MORGAN STANLEY CAP I INC COMM MORT PASS THR CER SER 1998 XL1
8-K, 1998-11-06
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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: November 6, 1998
- --------------------------------
(Date of earliest event reported)


                         Morgan Stanley Capital I Inc.
           ----------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         Delaware                333-45467-01               13-3291626
- --------------------------------------------------------------------------------
     (State or Other             (Commission             (I.R.S. Employer
     Jurisdiction of             File Number)           Identification No.)
      Incorporation)


                  1585 Broadway, New York, N.Y.               10036
- --------------------------------------------------------------------------------
          (Address of principal executive offices)         (Zip Code)


       Registrant's telephone number, including area code: (212) 761-4000

<PAGE>

ITEM 5.  OTHER EVENTS.

         Attached as exhibits to this Current Report are certain property
appraisals (the "Property Appraisals") furnished to the Registrant by Cushman &
Wakefield of California, Inc. and HVS International (the "Appraisers") in
respect of the Registrant's offering of the Commercial Mortgage Pass-Through
Certificates, Series 1998-XL1 (the "Certificates").

         The Certificates were offered pursuant to a Prospectus and related
Prospectus Supplement dated June 1, 1998 (together, the "Prospectus"), which
was 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 were registered pursuant to the Act under the Registrant's
Registration Statement on Form S-3 (No. 033-45467) (the "Registration
Statement"). The Registrant hereby incorporates 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
          ---------------         -----------

               99.1               Appraisal for Wells Fargo Tower

               99.2               Appraisal for Hotel Del Coronado

                                      -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.


                                            MORGAN STANLEY CAPITAL I INC.


                                            By: /s/ James E. Flaum
                                               -----------------------------
                                               Name:  James E. Flaum
                                               Title: Principal

Date: November 6, 1998

<PAGE>

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

Item 601(a) of
Regulation S-K                                                   Paper (P) or
Exhibit No.        Description                                   Electronic (E)
- -----------        -----------                                   --------------

    99.1           Appraisal for Wells Fargo Tower                     E

    99.2           Appraisal for Hotel Del Coronado                    E












<PAGE>

This CD ROM contains an electronic version of appraisals for the Mortgaged
Properties in PDF format. The appraisals for the Mortgaged Properties were
prepared prior to the date of this Prospectus Supplement. Accordingly, the
information included in such appraisals may not reflect the current economic,
competitive, market and other conditions with respect to the Mortgaged
Properties. The information contained in this CD ROM does not appear elsewhere
in paper form in this Prospectus Supplement and must be considered 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 nay purpose. Prospective investors may contact Cecilia Tarrant of
Morgan Stanley & Co. Incorporated at (212) 761-6028 to receive an original copy
of the CD ROM.

<PAGE>

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

COMPLETE APPRAISAL OF REAL PROPERTY

WELLS FARGO CENTER - PHASE I
333 South Grand Avenue
Los Angeles, California

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

IN A SELF-CONTAINED REPORT

As of: February 27, 1998

Prepared For:

WELLS FARGO RETECHS
707 Wilshire Boulevard, 11th Floor
Los Angeles, CA 90017

Prepared By:

CUSHMAN & WAKEFIELD OF CALIFORNIA, INC.
Los Angeles Valuation Advisory Services
555 South Flower Street, Suite 4200
Los Angeles, California 90071

<PAGE>
                               TABLE OF CONTENTS
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                         Page
<S>                                                                   <C>
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     1
   Legal Description                                                       2

REGIONAL ANALYSIS                                                          4
   Physical Boundaries                                                     4
   Demographics                                                            4
   Population                                                              4
   Income and Affordability                                                5
   Employment                                                              6
   Services                                                                8
   Trade                                                                   9
   Manufacturing                                                           9
   Transportation                                                         10
   Conclusions                                                            11

LOCATION ANALYSIS                                                         12
   Downtown Overview                                                      12
   Neighborhood                                                           14

LOS ANGELES COUNTY OFFICE MARKET ANALYSIS                                 15
   Office Market Analysis                                                 15

DOWNTOWN LOS ANGELES OFFICE MARKET                                        24
   Downtown Los Angeles Office Market                                     24
   Central Business District                                              25
   Office Demand                                                          33
   Conclusions                                                            37

PROPERTY DESCRIPTION                                                      39
   Site Description                                                       39
   Improvements Description                                               41
   General Description                                                    41
   Construction Detail                                                    41
   Interior Detail                                                        42
   Mechanical Detail                                                      43
   Site Improvements                                                      43
   Comments                                                               43

REAL PROPERTY TAXES AND ASSESSMENTS                                       44

</TABLE>

<PAGE>

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
<S>                                                                  <C>
ZONING                                                                    45

HIGHEST AND BEST USE                                                      46

VALUATION PROCESS                                                         47

COST APPROACH                                                             48
   Methodology                                                            48
   Land Valuation                                                         48
   Cost of Improvements                                                   53
   Estimate of Accrued Depreciation                                       54

SALES COMPARISON APPROACH                                                 55
   Methodology                                                            55
   Analysis and Conclusions                                               63

INCOME APPROACH                                                           66
   Methodology                                                            66
   Potential Gross Income                                                 66
   Market Rent                                                            69
   Other Revenues                                                         81
   Operating Expenses                                                     83
   Vacancy and Collection Loss and Releasing Assumptions                  87
   Discounted Cash Flow Analysis                                          89
   Derivation of Discount Rate                                            91
   Direct Capitalization                                                  92
   Income Approach Conclusion                                             94

       RECONCILIATION AND FINAL VALUE ESTIMATE 95

ASSUMPTIONS AND LIMITING CONDITIONS                                       96

CERTIFICATIONS OF APPRAISAL                                               98

ADDENDA                                                                   99


</TABLE>

<PAGE>

                               WELLS FARGO BANK
                            APPRAISAL REQUIREMENTS
                REAL ESTATE TECHNICAL SERVICES GROUP (RETECHS)

These requirements reflect the special valuation and underwriting criteria of
Wells Fargo & Company. It is expressly assumed that, in addition to satisfying
these criteria, independent fee appraisers will scrupulously follow the
Uniform Standards of Professional Appraisal Practice (USPAP), comply with the
Financial Institutions Reform, Recovery and Enforcement Act (FIRREA) and
adhere to all applicable local, state and federal regulations pertaining to
appraisal practice and procedure.

At the beginning of the appraisal (narrative) report, IMMEDIATELY FOLLOWING
YOUR TRANSMITTAL LETTER, please provide an executive summary in the SAME
FORMAT AS SHOWN BELOW (except for the property identification section, items
which do not apply to the product type may be excluded):

                               EXECUTIVE SUMMARY
                               -----------------

PROPERTY IDENTIFICATION
- -----------------------

Site Description:            Two non-contiguous parcels containing 2.60 and
                             1.14 acres; 3.74 acres total

Improvements:                53-story office tower and retail development
                             constructed in 1982; total rentable area of
                             1,336,244 square feet

Hazardous Substances:        Yes [ ] No [X]
                             Discussed on Page ____

Flood Zone:                  Discussed on Page _40_

Unusual Seismic Hazards:     Yes [ ] No [X]
                             Discussed on Page _41_

Special ADA Considerations:  Yes [ ] No [X]
                             Discussed on Page ____

Agricultural Preserve:       Yes [ ] No [X]
                             Discussed on Page ____

Wetlands:                    Yes [ ] No [X]
                             Discussed on Page ____

                                       1
<PAGE>

QUALITY ASSUREANCE CHECKLIST
FOR DCF VALUATIONS & ANALYSES

VALUE INDICATIONS
- -----------------
Appraisal Premise(s):                    As Is

Cost Approach Conclusion:                $337,000,000
Income Approach Conclusion:              $235,000,000
Sales Comparison Approach:               $255,000,000

Reconciled Value (Includes
Bonded Indebtedness):                    $235,000,000

Land Value:                  Total:      $30,000,000
                             Per SF/AC:  $184.35

Value of Personal Property,
Fixtures, Intangibles Included
in Market Value Estimate:                N/A

Insurable Replacement Cost(s):           $250,000,000

Reasonable Exposure Period:              9 Months

Reasonable Marketing Period:             9 Months

INCOME PROPERTY ECONOMICS
- -------------------------
                                    As Is
POTENTIAL GROSS ANNUAL INCOME:      $22,333,588
Other Income:                       $14,285,323
Vacancy/Collection Losses:          $ 1,803,274
EFFECTIVE GROSS INCOME:             $34,815,637
TOTAL EXPENSES:                     $14,467,326
NET OPERATING INCOME:               $20,348,311
Direct Capitalization Rate Used:      8.5%
Discount Rate Used:                  11.0%
Terminal Capitalization Rate Used:    9.0%
Effective Market Rent/SF:           $13.76 - $15.88 NNN (10 years)
Contract Rent/SF:                   $16.71 avg.
Current Vacancy Rate:                 7.5%
Stabilized Vacancy Rate:              5.0% + Lag
Est. Absorption Period:             3 years
Concessions:                        8 months free
Tenant Improvement Allowance/SF:    $40 / psf
Sales Volume per SF:                varies

LEASE EXPIRATIONS (CURRENT, PLUS NEXT 2 YEARS):

Year  No./Tenants  SF Leased  %/NRA
- --------------------------------------
1998         11      45,953   3.6%
1999         5       39,691   3.2%

                                       2
<PAGE>

CUSHMAN & WAKEFIELD OF CALIFORNIA, INC.
555 South Flower Street, Suite 4200
Los Angeles, CA 90071-2418
Tel: (213) 955-5100
Fax: (213) 627-4044

March 6, 1998

Mr. Doug Nason
WELLS FARGO RETECHS
707 Wilshire Boulevard, 11th Floor
Los Angeles, CA 90017

RE: APPRAISAL OF REAL PROPERTY
    WELLS FARGO CENTER - PHASE I
    333 SOUTH GRAND AVENUE
    LOS ANGELES, CALIFORNIA

Dear Mr. Nason:

  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 the Standards of Professional
Practice and the Code of Professional Ethics of the Appraisal Institute, which
incorporates the Uniform Standards of Professional Appraisal Practice (USPAP),
of the Appraisal Foundation. The appraisal has been prepared in compliance
with the requirements of Title XI of the Federal Financial Institution Reform,
Recovery and Enforcement Act of 1989 (FIRREA).

  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 February 27, 1998, was:

                    TWO HUNDRED THIRTY FIVE MILLION DOLLARS
                    ---------------------------------------
                                  $235,000,000

  The above conclusion presumes an estimated exposure period of approximately
nine months.

<PAGE>

Mr Dong Nason
WELLS FARGO RETECHS
March 6, 1998
Page 2

  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
State of California License AG002662

<PAGE>

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

PROPERTY NAME:                          Wells Fargo Center

LOCATION:                               333 South Grand Avenue
                                        Los Angeles, California

ASSESSOR'S PARCEL NUMBER:               5149-10-24 and
                                        5151-15-12

INTEREST APPRAISED:                     Leased Fee

DATE OF VALUE:                          February 27, 1998

DATE OF INSPECTION:                     February 27, 1998

OWNERSHIP:                              Maguire Partners - Properties Phase I
                                        (per Assessor's records)

LAND AREA:
     Development
           Site:                        113,080 square feet
           Offsite Parking:              49,658 square feet
                                        -------------------
           Total:                       162,738 square feet
                                             (per Assessor)

ZONING:                                 C2-4D, City of Los Angeles

HIGHEST AND BEST USE
      If Vacant:                        Hold for future development

      As Improved:                      Existing development

IMPROVEMENTS
      Type:                             53-story Class "A" office and retail
                                        development building constructed in
                                        1982 containing 1,336,244 (plus or
                                        minus) rentable square feet.

      Parking:
      (Share in common with IBM Tower)

              Onsite:                   Five-level (including four subterranean
                                        levels) parking garage containing 2,014
                                        spaces.

              Offsite:                  Seven-level (including two subterranean
                                        levels) parking garage containing 774
                                        spaces.

              Total:                    2,788 spaces (56% Pro-Rate share for
                                        Phase I)

<PAGE>

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

VALUE INDICATORS
       Cost Approach:                   $337,000,000
       Sales Comparison Approach:       $255,000,000
       Income Approach:                 $235,000,000

VALUE CONCLUSION:                       $235,000,000

INSURABLE VALUE:                        $250,000,000

SPECIAL ASSUMPTIONS:                    1. The rentable areas used in this
                                        appraisal are based upon areas shown in
                                        the rent rolls and/or leases provided
                                        for our review.

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

<PAGE>

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

IDENTIFICATION OF PROPERTY

  The subject property consists of two non-contiguous parcels located at the
southwest corner of Grand Avenue and Third Street (development site) and the
southwest corner of Hill Street and Second Street (offsite parking),
containing 2.60 acres and 1.14 acres, respectively. The larger site is
improved with Phase I of Wells Fargo Center, a 53-story (no 2nd or 13th Floor)
Class "A" office and retail development constructed in 1982, containing
1,336,244 rentable square feet. The property also includes a five-level onsite
parking garage containing 2,014 spaces, and a seven-level offsite parking
garage containing 774 spaces. The parking is shared in common with Phase II of
the larger Wells Fargo Center development. The subject of this appraisal is
the Phase I component, which consists of an office tower containing 1,255,257
rentable square feet, retail and restaurant uses containing 69,139 square
feet, and 11,848 square feet of storage space. Phase II of the development,
which is known as the IBM (or "South") Tower, contains 1,062,468 rentable
square feet and is not a subject of this appraisal.

  The Los Angeles County Assessor identifies the subject property as Parcel
Numbers 5149-10-24 and 5151-15-12. The street address for the Wells Fargo
Center is 333 South Grand Avenue, Los Angeles, California.

PROPERTY OWNERSHIP AND RECENT HISTORY

  According to Assessor's records, and other documents, current title to the
subject property is vested in Maguire Partners - Crocker Properties Phase I, a
limited partnership, which acquired title to individual parcels as currently
improved in 1986. Details pertaining to the individual transactions have not
been disclosed. To our knowledge, no further 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 subject
property as of February 27, 1998. The function of the appraisal is to assist
the client with a value basis for contemplated new financing. The intended
users of this appraisal include prospective lenders.

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. All forecasts are based on facts,
conditions, and trends that exist and are known on February 27, 1998, the date
of our property inspection.

DATE OF VALUE AND PROPERTY INSPECTION

  The date of value in this appraisal is February 27, 1998, which coincides
with the date of our inspection of the property.

PROPERTY RIGHTS APPRAISED

  Leased Fee Interest

DEFINITIONS OF VALUE, INTEREST APPRAISED, AND OTHER PERTINENT TERMS

  The Comptroller of the currency of the United States defines Market Value as
follows:

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

                                       1
<PAGE>

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

     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.

     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.

     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.

LEGAL DESCRIPTION

  A complete legal description of the property is contained in the Addenda. A
partial description of the property (based on Assessor's Maps) is as follows:

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

                                       2
<PAGE>

                              Southern California
                              DEMOGRAPHIC PROFILE

<TABLE>
<CAPTION>
As of January 1998
============================================================================================================
                           Los Angeles  Ventura  San Bernardino  Riverside     Orange  San Diego    State of
Characteristic                  County   County          County     County     County     County  California
- ------------------------------------------------------------------------------------------------------------
<S>                          <C>        <C>           <C>        <C>        <C>        <C>        <C>       
- ------------------------------------------------------------------------------------------------------------
Population
- ------------------------------------------------------------------------------------------------------------
  2002 Projection            9,555,104  759,446       1,732,969  1,588,921  2,763,663  2,755,418  33,761,844
  1997 Estimate              9,210,790  722,549       1,586,410  1,414,257  2,608,145  2,671,996  32,015,178
  1990 Census                8,863,164  669,016       1,418,380  1,170,413  2,410,556  2,498,016  29,760,022
  1980 Census                7,477,507  529,174         895,016    663,166  1,932,710  1,861,847  23,667,910
% Increase 1980-1990             18.5%    26.4%           58.5%      76.5%      24.7%      34.2%       25.7%
% Increase 1997-2002              3.7%     5.1%            9.2%      12.4%       6.0%       3.1%        5.5%
- ------------------------------------------------------------------------------------------------------------
Households
- ------------------------------------------------------------------------------------------------------------
  2002 Projection            3,331,034  256,353         607,682    577,033    974,324  1,042,311  12,239,831
  1997 Estimate              3,172,219  240,971         548,796    508,384    908,422    998,552  11,505,981
  1990 Census                2,989,552  217,298         464,737    402,067    827,066    887,403  10,381,206
  1980 Census                2,730,469  172,781         306,643    242,937    686,267    670,094   8,629,867
% Increase 1980-1990              9.5%    25.8%           50.6%      65.5%      20.5%      32.4%       20.3%
% Increase 1997-2002              5.0%     6.4%           10.7%      13.5%       7.3%       4.4%        6.4%
- ------------------------------------------------------------------------------------------------------------
Average Household Size
- ------------------------------------------------------------------------------------------------------------
  2002 Projection                 2.87     2.96            2.85       2.75       2.84       2.64        2.76
  1997 Estimate                   2.90     3.00            2.89       2.78       2.87       2.68        2.78
  1990 Census                     2.96     3.08            3.05       2.91       2.91       2.81        2.87
  1980 Census                     2.74     3.06            2.90       2.73       2.82       2.78        2.74
- ------------------------------------------------------------------------------------------------------------
Household Income
- ------------------------------------------------------------------------------------------------------------
  Average                      $69,128  $79,629         $54,737    $57,407    $85,697    $63,029     $66,164
  Median                       $45,061  $60,241         $41,689    $41,442    $61,751    $44,067     $45,514
  Per Capita Income            $24,190  $26,970         $19,251    $20,948    $30,106    $24,177     $24,178
- ------------------------------------------------------------------------------------------------------------
Households by Income
- ------------------------------------------------------------------------------------------------------------
1997 Estimated Population    3,172,219  240,971         548,796    508,384    908,422    998,552  11,505,981
  $150,000 or more                7.6%     7.5%            3.4%       4.5%       9.5%       5.5%        6.3%
  $100,000 to $149,999            8.0%    11.7%            5.4%       5.1%      12.7%       6.8%        7.8%
  $ 75,000 to $ 99,999           10.0%    15.0%            8.6%       8.2%      15.0%       9.4%       10.2%
  $ 50,000 to $ 74,999           19.6%    26.9%           22.5%      22.0%      24.1%      21.5%       21.0%
  $ 35,000 to $ 49,999           14.9%    13.9%           18.4%      18.0%      13.3%      17.1%       15.8%
  $ 25,000 to $ 34,999           11.9%     9.0%           12.5%      13.0%       9.2%      13.1%       11.9%
  $ 15,000 to $ 24,999           12.0%     7.9%           12.8%      13.3%       8.0%      13.1%       12.1%
  $  5,000 to $ 14,999           12.6%     6.9%           13.6%      13.1%       6.5%      11.1%       12.2%
  Under $5,000                    3.5%     1.3%            2.8%       2.9%       1.7%       2.4%        2.8%
- ------------------------------------------------------------------------------------------------------------
Occupied Units               2,989,552  217,298         464,737    402,067    827,066    887,403  10,381,206
- ------------------------------------------------------------------------------------------------------------
  Owner Occupied                 48.2%    65.5%           63.3%      67.4%      60.1%      53.8%       55.6%
  Renter Occupied                51.8%    34.5%           36.7%      32.6%      39.9%      46.2%       44.4%
1990 Avg. Persons per HH          2.91     3.02            2.97       2.85       2.87       2.69        2.79
- ------------------------------------------------------------------------------------------------------------
Education
- ------------------------------------------------------------------------------------------------------------
  Bachelor Degree Only           14.5%    15.1%            9.8%       9.7%      18.7%      16.5%       15.3%
  Graduate Degree                 7.8%     7.9%            5.2%       4.9%       9.1%       8.8%        8.1%
============================================================================================================
                                                                   Source: Equifax National Decision Systems
</TABLE>

<PAGE>










    [THE NARRATIVE AND/OR TABULAR INFORMATION BELOW IS A FAIR AND ACCURATE
           DESCRIPTION OF GRAPHIC OR IMAGE MATERIAL OMITTED FOR THE
                           PURPOSE OF EDGAR FILING.]












                                     [MAP]



















<PAGE>

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

  Lot 6, Tract No. 30780 as per map recorded in Book 912, Pages 39 to 45
inclusive of Maps, and Lot B of Parcel Map 134 Page 71, in the City of Los
Angeles, County of Los Angeles, and State of California.












































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

                                       3
<PAGE>

                                                              REGIONAL ANALYSIS
- -------------------------------------------------------------------------------

  The subject property is located in downtown Los Angeles, in the central
portion of Los Angeles County, California. Los Angeles County is a densely
populated and extensively developed region which comprises one of the most
significant commerical property markets in the State of California and the
United States. Although California and the southern California region
experienced a significant economic downturn during the first several years of
this decade, the state and region are currently experiencing substantial
economic growth. The physical, locational, demographic and economic
characteristics of the region are briefly described below.

PHYSICAL BOUNDARIES

  Los Angeles County is located in the southwestern portion of the State of
California, and is 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 sparsely populated and mostly undeveloped. 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. Consequently it is an important target market for
retailers and service providers. The accompanying exhibit provides an overview
of the demographic characteristics 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 1997 in comparison to the larger statewide population and the major
counties in Southern California. From 1990 to 1997, the county's average
population growth slowed to less than one percent per year, as compared to 1.7
percent per year on average compounded from 1980 to 1990. The relatively
slower pace of population growth in Los Angeles County over the past several
years reflects the relative maturity of the residential and commercial
development within the county. The county also experienced a downturn in
employment opportunities from approximately mid 1990 to 1994. The Northridge
earthquake of January 1994 also caused an outflow of population from the
county.

  Demographic studies project the Los Angeles County population to increase
by less than one percent per year (on average compounded) from 1997 to 2002,
which lags the projected population growth for the state and the other major
counties in Southern California. The pace of

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

                                       4
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- -------------------------------------------------------------------------------

population growth in the county is projected to be similar to the rate of
household formations, which suggests that average household size has
stabilized. The most significant population growth in Southern California is
expected 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 AND AFFORDABILITY

  Los Angeles County's average and median household income and per capita
income 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 1996 median home price in Los Angeles County was approximately
$170,000, which represented a decrease of 5.9 percent from the January 1995
median price. A Los Angeles Times 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 part to the decline in housing values in
conjunction with stabilizing income levels. 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).

  RETAIL SALES TRENDS

  The Los Angeles-Long Beach metropolitan area, defined by 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).

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

                                       5
<PAGE>

                                                              REGIONAL ANALYSIS
- -------------------------------------------------------------------------------

  The Los Angeles area has been experiencing a gradual increase in retail
sales during recent years, as shown in the following table:

LOS ANGELES COUNTY - TOTAL TAXABLE RETAIL SALES

- -----------------------------
Year  $('000,000s)  % Change
- -----------------------------
1986  $41,269       ---
1987  $44,239       7.19
1988  $46,820       5.83
1989  $50,104       7.01
1990  $50,922       1.63
1991  $48,332       -5.11
1992  $48,450       0.24
1993  $47,338       -2.30
1994  $49,786       5.17
1995  $51,016       2.47
1996  $53,304       4.46
1997  $54,982       3.14
- -----------------------------
Source: California Retail
        Survey 1998

Employment

  The aerospace sector of the economy has continued to consolidate during the
past five years, but other areas of the Los Angeles economy, including the
entertainment industry, international trade, and the business services
segments have emerged as major 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. Driven by these and
other business sectors, countywide unemployment levels have decreased
significantly from peak levels experienced during the early portion of the
1990's. The following chart illustrates the dramatic improvement in the
California and the Los Angeles County and City employment levels during the
period from 1993 through 1996.

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

                                       6
<PAGE>

                                                              REGIONAL ANALYSIS
- -------------------------------------------------------------------------------

Employment Trends
(Average Per Year)

<TABLE>
<CAPTION>
===============================================================================
                     1992        1993        1994        1995        1996
- -------------------------------------------------------------------------------
<S>                  <C>         <C>         <C>         <C>         <C>       
STATE OF CALIFORNIA

Labor Force          15,404,255  15,359,518  15,461,830  15,415,475  15,596,139
Employment           13,973,304  13,918,275  14,132,936  14,205,866  14,469,924
Unemployment         1,430,951   1,441,243   1,328,895   1,209,609   1,126,215
Unemployment Rate    9.30%       9.40%       8.60%       7.80%       7.20%
- -------------------------------------------------------------------------------
LOS ANGELES COUNTY

Labor Force          4,503,804   4,404,104   4,366,207   4,359,656   4,415,428
Employment           4,062,416   3,970,748   3,957,037   4,016,191   4,052,561
Unemployment         441,388     433,356     409,170     343,465     362,867
Unemployment Rate    9.80%       9.80%       9.40%       7.90%       8.20%
- -------------------------------------------------------------------------------
LOS ANGELES CITY

Labor Force          1,815,313   1,775,228   1,768,312   1,760,755   1,755,638
Employment           1,614,309   1,577,882   1,581,236   1,603,594   1,610,092
Unemployment         201,004     197,346     187,376     157,161     165,246
Unemployment Rate    11.10%      11.10%      10.60%      8.90%       9.30%
- -------------------------------------------------------------------------------
Source: California Department of Finance
</TABLE>

  The chart shows that the state as well as the county and city of Los
Angeles continue to add jobs at a pace which has reduced the unemployment
levels at an impressive pace, as summarized below.

- ------------------------------------------------
                      Unemployment  Unemployment
                      Average 1993  Average 1996
- ------------------------------------------------
State of California:  9.3%          7.2%
Los Angeles County:   9.8%          8.2%
City of Los Angeles:  11.1%         9.3%
- ------------------------------------------------

  The unemployment rate as of December 1997 for the county was 5.8 percent,
down from 6.0 percent in the previous month. The annual unemployment data
above reflects the overall improvement in the economy in California and Los
Angeles since 1993. An analysis of the data on a monthly basis indicates the
trend in increased employment has accelerated during the 11-month period from
January, 1997 through December, 1997, except for June through August
when unemployment increased. The exhibit below summarizes unemployment data
for Los Angeles County on a monthly basis for 1996 and 1997.

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

                                       7
<PAGE>

Southern California
EMPLOYMENT & UNEMPLOYMENT TRENDS

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
County Name            1992        1993        1994        1995        1996       Y-T-D 1997*
- ---------------------------------------------------------------------------------------------
<S>                   <C>         <C>         <C>         <C>         <C>         <C>       
STATE OF CALIFORNIA
   Labor Force        15,404,255  15,359,518  15,449,963  15,427,261  15,596,139  15,950,995
   Employment         13,973,304  13,918,275  14,122,088  14,216,727  14,469,924  15,070,904
   Unemployment        1,430,951   1,441,243   1,327,875   1,210,534   1,126,215     880,091
   Unemployment Rate        9.3%        9.4%        8.6%        7.8%        7.2%        5.5%
- ---------------------------------------------------------------------------------------------
LOS ANGELES COUNTY
   Labor Force         4,503,804   4,404,104   4,366,207   4,359,656   4,415,428   4,550,733
   Employment          4,062,416   3,970,748   3,957,037   4,016,191   4,052,561   4,285,200
   Unemployment          441,388     433,356     409,170     343,465     362,867     265,533
   Unemployment Rate        9.8%        9.8%        9.4%        7.9%        8.2%        5.8%
- ---------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
<S>                    <C>    <C>   <C>   <C>   <C>   <C>
- ----------------------------------------------------------------------------
     UNEMPLOYMENT RATE   1992  1993  1994  1995  1996  Y-T-D 1997*
- ----------------------------------------------------------------------------
    STATE OF CALIFORNIA  9.3%  9.4%  8.6%  7.8%  7.2%         5.5%
- ----------------------------------------------------------------------------
(1) LOS ANGELES COUNTY   9.8%  9.8%  9.4%  7.9%  8.2%         5.8%
- ----------------------------------------------------------------------------
                            Jan.- Dec. 1997 Source:
           U.S. Bureau of Labor Statistics / Local Area Unemployment
- ----------------------------------------------------------------------------
</TABLE>

<PAGE>

                                                              REGIONAL ANALYSIS
- -------------------------------------------------------------------------------

LOS ANGELES COUNTY UNEMPLOYMENT STATISTICS
1996 VERSUS 1997

<TABLE>
<CAPTION>
==================================================================================
            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> 
1996        8.6%  8.7%  8.4%  8.2%  8.3%  8.4%  9.2%  8.5%  8.0%  7.7%  7.7%  7.0%
1997        7.9%  7.6%  7.2%  7.2%  6.8%  7.0%  7.6%  7.0%  6.6%  6.2%  6.0%  5.8%
Difference  0.7%  1.1%  1.2%  1.0%  1.5%  1.4%  1.6%  1.5%  1.4%  1.5%  1.7%  1.2%
- ----------------------------------------------------------------------------------
</TABLE>

  The three major employment sectors in the county are 1) services; 2) trade;
and 3) manufacturing. These sectors are discussed below.

SERVICES
  The services sector has experienced significant growth in terms of total
employment from 1990 to 1996 in Los Angeles County and the Southern California
region. 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 products and the level of employment. The
entertainment industry has emerged as a growing source of high wage employment
within the Los Angeles area and has surpassed the defense industry in terms of
countywide employment. Projections made during August 1996 by the California
Employment Development Department estimated that the total countywide
employment in the motion picture industry (including movie production) was
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. Both sources of data support the very significant growth
within this industry and its increasing role in the economic growth of Los
Angeles.

  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, Warner Brothers and
NBC Studios in Burbank, MCA in Universal City, Sony Pictures in Culver City,
and DreamWorks 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.

  A proposed major entertainment industry development in the Manhattan Beach
area marks an initial movement of the film industry to the South Bay region of
Los Angeles County. The demand for production studio space has become so
substantial in recent years that existing facilities are not sufficient for
the film industry. Constrained by limited available land in the market areas
of Los Angeles County which have traditionally attracted entertainment
companies, Shamrock Holdings (controlled by Roy Disney) recently acquired a
22.5-acre site in Manhattan Beach formerly owned by TRW. The site is located
on Rosecrans Avenue, and a new motion picture studio is planned for the
property in four phases. This incursion of the 

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

                                       8
<PAGE>

                                                              REGIONAL ANALYSIS
- -------------------------------------------------------------------------------

entertainment industry into the South Bay area is expected to bring high-paying
employment opportunities to this area.

  The second largest category of employment within the services sector is the
health services segment. 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
excess of local hospital facilities, which has resulted in consolidation
within the industry and/or the closure of under-performing hospitals and is
expected to continue over the next few years. The impact on total employment
within the county stemming from the anticipated consolidations is showing
some decline. According to the California State Employment Development
Department health services employment in Los Angeles County totaled 259,000
jobs as of October 1997, down 0.53 percent from a year ago.

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 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. The Ports of Los Angeles and Long Beach have benefited from
technological advancements such as larger cargo cranes and dockside rail
connections. There has also been a steady growth in trade with the countries
of the Pacific Rim. Recent economic turmoil in southeast Asia is likely to
have a negative effect on port activity.

  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, Los Angeles County is 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 585,100 to 589,800 (1.0%) from October 1996 to October 1997.

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 

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

                                       9
<PAGE>

                                                              REGIONAL ANALYSIS
- -------------------------------------------------------------------------------

largely reflected the major cutbacks within the aerospace/defense industry.

  Seattle-based Boeing Company's December 1996 announcement of plans to
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 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.
Boeing has now become Southern California's biggest employer.

  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 651,300 to 663,000 from October 1996 to
October 1997.

  One of the more important trends within the manufacturing sector has been
the recent recovery of employment within the "high tech" sector. Hughes
Electronics' 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.

TRANSPORTATION

  The Los Angeles area has 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 (I-405), the Golden State Freeway (I-5),
the Long Beach Freeway (I-710), and the San Gabriel River Freeway (I-605).
Major east/west freeways in Los Angeles County include the Pasadena Freeway
(I-210), the Ventura freeway (SH-101/SH-134), the Santa Monica Freeway (I-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

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

                                      10
<PAGE>

                                                              REGIONAL ANALYSIS
- -------------------------------------------------------------------------------

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 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 (58 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.

CONCLUSIONS

  Los Angeles County is the primary commercial, trade, manufacturing and
service center of Southern California. 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 economic activity in the western United States. The county has a
significant residential population, with household and per capita income
levels comparable or superior 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 recession during the first portion of this decade,
economic activity in Los Angeles County has improved significantly. It is
likely to increase steadily over the foreseeable future. Total employment
within the county as reported by the Los Angeles County Economic Development
Corporation increased by 2.1 percent in 1996 and outpaced the nation as a
whole in terms of new job creation. Actual employment increased from 1995
to 1996 totaled 60,484 jobs, or an increase of 1.6 percent. In 1997, total
employment in Los Angeles County increased by 1.7 percent over the 1996
amount, or by 67,100 jobs. Retail sales increased in Los Angeles County by
over 3.0 percent in 1996, following a 2.5 percent increase in 1995. The
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 anticipated future
expansions by the entertainment, international trade, and services sectors
are likely to increase employment opportunities within the region., The
subject property can be expected to be favorably influenced by the expanding
economy of Los Angeles County.

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

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                  Bunker Hill Weighted Average Direct Vacancy










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<PAGE>

                             DOWNTOWN LOS ANGELES










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<PAGE>

                                                              REGIONAL ANALYSIS
- -------------------------------------------------------------------------------

additional $10 million of the costs to shared (50% each) between the developer
and the city, and the developer will be responsible for all costs above $80
million. If developed as currently proposed the new Arena should have a
significant positive economic impact on the downtown area in general and the
South Park neighborhood in particular.

  RESIDENTIAL DEVELOPMENT

  The most significant residential development in downtown Los Angeles has
occurred in the Bunker Hill and South Park areas. Despite the large daytime
worker population and the costs of commuting from outlying areas, the downtown
area residential development has not benefited from a strong demand for
housing in the CBD. The Bunker Hill area contains approximately 3,000
residential units, primarily in high rise towers. The Los Angeles Community
Redevelopment Agency has made the South Park area the centerpiece of its
efforts to create a downtown housing community. Most of the existing
development in South Park has been subsidized, either by government agencies
or by related commercial development.

NEIGHBORHOOD

  The Los Angeles Community Redevelopment Agency separates the downtown
Central Business District into four components: 1) Bunker Hill, which
encompasses the area bounded by the Harbor Freeway on the west, Hill Street on
the east, First Street on the north, and Fifth Street on the south; 2) the
Financial core, just south of Bunker Hill, which is bordered by Eighth Street
on the south, the Harbor Freeway on the west, and Hill Street on the east; 3)
South Park, which is bounded by Eighth Street on the north, the Harbor Freeway
on the west, the Santa Monica Freeway on the south, and Hill Street on the
east; and 4) the Central City West, which generally parallels the other
components of the Central Business District, but is situated west of the
Harbor Freeway.

  As noted previously the subject is situated in the heart of the Bunker
Hill neighborhood. Bunker Hill is located in the northerly portion of the
downtown Los Angeles Central Business District. The Bunker Hill neighborhood
extends roughly from the southern boundary between Fourth and Fifth Streets to
First Street on the north, and from Hill Street on the east to the Harbor
Freeway on the west. The Bunker Hill neighborhood has been substantially
improved with Class A high-rise office and apartment developments, as well as
public uses including the Museum of Contemporary Art and the 470-room
Intercontinental Hotel. The subject's retail/restaurant component represents
the primary retail amenity in this neighborhood, and is perhaps the most
successful restaurant location in the CBD.

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

                                      14
<PAGE>

                               LOS ANGELES COUNTY
                      OFFICE MARKET & SUBMARKET STATISTICS
                         End of the 4th Quarter of 1997

<TABLE>
<CAPTION>
                                                                                DIRECT                  
                                                    NUMBER            DIRECT   VACANCY          OVERALL 
MARKET / SUBMARKET                   INVENTORY    OF BLDGS    AVAILABILITIES      RATE    AVAILABILITIES
<S>                                <C>           <C>          <C>             <C>         <C>           
========================================================================================================
CENTRAL LOS ANGELES                  57,532,569        274        12,373,991     21.5        13,935,802 
- --------------------------------------------------------------------------------------------------------
1  Downtown Los Angeles              36,973,305        109         7,257,405     19.6%        6,563,854 
2  Mid-Wilshire Comdor               13,831,210         79         3,528,486     25.5%        3,710,931 
3  San Gabriel Valley                 6,728,054         86         1,588,100     23.6%        1,661,017 
- --------------------------------------------------------------------------------------------------------
WEST LOS ANGELES                     40,290,682        316         4,664,004     11.6%        5,345,521 
- --------------------------------------------------------------------------------------------------------
4  Hollywood/West Hollywood           3,874,934         45           714,395     18.4%          734,614 
5  Beverly Hills/Century City        14,363,192         89         1,494,406     10.4%        1,660,353 
6  Westwood/West Los Angeles         17,304,476        139         1,940,438     11.2%        2,317,420 
7  Manna Area/Culver City             4,748,080         43           514,765     10.8%          633,134 
- --------------------------------------------------------------------------------------------------------
SOUTH LOS ANGELES                    30,635,125        251         5,368,433     17.5%        5,893,638 
- --------------------------------------------------------------------------------------------------------
8  LAX/EI Segundo                    13,349,719         62         2,331,914     17.5%        2,548,101 
9  Torrance                           7,419,275         64         1,358,557     18.3%        1,409,662 
10 Long Beach                         9,866,131         85         1,677,962     17.0%        1,935,675 
- --------------------------------------------------------------------------------------------------------
NORTH LOS ANGELES                    41,225,848        493         5,123,052     12.4%        5,974,544 
- --------------------------------------------------------------------------------------------------------
11 Simi/Conejo Valley                 4,932,348         96           669,294     13.6%          675,916 
12 West Valley                        9,267,461        105         1,488,636     16.1%        1,571,811 
13 Central Valley                     8,734,843        117         1,325,129     15.2%        1,588,093 
14 East Valley (including Pasadena)  18,291,196        175         1,639,993      9.0%        2,138,724 
========================================================================================================
TOTAL                               169,684,224      1,334        27,529,480     16.2%       31,149,505 

</TABLE>


<TABLE>
<CAPTION>

                                     OVERALL        NET ADSORPTION           Direct 
                                     VACANCY    ---------------------     Wid. Avg. 
Market / Submarket                      RATE      4TH QTR    YTD 1997   Rental Rate 
- ------------------------------------------------------------------------------------
<S>                                 <C>          <C>        <C>         <C>         
CENTRAL LOS ANGELES                   24.2%     (67,702)     137,682        $17.31  
- ------------------------------------------------------------------------------------
1 Downtown Los Angeles                23.2%     (45,078)    (146,000)       $17.94  
2 Mid-Wilshire Comdor                 26.8%     (80,348)     407,940        $15.66  
3 San Gabriel Valley                  24.7%      57,724     (124,258)       $17.69  
- ------------------------------------------------------------------------------------
WEST LOS ANGELES                      13.3%      42,280      638,639        $24.50  
- ------------------------------------------------------------------------------------
4 Hollywood/West Hollywood            19.0%      13,535      (31,281)       $17.19  
5 Beverly Hills/Century City          11.6%      68,388      208,140        $27.67  
6 Westwood/West Los Angeles           13.4%     (43,366)     438,282        $26.39  
7 Manna Area/Culver City              13.3%       3,723       23,498        $18.33  
- ------------------------------------------------------------------------------------
SOUTH LOS ANGELES                     19.2%     676,285      619,644        $17.47  
- ------------------------------------------------------------------------------------
8 LAX/EI Segundo                      19.1%     480,501      835,704        $16.74  
9 Torrance                            19.0%     131,370      (57,008)       $17.11  
10 Long Beach                         19.6%      64,414       40,948        $18.78  
- ------------------------------------------------------------------------------------
NORTH LOS ANGELES                     14.5%     295,279      541,148        $21.15  
- ------------------------------------------------------------------------------------
11 Simi/Conejo Valley                 13.7%       3,816      (32,066)       $19.93  
12 West Valley                        17.0%     165,286      512,198        $21.18  
13 Central Valley                     18.2%      36,576      (25,466)       $20.13  
14 East Valley (including Pasadena)   11.7%      89,601       86,482        $22.44  
- ------------------------------------------------------------------------------------
TOTAL                                 18.4%     946,142    2,137,113        $19.28  
====================================================================================


</TABLE>



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           DESCRIPTION OF GRAPHIC OR IMAGE MATERIAL OMITTED FOR THE
                           PURPOSE OF EDGAR FILING.]

         [PIE CHART]                                   [BAR GRAPH]




                                  [BAR GRAPH]


<PAGE>

                                      LOS ANGELES COUNTY OFFICE MARKET ANALYSIS
- -------------------------------------------------------------------------------

OFFICE MARKET ANALYSIS
LOS ANGELES COUNTY OFFICE MARKET OVERVIEW

  Supply and Tenant Demand

  According to Cushman & Wakefield's year-end, 1997 surveys the combined Los
Angeles County office market contained a total inventory of 169,684,224 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.

SECTOR                        TENANT BASE
- ------                        -----------

Los Angeles Central/Downtown  Financial
                              Legal
                              Telecommunications
                              Energy
                              Accounting
                              Real Estate
                              Government/Quasi-Government

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

                                      15
<PAGE>










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                                     [MAP]






















<PAGE>

                   LOS ANGELES COUNTY OFFICE MARKET ANALYSIS
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
<S>                 <C>
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
</TABLE>

  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

  The accompanying exhibit summarizes the office building construction
history in Los Angeles County during the period 1982 through 1996. The exhibit
illustrates that the substantial construction activity which occurred during
the 10-year period 1982 through 1991 declined substantially in 1992 prior to a
four-year period of virtually no new office development from 1993 through
1996.

  The prolific new office development during 1982 through 1991 resulted in
fundamental shifts in the Los Angeles County office market. 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 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 percent of the total existing office development in Los
Angeles County has been completed

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

                                      16
<PAGE>

                            LOS ANGELES COUNTY
         Construction History Chart of Class A and B Buildings
                            1982 through 1996

<TABLE>
<CAPTION>
==========================================================================
  Year        Central*      West**    North***       South       Total
- --------------------------------------------------------------------------
<S>          <C>         <C>           <C>       <C>        <C>       
   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  10,015,904
   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
   96                0           0           0           0           0
- --------------------------------------------------------------------------
  Total     33,778,127  21,356,603  13,295,534  24,350,244  92,780,508
==========================================================================
Annual Avg   2,251,875   1,423,774     886,369   1,623,350
</TABLE>

*     - Including Miracle Mile, Pasadena and Pasadena East
**    - Excluding Miracle Mile
***   - Excluding Tri-Cities

                Annual Office Building Construction Trend Line
                              Los Angeles County

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                           PURPOSE OF EDGAR FILING.]

                                    [GRAPH]


<PAGE>

                                      LOS ANGELES COUNTY OFFICE MARKET ANALYSIS
- -------------------------------------------------------------------------------

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
(5,970,660 square feet), Glendale (5,184,022 square feet), Brentwood
(3,254,337 square feet), Culver City/Westchester (3,643,649 square feet), and
Long Beach (7,359,198 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
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 most Los Angeles County submarkets are currently
below (to varying degrees) the levels required to justify new Class A office
development. The current (year-end, 1997) weighted average asking rental rate
for all direct office space availabilities in Los Angeles County is $19.28
per-square-foot annually, predominately full service gross. The individual
sectors have weighted average rental rates (asking) from $17.31 to $24.50
persquare-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 "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
occurred in Los Angeles County markets from 1992 through 1996. Construction
commenced for several speculative projects during the latter portion of 1997,
however, and additional new office development will commence in selected
stronger markets such as Santa Monica and Burbank during 1998.

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

                                      17
<PAGE>

                 SUMMARY OF DEVELOPMENT CONSTRAINTS (POLITICAL)
                        LOS ANGELES AREA OFFICE MARKETS

<TABLE>
<CAPTION>
<S>                  <C>
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/Traffic Control Ordinances
   Santa Monica         Restrictive Zoning/Specific Plan
   Century City         Specific Plans
</TABLE>

<PAGE>

                                      LOS ANGELES COUNTY OFFICE MARKET ANALYSIS
- -------------------------------------------------------------------------------

  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 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 homeowner's 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.

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

                                      18
<PAGE>

                                      LOS ANGELES COUNTY OFFICE MARKET ANALYSIS
- -------------------------------------------------------------------------------

  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 from 1992 through 1996. 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. These markets are "driven" by entertainment industry tenants
whose expansion in recent years has led to lower vacancy levels and higher
rental rates. There are several prime development sites in the Glendale and
Burbank markets which are under construction or proposed for near-term
multi-tenant office development, including one speculative high-rise building
currently under construction in Glendale. Owner-user projects such as the
Dreamworks animation facility in Glendale or "redevelopment" projects such as
the former Lockheed "Skunkworks" facility in Burbank for a major entertainment
industry tenant commenced 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 the next few years if partnership and
economic issues can be resolved. Rental rates for office space in selected
westside markets such as Santa Monica are at replacement cost levels, and new
developments on entitled sites such as the Arboretum and Water Garden Phase II
in Santa Monica will commence construction in 1998. In terms of speculative
office development potential, however, market rental "spikes" will be required
before new speculative office development can occur in most other Los Angeles
County markets.

  Vacancy

  The landlord-direct vacancy rate for Los Angeles County office markets was
16.2 percent, based on 27,529,480 square feet available for lease at the end
of 1997. 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. Several markets within Los Angeles County, with the
exception of the Tri-Cities area and the westside area, have direct vacancy
rates above 15 percent, and some 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.

  Excluding two small submarkets in the northwest portion of Los Angeles
County which overlap with portions of eastern Ventura County (Calabasas and
Agoura Hills), there is a direct correlation between the submarket locations
which have attracted tenants from the entertainment industry, and the
submarkets which are experiencing the lowest vacancy rates and highest rental
rates in Los Angeles County. The preferred submarket locations for
entertainment tenants and the year-end, 1997 vacancy rates are shown below.

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

                                      19
<PAGE>

<TABLE>
<CAPTION>

                               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
- ------------------  ---------------------------------  ----------------------------------
<S>      <C>         <C>         <C>          <C>        <C>         <C>          <C>  
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%
                                                                                
1996     4th Qtr     17.4%       2.3%         19.8%      15.3%       2.2%         17.6%
                                                                                
1997     4th Qtr     16.2%       2.1%         18.4%      13.9%       1.8%         15.7%
</TABLE>
                                                                             
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           DESCRIPTION OF GRAPHIC OR IMAGE MATERIAL OMITTED FOR THE
                           PURPOSE OF EDGAR FILING.]


                                  [BAR GRAPH]


<PAGE>

                   LOS ANGELES COUNTY OFFICE MARKET ANALYSIS
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Office Market               Year-end 1997 Direct Vacancy
- -------------               ----------------------------
<S>                        <C>
NORTH LOS ANGELES
Burbank Media District             2.8%
Universal City/Studio City         2.7%
Glendale                          10.1%

WESTSIDE LOS ANGELES
Beverly Hills/Century City        10.4%
Westwood                           7.5%
Santa Monica                      10.3%
West Hollywood                    11.4%
</TABLE>


  Other markets, particularly areas situated adjacent to the most desirable
submarkets listed above have benefited directly and indirectly from the
expansion of the entertainment industry in Los Angeles County.

  Including sublease availabilities the overall Los Angeles County office
market vacancy level was 18.4 percent as of year-end, 1997, which compares
with 19.8 percent as of year-end, 1996, 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
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
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
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 fourth quarter 1995.

  The improvement during 1996 and 1997 was more substantial, with countywide
direct vacancy rates declining by 1.3 percent in 1996. Direct vacancy levels
declined an additional 120 basis points through 1997. The Central Los Angeles
office sector, which includes downtown Los Angeles and the Mid-Wilshire
corridor, has experienced higher vacancy levels than the remainder of the
county. As shown on the vacancy trends exhibit, when Central Los Angeles is
excluded from the analysis, the year-end 1997 direct and overall vacancy
levels are 13.9 percent and 15.5 percent, respectively, or 230 and 270 basis
points lower than the figures for the total county.

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

                                      20
<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          2,713,549            18,648,618                        14.6%
    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            275,718            18,535,438                         1.5%
    1996          1,533,675            15,404,462                        10.0%
    1997          2,137,113            16,996,393                        12.6%
- --------------------------------------------------------------------------------------------
Annual Average    1,708,548            17,557,694                         9.7%
- --------------------------------------------------------------------------------------------
</TABLE>

    [THE NARRATIVE AND/OR TABULAR INFORMATION BELOW IS A FAIR AND ACCURATE
           DESCRIPTION OF GRAPHIC OR IMAGE MATERIAL OMITTED FOR THE
                           PURPOSE OF EDGAR FILING.]



                                 [LINE GRAPH]


<PAGE>

                                      LOS ANGELES COUNTY OFFICE MARKET ANALYSIS
- -------------------------------------------------------------------------------

  Gross Leasing Activity

  Cushman & Wakefield defines gross leasing activity as the first 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. The leasing activity includes assumed leases and
other factors, and does not represent net absorption, which is one indication
of new demand. Over the six-year period 1990 through 1995 total leasing
activity remained fairly stable, ranging generally from 17 to 19 million
square feet. The net absorption figures fiuctuated considerably during the
same timeframe, however, ranging from nearly negative one million square feet
during 1994 to more than positive eight million square feet during 1990. The
1996 and 1997 data show substantial increases in net absorption above 1992
through 1995 figures in conjunction with a decline in total gross leasing
activity. Expressed as a percentage of total gross leasing activity, the 10.0
percent and 12.6 percent figures for net absorption/gross leasing during 1996
and 1997 suggest a return to the trend during the first two years of the
decade in which new leasing activity involved new tenants moving to the market
rather than current tenants relocating between different buildings. Since the
data excludes renewal leasing activity, the 1996 and 1997 data also suggests
the possibility that tenant renewals are occurring at a higher percentage than
during 1992 through 1995. Considered as one indication, the exhibit suggests a
positive trend toward strengthening of the county office market.

  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 1997. 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 and 1,533,675 during 1996. Net
absorption increased in 1997 an additional 39 percent above 1996 figures to
2,137,113 square feet. 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 1,206,497 square feet during 1995 and 1,276,646
square feet during 1996.

  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 year-end 1997 sublease availabilities in Los
Angeles County totaled 3,620,025 square feet, or 11.6 percent of the Los
Angeles County total available (for lease) office supply. Although several
submarkets have substantial sublease availabilities, the downtown Los Angeles
market represents the greatest single component of this supply, with
approximately 1.3 million square feet or 36 percent of the countywide sublease
space. As noted previously, however, the sublease supply has decreased
gradually from 3.6 percent at the end of fourth quarter, 1991 to 2.1 percent
at the end of 1997.

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

                                      21
<PAGE>

                   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      2,713,549              1,116,297
1992         (5,207)               256,775
1993       (248,158)               255,432
1994       (997,235)               257,190
1995        275,718              1,206,497
1996      1,533,675              1,276,646
1997      2,137,113              1,999,431
- --------------------------------------------------


    [THE NARRATIVE AND/OR TABULAR INFORMATION BELOW IS A FAIR AND ACCURATE
           DESCRIPTION OF GRAPHIC OR IMAGE MATERIAL OMITTED FOR THE
                           PURPOSE OF EDGAR FILING.]




                                  [BAR GRAPH]




<PAGE>

                                      LOS ANGELES COUNTY OFFICE MARKET ANALYSIS
- -------------------------------------------------------------------------------

  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)
 1996             0         1,533,675     (1,533,675)
 1997            0          2,137,113     (2,137,113)
- -----------------------------------------------------
Totals   16,716,717        13,212,581      3,534,136
- -----------------------------------------------------

  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 10 million square feet of new office supply was completed
during 1991 and 1992.

  Several submarkets in Los Angeles County office market provided initial
signs of recovery during 1993 and 1994, and have continued to tighten during
1995 through 1997, 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. Most submarkets experienced
declining direct and overall vacancy rates during 1994 through 1997. Gross
leasing activity remained stable on a countywide basis, and all markets
experienced positive absorption during 1997. On a submarket by submarket basis
many individual markets appear to be steadily improving and are currently
experiencing strong absorption, occupancy levels and value increases.

  There is a fundamental relationship between the growth in employment and the
demand for office space. Considered in conjunction with the task of new
development in recent years, the steady recovery in the employment market
since 1994 in Los Angeles County has corresponded directly to decreasing
office vacancy rates, as illustrated in the following chart.

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

                                      22
<PAGE>

                                      LOS ANGELES COUNTY OFFICE MARKET ANALYSIS
- -------------------------------------------------------------------------------

                           Los Angeles County
                   Employment & Office Vacancy Trends

===============================================================================
       Year         % Employment Change   Change in Office Vacancy Rate*
- -------------------------------------------------------------------------------
     1994-95              +1.49%          -10 basis points (18.7% to 18.6%)
     1995-96              +0.91%         -130 basis points (18.6% to 17.3%)
1996-3rd Qtr. 1997        +3.69%          -60 basis points (17.4% to 16.8%)
===============================================================================
*Direct Vacancy

  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 to strong 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 16.2 percent as of year-end
1997. 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, 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.

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

                                      23
<PAGE>

                              Los Angeles Central
                      OFFICE MARKET & SUBMARKET STATISTICS
                         End of the 4th Quarter of 1997
<TABLE>
<CAPTION>
                                                                                   Direct                  Overall
                                                       Number            Direct   Vacancy         Overall  Vacancy    Net Abserption
Market / Submarket                        Inventory  of Bldgs    Availabilities      Rate  Availabilities     Rate    4th Qtr
===================================================================================================================================
DOWNTOWN LOS ANGELES                     35,873,305     109         7,257,405      19.6%       8,563,854    23.2%   (45,078)
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>             <C>        <C>            <C>         <C>          <C>     <C>     
1  CBD/Financial District                29,601,872      65         5,552,911      18.9%       6,774,959    22.9%   (22,753)
2  South Park                               746,272       4           128,323      17.2%         128,323    17.2%    (3,199)
3  Central City East                      3,355,913      19           750,625      22.4%         750,825    22.4%    19,740
4  Little Tokyo/Chinatown                   481,218       6            86,059      17.9%          86,059    17.9%    12,986
5  Central City West                      2,788,030      15           709,267      25.4%         823,688    29.5%   (51,852)
- -----------------------------------------------------------------------------------------------------------------------------------
MID-WILSHIRE CORRIDOR                    13,831,210      79         3,528,486      25.5%       3,710,831    26.8%   (80,348)
- -----------------------------------------------------------------------------------------------------------------------------------
6  Mid-Wilshire                           8,075,518      47         2,301,150      28.5%       2,370,973    29.4%  (170,520)
7  Park Mile                              1,079,452      11           214,138      19.8%         216,723    20.1%    51,565
8  Miracle Mile                           4,676,240      21         1,013,198      21.7%       1,123,235    24.0%    38,607
- -----------------------------------------------------------------------------------------------------------------------------------
SAN GABRIEL VALLEY                        6,728,054      86         1,588,100      23.6%       1,661,017    24.7%    57,724
- -----------------------------------------------------------------------------------------------------------------------------------
9  Arcadia/Monrovia/W. Covina/Covina      1,756,147      29           371,996      21.2%         371,995    21.2%    15,920
10 El Monte                                 766,983      11           286,526      37.4%         286,526    37.4%   (10,738)
11 Alhambra / Monterey Park               1,753,296      12           371,762      21.2%         381,879    21.8%     6,892
12 City of Industry/Diamond Bar           1,530,822      20           286,016      18.7%         305,816    20.0%    51,937
13 City of Commerce                         920,806      14           271,800      29.5%         314,800    34.2%    (6,286)
- -----------------------------------------------------------------------------------------------------------------------------------
TOTAL                                    57,532,569     274        12,373,991      21.5%      13,935,802    24.2%   (67,702)
===================================================================================================================================
                                                                               
</TABLE>

<TABLE>
<CAPTION>

                                                                    Direct
                                         Net Abserption          Wtd. Avg.
Market / Submarket                                   YTD 1997  Rental Rate
===============================================================================
DOWNTOWN LOS ANGELES                                (146,000)       $17.84
- -------------------------------------------------------------------------------
<S>                                                  <C>            <C>   
1  CBD/Financial District                            114,018        $18.84
2  South Park                                           (336)       $14.64
3  Central City East                                (100,802)       $13.80
4  Little Tokyo/Chinatown                              5,836        $16.56
5  Central City West                                (164,716)       $15.96
- -------------------------------------------------------------------------------
MID-WILSHIRE CORRIDOR                                407,940        $15.86
- -------------------------------------------------------------------------------
6  Mid-Wilshire                                      198,204        $13.56
7  Park Mile                                          71,706        $15.12
8  Miracle Mile                                      138,030        $21.24
- -------------------------------------------------------------------------------
SAN GABRIEL VALLEY                                  (124,258)       $17.69
- -------------------------------------------------------------------------------
9  Arcadia/Monrovia/W. Covina/Covina                 (21,818)       $17.04
10 El Monte                                         (182,980)       $16.32
11 Alhambra / Monterey Park                          156,316        $17.40
12 City of Industry/Diamond Bar                        7,035        $19.44
13 City of Commerce                                  (82,811)       $18.60
- -------------------------------------------------------------------------------
TOTAL                                                137,682        $17.31
===============================================================================
</TABLE>

    [THE NARRATIVE AND/OR TABULAR INFORMATION BELOW IS A FAIR AND ACCURATE
           DESCRIPTION OF GRAPHIC OR IMAGE MATERIAL OMITTED FOR THE
                           PURPOSE OF EDGAR FILING.]

         [PIE CHART]                                   [BAR GRAPH]




                                  [BAR GRAPH]

<PAGE>


                                             DOWNTOWN LOS ANGELES OFFICE MARKET
- -------------------------------------------------------------------------------

DOWNTOWN LOS ANGELES OFFICE MARKET

  COMPETITIVE SUPPLY - OVERVIEW

  The subject property is located in the Central Business District of the
downtown Los Angeles office market, which is comprised of five distinct
submarkets: 1) The Central Business District (CBD), which includes the
Financial District, Bunker Hill and the Wilshire Corridor; 2) South Park; 
3) Central City East; 4) Little Tokyo/Chinatown; and 5) Central City West. 
These submarkets are distinguished by location, access, market perception and 
tenant mix, improvement quality, and rental rate structure.

  The most significant component of the downtown office supply is concentrated
in the CBD. This district is bordered by the Harbor Freeway (Interstate 110)
on the west, Ninth Street on the south, Second Street on the north, and Hill
Street to the east. The CBD comprises 80 percent of the existing inventory in
the downtown market, and represents the greatest concentration of office space
within the greater Los Angeles area. The South Park and Central City West
submarkets are secondary competitive submarkets, particularly as the potential
location for future competitive office development. The Central City East
submarket, which was the original downtown Los Angeles CBD, consists of older,
non-competitive buildings and government offices, and the Little
Tokyo/Chinatown market areas currently consist of smaller, specialty office
submarkets that offer very minimal competition for tenants in the CBD. An
emerging office location in the northeasterly portion of downtown Los Angeles
is Union Station (controlled by Catellus), which competed successfully for two
major build-to-suit office development with CBD sites during the past three
years.

  According to Cushman & Wakefield's year end 1997 survey, the CBD submarket
contained a total rentable office area of 29,601,872 square feet in 65
buildings. The direct vacancy rate was 18.9 percent, and the overall vacancy
rate was 22.9 percent based on 6,774,959 square feet of available office space
(including both direct and sublease space).

  The direct vacancy level has remained stable while overall vacancy rates for
all space within the CBD office market have improved from year end 1992, when
the direct and overall vacancy rates were 20.4 and 27.3 percent, respectively.
Year-end 1996 vacancy levels in the CBD were 20.5 percent (direct) and 23.9
percent (overall).

  Historical Office Development

  The accompanying chart summarizes the historical construction history for
the downtown Los Angeles office market (CBD). The market has been developed in
cycles. The Central Business District for downtown Los Angeles was originally
concentrated along Spring Street, which is located in the current Central City
East submarket. The current Central Business District has been developed since
1967 during four primary construction cycles:

     1) 1966-1970 - 10 buildings totaling approximately 2.4 million square
     feet were developed, including the Union Bank Building (445 South
     Figueroa Street, 40 stories, 600,000 square feet) and the AT&T Center
     (611 W. Sixth Street, 42 stories, 715,000 square feet). No new
     development occurred during the next two years;

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

                                      24
<PAGE>

      CONSTRUCTION HISTORY CHART

        Downtown Los Angeles
       Central Business District

       CONSTRUCTION HISTORY

              Number
            of Bidgs   Rentable Office
Year       Compieted         Area (SF)
1907               1            32,000
1922               1           142,000
1923               1           196,073
1924               1           360,000
1926               2           319,908
1928               3           304,082

1931               1           224,000
1935               1           410,940

1955               1           163,000
1956               1           110,394
1958               1           166,000

1960               1           326,000
1963               1            95,000
1966               2           638,393
1967               2           889,293
1968               1           143,000
1969               1           715,483

1970               0                 0
1971               0                 0
1972               4         2,329,608
1973               4         2,017,305
1974               1           344,707
1975               1         1,324,228
1976               0                 0
1977               0                 0
1978               0                 0
1979               2           617,000

1980               0                 0
1981               1           285,493
1982               6         3,493,287
1983               2         1,056,800
1984               0                 0
1985               4         2,558,920
1986               2           538,498
1987               3           846,116
1988               2           867,000
1989               1         1,300,000

1990               1           934,000
1991               6         3,723,694
1992               2         1,703,355
1993               0                 0
1994               0                 0
1995               0                 0
1996               0                 0
- --------------------------------------
   Totals         63        29,175,557
- --------------------------------------
 Pre-1960         22         5,235,546

1970-1979         12         6,632,848

1980-1989         21        10,946,114

1990-1996          8         6,361,049

<PAGE>

                                             DOWNTOWN LOS ANGELES OFFICE MARKET
- -------------------------------------------------------------------------------

     2) 1972-1975 - 10 new buildings totaling approximately 6.0 million square
     feet were completed, including ARCO Plaza (515-555 South Flower Street,
     52 stories, two buildings with a combined rentable area of approximately
     2.0 million square feet), First Interstate Tower (707 Wilshire Boulevard,
     62 stories, about 1.0 million square feet), and Security Pacific Plaza
     (333 South Hope Street, 55 stories, 1.3 million square feet). The
     significant amount of new construction and the national economic
     recession during this period resulted in very limited development (2
     buildings totaling 617,000 square feet) from 1976 through 1980;

     3) 1981-1985 - 10 new buildings with a combined area of 4.8 million
     square feet were completed, including Citicorp Center Phase I (725 South
     Figueroa Street, 41 stories, 900,000 square feet), Wells Fargo Center
     (333-355 South Grand Avenue, 2 buildings totaling 2.2 million square
     feet), 444 South Flower Street (previously the Wells Fargo Building, 48
     stories, 900,000 square feet), One California Plaza (300 South Grand
     Avenue, 42 stories, 900,000 square feet), and 400 South Hope Street (26
     stories, 660,000 square feet). The majority of this new office supply was
     developed in the subject's Bunker Hill market area;

     4) 1989-1992 - Although several new developments were completed from 1986
     through 1988, the most significant construction boom in the downtown
     market occurred during the three-year period 1989-1992. Nine new
     buildings totaling nearly 7.7 million square feet were completed,
     including First Interstate World Center (633 West Fifth Street, 73
     stories, 1.3 million square feet), Southern California Gas Center (555
     West Fifth Street, 52 stories, 1.2 million square feet), Sanwa Bank Plaza
     (601 South Figueroa Street, 52 stories, 900,000 square feet), Citicorp
     Center Phase II (777 South Figueroa Street, 52 stories, 1 million square
     feet), and the California Plaza II (52 stories, 1.3 million square feet).
     A number of older buildings were also renovated during this period.

  Although there are a number of entitled or proposed sites for new office
supply, no new development has occurred in the CBD since 1992. A significant
build-to-suit office project was completed in 1996 and a second is currently
under construction on the Union Station property northeast of downtown Los
Angeles, however. The completed development is the MTA headquarters
(Metropolitan Transportation Authority), a 600,000 square-foot office tower,
and the current development involves a 12-story, 540,000 square-foot
headquarters development for MWD (Metropolitan Water District). These
quasi-public agencies have (or will) relocated from other downtown locations,
and have selected the Union Station area in part because this site is the
"hub" for all regional public transportation facilities.

CENTRAL BUSINESS DISTRICT

  Primary Competitive Supply-Office Development

  Office development in the CBD is concentrated in three primary areas: 1)
Bunker Hill, which is bordered by Fifth Street (south), Second Street (north),
Grand Avenue (east) and Flower Street (west); 2) the Figueroa Street Corridor
in the Financial District; and 3) other Financial District locations including
primarily the Wilshire Corridor, Flower Street, and Sixth Street. The primary
competitive office buildings in downtown Los Angeles are located in the three
areas summarized above. The charts and narrative discussion on the following
pages

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

                                      25
<PAGE>

<TABLE>
<CAPTION>

               COMPETITIVE DOWNTOWN LOS ANGELES OFFICE BUILDINGS
                 Rental and Occupancy Survey as of 1st Qtr 1998
- ---------------------------------------------------------------------------------------------------------------------------
                                              Building Information                                               Overall
Item  Building Name /                 No. of         Area   Avg. Flr.  Year           Available Space (SF)      Availablity
 No.  Location                       Storles         (SF)  Area (SF)   Built   Floor(s)      Dlrect   Sublease    (SF)
- ---------------------------------------------------------------------------------------------------------------------------
Bunker Hill Office Buildings
- ---------------------------------------------------------------------------------------------------------------------------
<S>   <C>                          <C>        <C>          <C>       <C>      <C>           <C>       <C>       <C>        
 B-1  The Gas Company Tower            52       1,200,000     23,077   1991         4 - 8     72,686      0
      555 West Sth Street                                                         30 - 50     96,555      0          Total
                                                                                             169,241      0        169,241
- ---------------------------------------------------------------------------------------------------------------------------
 B-2  One Bunker Hill                  13         224,000     17,231   1931             6          0    2,740
      601 West Sth Street                                                          2 - 10     40,641      0          Total
                                                                                              40,641    2,740       43,381
- ---------------------------------------------------------------------------------------------------------------------------
 B-3  Library Tower / FIB World Ctr    73       1,380,085     18,631   1989   .16,64 & 72          0   68,309
      633 West 5th Street                                                         14 - 67    137,410      0          Total

                                                                                             137,410   68,309      205,719
- ---------------------------------------------------------------------------------------------------------------------------
 B-4  444 Plaza                        48         893,979     18,625   1982      Gmd - 47          0  161,779
      444 South Flower Street                                                     37 & 38     16,673      0          Total
                                                                                              16,673  161,779      178,852
- ---------------------------------------------------------------------------------------------------------------------------
 B-5  One California Plaza             42         936,864     22,306   1985       12 & 26          0   32,401
      300 South Grand Avenue                                                  Gmd 10 - 38     96,351      0          Total
                                                                                              96,351   32,401      128,752
- ---------------------------------------------------------------------------------------------------------------------------
 B-6  Wells Fargo Center - North       54       1,255,257     23,246   1982    22-41 & 53          0  125,536
      333 South Grand Avenue                                                       4 - 42     93,640      0          Total
                                                                                              93,640  125,536      219,176
- ---------------------------------------------------------------------------------------------------------------------------
 B-7  Two California Plaza             52       1,277,801     24,573   1992            22          0   20,013
      350 South Grand Avenue                                                      15 - 39    134,969      0          Total
                                                                                             134,969   20,013      154,932
- ---------------------------------------------------------------------------------------------------------------------------
 B-8  Wells Fargo Center - South       45       1,012,000     22,489   1983        Ground          0      0
      355 South Grand Avenue                                                      18 - 42    207,503      0          Total
                                                                                             207,503      0        207,503
- ---------------------------------------------------------------------------------------------------------------------------
 B-9  Arco Center                      55       1,359,934     24,726   1974       24 - 31          0   52,220
      333 South Hope Street                                                       11 - 20    140,523      0          Total
                                                                                             140,523   52,220      192,743
- ---------------------------------------------------------------------------------------------------------------------------
B-10  400 S. Hope Street Building      26         651,756     25,452   1982        Ground          0      0
      400 South Hope Street                                                        3 - 26     85,051      0          Total
                                                                                              85,051      0         85,051
      Market Totals                   480      10,181,677     22,134                       1,122,202  462,998    1,585,.200
- ---------------------------------------------------------------------------------------------------------------------------

</TABLE>

<TABLE>
<CAPTION>

- -------------------------------------------------------------------------------------
                                          Quoted                   Direct     Overall
Item  Building Name /                   Annual Rent       Lease  Occupancy  Occupancy
 No.  Location                         PSF        PSF     Type     Ratio      Ratio
- -------------------------------------------------------------------------------------
Bunker Hill Office Buildings
- -------------------------------------------------------------------------------------
<S>   <C>                           <C>          <C>     <C>    <C>         <C>
 B-1  The Gas Company Tower           $8.00  -  $12.00    NNN      85.9%      85.9%
      555 West Sth Street             $8.00  -  $12.00    NNN

- -------------------------------------------------------------------------------------
 B-2  One Bunker Hill                $10.80  -  $10.80    FSG      81.9%      80.6%
      601 West Sth Street            $12.00  -  $18.00    FSG

- -------------------------------------------------------------------------------------
 B-3  Library Tower / FIB World Ctr   $5.00  -  $22.00  NNN/FSG    89.9%      84.9%
      633 West 5th Street             $8.00  -  $12.00    NNN

- -------------------------------------------------------------------------------------
 B-4  444 Plaza                      $15.00  -  $18.00    FSG      98.1%      80.0%
      444 South Flower Street        $18.00  -  $18.00    FSG

- -------------------------------------------------------------------------------------
 B-5  One California Plaza           $10.00  -  $10.00   Negol     89.7%      86.3%
      300 South Grand Avenue          $8.00  -  $15.00    NNN

- -------------------------------------------------------------------------------------
 B-6  Wells Fargo Center - North     $11.00  -  $16.00    FSG      92.5%      82.5%
      333 South Grand Avenue          $8.00  -  $12.00    NNN

- -------------------------------------------------------------------------------------
 B-7  Two California Plaza           $18.00  -  $18.00    FSG      89.4%      87.9%
      350 South Grand Avenue         $13.00  -  $18.00    NNN

- -------------------------------------------------------------------------------------
 B-8  Wells Fargo Center - South       ---   -    ---     ---      79.5%      79.5%
      355 South Grand Avenue          $8.00  -  $12.00    NNN

- -------------------------------------------------------------------------------------
 B-9  Arco Center                     $9.00  -  $22.00    FSG      89.7%      85.8%
      333 South Hope Street          $15.00  -  $20.00    FSG

- -------------------------------------------------------------------------------------
B-10  400 S. Hope Street Building      ---   -    ---     ---      87.1%      87.1%
      400 South Hope Street          $22.00  -  $22.00    FSG

      Market Totals                                                89.0%      84.4%
- -------------------------------------------------------------------------------------

</TABLE>

    [THE NARRATIVE AND/OR TABULAR INFORMATION BELOW IS A FAIR AND ACCURATE
           DESCRIPTION OF GRAPHIC OR IMAGE MATERIAL OMITTED FOR THE
                           PURPOSE OF EDGAR FILING.]


                                  [BAR GRAPH]


<PAGE>

                                             DOWNTOWN LOS ANGELES OFFICE MARKET
- -------------------------------------------------------------------------------

provide an overview of the primary competitive office properties in and
adjacent to the Central Business District.

  BUNKER HILL

  The competitive office buildings in the Bunker Hill neighborhood are
summarized on the chart on the accompanying page. Bunker Hill includes 10
buildings with a total rentable area of approximately 10,181,677 square feet.
The existing inventory includes some of the newest office product in the
downtown market, including Two California Plaza (1.3 million square feet)
which was completed in 1992, and the Southern California Gas Company Center
building (1.2 million square feet) which was completed in 1991. The 71-story
First Interstate World Center (now Library Tower) is the tallest building in
the western United States, and was developed by Maguire Thomas Partners as
part of the Library Square Project (which also includes the Southern
California Gas Company tower).

  Bunker Hill consists primarily of high quality Class A buildings, and this
submarket has a direct occupancy level of 89 percent and an overall occupancy
rate of 84.4 percent, including sublease space. Major tenants within this
submarket include major financial institutions, accounting firms, and law
firms. The following tenants have long term leases on more than 150,000 square
feet of space within this submarket: 1) Southern California Gas Company; 2)
Jones, Day, Reavis & Pogue (law firm); 3) Wells Fargo Bank; 4) Pacific
Enterprises; 5) Arthur Andersen (accounting); 6) Latham & Watkins (law firm);
and 7) Gibson, Dunn & Crutcher (law firm). Arco signed a 15-year lease for
about 200,000 square feet (and building signage) in 333 South Hope Street
during 1996, and relocated this space requirement from its prior location at
1055 W. Seventh Street, just west of the CBD across the Harbor Freeway. The
current lease commitment in this building extends to January, 1999, but Arco
relocated to its new Bunker Hill. premises during the second quarter, 1997.

  Despite the high quality of the tenancy in the Bunker Hill submarket,
several buildings in this neighborhood were significantly impacted by tenant
consolidations and relocations during the first several years of this decade.
The recent occupancy by Arco follows several years of uncertainty relating to
the 333 South Hope premises following the loss through a bank merger of the
previous anchor tenant (Security Pacific).

  The merger of Bank of America and Security Pacific National Bank in 1992
resulted in the consolidation of the merged bank's operation at Bank of
America Tower at 555 South Flower Street and Beaudry I. As a result, the
former Security Pacific National Bank headquarters space (690,000 square feet)
at 333 South Hope Street became available on a direct lease basis during the
first half of 1994. This building was the first major Bunker Hill office
development and is still the largest building in downtown Los Angeles. As
noted above, Arco recently committed to lease the former Security Pacific
premises, although the tenant's lease at the current Arco Center does not
expire until 1999. Other major consolidations which previously affected Bunker
Hill office property occupancy levels include IBM and the Wells Fargo/1st
Interstate merger. IBM leased approximately 600,000 square feet of space in
333 South Grand Avenue (the IBM building), but marketed their premises for
sublease during the past several years. A February, 1995 lease transaction
with the Los Angeles Unified School District (LAUSD) was negotiated for
approximately 280,000 square feet of the IBM space. The lease includes floors
3 through 11, and floors 15 and 19 for a term of 7 years. The lease was
structured as a combination of 

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

                                      26
<PAGE>

                                             DOWNTOWN LOS ANGELES OFFICE MARKET
- -------------------------------------------------------------------------------

sublease (through the remaining term of the IBM lease in October, 1998) and
landlord direct lease. At First Interstate World Center/Library Tower, the
merger of Wells Fargo and 1st Interstate, which has substantial premises in
downtown buildings, added considerable sublease space to the downtown market
during the fourth quarter, 1996. Most of this space has been subleased during
1997, including the former 1st Interstate ground floor bank branch to City
National Bank. Arthur Andersen leases approximately 200,000 square feet in this
building, but has an early termination option (with penalties) in 1999. The
tenant and landlord have been negotiating a new extension/renewal agreement
which would reduce the premises to about 150,000 square feet and extend the
lease for roughly ten years. Library Tower currently has about 68,000 square
feet available for sublease including the bank's premises.

  Several significant leases were negotiated for space in Bunker Hill
buildings during 1996, including the Arco lease for about 200,000 square feet
in 333 South Hope. Mellon Bank signed a lease during third quarter, 1996 for
approximately 60,000 square feet in 400 South Hope Street, with a commencement
during first quarter, 1997. The building is now named for the tenant. Aames
Financial signed a lease for about 175,000 square feet in California Plaza
II, and Morgan Lewis et al signed a lease for about 75,000 square feet in Cal
Plaza I. Aames has recently experienced financial difficulties, however, and
was reportedly considering subleasing this new premises. The combined impact
of three large new tenants to this market since the beginning of 1995 (LAUSD,
Aames, and Arco) resulted in tighter market conditions for Bunker Hill
buildings during 1997. Oaktree Capital signed a 75,000 square-foot lease in
March, 1998 to relocate to Wells Fargo Center on Bunker Hill from its current
premises in 550 South Hope Street. The tenant is expanding from a current size
of about 15,000 square feet. Other smaller but significant lease transactions
in Bunker Hill buildings during the past year have included Hill, Farrer &
Burrill (30,000 square feet in Cal Plaza I), McKinsey & Company (25,000 square
feet in 400 South Hope Street), and the Los Angeles Unified School District
(25,000 square-foot expansion in IBM Tower). Citicorp recently committed to a
new lease for about 60,000 square feet of space in 444 South Flower Street
following the expiration of their current lease in 2000 at 725 South Figueroa
Street. As discussed previously the Metropolitan Water District is developing
a new headquarters property adjacent to Union Station, and is expected to
vacate its 395,000 square-foot premises in California Plaza II at lease
expiration in 1999.

  FIGUEROA CORRIDOR

  The competitive office buildings within the Figueroa Corridor area are
summarized on the chart on the accompanying page. Figueroa Corridor includes
15 buildings with a combined rentable area of approximately seven million
square feet. This submarket encompasses a relatively large geographic area and
includes properties at both the northern and southern boundaries of the
downtown office market. With the exception of the 777 Tower building, the
buildings in this submarket generally contain less than one million square
feet of rentable area. Figueroa Corridor experienced significant new
development over the first two years of this decade, with nearly 3.4 million
square feet of rentable area delivered to this submarket from 1990 to 1992, or
approximately 50 percent of the current inventory of office space. The most
recently completed building is 801 South Figueroa Street, which was completed
in mid 1992. This property sold during 1996 (refer to Sales Comparison
Approach), and is to be included in a pending portfolio acquisition.

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

                                       27
<PAGE>

<TABLE>
<CAPTION>
                                        COMPETITIVE DOWNTOWN LOS ANGELES OFFICE BUILDINGS
                                                  Rental and Occupancy Survey as of 1st Qtr 1998

                                                Building Information                                               Overall
Item  Building Name /                   No. of         Area   Avg. Flr.  Year           Available Space (SF)      Availability
 No.  Location                         Storles         (SF)  Area (SF)   Built   Floor(s)      Direct   Sublease    (SF)
<S>   <C>                            <C>        <C>         <C>          <C>    <C>           <C>       <C>       <C>
Figueroa Street Corridor
 F-1  Figueroa Plaza - Phasa I           16         307,556     19,715   1985        Ground          0     0
      201 North Figueroa Street                                                      2 - 14     46,422     0           Total
                                                                                                46,422     0          48,422
 F-2  Figueroa Plaza - Phasa II          16         307,556     19,715   1991        Ground          0     0
      221 North Figueroa Street                                                           0          0     0           Total
                                                                                                     0     0               0
 F-3  The Park                            3         243,000     81,000   1979        Ground     26,346     0
      201-281 South Figueroa Street                                                   2 - 4    123,065     0           Total
                                                                                               149,433     0         149,433
 F-4  Sheraton Grande Office Building     4          44,800     11,200   1983          Mezz      4,295     0
      345 South Figueroa Street                                                           3      6,112     0           Total
                                                                                                12,407     0          12,407
 F-5  Los Angeles World Trade Ctr        10         349,600     34,960   1974        Ground          0     0
      350 South Figueroa Street                                                       1 - 7    109,158     0           Total
                                                                                               109,158     0         109,166
 F-6  Union Bank Plaza                   40         507,822     15,196   1957       24 & 33          0   32,063
      445 South Figueroa Street                                                     22 - 37     65,479     0           Total
                                                                                                65,479   32,063       97,542
 F-7  Manulife Plaza                     20         392,626     19,631   1982        Ground          0     0
      515 South Figueroa Street                                                      3 - 21     47,743     0           Total
                                                                                                47,743     0          47,743
 F-8  Sanwa Bank Plaza                   52         934,000     17,962   1990       43 & 44          0   11,336
      601 South Figueroa Street                                                     13 - 38     32,951     0           Total
                                                                                                32,951   11,336       44,267
 F-9  Home Savings Tower                 24         259,549     10,815   1988       12 & 19          0   16,619
      660 South Figueroa Street                                                      7 - 20     50,188     0           Total
                                                                                                50,188   16,619       68,807
F-10  Citicorp Center                    41         895,058     21,831   1985        2 - 23          0  170,768
      725 South Figueroa Street                                                     15 - 39    138,777     0           Total
                                                                                               138,777  170,768      309,545
F-11  777 Tower                          52       1,004,000     19,308   1991     5,29,34&35          0  16,993
      777 South Figueroa Street                                                      3 - 50     71,395     0           Total
                                                                                                71,395   18,993       88,368
F-12  800 S. Figueroa St. Building       12         122,002     10,167   1982        Ground      4,857     0
      800 South Figueroa Street                                                      6 - 12     81,180     0           Total
                                                                                                86,037     0          86,037
F-13  801 Tower                          24         435,832     18,160   1992         4 - 8          0   33,680
      801 South Figueroa Street                                                   Grnd - 10     41,831     0           Total
                                                                                                41,831   33,680       75,511
F-14  865 S. Figueroa Tower              35         674,132     19,261   1991       27 & 33          0   13,871
      865 South Figueroa Street                                                      1 - 33     52,043     0           Total
                                                                                                52,043   13,871       85,914
F-15  888 International Tower            21         412,000     19,619   1985        Ground          0     0
      888 South Figueroa Street                                                      2 - 21    145,189     0           Total
                                                                                               146,189     0         146,183
      Market Totals                     369       6,939,833     18,932                       1,050,061  295,330    1,345,381

</TABLE>

<TABLE>
<CAPTION>

                                           Quoted                     Direct     Overall
Item  Building Name /                    Annual Rent         Lease  Occupancy  Occupancy
 No.  Location                          PSF        PSF       Type     Ratio      Ratio
<S>   <C>                             <C>        <C>         <C>    <C>        <C>
Figueroa Street Corridor
 F-1  Figueroa Plaza - Phasa I           ---   -    ---      ---      84.9%      84.9%
      201 North Figueroa Street        $18.00  -  $18.00     FSG

 F-2  Figueroa Plaza - Phasa II          ---   -    ---      ---     100.0%     100.0%
      221 North Figueroa Street          ---   -    ---      ---

 F-3  The Park                         $15.00  -  $15.00     FSG      38.5%      38.5%
      201-281 South Figueroa Street    $15.00  -  $15.00     FSG

 F-4  Sheraton Grande Office Building  $12.00  -  $18.00     FSG      72.3%      72.3%
      345 South Figueroa Street        $12.00  -  $18.00     FSG

 F-5  Los Angeles World Trade Ctr        ---   -    ---      ---      68.8%      68.8%
      350 South Figueroa Street        $13.00  -  $14.50     FSG

 F-6  Union Bank Plaza                 $18.00  -  $24.00   FSG/NNN    89.2%      84.0%
      445 South Figueroa Street        $18.00  -  $24.00     FSG

 F-7  Manulife Plaza                     ---   -    ---      ---      87.8%      87.8%
      515 South Figueroa Street        $23.00  -  $23.00     FSG

 F-8  Sarwa Bank Plaza                 $12.50  -  $17.00   NNN/FSG    96.5%      95.3%
      601 South Figueroa Street        $15.00  -  $25.00     NNN

 F-9  Home Savings Tower               $12.50  -  Negot.     NNN      80.7%      74.3%
      660 South Figueroa Street        $17.00  -  $20.00     FSG

F-10  Citicorp Center                  $12.00  -  $18.00   NNN/FSG    84.5%      65.4%
      725 South Figueroa Street        $12.00  -  $12.00     NNN

F-11  777 Tower                        $12.00  -  $25.00     FSG      92.9%      91.2%
      777 South Figueroa Street        $14.00  -  $18.00     NNN

F-12  800 S. Figueroa St. Building     $14.00  -  $16.00     FSG      29.5%      29.5%
      800 South Figueroa Street        $14.00  -  $16.00     FSG

F-13  801 Tower                         $8.00  -  $18.56     FSG      90.4%      82.7%
      801 South Figueroa Street        $22.00  -  $25.00     FSG

F-14  865 S. Figueroa Tower            $12.00  -  $22.00     FSG      92.3%      90.2%
      865 South Figueroa Street        $14.00  -  $16.00     NNN

F-15  888 International Tower           $0.00  -  $0.00      FSG      64.5%      64.5%
      888 South Figueroa Street        $18.00  -  $18.00     FSG

      Market Totals                                                   85.0%      80.8%
</TABLE>


[Graph omitted]


                                      
<PAGE>

                                            DOWNTOWN LOS ANGELES OFFICE MARKET
- -------------------------------------------------------------------------------

  Figueroa Corridor buildings have a combined occupancy rate of 80.8 percent,
including sublease availabilities. On a landlord direct basis the buildings
have an occupancy level of 85.0 percent. Major tenants within this submarket
include domestic and foreign financial institutions, law firms, and investment
banking firms. Several insurance firms have also located to new buildings in
this corridor during the past few years. The larger tenants within the
Figueroa Corridor include: 1) Union Bank of California; 2) Home Savings; 
3) Sanwa Bank; 4) Citicorp; 5) Trust Company of the West (investment services);
6) Mitsui Manufacturer's Bank; 7) Pilsbury, Madison and Sutro (law firm); 
8) Graham & James (law firm); 9) KMPG Peat Marwick (accounting); 10) AIG
(insurance); 11) Marsh McClennan (insurance); and 12) Jardine/Alexander &
Alexander (insurance).

  Citicorp leases about 180,000 square feet in 725 South Figueroa Street
(Citicorp Phase I), and its current lease expires in 2000. The tenant has
negotiated a new lease, and will vacate this building prior to the end of the
current term, and relocate in a downsized premises (about 60,000 square feet)
to 444 South Flower Street (refer to Bunker Hill submarket). The building is
to be renamed after the bank.

  As discussed in the Sales Comparison Approach, this property sold during
1997. In addition to the Citicorp premises, two other major tenants in this
building have lease expirations during 2000: KPMG Peat Marwick (160,000 square
feet) and Pillsbury Madison Sutro (120,000 square feet). KPMG was involved in
a pending merger with Ernst & Young during the latter portion of 1997, but the
merger was not completed. Each of these accounting firms were negotiating for
new premises prior to the merger, including a major lease at Wells Fargo
Center, but the negotiations were delayed.

  Citicorp Phase II (777 South Figueroa) had lost two major long-term law firm
tenants in recent years through default: Baker & McKenzie, which leased a
120,000 square-foot premises for a 15-year term commencing 1991 (tenant
vacated during in 1995), and Adams Duque Hazeltine, which leased an 83,000
square-foot premises for a 15-year term commencing 1991 (tenant vacated
following bankruptcy during fourth quarter, 1996). Despite the loss of these
tenants, the building is currently 92.9 percent leased on a direct basis, due
in part to the expansion of its existing tenant base. Johnson & Higgins merged
with Marsh McLennan, the major tenant in 777 Figueroa. The tenant relocated
its Century City premises (former Johnson & Higgins space) to the downtown
market, expanding by 75,000 square feet in 777 Figueroa. Paine Webber singed a
lease for the top two floors of this building during 1997, relocating from
the adjacent 725 Figueroa tower.

  The insurance industry has provided several significant new tenants in
recent years to the downtown market. Chubb Insurance is a major tenant in 801
Tower, and Alexander & Alexander relocated to this building from Pasadena in
1996 following a merger. Other tenant demand for buildings in this corridor
during the past year included Arter & Hadden (60,000 square feet in 725
Figueroa) and American Custom (40,000 square feet in 801 Tower). The City of
Los Angeles leased 160,000 square feet in Figueroa Plaza, a two-building
development located in the northerly end of the downtown market (items F-1 and
F-2) during 1997. This property is a Class A development but is in a secondary
location near the Civic Center.

- -------------------------------------------------------------------------------
                                      28
<PAGE>

[Unkeyable page - WELLS055.TIF]


                                      
<PAGE>

[Unkeyable page - WELLS056.TIF]

<PAGE>

                                            DOWNTOWN LOS ANGELES OFFICE MARKET
- -------------------------------------------------------------------------------


  OTHER MAJOR DOWNTOWN BUILDINGS

  The "Other Major Downtown Buildings" are summarized on the chart on the
accompanying page. These 15 buildings range in size from 95,000 to 1,009,529
square feet, and include some of the earliest major class A office
developments in the downtown Los Angeles office market. The ARCO Plaza North
and South Towers, completed in 1972, represent one of the first major
high-rise office developments in Los Angeles. The project contains over 
2 million square feet of rentable office area and approximately 225,000 square
feet of subterranean retail space. The north tower serves as the corporate
headquarters for Atlantic Richfield Company (ARCO), and the south tower is the
regional headquarters location for Bank of America.

  These 15 buildings total approximately 6.1 million square feet and have a
combined occupancy rate of 73.6 percent, including sublease availabilities.
Major tenants include diversified holding companies, financial institutions,
and telecommunication companies. The larger tenants in these buildings
include: 1) Atlantic Richfield Company (ARCO); 2) Bank of America; 3) Bank of
California; 4) Brobeck, Phleger, & Harrison (law firm); 5) MCI Communications;
and 6) Ernst & Young (accounting/consulting). The most recently completed
building among this subgroup is the 550 South Hope Street property, which was
acquired by Equity Office in 1997.

  WILSHIRE CORRIDOR

  The competitive buildings along the Wilshire Corridor area (including
adjacent streets) are summarized on the chart on the accompanying page. This
submarket consists of 12 buildings with a combined rentable area of
approximately 4.3 million square feet. The buildings along the Wilshire
Corridor are generally smaller and older than the competitive office product
situated in the Bunker Hill, Figueroa Corridor, and adjacent areas. The
Wilshire Corridor buildings have an average rentable area of about 350,000
square feet and an average age of approximately 25 years. With the exception
of 707 Wilshire Boulevard, none of the buildings along this corridor has a
rentable area in excess of 600,000 square feet.

  The 12 buildings total about 4.3 million square feet, and have a combined
occupancy rate of 75.1 percent, including sublease availabilities. The
buildings within this subgroup include both Class A and B properties, and the
lower quality properties have experienced downward pressures on rents over the
past few years. Major tenants within this submarket include domestic and
foreign financial institutions, diversified holding companies, communication
companies, and accounting firms. The larger tenants within this submarket
include: 1) First Interstate/Wells Fargo Bank; 2) Bank of America (formerly
Security Pacific National Bank); 3) Los Angeles Community College District; 4)
Deloitte & Touche (accounting firm).

  The Wilshire Corridor buildings suffered a significant loss of their former
tenant base during the latter portion of the 1980's to the newer office
buildings in the downtown area. Several of the former major tenants of the
Wilshire Corridor buildings, including Dai-Ichi Kangyo Bank, Tokai Bank, Sanwa
Bank, The Industrial Bank of Japan, and First Interstate Bank, have relocated
all or a major portion of their operation to new facilities in the Bunker Hill
area or along the Figueroa Corridor. The Wells Fargo buyout of 1st Interstate
may also have a negative impact on occupancy levels. First Interstate/Wells
Fargo leases 420,000 square feet in 707

- -------------------------------------------------------------------------------
                                     29
<PAGE>

 Downtown Los Angeles
  Central Business District
  GROSS LEASING ACTIVITY

Year  Gross SF Leased
1990        3,106,278
1991        2,270,943
1992        2,440,763
1993        2,132,823
1994        2,520,125
1995        2,307,655
1996        2,471,206
1997        2,068,957

[Graph omitted]
Gross Leasing Activity Chart

<PAGE>


[Unkeyable page - WELLS059.TIF]

<PAGE>


                                            DOWNTOWN LOS ANGELES OFFICE MARKET
- -------------------------------------------------------------------------------

Wilshire Boulevard (1st Interstate Tower) for a term expiring February,
1999. 1st Interstate/Wells is also a 50 percent owner of this building,
however, which may impact the renewal for this tenant. Several owners of
buildings in this submarket have undertaken renovation programs to enhance the
marketability of the space in their respective properties. The owners of the
811 Wilshire Building completed an extensive renovation program in 1991, which
included the installation of a new fire safety/sprinkler system, a voice
command center, and a more modern building facade. The building was
subsequently acquired through foreclosure and was sold in January, 1995. The
building is reportedly being re-marketed for sale during 4th quarter, 1997.
The 770 Wilshire Building was recently renovated with the installation of
improved building systems, new fire/life safety systems, and a remodeled
lobby. The One Wilshire Building has become a communications tenant property,
with several switching stations and fiber-optic companies.

  Other nearby Class "B" buildings have been marketing space for lease to
telecommunications tenants due to the overflow demand from One Wilshire, the
nearby cabling infrastructure, and the higher rental rates for this category
of tenant.

  Two recent acquisitions by Goodwin Gaw of long-vacant buildings along or
adjacent to this corridor may effectively create a new "renovated" supply in
the CBD. This firm had previously acquired 818 West 7th Street in 1996, and
has leased significant portions of the largely vacant building during 1997.
Goodwin Gaw acquired the 400,000 square-foot 612 South Flower Street property
in 1997 from the lender, Bank of Nova Scotia. The building has been vacant for
seven years, and requires substantial capital investment prior to occupancy.
The buyer has been marketing the property for lease to major tenants, and is
reportedly one of three buildings considered for the Deloitte & Touche
requirement (200,000 square feet).

  CENTRAL CITY WEST - BUILDINGS LOCATED WEST OF THE HARBOR (I-110) FREEWAY
  The five competitive buildings located west of the Harbor (I-110) Freeway
are summarized on the chart on the accompanying page. This submarket consists
of five buildings with a combined rentable area of approximately 2.2 million
square feet. With the exception of ARCO Center, the buildings located west of
the Harbor Freeway are generally of lesser quality than the newer Class A
office properties in the other downtown submarkets. These buildings are not
included in the CBD office supply of 29,601,872 square feet referenced
previously. The buildings in this submarket are considered to be locationally
inferior to the competitive Class A office buildings in the core downtown
areas, and compete on a costs basis with otherwise similar CBD office
buildings.

  The buildings located west of the Harbor Freeway have a current combined
direct occupancy rate of 79.8 percent, or 61.8 percent, including sublease
availabilities. Two large sublease availabilities, including former Arco and
First Interstate premises, contribute to more than 400,000 square feet of
sublease availabilities in this submarket. The buildings within this subgroup
include Class A and B space, although the properties generally have excellent
visibility from the freeway. Major tenants within this submarket include
financial institutions, diversified holding companies, and financial services
firms. The larger tenants within this submarket include: 1) Bank of America;
2) ARCO; 3) The Pacific Stock Exchange; 4) The Department of Water and Power,
and 5) 1st Interstate/Wells Fargo. As noted previously, ARCO signed a lease to
relocate to 333 South Hope, and vacated its current 265,000 square-foot

- -------------------------------------------------------------------------------
                                       30
<PAGE>


                         OFFICE BUILDING VACANCY SURVEY
               Central Business District of Downtown Los Angeles
                 Rental and Occupancy Survey as of 1st Qtr 1998

<TABLE>
<CAPTION>
                                                                                                 Vacancy Ratios
                           No. of    Inventory             Available (SF)               --------------------------------
   Submarket            Buildings  Square Feet  Direct       Sublease      Overall      Direct      Sublease     Overall
<S>                    <C>          <C>         <C>         <C>            <C>          <C>      <C>          <C>        
(B) Bunker Hill                10   10,181,677  1,122,202        462,998     1,585,200    11.0%         4.5%       15.6%

(O) Other Buildings            15    6,100,085  1,540,784         71,809     1,612,593    25.3%         1.2%       26.4%

(F) Figueroa Corridor          15    6,989,533  1,050,061        295,330     1,345,391    15.0%         4.2%       19.2%

(W) Wilshire Corridor          12    4,257,708    877,205        149,131     1,026,336    20.6%         3.5%       24.1%

(H) West of Harbor Fwy          5    2,173,595    439,353        389,979       829,332    20.2%        17.9%       38.2%

   TOTAL                       57   29,702,598  5,029,605      1,369,247     6,398,852    16.9%         4.6%       21.5%
</TABLE>

[Graph omitted]
[Graph omitted]



<PAGE>

                                            DOWNTOWN LOS ANGELES OFFICE MARKET
- -------------------------------------------------------------------------------
premises in ARCO Center, which expires in 1999. Wells Fargo/1st Interstate
vacated its operations headquarters located at 1055 West 7th Street and has
leased 300,000 square feet of the property for Prudential healthcare offices.
This property (not included on the summary) contains 380,000 square feet of
rentable area in nine above-ground floors, and an additional 340,000 square
feet in three below-grade levels.

  ARCO Center is considered to be the highest quality of the existing
office properties located west of the freeway. The Wilshire Finance Building
transferred ownership in November, 1993 and remains vacant. The
triangular-shaped office tower is situated on top of a 15-level parking
structure, which provides for excellent visibility from the freeway. Bank of
America, which assumed control of Beaudry Center I following the merger with
Security Pacific National Bank, has consolidated much of the bank's regional
back office and computer-related space requirements at this location. First
Interstate/Wells Fargo is expected to vacate its premises in Wilshire Bixel
at the end of the current term and is currently offering nearly 100,000 square
feet for sublease in this building. This property (Wilshire Bixel) has been
marketed for sale for about six months, and sold to Kennedy Wilson in March,
1998. The new ownership plans to achieve an $18 per-square-foot full service
gross rental rates for the Wells Fargo space expected to be vacated at the end
of 1998.

  VACANCY

  The 57 properties summarized on the previous charts have a combined
rentable area of approximately 29.7 million square feet, and represent the
primary competitive downtown office building marketplace. The inventory is
summarized on the accompanying page. The direct and overall (including
sublease availabilities) vacancy rates of 16.9 percent and 21.5 percent for
the summarized competitive properties summarized above are consistent with the
overall CBD market. The chart on the accompanying page provides an historical
overview of the trends in overall vacancy levels and office supply since 1980.
Although the occupied office area has increased by 95 percent from 11,701,336
square feet in 1980 to 22,826,913 square feet at the end of 1997, the total
office inventory has increased by 148 percent during the same period. As shown
on the chart the vacancy level peaked at 26.9 percent at the end of 1992,
stabilized during 1993, and has improved to 23.7 percent as of the end of
1995, 23.9 percent as of 1996, and 22.9 percent year-end 1997. The former 1st
Interstate/Wells Fargo space placed on the sublease and direct market during
4th quarter, 1996 and the former Arco Premises is reflected in increased
vacancy levels at year-end 1996.

  Vacancy Segmentation by Building Class

  The year-end 1997 breakdown of inventory by the quality of supply
(Classes A, B, and C) in the CBD is summarized below.

<TABLE>
<CAPTION>
                                                                Vacancy Rate
                                                              -----------------
Building Quality/Class   No. of Buildings   Inventory (SF)    Direct    Overall
- ----------------------   ----------------   --------------    ------    -------
<S>                      <C>               <C>               <C>       <C>
        Class A                       39     24,832,582       15.7%     20.5%
        Class B                       19      3,965,539       34.9%     35.1%
        Class C                        7        803,751       36.1%     36.1%
                                      --     ----------       -----     -----
        Totals                        65     29,601,872       18.9%     22.9%
</TABLE>

  The chart shows that the Class A supply in the downtown market has a
significantly lower vacancy level both on a landlord direct and overall basis
than the total market. The year-

- -------------------------------------------------------------------------------
                                       31
<PAGE>


                              DOWNTOWN LOS ANGELES
                           Central Business District

                       HISTORICAL OVERALL VACANCY TRENDS
                         (Including Direct & Sublease)
<TABLE>
<CAPTION>
End of         Total         Total       Percent of
 Year   Inventory SF  Available SF  Total Inventory
- ------  ------------  ------------  ---------------
<S>     <C>           <C>           <C> 
 1980     11,940,138       238,802             2.0%

 1981     12,099,501       120,995             1.0%

 1982     14,041,452     1,236,730             8.8%

 1983     16,319,586     1,974,669            12.1%

 1984     16,319,586     2,023,628            12.4%

 1985     18,158,950     3,087,021            17.0%

 1986     18,996,948     2,811,548            14.8%

 1987     21,197,396     2,454,438            11.6%

 1988     21,526,197     2,550,677            11.8%

 1989     23,452,439     2,755,899            11.8%

 1990     23,697,139     2,739,340            11.6%

 1991     27,696,701     5,256,947            19.0%

 1992     29,175,557     7,839,557            26.9%

 1993     29,166,557     7,584,770            26.0%

 1994     29,159,714     7,595,884            26.0%

 1995     29,242,986     6,921,289            23.7%

 1996     29,578,469     7,062,011            23.9%

 1997     29,601,872     6,774,959            22.9%
</TABLE>
<PAGE>

end 1997 direct and overall vacancy rates of 15.6 percent and 20.5 percent,
respectively for the Class A buildings was 8.2 percent (direct) and 2.4
percent (overall) below the CBD vacancy levels for all classes of inventory.

  Contiguous Space

  The accompanying exhibit summarizes the current and near-term supply of
contiguous "blocks" of office space in excess of 50,000 square feet in the
downtown market. The availabilities are presented in descending order of size.
Four of the five largest blocks (Items 1, 3, and 5) are not currently available
for occupancy, but are expected to become available during 1999. Of these 24
blocks of space, 10 are in buildings rated Class "A" in terms of quality.
Three of the availabilities are located in buildings (10, 12, and 22)
controlled by Shuwa Corporation, which is generally acknowledged in the market
to be experiencing cash flow issues which prevent the landlord from offering
tenant allowances or other concessions.

  The chart below summarizes the scheduled lease expirations in Class A
building for tenants over 100,000 square feet in size through the year 2000.


<TABLE>
<CAPTION>
                                 Rounded
Building        Tenant           Area (SF)  Expiration  Comments
- --------        ------           --------   ----------  --------
<S>            <C>              <C>         <C>        <C>
Library Tower   Arthur
                Andersen         200,000    11/99       Cancellation Option - with
                                                        penalty; negotiating new lease
                                                        for 150,000 SF

Library Tower   1st Interstate/  150,000    2005 -      Offered for sublease - significant
                Wells Fargo                 currently   portions subleased
                                            available

Wells Fargo
Center-South    IBM              200,000    12/98       Most space has been subleased
                                                        - Landlord negotiating with
                                                        Deloitte and with KPMG for this
                                                        space
Citlcorp
Phase I         (3) tenants
                Citicorp,        180,000    11/2000     Signed lease to relocate to 444
                                                        South Flower
                KPMG Peat,       160,000    05/2000     "In the market" for alternative
                                                        downtown space - merger
                                                        with Ernst & Young called off
                Pilsbury, et al  120,000    11/2000

Cal Plaza II    MWD              350,000    10/99       Developing new headquarters
                                                        - Landlord in discussions with
                                                        Deloitte

1st Interstate  1st Interstate/  420,000    02/99       Partial ownership in building
Tower           Wells Fargo
707 Wilshire
</TABLE>

- -------------------------------------------------------------------------------
                                      32

<PAGE>

                   CONTIGUOUS SPACE AVAILABLE OVER 50,000 SF
                              Downtown Los Angeles
<TABLE>
<CAPTION>
                                                            LARGEST
                                                  TOTAL  CONTIGUOUS
     BUILDING                        CLASS  BUILDING SF       BLOCK
     --------                        -----  -----------  ----------
<S>  <C>                            <C>     <C>         <C>
1    612 South Flower Street         C          400,000     400,000
     
2    Two California Plaza            A        1,277,801     400,000
3    707 Wilshire Boulevard          B        1,028,000     300,000
     
     
4    1100 Wilshire Boulevard         B          275,700     275,700
5    1055 W. 7th Street              A          625,000     247,761
6    800 South Hope Street           C          245,000     245,000
7    811 Wilshire Boulevard          B          326,000     200,000
8    617 West 7th Street             C          200,000     164,681
9    Citicorp Center                 A          902,500     153,083
     
10   ARCO Plaza - South Tower        A        1,009,529     148,258
11   California First Bank Building  C          110,394     110,394
12   801 South Grand Building        B          447,218     105,726
13   Wilshire Bixel                  B          278,187      98,876
14   TransAmerica Center Tower       B          510,742      87,000
15   Biltmore Court                  B          257,318      75,000
16   888 South Figueroa Street       B          412,000      74,000
17   Wells Fargo Center South        A        1,012,000      74,000
     
18   Wells Fargo Center North        A        1,221,334      73,250
19   Gas Company Tower               A        1,200,000      62,196
20   Wells Fargo Center South        A        1,012,000      61,991
21   Library Tower                   A        1,300,000      58,556
22   ARCO Plaza - North Tower        A        1,009,529      51,400
23   818 W. 7th Street               B          360,000      50,691
24   800 South Figueroa Street       B          122,002      50,568
                                            -----------  ----------
                                             15,542,254   3,568,131
</TABLE>


    COMMENTS

1   New owner plans major renovation and is currently marketing the building to
    large tenants.
2   MTA lease expires 2/99. Building is marketing space to large users.
3   Wells Fargo's (First Interstate Bank) lease expires in 2/99, some space has
    already been sublet, about 300,000 square feet will come to market. Wells
    Fargo may stay in 150,000 sq. ft.
4
5   ARCO to vacate in 1999.
6
7
8
9   Citicorp Space lease expires 9/00. Building and Citicorp looking for large
    user.
10
11  Vacated, class "C" building.
12
13  First Interstate Bank lease expires 12/98.
14
15
16
17  IBM space. Current lease for 115,000 total. Expires 12/98. IBM looking for
    40,000-50,000 square feet.
18
19
20
21
22
23
24


<PAGE>

                              DOWNTOWN LOS ANGELES
                          1997 OFFICE LEASING ACTIVITY
                             25,000 SF and Greater

<TABLE>
<CAPTION>
                                                                           Type of
                                     Total                                  Trans-
      Tenant                   Building SF  Building Name                   action       Term
      ------                   -----------  -------------                   ------       ----
<S>  <C>                    <C>            <C>                         <C>             <C>
1     Prudential                 300,000    1055 West 7th                     New       10 yrs
     
2     City of Los Angeles        118,000    Figueroa Plaza                 Expansion   7.5 yrs
     
3     City of Los Angeles        158,000    Figueroa Plaza                  Renewal    7.5 yrs
     
4     Marsh McLennan              75,000    777 Tower                     Renewal and   10 yrs
                                                                           expansion
     
5     MTA                         65,000    818 West 7th                  Renewal and    5 yrs
                                                                          expansion
     
6     Arter & Hadden              60,000    725 S. Figueroa                   New        7 yrs
7     Citibank                    60,000    444 S. Flower                     New       15 yrs
8     American Custom             38,000    801 Tower                         New      6.5 yrs
9     U.S. Trustees               33,000    Figueroa Plaza                  Renewal        N/A
10    Paine Webber                34,000    777 Tower (Floors 51 and 52)      New           10
11    Hill, Farrer & Burrill      31,000    Cal Plaza I                       New       10 yrs
12    McKinsey & Co.              26,000    400 S. Hope                    Expansion       N/A
13    Capital Group               26,000    ARCO Center                    Expansion       N/A
14    Arco                        25,000    ARCO Plaza                     Expansion       N/A
15    LA Unified School Dist.     25,000    Wells Fargo Center             Expansion       N/A
                               ---------
                               1,074,000
</TABLE>

<PAGE>

                                            DOWNTOWN LOS ANGELES OFFICE MARKET
- -------------------------------------------------------------------------------

  These lease expirations represent both competitive space and tenant
possibilities for the other Class A buildings. There are several Class "B"
buildings with large contiguous availabilities, including the recently sold,
renovated 818 West 7th Street, a well-located, 1925-built 12-story 380,000
square-foot building. This building was the former headquarters property
for the MTA, and is currently being marketed for lease, targeting large
(possibly government) tenants. Two vacant office buildings of substantial size
located in the Central City West market area may also compete on a cost basis
for larger tenants. These buildings include 1200 West 7th Street. This
property has been the operations headquarters for 1st Interstate Bank, and was
vacated due to the merger with Wells Fargo. The property consists of nine
floors above ground totaling 380,000 square feet, and three below-grade levels
totaling 340,000 square feet. The property has been placed on the market for
sale or lease, and a Prudential healthcare organization committed to lease
approximately 300,000 square feet during second quarter, 1997. Bank of America
has reportedly committed to lease much of the remainder of the building for
back-office use. A second property, 1100 Wilshire Boulevard, is 37 stories
(including parking levels), contains approximately 275,000 square feet, and
has been predominately vacant since completion in 1986. The offshore landlord
has historically been somewhat unresponsive and unrealistic in negotiating
lease transactions, and the property is currently vacant, with much of the
space in a "shell" condition. The landlord had negotiated a major lease for
about 200,000 square feet with MWD during the first portion of this decade,
but subsequent litigation issues resulted in the loss of the tenant (although
portions of the space had been improved) to Cal Plaza II. With the signing of
several major tenants for Class A space in the downtown market during the past
year, contiguous "blocks" of space 60,000 square feet and greater are quite
limited. Major new tenants to the market during 1996 include Aames Financial,
and Alexander & Alexander. Leasing activity in the downtown market during 1997
included 15 transactions involving tenants with size requirements of at least
25,000 square feet. These lease transactions totaled approximately 1,075,000
square feet, and are summarized on the accompanying exhibit.

OFFICE DEMAND

  Net Absorption

  The accompanying chart summarizes the historical net office absorption for
the Central Business District during the past 14 years. The annual net
absorption levels ranged from (419,208) square feet in 1994, to 1,750,587
square feet in 1989. As indicated on the chart the average annual net
absorption during the past 14 years is 591,952 square feet. The most
significant recent positive net absorption levels occurred during 1993, when
absorption totaled 612,577 square feet. The 1993 net absorption was partially
attributable to the relocation to downtown from mid-Wilshire district office
buildings of AIG Insurance (104,000 square feet) and Marsh McLennan
(approximately 100,000 square feet) to 777 S. Figueroa Street. The substantial
negative absorption during 1994 and 1995 reflects, to a large degree, the
change in direct and sublease availabilities from substantial Security
Pacific/B of A lease expirations in two Bunker Hill buildings. The resulting
re-categorization as available space impacted net absorption calculations,
which exclude sublease space.

  Tenant demand for office space is directly related to the growth or
consolidation of the employment base in the competitive market. Fluctuations
in gross net leasing activity during periods of employment growth can also be
impacted by limited new development demand. The growth in the Los Angeles
population during the past 20 years and corresponding employment

- -------------------------------------------------------------------------------
                                       33
<PAGE>

                              DOWNTOWN LOS ANGELES
                           Central Business District

                             NET ABSORPTION TRENDS
                       (* - Excludes Sublease Absorption)

     End of             Square Feet         Total  Net Absorption/
      Year       of Net Absorption*  Inventory SF  Total Inventory
     ------      ------------------  ------------  ---------------
      1983                1,567,194    16,319,586             9.6%
      1984                 (48,958)    16,319,586            -0.3%
      1985                  775,971    18,158,950             4.3%
      1986                  113,471    18,996,948             0.6%
      1987                1,208,942    21,197,396             5.7%
      1988                  357,615    21,526,197             1.7%
      1989                1,750,587    23,452,439             7.5%
      1990                  613,658    23,697,139             2.6%
      1991                1,456,674    27,696,701             5.3%
      1992                  559,130    29,175,557             1.9%
      1993                  612,577    29,166,557             2.1%
      1994                (419,208)    29,159,714            -1.4%
      1995                (403,097)    29,242,986            -1.4%
      1996                  142,771    29,578,489             0.5%
      1997                  114,018    29,601,872             0.4%
Total 1983-1997           8,401,345   363,290,117             0.4%
Annual Average              560,090    24,219,341             2.3%


<PAGE>

                                            DOWNTOWN LOS ANGELES OFFICE MARKET
- -------------------------------------------------------------------------------

growth, particularly in the services sector, has historically created periods
of pent-up demand which resulted in "spikes" in the downtown absorption
levels during or following completion of significant new office supply. Based
on the accompanying data this trend apparently continued through 1991
according to net absorption estimated discussed above. The characteristics of
the sublease marketplace discussed previously have offset much of the apparent
net gain in the tenant base, however.

  Cushman & Wakefield has historically calculated net absorption based upon
the change in directly leased space. The available sublease data covering the
period 1987 through 1996 indicates the following estimated pattern in the net
change in total leased space, or the net growth in the actual tenant base in
the Central Business District.

             Growth in
             Tenant
Year         Base (SF)
- ----         ---------
1988             5,329
1989         1,750,587
1990           608,605
1991           582,966
1992           428,745
1993           322,957
1994           (1,983)
1995           406,022
1996            94,537
1997           310,455
             ---------
Total        4,508,220
Annual Avg.    450,822

  The 450,822 square-foot annual average growth in the tenant base during the
10-year period 1988-1997 compares with the average annual net absorption of
478,472 square feet during the same period. The higher net absorption figures
in comparison with the actual growth in the tenant base do not consider the
impact of the significant lease assumptions by developers of new buildings
during 1991-1993 in particular. The re-categorization and absorption of
sublease availabilities during 1994 and 1995 represents a tenant base increase
which offsets the negative net office absorption described previously.

  Gross Leasing Activity

  The chart on the accompanying page summarizes the total leasing activity for
the Central Business District since 1990. The data includes all new direct and
sublease activity, but excludes renewals. The leasing pattern in the CBD
exhibits a similar relationship between net demand and total leasing as the
overall Los Angeles County trend discussed previously. The chart below
compares the net office absorption and net growth in the tenant base with the
gross leasing activity during the most recent eight-year period.

- -------------------------------------------------------------------------------
                                      34
<PAGE>

                                             DOWNTOWN LOS ANGELES OFFICE MARKET
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                            % OF GROSS LEASING
                                                             -----------------
                  SF Net      SF Market         SF            Net       Market
Year            Absorption     Growth     Gross Leasing      Absorb.    Growth
- ----            ----------    ---------   -------------      -----------------
<S>             <C>           <C>          <C>              <C>       <C>
1990              613,658     608,605        3,106,278        20%       20%
1991            1,456,674     582,966        2,270,943        64%       17%
1992              559,130     428,745        2,440,763        23%       18%
1993              612,577     322,957        2,132,823        29%       15%
1994             (419,208)     (1,983)       2,520,125       (17%)      (0%)
1995             (403,097)     406,022       2,307,655       (17%)      18%
1996              142,771      94,537        2,471,206         6%        4%
1997              114,018     310,455        2,068,957         6%       15%
8-year Average    334,565     344,038        2,414,843        14%       14%
</TABLE>                                                             

  The net absorption data for some years (1991 in particular) was artificially
high due largely to the increased trend in lease assumptions by landlords in
order to capture tenants. As noted previously the re-categorization and
absorption of sublease space during 1994 and 1995 resulted in "calculated"
negative absorption considerably that was more substantial than the actual
decline in market demand.

  The difference in the net absorption and net growth in the CBD since 1988 is
calculated below.

      Year        SF Net Absorption   SF Tenant Growth   SF Difference
      ----        -----------------   ----------------   -------------
1988                    357,615              5,329           352,286
1989                  1,750,587          1,750,587                 0
1990                    613,658            608,605             5,053
1991                  1,456,674            582,966           873,708
1992                    559,130            428,745           130,385
1993                    612,577            322,957           289,620
1994                  (419,208)            (1,983)         (417,225)
1995                  (403,097)            406,022         (809,119)
1996                    142,771             94,537            48,234
1997                    114,018            310,455         (196,437)
Totals                4,784,725          4,508,220           276,505
10-year Average:        478,472            450,822            27,650

  Most of the total difference between net absorption and actual tenant growth
occurred during 1991-1992. More than 5.4 million square feet of new office
development was completed during this period, or roughly five times the growth
in the tenant base during the same period (one million square feet). As shown,
the growth in tenant demand is overstated during the 

- -------------------------------------------------------------------------------
                                      35
<PAGE>

                                            DOWNTOWN LOS ANGELES OFFICE MARKET
- -------------------------------------------------------------------------------

period 1991-1993 due to lease buyouts and sublease increases, while the
apparent negative absorption during 1994-1995 understates the tenant demand
because much of the growth involved sublease space. The tenant growth during
1997 also involved a substantial percentage of sublease space.

  Downtown Tenant Base

  The exhibits on the following pages provide a general overview of the
components of the downtown Los Angeles employment base for office workers. The
graphs include the estimated employment breakdown by the number of firms and
by the number of employees. The largest components of the downtown office base
in terms of total number of employees are law firms and business services
(such as accounting/management consulting) firms. Lending institutions are
also a major employment sector for office workers. Tenant demand from this
sector in particular continues to decline due to consolidations in the banking
industry. The mergers of Bank of America/Security Pacific followed by 1st
Interstate/Wells Fargo have eliminated the two major Los Angeles based banks
and added substantial new supply to the downtown market. Other significant
employment sectors include transportation, communications and utilities,
insurance companies, securities firms, and real estate firms.

  Insurance tenants have provided a significant component of new demand for
CBD office buildings during the past several years. This tenant category has
been attracted to the CBD market either because of increasing rental rates in
surrounding suburban markets such as westside Los Angeles, Glendale, or
Pasadena, or to "escape" the less desirable Mid-Wilshire market to the west of
downtown. Major insurance relocations to the downtown market in recent years
have included Chubb (relocated from the Miracle Mile), Alexander & Alexander
(relocated from Pasadena following a merger - each in 801 Figueroa), and AIG
and Marsh McLennan (each relocated from mid-Wilshire to 777 Figueroa). A
Prudential healthcare insurance group leased approximately 250,000 square feet
in the former 1st Interstate operations headquarters during the second
quarter, 1997 for "back" office requirements. Marsh McLennan and Johnson &
Higgins have recently merged, and the Johnson & Higgins Century City office
relocated to downtown Los Angeles. The Farmer's Insurance law division (40,000
SF) will relocate to downtown Los Angeles during 1998. Accounting firms have
historically provided significant demand for downtown office space, but recent
and pending mergers, in conjunction with downsizing at these firms, has
resulted in "net" demand loss in recent years.

  Government and other public agency tenants also represent a significant
tenant demand base in the downtown market area, including the CBD, Civic
Center, and Central City East submarkets of downtown Los Angeles. The chart
below summarizes the public agency office uses (both owned and leased) in the
downtown market area. Several pending and recent leases will result in changes
(additions) to the inventory figures below.

- -------------------------------------------------------------------------------
                                      36
<PAGE>

Downtown Los Angeles
TOTAL NUMBER OF EMPLOYEES
Zip Code Areas: 90013. 90014, 90017 and 90071

<TABLE>
<CAPTION>
                                                                                                    Number of    Employees
Industry Type                                     Sector                                            Employees         by %
- -------------                                     ------                                            ---------     --------
<S>                                              <C>                                                <C>          <C>
Services                                          Legal Services                                       18,373        17.0%
Manufacturing                                     Manufacturing                                        12,766        11.8%
Services                                          Business Services                                    12,359        11.4%
Wholesale Trade                                   Wholesale Trade                                       9,823         9.1%
Transportation, Communications, Public Utility    Transportation, Communications, Public Utility        8,304         7.7%
Finance - Insurance - Real Estate                 Banks, Savings & Lending Institutions                 7,058         6.5%
Services                                          Other Services                                        5,259         4.9%
Finance - Insurance - Real Estate                 Real Estate - Trust - Holding Companies               4,808         4.4%
Retail Trade                                      Eating & Drinking Places                              4,667         4.3%
Services                                          Health Services                                       3,794         3.5%
Services                                          Hotels & Lodging                                      3,003         2.8%
Retail Trade                                      Miscellaneous Retail Stores                           2,827         2.6%
Finance - Insurance - Real Estate                 Securities Brokers & Investors                        2,818         2.6%
Finance - Insurance - Real Estate                 Insurance Carriers & Agencies                         2,267         2.1%
Services                                          Personal Services                                     1,908         1.8%
Services                                          Social Services                                       1,354         1.2%
Retail Trade                                      Apparel & Accessory Stores                            1,197         1.1%
Services                                          Education Services                                    1,188         1.1%
Government                                        Government                                            1,069         1.0%
Retail Trade                                      Food Stores                                             822         0.8%
Construction                                      Construction                                            819         0.8%
Retail Trade                                      Furniture / Home Furnishings                            627         0.6%
Retail Trade                                      General Merchandise Stores                              557         0.5%
Services                                          Motion Picture & Amusement                              452         0.4%
Retail Trade                                      Auto Dealers & Gas Stations                              77         0.1%
Retail Trade                                      Home Improvement Stores                                  69         0.1%
Agriculture                                       Agriculture                                              60         0.1%
Mining                                            Mining                                                   57         0.1%
                                                                                                      108,382       100.0%
</TABLE>                                      


[Graph omitted]
Number of Employees per Industry Type

Source: Equifax National Decision Systems


<PAGE>

                                            DOWNTOWN LOS ANGELES OFFICE MARKET
- -------------------------------------------------------------------------------

        User                             SF Leased   SF Owned     SF Total
        ----                             ---------  ----------   ---------
City of Los Angeles                      1,748,985   2,432,368   4,181,353
Department of Transportation (CalTrans)        ---     297,320     297,320
Little Tokyo Service Center                 34,321         ---      34,321
Federal Government                         246,050   1,772,756   2,018,806
LAUSD                                      250,000   2,250,533   2,500,533
County of Los Angeles                      227,402   2,619,254   2,846,656
MTA                                            ---   1,327,603   1,327,603
MWD*                                       440,091     440,091     440,091
State of California                            ---     970,045     970,045
US Postal Service                              ---     871,200     871,200
                                         ---------  ----------  ----------
Totals                                   2,946,849  12,541,170  15,487,928

*A new headquarters development is currently under construction in the Union
Station neighborhood (Catellus)

  The City of Los Angeles represents the largest public agency tenant from a
leasing perspective in the downtown market area. Although the city recently
(1st quarter, 1997) negotiated a 280,000 square-foot renewal/expansion lease
for space in the Class A Figueroa Plaza (201-221 North Figueroa Street),
recent planning documents indicate the city and other government tenants plan
to consolidate in office space east of the CBD, within the "Historic Core"
neighborhood. As noted previously the Metropolitan Water District (MWD) and
the Metropolitan Transportation Authority (MTA) are locating in new
headquarters office buildings in the northeasterly portion of downtown Los
Angeles, adjacent to Union Station (the hub of the regional transportation
network). The MTA also recently leased (renewal/expansion) an additional
65,000 square feet in a rehabilitated CBD building, however (818 West 7th
Street). Other recent government tenants in CBD office locations include the
INS (80,000 SF in 606 Olive Street), Housing and Urban Development (HUD), with
55,000 square feet in AT&T Center, and the Los Angeles Unified School District
(LAUSD), with 280,000 square feet in the Class A IBM tower on Bunker Hill.

Conclusions

  The Central Business District office market has experienced a slow, gradual
improvement in vacancy rates during the period since 1992. Modest absorption
levels combined with the absence of new development since 1991 has resulted in
a decline in the overall vacancy rates from 26.9 percent as of year-end 1992
to 22.9 percent as of year-end 1996. The Class "A" tier of the market
experiences measurably lower vacancy rates in comparison with the overall
market supply, however. The Class A direct vacancy rate of 15.7 percent
as of year-end 1997 compares with the 18.9 percent vacancy rate for the
overall CBD market during the same timeframe. The 10 "premier" Class A
properties in the market have a current direct vacancy of just under 10
percent. The upper tier of the market also has few larger (in the 100,000
square-foot size range) contiguous blocks of space currently available, or
scheduled to be available during the next three years.

  Although new tenant demand, particularly from insurance firms, has generated
positive absorption and resulted in reduced direct vacancy rates,
consolidations in the banking industry,


- -------------------------------------------------------------------------------
                                      37
<PAGE>

                                            DOWNTOWN LOS ANGELES OFFICE MARKET
- -------------------------------------------------------------------------------

particularly Bank of America/Security Pacific and Wells Fargo/1st Interstate,
has offset portions of the new demand. These four institutions each maintained
substantial premises in the CBD market, including multiple locations. Although
some new financial institutions, such as Mellon Bank in late 1996 continue to
enter the Los Angeles market, the downsizing of Citicorp at the end of its
current term at 725 Figueroa in 2000, and several other less significant
downsizings for other banks in the market suggest the banking industry will not
represent a "growth" component of the downtown tenant base in the near future.
The continued tightening of the suburban Los Angeles office markets is expected
to generate tenant movement to downtown due to increasing rental rates and the
absence of available space. The expansion of the entertainment industry in the
most desirable suburban markets such as Burbank, Glendale, Westwood, Santa
Monica, Beverly Hills, and other areas has resulted in rental "spikes" during
the past 18 months which have forced more cost sensitive tenants to consider
alternative locations, such as the downtown market. The Los Angeles CBD is
expected to continue to "lag" the more desirable suburban markets, but
nonetheless continues to experience stable, continued improvement. The
continued economic recovery in Los Angeles, and in southern California in
general, suggests this trend will continue. There is currently a substantial
"spread" between market rental rates and "replacement cost" rents in the CBD.
This factor, considered with the improving economy and tightening surrounding
suburban office markets, suggests there is significant potential for rental
increases in the CBD market, particularly for Class A space, during the next
few years.


- -------------------------------------------------------------------------------
                                      38
<PAGE>

<TABLE>
<CAPTION>
                                                           PROPERTY DESCRIPTION
- -------------------------------------------------------------------------------
<S>                               <C>
SITE DESCRIPTION

APN 5151-15-12 (DEVELOPMENT SITE)

Location:                         Southwest corner of Grand Avenue and Third
                                  Street
                                  333 South Grand Avenue
                                  Los Angeles, California

Shape:                            Rectangular

Area:                             113,080 (plus or minus) square feet; 
                                  2.60 acres (our calculations based on 
                                  Assessor's map).

Frontage:                         321 (plus or minus) feet along northeast 
                                  boundary fronting Third Street; 60 (plus or 
                                  minus) feet along northwest and southeast
                                  boundary fronting Hope Street and Grand Avenue
                                  (respectively.)

Topography:                       Generally level pad, with steep downward southerly
                                  slope to Fifth Street.

APN 5149-10-24 (OFFSITE PARKING)

Location:                         Southwest corner of Hill Street and Second Street
                                  235 South Hill Street
                                  Los Angeles, California

Shape:                            Rectangular

Area:                             49,658 (plus or minus) square feet; 
                                  1.14 acres (per Assessor's map).

Frontage:                         273 (plus or minus) feet along southeast 
                                  boundary fronting Hill Street; 155 (plus or 
                                  minus) feet along northeast boundary fronting
                                  Second Street.

Topography:                       Generally level.

BOTH PARCELS

Street Improvements:              SECOND STREET AND THIRD STREET are west-bound
                                  one-way 80- to 100-foot wide (at the subject
                                  location) roadways with four traffic lanes, fully
                                  improved with asphaltic pavement, concrete curbs,
                                  gutters and sidewalks, and streetlighting. Third
                                  and Second Streets are signalized at both the
</TABLE>


- -------------------------------------------------------------------------------
                                      39
<PAGE>


[Map omitted]




PLAT MAP



<PAGE>

<TABLE>
<CAPTION>

                                                           PROPERTY DESCRIPTION
- -------------------------------------------------------------------------------
<S>                          <C>
                                  Grand Avenue and Hope Street intersections.
                                  Curbside parking is prohibited at the subject
                                  location.

                                  GRAND AVENUE, HOPE STREET AND HILL STREET are
                                  northeast/southwest 84- to 90-foot wide (at the
                                  subject location) roadways with four traffic lanes,
                                  fully improved with asphaltic pavement, concrete
                                  curbs, gutters and sidewalks and streetlighting.

Soil Conditions:                  We were not provided with a soils report covering
                                  the subject property. We assume, however, that
                                  the soils 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 normal utilities are available to the subject
                                  property.

Access:                           As improved, vehicular access (ingress/egress) to
                                  the Wells Fargo Center parking garage is available
                                  from Hope Street, and access to the offsite garage
                                  is available from Second Street.

Land Use Restrictions:            We reviewed a recent preliminary title report
                                  covering the subject property prepared by
                                  Commonwealth Title Insurance Company dated
                                  July 28, 1997. The report referenced street
                                  easements, covenants and agreements, a
                                  reciprocal easement, a deed of trust, and various
                                  unrecorded leases.

                                  The reciprocal easement referenced in the title
                                  report pertains to an agreement between Phase I
                                  (the subject Wells Fargo Center) and Phase II (the
                                  IBM tower) developments, which include reciprocal
                                  access rights over the properties and between the
                                  common parking areas. There do not appear to be
                                  any easements or conditions that would adversely
                                  affect the utility of the site.

Flood Zone:                       According to Flood Data Systems, Inc., the subject
                                  is located within Flood Hazard Zone C (an area of
                                  minimal flooding), Community Panel No. 060137


- -------------------------------------------------------------------------------
                                      40
</TABLE>


<PAGE>


[Map omitted]

PLAT MAP



<PAGE>

<TABLE>
<CAPTION>
                                                           PROPERTY DESCRIPTION
- -------------------------------------------------------------------------------
<S>                            <C>
                                  0064C, effective 12/2/80, and does not require
                                  flood hazard insurance.

Seismic Hazard:                   The subject site is not located in a Special Study
                                  Zone as established by the Alquist-Priolo
                                  Geological Hazards Act.

Comments:                         The subject parcels have prime locations in the
                                  heart of the Los Angeles Central Business District,
                                  and are considered to be equal or superior to other
                                  commercial sites in the immediate area.
</TABLE>

IMPROVEMENTS DESCRIPTION

  The subject improvements consist of a 53-story Class "A" office and retail
development constructed in 1982, containing a rentable area of 1,336,244 (plus 
or minus) square feet, in addition to a five-level onsite and seven-level 
offsite partially subterranean parking garage containing a total of 2,788 
spaces. The parking facilities are shared in common by the subject Phase I 
development and the Phase II IBM Office Tower (not a subject of this appraisal).
The following improvements description is based upon our physical inspection of
the property together with information provided by the ownership and the client.
The rentable building area is based upon information derived from the leases 
and/or the rent rolls.

GENERAL DESCRIPTION
      Year Built:          1982

      Architect:           Skidmore, Owings & Merrill

      Building Height:     53 stories (no 2nd or 13th Floor)

      Building Area:
                                            Rentable SF
                                            -----------
                            Office Tower:    1,255,257
                            Storage:            11,848
                            Retail:             69,139
                                            ----------
                               Total:        1,336,244

      Parking:             2,014 spaces in five-level (including four
                           subterranean levels) onsite parking garage, and
                           774 spaces in seven-level (including two
                           subterranean levels,) offsite parking garage: 2,788
                           total spaces. These parking garages are shared in
                           common with Phase II of the Wells Fargo Center
                           development.
CONSTRUCTION DETAIL
      STRUCTURE:           Fireproofed structural steel reinforced by a steel
                           monent frame.

- -------------------------------------------------------------------------------
                                      41
<PAGE>

WELLS FARGO CENTER

PLAZA LEVEL

[Map omitted]



<PAGE>


                              PROPERTY DESCRIPTION
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                         <C>
      Foundation:               Steel reinforced concrete with cast-in-place
                                concrete footings bolted to concrete pads.

      Exterior Walls:           Red granite with curtain wall.

      Floors:                   Steel reinforced metal deck with lightweight
                                concrete.

      Roof:                     Steel reinforced metal deck covered with concrete;
                                includes emergency helipad.

      Fire Protection:          Fully fire sprinklered, in addition to smoke
                                detection, heat sensors, smoke containment and
                                alarm system.

INTERIOR DETAIL
      Layout:                   The subject improvements were designed as
                                Phase I of a multi-tenant office retail development,
                                with a landscaped retail plaza and atrium extending
                                between the subject and Phase II (IBM Tower.)
                                The ground level serves as the main lobby to the
                                office tower including an elevator lobby and
                                security console. The office suites are contained
                                on levels 2 through 54. Each office level includes
                                an elevator lobby, common area corridors and
                                men's and women's restrooms.

      Typical Office Finishes:  Painted drywall partitioning, good quality
                                commercial carpeting over floors, and suspended
                                acoustical tile ceilings with recessed fluorescent
                                light fixtures.

      Restrooms:                One men's and one women's restroom on each
                                office level, including. Finishes include ceramic tile
                                floors and wainscoting, painted drywall walls and
                                ceilings, incandescent lighting and granite
                                countertops.

- -------------------------------------------------------------------------------
</TABLE>

                                      42


<PAGE>

                              PROPERTY DESCRIPTION
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
<S>                           <C>
MECHANICAL DETAIL
      Heating and Cooling:      System consists of variable air volume central
                                system provided through a not and cold chilled
                                water loop system with individual heat pumps. The
                                central plant serves both the subject development
                                (Phase I) and the adjoining IBM Tower
                                development (Phase II.)

      Electrical Service:       5,000 amp 277/480 volt three phase four wire
                                system.

      Elevator Service:         A total of 33 elevators serve the subject
                                development, including 24 passenger elevators
                                service the office levels, two office freight elevators,
                                two garage shuttle elevators, four plaza/atrium
                                elevators and one plaza/atrium freight elevator.
                                The plaza/atrium also includes two escalators
                                providing access between Hope Street and the first
                                and second plaza levels.
</TABLE>


SITE IMPROVEMENTS

  The street frontages adjoining Wells Fargo Center include attractively
landscaped planter areas. The development also features an extensively
landscaped enclosed atrium plaza with granite accents extending between the
Wells Fargo (Phase I) and IBM (Phase II) Towers.

COMMENTS

  The subject improvements are considered to be in excellent condition. Our
inspection revealed no evidence of deferred maintenance, and the building's
layout is considered to be functionally adequate and well suited for its
current use. The property is recognized as a premiere office property in Los
Angeles County.


- -------------------------------------------------------------------------------
                                      43
<PAGE>

                                            REAL PROPERTY TAXES AND ASSESSMENTS
- -------------------------------------------------------------------------------

  The subject property is located within the City of Los Angeles and the
County of Los Angeles, and is taxed by these governing bodies. Under the
provisions of Proposition 13, properties are assessed based on their market
value as of March 1, 1975. This valuation may increase only two percent 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 property may be reassessed to its market value.

Assessor's Parcel No.:     5149-10-24 and 5151-15-12

Assessed Value (1997-98):

                   10/24         15/12          Total
Land:          $ 1,220,000   $ 18,400,000   $ 19,620,000
Improvements:    9,440,000    203,200,000    212,640,000
               -----------   ------------   ------------
Total:         $10,660,000   $221,600,000   $232,260,000

Current Taxes     $122,970     $2,496,065     $2,619,035


- -------------------------------------------------------------------------------
                                      44
<PAGE>

                                                                         ZONING
- -------------------------------------------------------------------------------

  The subject parcels are zoned for commercial development, C2-4D in
accordance with zoning regulations of the City of Los Angeles. This commercial
zone designation provides for a wide range of office, retail and service
commercial development, with no minimum site area requirement and no maximum
height limit. Both sites are designated as Height District 4, in which the
maximum building area is equal to 13 times the buildable area of the lot. The
D designation, however, is a development restriction limiting the density to 6
times the buildable area of the lot.

  The subject property has been developed in accordance with an Owner
Participation Agreement between the Los Angeles Redevelopment Agency and
Maguire Partners - Crocker Properties Phase I, and represents a legal
non-conforming use.


- -------------------------------------------------------------------------------
                                      45
<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.

  The subject consists of two commercially zoned sites located in a prime
downtown Bunker Hill location in downtown Los Angeles. Considered as if vacant
the sites are legally suitable for new development of approximately 860,000
square feet. Considering the current office and commercial marketplace in the
downtown area and the corresponding rental rates, a new speculative commercial
development is not currently economically feasible. The highest and best use 
for the property considered as if vacant is to hold the sites until market 
conditions improve sufficiently to warrant new office and/or commercial/retail 
development in conformance with current zoning and planning requirements. An 
interim highest and best use for the site, if vacant, is for surface parking.

  As improved the subject represents a significant Class A development, and is
a legal, non-conforming use in terms of density (as set forth in the Zoning
section). Although the investment and leasing markets do not justify new 
construction in this location, the current improvements add considerable value 
to the site. We concluded the existing development represents the highest and 
best use for the property as currently improved.


- -------------------------------------------------------------------------------
                                      46
<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 included a Cost Approach in this appraisal to
demonstrate the current relationship between market value and cost for CBD
office buildings in the Los Angeles market.

  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. Our sales search properties in the immediate subject
market as well as the greater Southern California area.

  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 approaches and
estimated the final value.

- -------------------------------------------------------------------------------
                                      47
<PAGE>

                                                                  COST APPROACH
- -------------------------------------------------------------------------------

METHODOLOGY

  This approach to value consists of an analysis of the physical value of the
property. The principle of substitution, which forms the underlying rationale
of this 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, without undue delay, a property of equal
desirability and utility."

  In the Cost Approach, the following five steps are typically followed to
reach an estimate of value:

     1. Estimate underlying land value as if vacant;

     2. Estimate replacement cost new or reproduction cost new of the
        improvements.

     3. Estimate accrued depreciation, if any, caused by physical, functional
        and/or external sources;

     4. Deduct accrued depreciation from the cost new of the improvements to
        arrive at a depreciated cost estimate; and

     5. Add the land value to the depreciated cost estimate of the
        improvements to arrive at a value indication.

LAND VALUATION

  Considered as if vacant the subject property consists of two parcels
containing a combined land area of 3.74 acres, or approximately 162,738 square
feet. The commercial zoning designation permits development density (or FAR)
of 6.0:1 times the area of the site, although the subject site is developed to
a density of approximately 8.2:1 based on the rentable area of 1,336,244
square feet. The additional density for the subject development is based on
agreements between the developer and the City of Los Angeles, and the current
subject development is a legal, conforming use.

  There have been very few transactions involving development parcels in the
downtown Los Angeles market during this decade. Rental rates for office space
in this market are not sufficient to economically justify new construction,
which has eliminated the development component of the land investment market.
The investment market for properties similar to the subject (considered as if
vacant) has consisted primarily of land speculators and parking operators, who
typically acquire the properties for an alternative use (rather than an office
project), at least as an extended interim use. The permitted development
density (FAR) of a parcel has not necessarily been an important consideration
in the current environment, particularly for buyers who plan alternative, less
intensive developments than are permitted by zoning or entitlements.

  We considered two methods of analysis within this Sales Comparison Approach
in estimating a value for the subject property. The methods are briefly
described below.


- -------------------------------------------------------------------------------
                                      48
<PAGE>

                                                                  COST APPROACH
- -------------------------------------------------------------------------------

     "METHOD ONE" is based on a traditional Sales Comparison Approach, which
     compares the subject with current market data, including closed sales and
     listings. In an active investment marketplace this method is usually most
     appropriate for estimating the market value of a parcel of land. We
     analyzed relatively recent sales activity involving essentially vacant or
     underimproved parcels in the downtown Los Angeles market area. We
     estimated a per-square-foot conclusion for the site area for the subject
     site based on the most recent market activity.

     "METHOD TWO" represents an alternative analysis within the Sales
     Comparison Approach based on a long-term "hold" scenario. This method
     effectively discounts the value of the property for the time required
     prior to a recovery in the office development market in downtown Los
     Angeles. We discounted a prospective future value under a "Stabilized"
     market scenario which assumes feasible development, with the "reversion"
     based on a range in FAR values quantified from historical and sale data
     which occurred during the most recent period of development in the
     downtown market (1987-1990). This analysis provides an indication of the
     property value assuming the current ownership or a land speculator is
     willing to hold the site vacant until demand levels increase sufficiently
     to warrant developing the site in accordance with the subject office
     development. The concluded range in FAR prices will be applied to the 
     8.2:1 FAR currently developed on the subject property.

Method One- Direct Sales Comparison

  The most widely used and market-oriented units of comparison for vacant land
parcels in the subject's market are the sales price per-square-foot of land
area and the price per FAR, or square foot of permitted development on the
parcel. The comparable data has been analyzed on these comparison bases. The
exhibit on the accompanying page summarizes the terms of four closed sales and
a current escrow involving essentially vacant or underimproved parcels located
in downtown Los Angeles neighborhoods. The data is discussed below.

  ITEM L-1 is the September, 1997 sale of two non-contiguous parcels under
single ownership located on Flower Street in the downtown Central Business
District. The parcels are located along the east side of Flower Street
extending the full block from Wilshire Boulevard to Sixth Street (612 S.
Flower), and at the northwest corner of Flower Street and Eighth Street (757
South Flower Street), about two blocks to the south of 612 South Flower
Street. The parcels are located about six blocks south of the subject, and are
improved as follows:

     612 South Flower: Improved with a 1948-built, 13-story vacated office
                       building containing 425,000 rentable square feet;

     757 South Flower: Improved with a 6-story over basement parking garage
                       built in 1948 containing 535 spaces.

  The 612 South Flower Street building has been vacant for approximately six
years. The 757 South Flower parking garage was originally developed to provide
parking for the office building at 612 South Flower, but has been used for
third-party parking since the office building was vacated during the early
portion of this decade. The selling entity in this transaction was related to
the former lender on the property, the Bank of Nova Scotia, who acquired fee
interest


- -------------------------------------------------------------------------------
                                      49
<PAGE>

                              COMPARABLE LAND DATA
                              DOWNTOWN LOS ANGELES
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
                                                   LAND AEA                                      SALES PRICE                       
ITEM                             SALE      ---------------------           --------------------------------------------------------
 NO.        LOCATION / APN       DATE      ACRES     SQUARE FEET   ZONING       FAR          TOTAL       LAND PSF     FAR/RSF      
- -----------------------------------------------------------------------------------------------------------------------------------
<S>    <C>                    <C>        <C>        <C>           <C>      <C>           <C>            <C>        <C>             
  L-1    612 and 757 S.          9/97       1.09        47,310     C2-4D        6.0:1      $14,600,000     $210.44     $34.35      
         Flower St.                         0.51        22,070                   by         (Improved                    as        
         Los Angeles, CA                    1.59        69,380                 zoning;      Property)                 developed    
         6144-05-27 and 29                                                                                                         
         6144-10-09                                                            10.0:1                                              
                                                                            as developed                                           
- -----------------------------------------------------------------------------------------------------------------------------------
  L-2    Watt Development       Recent      5.89        256,839    C4-U6        6.0:1      $11,800,000      $45.94      $7.66      
         Site 7th & Bixel       Escrow    (3 parcels                                          Asking                               
         Street                "As Is")                                                                               
         Los Angeles, CA                                                                                                           
         5143-04-1 through 8,               6.48                                            $9,000,000      $35.04      $5.84      
         900 & 5143-06-1                 (Development   282,266                             Approximate    contract                
         through 12                       Agreement)                                        escrow price    $31.88      $5.31      
- -----------------------------------------------------------------------------------------------------------------------------------
  L-3    N/side Temple St.       12/96      5.53        240,890    C2-4         6.0:1      $10,850,000      $45.04      $7.51      
         between Hill St,                                                                                                          
         Grand Ave.                                                                                                                
         Los Angeles, CA                                                                                                           
         5161-4-901                                                                                                                
- -----------------------------------------------------------------------------------------------------------------------------------
  L-4    800 N. Alameda          5/96       4.26        185,390    M3-2         2.9:1      $13,650,000      $73.63     $25.28      
         Ave. @ Caesar                                                                                                            
         Chavez                                                                                                             
         Los Angeles, CA                                                                                                           
         (Union Station                                                                                                            
         - MWD site)                                                                                                               
         5147-23-28                                                                                                                
- -----------------------------------------------------------------------------------------------------------------------------------
  L-5    N/S 8th Street,         03/96      2.76        120,210     C4          6.0:1       $8,800,000      $73.20     $12.20      
         Grand to Olive                                                                                                            
         Los Angeles, CA                                                                                                           
         (Pacific Atlas)                                                                                                           
         5144-12-42                                                                                                                
- -----------------------------------------------------------------------------------------------------------------------------------
Subject  333 S. Grand Ave         --        2.60        113,080    C2-42         --             --            --         --        
         235 S. Hill St.                    1.14         49,658                                                                    
         Los Angeles, CA                    ----        -------                                                                    
         5151-15-12                         3.74        162,738                                                                    
         5149-10-24                                                                                                                
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>


FINANCE SECTOR

Office Employment Distribution for Downtown Los Angeles


<TABLE>
<CAPTION>
                                                                   # OF EMP/
TYPE OF BUSINESS                           # OF BUS    # OF EMP       BUS
- ----------------                           --------    --------    ----------
<S>                                       <C>         <C>          <C>
Banks, Savings & Lending Institutions         224        7,058        31.5
Securities Brokers & Investors                120        2,818        23.5
Insurance Carriers & Agencies                  59        2,267        38.4
Real Estate - Trust - Holding Companies       298        4,808        16.1
                                              ---       ------        ----
TOTALS                                        701       16,951        24.2
                                              ===       ======        ====
</TABLE>

Distribution by Business

[Graph omitted]

Distribution by Employee

[Graph omitted]


<PAGE>

                                                                  COST APPROACH
- -------------------------------------------------------------------------------

in the property through foreclosure during 1991. The former ownership
(Charter-Hendrix) had purchased the property in July, 1988 for $81 million and
planned to demolish the improvements to construct a new Class A high-rise
building. The 612 South Flower Street component of the site enjoys a prime CBD
location, and the former ownership hoped to gain approvals for a project of up
to 13:1 FAR. The site is zoned for 6.0:1 FAR if vacant, but if the existing
office improvements (425,000 square feet) were demolished a new building of
the same density, or about 10:1 FAR could be redeveloped on the property. The
existing office improvements cannot be legally occupied without considerable
capital work due to code issues. The property is not fire sprinklered,
contains asbestos, and is not to code with access requirements. Secondary
reports indicated approximately $25 million (or nearly $60 per-square-foot)
would be required to prepare the property for occupancy. The layout of the
improvements is also not consistent with current market standards.

  The property had been marketed for sale intermittently since the lender
acquired the asset in 1991 at asking prices originally set at about $50
million, declining to approximately $15 million during the most recent
marketing effort during 1996-97. The basis for the marketing effort has been
focused on the value of the underlying land. The property sold in September,
1997 to Goodwin Gaw/Kennedy Wilson, who have also acquired two other downtown
properties during the past year. The buyer reportedly plans to renovate the
612 South Flower Street improvements and lease the property to third-party
tenants. The $14,600,000 sales price equaled $34.35 per-square-foot of
existing rentable area (excluding the 757 South Flower Street parking
facilities), or $210.44 per-square-foot of total gross site area for the two
parcels. The indicated price per FAR equaled $35.07 assuming a 6.0:1 FAR over
the total area of the two parcels, or $34.35 per FAR as currently improved.
The seller is carrying a first trust deed for $11.9 million at Libor plus 185
basis points for an undetermined period.

  ITEM L-2 summarizes a marketing effort and recent contract to purchase the
former "Watt City Center" site, which is located adjacent to the west side of
the Harbor Freeway (I-110), in the "Center City West" specific plan area. The
property consists of three non-contiguous land parcels located along or
adjacent to the western boundary of the Harbor Freeway, generally bounded by
the freeway, Eighth Street, Seventh Street, and Bixel. The property was
approved under the terms of a development agreement with the City of Los
Angeles (January, 1990) for a phased office complex totaling about 1.7 million
square feet of rentable area, of an FAR of 6.0:1. The total site area for this
approved development including street dedications and vacations is
approximately 6.48 acres. As shown on the accompanying Summary chart the "as
is" site area is about 5.89 acres.

  The property has been marketed for sale for approximately two years by the
current ownership and former lender (an entity related to Swiss Bank) at an
asking price of $11,800,000, or about $46 per-square-foot of land area "as
is". The property was acquired by the previous ownership in 1988 for
approximately $50 million.

  The property was recently under contract at a confidential price of
approximately $9,000,000 (cash). The buyer is a parking operator/land
speculator, who planned to continue an interim surface parking lot operation.
The permitted FAR for the property is 6.0:1 (by zoning), and the development
agreement expired in the year 2000. The buyer does not plan to pursue to
development agreement, however, and the density (or FAR) was reported not to
be


- -------------------------------------------------------------------------------
                                      50
<PAGE>

 
[Map omitted]


<TABLE>
<CAPTION>
<S>      <C>
1 I-1:     550 S. Hope St., Los Angeles, 90071, 634 E4            
2 I-2:     725 S. Figueroa St., Los Angeles, 90017, 634 E4
3 I-3:     350 S. Grand Ave., Los Angeles, 90071, 634 F4          
4 I-4:     801 S. Figueroa St, Los Angeles, 90017, 634 E4
5 I-5:     201 & 221 N. Figueroa St., Los Angeles, 90012, 634 F3  
Subject:   333 S. Grand Av, Los Angeles, 90071, 634 F4
</TABLE>

<PAGE>

[Map omitted]

<TABLE>
<CAPTION>
<S>      <C>
6 I-6:     2121 Avenue Of The Stars, Century City, 90067, 632 E3     
7 I-7:     11766 Wilshire Blvd, West Los Angeles, 90025, 631 J5
8 I-8:     2029 & 2049 E. Century Park, Century City, 90067, 632 E3
</TABLE>

<PAGE>

                                                                  COST APPROACH
- -------------------------------------------------------------------------------

an issue for the buyer. Specific development requirements with the city could
not be resolved, however, and the contract to purchase is no longer active.
The per-square-foot land price for the transaction equaled about $35, and the
implied price per FAR (based on permitted 6.0:1) was about $5.85.

  ITEM L-3 summarizes the December, 1996 acquisition by the Archdiocese of Los
Angeles of a site for a new cathedral, to be developed on a parcel purchased
from the County of Los Angeles. The property is located just north of the Los
Angeles Civic Center neighborhood north of the CBD, on a 5.53-acre (net)
parcel with extensive frontage along three streets and the Hollywood Freeway
(SH 101). The property is entitled for 6.0:1 FAR, but the permitted density
was not a relevant consideration for the proposed cathedral development. The
purchase price of $10,850,000 (cash) was based on appraisals performed for the
two parties, and equaled $45.04 per-square-foot of land area. The implied
price per FAR was $7.51.

  ITEM L-4 is the May, 1996 sale of a portion of the larger Union Station site
for a new Metropolitan Water District headquarters development. The 4.26-acre
parcel was sold by Catellus and included mutually beneficial non-exclusive
reciprocal easement rights affecting the larger parcel. A new 12-story,
540,000 square-foot headquarters project is currently under construction. The
cash sales price of $13,650,000 equaled $73.63 per-square-foot of land area
and $25.28 per FAR for the new project.

  ITEM L-5 is the March, 1996 sale of a 2.76-acre site located at the north
side of 8th Street, extending from Olive Street to Grand Avenue, approximately
one-half mile south of the subject. This property comprises a portion of the
"USA Pacific Atlas" assemblage (the remainder extending to 7th Street)
acquired in the late 1980's at an average price of approximately $500
per-square-foot, for a mixed-use development. The buyer is a speculator who
reportedly intends to hold the site for future resale or development.

  The preceding data included four closed sales and a recent escrow involving
vacant or underimproved parcels ranging in size from 1.59 to 5.89 acres (based
on the "as is" area for L-2). The sales prices ranged from approximately $35
to $210 per-square-foot based on land area, and from $5.84 to $34.25 per FAR
based on development densities ranging from 2.9 to 10.0 times the area of the
sites. The highest prices per FAR correspond to a partially improved property
(L-1) and to property purchased for a planned build-to-suit development (L-4),
with the lowest development density. Prior to other considerations the price
per FAR generally increases for less dense developments, although the price
per-square-foot of land area increases with the increase in development
density.

  The subject property is quite superior in terms of location to all the data
excluding L-1, which we estimate is slightly inferior to the subject. Item
L-2, which has the lowest per-square-foot price based on land area and FAR, is
considerably inferior in terms of its less desirable location west of the
Harbor Freeway. The comparable data and the subject parcels as if vacant would
generate interim income as surface parking lots, although the subject's prime
location would result in more significant parking revenues than the remaining
data. The parking structure improvements on one of the parcels involved in L-1
generates more substantial parking income than a surface lot, however, and the
existing structure on this parcel could

- -------------------------------------------------------------------------------
                                      51
<PAGE>

             SUMMARY OF HISTORICAL DOWNTOWN LOS ANGELES LAND SALES

<TABLE>
<CAPTION>
                                                                 SIZE                    ($)                  ($)(1)    ($) ADJUSTED
COMP.                                SALE         ($)         GROSS AREA   ZONING  PRICE/GROSS SF  PRICE/   ADJUSTED    PRICE/NET SF
 NO.          LOCATION               DATE      SALE PRICE      NET AREA     FAR     PRICE/NET SF    FAR    SALE PRICE     PRICE/FAR
<S>  <C>                          <C>       <C>             <C>          <C>     <C>            <C>         <C>         <C>        
 1    NEC, NWC & SWC of Temple       1/88      31,385,000      182,566      C2-4      171,91       29.76    31,385,000     178.57
      Temple St. & Fremont Ave.                                175,757       6:1      176.57                                29.76
 2    NEC 4th & Bixel St.            9/90       7,650,000       49,717      C2-4      153.87       25.65     7,650,000     153.87
                                                                49,717       6:1      153.87                                25.65
 3    N/S 4th St, W/O Boylston       6/88       1,750,000       17,400      C2-2      100.57       16.76     1,750,000     100.57
      St.                                                       17,400       6:1      100.57                                16.76
 4    NWC 5th & Bixel St.            1/89       2,000,000       32,450      C2-2       61.63       10.27     2,000,000      61.63
                                                                32,450       6:1       61.63                                10.27
 5    Four blks generally           12/88     205,000,000      549,012      C2-2      373.40       62.23   160,000,000     291.43
      bounded by 6th St., 4th St.,                             549,012       6:1      373.40                                48.57
      110 Freeway & Bixel St.                                                                                                    
 6    S/S Seventh St., both sldes    5/88      59,000,000      282,286      C2-2      209.01       34.83    59,000,000     209.01
      of Bixel St.                                             282,286       6:1      209.01                                34.83
 7    SEC 6th St. & Harbor Fwy.    10/87 to    66,925,000      181,977      C2-4      367.77       61.29    96,083,920     406.69(2)
                                     4/91                      181,977       6:1      367.77                                69.11
 8    NWC Flgueroa & 8th Sts.       4th Qtr.   75,000,000(3)     --         C5-4      --           85.24    75,000,000   1,720.01
                                     1987                       87,209    20.17:1    1,720.01                               85.24
 9    NWC Flower & 9th Sts.          9/88      34,000,000       60,090      C5-4      565.??2      96.92    34,000,000     581.51
                                                                58,468       6:1      581.51                                96.92
10    Block bounded by 8th,         10/87      76,680,000      192,636      C5-4      396.06       69.00    63,952,000     345.28
      9th, Flower & Hope Sts.                                  185,220       6:1      413.99                                57.55
11A   723 S. Flower St.             11/87       9,750,000       14,639      C2-4      663.03      111.00     9,750,000     663.03
                                                                14,639       6:1      663.03                               111.00
11B   737 S. Flower St.              9/88       8,500,000        9,138      C2-4      930.18      155.03     8,636,000     945.06
                                                                 9,138       6:1      930.18                               157.51
11C   729 S. Flower St.             11/88       3,750,000        4,570      C2-4      820.57      136.76     4,214,000     922.10
                                                                 4,570       6:1      820.57                               153.68
11D   745 S. Flower St.              1/89      14,100,000       12,182      C2-4     1,157.45     192.91    14,175,000   1,163.60
                                                                12,182       6:1     1,157.45                              193.93
11E   710 S. Flgueroa St.            4/89       4,750,000       10,047      C2-4      472.7??      78.80     4,750,000     472.78
                                                                10,047       6:1      472.7??                               78.80
      Average 11B-11D                                           25,890                                      27,025,000   1,043.84
                                                                                                                           173.97
12    Half block bounded by          1/88      48,400,000       95,154      C5-4      508.65       89.01    48,421,700     534.32
      8th St., Grand Ave. &                                     90,623       6:1      534.08                                89.05
      Olive St.                                                                                                                   
13    550 S. Hope St.                3/88      24,097,251       39,990      C5-4      602.58      100.43    39,173,589     979.58
                                                                39,990       6:1      602.58                                75.35(4)
14A   W/S Olive St. N/O 5th St.      6/88      10,370,000       20,244      C2-4      512.25       85.38    10,380,000     512.76
                                                                20,244       6:1      512.25                                85.46
14B   NWC Olive St. & 5th St.       10/87       3,300,000       10,122      C5-4      326.02       75.16     4,540,000     620.39
                                                                 7,318       6:1      450.93                               103.40
      Average 14A-14B                                           27,562                                      14,910,000     540.96
                                                                                                                            90.16
</TABLE>

(1)   Adjusted for demolition costs, cash equivalency, leaseback income, 
      relocation of tenants.
(2)   Adjusted to 8.5:1 and considers street vacations.
(3)   50% interest only.
(4)   Adjusted to 13:1


<PAGE>

                                                                  COST APPROACH
- -------------------------------------------------------------------------------

reduce development costs for a future office project on the main parcel
included in this transaction. Excluding the potential value attributed by the
buyer to the existing improvements, item L-1 is the most similar data item to
the subject overall. This property has similar potential development density,
has a similar CBD location, and two separate parcels were included in the
transaction. Although the main parcel is improved with a 50-year old office
building, these improvements were not considered to add quantifiable value to
the property for most prospective investors. Deducting an estimated $5,000
depreciated cost per space for the 535-space parking garage on the 757 South
Flower Street component of the property results in an "adjusted" price of
$11,925,000 assuming no value to the 612 South Flower Street improvements.
The resulting adjusted prices equal about $172 per-square-foot of land area
and $28 per FAR as currently entitled.

  While it is difficult to quantify a precise per-square-foot land (or FAR)
value for the subject under current market conditions, the data provide
general support for a conclusion in the range from about $150 to $175
per-square-foot of land area, and from about $25 to $35 per FAR. These ranges
provide the following value indications for the subject parcels:

Range PSF Land
$150 PSF x 162,738 SF =   $24,410,700
$175 PSF x 162,738 SF =   $28,479,150
Rounded Range:            $24,500,000 - $28,500,000
Range PSF FAR
$25 PSF x 1,336,244 SF =  $33,406,100
$30 PSF x 1,336,244 SF =  $40,087,320
Rounded Range:            $33,500,000 - $40,000,000

  The indications of value for the subject land range from $24,500,000 to
$40,000,000, with the lower end of the range based on per-square-foot of land
area comparison. The subject's higher density will result in a higher price
per-square-foot of land area assuming a Class A high-rise office building is
planned for the site. Most of the recent land sale activity has involved
alternative uses, however, and the buyers have not planned projects which
require additional FAR. We concluded near the middle of the bracketed range,
or $30,000,000 for the subject site as if vacant. This conclusion equals
$184.35 per-square-foot of land area and $22.45 per FAR.

Method Two- Historical Land Sales - Long Term Hold

  In order to "test" the reasonableness of the land value estimate
concluded above based on direct sales comparison we analyzed the property by
projecting a future recovery in the market and a corresponding increase in
demand for downtown office development land. We analyzed historical data
involving land in the downtown market which was acquired for the 


- -------------------------------------------------------------------------------
                                      52
<PAGE>

                                                                  COST APPROACH
- -------------------------------------------------------------------------------

development of major Class A office or mixed-use commercial projects. The
accompanying exhibit summarizes historical commercial land sales in this market
which occurred during the most recent period of active development, 1987
through 1990. The summary chart includes 14 data items (including multiple
transactions relating to assemblages) involving acquisitions of commercial
development properties in the downtown market from October, 1987 through April,
1991. As shown on the chart, following adjustment from demolition costs, cash
equivalency, leaseback income, and/or relocation costs related to the existing
tenants at the time of sale, the historical land sales provide price
indications in the range of $62 to $1,720 per-square-foot of land area. The
weighted average of the price indications is approximately $398 per-square-foot
of land area. The prices per FAR following these adjustments range from $10 to
$174, with most of the FAR data in a tighter range from about $50 to $100.

  A new Class A high-rise office development is not economically feasible
at current market rental rates. We estimated an "as is" value for the subject
as a development site by discounting a "stabilized" value for the property
assuming market recovery results in feasible new office development occurs
within a recovery period timeframe of about five years. The prospective future
FAR price is based on a range from $50 to $75 based on the historical land
data, and the discounted "As Is" value was estimated based on a discount rate
from 15 to 20 percent annually. The FAR price range was not inflated over
time, and the carrying costs associated with real estate taxes were assumed to
be offset by surface parking revenues. The chart below summarizes the rounded
value indications based on these assumptions:

            5-Year Holding Period
       Discounted Land Value Summary

                 Discount Rate
Price/FAR  15%                  20%
$ 50       $33,000,000          $27,000,000
$ 75       $50,000,000          $40,000,000

  The range in "as is" value indications for the subject land based on the
recovery and discounting assumptions summarized above range from $27 million
to $50 million under a five-year recovery timeframe. This range compares with
the conclusion of $30 million based on "Method One", which relied upon the
available recent sales activity involving downtown land. The alternative value
indications under the "Method Two" analysis are generally higher than the
indication provided by the more recent sales, but provide general support for
the estimated value conclusion of $30 million.

  We relied primarily on the available recent sales data involving downtown
Los Angeles commercial land data, which was supported as reasonable under an
alternative "long-term hold" scenario, and concluded the subject parcels have
a land value of $30,000,000.

Cost of Improvements

  The subject improvements were evaluated in terms of type of construction,
design, and building materials to arrive at an estimate of replacement cost.
Our estimate of the replacement costs new of the subject improvements is based
on a review of the current market


- -------------------------------------------------------------------------------
                                      53
<PAGE>

                         COST APPROACH SUMMARY

<TABLE>
<CAPTION>
<S>                                                   <C>
Direct Construction Costs

     1,336,244 SF 55-story                                $253,886,360
    (Office Building @ $190 PSF1
     1,415 Spaces in 2 Subterranean/Above Grade
     Parking Structures @ $15,000/space2 x 56%
     (Pro Rata) allocation to Phase I                     $ 23,419,200
    (Site Improvements (estimated @ $50 site area)           8,100,000
                                                          ------------
Total                                                     $285,405,560
     
Indirect Construction Costs
    (Leasing Commissions3                                 $ 14,030,000
     Miscellaneous entitlement costs
     estimated @ $20/FAR                                    26,724,880
                                                          ------------
Total Indirect Costs                                      $ 40,754,880

Total Construction Costs                                  $326,160,440
     Less: Physical Depreciation @ 6%                      (19,569,626)
                                                          ------------
     Subtotal                                             $306,590,814
     Add: Land Value                                        30,000,000

     Indicated Value by Cost Approach                     $336,590,814

     Rounded                                              $337,000,000
</TABLE>

1     Excellent Class "A" Office Building including adjustments for height, 
      sprinklers, current and local costs (Section 15, Page 18)
2     Good Class "A" Parking Structure including adjustments for height,
      subterranean levels, sprinklers, current and local costs (Section 14, 
      Page 33)
3     10-year lease x $14.00 NNN average effective rent x 7.5%


<PAGE>

                                                                  COST APPROACH
- -------------------------------------------------------------------------------

standards reported in Marshall Valuation Services Cost Publication. A number
of indirect costs, including construction loan points, architecture and
engineering fees, normal site preparation, contractor's overhead and profit,
and fire and liability insurance are included within this publication's costs
estimates. We also included an estimated $20 per-square-foot of rentable area
to consider various entitlement fees and offsite improvement costs and
concessions which may be required by the City of Los Angeles.

ESTIMATE OF ACCRUED DEPRECIATION

  Accrued depreciation is the difference between the cost new of the
improvements and the current value of those improvements measured as of the
date of the appraisal. Depreciation includes loss in value from three basic
categories: physical deterioration, functional obsolescence, and external
obsolescence.

  Physical deterioration is the loss in value caused by deterioration or
impairment of condition as a result of normal wear and tear, and the actual
aging of the physical components. It may be curable or incurable.

  Functional obsolescence is the adverse effect on value resulting from
defects in design that impair utility. It can be caused by changes over the
years that have made some aspects of the structure, material, or design
obsolete by current standards.

  External obsolescence is the adverse effect on value resulting from
influences such as changing property or land use patterns or adverse economic
climates.

  Depreciation Conclusions

  The subject is about 15 years old. Information published by the Marshall
Valuation Service indicates that the typical economic life expectancy of
buildings similar to the subject is 60 years. According to the age-life tables
included in this publication, the building is six percent depreciated from
physical uses.

COST APPROACH CONCLUSION

  A summary of the Cost Approach is presented on the facing page. No
developer's profit was added to the analysis. The indicated value by this
approach is $337,000,000.

INSURABLE VALUE

  We calculated insurable value by applying a factor of 0.9 to the direct
costs for the subject office tower and parking garage, as shown on the Cost
Approach Summary chart. Site improvements were excluded from the calculations.

Direct Construction Costs:  $277,305,560
                             x        .9
Insurable Value:            $249,575,004
                            ------------
Rounded:                    $250,000,000


- -------------------------------------------------------------------------------
                                      54
<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 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
buildings are 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 four years.

- -------------------------------------------------------------------------------
                                      55
<PAGE>

                                                      SALES COMPARISON APPROACH
- -------------------------------------------------------------------------------

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  105           $1,753 million  $16.7 million
1997  100           $2,528 million  $25.3 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 1996 and 1997 demonstrates a
substantial increase above the three prior years, which accurately reflects
the growth in the number of well-capitalized investors interested in Los
Angeles County office product.

  A number of factors influence the "global" trends suggested by the data
summarized above, including the quality of the asset and the market location.
The chart below provides additional detail, based on market location, for the
1997 sales data.

                    No. of                                      Average Price
Market Sales        Total SF/Avg. SF     Aggregate Sales Price  Per Sale/PSF
- ------------        ----------------     ---------------------  -------------
Downtown            12       2,773,858/  $  268,852,000         $22,404,333/
                             231,155                            $96.92

Westside            36      7,955,555/   $1,635,920,000         $45,442,222/
                            220,988                             $205.63

Tri-Cities          10      1,360,953/   $  191,550,000         $19,155,000/
                            136,095                             $140.75

San Fernando Valley 17      1,793,852/   $  211,000,000         $12,411,765/
                            105,521                             $117.62

San Gabriel Valley   5      541,966/     $   29,690,000         $5,938,000/
                            108,393                             $54.78

Mid-Wilshire/
Hollywood            5      1,165,998/   $   56,115,000         $11,223,000/
                            233,200                             $48.13

South Bay           15      2,340,675/   $  135,140,000         $9,009,333/
                            156,045                             $57.74

Totals              100     17,932,857   $2,528,267,000         $25,282,620
                            179,329                             $140.99



- -------------------------------------------------------------------------------
                                      56
<PAGE>

       SUMMARY OF COMPARABLE CLASS A OFFICE BUILDING INVESTMENT ACTIVITY

<TABLE>
<CAPTION>
                                                                   Improvements                                    Sales Price
                                                          ------------------------------                     -----------------------
Item       Property Name/            Market      Date of  Year    No. of                            Occ.
 No.          Location                            Sale    Built  Stories  Rentable Area           at Sale      Total       PSF
- -----      --------------          -----------  --------  -----  -------  -------------           -------    ---------    ----------
Downtown Los Angeles
<S>    <C>                        <C>           <C>     <C>    <C>      <C>                    <C>            <C>        <C>

I-1    550 S. Hope St.             Los Angeles    09/97   1991     27               566,434        86%        $99,500,000  $175.66
       Los Angeles, CA                CBD
- ------------------------------------------------------------------------------------------------------------------------------------
I-2    Citicorp Plaza Phase I      Los Angeles    03/97   1985     41               895,058        88%       $131,500,000  $146.92
       725 S. Figueroa St.            CBD                                 (office component)
       Los Angeles, CA
- ------------------------------------------------------------------------------------------------------------------------------------
I-3    Cal Plaza II                Los Angeles    07/96   1992     52      Office 1,277,620    69% or 83%    $100,000,000   $75.20
       350 S. Grand Ave.              CBD                                  Retail    52,189     Including     (leasehold)
                                                                                  ---------
       Los Angeles, CA                                                            1,329,809   Aames Lease    $121,500,000   $91.37
                                                                                                              adj. to fee
- ------------------------------------------------------------------------------------------------------------------------------------
I-4    801 Tower                   Los Angeles    03/96   1992     24               435,832        87%        $61,100,000  $140.19
       801 S. Figueroa St.            CBD
       Los Angeles, CA
- ------------------------------------------------------------------------------------------------------------------------------------
I-5    Figueroa Plaza I & II       Los Angeles   Pending  1986     16               304,476        91%        $38,000,000  $124.81
       201 & 221 N. Figueroa St.      CBD         03/98   1991     16               304,741       100%         38,000,000   124.70
                                                                                    -------       ---         -----------  -------
       Los Angeles, CA                                                              609,217        95%        $76,000,000  $124.75
                                                                                                             Asking Price
                                                                                                              $76,200,000  $125.08
                                                                                                           Contract Price
Suburban Los Angeles
I-6    Fox Plaza                   Century City   11/97   1987     34               710,767        91%       $253,000,000  $355.95
       2121 Ave. of the Stars
       Los Angeles, CA
- ------------------------------------------------------------------------------------------------------------------------------------
I-7    Landmark II                  Brentwood     11/97   1990     17               373,045        97%       $128,000,000  $313.69
       11766 Wilshire Blvd.                                                          35,000*
                                                                                    ------- 
       Los Angeles, CA                                                              408,045
                                                                               *supermarket
- ------------------------------------------------------------------------------------------------------------------------------------
I-8    Century Plaza Towers        Century City   04/97   1975     44             2,282,380        94%       $450,000,000  $197.16
       2029-2048 Century Park                                      (2                                           allocated
       East                                                      Towers)                                        excluding
       Los Angeles, CA                                                                                         leased fee
       (Century City)
- ------------------------------------------------------------------------------------------------------------------------------------
Subj.  Wells Fargo Center          Los Angeles     --     1982      0             1,336,244        87%             --        --
       333 South Grand Avenue         CBD
       Los Angeles, CA

</TABLE>


<TABLE>
<CAPTION>

                                Market Statistics*
                       -----------------------------------
Item                    Market SF  Vacancy  Vacancy   NOI
 No.   OAR             (millions)    1996     1997    PSF
- ----   ---             ----------  -------  -------   ----
Downtown Los Angeles
<S>     <C>              <C>       <C>     <C>     <C> 
I-1              8.8%        29.6   20.5%    18.9%   $15.45
- ------------------------------------------------------------
I-2             12.5%        29.6   20.5%    18.9%   $18.36
                    @
             88% occ.
- ------------------------------------------------------------
I-3              8.0%        29.6   20.5%    18.9%    $6.02
                    @
                  69%
- ------------------------------------------------------------
I-4              9.5%        29.6   20.5%    18.9%   $13.32
       prior to costs
- ------------------------------------------------------------
I-5              6.9%        29.6   20.5%    18.9%
                10.1%
                -----
                 8.5%                                $10.60

                 8.5%                                $10.60

Suburban Los Angeles
I-6              7.8%         8.9    10.3%     9.0%  $29.83

- ------------------------------------------------------------
I-7              7.5%         3.2     9.7%    11.1%  $23.65


- ------------------------------------------------------------
I-8              8.5%         8.9    10.3%     9.0%  $16.76



- ------------------------------------------------------------
Subj.                        29.6    20.5%    18.9%  $15.23
</TABLE>

* Year-end


<PAGE>

                                                      SALES COMPARISON APPROACH
- -------------------------------------------------------------------------------

  The specific market conditions, including vacancy rates and supply, as well
as the quality of the available properties in a particular market will
influence the global indications from the data.

  The subject is a substantially leased Class A office tower located in the
Los Angeles Central Business District (CBD). The investment market for office
properties in the southern California region has become increasingly more
active during approximately the past two years as the economy has gradually
and consistently emerged from the recession. The most active component of the
investment market during the past two years has involved suburban office
buildings, which is consistent with trends on a national basis. Continued
economic recovery has led to improvement in CBD vacancy levels during 1996 and
1997, which, considered in conjunction with increasing pricing and the
narrowing "spread" between replacement cost and current values for suburban
office assets, has led to renewed investment interest in downtown, or CBD
office properties nationally.

  The investment market for a property of the subject's quality includes a
range in prospective buyers including REIT's and other Wall-Street backed
funds, offshore buyers, and a number of well-capitalized institutional buyers
or their advisors. We selected four transactions and a pending sale involving
Class A office buildings in downtown Los Angeles for comparison with the
subject. We also included three sales involving major Class A office assets in
suburban Los Angeles markets. The data is summarized on the accompanying
exhibit and discussed below. The summary exhibit includes property and
purchase price detail, as well as pertinent statistics for the submarket
locations for each property, including the market size (total square feet) and
year-end 1996 and 1997 direct vacancy rates.

  A pending portfolio acquisition expected to be completed during April, 1998
will include a Class A Los Angeles CBD office building. The Indonesian - based
Sinarmis is marketing six properties through its United States affiliate the
Octagon Group. The properties are located in California and Texas, and the
aggregate sales price is expected to be in the range of $280 million. The
properties include 801 Tower in downtown Los Angeles, which the seller
acquired in March, 1996 for $61,100,000, or a rounded $140 per-square-foot
(refer to I-4 below). Other assets in the portfolio include the Pasadena
Hilton Hotel and Office Tower in Pasadena, and four properties in Texas: Twin
Tower, a 450,000 square-foot office building in Dallas; the Atrium at Collin
Ridge, a 234,000 square-foot office building in the Dallas Suburb of Plano;
the Melrose Hotel in Dallas, and 1301 Fannin, a 786,000 square-foot office
building in Houston. The current contracted buyer is expected to "retail"
several of the properties following the portfolio acquisition, hoping to
recognize a premium above the portfolio pricing. The buyer's allocations of
value between the assets is not yet known, and it is possible the 801 Tower
property will be offered for sale on an individual basis during 1998.

  The sales data we analyzed is discussed below.

  ITEM I-1 is the September, 1997 purchase by Equity Office of 550 South Hope
Street, a Class A office property in the Los Angeles CBD market. The property,
completed in 1991, was a joint venture development involving Koll and
Obayashi, and was one of the most recent office developments in the downtown
market. The 27-story building is located about three blocks south of the
subject, adjacent to the Central Library. This location is less desirable than
the 

- -------------------------------------------------------------------------------
                                      57
<PAGE>

                                                      SALES COMPARISON APPROACH
- -------------------------------------------------------------------------------

subject within the CBD, and the building also has "impaired" views to the
east from some floors since the project abuts the adjacent AT&T Center. The
property is 86 percent leased, with major tenants including the Bank of
California (38,000 SF expiring 1999), Nippon Credit Bank (25,000 SF expiring
2001), the law firms of Brobeck, Phleger & Harrison (88,000 SF expiring 2007)
and Howrey & Simon (64,000 SF expiring 1998), and the Canadian and Malaysian
Consulates. The building was completed during the initial portion of the
serious recession, and the landlord experienced a number of challenges during
the absorption period, including the exercise of cancellation options by the
original anchor tenant, Bank of California. Although more recent leasing
activity has been negotiated at substantially lower rates, typically in the
$5.00 to $10.00 per-square-foot NNN annual range, the largest tenant (Brobeck,
Phleger, et al) has a current contract rental rate of $20.00 per-square-foot
annually, NNN, with periodic fixed increases to $34.00 NNN over the term
(expiring in 2007).

  The property was marketed for sale for about six months, and was acquired by
Equity Office (Sam Zell's REIT) for $99.5 million, or about $176 per-square-
foot of rentable area. There were reportedly three other offers at or about the
same pricing from Blackstone, Trizec/Hahn, and Pacific Eagle. Equity Office was
also the buyer for Cal Plaza II (Item I-3), and Trizec/Hahn was the buyer for
Citicorp Plaza I (I-2). Based on the projected 1998 net operating income
(including lease-up), the implied overall capitalization rate for this sale is
8.8 percent.

  ITEM I-2 is the March, 1997 sale of the Class A office tower and retail
center known as Citicorp Plaza Phase I. The property includes a 41-story,
895,058 square-foot office building and the adjacent Seventh Street Market
Place, a 332,924 square-foot shopping center. The project is the first phase
of a three-phase mixed use development which includes a second existing office
tower (777 South Figueroa Street) and an adjacent multi-level parking garage,
as well as the "pad" for a future office tower ("Phase III"). The seller, an
entity related to Prudential and the lender (Teacher's Insurance) marketed the
property for sale at an asking price of $150 million. The allocated pricing
for the retail component of the property based on the seller's memorandum was
only $200,000. The minimal value allocated to this component is attributable
to the higher expense allocations to the retail tenants and the circumstances
surrounding the anchor tenant lease agreements with Robinsons May and
Bullocks.

  The Phase I tower was developed in 1985. The property was 88 percent leased
at sale, with major tenants including Citicorp (182,000 square feet expiring
in 2000), KPMG Peat Marwick (160,000 square feet expiring in 2000), and
Pillsbury, Madison & Sutro (120,000 square feet expiring in 2000). The current
rental rates for several of the tenants are above market levels, and the
pending expiration of roughly 55 percent of the total building area in 2000
suggests an uneven cash flow may occur for an investor. The estimated 12.5
percent overall capitalization rate based on the asking price and current
income in place at 88 percent occupancy is accordingly fairly high relative to
other transactions.

  The office component of this property is a Class "A" asset within the
downtown market in terms of its location, its current tenant roster, and the
quality of the improvements. The association of the office tower with the
adjacent retail center resulted in a discount from the allocated pricing for
the office tower component. The pending loss of the anchor tenant Bullocks
triggered a side agreement with the other anchor, Robinsons May, which was
expected to result in a significant payment by the landlord to this tenant. It
is also possible the 

- -------------------------------------------------------------------------------
                                      58
<PAGE>

                                                      SALES COMPARISON APPROACH
- -------------------------------------------------------------------------------

center may lose the second anchor as well in the foreseeable future. The
uncertainty of the anchor tenant situation and the anticipated payments
resulted in a net negative price allocated to the retail center. The office
component of the property was acquired for an allocated price of $131,500,000,
or about $147 per-square-foot of rentable area. The implied overall
capitalization rate at this pricing was 12.5 percent.

  ITEM I-3 is the July, 1996 purchase of California Plaza II, a 52-story class
A office building and related plaza level retail development located at the
easterly extent of the Bunker Hill district of downtown Los Angeles just east
across Grand Avenue from the subject. The project was completed in 1992, and
contains a total rentable area of 1,329,809 square feet, including 1,277,620
square feet of office space and 52,189 square feet of retail space. The
property is part of the larger mixed-use project California Plaza, which also
includes another office tower, the Museum of Contemporary Art, the
Intercontinental Hotel, and Museum Tower, a high-rise residential project.
California Plaza II is situated on a 3.6-acre ground leased parcel. The ground
lease has a term of 99 years, and an annual base ground rent of $1.5 million.
The lease also includes a participation for the CRA (lessor), but the
developer receives a preferred return on equity which suggests there will be
no participation for the foreseeable future. The base rental is flat for 20
years, and the subsequent increase is based on a formula (minimum 30 percent
increase).

  The property was 69 percent leased at the time of sale, although the
existing tenant base and executed leases for future tenants will alter the
leasing profile for the next several years. Approximately 20 percent of the
building was in a "raw" condition. The major tenant in the building is the
Metropolitan Water District (MWD), with about 395,000 square feet expiring in
1999. This tenant will vacate in order to relocate to its new headquarters,
currently under construction in the Union Station area. Coopers & Lybrand
leases approximately 160,000 square feet to 2007 (several floors have been
subleased). Other significant tenancies include Hughes, Hubbard & Reed (36,500
square feet), Merrill Lynch (52,000 square feet), and the Industrial Bank of
Japan (42,000 square feet including expansion space). A major lease was signed
prior to sale with Aames Financial for about 175,000 square feet for a 15-year
lease. The tenant will not take occupancy until 1997, but the costs associated
with this lease, including tenant improvements and other concessions, are to
be absorbed by the seller. Other leases negotiated but not in place at close
included Fried, Frank, Harris, et al, (20,000 square feet), Nossaman, and
Guthner, Knox, et al (30,000 square feet). As noted on the summary chart, the
69 percent occupancy level at sale increases to 83 percent including the
Aames lease.

  The property had been under contract for nearly two years prior to the July,
1996 closing. The buyer, Equity Office Properties (related to Sam Zell),
acquired the property for $100 million from the selling entities, a consortium
of lenders led by Citibank. The seller had previously acquired the property
through foreclosure from the developer Metropolitan Structures. The sales
price equaled about $75 per-square-foot of total rentable area including the
retail space at Plaza level. The retail component of the property has
significant vacancies and does not contribute value on a "pro rata" share. The
$100 million sales price excluding the retail space equaled $78.27
per-square-foot based on office area only (1,277,620 square feet). We
estimated an "adjustment" for the leasehold interest by capitalizing the
scheduled base ground rent payment of $1.5 million annually at 7.0 percent to
consider the impact of the ground rent expense and the more limited number of
investors who would be interested in acquiring a 

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                                      59
<PAGE>

                                                      SALES COMPARISON APPROACH
- -------------------------------------------------------------------------------

ground leased asset. The indicated "adjusted" fee price is $121,500,000
(rounded), or $95 per-square-foot of office area only.

  Based on the projected first year net operating income of approximately
$8,000,000 from tenants in place at sale the implied overall rate for the
leasehold interest was 8.0 percent. The transaction was structured with a cash
downpayment of $45 million to a new $55 million loan carried by the seller for
a 7-year term (25-year amortization) at Libor plus 200 basis points.

  ITEM I-4 is the March, 1996 sale of "801 Tower", a 24-story, excellent
quality, polished granite-clad office building completed in 1992. The sales
price of $61,100,000 represented a discount of more than 50 percent to the
construction costs.

  The property was marketed for sale in a "sealed bid" format for
approximately four months, and the price of $61,100,000 represents a five
percent premium above the next closest bidder. There were three "finalists"
between approximately $56 and $61 million. The buyer was an Indonesian group,
and the other "finalists" in the bidding included one of the tenants in the
building and a domestic pension fund advisor. As noted previously, this asset
is included in a pending portfolio purchase expected to close in April, 1998.

  The property was approximately 87 percent leased overall, including a recent
expansion of about 25,000 square feet for "A&A" (Alexander & Alexander),
currently located in Pasadena, who merged with Jardine Insurance, one of the
major tenants in this building. Major tenants include the law firm Graham &
James (110,000 square feet, expiring in 2007), Chubb Insurance (71,000 square
feet, expiring in 2008), the law firm Sedgwick Detert (48,000 square feet
expiring in 2009), and Jardine Insurance (38,000 square feet plus a 25,000
square-foot expansion, expiring in 2004). The rollover profile for the
building is quite favorable, with 75 percent of the total area leased to
tenants with expiration dates in 2004 or after. Based on our estimate of
"static" income in place from existing tenants, the overall capitalization
rate is about 9.5 percent excluding costs associated with lease takeovers,
free rent, and remaining tenant improvements for the leased but not yet
occupied space.

  The sales price of $61,100,000 equals $140.19 per-square-foot of rentable
area. The sale closed in March, 1996, which also corresponds to the end of the
fiscal year for the selling entity.

  ITEM I-5 is the marketing effort and current contract to purchase Figueroa
Plaza I and II, a two-building class A office development located in the
northwesterly portion of the downtown Los Angeles market. This location is
somewhat "isolated" from the remainder of the multi-tenant Class A market, and
is generally incorporated within the Civic Center submarket of downtown Los
Angeles. This location has in part led to major tenancy by government
agencies.

  The property consists of two 16-story office towers containing a combined
rentable area of 609,217 square feet, built over a four-level subterranean
garage containing 1,250 spaces (2.0/1,000 SF), which is a superior onsite
parking ratio to most other Class A office properties in the downtown market.
The property is 95 percent leased overall, and major tenants include: 1) the
City of Los Angeles (285,670 square feet in both buildings expiring in 2005,
although there is a cancellation option in 2001); 2) the County of Los Angeles
(the district attorney), with 


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                                      60
<PAGE>

                                                      SALES COMPARISON APPROACH
- -------------------------------------------------------------------------------

58,970 square feet expiring in November, 1998; and the law firm Lewis D'Amato,
et al, with 98,285 square feet expiring in April, 2006. The City lease was
signed during 1997 at an annual rental rate of $13.00 per-square-foot, full
service gross on an "as is" basis.

  The property was "selectively" marketed to a limited number of qualified
investors at an "unofficial" suggested pricing of $76,000,000, as shown on the
summary chart. This figure equals an implied $124.75 per-square-foot, and
provides an implied overall capitalization rate indication of 8.5 percent
based on the projected first year (1998) net income before tenant improvements
and leasing commissions. Initial bids were due December 12, 1997. The
assumptions contained in the seller's cash flow model include market rental
rates for the office space ranging from $15.00 to $18.00 per-square-foot
annually (full service), with annual CPI increases over a 10-year term. Rental
growth is projected at 10% for 2 years, 8 percent for 2 years, 6 percent, 5
percent, and then 3 percent (the CPI assumption) during years 8 through 10.
Tenant improvements are assumed at $5 to $15 per-square-foot for new tenants.
The implied IRR at the asking price, with a 9.0 percent reversion
capitalization rate, is approximately 16 percent based on the seller's
projections.

  The property was initially under contract to the "successful" bidder,
Starwood, during January, 1998 for a price of $77,000,000. The transaction was
not completed, however, and a second buyer (Insignia) currently has the
property under contract at a reported price of $76.2 million, or a rounded
$125 per-square-foot. The buyer's underwriting assumptions reportedly include
an initial market rent of $16.20 per-square-foot, full service gross,
increasing to $21.00 per-square-foot by 2001, an annual increase of 9.0
percent over three years. The relatively lower per-square-foot pricing for
this asset relative to other CBD sales considers the property's peripheral
location, corresponding lower rental rates, and the City's $13.00
per-square-foot gross rental rate for a significant percentage of the total
area.

  Item I-6 through I-8 involve sales of major Class A office buildings in
suburban Los Angeles markets.

  ITEM I-6 summarizes the November, 1997 purchase of Fox Plaza, a
trophy-caliber 34-story office tower located in the Century City submarket in
westside Los Angeles. The property was marketed for sale for approximately six
months, with no "official" asking price, although the generally acknowledged
pricing reported for the ownership was in the range of $300 million, or about
$422 per-square-foot of rentable area.

  This property is recognized as one of the top tier Class A buildings in
southern California. The building is located adjacent to the 20th Century Fox
studio lot, and Fox has been a major tenant in the property for the past
decade. The major tenants in the building currently include 20th Century Fox
(290,000 SF expiring 6/2001), Jeffer, Mangels, et al (85,000 SF expiring
7/2002), Christensen, White, et al (65,000 SF expiring 2/2002), and Donaldson,
Lufkin & Jenrette (63,000 SF expiring 2/2007). Other significant tenants
include Marvin Davis Corporation, Crystal Cruises, and Univisa. The building
achieves, with one competitive property in the Century City market, the
highest rental rates of any office building in southern California. Excluding
Fox, which has a contract rental rate of about $27 per-square-foot annually,
FSG, nearly all other tenants pay rental rates in the $36 to $48
per-square-foot annual range.

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                                      61
<PAGE>

                                                      SALES COMPARISON APPROACH
- -------------------------------------------------------------------------------

  The Century City market had a second quarter, 1997 direct vacancy rate of
10.6 percent, with an inventory of approximately 8.85 million square feet. The
asset was acquired by Marvin Davis, the original developer of the property and
a major tenant in the building, for a reported price of $253 million, or
approximately $356 per-square-foot. The implied overall capitalization rate at
this pricing is 7.8 percent.

  ITEM I-7 is the November, 1997 purchase of the premier Class A office
building in the Brentwood submarket of westside Los Angeles. This property,
known as "Landmark II" was developed in 1990, and is one of the last high-rise
office buildings to be completed in the prestigious westside market area. As a
condition of the development agreement, the developer was required to include
a supermarket within the project, and a 35,000 square-foot "Von's Pavilion" is
part of the project, as a separate free-standing building and parking lot
located just south of the 17-story office tower. As shown on the summary
chart, the office tower contains 373,045 square feet of rentable area and was
97 percent leased at sale. Including the Vons, which is leased for a 20-year
primary term, the property contains a total rentable area of 408,045 square
feet.

  This excellent quality office development has polished granite exterior
walls, and the tenant roster includes advertising agencies, foreign
consulates, law firms, and publishing firms. The major tenants in the
building include Time (publishing), with 46,500 square feet, Ogilvie & Mather
(advertising), with 61,000 square feet, Direct Broadcasting (advertising
placement), with 25,500 square feet, Selman & Brietman (law), with 34,700
square feet, and the British, Hungarian, Netherlands, Romanian, Swiss, and
Croatian consulates. As noted previously the office component of the property
is 97 percent leased. The projected first-year net operating income is
approximately $9,650,000, or $23.65 per rentable square foot.

  The property was marketed for sale since late August, 1997, with no
"official" asking price. The initial bids on the property were submitted
during early October, 1997, and the successful bidder was Douglas Emmett
Realty, a major investment advisor (primarily on behalf of pension funds) in
the westside and other Los Angeles area markets. The pricing for the property
was $128,000,000, or about $314 per-square-foot of rentable area.

  The implied overall capitalization rate based on the 1998 budgeted net
income and the $128 million pricing equals 7.5 percent. The IRR at this
pricing, based on the seller's projections of market rent and rental growth is
between 10.5 and 11.0 percent. Assumptions incorporated within these
projections include estimated market rental rates ranging from $30 to $34
per-square-foot annually, FSG, for the office space, and market rental growth
of 8.0 percent annually for the first three years of the analysis, 6.0 percent
for year 4, and 4.0 percent annually through the remainder of the 10-year
projection period. These rental growth projections compare with the CPI
assumption of 3.0 percent applied to the expenses.

  ITEM I-8 is the April, 1997 sale of Century Plaza Towers, a two-tower,
2,282,381 square-foot office development located in the heart of the Century
City office market, in westside Los Angeles. This landmark development was
constructed over a six-level subterranean parking garage containing 6,170
spaces, and covers a full block site totaling 12.04 acres. The property was
marketed for sale commencing first quarter, 1996 by a Citibank-led consortium
of lenders (a 50 percent ownership interest) in conjunction with a Prudential
ownership of the remaining 50

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                                      62
<PAGE>

                                ROLLOVER PROFILE
                           COMPARABLE INVESTMENT DATA
                        Los Angeles Office Building Data
<TABLE>
<CAPTION>
       Item         % Leased  % Rollover  % Rollover   Total %    Total Vacancy &    Rounded
        No.          @ Sale    Years 1-3   Years 4-5  Years 1-5  5-Year Rollover %  Price PSF
       ----         --------  ----------  ----------  ---------  -----------------  ----------
<S>               <C>        <C>         <C>         <C>         <C>             <C>
I-1                   86%        14%         21%        35%             49%            $177
550 S. Hope
- ----------------------------------------------------------------------------------------------
I-2                   85%         9%         66%        75%             90%            $146
Citicorp Phase I
725 S. Figueroa
(Office Component)
- ----------------------------------------------------------------------------------------------
I-3                   69%        31%          0         31%             48%             $91
Cal-Plaza II*         +14%                                                              Fee
                      ---
                      83%                                                            Adjusted
- ----------------------------------------------------------------------------------------------
I-4                   87%         2%          2%         4%             17%            $140
801 Tower
- ----------------------------------------------------------------------------------------------
I-5                   95%        17%         54%        71%             76%            $125
Figueroa Plaza                                                                        Contract
- ----------------------------------------------------------------------------------------------
I-6                   91%        46%         24%        70%             79%            $356
Fox Plaza
- ----------------------------------------------------------------------------------------------
I-7                   97%        52%         31%        83%             86%            $314
Landmark II
- ----------------------------------------------------------------------------------------------
I-8                   94%        31%         18%        49%             55%            $197
Century Plaza
Towers
- ----------------------------------------------------------------------------------------------
Subject               93%         8%         23%        31%             38%             --
(Office)
</TABLE>
* Adjusted for Aames lease at seller's cost.



<PAGE>

                                                      SALES COMPARISON APPROACH
- -------------------------------------------------------------------------------

percent interest. The property acquired includes the fee interest in the two
44-story triangular-shaped office towers with a combined rentable area of
2,252,657 square feet, an additional 29,724 square feet of below-grade retail
space, and the parking garage, as well as an air rights leased fee interest in
the ABC Entertainment Center complex. This component of the development
contains approximately 583,000 square feet of office, retail, and
entertainment uses, and is the west coast headquarters for the American
Broadcasting Company (ABC), as well as the Shubert Theater. The air rights
leasehold ownership pays approximately $1.5 million annually (net) to the fee
ownership in base rent and percentage rental.

  The total purchase price for the property was approximately $480,000,000, of
which the buyer allocated a reported $450,000,000 to the fee component of the
property. The transaction involved an extended escrow period of roughly nine
months, and the market conditions and property-specific performance improved
during the escrow period. The property was approximately 85 percent leased
prior to escrow, and was about 94 percent leased as of the closing date. The
property was acquired by JP Morgan on behalf of the General Motors and AT&T
pension funds. Other offers were received from Equity Office, Douglas Emmett,
and Pacific Eagle Holdings.

  A number of the leases were structured at "below" market rates at the
time of sale. The estimated overall capitalization rate based on project
first-year net operating income (excluding the ABC Entertainment Center lease
payments) was 8.5 percent. The reported IRR was 10.5 percent.

Analysis and Conclusions

  The preceding data included seven sales and a current escrow involving Class
A office buildings in Los Angeles markets. Five of the data items involved
downtown Los Angeles properties, and we included three additional items
involving major Class A assets in suburban Los Angeles. The eight transactions
occurred during the period from March, 1996 through a current contract (March,
1998), and six of the items involve data since March, 1997. The per-square-foot
pricing covered a substantial range, from (rounded) $75 for the leasehold
interest in California Plaza II (item I-3) to $356 for Fox Plaza (I-5).
Excluding the leasehold sale (I-3) the per-square-foot pricing ranged from
approximately $140 (I-4) to $356 (I-5).

  The Los Angeles CBD data designated as I-1 through I-4 involves Class A
office buildings which compete directly with the subject for tenants. The
subject is superior in terms of overall quality to each of these properties,
and the less favorable ownership position for I-3 would eliminate the property
from consideration for a number of buyers. The subject is substantially
superior in terms of specific submarket location within downtown Los Angeles
in comparison to I-5.

  The market locations for Items I-6 through I-8 are superior to the
subject's CBD location. The subject is substantially superior to I-8 in terms
of construction quality and condition, however. Items I-6 and I-7 are similar
trophy caliber properties In terms of quality, but benefit from superior
Century City and Brentwood market locations.

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                                      63
<PAGE>

                                                      SALES COMPARISON APPROACH
- -------------------------------------------------------------------------------

  The exhibit on the accompanying page "Rollover Profile - Comparable Sales
Data" summarizes the lease rollover profile for existing tenants at sale for
the eight comparable CBD and suburban Los Angeles Class A office buildings and
the subject.

  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 tenants. The anticipated costs and risk associated with new
and renewal leasing, including costs and vacancy loss, will impact the cash
flow and the property value. If current contract rental levels are
substantially above or below the buyer's estimate of market rent, the lease
expiration schedule can represent either an erosion or "upside" in comparison
to current rental income.

  The chart includes the occupancy levels at sale as well as the lease
expirations (expressed as a percentage of the total rentable area) during the
first three years and the first five years following purchase. 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 as well as the impact
of pending lease expirations during the near term.

  The subject is similar or superior to all the data excluding I-4 in terms of
leasing exposure. Although 801 Tower (I-4) enjoys a stable leasing profile
with minimal lease rollover for the near-term, the leases in the building are
generally at or near market, while several of the subject leases, including
all the major tenant leases, are to varying degrees above current market
rents. The higher contract rental rates and general creditworthiness of the
subject's major tenants will result in a higher per-square-foot price than for
an otherwise similar asset leased at market rents.

  The subject's favorable rollover profile coincides with contract rental
rates which are generally similar to current market levels, including a net
income of $15.23 per-square-foot annually. The subject is superior overall to
each of the CBD data items due to its quality and location. We concluded the
subject would command a per-square-foot price above the range shown by the Los
Angeles CBD transactions.

  The investment market for office properties in the subject's asset category
has improved during the past 12 months. The sale of 550 South Hope Street
(I-1) at a price of $176 per-square-foot compares with considerably lower
pricing for the three other Class A assets in the downtown market (I-2
through I-4). The location for this sale property is inferior to the other
buildings, and the quality of construction ranges from similar to slightly
inferior. Based on the range supported by the comparable data we concluded the
subject would trade at a price above the other CBD Los Angeles properties, or
above $176 per-square-foot, and below the indications from I-6 through I-8,
superior suburban Los Angeles assets (from $197 to $356 per-square-foot). We
estimated a per-square-foot conclusion of approximately $190 per-square-foot
for the subject. This $190 per-square-foot conclusion provides the following
indication of value for the property:


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                                      64
<PAGE>

                                                      SALES COMPARISON APPROACH
- -------------------------------------------------------------------------------

1,336,244 SF x $190 PSF  =  $253,886,360

Rounded:                 =  $255,000,000



- -------------------------------------------------------------------------------
                                      65
<PAGE>


                                                                Tenant Overview
                                                               OFFICE COMPONENT

                         WELLS FARGO CENTER
            333 South Grand Avenue * Downtown Los Angeles

                                              Occupied         Minimum
Suite         Tenant's Name                   Area (SF)        Rent/PSF
- -----------------------------------------------------------------------
OFFICE TENANTS
   5400      City Club                           16,690          $18.00
   5300      Sumitomo                            25,324          $35.00
   4200      ING Financial Svcs                  20,863          $16.10
   4100      Donovan Leisure                     24,887          $25.00
   4075      Robert Bender                        1,374           $6.00
   4070      Citibank                             5,009          $10.50
   4055      A1 Tech Enterprise                   1,603           $5.00
   4050      Pansky & Markle                      2,868          $20.00
   4040      Jeanie Lee Law                       1,000           $5.00
   4000      Computer Generated                  11,004           $8.00
   3700      Barton Klugman                      14,129          $10.00
   3680      Ford & Harrison                      5,134           $6.33
   3600      Zimmer Gunsul                        9,493           $7.88
   3570      Thai Farmers                         4,708          $33.65
   3560      Lexicon Communicat                   2,469           $5.00
   3550      Charter Auto Parks                   2,127          $21.16
   3535      David Ross & Assoc                   3,009          $12.00
   3500      Russell Reynolds                     4,801           $5.00
   3040      Banco Di Napoli                      2,418          $18.80
   3030      Boyt Co.                             2,295           $5.00
   3010      Cigna                                7,410           $7.00
   3000      Jones Lang Wootton                   6,993          $14.08
   2200      Credit Suisse                       24,145           $5.00
   2100      Zevnik Horton                       24,145           $7.53
   2050      Dvlpmnt Specialist                   3,011           $3.00
   2040      Office Lt Governor                   6,685          $10.59
   2020      Shaco, Inc.                          4,469           $3.00
   2008      Barnes, McGhee                       3,497           $3.00
   2000      Bovitz & Spitzer                     2,780           $3.00
   2000      LA Reprographics                     2,175           $5.00
   1900      Goldman, Sachs                      24,145          $12.00
   1880      Daniel Wier                          2,167           $5.50

MAJOR TENANTS
- -----------------------------------------------------------------------
 4300-4900   Gibson Dunn                        175,180          $19.94
   3900         224,954 SF                       24,887          $19.50
   3800                                          24,887          $33.75
 2300-2400   Kidder Peabody                      44,986          $22.85
   3200      Payden & Rygel                      24,491          $23.30
   3150        48,982 SF                         12,368           $3.00
   3100                                          12,123           $8.00
 5100-5200   Smith Barney                        50,648          $38.00
   3580      Thel Mamn                            5,263          $32.50
 3300-3400     53,884 SF                         48,621          $21.28
   5400      Walls Fargo                          8,634          $18.00
   5000       199,935 SF (Office space)          25,324          $21.50
 5700-1100    236,009 SF (Total excl. plaza sp) 165,977          $14.00
   401-403   WFB - Elev., Phone, etc.             1,043          $17.14
     300     WFB - Plza & Mezz                   35,031          $29.39
                                                659,463 SQFT

   1870      Wlknsn & Undrhill                    1,080           $3.50
   1800      Goldman, Sachs                      11,232          $12.00
   1770      McGraw-Hill Co.                      4,114           $5.00
   1710      Doc Repository                       4,133           $5.50
   1700      Dresdner Bank                       13,138           $8.00
   1680      Peterson Ross                        2,214          $23.00
   1650      Peterson Ross                        3,043          $23.30
   1600      Peterson Ross                       18,888          $30.00
   1580      Jeff Dominic Price                     591           $7.50
   1570      Marks Murase                         8,403           $6.00
   1560      Parker Mulcahy                       4,156           $9.75
   1555      La Florence, Inc.                    1,205           $5.00
   1525      Wheat, First Sec.                    1,384           $5.00
   1500      O'Brien Partners                     4,123          $10.00
   1485      Progressive Legal                    8,313          $15.65
   1450      Delta Asset Mgmt                     7,460           $6.00
   1400      Bridge Mrkt Data                     5,500           $5.50
   680       Isadore's                              660          $18.18
   660       Fire Life Safety                     2,260          $30.00
   650A      Nan Nan Xu                           2,260           $4.00
   600       Business Acct Solu                   3,688           $6.00
   600       Chang Hwa Bank                      14,200          $18.00
   470       City Club                            2,795          $18.00
   400       Century Reprographics                4,806          $13.00
- -----------------------------------------------------------------------
                                                402,473 SQFT

                                         Occupied        Minimum
Suite     Tenant's Name                  Area (SF)       Rent/PSF
- -----------------------------------------------------------------------
STORAGE & M-T-M TENANTS
- -----------------------------------------------------------------------
  5501   Wells Fargo          (storage)      4,184         $16.62
  4060   Trefry, Will                        1,216          $6.00
  4004   Jonathan Evans       (storage)        206         $18.00
  3590   Johnnie Johnsn                      1,288          $4.00
  3020   Jones Lang                          5,375         $12.00
  2910   Office of Ch. 13                    6,424         $19.20
  2000   Citibank             (storage)        273         $18.00
  1800   Goldman, Sachs       (storage)        350         $15.00
  1565   Prgsve Legal                        2,258         $10.63
  1480   Jones Lang           (storage)         55         $15.00
   601   Devlpmnt Specialst   (storage)        415         $15.00
  600-S  RR Donnelley         (storage)        293         $18.00
   480   LA Mstr Chorale                     5,309          $3.91
   430   Human Rights                        1,296         $10.90
   410   Hanley-McCartn                      1,122          $4.28
   400   ABM Janitorial       (storage)        209          $0.00
   400   USI Security         (storage)        209          $0.00
- -----------------------------------------------------------------------
                                            30,482 SQFT

  402,473  Office Tenants  32.0%  Office Tenants
  659,463  Major Tenants   52.4%  Major Tenants
   30,482  Storage & MTM    2.4%  Storage & MTM
- --------------------------------------------------
1,092,418  Occupied SF     85.7%  Occupancy Ratio
  167,023  Vacant SF       13.3%  Vacancy Ratio
- --------------------------------------------------
1,259,441  TOTAL SF       100.0%  TOTAL SF


     OFFICE TENANT SUMMARY

  High rent (psf)          $35.00
  Low rent (psf)            $3.00
- ---------------------------------
Weighted average (psf)     $13.99
- ---------------------------------

  Largest area (sf)        25,324
  Smallest area (sf)          591
- ---------------------------------
Average area (sf)           7,187
- ---------------------------------

Total Occupied Area (sf)  402,473
- ---------------------------------

     MAJOR TENANT SUMMARY

  High rent (psf)          $38.00
  Low rent (psf)            $3.00
- ---------------------------------
Weighted average (psf)     $20.85
- ---------------------------------

  Largest area (sf)       175,180
  Smallest area (sf)        1,043
- ---------------------------------
Average area (sf)          43,964
- ---------------------------------

Total Occupied Area (sf)  659,463



<PAGE>


                                                                Tenant Overview
                                                               RETAIL COMPONENT

                WELLS FARGO CENTER
  333 South Grand Avenue * Downtown Los Angeles

                                Occupled   Minimum
Suite       Tenant's Name       Area (SF)  Rent/PSF
- ---------------------------------------------------
   R-350  Stepps                    8,723    $23.54
   R-100  Wells Fargo (Museum)     11,815    $25.25
    R-50  Legal Source              2,046    $18.00
    R-33  UPS                         570    $30.86
    R-32  CA Pizza Kitchen          4,700    $24.00
    R-26  Robeks Juice                515    $80.00
    R-25  Rocky Mtn Choc              523    $25.00
    R-23  Crisp                       255    $50.00
    R-19  Pasqua                      878    $60.14
    R-17  Mrs. Fields                 781    $35.00
    R-15  McDonald's                4,036    $15.50
    R-13  Kachina                   5,900    $28.28
    R-10  Court Cafteria           13,668    $38.79
    R-09  Russells                  3,070    $15.85
    R-07  Taipan                    5,168    $20.90
    R-06  La Petite                 1,432    $32.00
    R-05  Flower Patch                710    $35.15
    R-03  Federal Express             570    $58.60
    R-02  Sloan's                     807    $38.00


     RETAIL TENANT SUMMARY *

  High rent (psf)         $80.00
  Low rent (psf)          $15.50
- --------------------------------
Weighted average (psf)    $28.25
- --------------------------------

  Largest area (sf)       13,668
  Smallest area (sf)         255
- --------------------------------
Average area (sf)          3,482
- --------------------------------

  Wells Fargo (ATM)           32
  CA Sesquicentennia       1,290
  Fountain Court           1,650
- --------------------------------
Total Occupied Area (sf)  69,139
- --------------------------------

* Excluding Suite R-ATM, Suite R-51 and Suite R-30



<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 cashflow 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 used both methods within the Income Approach.

Potential Gross Income

  SUBJECT OCCUPANCY PROFILE

  We reviewed copies of rent roll and supplemental tenant information, as well
as the lease documents for the subject tenants. The tenant exhibits on the
accompanying pages were prepared by Cushman & Wakefield from the documents
provided for our review. The exhibits include a rent roll, stacking plan,
tenant overview, major tenant overview, and a lease expiration summary. As
shown on the exhibits the property has a combined rentable area of 1,336,244
square feet, as summarized below.

  The occupancy figures are presented both excluding and including Oaktree
Capital, a major tenant lease agreement signed in March, 1998 and scheduled
for initial occupancy in April, 1999.

           Total Area     Leased Area (SF)          Occupancy
Component  (RSF)       Current    W/ Oaktree  Current  W/ Oaktree
- -----------------------------------------------------------------------
Office:    1,255,257   1,088,234  1,160,516    86.7%   92.5%
Retail:       69,139      69,139  N/A         100.0%   N/A
Storage:      11,848      11,848  NA          100.0%   N/A
- -----------------------------------------------------------------------
Totals:    1,336,244   1,169,221  1,241,502    87.5%   92.9%

  Excluding storage space the property has a total rentable area of 1,324,396
square feet.

  The two "Tenant Overview" exhibits summarize the current tenants leasing
less than 40,000 square feet and the six subject tenants leasing in excess of
40,000 square feet of rentable area. The chart below summarizes the current
tenant status.

- -------------------------------------------------------------------------------
                                      66
<PAGE>

                                   CUSHVAN &
                                   WAKEFIELD
                                   Rent Roll
WELLS FARGO CENTER
333 South Grand Avenue * Downtown Los Angeles

<TABLE>
<CAPTION>
                                  Square Feet           Lease Dates              Minimum   Adjust   Annual    Base
Suite Tenant's Name            Vacant  Occupied  Begin    Ending     Term (mos)  Rent/PSF    Date     Rent    Stop
- ------------------------------------------------------------------------------------------------------------------
OFFICE TENANTS
- ------------------------------------------------------------------------------------------------------------------
Floors 54-43
- ------------------------------------------------------------------------------------------------------------------
<S>   <C>                               <C>     <C>      <C>        <C>        <C>         <C>     <C>        <C>
5400  Bunker Hill Club (Club)           16,690   Jun-82    Jul-98          194    $21.00           $350,490    NNN
         (renewal)                               Aug-98    Jul-08          120    $11.00           $183,590    NNN
                                                                                  $13.50   Aug-01  $225,315
                                                                                  $16.50   Aug-05  $275,385
5400  WELLS FARGO                        8,634   Jun-82    Feb-13          369    $18.00           $155,412  $4.25
5300  Sumitomo Bank                     25,324   Sep-87    Aug-02          180    $35.00           $886,340  $7.25
      [logo]
5200  SMITHBARNEY                       25,324   Nov-87    Oct-02          180    $38.00           $962,312  $7.70
5100  Smith Barney                      25,324   Nov-87    Oct-02          180    $38.00           $962,312  $7.70
5000  Wells Fargo                       25,324   Jun-82    Feb-13          369    $21.50           $544,466  $4.25
4900  Gibson Dunn                       25,324   Nov-12    Nov-12          361    $19.94           $504,961  $4.25
4800  GD&C                              25,324   Nov-82    Nov-12          361    $19.94           $504,961  $4.25
4700                                    25,324   Nov-82    Nov-12          361    $19.94           $504,961  $4.25
4600                                    25,324   Nov-82    Nov-12          361    $19.94           $504,961  $4.25
4500                                    24,505   Nov-82    Nov-12          361    $19.94           $488,630  $4.25
4400                                    24,505   Nov-82    Nov-12          361    $19.94           $488,630  $4.25
4300                                    24,874   Nov-82    Nov-12          361    $19.94           $457,264  $4.25
- ------------------------------------------------------------------------------------------------------------------
      Sub-Total:                    0  301,800            301,800 Sub-Total SF for Firs 43-54

Floors 42-23
- ------------------------------------------------------------------------------------------------------------------
4200  Vacant                    4,024
4200  ING Financial Svcs                20,863   Jan-97    Jan-07          121    $16.10           $335,894    NNN
4100  Donovan Leisure                   24,887   Oct-82    Nov-99          206    $25.00           $622,175    NNN
4000  Computer Generated                11,004   Apr-97    Nov-03           80     $8.00            $88,032    NNN
                                                                                  $16.00   Apr-99  $176,064
4000  Vacant                      607
4004  Jonathan Evans                       206   Feb-98    Dec-98        M-T-M    $18.00             $3,706  Gross
4040  Jeanie Lee Law                     1,000   Feb-98    Oct-03           69     $5.00             $5,004    NNN
4050  Pansky & Markle                    2,868   Oct-91    Sep-98           84    $20.00            $57,360    NNN
4055  Al-Tech Enterprise                 1,603   Apr-97    Mar-00           36     $5.00             $8,015    NNN
4060  Trefry, Will                       1,216   Jan-92    Dec-98        M-T-M     $6.00             $7,296    NNN
4070  Citibank                           5,009   Jul-92    Nov-03          137    $10.50            $52,595    NNN
       [logo]
4075  Robert Bender                      1,374   Apr-94    Apr-98           49     $6.00             $8,244    NNN
3900  Gibson Dunn                       24,887   Dec-91    Nov-12          252    $19.50           $485,297  $4.25
3800  Gibson Dunn                       24,887   Dec-91    Nov-12          252    $33.75           $839,936  $4.25
3700  Barton Klugman                    14,129   Sep-97    Oct-02           62    $10.00           $141,290    NNN
3700  Vacant                   10,758
3600  Zimmer Gunsul                      9,493   Jun-94    Aug-01           87     $7.88            $74,805    NNN
                                                                                   $9.35   Jun-99   $88,760
3600  Vacant                      951
3600  Vacant                    5,462
3600  Vacant                    3,635

</TABLE>

<PAGE>

WELLS FARGO CENTER
333 South Grand Avenue * Downtown Los Angeles

<TABLE>
<CAPTION>
                                          Square Feet             Lease Dates            Minimum    Adjust    Annual   Base
Suite      Tenant's Name               Vacant   Occupied   Begin    Ending   Term (mos)   Rent/PSF    Date      Rent   Stop
- ----------------------------------------------------------------------------------------------------------------------------
<S>       <C>                        <C>       <C>       <C>       <C>       <C>         <C>        <C>     <C>      <C>
3680     Ford & Harrison                            5,134  Nov-92    May-02         115      $6.33           $32,498    NNN
3500     Russell Reynolds                           4,801  Aug-95    Aug-01          73      $5.00           $24,005    NNN
3535     David Ross & Assoc                         3,009  Jun-92    Feb-98          69     $12.00           $36,108    NNN
3550     Charter Auto Parks                         2,127  Aug-91    Feb-99          91     $21.16           $45,007   None
3560     Lexicon Communicat                         2,469  Feb-94    Jan-99          60      $5.00           $12,345    NNN
3570     Thai Farmers                               4,708  Jun-89    Apr-99         119     $33.65          $158,424  $4.85
3580     Thelen Marrin                              5,263  Nov-90    Nov-02         145     $32.50          $171,048    NNN
         THELEN
         MARRIN
         JOHNSON &
         BRIDGES LLP
         ATTORNEYS AT LAW
3590     Johnnie Johnsn                             1,288  Sep-95    Dec-98       M-T-M      $4.00            $5,152    NNN
3500     Vacant                            472
3400     Thelen Marrin                             24,137  Dec-82    Nov-02         240     $21.28          $513,635  $4.25
3300     Thelen Marrin                             24,484  Dec-82    Nov-02         240     $21.28          $521,020  $4.25
3200     Payden & Rygel                            24,491  Sep-92    Sep-04         145     $23.30          $570,640    NNN
         [logo]
3150     Payden & Rygel                            12,368  Jan-97    Sep-04          93      $3.00           $37,104    NNN
3100     Payden & Rygel                            12,123  Apr-98    Sep-04          78      $8.00           $96,984    NNN
3000     Jones Lang Wootton                         6,993  Jun-97    Jan-02          56     $14.08           $98,461    NNN
         [logo]
3010     Cigna                                      7,410  Mar-97    Feb-03          72      $7.00           $51,870    NNN
3020     Jones Lang                                 5,375  Feb-97    Dec-98       M-T-M     $12.00           $64,500    NNN
3030     Boyt Co.                                   2,295  Oct-93    Sep-98          60      $5.00           $11,475    NNN
3040     Banco Di Napoli                            2,418  Nov-92    Oct-02         120     $18.80           $45,458    NNN
2910     Office of Ch. 13 (MTM)                     6,424  Jan-98    Dec-98       M-T-M     $19.20          $123,341  Gross
                                                                                            $24.00  Feb-98  $154,176
                                                                                            $60.00  Apr-98  $385,440
2950     Vacant                         18,067
29-2800  Oaktree Capital (48.982 SF)            new lease  Apr-99    Mar-09         120     $15.50          $759,221    NNN
2800     Vacant                         24,491
2700     Vacant                         24,491
2700     Oaktree Capital (24.491 SF)            new lease  Apr-99    Mar-09         120      $0.00                $0    NNN
                                                                                            $15.50  Jun-01  $759,221
2600     Vacant                         24,491
2500     Vacant                         24,271
2400     Kidder Peabody                            20,977  Sep-91    Aug-01         120     $22.85          $479,324    NNN
         PaineWebber
2400     Vacant                          2,692
2300     Kidder Peabody                            24,009  Sep-91    Aug-01         120     $22.85          $548,606    NNN
- ----------------------------------------------------------------------------------------------------------------------------
             Sub-Total:                144,412    345,729           490,141  Sub-Total SF for Flrs 23-42

Floors 22-4
- ----------------------------------------------------------------------------------------------------------------------------
2200     Credit Suisse                             24,145  Dec-84    Dec-04         241      $5.00          $120,725    NNN
2100     Zevnik Horton                             24,145  Jul-96    Jun-03          84      $7.53          $181,800    NNN
                                                                                             $8.78  Jul-98  $212,100
                                                                                            $10.10  Jul-99  $243,864
2000     Citibank (storage)                           273  Oct-95    Sep-25       M-T-M     $18.00            $4,914   None
2000     Bovitz & Spitzer                           2,780  Jun-95    May-98          36      $3.00            $8,340    NNN
2000     LA Reprographics                           2,175  Dec-96    Nov-98          24      $5.00           $10,875    NNN
2008     Barnes, McGhee                             3,497  Jun-95    Aug-00          63      $3.00           $10,491    NNN
2020     Shaco, Inc.                                4,469  Jun-95    Aug-00          63      $3.00           $13,407    NNN
2040     Offce Lt Governor                          6,685  Apr-96    Aug-98          29     $10.59           $70,794   None
</TABLE>
<PAGE>


WELLS FARGO CENTER
333 South Grand Avenue * Downtown Los Angeles

<TABLE>
<CAPTION>
                                        Square Feet               Lease Dates            Minimum    Adjust     Annual  Base
Suite    Tenant's Name               Vacant   Occupied   Begin      Ending   Term (mos)   Rent/PSF    Date       Rent   Stop
- ----------------------------------------------------------------------------------------------------------------------------
<S>   <C>                          <C>       <C>       <C>         <C>       <C>        <C>        <C>       <C>      <C>
2050   Dvlpmnt Specialist                         3,011   Jun-95     May-00          60      $3.00             $9,033    NNN
1900   Goldman, Sachs                            24,145   Feb-95     Jan-01          72     $12.00           $289,740    NNN
1800   Vacant                          2,940
1800   Goldman, Sachs                            11,232   Feb-95     Jan-01          72     $12.00           $134,784    NNN
1800   Goldman, Sachs (storage)                     350   Jun-87     Jan-01         164     $15.00             $5,250    NNN
1810   Vacant                          1,819
1815   Vacant                          1,738
1820   Vacant                          2,819
1870   Wlknsn & Undrhill                          1,080   Oct-91     Sep-01         120      $3.50             $3,780    NNN
1880   Daniel Wier                                2,167   Feb-98     Jan-02          48      $5.50            $11,916    NNN
1700   Vacant                          2,760
1700   Dresdner Bank                             13,138   Sep-96     Nov-07         135      $8.00           $105,104    NNN
                                                                                            $10.00  Dec-99   $131,380
                                                                                            $11.00  Dec-00   $144,518
                                                                                            $12.00  Dec-02   $157,656
                                                                                            $14.00  Dec-03   $183,932
                                                                                            $15.00  Dec-06   $197,070
1710   Doc Repository                             4,133   Jul-97     Dec-01          54      $5.50            $22,732    NNN
1770   McGraw-Hill Co.                            4,114   Oct-95     Sep-00          60      $5.00            $20,570    NNN
       The McGraw-Hill Companies
1600   Peterson Ross                             18,888   Oct-86     Sep-01         180     $30.00           $566,640  $6.70
1650   Peterson Ross                              3,043   Oct-93     Sep-01          96     $23.30            $70,902    NNN
1680   Peterson Ross                              2,214   Jun-89     Sep-01         148     $23.00            $50,922    NNN
1565   Prgsve Lgl (MTM)                           2,258   Sep-97     Dec-98       M-T-M     $10.63            $24,003   None
1500   O'Brien Partners                           4,123   Dec-93     Dec-01          97     $10.00            $41,230    NNN
                                                                                            $15.00  Dec-98    $61,845
1525   Wheat, First Sec.                          1,384   Mar-95     Sep-00          67      $5.00             $6,920    NNN
1555   La Florence, Inc.                          1,205   Jun-95     Sep-00          64      $5.00             $6,025    NNN
1570   Marks Murase                               8,403   Sep-86     Aug-98         144      $6.00            $50,418    NNN
1580   Jeff Dominic Price                           591   Sep-97     Sep-98          13      $7.50             $4,433    NNN
1590   Vacant                          1,719
1560   Parker Mulcahy                             4,156   Dec-97     Nov-03          72      $9.75            $40,521    NNN
                                                                                            $10.00  Dec-01    $41,560
1485   Progressive Legal                          8,313   Apr-95     Mar-98          36     $15.65           $130,098   None
1480   Jones Lang (storage)                          55   Dec-93     Nov-23       M-T-M     $15.00               $825   None
1400   Vacant                          1,889
1400   Bridge Mrkt Data                           5,500   Mar-94     Feb-99          60      $5.50            $30,250    NNN
1450   Delta Asset Mgmt                           7,460   Sep-91     Aug-98          84      $6.00            $44,760    NNN
1200   Wells Fargo                               23,681   Jun-82     Feb-13         369     $14.00           $331,534  $4.25
1100   Wells Fargo                               23,716   Jun-82     Feb-13         369     $14.00           $332,024  $4.25
1000   Wells Fargo                               23,716   Jun-82     Feb-13         369     $14.00           $332,024  $4.25
900    Wells Fargo                               23,716   Jun-82     Feb-13         369     $14.00           $332,024  $4.25
800    Wells Fargo                               23,716   Jun-82     Feb-13         369     $14.00           $332,024  $4.25
700    Wells Fargo                               23,716   Jun-82     Feb-13         369     $14.00           $332,024  $4.25
600    Business Acct Solu                         3,688   Jul-97     Aug-03          74      $6.00            $22,128    NNN
600    Chang Hwa Bank                            14,200   Sep-90     Jul-06         191     $18.00           $255,600    NNN
601    Dvlpmnt Spcialst (storage)                   415   Jun-97     May-27       M-T-M     $15.00             $6,225   None
650A   Nan Nan Xu                                 2,260   Oct-96     Dec-02          75      $4.00             $9,040    NNN
                                                                                             $5.00  Jan-99    $11,300
                                                                                             $7.00  Jan-00    $15,820
                                                                                             $8.50  Jan-01    $19,210
                                                                                            $10.00  Jan-02    $22,600
660    Fire Life Safety                           2,260   Feb-91     Jan-01         120     $30.00            $67,800    NNN
680    Isadore's                                    660   Sep-90     Sep-00         121     $18.18            $11,999   None
600-S  RR Donnelley (storage)                       293   Mar-94     Feb-24       M-T-M     $18.00             $5,274   None
500    Wells Fargo                               23,716   Jun-82     Feb-13         369     $14.00           $332,024  $4.25
400    Vacant                          3,780
400    Vacant                          3,147
400    Century Reprographics                      4,806   Jun-98     May-03          60     $13.00            $62,478    NNN
400    ABM Janitorial (storage)                     209   Jan-98     Dec-27       M-T-M      $0.00                 $0   None
400    USI Security (storage)                       209   Jan-98     Dec-27       M-T-M      $0.00                 $0   None
401    WFB - Phone Room                             406   Jan-85     Feb-13         338     $17.14             $6,959    NNN
402    WFB - Elevator                               573   Jan-85     Feb-13         338     $17.14             $9,821    NNN
403    WFB - Dumb Waiter                             64   Jan-85     Feb-13         338     $17.14             $1,097    NNN
410    Hanley-McCartn MTM                         1,122   Jan-94     Dec-98          60      $4.28             $4,802   None

</TABLE>

<PAGE>

WELLS FARGO CENTER
333 South Grand Avenue * Downtown Los Angeles

<TABLE>
<CAPTION>

                                     Square Feet                Lease Dates               Minimum  Adjust      Annual   Base
Suite    Tenant's Name             Vacant    Occupled  Begin     Ending      Term (mos)  Rent/PSF    Date        Rent   Stop
- ----------------------------------------------------------------------------------------------------------------------------
<S>   <C>                         <C>      <C>       <C>        <C>        <C>          <C>        <C>     <C>        <C>
430     Human Rights (MTM)                      1,296   Apr-96     Dec-98         M-T-M    $10.90             $14,126   None
470     Bunker Hill Club (Office)               2,795   Jun-92     Jul-98            74    $18.00             $50,310    NNN
                                                        Aug-98     Jul-08           120     $6.00             $16,770    NNN
                                                                                           $10.00  Aug-03     $27,950
480     LA Mstr Chrie MTM                       5,309   Apr-93     Dec-98            69     $3.91             $20,758   None
- ----------------------------------------------------------------------------------------------------------------------------
            Sub-Total:              22,611    405,674             428,285    Sub-Total SF for Flrs 4-22

Mezzanine & Plaza
- ----------------------------------------------------------------------------------------------------------------------------
300     WFB - Plza & Mezz                      35,031   Oct-82     Feb-13           365    $29.39          $1,029,561  $4.25
- ----------------------------------------------------------------------------------------------------------------------------
             Total Office (SF):    167,023  1,088,234           1,255,257    Total NRA             86.7% Occupancy

STORAGE TENANTS

Roof    Level
- ----------------------------------------------------------------------------------------------------------------------------
5501    Walls Fargo                             4,184   Mar-83     Feb-13           360    $16.82             $70,375  $5.05
                                                                                           $21.42  Mar-00     $89,640
                                                                                           $25.45  Mar-05    $106,464
                                                                                           $30.22  Mar-10    $126,446
Parking Level
- ----------------------------------------------------------------------------------------------------------------------------
PL-507  MP Devlop Ltd.                            187   Jun-88     May-18           360    $26.00              $4,862   None
        Maguire
        Partners
PL-510  MP Devlop Ltd.                            335   Jun-88     Dec-98           127    $26.00              $8,710   None
PL-417  ESUSA                                     195   Jun-90     Dec-98           103    $24.53              $4,783   None
PL-418  MP Devlop Ltd.                            480   Jun-88     Dec-98           127    $26.00             $12,480   None
PL-420  MP Devlop Ltd.                            738   Jun-88     Dec-98           127    $26.00             $19,188   None
PL-300  MP Devlop Ltd.                            157   Jun-88     Dec-98           127    $26.00              $4,082   None
PL-316  MP Devlop Ltd.                            658   Jun-88     Dec-98           127    $26.00             $17,108   None
PL-320  Robeks Juice                              300   May-98     Apr-03            60    $15.00              $4,500   None
PL-330  Century Parking                           999   Jun-89     Dec-98           115    $28.26             $28,232   None
PL-332  Century Parking                           210   Jun-89     Dec-98           115     $0.00                  $0   None
PL-332  Valet Car Wash                             70   Jan-98     Dec-98            12     $0.00                  $0   None
PL-343  Court Cafeteria                           200   Jan-98     Dec-98            12    $24.00              $4,800   None
PL-224  Wells Fargo                               508   Mar-83     Feb-13           360    $13.57              $6,894  $5.05
PL-122  Wells Fargo                             1,170   Mar-83     Feb-13           360    $15.01             $17,562  $5.05
PL-124  MP Devlop Ltd.                            602   Jun-88     Dec-98           127    $26.00             $15,652   None
PL-125  Legal Source                              541   Dec-93     Nov-98            60     $0.00                  $0   None
PL-136  MP Devlop Ltd.                            314   Jun-88     Dec-98           127    $26.00              $8,164   None
- ----------------------------------------------------------------------------------------------------------------------------
           Total Storage (SF):           0     11,848              11,848   Total NRA              100.0% Occupancy

RETAIL TENANTS

1st and 2nd Level
- ----------------------------------------------------------------------------------------------------------------------------
R-350   Stepps                                  8,723   Jan-86     Jan-00           169    $23.54            $205,339  $5.20
R-100   Wells Fargo (Museum)                   11,815   Oct-83     Feb-13           353    $25.25            $298,329  $4.25
[Photo omitted]
</TABLE>

<PAGE>

WELLS FARGO CENTER
333 South Grand Avenue * Downtown Los Angeles

<TABLE>
<CAPTION>
                                     Square Feet                Lease Dates               Minimum  Adjust      Annual   Base
Suite    Tenant's Name             Vacant    Occupled  Begin     Ending      Term (mos)  Rent/PSF    Date        Rent   Stop
- ----------------------------------------------------------------------------------------------------------------------------
<S>    <C>                        <C>       <C>      <C>       <C>         <C>         <C>       <C>       <C>        <C>
R-51    CA Sesquicentennia                      1,290   Jul-97     Jun-96            12     $0.00                  $0    NNN
R-50    Legal Source                            2,046   Dec-93     Nov-98            60    $18.00             $36,828    NNN
R-33    UPS                                       570   Jun-89     Dec-98           115    $30.86             $17,590    NNN
        [logo]
R-32    CA Pizza Kitchen                        4,700   Jul-89     Jun-04           180    $31.20            $146,640    NNN
                                                                                           $35.20            $165,440
R-30    Fourtain Court                          1,650   Dec-87     Nov-17         M-T-M     $0.00                  $0    NNN
R-26    Robeks Juice                              515   May-98     Apr-03            60    $80.00             $41,200    NNN
R-25    Rocky Mtn Choc                            523   Mar-98     Dec-98            10    $25.00             $13,075    NNN
R-23    Crisp                                     255   Mar-88     Feb-98           120    $50.00             $12,750    NNN
R-19    Pasqua                                    878   May-87     Apr-07           240    $60.14             $52,803  $5.20
R-17    Mrs. Fields                               781   Jan-87     Dec-06           240    $35.00             $27,335  $5.20
R-15    McDonald's                              4,036   Feb-86     Jul-06           246    $15.50             $62,558    NNN
        [logo]
R-13    Kachina                                 5,900   Feb-92     Feb-07           181    $28.28            $166,852    NNN
                                                                                           $32.28  Feb-98    $190,452
R-10    Court Cafteria                         13,668   Jan-84     Jan-99           181    $38.79            $530,182  $3.15
R-09    Russells                                3,070   Aug-86     Aug-01           181    $15.85             $48,660    NNN
R-07    Taipan                                  5,168   Oct-84     Sep-00           192    $20.90            $108,011    NNN
                                                                                           $22.06  Oct-98    $114,006
                                                                                           $23.22  Oct-99    $120,001
R-06    La Petite                               1,432   Nov-97     Oct-02            60    $32.00             $45,824    NNN
                                                                                           $34.00  Nov-98     $48,688
                                                                                           $36.00  Nov-99     $51,552
                                                                                           $38.00  Nov-00     $54,416
                                                                                           $40.00  Nov-01     $57,280
R-05    Flower Patch                              710   Jan-84     Dec-98           180    $35.15             $24,957    NNN
R-03    Federal Express                           570   Jan-94     Dec-98            60    $58.60             $33,402    NNN
        [logo]
R-02    Sloan's                                   807   Jan-84     Dec-98           180    $38.00             $30,666  $5.05
R-ATM   Wells Fargo (ATM)                          32   Jun-88     Jul-99           134   $300.00              $9,600    NNN
- ----------------------------------------------------------------------------------------------------------------------------
              Total Retail (SF):         0     69,139              69,139  Total NRA               100.0% Occupancy
- ----------------------------------------------------------------------------------------------------------------------------
            Total Building (SF):   167,023  1,169,221           1,336,244  Total NRA                87.5% Occupancy
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>




WELLS FARGO
[Photo omitted] [Photo omitted] [Photo omitted]




<PAGE>

                                                                INCOME APPROACH
- -------------------------------------------------------------------------------

                         Annual PSF
Property Component       Weighted Avg. Rent  Predominant Expense Basis
- -------------------------------------------------------------------------------
Office- Major Tenants    $20.85              Full Service and NNN
Office -Smaller Tenants  $13.99              NNN
Retail Tenants           $28.25              NNN

  Major Tenants
  Six subject tenants lease a combined rentable area of 659,463 square feet,
or 49.4 percent of the total rentable area. The major tenants include a bank,
two law firms and three financial services/brokerage firms. These six major
tenants are summarized below.

                                Current Ann.
Tenant               SF Leased  PSF Rent      Expiration  % of Total
- -------------------------------------------------------------------------------
Wells Fargo          236,009    $14.00-29.39  2013        17.7%
Gibson, Dunn         224,954    $19.50-33.75  2012        16.8%
Thelen Marrin         53,884    $21.28-38.00  2002         4.0%
Smith Barney          50,648    $38.00        2002         3.8%
Payden & Rygel        48,982    $3.00-23.30   2004         3.7%
Kidder/Paine Webber   44,986    $22.85        2001         3.4%
- -------------------------------------------------------------------------------
       Total         659,463

  Paine Webber is marketing its space for sublease. Sumitomo Bank, which
leases 24,324 square feet on the 53rd floor is also marketing portions of its
premises for sublease. Thelen Marrin has previously subleased portions of its
premises.

  A new lease to Oaktree Capital was signed during March, 1998 for the 28 and
29th floors (48,892 square feet), as well as a commitment for "hold" space
encompassing the entire 27th floor (24,492 square feet). The total premises
for this new tenant will be 72,282 square feet, with a commencement date of
April, 1999.

  Wells Fargo and Gibson, Dunn & Crutcher are the two largest tenants, with
a combined 460,963 square feet of rentable area, or about 35 percent of the
total building. Pertinent issues relating to these tenancies are briefly
discussed below.

     WELLS FARGO is the largest tenant, and controls an interest in the
     property through its acquisition of Crocker Bank. Wells Fargo also has
     significant leasehold premises in two other CBD office buildings through
     its acquisition of 1st Interstate Bank. These premises include
     approximately 160,000 square feet of space in Library Tower at 633 West
     5th Street (formerly "1st Interstate World Center"). The lease in this
     building expires in 2005, and Wells Fargo has subleased much of the
     space, and has effectively vacated this location (although the tenant
     remains obligated for the lease payments). Wells Fargo also leases
     420,000 square feet to 1999 in the 1st Interstate Tower building at 707
     Wilshire Boulevard. Wells Fargo also has a 50 percent interest in this
     building. It is generally acknowledged that the bank does not require
     the entire premises in both the subject building and 707 Wilshire
     Boulevard. Wells Fargo has an ownership interest in each property, but
     the subject lease has a substantially longer term (2013 versus 1999).

- -------------------------------------------------------------------------------
                                      67

<PAGE>

<TABLE>
<CAPTION>
                                                                  Stacking Plan
WELLS FARGO CENTER
333 South Grand Avenue - Downtown Los Angeles

                                            Square Feet         Total  Occupancy
Floor   Tenant's Name         Suite      Vacant   Occupied  Floor (SF)  Ratio (%)
- ---------------------------------------------------------------------------------
<S>   <C>                    <C>         <C>      <C>       <C>          <C>
  55   Wells Fargo            5501                  4,184               (storage)
- ---------------------------------------------------------------------------------
             Sub-Total (SF):               0        4,184       4,184     100.0%
- ---------------------------------------------------------------------------------

  54   City Club              5400                 16,690
       Wells Fargo            5400                  8,634
- ---------------------------------------------------------------------------------
             Sub-Total (SF):               0       25,324      25,324     100.0%
- ---------------------------------------------------------------------------------

  53   Sumitomo               5300                 25,324
- ---------------------------------------------------------------------------------
             Sub-Total (SF):               0       25,324      25,324     100.0%
- ---------------------------------------------------------------------------------

  52   Smith Barney           5200                 25,324
- ---------------------------------------------------------------------------------
             Sub-Total (SF):               0       25,324      25,324     100.0%
- ---------------------------------------------------------------------------------

  51   Smith Bamey            5100                 25,324
- ---------------------------------------------------------------------------------
             Sub-Total (SF):               0       25,324      25,324     100.0%
- ---------------------------------------------------------------------------------

  50   Wells Fargo            5000                 25,324
- ---------------------------------------------------------------------------------
             Sub-Total (SF):               0       25,324      25,324     100.0%
- ---------------------------------------------------------------------------------

  49   Gibson Dunn            4900                 25,324
- ---------------------------------------------------------------------------------
             Sub-Total (SF):               0       25,324      25,324     100.0%
- ---------------------------------------------------------------------------------

  48   Gibson Dunn            4800                 25,324
- ---------------------------------------------------------------------------------
             Sub-Total (SF):               0       25,324      25,324     100.0%
- ---------------------------------------------------------------------------------

  47   Gibson Dunn            4700                 25,324
- ---------------------------------------------------------------------------------
             Sub-Total (SF):               0       25,324      25,324     100.0%
- ---------------------------------------------------------------------------------

  46   Gibson Dunn            4600                 25,324
- ---------------------------------------------------------------------------------
             Sub-Total (SF):               0       25,324      25,324     100.0%
- ---------------------------------------------------------------------------------

  45   Gibson Dunn            4500                 24,505
- ---------------------------------------------------------------------------------
             Sub-Total (SF):               0       24,505      24,505     100.0%
- ---------------------------------------------------------------------------------

  44   Gibson Dunn            4400                 24,505
- ---------------------------------------------------------------------------------
             Sub-Total (SF):               0       24,505      24,505     100.0%
- ---------------------------------------------------------------------------------

  43   Gibson Dunn            4300                 24,874
- ---------------------------------------------------------------------------------
             Sub-Total (SF):               0       24,874      24,874     100.0%
- ---------------------------------------------------------------------------------

  42   Vacant                 4200     4,024
       ING Financial Svcs     4200                 20,863
- ---------------------------------------------------------------------------------
             Sub-Total (SF):           4,024       20,863      24,887      83.8%
- ---------------------------------------------------------------------------------

  41   Donovan Leisure        4100                 24,887
- ---------------------------------------------------------------------------------
             Sub-Total (SF):               0       24,887      24,887     100.0%
- ---------------------------------------------------------------------------------

</TABLE>



<PAGE>

WELLS FARGO CENTER
333 South Grand Avenue - Downtown Los Angeles

<TABLE>
<CAPTION>
                                            Square Feet         Total  Occupancy
Floor   Tenant's Name         Suite      Vacant   Occupied  Floor (SF)  Ratio (%)
- ---------------------------------------------------------------------------------
<S>   <C>                    <C>         <C>      <C>       <C>          <C>
  40   Computer Generated        4000               11,004
       Jonathan Evans (MTM)      4004                  206              (storage)
       Vacant                    4000       607
       Jeanie Lee Law            4040                1,000
       Pansky & Markle           4050                2,868
       Al-Tech Enterprise        4055                1,603
       Trefry, Will (MTM)        4060                1,216
       Citibank                  4070                5,009
       Robert Bender             4075                1,374
- ---------------------------------------------------------------------------------
             Sub-Total (SF):                607     24,280     24,887      97.6%
- ---------------------------------------------------------------------------------

  39   Gibson Dunn               3900               24,887
- ---------------------------------------------------------------------------------
             Sub-Total (SF):                  0     24,887     24,887     100.0%
- ---------------------------------------------------------------------------------

  38   Gibson Dunn               3800               24,887
- ---------------------------------------------------------------------------------
             Sub-Total (SF):                  0     24,887     24,887     100.0%
- ---------------------------------------------------------------------------------

  37   Barton Klugman            3700               14,129
- ---------------------------------------------------------------------------------
       Vacant                    3700    10,758
- ---------------------------------------------------------------------------------
             Sub-Total (SF):             10,758     14,129     24,887      56.8%

  36   Zimmer Gunsul             3600                9,493
       Vacant                    3600       951
       Vacant                    3600     5,462
       Vacant                    3600     3,635
       Ford & Harrison           3680                5,134
- ---------------------------------------------------------------------------------
             Sub-Total (SF):             10,048     14,627     24,675      59.3%
- ---------------------------------------------------------------------------------

  35   Russell Reynolds          3500                4,801
       David Ross & Assoc        3535                3,009
       Charter Auto Parks        3550                2,127
       Lexicon Communicat        3560                2,469
       Thai Farmers              3570                4,708
       Thelen Marrin             3580                5,263
       Johnnie Johnsn MTM        3590                1,288
       Vacant                    3500       472
- ---------------------------------------------------------------------------------
             Sub-Total (SF):                472     23,665     24,137      98.0%
- ---------------------------------------------------------------------------------

  34   Thelen Marrin             3400               24,137
- ---------------------------------------------------------------------------------
             Sub-Total (SF):                  0     24,137     24,137     100.0%
- ---------------------------------------------------------------------------------

  33   Thelen Marrin             3300               24,484
- ---------------------------------------------------------------------------------
             Sub-Total (SF):                  0     24,484     24,484     100.0%
- ---------------------------------------------------------------------------------

  32   Payden & Rygel            3200               24,491
- ---------------------------------------------------------------------------------
             Sub-Total (SF):                  0     24,491     24,491     100.0%
- ---------------------------------------------------------------------------------

  31   Payden & Rygel            3150               12,368
       Payden & Rygel            3100               12,123
- ---------------------------------------------------------------------------------
             Sub-Total (SF):                  0     24,491     24,491     100.0%
- ---------------------------------------------------------------------------------

</TABLE>

<PAGE>

WELLS FARGO CENTER
333 South Grand Avenue - Downtown Los Angeles

<TABLE>
<CAPTION>
                                            Square Feet         Total  Occupancy
Floor   Tenant's Name         Suite      Vacant   Occupied  Floor (SF)  Ratio (%)
- ---------------------------------------------------------------------------------
<S>   <C>                    <C>         <C>      <C>       <C>          <C>
  30   Jones Lang Wootton        3000                6,993
       Cigna                     3010                7,410
       Jones Lang (MTM)          3020                5,375
       Boyt Co.                  3030                2,295
       Banco Di Napoli           3040                2,418
- ---------------------------------------------------------------------------------
             Sub-Total (SF):                  0     24,491     24,491     100.0%
- ---------------------------------------------------------------------------------

  29   Office of Ch. 13 (MTM)    2910                6,424
       Vacant                    2950    18,067
- ---------------------------------------------------------------------------------
             Sub-Total (SF):             18,067      6,424     24,491      26.2%
- ---------------------------------------------------------------------------------

  28   Vacant                    2800    24,491
- ---------------------------------------------------------------------------------
             Sub-Total (SF):             24,491          0     24,491       0.0%
- ---------------------------------------------------------------------------------

  27   Vacant                    2700    24,491
- ---------------------------------------------------------------------------------
             Sub-Total (SF):             24,491          0     24,491       0.0%
- ---------------------------------------------------------------------------------

  26   Vacant                    2600    24,491
- ---------------------------------------------------------------------------------
             Sub-Total (SF):             24,491          0     24,491       0.0%
- ---------------------------------------------------------------------------------

  25   Vacant                    2500    24,271
- ---------------------------------------------------------------------------------
             Sub-Total (SF):             24,271          0     24,271       0.0%
- ---------------------------------------------------------------------------------

  24   Kidder Peabody            2400               20,977
       Vacant                    2400     2,692
- ---------------------------------------------------------------------------------
             Sub-Total (SF):              2,692     20,977     23,669      88.6%
- ---------------------------------------------------------------------------------

  23   Kidder Peabody            2300               24,009
- ---------------------------------------------------------------------------------
             Sub-Total (SF):                  0     24,009     24,009     100.0%
- ---------------------------------------------------------------------------------

  22   Credit Suisse             2200               24,145
- ---------------------------------------------------------------------------------
             Sub-Total (SF):                  0     24,145     24,145     100.0%
- ---------------------------------------------------------------------------------

  21   Zevnik Horton             2100               24,145
- ---------------------------------------------------------------------------------
             Sub-Total (SF):                  0     24,145     24,145    100.0%
- ---------------------------------------------------------------------------------

  20   Citibank (MTM)            2000                  273              (storage)
       Bovitz & Spitzer          2000                2,780
       LA Reprographics          2000                2,175
       Barnes, McGhee            2008                3,497
       Shaco, Inc.               2020                4,469
       Offce Lt Governor         2040                6,685
       Dvlpmnt Specialist        2050                3,011
             Sub-Total (SF):                  0     22,890     22,890     100.0%

  19   Goldman, Sachs            1900               24,145
- ---------------------------------------------------------------------------------
             Sub-Total (SF):                  0     24,145     24,145     100.0%
- ---------------------------------------------------------------------------------

  18   Vacant                    1800     2,940
       Goldman, Sachs            1800               11,232
       Goldman, Sachs            1800                  350              (storage)

</TABLE>

WELLS FARGO CENTER
333 South Grand Avenue - Downtown Los Angeles

<TABLE>
<CAPTION>
                                            Square Feet         Total  Occupancy
Floor   Tenant's Name         Suite      Vacant   Occupied  Floor (SF)  Ratio (%)
- ---------------------------------------------------------------------------------
<S>   <C>                    <C>         <C>      <C>       <C>          <C>
       Vacant                    1810     1,819
       Vacant                    1815     1,738
       Vacant                    1820     2,819
       Wlknsn & Undrhill         1870                1,080
       Daniel Wier               1880                2,167
- ---------------------------------------------------------------------------------
             Sub-Total (SF):              9,316     14,829     24,145      61.4%
- ---------------------------------------------------------------------------------

  17   Vacant                    1700     2,760
       Dresdner Bank             1700               13,138
       Doc Repository            1710                4,133
       McGraw-Hill Co.           1770                4,114
- ---------------------------------------------------------------------------------
             Sub-Total (SF):              2,760     21,385     24,145      88.6%
- ---------------------------------------------------------------------------------

  16   Peterson Ross             1600               18,888
       Peterson Ross             1650                3,043
       Peterson Ross             1680                2,214
- ---------------------------------------------------------------------------------
             Sub-Total (SF):                  0     24,145     24,145     100.0%
- ---------------------------------------------------------------------------------

  15   Prgsve Lgl (MTM)          1565                2,258
       O'Brien Partners          1500                4,123
       Wheat, First Sec.         1525                1,384
       La Florence, Inc.         1555                1,205
       Marks Murase              1570                8,403
       Jeff Dominic Price        1580                  591
       Parker Mulcahy            1560                4,156
       Vacant                    1590     1,719
- ---------------------------------------------------------------------------------
             Sub-Total (SF):              1,719     22,120     23,839      92.8%
- ---------------------------------------------------------------------------------

  14   Progressive Legal         1485                8,313
       Jones Lang (MTM)          1480                   55              (storage)
       Vacant                    1400     1,889
       Bridge Mrkt Data          1400                5,500
       Delta Asset Mgmt          1450                7,460
- ---------------------------------------------------------------------------------
             Sub-Total (SF):              1,889     21,328     23,217      91.9%
- ---------------------------------------------------------------------------------

  12   Wells Fargo               1200               23,681
- ---------------------------------------------------------------------------------
             Sub-Total (SF):                  0     23,681     23,681     100.0%
- ---------------------------------------------------------------------------------

  11   Wells Fargo               1100               23,716
- ---------------------------------------------------------------------------------
             Sub-Total (SF):                  0     23,716     23,716     100.0%
- ---------------------------------------------------------------------------------

  10   Wells Fargo               1000               23,716
- ---------------------------------------------------------------------------------
             Sub-Total (SF):                  0     23,716     23,716     100.0%
- ---------------------------------------------------------------------------------

   9   Wells Fargo               900                23,716
- ---------------------------------------------------------------------------------
             Sub-Total (SF):                  0     23,716     23,716     100.0%
- ---------------------------------------------------------------------------------

   8   Wells Fargo               800                23,716
- ---------------------------------------------------------------------------------
             Sub-Total (SF):                  0     23,716     23,716     100.0%
- ---------------------------------------------------------------------------------

</TABLE>

<PAGE>

WELLS FARGO CENTER
333 South Grand Avenue - Downtown Los Angeles

<TABLE>
<CAPTION>
                                            Square Feet         Total  Occupancy
Floor   Tenant's Name         Suite      Vacant   Occupied  Floor (SF)  Ratio (%)
- ---------------------------------------------------------------------------------
<S>   <C>                    <C>         <C>      <C>       <C>          <C>
   7   Wells Fargo               700                23,716
- ---------------------------------------------------------------------------------
             Sub-Total (SF):                  0     23,716     23,716     100.0%
- ---------------------------------------------------------------------------------

   6   Business Acct Solu        600                 3,688
       Chang Hwa Bank            600                14,200
       Devlpmnt Specialst (MTM)  601                   415              (storage)
       Nan Nan Xu                650A                2,260
       Fire Life Safety          660                 2,260
       Isadore's                 680                   660
       RR Donnelley (MTM)        600-S                 293              (storage)
- ---------------------------------------------------------------------------------
             Sub-Total (SF):                  0     23,776     23,776     100.0%
- ---------------------------------------------------------------------------------

   5   Wells Fargo               500                23,716
             Sub-Total (SF):                  0     23,716     23,716     100.0%

   4   Vacant                    400      3,780
       Vacant                    400      3,147
       Century Reprographics     400                 4,806
       ABM Janitorial (MTM)      400                   209              (storage)
       USI Security (MTM)        400                   209              (storage)
       WFB - Phone Room          401                   406
       WFB - Elevator            402                   573
       WFB - Dumb Waiter         403                    64
       Hanley-McCartn MTM        410                 1,122
       Human Rights (MTM)        430                 1,296
       City Club                 470                 2,795
       LA Mstr Chrle MTM         480                 5,309
- ---------------------------------------------------------------------------------
             Sub-Total (SF):              6,927     16,789     23,716      70.8%
- ---------------------------------------------------------------------------------

   3   Wells Fargo               Mezz               23,394
       Wells Fargo               Plaza              11,637
- ---------------------------------------------------------------------------------
             Sub-Total (SF):                  0     35,031     35,031     100.0%
- ---------------------------------------------------------------------------------

       Wells Fargo Center o Office Tower                     Rent Roll
       STACKING PLAN                      Vacant  Occupied    Total SF
                         Totals (SF):    167,023  1,092,418  1,259,441

</TABLE>

[Graph omitted]




<PAGE>

                                                                INCOME APPROACH
- -------------------------------------------------------------------------------

     The lease for this tenant includes a clause which adjusts the rent to
     reflect "any increase in the cost of living" on the 11th, 16th, 21st, and
     26th anniversaries. The adjustments are limited, however: "..the maximum
     amount to which the basic rent may be increased...shall be the amount
     which, together with [the passthroughs above a $4.25 PSF expense
     stop]..is equal to the fair market value rental as of the Adjustment
     Date". The landlord did not increase the rental rate as permitted as of
     the 1992 and 1997 (11th and 16th anniversaries) adjustment dates because
     current rent and reimbursements exceeded the landlord's estimate of
     market rent. We note that market rent as defined in the lease can be
     interpreted differently by opposing parties, and market rent could well
     be determined to include deductions for tenant improvements amortized
     over the term of the lease. Based on our analysis of the current and
     projected market rental rates over the term of the holding period, the
     contract rent and reimbursements exceed market rent, and we projected the
     current rent to remain "flat" over the term of the lease.

     GIBSON, DUNN & CRUTCHER, LLP was founded in 1890, and has 15 offices
     worldwide, including Los Angeles (the founding office), Century City, New
     York, Washington D.C., Dallas, and Denver. The firm includes specialty
     practice groups in Antitrust and Trade regulation, Environmental law,
     Securities litigation, and international trade and customs law. Gibson,
     Dunn & Crutcher also has an interest in the property. This tenant has a
     similar CPI/market rental adjustment clause as Wells Fargo each five
     years, and the current rent and expense reimbursements will continue to
     exceed market rental rates over the holding period, based on our
     projections. We accordingly modeled the rental for this tenant "flat" for
     the remainder of the lease.

  Rollover Profile
  The accompanying chart details the lease expiration schedule for the current
subject tenants. The annual rollover profile for the office component of the
property is summarized below.

Year  SF Expiring  % of Total *
- -------------------------------
1998   45,953       3.6%
1999   39,691       3.2%
2000   19,943       1.6%
2001  130,748      10.4%
2002  162,957      12.9%
2003   61,218       4.9%
2004   73,127       5.8%
2005        0         0%
2006   14,200       1.1%
2007   34,001       2.7%
2008   19,485       1.5%
2009   73,473       5.8%
2010        0       0.0%
2011        0       0.0%
2012  224,954      17.9%
2013  240,193      19.1%
*Office tower area including roof area


- -------------------------------------------------------------------------------
                                      68

<PAGE>

                               Rollover Exposure
                                OFFICE COMPONENT

WELLS FARGO CENTER
333 South Grand Avenue  Downtown Los Angeles
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
Rollover                                              Occupied   Percentage   Expiry    Cumulative  Rollover
 Year       Tenant's Name                      Suite  Area (SF)  of Building    Date     SQFT       Percent
- ------------------------------------------------------------------------------------------------------------
<S>     <C>                                    <C>    <C>         <C>        <C>       <C>          <C>
 1998     David Ross & Assoc                    3535      3,009         0.2%  Feb-98      3,009         0.2%
          Progressive Legal                     1485      8,313         0.7%  Mar-98     11,322         0.9%
          Robert Bender                         4075      1,374         0.1%  Apr-98     12,696         1.0%
          Bovitz & Spitzer                      2000      2,780         0.2%  May-98     15,476         1.2%
          Delta Asset Mgmt                      1450      7,460         0.6%  Aug-98     22,936         1.8%
          Marks Murase                          1570      8,403         0.7%  Aug-98     31,339         2.5%
          Office Lt Governor                    2040      6,685         0.5%  Aug-98     38,024         3.0%
          Jeff Dominic Price                    1580        591         0.0%  Sep-98     38,615         3.1%
          Boyt Co.                              3030      2,295         0.2%  Sep-98     40,910         3.2%
          Pansky & Markle                       4050      2,868         0.2%  Sep-98     43,778         3.5%
          LA Reprographics                      2000      2,175         0.2%  Nov-98     45,953         3.6%
- ------------------------------------------------------------------------------------------------------------
               Sub-Total (SF):                           45,953         3.6%             45,953         3.6%
- ------------------------------------------------------------------------------------------------------------

 1999     Lexicon Communicat                    3560      2,469         0.2%  Jan-99     48,422         3.8%
          Bridge Mrkt Data                      1400      5,500         0.4%  Feb-99     53,922         4.3%
          Charter Auto Parks                    3550      2,127         0.2%  Feb-99     56,049         4.5%
          Thai Farmers                          3570      4,708         0.4%  Apr-99     60,757         4.8%
          Donovan Leisure                       4100     24,887         2.0%  Nov-99     85,644         6.8%
- ------------------------------------------------------------------------------------------------------------
               Sub-Total (SF):                           39,691         3.2%             85,644         6.8%
- ------------------------------------------------------------------------------------------------------------

 2000     Al-Tech Enterprise                    4055      1,603         0.1%  Mar-00     87,247         6.9%
          Dvlpmnt Specialist                    2050      3,011         0.2%  May-00     90,258         7.2%
          Barnes, McGhee                        2008      3,497         0.3%  Aug-00     93,755         7.4%
          Shaco, Inc.                           2020      4,469         0.4%  Aug-00     98,224         7.8%
          Isadore's                              680        660         0.1%  Sep-00     98,884         7.9%
          Wheat, First Sec.                     1525      1,384         0.1%  Sep-00    100,268         8.0%
          La Florence, Inc.                     1555      1,205         0.1%  Sep-00    101,473         8.1%
          McGraw-Hill Co.                       1770      4,114         0.3%  Sep-00    105,587         8.4%
- ------------------------------------------------------------------------------------------------------------
               Sub-Total (SF):                           19,943         1.6%            105,587         8.4%
- ------------------------------------------------------------------------------------------------------------

 2001     Fire Life Safety                       660      2,260         0.2%  Jan-01    107,847         8.6%
          Goldman, Sachs                     18-1900     35,377         2.8%  Jan-01    143,224        11.4%
          Goldman, Sachs (storage)              1800        350         0.0%  Jan-01    143,574        11.4%
          Kidder Peabody                     23-2400     44,986         3.6%  Aug-01    188,560        15.0%
          Russell Reynolds                      3500      4,801         0.4%  Aug-01    193,361        15.4%
          Zimmer Gunsul                         3600      9,493         0.8%  Aug-01    202,854        16.1%
          Peterson Ross                         1600     24,145         1.9%  Sep-01    226,999        18.0%
          Wlknsn & Undrhill                     1870      1,080         0.1%  Sep-01    228,079        18.1%
          O'Brien Partners                      1500      4,123         0.3%  Dec-01    232,202        18.4%
          Doc Repository                        1710      4,133         0.3%  Dec-01    236,335        18.8%
- ------------------------------------------------------------------------------------------------------------
               Sub-Total (SF):                          130,748        10.4%            236,335        18.8%
- ------------------------------------------------------------------------------------------------------------

 2002     Daniel Wier                           1880      2,167         0.2%  Jan-02    238,502        18.9%
          Jones Lang Wootton                    3000      6,993         0.6%  Jan-02    245,495        19.5%
          Ford & Harrison                       3680      5,134         0.4%  May-02    250,629        19.9%
          Sumitomo Bank                         5300     25,324         2.0%  Aug-02    275,953        21.9%
          Banco Di Napoli                       3040      2,418         0.2%  Oct-02    278,371        22.1%
          Barton Klugman                        3700     14,129         1.1%  Oct-02    292,500        23.2%
          Smith Barney                       51-5200     50,648         4.0%  Oct-02    343,148        27.2%
          Thelen Marrin                      33-3580     53,884         4.3%  Nov-02    397,032        31.5%
          Nan Nan Xu                            650A      2,260         0.2%  Dec-02    399,292        31.7%
- ------------------------------------------------------------------------------------------------------------
               Sub-Total (SF):                          162,957        12.9%            399,292        31.7%
- ------------------------------------------------------------------------------------------------------------

 2003     Cigna                                 3010      7,410         0.6%  Feb-03    406,702        32.3%
          Century Reprographics                  400      4,806         0.4%  May-03    411,508        32.7%
          Zevnik Horton                         2100     24,145         1.9%  Jun-03    435,653        34.6%
          Business Acct Solu                     600      3,688         0.3%  Aug-03    415,196        33.0%
          Jeanie Lee Law                        4040      1,000         0.1%  Oct-03    416,196        33.0%
          Parker Mulcahy                        1560      4,156         0.3%  Nov-03    420,352        33.4%
          Computer Generated                    4000     11,004         0.9%  Nov-03    431,356        34.2%
          Cltibank                              4070      5,009         0.4%  Nov-03    436,365        34.6%
- ------------------------------------------------------------------------------------------------------------
               Sub-Total (SF):                           61,218         4.9%            460,510        36.6%
- ------------------------------------------------------------------------------------------------------------

 2004     Payden & Rygel                     31-3200     48,982         3.9%  Sep-04    509,492        40.5%

</TABLE>


<PAGE>

WELLS FARGO CENTER
333 South Grand Avenue  Downtown Los Angeles
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
Rollover                                              Occupied   Percentage   Expiry    Cumulative  Rollover
 Year       Tenant's Name                      Suite  Area (SF)  of Building    Date     SQFT       Percent
- ------------------------------------------------------------------------------------------------------------
<S>     <C>                                    <C>    <C>         <C>        <C>       <C>          <C>
          Credit Suisse                         2200     24,145         1.9%  Dec-04    533,637        42.4%
- ------------------------------------------------------------------------------------------------------------
               Sub-Total (SF):                           73,127         5.8%            533,637        42.4%
- ------------------------------------------------------------------------------------------------------------

 2006     Chang Hwa Bank                         600     14,200               Jul-06    547,837        43.5%
- ------------------------------------------------------------------------------------------------------------
               Sub-Total (SF):                           14,200         1.1%            547,837        43.5%
- ------------------------------------------------------------------------------------------------------------

 2007     ING Financial Svcs                    4200     20,863         1.7%  Jan-07    568,700        45.2%
          Dresdner Bank                         1700     13,138         1.0%  Nov-07    581,838        46.2%
- ------------------------------------------------------------------------------------------------------------
               Sub-Total (SF):                           34,001         2.7%            581,838        46.2%
- ------------------------------------------------------------------------------------------------------------

 2008     Bunker Hill City Club (club)          5400     16,690         1.3%  Jul-08    598,528        47.5%
          Bunker Hill City Club (office)         470      2,795         0.2%  Jul-08    601,323        47.7%
- ------------------------------------------------------------------------------------------------------------
               Sub-Total (SF):                           19,485         1.5%            601,323        47.7%
- ------------------------------------------------------------------------------------------------------------

 2009     Oaktree Capital (new lease)*       28-2900     48,982         3.9%  Mar-09        N/A          N/A
          Oaktree Capital (new lease)*          2700     24,491         1.9%  Mar-09        N/A          N/A
- ------------------------------------------------------------------------------------------------------------
               Sub-Total (SF):                           73,473         5.8%
- ------------------------------------------------------------------------------------------------------------

 2012     Gibson Dunn                        38-4900    224,954        17.9%  Nov-12    826,277        65.6%
 ------------------------------------------------------------------------------------------------------------
              Sub-Total (SF):                          224,954        17.9%            826,277        65.6%
- ------------------------------------------------------------------------------------------------------------

 2013     Wells Fargo                     All + Roof    240,193        19.1%  Feb-13  1,066,470        84.7%
- ------------------------------------------------------------------------------------------------------------
              Sub-Total (SF):                          240,193        19.1%          1,066,470        84.7%
- ------------------------------------------------------------------------------------------------------------

 MTM/     Hanley-McCartn                         410      1,122         0.1%  Dec-98  1,067,592        84.8%
Storage   Human Rights                           430      1,296         0.1%  Dec-98  1,068,888        84.9%
          LA Mstr Chrle                          480      5,309         0.4%  Dec-98  1,074,197        85.3%
          Prgsve Lgl                            1565      2,258         0.2%  Dec-98  1,076,455        85.5%
          Office of Ch. 13                      2910      6,424         0.5%  Dec-98  1,082,879        86.0%
          Jones Lang                            3020      5,375         0.4%  Dec-98  1,088,254        86.4%
          Johnnie Johnsn                        3590      1,288         0.1%  Dec-98  1,089,542        86.5%
          Jonathan Evans                        4004        206         0.0%  Dec-98  1,089,748        86.5%
          Trefry, Will                          4060      1,216         0.1%  Dec-98  1,090,964        86.6%
          Jones Lang (storage)                  1480         55         0.0%  Nov-23  1,091,019        86.6%
          RR Donnelley (storage)               600-S        293         0.0%  Feb-24  1,091,312        86.7%
          Citibank (storage)                    2000        273         0.0%  Sep-25  1,091,585        86.7%
          Dvlpmnt Spcialst (storage)             601        415         0.0%  May-27  1,092,000        86.7%
          ABM Janitorial (storage)               400        209         0.0%  Dec-27  1,092,209        86.7%
          USI Security (storage)                 400        209         0.0%  Dec-27  1,092,418        86.7%
- ------------------------------------------------------------------------------------------------------------
              Sub-Total (SF):                           25,948         2.1%          1,092,418        86.7%
- ------------------------------------------------------------------------------------------------------------

          VACANT SPACE                                  167,023        13.3%          1,259,441       100.0%
- ------------------------------------------------------------------------------------------------------------
               Sub-Total (SF):                          167,023        13.3%          1,259,441       100.0%
- ------------------------------------------------------------------------------------------------------------
          Total Building NRA (SF):*                   1,259,441            Cumulative Rollover:     100.0%
- ------------------------------------------------------------------------------------------------------------

</TABLE>

[Graph omitted]





* Square footage does not include Oaktree Capital



<PAGE>

                                                                INCOME APPROACH
- -------------------------------------------------------------------------------

  The two largest tenants, who lease a combined 37 percent of the total office
area, have remaining lease terms to 2012 and 2013, or about 15 years from the
date of value. The duration of these leases results in a relatively favorable
lease rollover profile for the property. The "flat" rental terms for these
tenants limit the income "upside" for this component of the property over the
holding period, however.

  Available Space

  There is currently 93,640 square feet of space available on a
landlord-direct basis (excluding the leased Oaktree space), or 7.5 percent of
the total office area. The quoted rental rates for the available office space
range from $8.00 to $12.00 per-square-foot annually, NNN. These rates are "as
is" rents, and tenant allowances, leasing commissions, and other concessions
are "amortized" over the term of the lease. The projected per-square-foot
expenses for NNN charges (as of 1998) are quoted by the landlord at $10.43.
The indicated full service gross adjusted quoted rental rate range is from
$18.43 to $22.43 per-square-foot annually, prior to amortized concessions.

MARKET RENT

  We based market rent estimates for the subject on our investigations of the
competitive buildings in the market, a comparison with quoted rental rates and
signed leases for a cross section of competitive properties, and discussions
with brokers active in the downtown leasing market. The rental and occupancy
surveys included in the Market Analysis section provided an overview of
current availabilities and quoted rental rates for office buildings in the
downtown market.

  Subject's Market Position

  The subject is an excellent quality Class A office building within the CBD
market. The property competes directly for tenants with other, Class A office
buildings in this market. The following chart provides an overview of the
major properties comprising the "Class A" office supply in the downtown
market. The buildings are delineated based on three "tiers", or categories.
The categories are based on ratings of "Class A - Top Tier", which consists of
the eight newest, best quality major office buildings in the market, "Class A
- - 2nd Tier", which consists of seven excellent quality Class A office
properties including the subject completed during the middle portion of the
last decade (with one exception - 333 South Hope Street), and "Class A -3rd
Tier", which consists of five older Class A buildings which previously
represented the top tier of the market, and two relatively smaller, good
quality office properties completed during the middle portion of the 1980s.


- -------------------------------------------------------------------------------
                                      69

<PAGE>
                                                                INCOME APPROACH
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                 Rounded
                                     No. Of Rounded                  Current     Asking PSF
Item  Building                       Stories Area (SF)   Year Built  Occupancy*  Rent Range
- ---------------------------------------------------------------------------------------------------
<S>   <C>                          <C>      <C>          <C>         <C>        <C>
CLASS A-1ST TIER
F-1    Library Tower                 71      1,360,000   1989        89.9%       $8-12** NNN
F-2    California Plaza II           52      1,300,000   1992        89.4%       $13-18 NNN
F-3    Gas Company Tower             50      1,200,000   1991        85.9%       $8-12** NNN
F-4    777 S. Figueroa               52      1,000,000   1990        92.9%       $14-18 NNN
F-5    Sanwa Bank                    52        930,000   1990        96.5%       $15-25 NNN
F-6    865 S. Figueroa               35        675,000   1991        92.3%       $14-16 NNN
F-7    550 S. Hope                   28        540,000   1991        87.8%       $8.50-14.50 NNN
F-8    801 S. Figueroa               24        435,000   1992        90.4%       $22-25 FSG
- ---------------------------------------------------------------------------------------------------
Subtotal Class A 1st Tier            -       7,440,000   -           90.5%       $8-25 NNN
                                                                                 $22-25 FSG

CLASS A-2ND TIER
S-9    333 South Hope                55      1,360,000   1974        89.7%       $15-20 FSG
S-10   Wells Fargo Center N.         54      1,250,000   1982        92.9%       $8-12** NNN
S-11   Wells Fargo Center S.         45      1,000,000   1983        79.5%       $8-12** NNN
S-12   California Plaza I            42        935,000   1985        89.7%       $8-15 NNN
S-13   Citicorp Plaza Phase I        41        900,000   1985        84.5%       $12 NNN
S-14   444 S. Flower                 48        890,000   1982        98.1%       $18 FSG
S-15   400 S. Hope                   26        660,000   1982        87.1%       $22 FSG
- ---------------------------------------------------------------------------------------------------
Subtotal Class A, 2nd Tier           -       6,995,000   -           88.9%       $8-20 NNN
                                                                                 $15-22 FSG

CLASS A-3RD TIER
T-16   Arco Plaza (2 towers)         52      2,020,000   1973        69.9%       $21-24 FSG
T-17   1st Interstate Tower          60      1,030,000   1973        84.0%       $16-24 FSG
T-18   AT&T Center                   42        715,000   1968        77.8%       $14-22 FSG
T-19   MCI Center                    32        680,000   1973        90.3%       $19-22 FSG
T-20   Union Bank Plaza              40        610,000   1967        89.2%       $16-24 FSG
T-21   Chase Plaza                   22        450,000   1986        53.5%       $15 FSG
T-22   1000 Wilshire                 22        450,000   1987        99.3%       $21 FSG
- ---------------------------------------------------------------------------------------------------
Subtotal Class A, 3rd Tier           -       5,955,000   -           78.6%       $14-24 FSG

Total Class A 1st through 3rd Tiers         20,390,000               86.1%       $14-25 FSG
                                                                                 $8-25 NNN

</TABLE>

* Excluding space offered for sublease
** Ownership quotes rent based on net effective prior to amortized Tls and
leasing commissions

  The subject competes most directly for tenants with other buildings in the
"Class A-Top Tier" and "2nd Tier" categories listed above. The 3rd tier
properties must compete on a cost basis, and provide somewhat secondary
competition for the subject. We estimated market rental rates for the subject
based on an analysis of leases signed recently for space in the competitive
buildings listed above and in the subject property. The 22 buildings listed
above were included in the rental and occupancy survey presented in the Market
Analysis section of this appraisal. An overview of the buildings and tenancies
are presented below.


- -------------------------------------------------------------------------------
                                      70

<PAGE>


<TABLE>
<CAPTION>
                              DOWNTOWN LOS ANGELES
          Rental and Occupancy Survey of Competitive Office Buildings
- ---------------------------------------------------------------------------------------------------------------------------------
Top Tier - Class "A" Buildings                                                                                       1st Qtr 1993
- ---------------------------------------------------------------------------------------------------------------------------------
                                             Building Information          
                                     ----------------------------------------            Available Space (SF)        Overall
Item    Building Name /                No. of    Area      Avg. Flr.    Year      --------------------------------- Availability
 No.    Location                      Stories    (SF)      Area (SF)    Built      Floor(s)     Direct     Sublease    (SF)
- ----  -----------------              --------- ---------   ---------   ------     ---------     ------     -------- ------------
<S>   <C>                           <C>       <C>         <C>        <C>       <C>             <C>        <C>         <C>
 F-1  Library Tower / FIB World Ctr     73     1,360,086     18,631    1989    9, 16, 64 & 72          0   68,309
      633 West 5th Street                                                             14 - 67    137,410      0          Total
                                                                                                 -------
                                                                                                 137,410   68,309      205,719
- ---------------------------------------------------------------------------------------------------------------------------------
 F-2  Two California Plaza              52     1,277,801     24,573    1992                22          0   20,013
      350  South Grand Avenue                                                         15 - 39    134,969      0          Total
                                                                                                 -------
                                                                                                 134,969   20,013      154,982
- ---------------------------------------------------------------------------------------------------------------------------------
 F-3  The Gas Company Tower             52     1,200,000     23,077    1991             4 - 8     72,686      0
      555  West 5th Street                                                            30 - 50     96,555      0          Total
                                                                                                 -------
                                                                                                 169,241      0        159,241
- ---------------------------------------------------------------------------------------------------------------------------------
 F-4  777 Tower                         52     1,004,000     19,308    1991       25,29,34&35          0   16,993
      777 South Figueroa Street                                                        3 - 50     71,395      0          Total
                                                                                                 -------
                                                                                                  71,395   16,993       88,388
- ---------------------------------------------------------------------------------------------------------------------------------
 F-5  Sanwa Bank Plaza                  52       934,000     17,962    1990           43 & 44          0   11,336
      601 South Figueroa Street                                                       13 - 38     32,951      0          Total
                                                                                                 -------
                                                                                                  32,951   11,336       44,287
- ---------------------------------------------------------------------------------------------------------------------------------
 F-6  ??5 S. Figueroa Tower             35       674,132     19,261    1991           27 & 33          0   13,871
      865 South Figueroa Street                                                        1 - 33     52,043      0          Total
                                                                                                 -------
                                                                                                  52,043   13,871       65,914
- ---------------------------------------------------------------------------------------------------------------------------------
 F-7  550 S. Hope Street Building       26       538,006     19,215    1991           17 & 25          0   34,987
      550 South Hope Street                                                           5 - 28      65,473      0          Total
                                                                                                 -------
                                                                                                  65,473   34,987      100,460
- ---------------------------------------------------------------------------------------------------------------------------------
 F-8  801 Tower                         24       435,832     18,160    1992             4 - 8          0   33,680
      801 South Figueroa Street                                                     Grnd - 10     41,831      0          Total
                                                                                                 -------
                                                                                                  41,831   33,680       75,511
- ---------------------------------------------------------------------------------------------------------------------------------
                     Top Tier Totals   368     7,423,857     20,174                              705,313  199,189    Vacant
                                                                                                     904,502
                                                                                                     Total SF

</TABLE>

<TABLE>
<CAPTION>
            Quoted
          Annual Rent             Occupancy Ratio
Item  -----------------    Lease  ---------------
 No.    PSF       PSF      Type   Direct  Overall
- ----  ------     ------ --------  ------  -------  
<S>  <C>       <C>       <C>      <C>    <C>    
 F-1   $5.00  -  $22.00  NNN/FSG  89.9%   84.9%
       $8.00  -  $12.00    NNN
- -------------------------------------------------
 F-2  $18.00  -  $18.00    FSG    89.4%   87.9%
      $13.00  -  $18.00    NNN
- -------------------------------------------------
 F-3   $8.00  -  $12.00    NNN    85.9%   85.9%
       $8.00  -  $12.00    NNN
- -------------------------------------------------
 F-4  $12.00  -  $25.00    FSG    92.9%   91.2%
      $14.00  -  $18.00    NNN
- -------------------------------------------------
 F-5  $12.50  -  $17.00  NNN/FSG  96.5%   95.3%
      $15.00  -  $25.00    NNN
- -------------------------------------------------
 F-6  $12.00  -  $22.00    FSG    92.3%   90.2%
      $14.00  -  $16.00    NNN
- -------------------------------------------------
 F-7   $5.00  -   $6.00    NNN    87.8%   81.3%
       $8.50  -  $14.50    NNN
- -------------------------------------------------
 F-8   $8.00  -  $18.56    FSG    90.4%   82.7%
      $22.00  -  $25.00    FSG
- -------------------------------------------------
                                  80.5%   87.8%
                                  Direct  Overall
                                  Occupancy Ratio
- -------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
Second Tier - Class "A" Buildings                                                                                    1st Qtr 1993
- ---------------------------------------------------------------------------------------------------------------------------------
                                             Building Information          
                                     ----------------------------------------            Available Space (SF)        Overall
Item    Building Name /                No. of    Area      Avg. Flr.    Year      --------------------------------- Availability
 No.    Location                      Stories    (SF)      Area (SF)    Built      Floor(s)     Direct     Sublease    (SF)
- ----  -----------------              --------- ---------   ---------   ------     ---------     ------     -------- ------------
<S>   <C>                           <C>       <C>         <C>        <C>       <C>             <C>        <C>         <C>
 S-9   333 South Hops St. Building      55     1,359,934     24,726  1974         24 - 31          0   52,220
       333 South Hope Street                                                      22 - 28    140,523     0           Total
                                                                                             -------
                                                                                             140,523   52,220      192,743
- ---------------------------------------------------------------------------------------------------------------------------------
 S-10  Wells Fargo Center - North       54     1,255,257     23,246  1982      22-41 & 53          0  125,536
       333 South Grand Avenue                                                      4 - 42     93,640     0           Total
                                                                                             -------
                                                                                              93,640  125,536      219,176
- ---------------------------------------------------------------------------------------------------------------------------------
 S-11  Wells Fargo Center - South       45     1,012,000     22,489  1983          Ground          0     0
       355 South Grand Avenue                                                     18 - 42    207,503     0           Total
                                                                                             -------
                                                                                             207,503     0         207,503
- ---------------------------------------------------------------------------------------------------------------------------------
 S-12  One California Plaza             42       936,864     22,306  1985         12 & 26          0   32,401
       300 South Grand Avenue                                                Grnd 10 - 38     96,351     0           Total
                                                                                             -------
                                                                                              96,351   32,401      128,752
- ---------------------------------------------------------------------------------------------------------------------------------
 S-13  Citicorp Center                  41       895,058     21,831  1985          2 - 23          0  170,768
       725 South Figueroa Street                                                  15 - 39    138,777     0           Total
                                                                                             -------
                                                                                             138,777  170,768      309,545
- ---------------------------------------------------------------------------------------------------------------------------------
 S-14  444 Plaza                        48       893,979     18,625  1982       Grnd - 47          0  161,779
       444 South Flower Street                                                    37 & 38     16,873     0           Total
                                                                                             -------
                                                                                              16,873  161,779      178,652
- ---------------------------------------------------------------------------------------------------------------------------------
 S-15  400 S. Hope Street Building      26       661,756     25,452  1982          Ground          0     0
       400 South Hope Street                                                       3 - 26     85,051     0           Total
                                                                                             -------
                                                                                              85,051     0          85,051
- ---------------------------------------------------------------------------------------------------------------------------------
                  Second Tier Totals   311     7,014,848    22,558                           778,718  542,704   Vacant
                                                                                                1,321,422
                                                                                                Total SF

</TABLE>

<TABLE>
<CAPTION>
            Quoted
          Annual Rent             Occupancy Ratio
Item  -----------------    Lease  ---------------
 No.    PSF       PSF      Type   Direct  Overall
- ----  ------     ------ --------  ------  -------  
<S>  <C>       <C>       <C>      <C>    <C>    
 S-9    $9.00  -  $22.00    FSG    89.7%   85.8%
       $15.00  -  $20.00    FSG
- -------------------------------------------------
 S-10  $11.00  -  $16.00    FSG    92.5%   82.5%
        $8.00  -  $12.00    NNN
- -------------------------------------------------
 S-11    ---   -    ---     ---    79.5%   79.5%
        $8.00  -  $12.00    NNN
- -------------------------------------------------
 S-12  $10.00  -  $10.00   Negot   89.7%   86.3%
        $8.00  -  $15.00    NNN
- -------------------------------------------------
 S-13  $12.00  -  $18.00  NNN/FSG  84.5%   65.4%
       $12.00  -  $12.00    NNN
- -------------------------------------------------
 S-14  $15.00  -  $18.00    FSG    98.1%   80.0%
       $18.00  -  $18.00    FSG
- -------------------------------------------------
 S-15    ---   -    ---     ---    87.1%   87.1%
       $22.00  -  $22.00    FSG
- -------------------------------------------------
                                   88.9%   81.2%
                                   Direct  Overall
                                   Occupancy Ratio
- -------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                              DOWNTOWN LOS ANGELES
          Rental and Occupancy Survey of Competitive Office Buildings
- ---------------------------------------------------------------------------------------------------------------------------------
Third Tier - Class "A" Buildings                                                                                     1st Qtr 1993
- ---------------------------------------------------------------------------------------------------------------------------------
                                             Building Information          
                                     ----------------------------------------            Available Space (SF)        Overall
Item    Building Name /                No. of    Area      Avg. Flr.    Year      --------------------------------- Availability
 No.    Location                      Stories    (SF)      Area (SF)    Built      Floor(s)     Direct     Sublease    (SF)
- ----  -----------------              --------- ---------   ---------   ------     ---------     ------     -------- ------------
<S>   <C>                           <C>       <C>         <C>        <C>       <C>             <C>        <C>         <C>
 T-16  ARCO Plaza - North Tower           52      1,009,529     19,414  1972        Ground          0    0
       515 South Flower Street                                                      4 - 41    269,335    0            Total
                                                                                             -------
                                                                                              269,335    0          269,335
- ---------------------------------------------------------------------------------------------------------------------------------
 T-17  ARCO Plaza - South Tower           52      1,009,529     19,414  1972        Ground          0    0
       555 South Flower Street                                                     16 - 48    339,042    0            Total
                                                                                             -------
                                                                                              339,042    0          339,042
- ---------------------------------------------------------------------------------------------------------------------------------
 T-18  First Interstate Tower             60      1,028,848     17,147  1973        Ground          0    0
       707 Wishire Boulevard                                                       4,30-56    164,569    0            Total
                                                                                             -------
                                                                                              164,569    0          164,569
- ---------------------------------------------------------------------------------------------------------------------------------
 T-19  AT & T Center                      42        715,463     17,035  1968    19,21 & 37          0  23,807
       611 West 5th Street                                                         12 - 42    158,676    0            Total
                                                                                             -------
                                                                                              158,676  23,807       162,483
- ---------------------------------------------------------------------------------------------------------------------------------
 T-20  MCI Center                         32        678,500     21,203  1973        Ground          0    0
       700 South Flower Street                                                      4 - 33     65,658    0            Total
                                                                                             -------
                                                                                               65,658    0           65,658
- ---------------------------------------------------------------------------------------------------------------------------------
 T-21  Union Bank Plaza                   40        607,822     15,196  1967       24 & 33          0  32,063
       445 South Figueroa Street                                                   22 - 37     65,479    0            Total
                                                                                             -------
                                                                                               65,479  32,063        97,542
- ---------------------------------------------------------------------------------------------------------------------------------
 T-22  Chase Plaza                        22        447,218     20,328  1986      5, 19-22          0  91,040
       801 South Grand Avenue                                                  Grnd 2 - 16    208,008    0            Total
                                                                                             -------
                                                                                              208,008  91,040       299,048
- ---------------------------------------------------------------------------------------------------------------------------------
 T-23  1000 Wilshire Building             22        452,000     20,545  1987        Ground          0    0
       1000 Wilshire Boulevard                                                           8      3,000    0            Total
                                                                                             -------
                                                                                                3,000    0            3,000
- ---------------------------------------------------------------------------------------------------------------------------------
                     Third Tier Totals   322      5,948,909     18,475                      1,273,767   146,910  Vacant
                                                                                                  1,420,677
                                                                                                  Total SF
- ---------------------------------------------------------------------------------------------------------------------------------
            Three Tier Totals           1,001    20,387,614     20,367                     2,757,798    888,803  Vacant
                                                                                         3,646,601
</TABLE>

<TABLE>
<CAPTION>
            Quoted
          Annual Rent             Occupancy Ratio
Item  -----------------    Lease  ---------------
 No.    PSF       PSF      Type   Direct  Overall
- ----  ------     ------ --------  ------  -------  
<S>  <C>       <C>       <C>      <C>    <C>    
 T-16    ---        ---     ---    73.3%   73.3%
       $21.00  -  $24.00    FSG
               -
- -------------------------------------------------
 T-17    ---        ---     ---    66.4%   66.4%
       $21.00  -  $24.00    FSG
               -
- -------------------------------------------------
 T-18    ---        ---     ---    84.0%   84.0%
       $16.00  -  $24.00    FSG
               -
- -------------------------------------------------
 T-19  $10.00     $14.00    FSG    77.8%   74.5%
       $14.00  -  $22.00    FSG
               -
- -------------------------------------------------
 T-20    ---        ---     ---    90.3%   90.3%
       $19.00  -  $22.00    FSG
               -
- -------------------------------------------------
 T-21  $18.00     $24.00  FSG/NNA  89.2%   64.0%
       $16.00  -  $24.00    FSG
               -
- -------------------------------------------------
 T-22   $8.00     $12.00    FSG    53.5%   33.1%
       $15.00  -  $15.00    FSG
               -
- -------------------------------------------------
 T-23    ---        ---     ---    99.3%   99.3%
       $21.00  -  $21.00    FSG
- -------------------------------------------------
                                   78.6%   76.1%
                                   Direct  Overall
                                   Occupancy Ratio
- -------------------------------------------------
                                   66.5%   82.1%
                                   Direct  Overall
                                   Occupancy Ratio
- -------------------------------------------------
</TABLE>

<PAGE>



                                                   WELLS FARGO CENTER - PHASE I
                                                         333 South Grand Street
                                                  Los Angeles, California 90071

PARKING INCOME & EXPENSE STATEMENTS 

<TABLE>
<CAPTION>
                         January   February      March      April        May       June       July     August   September
  1998 BUDGET               1998       1998       1998       1998       1998       1998       1998       1998        1998
- -------------------------------------------------------------------------------------------------------------------------
<S>                     <C>       <C>         <C>        <C>        <C>      <C>        <C>        <C>          <C>
Gross Parking Income
  Transient              $32,730    $31,720    $35,840    $31,780    $32,480    $33,260    $29,400    $30,320     $29,510
  Validation Exempt      $23,285    $12,270    $18,435    $17,385    $17,875    $18,065    $12,770    $15,360     $16,165
  Validation             $51,570    $45,805    $22,315    $22,905    $52,210    $50,860    $41,485    $33,405     $48,585
  Monthly Exempt        $100,320   $100,320   $100,320   $100,320   $100,320   $100,320   $100,320   $100,320    $100,320
  Other Monthlies       $206,700   $206,700   $208,700   $208,700   $206,700   $208,700   $208,700   $206,700    $208,700
  Miscellaneous Income      $600       $580       $600       $650       $610       $550       $540       $530        $570
  City Club              $10,000    $10,000    $10,000    $10,000    $10,000    $10,000    $10,000    $10,000     $10,000
  Less: Occupancy Tax   ($27,600)  ($26,982)  ($25,223)  ($24,912)  ($27,636)  ($27,579)  ($26,375)  ($25,723)   ($27,033)
- -------------------------------------------------------------------------------------------------------------------------
Total Revenue           $399,605   $382,413   $370,987   $366,828   $394,559   $394,196   $376,840   $372,912    $386,817
- -------------------------------------------------------------------------------------------------------------------------
  Management Fee          $1,680     $1,680     $1,680     $1,680     $1,680     $1,680     $1,680     $1,680      $1,680
- -------------------------------------------------------------------------------------------------------------------------
Expenses                 $75,415    $75,415   $104,592    $75,415    $75,415    $73,475    $73,475   $101,682     $72,945
- -------------------------------------------------------------------------------------------------------------------------
Net Income              $324,190   $306,998   $266,395   $291,413   $319,144   $320,721   $303,365   $271,230    $313,872
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                         October   November   December        TOTAL
  1998 BUDGET               1998       1998       1998         1998
- -------------------------------------------------------------------
<S>                      <C>        <C>        <C>         <C>     
Gross Parking Income
  Transient              $35,390    $28,980    $30,660     $382,070
  Validation Exempt      $21,765    $14,480    $14,830     $202,705
  Validation             $47,240    $46,775    $23,440     $486,595
  Monthly Exempt        $100,320   $100,320   $100,320   $1,203,840
  Other Monthlies       $208,700   $208,700   $208,700   $2,504,400
  Miscellaneous Income      $600       $530       $720       $7,080
  City Club              $10,000    $10,000    $10,000     $120,000
  Less: Occupancy Tax   ($27,448)  ($26,817)  ($24,865)   ($318,193)
- -------------------------------------------------------------------
Total Revenue           $396,567   $382,968   $363,805   $4,588,497
- -------------------------------------------------------------------
  Management Fee          $1,680     $1,680     $1,680      $20,160
- -------------------------------------------------------------------
Expenses                 $72,945    $72,945    $72,945     $946,664
- -------------------------------------------------------------------
Net Income              $323,622   $310,023   $290,860   $3,641,833
- -------------------------------------------------------------------

</TABLE>

<TABLE>
<CAPTION>

                          Year End     Year End     Year End    January       Budget
                              1995         1996         1997   YTD 1998         1998
- ------------------------------------------------------------------------------------
<S>                    <C>          <C>          <C>         <C>         <C>
Gross Parking Income
  Transient               $413,354     $394,670     $379,475    $30,727     $382,070
  Validation Exempt       $169,649     $193,836     $210,331     $7,777     $202,705
  Validation              $477,833     $516,137     $535,728    $24,276     $486,595
  Monthly Exempt        $1,198,545   $1,376,399   $1,382,462   $164,743   $1,203,840
  Other Monthlies       $2,512,187   $2,668,073   $2,743,447   $218,394   $2,504,400
  Miscellaneous Income     $14,041      $28,035       $8,432    ($3,455)      $7,080
  City Club               $104,923      $95,447     $111,843     $9,660     $120,000
  Less: Occupancy Tax    ($318,363)   ($336,031)   ($342,434)  ($25,586)   ($318,193)
- ------------------------------------------------------------------------------------
Total Revenue           $4,572,169   $4,936,566   $5,029,284   $426,536   $4,588,497
- ------------------------------------------------------------------------------------
Expenses                  $898,848     $895,323     $890,311    $65,760     $946,664
- ------------------------------------------------------------------------------------
Net Income              $3,673,521   $4,041,243   $4,138,973   $360,776   $3,641,833
- ------------------------------------------------------------------------------------
</TABLE>
MONTHLY NET INCOME TRENDS
BUDGET 1998


[Graph omitted]


[Graph omitted]



<PAGE>

                                                                INCOME APPROACH
- -------------------------------------------------------------------------------

Library Tower (F-1) - This 71-story office tower was completed in 1989, and is
the tallest building in the western United States. The major tenants include
Wells Fargo (as successor to 1st Interstate), with 150,000 square feet,
Pacific Enterprises, with 200,000 square feet, Latham & Watkins, with 200,000
square feet, and Arthur Andersen, with 220,000 square feet. The building is
currently 90 percent leased on a direct basis, although Wells Fargo has been
subleasing substantial portions of its premises (term expires in 2005),
including the ground floor bank branch to City National Bank. Arthur Andersen
has been negotiating a downsizing/early renewal and extension effective 1999,
and is expected to remain in the building despite prior investigations of
alternative locations. This building, as well as Gas Company Tower (F-3), and
Wells Fargo/IBM Towers (S-10 and S-11) are managed by Maguire Partners. This
landlord markets direct space in each of these properties at quoted annual
per-square-foot rents from $8.00 to $12.00 NNN on a "net effective" "as is"
basis, with all costs amortized in higher rent, including tenant improvements
and leasing commissions.

Two California Plaza - (F-2)
This 52-story office tower and business/cultural complex comprises the second
office phase of the California Plaza development, located at the northeast
co??er of Fourth Street and Grand Avenue immediately east across Grand Avenue
from the subject. The project was completed in 1992 by Bunker Hill Associates
(owner and developer) and comprises a total of approximately 1,280,000 square
feet of office area. Major tenants within the building include Coopers and
Lybrand, Industrial Bank of Japan, Mayer, Brown & Platt, the Metropolitan
Water District, Hughes, Hubbard & Reed, and Merrill Lynch. Aames Financial
recently signed a 15-year lease for approximately 175,000 square feet.
The MWD lease for about 350,000 square feet expires in 1999 and the tenant is
developing a new headquarters property in the Union Station area in the
northeastern portion of the downtown area. The available space is marketed for
lease at $13.00 to $18.00 per-square-foot annually NNN, with quoted annual
expenses of approximately $10.60 per-square-foot. The landlord reportedly
offered a major accounting firm a 15-year lease at stepped per-square-foot
rents (each 5 years) of $5, $10, and $15 NNN with a $40 per-square-foot tenant
allowance during 3rd quarter, 1997. Asahi Bank signed a 25,000 square-foot
lease during the last half of 1996 for a 10-year term at an effective 10 year
rent of $15.25 NNN annually. The tenant received a tenant allowance and other
concessions of nearly $80 per-square-foot. As discussed in the Sales
Comparison Approach the building was sold by a consortium of banks ied by
Citibank to Equity Office in July, 1996.

The Gas Company Tower (F-3)
This 49-story tower is located at the base of Bunker Hill, at the northeast
corner of Grand Avenue and 5th Street. The tower was developed by Maquire
Thomas Partners as part of the Library Square Project (two buildings including
First Interstate Tower). The development was completed in August, 1991.

The major tenants are the Gas Company (540,000 square feet for a 20-year
primary term), Morrison Foerster (law firm -155,000 square feet), Jones, Day
Reavis & Pogue (law-firm 150,000 square feet), Sidley & Austin (law firm-
100,000 square feet), and Dai lchi Kangyo Bank (80,000 square feet). The
property is currently 86 percent leased on


- -------------------------------------------------------------------------------
                                      71

<PAGE>

                                  RETAIL SALES
                            1993 through 1998 Budget

WELLS FARGO CENTER - PHASE 1
333 South Grand Avenue
Los Angeles, California 90071                                 As of March, 1998

<TABLE>
<CAPTION>
                             %     (SF)    Year End     Year End     Year End     Year End     Year End  % Change        Budget
Tenant Name / Type        Rent    Area         1993         1994         1995         1996         1997  1996-1997         1998
- -------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>       <C>      <C>           <C>         <C>          <C>         <C>         <C>         <C>
RETAIL
- -------------------------------------------------------------------------------------------------------------------------------
 Russell's Drugs          6.0%   3,070     $683,083     $662,774     $640,495     $626,096     $665,819       6.3%     $750,000
 Flower Patch             6.0%     710     $167,568     $167,568     $173,508     $177,763     $191,118       7.5%     $240,000
 Sloan's Cleaners         7.0%     807     $148,202     $141,851     $129,212     $134,093     $146,879       9.5%     $150,000
 La Petite Boulangerie    7.0%   1,432     $956,252     $843,525     $848,972     $778,709     $955,389      22.7%     $900,000
 Valet Car Wash           8.0%       0     $102,053     $119,771     $118,487     $121,131     $142,242      17.4%     $105,000
- -------------------------------------------------------------------------------------------------------------------------------
                                 6,019   $2,057,158   $1,935,489   $1,910,674   $1,837,792   $2,101,447      14.3%   $2,145,000
- -------------------------------------------------------------------------------------------------------------------------------
RESTAURANTS
- -------------------------------------------------------------------------------------------------------------------------------
 Stepps                   9.0%   8,723   $2,914,502   $2,778,683   $3,043,231   $2,924,000   $2,698,813      -7.7%   $3,000,000
 Calif Pizza Kitchen      6.3%   4,700   $2,274,562   $2,293,443   $2,265,033   $2,241,499   $2,457,348       9.6%   $2,400,000
 Fountain Court           6.0%   1,650     $229,125     $208,202     $182,876     $171,700     $140,524     -18.2%     $125,000
 Robeks (new tenant) *    9.0%     515          ---          ---          ---          ---          ---        ---     $800,000 *
 Rocky Mountain           7.0%     523     $152,616     $194,479     $207,010     $228,625     $240,489       5.2%     $226,000
 Crisp. Inc. (expinng) ** 6.0%     255     $178,460     $186,761     $142,879     $156,554     $152,661      -2.5%      $36,000 **
 Pasqua                   8.0%     878     $479,334     $470,531     $473,993     $532,323     $585,882      10.1%     $750,000
 Mrs. Fields              8.0%     781     $299,570     $304,608     $300,466     $300,387     $315,898       5.2%     $360,000
 McDonald's               5.0%   4,036   $1,377,344   $1,297,594   $1,260,488   $1,352,397   $1,292,825      -4.4%   $1,400,000
 Kachina Grill           6.0%    5,900   $1,730,852   $1,608,611   $1,477,987   $1,450,466   $1,530,299       5.5%   $1,500,000
 Court Cafeteria                13,668   $1,512,730   $1,403,467   $1,409,328   $1,466,849   $1,454,447      -0.8%          N/A
 Taipan                   6.0%   5,100     $539,768     $537,227     $697,330     $601,622     $689,122      14.5%     $600,000
- -------------------------------------------------------------------------------------------------------------------------------
                                46,729  $11,688,863  $11,283,606  $11,460,621  $11,426,422  $11,558,308       1.2%  $10,397,000***
- -------------------------------------------------------------------------------------------------------------------------------
        TOTAL                   52,748  $13,746,021  $13,219,095  $13,371,295  $13,264,214  $13,659,755       3.0%  $12,542,000
===============================================================================================================================

</TABLE>

[Graph omitted]

[Graph omitted]
* - New tenant moving in Apr-98 / ** - Expining in Mar-98 / *** - Excluding
gross sales from new tenant



<PAGE>

                                                                INCOME APPROACH
- -------------------------------------------------------------------------------

     Percentage Rent - Six subject retail/restaurant tenants report sales and
     have percentage rent clauses in their leases. The historical and budgeted
     sales volumes for these tenants are summarized on the accompanying
     "Retail Sales" exhibit, which was prepared from data provided by the
     property management. The year-end 1997 statements indicate percentage
     rental totaled $100,555, which compares with the budgeted 1998 figure of
     $154,039. We modeled the tenant's sales for 1998 based on the 1997
     figures inflated 3.5 percent.

OPERATING EXPENSES

  The historical and budgeted expenses for the subject property are
summarized on the accompanying exhibit. The data covers actual expenses for
full year periods 1994 through 1997. The full year 1998 budget is also
included on the exhibit. The expenses are allocated as "Escalatable", or costs
included in the reimbursements charged to tenants, and "Non-Escalatable", or
costs not subject to reimbursement by the tenants.

  The area used to calculate per-square-foot expenses on the exhibit is
based on the total rentable area of 1,336,244 square feet set forth in the
previous rent roll exhibits, including office, storage and retail space.

  The subject property is managed by an entity related to the ownership and
the original developer of the property. We analyzed the historical and
budgeted data, as well as comparable expense data for other downtown office
properties. Refer to accompanying exhibit "PSF Expense Costs" for a summary of
expense data for five downtown Los Angeles Class A office buildings.

  The historical and budgeted per-square-foot recoverable operating
expenses for the subject, which have ranged from $10.05 for 1995 to $10.68 for
1994, are within the range for downtown Class A office properties. The
"typical" expense range for Class A buildings in the CBD is from approximately
$9.50 to $11.00 per-square-foot. The subject has several unique features,
including offsite parking and the Atrium, which increase operating expenses
above more typical levels. The management fee component of the expense is
above market levels for third party management firms, however, and we adjusted
this figure and other costs based on comparable data. The expenses conclusions
for the property, expressed in 1998 dollars, are summarized below.

RECOVERABLE EXPENSES

     UTILITIES - This category includes the cost of electricity, water, and
     gas. The historical subject utility expenses have ranged from $1.98 to
     $2.13 per-square-foot annually from 1994 through 1997, and is budgeted
     at $2.13 per-square-foot during 1998. These per-square-foot figures are
     at the low end of the range for actual costs for other CBD office
     buildings, which are typically from $2.10 to $2.50 per-square-foot at
     stabilized occupancy. The subject operating statements adjust after hours
     utilities revenues for costs associated with these billings, and the lower
     utilities expenses are partially attributable to the "net" utility
     billings to tenants (refer to "Sundry Revenues"). The retail component
     of the property is also included in the square-footage calculation, and
     these tenants are directly metered. Several tenants have leased premises
     which have not


- -------------------------------------------------------------------------------
                                      83

<PAGE>


                               EXPENSE STATEMENTS

WELLS FARGO CENTER - PHASE I                     Total Building NRA: 1,336,244
333 South Grand Street                       Total Office & Storage: 1,267,105
Los Angeles, California 90071                                Retail: 69,139

As of March, 1998

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
                                         1994                    1995                    1996                   1997
CATEGORIES                           Year End       PSF      Year End       PSF      Year End       PSF       Year End       PSF
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>             <C>       <C>          <C>       <C>            <C>        <C>          <C>
  Utilities                        $2,640,448    $2.13     $2,651,624      $1.98     $2,693,156    $2.02      $2,735,750    $2.05
  Cleaning / Janitorial            $1,625,323    $1.22     $1,496,990      $1.12     $1,607,867    $1.20      $1,608,763    $1.20
  Repairs & Maintenance            $1,982,663    $1.48     $1,969,238      $1.47     $1,956,444    $1.46      $1,932,071    $1.45
  Administration                     $710,090    $0.53       $701,624      $0.53       $669,355    $0.50        $673,461    $0.50
  General Building                   $763,177    $0.57       $881,043      $0.66       $795,521    $0.60        $750,538    $0.56
  Management Fee                   $1,046,886    $0.78     $1,040,373      $0.76     $1,009,345    $0.76      $1,036,027    $0.78
  Insurance                        $1,126,937    $0.84     $1,186,124      $0.89     $1,397,361    $1.05      $1,294,266    $0.97
  Atrium                             $332,089    $0.25       $374,226      $0.28       $380,417    $0.28        $383,485    $0.29
  On-Site Parking                    $119,369    $0.09        $95,239      $0.07       $126,501    $0.09        $122,215    $0.09
  Off-Site Parking                   $275,458    $0.21       $309,884      $0.23       $303,383    $0.23        $336,402    $0.25
- ---------------------------------------------------------------------------------------------------------------------------------
SUB-TOTAL ESCALATABLE EXP.        $10,822,641    $8.10    $10,706,365      $8.01    $10,939,348    $8.19     $10,872,979    $8.14
- ---------------------------------------------------------------------------------------------------------------------------------
  Real Estate Tax                  $3,356,458    $2.51     $2,596,499      $1.94     $2,631,018     $1.97     $2,695,040    $2.02
  Other Taxes                         $87,440    $0.07        $77,591      $0.06        $71,392     $0.05        $70,445    $0.05
  Property Tax Consulting                $178    $0.00        $45,140      $0.03        $22,588     $0.02         $1,400    $0.00
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL ESCALATABLE EXPENSES        $14,266,717   $10.68    $13,425,596     $10.05    $13,664,346    $10.23    $13,639,864   $10.21
- ---------------------------------------------------------------------------------------------------------------------------------
  Parking Operations               $1,030,749    $0.77       $966,272      $0.72       $892,644     $0.67       $865,668    $0.65
  Non-Escalatables                   $105,174    $0.08        $95,427      $0.07        $76,458     $0.06        $92,111    $0.07
  Leasing Expense                    $177,520    $0.13       $217,727      $0.16       $240,566     $0.18       $333,625    $0.25
  Advertising & Marketing             $68,621    $0.05        $44,767      $0.03        $54,612     $0.04        $65,003    $0.05
  Professional Services              $106,242    $0.06       $131,765      $0.10       $174,935     $0.13       $131,071    $0.10
  Earthquake Damage Repair             $1,311    $0.00             $0      $0.00             $0     $0.00             $0    $0.00
  Takeback Space Expenses              $7,419    $0.01             $0      $0.00             $0     $0.00             $0    $0.00
  Prior Yr Escalation Adjustment           $0    $0.00             $0      $0.00     ($111,668)    ($0.08)      ($57,393)  ($0.04)
  Doubtful Account Expenses                $0    $0.00             $0      $0.00         $8,649     $0.01         $9,369    $0.01
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL NON-ESCALATABLE EXP.         $1,497,035    $1.12     $1,455,977      $1.09     $1,336,195     $1.00     $1,439,454    $1.08
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL EXPENSES                    $15,763,751   $11.60    $14,881,573     $11.14    $15,000,541    $11.23    $15,079,318   $11.28
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- -------------------------------------------------
                                     1998
CATEGORIES                         Budget     PSF
- -------------------------------------------------
<S>                         <C>            <C>
  Utilities                    $2,754,050   $2.06
  Cleaning / Janitorial        $1,627,448   $1.22
  Repairs & Maintenance        $1,976,986   $1.48
  Administration                 $723,366   $0.54
  General Building               $750,023   $0.56
  Management Fee                 $934,234   $0.70
  Insurance                    $1,146,194   $0.86
  Atrium                         $360,827   $0.27
  On-Site Parking                $101,440  $0.0??
  Off-Site Parking               $333,369   $0.25
- -------------------------------------------------
Sub-total Escalatable Exp.    $10,707,957   $8.01
- -------------------------------------------------

  Real Estate Tax              $2,410,440   $1.80
  Other Taxes                     $69,881   $0.05
  Property Tax Consulting         $45,400   $0.03
- -------------------------------------------------
Total Escalatable Expenses    $13,233,678   $9.90
- -------------------------------------------------

  Parking Operations             $990,474   $0.74
  Non-Escalatables                $76,368   $0.06
  Leasing Expense                $243,168   $0.18
  Advertising & Marketing         $80,318   $0.06
  Professional Services          $109,400   $0.08
  Earthquake Damage Repair             $0   $0.00
  Takeback Space Expenses              $0   $0.00
  Prior Yr Escalation Adjustmnt        $0   $0.00
  Doubtful Account Expenses            $0   $0.00
- -------------------------------------------------
Total Non-Escalatable Exp.     $1,499,728   $1.12
- -------------------------------------------------

TOTAL EXPENSES                $14,733,406  $11.03
- -------------------------------------------------
</TABLE>
<PAGE>
CATEGORY DESCRIPTION FOR ESCALATABLE EXPENSES
<TABLE>
<CAPTION>
<S>                  <C>
  Utilities              Electricity, gas, diesel, and water
  Cleaning / Janitorial  Building, parking, uniforms, service program, and window cleaning contracts, supplies & materials, and
                         waste removal
  Repairs & Maintenance  Electrical, plumbing, HVAC, elevator, signage, landscaping, repairs & maintenance, services, contracts,
                         supplies & materials, painting/decor., engineering, dock, uniform, training, parking, sprinkler,
                         standpipe, fire pump, communications, other bldg. & grounds, filters, banners & flags, city/state code
                         permits, relamping, water treatment, mechanical, and lock
  Administration         Wages & salaries, payroll & benefits, bookkeeping, telephone/answering svcs, dues/subscriptions, postage,
                         travel & entertainment, equipment rental, supplies/materials, printing & coping, office rent, storage
                         rent, fire training room rent, temporary help, seminars & training, misc., repairs, escalation fees,
                         concierge svcs, and transportion
  General Building       Contract security, security supplies & uniforms, concierge services, and fire/life/safety
  Management Fee         Building management fee
  Insurance              Property insurance, liability insurance, & self-insured retention
  Atrium                 Atrium
  On-Site Parking        On-site garage
  Off-Site Parking       Off-site garage
  Real Estate Tax        Property tax
  Other Taxes            Personal prop tax, misc. taxes, franchise fees, and other fees

</TABLE>
<PAGE>


                               PSF EXPENSE COSTS
                            CLASS A OFFICE BUILDINGS
                             400,000 - 1,000,000 SF
                              DOWNTOWN LOS ANGELES
<TABLE>
<CAPTION>
=======================================================================================================
                            PROPERTY        PROPERTY 2       PROPERTY 3       PROPERTY 4     PROPERTY 5
   EXPENSE CATEGORY       1996 ACTUALS*    1996 ACTUALS*    1996 ACTUALS     1996 BUDGET    1997 BUDGET
- -------------------------------------------------------------------------------------------------------
<S>                       <C>              <C>             <C>              <C>             <C>
   Utilities                        $2.46        $2.50        $2.11          $2.77          $2.30
   Cleaning/Janitorial               1.21         1.15         1.58           1.33           1.15
   Repairs & Maintenance             1.85         0.60         1.60           1.75           0.80
   Administration                    0.75         0.80         0.72           0.73           0.51
   General Building                  0.60         1.50         0.84           1.15           0.52
   Management Fee          inc. in admin.         0.20         0.20           0.29           0.25
   Insurance                         1.11         0.60         0.94           0.71           0.92
Subtotal                            $7.98        $7.35        $7.99          $8.73          $6.45
   Property Taxes                  1.91**       1.90**         2.08           1.05           1.62
Total                               $9.89        $9.25       $10.07          $9.78          $8.07
=======================================================================================================
</TABLE>
*  Adjusted to full occupancy
** Includes Metrorail Assessment


<PAGE>

                                                                INCOME APPROACH
- -------------------------------------------------------------------------------

     a direct basis, and current availabilities range from $8.00 to $12.00
     per-square-foot annually, NNN on an "net effective" basis.

     777 South Figueroa Street (F-4)
     -------------------------------
     This 52-story office tower is the second phase (three in total are
     planned) of the larger Citicorp Plaza development. The Phase I tower
     sold in March, 1997, and is under separate ownership (Trizec Hahn)
     following a reallocation during 1996 of the assets among the previous
     partnership for the Citicorp Plaza project (including Prudential and
     Mitsubishi). The major tenants in the Phase II tower include American
     Home Assurance (AIG - 105,000 SF), Marsh McLennan (85,000 SF), and
     Arnold & Porter (50,000 SF). Adams Duque & Hazeltine leased 83,000
     square feet for a 15-year term, but this law firm dissolved in late
     1996, and vacated the space. Paine Webber leased the top two floors of
     this building during 1st quarter, 1997 at $14 NNN per-square-foot, with
     a $65 per-square-foot tenant allowance (raw space). The tenant relocated
     from the adjacent 725 South Figueroa Street building. Johnson & Higgins
     merged with Marsh McLennan during 1997 and relocated to 777 Tower,
     expanding the existing premises by approximately 75,000 square feet. The
     expansion premises was structured for a 10-year terms at an effective
     (full service gross) rental rate of $26.00 per-square-foot annually,
     with the tenant receiving a $40 per-square-foot allowance. The project
     is currently 93 percent leased, and available space is marketed at rates
     from $14.00 to $18.00 per-square-foot annually NNN.

     Sanwa Bank Plaza (F-5)
     ----------------------
     This 52-story office tower was completed in November, 1990, and has the
     "100 percent" location in the downtown Central Business District, the
     intersection of South Figueroa Street and Wilshire Boulevard. Much of
     the building was preleased, and the major tenants include Sanwa Bank of
     California (190,000 square feet), Dean Witter Reynolds (63,000 square
     feet), Buchalter, Nemer, Fields, et al (125,000 square feet), Milbank,
     Tweed, et al (93,000 square feet), Heller, Ehrman, et al (40,000 square
     feet), Cushman Realty (35,000 square feet) and Chadbourne & Parke
     (30,000 square feet. Buchalter, Nemer, Dean Witter, Cushman Realty,
     Andrew & Kurth, Heller Erhman, and Milbank Tweed have subleased portions
     of their premises. The property is currently 96 percent leased on a
     direct basis, and available space is marketed at asking rents from
     $15.00 to $25.00 per-square-foot annually, NNN. The quoted expenses are
     $11.50 per-square-foot.

     865 South Figueroa Street (F-6)
     -------------------------------
     This 35-story office tower was completed in January, 1991, and is the
     most southerly Class A office building in the downtown market. The major
     tenant in the building is the Trust Company of the West (TCW and
     Westmark), with a combined premises of 160,000 square feet. Other major
     tenants include the law firms Fulbright & Jaworski (40,000 square feet)
     and Cummins & White (40,000 square feet), the advertising firm Davis and
     Ball (32,000 square feet), and CalTrans legal division. The property is
     currently 92 percent leased, and asking rents range from $14.00 to
     $16.00 per-square-foot annually, NNN, with annual expenses of
     approximately $10.00 per-square-foot. Recent leasing activity in the
     building involved Oakmont Corporation, which leased 14,000 square feet
     during 2nd quarter, 1997 at a 10-year net rent of $11.50 (effective).

- -------------------------------------------------------------------------------
                                      72

<PAGE>

                                                                INCOME APPROACH
- -------------------------------------------------------------------------------

     550 South Hope Street (F-7)
     ---------------------------
     This office project was a joint venture development of the Koll Company
     and Ohbayashi America, and was completed in November, 1991. The site is
     located directly north of the Central Library, and was previously
     improved with the Church of the Open Door. The major tenants included
     the Bank of California (125,000 square feet originally), Nippon Credit
     Bank (25,000 square feet), Hokkaido Takusoku Bank (12,000 square feet
     plus expansion), Howrey & Simon (64,000 square feet), and the law firm
     Brobeck, Phleger & Harrison (150,000 square feet including 5th and 7th
     year expansion space).

     The Bank of California exercised an early cancellation option during 1994
     for approximately five floors of space, and the landlord aggressively
     released significant portions of the building during the past two years.
     The property is currently 88 percent leased and current asking rents
     range from $8.50 to $14.00 per-square-foot NNN. Reported expenses are
     $9.90 per-square-foot annually. The property was recently acquired by
     Equity Office for approximately $100 million. Oaktree Capital will
     relocate from approximately 15,000 square feet in this building for
     75,000 square feet in Wells Fargo Center during 1999.

     801 Tower (F-8)
     ---------------
     This office building was completed in June, 1992, and the major prelease
     tenants were Mitsubishi Trust (35,000 square feet - an equity partner in
     the project), Graham & James (95,000 square feet), and AMTAD (36,000
     square feet). The Graham & James premises at 725 South Figueroa Street
     was assumed by the landlord as part of this lease transaction. Subsequent
     leases included Jardine Insurance, who signed an initial lease for 40,000
     square feet, and subsequently expanded through merger with Alexander &
     Alexander (formerly in Pasadena). Sedgewick & Detert, et al (50,000
     square feet) and Chubb Insurance (80,000 square feet) also leased space
     in this property during 1995-96. Chubb recently expanded is premises.
     Alexander and Alexander has relocated from its 60,000 square-foot
     premises in this building to 707 Wilshire, the former 1st Interstate
     headquarters. The 801 Tower premises is offered for sublease at $18
     per-square-foot, full service. As discussed in the Sales Comparison
     Approach this property was acquired by an Indonesian investor during
     March, 1996 for approximately $140 per-square-foot, and is currently
     under contract as part of a portfolio of properties controlled by the
     ownership. The building is currently 90 percent leased, and available
     space is marketed for $22.00 to $25.00 per-square-foot, FSG. The prior
     ownership had marketed the space for lease on a NNN basis.

     333 South Hope Street (S-9)
     ---------------------------
     Completed in 1974, this 55-story office tower was the first major Bunker
     Hill office development, and it continues to be considered an excellent
     quality Class A building despite its age. The building has a centralized
     Bunker Hill location, and offers prominent building top signage formerly
     controlled by Security Pacific National Bank. Following the merger with
     Bank of America, the Security Pacific premises was vacated, and ARCO
     recently (mid-1996) signed a lease for approximately 200,00 square feet
     for a 15-year term. This tenant relocated to this building after the
     second quarter, 1997, and has new sign rights. Shepherd, Mullin, et al
     (140,000 SF) and the Capital Group (100,000 SF) 


- -------------------------------------------------------------------------------
                                      73

<PAGE>

                                                                INCOME APPROACH
- -------------------------------------------------------------------------------


     are also major tenants. Other leases in the property included CAP/MPT for
     50,000 square feet, and Fuji Bank relocated to this building during the
     fourth quarter, 1995. Sheppard Mullin renewed and extended its lease for
     10 years. The property is currently 90 percent leased on a direct basis,
     and quoted rents are $20.00 per-square-foot annually, full service
     (excluding below-grade concourse level). The recent ARCO lease was
     structured NNN, and annual per-square-foot expenses are approximately
     $10.30. While newer developments in the CBD have been restricted to a
     1.0/1,000 SF parking ratio, with 60 percent of this figure onsite, 333
     South Hope has a 2.0/1,000 SF parking ratio. Parking rates are $160
     (unreserved) and $220 for reserved monthly spaces.

     Wells Fargo Center South (IBM Building - S-11)
     ----------------------------------------------
     This 45-story office tower is located immediately south of the subject
     and is Phase II of the subject development. This tower is also known as
     the IBM building, and IBM is an equity partner with Maguire Partners. IBM
     is also the major tenant, with a committed premises of approximately
     613,000 square feet. The IBM lease has "staggered" expirations through
     1999. The majority of the IBM space has been subleased, including a 1995
     transaction for in excess of 200,000 square feet to the Los Angeles
     Unified School District (LAUSD). Other major tenants and subtenants
     include Munger, Tolles & Olsen (125,000 SF), McCutchen Doyle (50,000
     SF), and Northern Trust (40,000 SF). The building is currently 80 percent
     leased excluding leased but available IBM sublease space. Portions of the
     available direct space is encumbered by expansion options for existing
     tenants, and is offered for lease at $8.00 to $12.00 per-square-foot
     annually NNN "net effective". The landlord has been negotiating with two
     accounting firms to lease the IBM space which will be available at the
     end of 1998.

     California Plaza I (S-12)
     -------------------------
     This 42-story office tower was completed in 1985, and represents the
     first phase of the California Plaza development (three towers total
     planned, although Phase III will not be developed for the foreseeable
     future). The building was developed on a speculative basis, and was
     completed with no preleasing. Major tenants include Skadden and Arps
     (190,000 SF), Riordan & McKenzie (50,000 SF), Morgan, Lewis & Bockius
     (80,000 SF), Tokai Bank (70,000 SF) and Banker's Trust (65,000 SF). The
     Morgan, Lewis lease was signed during third quarter, 1996. The building
     is currently 84 percent leased on a direct basis, and available space is
     offered for NNN rents from $10.00 to $15.00 per-square-foot annually. The
     low end of the asking rent range corresponds to encumbered space. The
     Bank of Boston (24,000 SF) and the Canadian Consulate (23,000 SF) did
     not renew their leases following expiration at year-end 1996 (Bank of
     Boston has left this market and the Canadian Consulate relocated to
     another downtown building). Chase renewed its 23,000 square-foot 4th
     floor lease in this building during 2nd quarter, 1997. Hill, Farrer &
     Burril leased 30,000 square feet in this building during the second half
     of 1997 at an effective rent of $27.50 (adjusted to full service) over a
     10-year term.

     Citicorp Plaza Phase I (S-13)
     -----------------------------
     This 41-story office tower sold in March, 1997 to Trizec Hahn/Whitehall
     (refer to Sales Comparison Approach). Major tenants include Citicorp
     (180,000 SF), Pillsbury, Madison & Sutro (120,000 SF), and KPMG Peat
     Marwick (160,000 SF), with all three major leases expiring during 2000.
     Citicorp signed a new lease to relocate to 444 South 


- -------------------------------------------------------------------------------
                                      74

<PAGE>

                                                                INCOME APPROACH
- -------------------------------------------------------------------------------

     Flower Street, and KPMG Peat Marwick has also recently received proposals
     from other downtown landlords. The building is currently 84 percent leased
     on a direct basis, and available space is marketed at an asking rent of
     $12.00 per-square-foot NNN. Expenses have historically been in excess of
     $10 per-square-foot, but are reportedly budgeted at approximately $9.00
     per-square-foot for 1998. The Citicorp space is offered for sublease, but
     the remaining term limits the marketability without a combined
     sublease/direct transaction.

     444 South Flower Street (S-14)
     ------------------------------
     This 48-story office tower is located at the base of Bunker Hill, at the
     northeast corner of 5th and Flower Streets. Originally the headquarters
     for Wells Fargo Bank, the building is encumbered by long-term leases
     agreements to the bank, which has relocated to the new Wells Fargo Tower.
     The major tenants in the building include Wells Fargo (360,000 SF),
     Citibank (125,000 SF), and ARCO (145,000 SF). Each of these tenants has
     lease terms extending to 2002 or 2012, and each has established
     headquarters locations in other downtown buildings. Although the
     building is 97 percent leased on a direct basis, sublease availabilities
     total 17 percent of the total rentable area. A 50 percent interest in the
     building was acquired in 1988 by Meijiseimei Realty. Current quoted
     rental rates for direct availabilities are $18.00 per-square-foot
     annually, FSG. Citicorp signed a lease for about 60,000 square feet to
     relocate to this property prior to expiration of its current lease at 725
     South Figueroa Street (S-13 above) in 2000, with building signage rights.
     The reputed lease terms were 15 years at an $18 per-square-foot (gross)
     effective rental rate and $55 per-square-foot tenant improvements. The
     725 South Figueroa landlord remains obligated for Citicorp's original
     premises in the 444 building to 2002, which was assumed as part of the
     725 Citicorp lease agreement during 1985.

     400 South Hope Street (S-15)
     ----------------------------
     This 26-story polished granite office building, located just south of the
     subject, was owned by a partnership consisting of Olympla & York (Apollo)
     (45 percent), and major tenants O'Melveny & Myers (45 percent), and Price
     Waterhouse (10 percent). Mellon Bank Corporation signed a lease during
     September, 1996 for about 60,000 square feet of space in this building
     for a new west coast headquarters location. The tenant also received
     building signage rights. The bank will have offices on the fourth and
     fifth floors, and open a Dreyfus Financial Center on the ground level.
     The building is 87 percent leased following Mellon's occupancy in
     January, 1997. The building recently emerged from bankruptcy.

     Arco Plaza North and South Towers (T-16)
     ----------------------------------------
     This two-tower office development was completed in 1972 and serves as
     the corporate headquarters in Los Angeles for Atlantic Richfield (ARCO)
     and Bank of America. The project was sold to Shuwa Investments in 1986,
     and has been undergoing sprinkler retrofit and asbestos abatement for the
     much of this decade. The original Arco and Bank of America premises were
     approximately 400,000 square feet and 500,000 square feet, respectively.
     ARCO negotiated a renewal/extension during the past 24 months, with a
     reduction in the premises size. Other significant tenants in the building
     include Ernst & Young (200,000 square feet), who is negotiating to
     relocate to another downtown building. The landlord (Shuwa) has
     experienced capital problems in recent 


- -------------------------------------------------------------------------------
                                      75

<PAGE>

                                                                INCOME APPROACH
- -------------------------------------------------------------------------------

     years, and reportedly does not have funds for tenant improvements or
     leasing commissions, and the property has not been "actively" marketed for
     lease. The project is currently 70 percent leased on a direct basis, and
     current quoted asking rents range from $21 to $24 per-square-foot, FSG.
     This property has a "100 percent" location in the CBD, and, although an
     older development which contains asbestos, is an excellent quality
     property (excluding ownership issues).

     1st Interstate (Wells Fargo) Tower (T-17)
     -----------------------------------------
     This 62-story office tower was completed in 1974, and was the tallest
     building in southern California prior to the completion of the new
     Library Tower building. The merged Wells Fargo/1st interstate has a
     premises of 420,000 square feet in this building, with a scheduled
     expiration date of February, 1999. The bank also has a partial interest
     in the property (with Equitable) and has placed its premises in the new
     tower (F-1) on the sublease market, so it is not clear whether this lease
     will be renewed. Alexander & Alexander relocated to this building during
     1997, and has expanded to about 100,000 square feet. Other tenants
     include Parson Brinkerhoff (120,000 SF) and a 90,000 square-foot law firm
     tenant Rollins Hudig Hall, who relocated to this building from the
     Universal City market during fourth quarter, 1996. The property is
     currently 84 percent leased, and asking rental rates for available space
     range from $16.00 to $24.00 per-square-foot FSG.

     AT&T Center (T-18)
     ------------------
     This 42-story tower is on leased land, and is the headquarters location
     for the major tenant, AT&T, who leases 180,000 square feet for a term to
     November, 2004. AT&T has subleased portion of its premises during the
     past three years. Other major tenants include Burke, Williams, et al
     (with 70,000 square feet) and a government tenant, Housing and Urban
     Development (HUD), for 55,000 square feet. This building was originally
     developed in 1968 and extensively renovated during the first half of this
     decade, including fire sprinkler installation, asbestos abatement, and
     extensive common area renovation. Currently 78 percent leased, available
     space is offered at rates from $14 to $22 per-square-foot annually, FSG.

     MCI Center (T-19)
     -----------------
     The office component of this project, which also includes a regional
     shopping center anchored by Macy's and a Hyatt Hotel, was originally
     developed in 1973 and has been extensively renovated since 1989
     (including fire sprinklers and asbestos abatement programs). Major
     tenants include MCI Communications (100,000 SF) Chase, Rotchford, et al
     (40,000 SF), Xerox, and Tandem Computers. The building is currently 85
     percent leased, and asking rents for available space range from $18.00 to
     $22.00 per-square-foot annually, FSG. Farmer's Insurance signed a 10-year
     lease for 40,000 square feet in this project during 1st quarter, 1998.

     Union Bank Plaza (T-20)
     -----------------------
     This 40-story office tower was completed in 1967, and has undergone
     renovation during the past five years, including common area upgrades and
     exterior repainting. The ownership also expanded the retail component
     during 1992-1994. The major tenant in the building is Union Bank, which
     extended its lease for 300,000 square feet to 2004.

- -------------------------------------------------------------------------------
                                      76

<PAGE>


Summary of
COMPARABLE OFFICE LEASES
Downtown Los Angeles Office Market
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
                                 ROUNDED       DATE       LEASE       ANNUAL PSF RENT
ITEM                               AREA          OF        TERM   -----------------------         EXPENSE
NO.     BUILDING NAME           LEASED (SF)   LEASE    (MONTHS)   INITIAL     ADJUSTMENTS          BASIS
- ---------------------------------------------------------------------------------------------------------
<S>   <C>                <C>     <C>        <C>        <C>      <C>        <C>                  <C>
L-1   Cal Plaza N           a)     175,000   1st Qtr.       180  $11.50     Years 6 - 10: $16.10   NNN
      350 S. Grand Ave.                          1997                      Years 11 - 15: $20.92   NNN
                            -----------------------------------------------------------------------------
                            b)      19,000   3rd Qtr.       120  $14.25     Years 6 - 10: $18.00   NNN
                                                 1996
                            -----------------------------------------------------------------------------
                            c)       4,500   3rd Qtr.        84  $12.00      Years 6 - 7: $13.00   NNN
                                                 1996
                            d)       1,800   3rd Qtr.        84   $8.25           Flat             NNN
                                                 1996
- ---------------------------------------------------------------------------------------------------------
L-2   550 S. Hope Street    a)       2,500   2nd Qtr.        43   $7.25           Flat             NNN
                                                 1997
                            b)      17,500   1st Qtr.       144  $16.50     Years 6 - 12: $22.50   FSG
                                                 1997

                            c)      35,000   3rd Qtr.        84  $12.00      Years 6 - 7: $16.00   NNN
                                                 1995

                            d)      25,000   3rd Qtr.       180  $17.00              Flat          FSG
                                                 1995
- ---------------------------------------------------------------------------------------------------------
L-3   801 Tower             a)      13,000   3rd Qtr.       120  $24.00    Years 6 - 10: $28.00    FSG
      801 S. Figueroa St.                       1997
                            b)      19,000   3rd Qtr.        60  $12.00     Mos. 13 - 31: $21.00   FSG
                                                 1997                       Mos. 32 - 60: $22.50
                            c)       5,000   2nd Qtr.        60  $22.00               Flat         FSG
                                                 1997
                            d)       6,200   1st Qtr.        60  $22.00               Flat         FSG
                                                 1997
                            e)      13,000   1st Qtr.       132  $22.00      Years 3 - 8: $24.00   FSG
                                                 1997                       Years 9 - 11: $26.00

                            f)       8.000   1st Qtr.        84  $21.00               Flat         FSG
                                                 1997
- ---------------------------------------------------------------------------------------------------------
L-4   777 Tower             a)      34,000   1st Qtr.       120  $14.00               Flat         NNN
      777 S. Figueroa St.                        1997
- ---------------------------------------------------------------------------------------------------------
L-5   Library Tower         a)      17,000   2nd Qtr.       120   $3.00               Flat         NNN
      633 W. 5th Street                          1997
                            b)       6,000   2nd Qtr.       120   $9.75         Year 6-8:  $6.00   NNN
                                                 1997                          Year 9-10: $12.00
- ---------------------------------------------------------------------------------------------------------
L-6   444 Plaza             a)       7,500   1st Qtr.        60   $5.00      Years 4 - 5:  $6.00   NNN
      444 S. Flower Street                       1997
- ---------------------------------------------------------------------------------------------------------
L-7   333 S. Hope Street    a)     130,000       1999       120  $30.00       Effective Rate       FSG
                                               (early
                                             renewal)
                            b)       7,000   1st Qtr.        60  $22.00              Flat          FSG
                                                 1997
                            c)     200,000   2nd Qtr.       180   $8.00     Years 6 - 10: $12.00   NNN
                                                 1996                      Years 11 - 15: $24.00
                            d)      25,000   1st Qtr.       180  $24.00              Flat          FSG
                                                 1996
                            e)      25,000   4th Qtr.       120  $17.00     Years 6 - 10: $22.00   FSG
                                                 1995
- ---------------------------------------------------------------------------------------------------------
L-8   Mellon Bank           a)      50,000   4th Qtr.       180  $22.00    Years 6 - 10:  $28.00   FSG
      400 S. Hope St.                            1996                      Years 11 - 15: $33.00
- ---------------------------------------------------------------------------------------------------------
L-9   IBM Tower             a)     288,000   2nd Qtr.        84   $8.60           Year 3: $15.40   FSG
      355 S. Grand Avenue                        1995                             Year 4: $29.50
                            b)      25,000   4th Qtr.       120  $12.00     Years 6 - 10: $20.00   NNN
                                                 1995
- ---------------------------------------------------------------------------------------------------------
L-10  865 S. Figueroa St.   a)      14,000   2nd Qtr.       120  $11.00     Years 6 - 10: $12.00   NNN
      865 S. Figueroa St.                        1997
- ---------------------------------------------------------------------------------------------------------
L-11  Caliornia Plaza I     a)      17,000   3rd Qtr.       120  $10.00     Years 6 - 10: $20.00   NNN
      300 S. Grand Ave.                          1997
                            b)      30,000   3rd Qtr.       120  $15.00     Years 6 - 10: $20.00   NNN
                                                 1997
                            c)      23,000   2nd Qtr.       106   $5.00            Flat            NNN
                                                 1997
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------
                                                       EFFECTIVE
ITEM                                    EFFECTIVE FSG  RENT ADJUSTED
NO.              CONCESSIONS              RENT PSF       FOR TI's
- ---------------------------------------------------------------------
<S>   <C>                            <C>              <C>
L-1   24 mos. free (gross)                 $24.78         $20.78
      $60.00 psf TI                        15 years      15 years
                                        (adj. to FSG)   (adj. to FSG)
      12 mos. free (gross)                 $25.20         $19.00
      $62.00 psf TI                     (adj. to FSG)    10 years
                                                        (adj. to FSG)
      None free;                           $23.89         $16.03
      $55.00 psf TI                     (adj. to FSG)     7 years
      None free;                           $19.85         $16.23
      $25.00 psf TI                     (adj. to FSG)     7 years
- ---------------------------------------------------------------------
L-2   None free;                           $16.86         $16.86
      No TI's                             4.5 years      4.5 years
      $42.00 psf TI                        $12.40         $8.90
      Lease assumption equivalent         12 years       12 years
      to 50 mos. free rent;
      discounted @ 9%
      $1.1 mill lease takeover;            $17.90         $12.19
      $6 psf moving allowance              7 years        7 years
      (20 mos equiv. gross free rent)   (adj. to FSG)   (FSG Basis)
      $40.00 psf TI
      None free;                           $17.00         $14.33
      Parking concessions                 15 years       15 years
      $40.00 psf TI
- ---------------------------------------------------------------------
L-3   None free;                           $26.00         $22.00
      $40.00 psf TI (raw space)           10 years       10 years
      None free;                           $19.20         $19.20
      No TI's                              5 years        5 years
      None free;                           $22.00         $17.00
      $35,00 psf TI                        5 years        5 years
      None free;                           $22.00         $14.50
      $37.50 psf TI                        5 years        5 years
      None free;                           $24.73         $21.09
      $40.00 psf TI                       11 years       11 years
      (Expansion tenant)
      None free;                           $21.00         $15.29
      $40.00 psf TI                        7 years        7 years
- ---------------------------------------------------------------------
L-4   No free rent;                        $24.00         $17.50
      $65.00 psf TI (raw space)           10 years       10 years
- ---------------------------------------------------------------------
L-5   4 months free;                       $17.80         $17.80
      No TI                               10 years       10 years
      21 months free;                      $20.90         $20.90
      No TI                               10 years       10 years
- ---------------------------------------------------------------------
L-6   One month free (net);                $19.28         $19.28
      No tenant Improvements               5 years        5 years
- ---------------------------------------------------------------------
L-7   None free;                           $30.00         $26.00
      $40.00 psf TI                       10 years       10 years

      None free;                           $22.00         $13.60
      $42.00 psf TI                        5 years        5 years
      26.5 mos. free                       $23.77         $20.16
      $60.00 psf TI                       15 years       15 years
      $5.00 psf other concessions       (FSG basis)     (FSG basis)
      23 mos. free                         $20.93         $16.93
      $60.00 psf TI                       15 years       15 years
      None free;                           $16.84         $11.34
      $55.00 psf TI;                      10 years       10 years
      Lease takeover = 17.4 mos.
      $2.00 psf moving allowance,
      (1.4 months equiv.)
- ---------------------------------------------------------------------
L-8   None free;                           $27.67         $22.97
      $47.00 psf TI                       15 years       15 years
- ---------------------------------------------------------------------
L-9   3 months free;                       $21.21         $18.92
      $16.00 psf TI                        7 years        7 years
      (cash contributions & allowance)
      19 months free (gross)               $24.32         $19.32
      $50.00 psf TI                       10 years       10 years
                                        (FSG basis)     (FSG Basis)
- ---------------------------------------------------------------------
L-10  No free rent;                        $20.50         $14.50
      $60.00 psf TI                       10 years       10 years
- ---------------------------------------------------------------------
L-11  $6 psf Takeover,                     $22.00         $18.70
      $33.00 psf TI                       10 years       10 years
      No free rent;                        $27.50         $22.50
      $50.00 psf TI                       10 years       10 years
      No free rent;                        $5.00          $5.00
      No TI's                             10 years       10 years
- ---------------------------------------------------------------------
</TABLE>

<PAGE>

                                                                INCOME APPROACH
- -------------------------------------------------------------------------------

     The building is currently 90 percent leased on a direct basis, and
     available space is marketed at a range from $16.00 to $24.00
     per-square-foot, FSG. This property has a prominent location along the
     Figueroa Street corridor, adjacent to the Harbor Freeway. Reuters America
     recently renewed its lease in this building for 16,000 square feet for a
     10-year term. The rental rate is flat for 10 years at $18 per-square-foot
     FSG, and the tenant received a $40 per-square-foot allowances (the space
     was "raw").

     1000 Wilshire (T-22)
     --------------------
     This 22-story office building was developed by Reliance and sold to
     Sumitomo Life prior to completion in 1986. The building is located
     directly east of and adjacent to the Harbor Freeway. Major tenants
     include Deloitte & Touche and Loeb & Loeb, Republic Factors and Wedbush
     Securities. The building is currently 99 percent leased, and the asking
     rent for available space is $21.00 per-square-foot annually, full service
     gross.

  The preceding buildings represent an extensive cross section of the supply
of major Class A downtown office buildings. As discussed previously the
subject is most similar in terms of quality, age and condition to the Top tier
properties, but must compete on a secondary basis with the 2nd tier properties
as well.

  COMPARABLE LEASING ACTIVITY
  
  The exhibit on the accompanying pages summarizes the terms of 30 leases
signed for space in a cross section of 11 competitive Class A (Top tier and
2nd tier) downtown Los Angeles office buildings during roughly the past 18
months. The data includes leases in each of the 1st two asset categories
discussed above, including "top tier" (items L-1 through L-5),
and "2nd tier" (items L-6 through L-11).

  The leases cover a range in tenant sizes, rental rates, and concession
packages. While the structure of the leases in the market vary significantly
in terms of expense reimbursement structure, 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
previously been 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
office lease chart includes detail of the tenant sizes, contract rental rates
and adjustments, and concessions (including tenant improvements, free rent,
lease takeovers, or other considerations such as parking discounts). 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
Tl's" column represents the previous effective rental rate adjusted for
tenant improvement allowances (not discounted) divided by the number of years
in the lease term.

  Recent Subject Leasing Activity
  -------------------------------
  Excluding the Oaktree Capital lease(s) and Century Reprographics, the office
leasing has included predominately renewing ("existing") or expansion tenants.

  The leases have all been structured NNN. The office leasing has included
predominately renewing ("existing") or expansion tenants. With two exceptions,
tenant

- -------------------------------------------------------------------------------
                                      77

<PAGE>


                                                                  RECENT LEASES
                                                   OFFICE and RETAIL COMPONENTS
WELLS FARGO CENTER
333 South Grand Avenue  Downtown Los Angeles
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
                                TYPE OF   OCCUPIED    TERM    LEASE DATE             MINIMUM     ADJUST
SUITE    TENANT                 LEASE       SQFT     (MOS)  BEGIN     END            RENT/PSF      DATE
- -------------------------------------------------------------------------------------------------------
<S>     <C>                   <C>         <C>       <C>    <C>     <C>            <C>           <C>
OFFICE TENANTS
- -------------------------------------------------------------------------------------------------------
28-2900  Oaktree Capital        New          48,892    120   Apr-99   Mar-09            $15.50
2700     Oaktree Capital        New          24,491    120   Apr-99   Mar-09            $15.50
400      Century Reprographics  New           4,806     60   Jun-98   May-03            $13.00
3100     Payden & Rygel         Existing     12,123     78   Apr-98   Sep-04             $8.00
4040     Jeanie Lee Law         Existing      1,000     69   Feb-98   Oct-03             $5.00
1880     Daniel Wier            Existing      2,167     48   Feb-98   Jan-02             $5.50
650A     Nan Nan Xu             Existing      2,260     60   Jan-98   Dec-02             $4.00
                                                                                         $5.00    Jan-99
                                                                                         $7.00    Jan-00
                                                                                         $8.50    Jan-01
                                                                                        $10.00    Jan-02
1560     Parker Mulcahy         Existing      4,156     72   Dec-97   Nov-03             $9.75
                                                                                        $10.00    Dec-01
3700     Barton Klugman         Existing     14,129     62   Sep-97   Oct-02            $10.00
1710     Doc Repository         Existing      4,133     54   Jul-97   Dec-01             $5.50
600      Business Acct Solu     Existing      3,688     74   Jul-97   Aug-03             $6.00
3680     Ford & Harrison        Existing      5,134     60   Jun-97   May-02             $6.33
3000     Jones Lang Wootton     Existing      6,993     56   Jun-97   Jan-02            $14.08
4055     Al-Tech Enterprise     New           1,603     36   Apr-97   Mar-00             $5.00
4000     Computer Generated                  11,004     80   Apr-97   Nov-03             $8.00
                                                                                        $16.00    Apr-99
3010     Cigna                                7,410     72   Mar-97   Feb-03             $7.00
                                NNN         153,989     70 Avg term length                        Weighted averages:
                                             80,606 Excl. suites 27-2900                          Excluding suites 27-2900
- -------------------------------------------------------------------------------------------------------
RETAIL TENANTS
- -------------------------------------------------------------------------------------------------------
R-26     Robeks                 NNN             515     60   Apr-98    Mar-03           $80 00
R-06     La Petite              NNN           1,432     60   Nov-97    Oct-02           $32 00
                                                                                        $34.00    Nov-98
                                                                                        $36.00    Nov-99
                                                                                        $38 00    Nov-00
                                                                                        $40.00    Nov-01
                                              1,947              60 Avg term length               Weighted averages:

OFFICE AND RETAIL TENANTS                   155,936 Total Leased SF                               WEIGHTED AVERAGES:
                                             82,553 Total Leased SF excl. suites 27-2900          Excluding suites 27-2900
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                      EFFECTIVE NNN
             RENT CONCESSIONS          EFFECTIVE NNN  RENT ADJUSTED
SUITE    FREE RENT      TI'S(RSF)           RENT PSF       FOR TI'S
- -------------------------------------------------------------------
<S>     <C>             <C>            <C>             <C>
OFFICE TENANTS
- -------------------------------------------------------------------
28-2900    None            $45.00/RSF         $15.50         $11.00
2700     26 months         $35.00/RSF         $12.14          $8.64
400        None            $18.60/RSF         $13.00          $9.28
3100      6 months             None            $7.38          $7.38
4040       None             $2.00/RSF          $5.00          $4.65
1880       None                None            $5.50          $5.50
650A       None                None            $6.90          $6.90




1560       None                None            $9.92          $9.92

3700       None            $15.00/RSF         $10.00          $7.10
1710       None             $0.24/RSF          $5.50          $5.45
600        None                None            $6.00          $6.00
3680       None             $8.50/RSF          $6.33          $4.63
3000       None            $27.00/RSF         $14.08          $8.30
4055       None             $4.75/RSF          $5.00          $3.42
4000       None                None           $13.60         $13.60

3010      4 months          $5.00/RSF          $6.61          $5.78
                           $23.63/RSF         $11.72          $8.97
                            $7.21/RSF          $9.30          $7.84

- -------------------------------------------------------------------
RETAIL TENANTS
- -------------------------------------------------------------------
R-26       None                None           $80.00         $80.00
R-06       None                None           $32.00         $32.00




                               None           $44.70         $44.70

OFFICE AND RETAIL TENANTS  $23.33/RSF         $12.13          $9.42
                            $7.04/RSF         $10.13          $8.71


</TABLE>

<PAGE>

                                                                INCOME APPROACH
- -------------------------------------------------------------------------------

improvements have ranged from "none" to $8.50 per-square-foot, and the
corresponding NNN effective rental rates have ranged from $5.00 to $13.60 for
lease terms from 3 to 6 years in length. The Jones Lang Wooten lease for 6,993
square feet on the 30th floor included a $27 per-square-foot tenant allowance,
and the effective NNN rental rate for this lease was $14.08 per-square-foot.
As noted the weighted average NNN effective rent (prior to tenant improvement
considerations) was $9.06 for an average lease term of 63 months. As shown
subsequently the rounded per-square-foot expense reimbursements are
approximately $10.50, which results in a weighted average "adjusted" full
service gross rental rate of $19.56 per-square-foot. As shown on the exhibit,
the weighted average tenant improvement allowance for the office leases was
only $7.21 per-square-foot excluding Oaktree Capital. A more "typical" tenant
improvement allowance range is $25 to $40 for new 5- and 10-year tenants, and
these tenant improvement costs are typically "amortized" in the form of
additional rent over the term of the lease.

  The Oaktree Capital lease was signed during the first week of March, 1998.
The lease was structured for the tenant to lease its primary premises on the
28 and 29th floors, with the 27th floor reserved as a "hold" space. The tenant
and landlord agreed to exercise to hold space option for the 27th floor so the
premises could be built out in conjunction with the primary premises, which is
expected to result in cost savings. The landlord restructured the agreement
for the 27th floor with 26 months free rent, but if the tenant takes occupancy
during this period the tenant will be required to pay variable expenses. The
primary Oaktree premises contains 48,892 square feet. The lease will commence
in April, 1999 for a 10-year term at a "flat" rent of $15.50 per-square-foot
annually, NNN. The tenant receives a $48 per-square-foot improvement allowance
(including planning), for the primary premises and $35 per-square-foot for the
hold space.

  We also reviewed the terms of a "final letter of intent" between the subject
landlord and KPMG Peat Marwick for a total premises of approximately 110,000
square feet in the subject building. The date referenced for the agreement was
September, 1997, with a commencement date of July, 1999 for a 15-year term. As
noted previously this tenant currently occupies space in 725 S. Figueroa, and
has a scheduled lease expiration in 2000. The specific terms of the letter of
intent are included in the detailed subject budget, which is retained in our
files. The annual NNN rental rate over the term of the lease ranges from
$15.00 to $25.00, and the tenant would receive an improvement allowance of $43
per-square-foot. The adjusted "gross" effective rental rate over the term,
assuming a rounded $10.50 base year figure, is approximately $26.60
per-square-foot. KPMG subsequently announced a planned merger with Ernst &
Young, who leases space in another downtown building, and although the merger
was not completed as planned, the subject landlord committed to the Oaktree
Capital lease and can no longer satisfy the KPMG requirement in the subject
building.

  Conclusions - Market Rent
  -------------------------
  The downtown market has been experiencing "real" market rental growth during
the past two years due to several related factors. The absence of new
construction since 801 Tower was completed in 1992, considered with modest,
stable absorption in the CBD, has permitted the upper tier and second tier
Class A buildings in the subject's asset category to achieve direct vacancy
rates of approximately 11 percent (refer to subsequent summary of competitive
buildings). The tightening of the Class A buildings in the market has been
caused 

- -------------------------------------------------------------------------------
                                      79

<PAGE>

                                                                INCOME APPROACH
- -------------------------------------------------------------------------------

by internal growth for some downtown firms as well as new tenant movement to
the market, including Mid-Wilshire firms and insurance firms from Pasadena and
the westside markets. The discounted "effective" rents to the landlord, which
considers the time value of funds, as well as the costs of commissions and all
other concessions to the tenants, have increased during the past two to three
years from negative or zero "net present" lease values to a range from $3.50 to
$8.00 "net effective rents" over the term of the leases. The recent sales of
office buildings in this market, including 801 Tower, Cal Plaza II, Citicorp
Phase I, and 550 South Hope, have resulted in a changing ownership base in the
CBD. These new owners have fairly consistent cost bases, and are maintaining a
more firm stance on quoted, pro-forma rental rates under current, more
favorable market conditions. The more dated lease transactions in the downtown
market are generally acknowledged as below current levels, and brokers we
interviewed suggested rental rates have increased measurably since January,
1997.

  The terms of a market lease can vary substantially based on the length of
the lease, the tenant allowance or other concessions requested by the tenant,
the size of the premises, credit worthiness of the tenant, and the level
(floor) within the building. We concluded the subject can compete effectively
for tenants at the upper end of the rental rate range in the CBD market. We
concluded a 10-year typical lease term is most appropriate in light of the
significant percentage of the building leased to major tenants. Based on our
analysis of the data, including the subject leasing activity but placing
emphasis of the comparable lease data and discussions with leasing brokers
active in this market, we concluded the following "typical" market rent and
concession package for the subject property.

MARKET RENT CONCLUSIONS - OFFICE FLOORS 4 THROUGH 22

            Annual Rent                                   Per Rentable SF
              NNN                     Mos Free*           Tenant Improve
Lease Term  Initial PSF  Adjustments  New   Renew         New      Renew
- ----------  -----------  -----------  ---   -----         ---      -----
10 Years    $13.00       25% Year 6    8      4           $40      $15
                         ($16.25)

Effective NNN Rent Over Term (Net of Free Rent:)
       New Tenants:                                                 $13.76
       Renewing Tenants:                                            $14.19

Effective Rent Over Term - Ajusted to FSG ($10.50 PSF Expenses)
       New Tenants                                                  $24.26
       Renewing Tenants                                             $24.69

Effective FSG Rent Adjusted for TI:
        New Tenants:                                                $20.69
        Renewing Tenants:                                           $23.19

*Including expenses



- -------------------------------------------------------------------------------
                                      79

<PAGE>

                                                                INCOME APPROACH
- -------------------------------------------------------------------------------

          MARKET RENT CONCLUSIONS - OFFICE FLOORS 23 THROUGH 42

            Annual Rent                                   Per Rentable SF
              NNN                     Mos Free*           Tenant Improve
Lease Term  Initial PSF  Adjustments  New   Renew         New      Renew
- ----------  -----------  -----------  ---   -----         ---      -----

10 Years    $14.00       25% Year 6   8     4             $40   $15
                         ($17.50)

Effective NNN Rent Over Term (Net of Free Rent:)
        New Tenants:                                              $14.82
        Renewing Tenants:                                         $15.28

Effective Rent Over Term - Adjusted to FSG ($10.50 PSF Expenses)
        New Tenants                                               $25.32
        Renewing Tenants                                          $25.78

Effective FSG Rent Adjusted for TI:
        New Tenants:                                              $21.32
        Renewing Tenants:                                         $24.28

*Including expenses

          MARKET RENT CONCLUSIONS - OFFICE FLOORS 43 THROUGH 54

            Annual Rent                                   Per Rentable SF
              NNN                     Mos Free*           Tenant Improve
Lease Term  Initial PSF  Adjustments  New   Renew         New      Renew
- ----------  -----------  -----------  ---   -----         ---      -----
10 Years    $15.00       25% Year 6    8     4            $40   $15
                         ($18.75)

Effective NNN Rent Over Term (Net of Free Rent:)
        New Tenants:                                              $15.88
        Renewing Tenants:                                         $16.38

Effective Rent Over Term - Adjusted to FSG ($10.50 PSF Expenses)
        New Tenants                                               $26.38
        Renewing Tenants                                          $26.88

Effective FSG Rent Adjusted for TI:
        New Tenants:                                              $22.38
        Renewing Tenants:                                         $25.88

*Including expenses

  The accompanying exhibit summarizes the terms of a cross section of retail
leasing activity involving CBD properties during the past two years. We also
analyzed the sales volumes and occupancy costs for subject retail and
restaurant tenants. The historical and budget sales figures are summarized
subsequently. An accompanying exhibit "Occupancy


- -------------------------------------------------------------------------------
                                      80

<PAGE>


                            OCCUPANCY COST ANALYSIS
                          Wells Fargo Center - Phase I
<TABLE>
<CAPTION>
                                           ACTUAL        TRENDED 3.5%          BUDGET             ANNUAL       
                                    -------------------  ------------    ------------------   -------------     TOTAL
                                      1997        1997       1998        1998         1998    RENT     NNN     ANNUAL   OCCUP.
CATEGORY/TENANT             SIZE      SALES     SALES/SF     SALES       SALES      SALES/SF  PSF     CHARGES  CHARGES   COST
- -----------------------------------------------------------------------------------------------------------------------------
<S>                     <C>       <C>         <C>        <C>          <C>           <C>      <C>      <C>      <C>      <C>
Retail
  Russell's Drugs          3,070    $665,819    $216.88    $689,123     $750,000     $244.30  $15.85   $6.65    $22.50  10.4%
  Flower Patch              710     $191,118    $269.18    $197,807     $240,000     $338.03  $35.15   $6.65    $41.80  15.5%
  Sloan's Cleaners          807     $146,879    $182.01    $152,020     $150,000     $185.87  $38.00   $6.65    $44.65  24.5%
  Pasqua                    878     $585,882    $667.29    $606,388     $750,000     $854.21  $60.14   $6.65    $66.79  10.0%
  Mrs. Fields               781     $315,898    $404.48    $326,954     $360,000     $460.95  $35.00   $6.65    $41.65  10.3%
  La Petite Boulangerie    1,432    $955,389    $667.17    $988,828     $900,000     $628.49  $32.00   $6.65    $38.65   5.8%
  Robeks (new tenant)       515        $0        $0.00        $0        $800,000       N/A    $80.00   $6.65    $86.65   N/A
  Valet Car Wash            N/A     $142,242      N/A      $147,220     $105,000       N/A     N/A      N/A      N/A     N/A
- -----------------------------------------------------------------------------------------------------------------------------
                           7,678   $2,880,985   $372.62   $2,981,119   $3,150,000    $410.26
- -----------------------------------------------------------------------------------------------------------------------------
RESTAURANTS
  Stepps                   8,723   $2,698,813   $309.39   $2,793,271   $3,000,000    $343.92  $23.54   $6.65    $30.19  9.8%
  Cal Pizza Kitchen        4,700   $2,457,348   $522.84   $2,543,355   $2,400,000    $510.64  $24.00   $6.65    $30.65  5.9%
  Fountain Court           1,650    $140,524     $85.17    $145,442     $125,000      $75.76   $0.00   $6.65     $6.65  7.8%
  Rocky Mountain            523     $240,489    $459.83    $248,906     $226,000     $432.12  $25.00   $6.65    $31.65  6.9%
  Crisp. Inc. (expiring)    255     $152,661    $598.67    $158,004      $36,000       N/A    $50.00   $6.65    $56.65  N/A
  McDonald's               4,036   $1,292,825   $320.32   $1,338,074   $1,400,000    $346.88  $15.50   $6.65    $22.15  6.9%
  Kachina Grill            5,900   $1,530,299   $259.37   $1,583,859   $1,500,000    $254.24  $28.28   $6.65    $34.93  13.5%
  Court Cafeteria         13,668   $1,454,447   $106.41   $1,505,353       N/A         N/A    $38.79   $6.65    $45.44  42.7%
  Talpan                   5,100    $689,122    $135.12    $713,241     $600,000     $117.65  $20.90   $6.65    $27.55  20.4%
- -----------------------------------------------------------------------------------------------------------------------------
                          30,632   $9,049,420   $295.42   $9,366,150   $9,251,000   $302.00
- -----------------------------------------------------------------------------------------------------------------------------
  TOTAL*                  38,310  $11,910,40??  $310.90   $12,327,269  $12,401,000   $323.70                    $30.08  9.7%
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>

* - Excluding Valet car wash, Robeks, Crisp. Inc., and McDonald's


<PAGE>

                                                                INCOME APPROACH
- -------------------------------------------------------------------------------

Cost Analysis" summarized the total estimated cost of occupancy for the
subject tenants who report sales. We considered acceptable occupancy costs,
the recent retail leasing activity in the market and the subject property, and
estimated the following "typical" market rental and concession conclusions for
the subject retail and restaurant space.

RESTAURANT TENANTS
            Annual Rent                           Per Rentable SF
              NNN                     Mos Free*   Tenant Improve
Lease Term  Initial PSF  Adjustments  New  Renew  New    Renew
- ----------  -----------  -----------  ---  -----  ---    -----
10 Years    $24.00       25% Year 6    8     4    $25    $10
                         ($30.00)

RETAIL TENANTS
            Annual Rent                           Per Rentable SF
              NNN                     Mos Free*   Tenant Improve
Lease Term  Initial PSF  Adjustments  New  Renew  New    Renew
- ----------  -----------  -----------  ---  -----  ---    -----
10 Years    $36.00       25% Year 6    8     4    $25    $10
                         ($45.00)

  Storage tenants were modeled at a market rent of $20.00 per-square-foot
annually, with no expense recoveries (gross). Future storage leases were
modeled for assumed 10-year terms, and include annual CPI increases.

OTHER REVENUES

  The exhibit on the accompanying page "Income Statements" summarizes the
historical and budgeted revenues by category during the periods 1994 through
1997 (year-end actuals), and budgeted 1998. The office, retail, storage, and
escalation revenues for the subject are modeled in the discounted cash flow
analysis. The "other revenue" sources for the subject in addition to these
categories have included "Sundry", Parking" and "Other" income. These
categories and the projections are discussed below.

     Sundry Revenues - This income category for the subject has included
     primarily revenues (adjusted for directly associated expenses) relating
     to direct tenant billings for services and utilities. After-hours HVAC
     billings have historically represented the largest single component of
     this income category. Supporting detail is included in the Addenda.

     Actual and budgeted Sundry revenues (net of associated expenses) are
     summarized below.

YEAR             SUNDRY REVENUES
- ----             ---------------
1994             $881,558
1995             $912,988
1996             $882,466
1997             $937,569
1998 budget      $849,540

Avg indication:  $892,824


- -------------------------------------------------------------------------------
                                      81

<PAGE>

                               INCOME STATEMENTS
WELLS FARGO CENTER - PHASE I
333 South Grand Street                           Total Building NRA:  1,336,244
Los Angeles, California 90071                Total Office & Storage:  1,267,105
                                                             Retail:  69,139
As of March, 1998

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
                             1994                 1995                 1996                 1997                 1998
CATEGORIES               YEAR END     PSF     YEAR END     PSF     YEAR END     PSF     YEAR END     PSF       BUDGET     PSF
- -----------------------------------------------------------------------------------------------------------------------------
<S>                 <C>           <C>     <C>          <C>     <C>          <C>      <C>         <C>     <C>         <C>
  Office Rentals      $25,143,580  $19.84  $24,247,402  $19.14  $22,412,674  $17.69  $22,320,527  $17.62  $20,147,413  $15.90
  Retail Rentals       $2,133,640  $30.86   $2,043,092  $29.55   $2,036,881  $29.46   $2,024,625  $29.28   $2,110,502  $30.53
  Escalation Revenue   $7,656,146   $5.73   $7,454,471   $5.58   $7,342,848   $5.50   $7,788,784   $5.83   $8,015,772   $6.00
  Sundry Revenue         $881,558   $0.66     $912,988   $0.68     $882,466   $0.66     $937,569   $0.70     $849,540   $0.64
  Parking Revenue      $4,124,244   $3.09   $4,554,744   $3.41   $4,945,398   $3.70   $4,988,346   $3.73   $4,668,331   $3.49
  Other Revenue          $306,064   $0.23     $903,774   $0.68   $1,297,897   $0.97   $1,603,556   $1.20     $591,340   $0.44
- -----------------------------------------------------------------------------------------------------------------------------
TOTAL GROSS INCOME    $40,245,232  $30.12  $40,116,471  $30.02  $38,918,164  $29.13  $39,663,407  $29.68  $36,382,898  $27.23
- -----------------------------------------------------------------------------------------------------------------------------
CATEGORY DESCRIPTION

  Office Rentals      Base rent, overstandard property tax, storage, sublease rent, and rent relief
  Retail Rentals      Base rent, percentage rent, overstandard property tax, and rent relief
  Escalation Revenue  Office and retail escalations
  Sundry Revenue      Electrical, signs, key, engineering/maintenance, security, janitorial, and miscellaneous
                       sundries late fees, air conditioning, general building, and utilities
  Parking Revenue     Parking Income
  Other Revenue       Interest Income, and other income

</TABLE>

[Graph omitted]

[Photo omitted]

<PAGE>
                        RECENT RETAIL LEASE TRANSACTIONS
                              Downtown Los Angeles
                               1995 through 1997
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
Item                                    Type of       Name of                Rentable      Lease     Annual   Rental Adjustment
No.   Property/Location                 Tenant        Tenant                  Area (sf)     Term   Rent PSF  Adj. Date  New Rent
- --------------------------------------------------------------------------------------------------------------------------------
<S>   <C>                            <C>            <C>                     <C>         <C>       <C>       <C>        <C>
L-1   Pacific Mutual Building        a) Restaurant    Coffee Grounds              1.250  10 years    $32 00   Year 6     $36.80
      523 West 6th Street               (Fast food)                                                   (NNN)
      Centrat Business District
- --------------------------------------------------------------------------------------------------------------------------------
L-2   Macy's Plaza & Hyatt Hotel     a) Health       Bally's Fitness             16,000  15 years    $13 00   Year 6     $16 25
      700 South Flower Street           Club                                                          (NNN)   Year 10    $20 31
      Central Business District
                                     b) Retail       Limited Express              7,000  10 years     $5 00   Year 4     $10 00
                                        Store                                                         (NNN)   Year 8     $15 00

                                     c) Post         U.S. Post Office             6,000  15 years     $6 20      Fixed Bumps
                                        Office                                                        (NNN)
                                                                                      Lease was a modified gross lease
- --------------------------------------------------------------------------------------------------------------------------------
L-3   ARCO Tower North               a) Restaurant   McDonald's                   2,144  20 years    $11 19   Year 5     $13 43
      515 So. Flower Street             (Fast food)                                                 (Gross)   Year 10    $16 11
      Central Business District                                                                               Year 15    $19.34
                                     b) Restaurant   Starbucks                      697  10 years    $24 00
                                        (Fast food)                                                 (Gross)
- --------------------------------------------------------------------------------------------------------------------------------
L-4   First Interstate World Center  a) Retail       Herman Miller Lighting      13,800  10 years    $18 00   Year 6     $21 60
      633 West Fifth Street             Store                                                         (NNN)
      Central Business District
- --------------------------------------------------------------------------------------------------------------------------------
L-5   California Plaza N             a) Florist      Junipper's Florist             441  10 years    $35 03   None         ....
      350 South Grand Avenue                                                                          (NNN)
      Bunker Hill
                                     b) Restaurant   The Bagel Shop                 800  10 years    $18.00      Fixed Bumps
                                        (Fast food)                                                   (NNN)
- --------------------------------------------------------------------------------------------------------------------------------
L-6   811 Wilshire Building          a) Restaurant   Flower Street Cafe &         4,760  15 years     $4 00      Fixed Bumps
      811 Wilshire Boulevard                         Sports Bar                                       (NNN)
      Central Business District
- --------------------------------------------------------------------------------------------------------------------------------
L-7   Union Bank                     a) Restaurant   La Salsa                     1,360  10 years    $20 00      Fixed Bumps
      445 South Figueroa Street         (Fast food)                                                   (NNN)
      Central Business District
                                     b) Restaurant   Starbucks                    1,227  10 years    $27 48      Fixed Bumps
                                        (Fast food)                                                   (NNN)
- --------------------------------------------------------------------------------------------------------------------------------
L-8   818 Building                   a) Beauty/hair  Alter Ego                    1,400   5 years    $27 00          Flat
      818 West Seventh Street                                                                         (NNN)
      Central Business District
                                     b) Restaurant   It's A Wrap!                 1,450  10 years    $22 50          Flat
                                        (Fast food)                                                   (NNN)
- --------------------------------------------------------------------------------------------------------------------------------
L-9   444 Plaza                      a) Restaurant   Blimpie's                      800  10 years    $17.49      Fixed Bumps
      444 South Flower Street           (Fast food)                                                   (NNN)
      Central Business District
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------
ITEM  CONCESSIONS                  EFFECTIVE
NO.      TIS       FREE RENT          RENT
- --------------------------------------------
<S>  <C>           <C>             <C>
L-1   $20.00 /sf      None            $34.10
- --------------------------------------------
L-2   $95.00 /sf      None            $16.52

     $100.00 /sf      None            $10.00

        None          None             $7.52
- --------------------------------------------
L-3     None          None            $15.00
      $10.00 /sf      None            $27.30
- --------------------------------------------
L-4   $95.00 /sf      None            $19.80
- --------------------------------------------
L-5   $56.69 /sf      None            $35.03

      $30.00 /sf      None            $20.00
- --------------------------------------------
L-6  $105.00 /sf      None            $11.14
- --------------------------------------------
L-7    $8.09 /sf      N/A             $17.64
      $10.00 /sf      None            $30.86
- --------------------------------------------
L-8     None          3 mos           $27.00
                  (in lieu of TIs)

        None          6 mos.          $21.38
- --------------------------------------------
L-9   $30.00 /sf      6 mos.          $20.25
- --------------------------------------------
</TABLE>


<PAGE>

                                                                INCOME APPROACH
- -------------------------------------------------------------------------------

Based on the consistent historical trend we projected Sundry Revenues at
$900,000 during the first year of the analysis.

Parking Revenues - The subject parking facilities include the subterranean
garage beneath the project containing 2,014 spaces, and an offsite parking
garage ("X-2") containing 774 spaces. The parking facilities provide parking
rights for both phases of the subject development, including Phase I (North
Tower, or Wells Fargo Tower), and the Phase II "South Tower", or IBM Tower.
The Phase II tower is not a subject of this appraisal.

The parking garages are operated according to the terms of a Reciprocal
Easement and Operating Agreement governing, among other issues, the common use
and operation of the parking between the two phases of the project. The
parking revenues for monthly parkers are collected and retained by the Phase I
and Phase II ownerships directly, and transient parking income is distributed
"pro rata", based on the number of total spaces less monthly parkers.
Expenses are allocated pro rata between the two phases.

The parking facilities are managed by Century Parking, Inc. ("CPI"). We
reviewed detailed statements submitted by the operator for the combined onsite
and offsite garages covering the periods 1995, 1996, and 1997. We also
reviewed the 1998 budget projections by CPI. This data is summarized on the
accompanying exhibit. The total revenues, net of 10 percent city taxes, are
summarized below.

Year             Parking Revenues
- ----             ----------------
1995             $4,572,169
1996             $4,936,566
1997             $5,029,284
1998 budget      $4,588,497

Avg indication:  $4,781,629

The 1998 budget incorporates a 2.5 percent scheduled increase in parking
rates. We note that the total parking revenue figures contained in the
consolidated statements and budget differ slightly from the figures above,
which were based on the CPI statements. We relied on the historical data and
projected parking revenues at $4,750,000 during the first year of the
projection.

Other Revenues - This category has historically included interest income and
"other" income. The revenues from this category have ranged from $306,064
during 1994 to $1,603,356 for year-end 1996. Based on our review of the
supporting statements the revenues allocated to this category are attributable
to interest income, which we consider "non-realty" or are not detailed. We
have not included these revenues in our projections for the property.


- -------------------------------------------------------------------------------
                                      81

<PAGE>

                                                                INCOME APPROACH
- -------------------------------------------------------------------------------

been occupied (including Smith Barney with two full floors) which also reduces
utilities costs. Based on the historical data for the subject projected
utilities expenses at $2.25 per-square-foot annually at full occupancy,
allocated $1.15 to fixed and $1.10 to variable expenses. The indicated
utilities expense at 90 percent occupancy is $2.09 per-square-foot.

CLEANING/JANITORIAL - This category includes contract cleaning expenses for
the building, window cleaning, and parking garage (including the off-site
garage). Also included in this category are trash removal expenses, cleaning
supplies and uniforms, and training/incentive programs. The historical costs
for this category range from $1.12 per-square-foot (1995) to $1.22
per-square-foot (1994), which compares with the $1.29 and $1.22
per-square-foot expenses budgeted for 1998. The 1998 budgeted expense is
consistent with historical data for the property, and is generally consistent
with other CBD office buildings in this market. We estimated cleaning and
janitorial expenses at $1.30 per-square-foot annually at full occupancy,
allocated $0.70 to fixed and $0.60 to variable costs. The indicated cost for
this category at 90 percent occupancy is $1.24 per-square-foot.

REPAIRS AND MAINTENANCE - We allocated costs for several categories reported
separately by the property management to this expense category. We included
miscellaneous building and grounds expenses, including building repairs and
maintenance (interior and exterior), pest control, contract engineering
services for the HVAC system and elevators, as well as costs for maintaining
other building mechanical and electrical systems. Per-square-foot annual costs
for this category have been in a tight range from $1.45 to $1.48 during 1994
through 1997. The budgeted 1998 cost for this category is $1.48
per-square-foot. We projected this expense at a rounded $1.50 per-square-foot
during 1998. This projection is consistent with historical and budgeted costs
for the subject, and is consistent with the range in costs for this category
in other Class A CBD office buildings.

ADMINISTRATION - Included in this category are all costs associated with
onsite administration and management of the property, including salaries and
related payroll costs. No specific payroll detail was available, but salaries
for a project of the subject's size will include a general manager and
assistants, onsite office rent, office staff including receptionist, payroll
processing and bookkeeping, concierge, offsite parking/traffic supervisor and
traffic demand management personnel. Also included in this category are rent
expenses for storage space used by building personnel and "Training Room
rent". These two sub-categories total about $112,000 for the 1998 budget. The
per-square-foot administrative expenses for the subject have ranged from $0.50
to $0.53 per-square-foot during 1994 through 1997. The budgeted 1998
administrative cost is $0.54 per-square-foot. We projected administration
expenses at $0.50 per-square-foot annually.

GENERAL BUILDING - This category includes costs for security, concierge
services, and fire/life safety systems. Contract security costs represent the
most significant component of this expense category. Historical
per-square-foot costs ranged from $0.56 (1997) to $0.66 (1995,) and is
budgeted at $0.56 per-square-foot during 1998. 


- -------------------------------------------------------------------------------
                                      84

<PAGE>

                                                                INCOME APPROACH
- -------------------------------------------------------------------------------

We relied on the historical and budgeted data and projected this expense at
$0.58 per-square-foot annually.

MANAGEMENT FEE - This category considers offsite professional management
expenses, and excludes costs included in the onsite Administration category
discussed previously. The historical management expenses for the subject have
ranged from $0.76 per-square-foot during 1996 to $0.78 per-square-foot for
1994, 1995, and 1997. The 1998 budget projects management fees at $0.70
per-square-foot. The management fee is based on 2.5 percent of effective gross
income. The subject is managed by an entity related to the ownership and the
original developer of the property. The historical and current management fees
are above market costs for third party management contracts, which are usually
in the range from approximately $0.20 to $0.40 per-square-foot annually for
other Class A CBD office buildings. Based on comparable costs for CBD
buildings in this market, and recognizing the complexities of the subject
development, we estimated management fees at $0.35 per-square-foot annually
(fixed) during 1998. This figure equals approximately 1.25 percent of the
budgeted 1998 effective gross income.

INSURANCE - According to statements we reviewed this category includes
property, liability, and "self-insured retention" insurance costs. No
breakdown of the property insurance by specific component (such as earthquake)
was included in the statements. The subject insurance expenses have ranged
from $0.84 to $1.05 per-square-foot annually from 1994 through 1997. The 1998
budget shows a decline to $0.86 per-square-foot. Insurance expenses have
increased in southern California since the January, 1994 Northridge
earthquake, particularly for the earthquake component of insurance expense. We
projected insurance expenses of $1.00 per-square-foot during 1997.

ATRIUM - The Atrium level of the subject's retail component is enclosed, and
expenses associated with maintaining this portion of the property are
categorized separately, with pro-rata allocation of the expenses between the
subject Wells Fargo Tower and the adjacent IBM Tower. Atrium expenses include
contract cleaning and window cleaning, extermination, interior landscape
maintenance, repairs and maintenance, HVAC/Elevator maintenance, and security
costs. The historical expenses for this category have ranged from $0.25 during
1994 to $0.29 during 1997, and are budgeted at $0.27 per-square-foot for 1998.
We projected Atrium expenses at $0.28 per-square-foot during 1998.

ONSITE AND OFFSITE PARKING - The subject parking facilities include the
subterranean parking garage beneath the tower ("onsite parking") and the
offsite garage which is located about two blocks northeast of the property
("offsite parking"). The recoverable component of the expenses for these two
parking locations include the costs for cleaning, maintenance, security, and
other miscellaneous costs for each parking structure. The offsite parking
costs are allocated to the north (subject) and south towers (IBM) based on a
56 percent (subject)/44 percent (IBM) prorata allocation. Recoverable expenses
for the offsite garage also include allocated expenses for the parking
shuttle service. As shown on the expense summary, the parking expenses for
these two


- -------------------------------------------------------------------------------
                                      85

<PAGE>

Wells Fargo Center - North Tower
OVERSTANDARD TIS
333 South Grand Avenue  Downtown Los Angeles

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
                               EXPIRE
SUITE      TENANTS              DATE        1998      1999      2000      2001      2002      2003       2004       2005
- ------------------------------------------------------------------------------------------------------------------------
<S>     <C>                  <C>       <C>        <C>      <C>       <C>         <C>        <C>        <C>          <C>
           OSTI - Office
5300       Sumitomo Trust      Aug-02     $9,006    $9,186    $9,370    $9,558    $6,499
5200       Smith Barney        Oct-02    $10,724   $10,938   $11,157   $11,380    $9,673
4400       Gibson Dunn         Nov-12   $102,838  $104,895  $106,993  $109,132  $111,315  $113,541   $115,812   $118,128
4100       Donovan Leisure     Nov-99    $10,965   $10,252
4070       Citibank            Nov-03     $1,364    $1,412    $1,440    $1,469    $1,498    $1,401
40??0      Will Trefry         Jan-96        $33
4050       Pansky & Markle     Oct-98        $40
4040       Jeanie Lee Law      Oct-03         $0
3700       Barton Klugman      Nov-02     $5,382    $5,490    $5,599    $5,711    $5,340
36??0      Ford & Harrison     May-02       $436      $444      $453      $462      $196
3570       Thai Farm Bank      Apr-99       $746      $254
3400       Thelen Marrin       Dec-02    $25,931   $26,450   $26,979   $27,518   $28,068
3200       Payden & Rygel      Sep-04    $31,413   $32,041   $32,682   $33,336   $34,003   $34,683    $26,532
3040       Banco Di Napoli     Nov-02     $1,677    $1,711    $1,745    $1,780    $1,664
3030       Boyt Co             Sep-96        $45
2900       Kleinwort Benson    Jan-96        $88
2300       Kidder Peabody      Aug-01    $25,525   $26,035  $26,55??   $18,058
2201       First Boston        Dec-04    $25,410   $25,918   $26,437   $26,965   $27,505   $28,055    $26,616
2050       Dev. Specialists    May-00       $333      $340      $144
1830       Owen wilkenson      Sep-00       $206      $210      $161
1800-A     Goldman Sachs       Jan-01    $26,986   $27,526   $28,076    $2,386
1600       Peterson Ross       Sep-01     $8,021    $8,161    $8,345    $6,384
1570       Marks Murase White  Aug-98    $1,342
1500       O'Brien Partners    Dec-01     $1,066    $1,067    $1,109    $1,131
1450       Delta Asset Mgmt    Aug-98      $988
5, 7 - 12  Wells Fargo Bank    Feb-13    $90,459   $92,268   $94,114   $95,996   $97,916   $99,874   $101,872   $103,909
600        Chang HWA           Jul-06     $4,649    $4,742    $4,837    $4,934    $5,032    $5,133     $5,236     $5,341
470        Bunker Hill Club    Jul-98        $59
300        Wells Fargo Bank    Feb-13    $38,242   $39,007   $39,787   $40,583   $41,394   $42,222    $43,067    $43,928
- ------------------------------------------------------------------------------------------------------------------------
           OFFICE TOTALS                $423,993  $428,387  $425,984  $396,784  $370,105  $324,909   $321,134   $271,306
- ------------------------------------------------------------------------------------------------------------------------
           OSTI - Retail
R-32       Cal Pizza Kitchen   Apr-04     $8,717    $8,891    $9,069    $9,251    $9,436    $9,624     $3,272
R-9        Russell's           Aug-01     $2,128    $2,171    $2,214    $1,506
R-3        Federal Express     Dec-96       $441
R-5        Flower Patch        Dec-96       $551
R-23       Crisp Foods, Inc.   Feb-98       $189
R-50       Legal Source        Nov-96       $457
R-15       McDonald's          Jul-06     $6,086    $6,208    $6,332    $6,459    $6,588    $6,719     $6,854     $6,991
R-17       Mrs. Fields         Dec-06       $103      $105      $107      $109      $111      $114       $116       $118
R-19       Pasqua              Apr-07       $696      $710      $724      $739      $753      $768       $784       $799
R-25       Rocky Mountain      Jun-02       $829      $846      $862      $880      $449
R-9        Russell's           Aug-01     $2,128    $2,171    $2,214    $1,506
R-350      Stepps              Dec-00     $9,267    $9,452    $9,641
R-7        Taipan              Sep-00     $9,271    $9,456    $7,234
R-33       UPS                 Dec-96        $84
R-100      Wells Fargo Bank    Feb-13     $8,682    $8,856    $9,033    $9,213    $9,398    $9,586     $9,777     $9,973
R-ATM1     Wells Fargo Bank    Jul-99       $229      $136
- ------------------------------------------------------------------------------------------------------------------------
           Retail Totals                 $49,857   $49,001   $47,431   $29,661   $26,734   $26,811    $20,803    $17,882
- ------------------------------------------------------------------------------------------------------------------------
                 Totals                 $473,850  $477,383  $473,415  $426,446  $336,840  $351,721   $341,938   $289,187
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
SUITE           2006       2007      2008      2009      2010      2011      2012     2013
<S>       <C>         <C>        <C>         <C>     <C>       <C>        <C>        <C>
5300
5200
4400        $120,491   $122,901  $125,359  $127,866  $130,423  $133,032  $124,385
4100
4070
4060
4050
4040
3700
3680
3570
3400
3200
3040
3030
2900
2300
2201
2050
1830
1800-A
1600
1570
1500
1450
5, 7 - 12   $105,987   $108,107  $110,269  $112,474  $114,724  $117,018  $119,359  $20,291
600           $3,178
470
300          $44,807    $45,703   $46,617   $47,549   $48,500   $49,470   $50,459   $8,578
            $274,462   $276,710  $282,245  $287,889  $293,647  $299,520  $294,203  $28,869

R-32
R-9
R-3
R-5
R-23
R-50
R-15          $4,160
R-17            $121
R-19            $815       $277
R-25
R-9
R-350
R-7
R-33
R-100        $10,172    $10,376   $10,583   $10,795   $11,011   $11,231   $11,456   $1,947
R-ATM1
- ------------------------------------------------------------------------------------------
             $15,268    $10,653   $10,583   $10,795   $11,011   $11,231   $11,456   $1,947
- ------------------------------------------------------------------------------------------
            $289,730   $287,363  $292,828  $298,684  $304,658  $310,751  $305,659  $30,817
- ------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------

</TABLE>


<PAGE>

                                                                INCOME APPROACH
- -------------------------------------------------------------------------------

     locations have totaled from $0.30 per-square-foot during 1994 and 1995 to
     $0.34 during 1997. The budgeted figure for 1998 is $0.33 per-square-foot,
     which is consistent with the most recent actual performance. We projected
     recoverable parking expenses at $0.33 per-square-foot of rentable area
     during 1998.

     REAL PROPERTY TAXES - This category includes real estate taxes, which can
     be increased 2% annually under the terms of Proposition 13. The subject
     taxes declined since 1994 due to appeals based on Proposition 8. The
     actual real estate taxes have ranged from $1.95 to $2.53 per-square-foot
     annually, and are budgeted at $2.08 per-square-foot during 1998. We based
     real estate taxes on the value conclusion in this appraisal and the
     subject's tax rate (rounded).

     OTHER TAXES AND TAX CONSULTING - This category includes
     business/occupancy tax, and tax consulting fees associated with
     Proposition 8 appeals. The historical costs have ranged from $0.05 to
     $0.09 per-square-foot, and are budgeted at $0.08 per-square-foot during
     1998. We projected this expense at $0.08 per-square-foot during 1998
     based on the consistent trend.

NON-RECOVERABLE EXPENSES

     Parking Operating Expenses - This category represents primarily the
     parking management and operator's expenses for the subject onsite and
     offsite parking garages. A previous summary included in the Parking
     Revenue discussion provided detail covering the parking operator's
     historical and budgeted expenses and management fees for these two
     garages.

     The annual expenses are summarized below.

                Year         Parking Expenses
                ----         ----------------
                1995         $898,648
                1996         $895,323
                1997         $890,311
                1998 budget  $946,664

     These expenses suggest implied per-square-foot costs based on total
     rentable area of $0.67 to $0.71. Based on the trend in costs we projected
     this expense at $0.70 per-square-foot of building area during 1998.

     Overstandard Property Taxes - This category includes taxes allocated to
     specific tenants for above-standard improvements in tenant suites. These
     taxes are recovered directly from the tenants, and are based above
     buildout costs above specified levels in the leases. The exhibit on the
     accompanying page summarizes the current status of these charges and the
     remaining period remaining and figures allocated for overstandard
     improvements. We modeled these costs and reimbursements according to the
     projections shown on the exhibit, and deducted the direct reimbursements
     from the expense "pool" for real estate taxes prior to passthrough to the
     tenants.

- -------------------------------------------------------------------------------
                                      86

<PAGE>

                                                                INCOME APPROACH
- -------------------------------------------------------------------------------

     RESERVES AND NON-REIMBURSABLE EXPENSES - We included a deduction of $0.20
     per-square-foot annually for reserves and replacement of short-lived
     items as well as for legal and other non-operating costs absorbed by the
     property ownership.

     The expense conclusions for the property are summarized below.

             SUMMARY OF EXPENSE CONCLUSIONS (1998)

Expense              PSF    PSF              PSF
Category             Fixed  Variable  Total @ 100%
RECOVERABLE          -----  --------  ------------
Utilities            $1.15  $1.10            $2.25
Cleaning             $0.70  $0.60            $1.30
Repairs/Maintenance  $1.50  ---              $1.50
Administration       $0.50  ---              $0.50
General Building     $0.58  ---              $0.58
Management Fee       $0.35  ---              $0.35
Insurance            $1.00  ---              $1.00
Atrium               $0.28  ---              $0.28
On/Offsite Parking   $0.33  ---              $0.33
Subtotal             $6.39  $1.70            $8.09

R.E. Taxes           $2.15  ---              $2.15
Other Taxes          $0.08  ---              $0.08
Total                $8.61  $1.70           $10.31

NON-RECOVERABLE
Parking              $0.70
Reserves             $0.20

VACANCY AND COLLECTION LOSS AND RELEASING ASSUMPTIONS
  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.

  The subject is currently 92.9 percent leased, including two major tenants
leasing 35 percent of the total rentable area and a signed lease for a tenant
not yet in occupancy. The retail/restaurant space is fully leased. The exhibit
on the accompanying page is restated from the Market Analysis, and summarizes
the vacancy levels for the 57 office buildings surveyed in five downtown
locations. As shown on the chart direct and overall vacancy levels for the 57
buildings are 17.2 percent and 21.8 percent, respectively.

  As discussed in previous sections the CBD market is somewhat "tiered", with
Class A buildings experiencing lower vacancy rates than second tier, or Class
B and C buildings. The

- -------------------------------------------------------------------------------
                                      87

<PAGE>

                                       

                         OFFICE BUILDING VACANCY SURVEY
                       LOS ANGELES DOWNTOWN OFFICE MARKET
                 Rental and Occupancy Survey as of 1st Qtr 1998
<TABLE>
<CAPTION>
                              NO. OF    INVENTORY             AVAILABLE (SF)                   VACANCY RATIOS
   BUILDING CLASSES        BUILDINGS  SQUARE FEET  DIRECT       SUBLEASE      OVERALL    DIRECT   SUBLEASE  OVERALL
<S>                        <C>         <C>        <C>         <C>            <C>       <C>       <C>        <C>
(A) Top Tier "Class A"             8   7,423,857     705,313       199,189      904,502     9.5%      2.7%    12.2%
(B) Second Tier "Class A"          7   7,014,848     778,718       542,704    1,321,422    11.1%      7.7%    18.8%
(C) Third Tier "Class A"           8   5,948,909   1,273,767       146,910    1,420,677    21.4%      2.5%    23.9%
    TOTAL                         23  20,387,614   2,757,798       888,803    3,646,601    13.5%      4.4%    17.9%
</TABLE>


[Graph omitted]


[Graph omitted]






<PAGE>

                                                                INCOME APPROACH
- -------------------------------------------------------------------------------

chart below is restated from the Market Analysis, and shows the year-end 1997
breakdown of the CBD office market by asset category.

                                                          Vacancy Rate
Building Quality/Class  No. of Buildings  Inventory (SF)  Direct  Overall
- ----------------------  ----------------  --------------  ------- -------
        Class A                39          24,832,582     15.7%   20.5%
        Class B                19           3,965,539     34.9%   35.1%
        Class C                 7             803,751     36.1%   36.1%
        Totals                 65          29,601,872     18.9%   22.9%

  The downtown market has experienced a slow, gradual improvement in vacancy
levels over the past several years as a result of modest absorption and no new
development. The previous downtown Los Angeles rental and occupancy survey
which included a breakdown of 23 Class "A" buildings by category showed the
following vacancy statistics.

Building Category    No. of Buildings  Total NRA   Direct Vacancy %
- -----------------    ----------------  ---------   ----------------
Top Tier Class A             8          7,423,857          9.5%
Second Tier Class A          7          7,014,848         11.1%
Third Tier Class A           8          5,948,909         21.4%
Totals                      23         20,387,614         13.5%

  The "top tier" and "second tier" buildings, which represent the most
directly competitive supply, have achieved an aggregate vacancy rate of
approximately 10.3 percent, which substantially below the vacancy rate for all
downtown Los Angeles office buildings.

  The subject's Bunker Hills submarket of downtown Los Angeles contains the
greatest concentration of Class A buildings, and has become perhaps the most
desirable location for tenants in the market. The accompanying graph
summarizes the substantial improvement in the direct vacancy rates for the
Bunker Hill submarket during the period from fourth quarter, 1995 through
fourth quarter, 1997. As the exhibit shows, the aggregate direct vacancy rate
for this submarket declined from 17.6 percent to 10.4 percent over
approximately a two-year period. This declining vacancy reflects both the
desirability of the Bunker Hill location as well as the quality of the office
buildings in this submarket.

  Based on our analysis of the market and considering the current and
foreseeable trends in vacancy levels in the downtown market we projected the
following vacancy and collection loss assumptions and absorption projections
for the subject property:

Global Vacancy and Collection Loss:  5.0 percent against all revenues excluding
                                     the current lease term for Wells Fargo.

"Lag" Vacancy Between Leases:        We modeled a 10-month lag vacancy
                                     between 10-year terms, weighted for
                                     renewal probability. The weighted average
                                     lag vacancy between leases is 3 months
                                     based on a 70 percent renewal probability.


- -------------------------------------------------------------------------------
                                      88

<PAGE>

                                                                INCOME APPROACH
- -------------------------------------------------------------------------------

Absorption of Remaining Vacant Space:  There are currently 93,640 square feet of
                                       landlord direct available office space. 
                                       We projected the subject to lease to full
                                       occupancy over a fairly extended
                                       "stabilization" period of approximately 3
                                       years, or through December, 2000. The
                                       currently available space was modeled to
                                       lease according to the following 
                                       schedule:

                                       Period   SF Office
                                       ------   ---------
                                       12/98    19,515
                                       06/99    19,516
                                       12/99    18,203
                                       06/2000  18,203
                                       12/2000  18,203
                                       Totals   93,640

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 forecast net operating income and
cash flows 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:

     1) Commencement Date - The cash flows commence April 1, 1998, and are
        modeled on a fiscal year basis.

     2) Holding Period - We modeled a 10-year holding period.

     3) Income Projections - Current tenants were modeled according to the
        terms of their leases. Absorption tenants and future speculative
        rollover tenants were modeled according to the market rent and
        concession conclusions presented previously.

     4) Expense Reimbursements - Expenses were modeled NNN for future
        speculative tenants, and current tenants were modeled NNN or based on
        current expense stop data provided by the management and stated in the
        leases.

     5) Vacancy and Collection - As discussed previously we modeled the
        following vacancy and collection deductions within the cash flow
        projections:

Global Vacancy and Collection Loss:  5.0 percent against all revenues excluding
                                     the current lease terms for Wells Fargo.



- -------------------------------------------------------------------------------
                                      89

<PAGE>

                                                                INCOME APPROACH
- -------------------------------------------------------------------------------

"Lag" Vacancy Between Leases:  We modeled a 10-month lag vacancy
                               between 10-year terms, weighted for
                               renewal probability. The weighted average
                               lag vacancy between leases is 3 months
                               based on a 70 percent renewal probability.

     6) Renewal Probability- We assumed a 70 percent renewal probability for
        all tenants excluding existing tenants who have vacated their premises
        prior to the end of the lease terms and are subleasing the space.
        These tenants include Smith Barney, Thelin Marin, Kidder Peabody, and
        Credit Suisse. The cash flow model assumes a 100 percent probability
        these tenants will vacate, and releasing assumptions included full lag
        vacancy, leasing commissions, and new tenant improvements. The
        aggregate area for these tenants is 173,663 square feet. Lag vacancy
        and tenant improvements were weighted for a 70 percent renewal
        probability for all other tenants.

     7) Growth Rates -We modeled the following growth rates for expenses and
        revenues:

        Assumed CPI:         3.5% Annually
        Operating Expenses:  3.5% Annually
        Real Estate Taxes:   2.0% Annually
        Sundry Income:       3.5% Annually

        Parking Revenues:    3.5% Annually

     MARKET RENTS:
     Investors in Class A buildings in the CBD market are currently
     forecasting fairly substantial rental growth rates during the first
     several years of an investment period. Examples of this rental growth
     were described in the Sales Comparison Approach, including the buyer of
     Citicorp Center and the contractual buyer for Figueroa Plaza. Each
     underwriting analysis incorporated market rental growth projections
     equal to approximately 10 percent annually over the first several
     years of the cash flow projections. These projections were not based on
     specific percentage growth, but rather on incremental dollar
     increases each year. The 10 percent cumulative increases were
     calculated based on the actual projections. Rents were modeled "flat"
     through the end of calendar year 1998. We estimated subsequent rental
     growth rates by applying 7.0 percent annual increases to the adjusted
     "gross" rents (including NNN passthroughs) for four years, or from
     1999 through 2002, prior to projecting increases consistent with the
     CPI (3.5 percent annually). The chart below shows the calculated NNN
     rental rates over a 10-year holding period. The projected average
     expense increase of 3.0 percent considers a 3.5 percent increase for
     operating expenses "blended" with real estate tax increases of 2.0
     percent annually.

- -------------------------------------------------------------------------------
                                      90

<PAGE>

COMPARATIVE ANALYSIS OF U.S. TREASURIES & REITS
December 1996 through November 1997

           UNITED STATES TREASURY YIELDS    REAL ESTATE INVESTMENT TRUST YIELDS
PERIOD  LONG-TERM  INTERMEDIATE  SHORT-TERM  EQUITY  MORTGAGE  HYBRID   ALL
Nov-97       6.20          5.90        5.72     5.6       8.6     7.5   5.8
Oct-97       6.42          6.09        5.80     5.6       8.7     7.0   5.8
Sep-97       6.56          6.21        5.89     5.5       7.9     7.1   5.6
Aug-97       6.65          6.31        5.96     5.9       7.9     7.4   6.1
Jul-97       6.56          6.21        5.92     5.8       7.8     7.4   6.0
Jun-97       6.86          6.49        6.16     6.1       8.3     7.5   6.3
May-97       7.04          6.71        6.36     6.3       8.0     7.8   6.5
Apr-97       7.17          6.85        6.51     6.4       8.9     7.9   6.7
Mar-97       7.05          6.68        6.29     6.1       9.0     7.8   6.4
Feb-97       6.81          6.37        5.98     6.1       7.6     7.5   6.2
Jan-97       6.93          6.40        5.90     6.1       9.0     7.8   6.4
Dec-96       6.70          6.17        5.73     6.1       7.6     7.5   6.2
- ---------------------------------------------------------------------------
Average      6.75          6.37        6.02    5.97      8.28    7.52  6.17
===========================================================================




[Graph omitted]

<PAGE>

Wells Fargo Center Los Angeles, CA
INCOME & EXPENSE PROFORMA

                                                   Combined
 Flscal Year Beginning April 1, 1998                  PSF

GROSS INCOME

 GROSS RENTS             $22,333,588   $16.71
 LESS LAG VACANCY           (349,340)   (0.26)
 FREE RENT                  (236,199)   (0.18)
 TOTAL RECOVERIES          7,995,784     5.96
 OVERAGE RENT                 96,611     0.07
 SUNDRY INCOME               907,875     0.68
 PARKING INCOME            4,791,563     3.59
 OSTI RECOVERY               474,735     0.36
 HVAC (WELLS FARGO)           15,775     0.01
 -----------------------------------   ------
 POTENTIAL GROSS INCOME  $36,033,372   $26.97
 -----------------------------------   ------

 VACANCY/CREDIT LOSS      (1,217,735)   (0.91)

 -----------------------------------   ------
 EFFECTIVE GROSS INCOME  $34,815,637   $26.05
 -----------------------------------   ------

Operating Expenses

 UTILITIES                   $2,789,720   $2.09
 CLEANING                     1,619,697    1.21
 REPAIRS & MAINTNCE           2,021,904    1.51
 ADMINISTRATION                 673,968    0.50
 GENERAL BUILDING               781,803    0.59
 MANAGEMENT FEE                 471,778    0.35
 INSURANCE                    1,347,936    1.01
 ATRIUM                         377,422    0.26
 ON/OFFSITE PARKING             444,819    0.33
 NON-RECOV PARKING              943,555    0.71
 REAL ESTATE TAXES            2,887,290    2.16
 OTHER TAXES                    107,434    0.06

 --------------------------------------  ------
 TOTAL EXPENSES             $14,467,326  $10.83
 --------------------------------------  ------

TOTAL NET OPERATING INCOME  $20,348,311  $15.23

VALUE TABLE                   Total Rentable Area  SF:  1,336,244
- ----------------------------------------------------------
             Indicated Value             Cap Rate      PSF
- ----------------------------------------------------------
               $290,690,157                  7.0%  $217.54
               $271,310,813                  7.5%  $203.04
               $254,353,888                  8.0%  $190.35
               $239,391,894                  8.5%  $179.15
               $226,092,344                  9.0%  $169.20
               $214,192,747                  9.5%  $160.29
               $203,483,110                 10.0%  $152.28

[Photo omitted]


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

<PAGE>

                                                                INCOME APPROACH
- -------------------------------------------------------------------------------


                  PSF                   PSF
        PSF      IMPLIED    ANNUAL     IMPLIED    ANNUAL
YEAR  EXPENSES  FSG RENT  % INCREASE  NNN RENT  % INCREASE
1998   $10.50    $24.50     0.00%      $14.00      0.00%
1999   $10.82    $26.22     7.00%      $15.40     10.00%
2000   $11.14    $28.05     7.00%      $16.91      9.81%
2001   $11.47    $30.01     7.00%      $18.54      9.63%
2002   $11.82    $32.11     7.00%      $20.30      9.48%
2003   $12.17    $33.24     3.50%      $21.07      3.79%
2004   $12.54    $34.40     3.50%      $21.86      3.79%
2005   $12.91    $35.61     3.50%      $22.69      3.79%
2006   $13.30    $36.85     3.50%      $23.55      3.78%
2007   $13.70    $38.14     3.50%      $24.44      3.78%

     Based on the projections summarized in the chart above, we projected
     the following growth in market rental rates, applied to the NNN
     figures:

1998:            Base
1999:            10.0%
2000:            9.8%
2001:            9.6%
2002:            9.5%
2003 and after:  3.5%

     8)  Free Rent Concessions - We modeled free rent concessions for
         speculative office tenants based on the market rent assumptions: 8
         months prior to weighting for 10-year tenants. Renewing tenants were
         assumed with one-half free rent concessions. We modeled free rent to
         reduce by one-half beginning 2000, and by one-half again in 2002.

     9)  Leasing Commissions - This expense was modeled at 4.0% for NNN
         10-year leases. Renewing tenants were modeled at full commission.
         Leasing commissions in the downtown market are calculated based on
         gross rents rather than NNN rental rates. We adjusted the commission
         to 7.5% based on NNN rents to consider this factor.

     10) Reversion - The reversion price was calculated by applying a 9.0
         percent overall capitalization rate to the 11th year's net operating
         income. Following a deduction for a 0.75 percent 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 flows and value tables are on the accompanying pages,
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



- -------------------------------------------------------------------------------
                                      91

<PAGE>

                         DISCOUNTED CASH FLOW ANALYSIS
      Wells Fargo Center 333 South Grand Avenue 10 year holding period

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
FISCAL HOLDING PERIOD BEGINNING 4/1/98      1           2            3            4            5            6            7
                                         FY1999      FY2000       FY2001       FY2002       FY2003       FY2004       FY2005
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>            <C>         <C>          <C>         <C>           <C>          <C>
INCOME
  GROSS RENTS                           22,333,588   23,274,584   23,663,570   24,516,892   24,542,372   24,574,816   25,455,398
  LESS LAG VACANCY                        (349,340)    (170,527)    (278,966)    (835,336)  (1,373,564)  (1,241,040)    (426,972)
  FREE RENT                               (236,199)    (501,083)    (186,056)    (357,926)    (268,974)    (487,920)    (103,393)
  TOTAL RECOVERIES                       7,996,764    9,737,495   10,380,035   10,829,250   11,594,841   12,597,985   13,660,127
  OVERAGE RENT                              98,611       87,678       70,220       52,097       46,784       46,478       53,380
  SUNDRY INCOME                            907,875      939,651      972,538    1,006,577    1,041,807    1,078,271    1,116,010
  PARKING INCOME                         4,791,563    4,959,267    5,132,842    5,312,491    5,498,429    5,690,673    5,890,054
  OSTI RECOVERY                            474,735      476,396      461,673      419,045      385,560      349,275      326,750
  HVAC (WELLS FARGO)                        15,775       18,255       18,720       18,720       18,720       19,695       22,815
- --------------------------------------------------------------------------------------------------------------------------------
POTENTIAL GROSS INCOME                  36,033,372   38,821,716   40,234,576   40,961,816   41,485,975   42,628,433   45,996,167
- --------------------------------------------------------------------------------------------------------------------------------
  VACANCY / CREDIT LOSS                 (1,217,735)  (1,342,006)  (1,398,418)  (1,421,756)  (1,434,105)  (1,476,911)  (1,628,610)

      AVERAGE VACANCY (%) IS 8.3%             7.0%         8.5%         7.1%         9.2%        11.4%        11.1%         8.1%
- ---------------------------------------------------------------------------------------------------------------------------------
EFFECTIVE GROSS INCOME                  34,815,637   37,479,710   38,836,158   39,540,054   40,051,870   41,151,522   44,367,557
- ---------------------------------------------------------------------------------------------------------------------------------

EXPENSES
  UTILITIES                              2,789,720    2,967,674    3,104,579    3,207,091    3,309,339    3,415,478    3,602,134
  CLEANING                               1,619,697    1,720,194    1,798,421    1,656,013    1,917,586    1,979,419    2,085,306
  REPAIRS & MAINTNCE                     2,021,904    2,092,671    2,165,915    2,241,722    2,320,182    2,401,388    2,485,437
  ADMINISTRATION                           673,968      697,557      721,971      747,240      773,394      800,463      828,479
  GENERAL BUILDING                         781,803      809,166      837,487      866,799      897,137      928,537      961,035
  MANAGEMENT FEE                           471,778      488,290      505,380      523,068      541,376      560,324      579,935
  INSURANCE                              1,347,936    1,395,114    1,443,943    1,494,461    1,546,788    1,600,925    1,656,958
  ATRIUM                                   377,422      390,632      404,304      418,455      433,101      448,259      463,948
  ON/OFFSITE PARKING                       444,819      460,388      476,501      493,179      510,440      528,305      546,796
  NON-RECOV PARKING                        943,555      976,580    1,010,760    1,046,137    1,082,751    1,120,648    1,159,870
  REAL ESTATE TAXES                      2,887,290    2,945,035    3,003,936    3,064,014    3,125,295    3,187,801    3,251,557
  OTHER TAXES                              107,434      109,583      111,774      114,010      116.290      118,616      120,988
- ---------------------------------------------------------------------------------------------------------------------------------
OPERATING EXPENSES                      14,467,326   15,052,884   15,584,971   16,074,209   16,573,681   17,090,163   17,742,443
- ---------------------------------------------------------------------------------------------------------------------------------
       Operating Expense Ratio               41.6%        40.2%        40.1%        40.7%        41.4%        41.5%        40.0%

- ---------------------------------------------------------------------------------------------------------------------------------
NET OPERATING INCOME                    20,348,311   22,426,626   23,251,187   23,465,845   23,478,189   24,061,359   26,625,114
- ---------------------------------------------------------------------------------------------------------------------------------

DEDUCTIONS
  TENANT IMPROVEMENTS                    2,743,929    5,571,529    1,349,950    2,952,370    3,767,815    6,691,036    1,485,946
  LEASING COMMISSIONS                    1,049,333    2,127,603      635,237    1,727,256    1,859,266    2,773,917    1,039,104
  RESERVES                                 267,249      276,603      286,284      296,304      306,674      317,408      328,517
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL DEDUCTIONS                         4,868,511    7,975,725    2,271,471    4,975,930    5,933,755    9,782,361    2,853,567
- ---------------------------------------------------------------------------------------------------------------------------------
NET CASH FLOW                           16,287,800   14,451,091   20,979,716   18,489,915   17,544,434   14,278,998   23,771,547

- ---------------------------------------------------------------------------------------------------------------------------------
CASH ON CASH                                  7.1%         6.3%         9.1%         8.1%         7.6%         6.2%        10.4%
- ---------------------------------------------------------------------------------------------------------------------------------

</TABLE>

<TABLE>
<CAPTION>

Fiscal holding period beginning 4/1/94       8            9            10           11
                                          FY2006       FY2007       FY2008       FY2009
<S>                                     <C>         <C>          <C>          <C>
INCOME
  GROSS RENTS                           26,190,696   26,733,562    27,336,276   28,174,308
  LESS LAG VACANCY                        (294,259)    (218,118)     (160,060)    (600,107)
  FREE RENT                                (84,074)     (36,217)      (90,128)    (207,065)
  TOTAL RECOVERIES                      14,279,034   14,908,166    15,487,739   15,737,701
  OVERAGE RENT                              63,530       40,926        40,492       35,644
  SUNDRY INCOME                          1,155,071    1,195,498     1,237,340    1,280,647
  PARKING INCOME                         6,096,206    6,309,573     6,530,408    6,758,972
  OSTI RECOVERY                            289,323      289,138       288,729      294,292
  HVAC (WELLS FARGO)                        23,400       23,400        23,400       24,625
- -----------------------------------------------------------------------------------------
POTENTIAL GROSS INCOME                  47,718,927   49,245,928    50,694,196   51,499,017
- -----------------------------------------------------------------------------------------
  VACANCY / CREDIT LOSS                 (1,699,200)  (1,757,780)   (1,812,097)  (1,833,513)

      Average Vacancy (%) is 8.3%             7.6%         7.4%          7.2%         8.6%
- -----------------------------------------------------------------------------------------
Effective Gross Income                  48,019,639   47,488,148    48,882,099   49,665,504
- ------------------------------------------------------------------------------------------

EXPENSES
  UTILITIES                              3,729,559    3,877,061     4,004,609    4,121,792
  CLEANING                               2,159,029    2,243,849     2,317,940    2,386,533
  REPAIRS & MAINTNCE                     2,572,427    2,662,462     2,755,648    2,852,096
  ADMINISTRATION                           857,476      887,487       918,549      950,690
  GENERAL BUILDING                         994,672    1,029,485     1,065,517    1,102,810
  MANAGEMENT FEE                           600,233      621,241       642,985      665,489
  INSURANCE                              1,714,951    1,774,974     1,837,099    1,901,397
  ATRIUM                                   480,186      496,993       514,388      532,391
  ON/OFFSITE PARKING                       565,934      585,742       606,243      627,461
  NON-RECOV PARKING                      1,200,466    1,242,482     1,285,969    1,330,978
  REAL ESTATE TAXES                      3,316,588    3,382,919     3,450,578    3,519,590
  OTHER TAXES                              123,408      125,876       128,394      130,961
OPERATING EXPENSES                      18,314,929   18,930,571    19,527,919   20,122,196
       Operating Expense Ratio               39.8%        39.9%         39.9%        40.5%

- ------------------------------------------------------------------------------------------
NET OPERATING INCOME                    27,704,710   28,557,577    29,354,180   29,543,308
- ------------------------------------------------------------------------------------------

DEDUCTIONS
  TENANT IMPROVEMENTS                    1,228,767      497,783     1,206,129    3,143,284
  LEASING COMMISSIONS                      372,007      363,961       905,791    2,081,015
  RESERVES                                 340,015      351,916       364,233      376,981
- ------------------------------------------------------------------------------------------
Total Deductions                         1,940,789    1,213,480     2,476,153    5,601,280
- ------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------
NET CASH FLOW                           25,763,921   27,343,897   352,675,062
- -----------------------------------------------------------------------------

- -----------------------------------------------------------------------------
CASH ON CASH                                 11.2%        11.9%         11.7%
- -----------------------------------------------------------------------------
</TABLE>

AVG. CASH ON CASH                9.0%
FIVE YEAR AVERAGE                7.6%
INITIAL CAP. RATE                8.9%
TERMINAL CAP. RATE               9.0%
TRANSACTION COST                 0.8%
DISCOUNT RATE                   11.0%
- -------------------------------------
REVERSIONARY VALUE       $325,797,035
- -------------------------------------
NET PRESENT VALUE (NPV)  $229,493,997
- -------------------------------------
NPV - Per Square Foot         $171.75

- -----------------------------------------------------------
                          VALUE MATRIX
                     Low-Range     Mid-Range     Hi-Range
- -----------------------------------------------------------
    Discount Rate         10.5%         11.0%         11.5%
Net Present Value  $237,503,336  $229,493,997  $221,834,375
        NPV (PSF)       $177.74       $171.75       $166.01
- -----------------------------------------------------------

                Total Bldg (SF): 1,336,244


[Graph omitted]




<PAGE>

                                                                INCOME APPROACH
- -------------------------------------------------------------------------------

from December, 1996 through November, 1997. The graph and accompanying data
show that equity REIT yields are not necessarily sensitive to changes in
interest rates. Although yields for intermediate Treasuries fluctuated by more
than 90 basis points, with an overall decrease of 27 basis points during the
12-month period, yields for equity REITs (on average) decreased by 50 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.

  Although not included in the accompanying chart, the market for REIT stocks
has declined during the first two months of 1998 despite an overall increase
in excess of 5 percent for the Dow Jones Index during the same timeframe. The
yields have increases (and per-share pricing) decreased for virtually all
office REITs during the past two months (January and February, 1998). The
underlying reason for, and the duration of this trend in the public markets is
not yet clear.

  The most recently published Cushman & Wakefield survey of investors' return
requirements was published in Summer, 1997, and a copy is included in the
Addenda. We reviewed current reported return requirements for a cross section
of office investors. The relevant data is summarized in the following chart.

            Capitalization Rate Range Internal Rate of Return Range
Property Category         Low     High   Average     Low     High    Average
OFFICE - URBAN/CBD        ---     ----   -------     ---     ----    -------
 Class A-Leased Asset(1)  8.0%    10.5%  8.9%-9.5%   10.0%   12.0%  11.0%-11.8%

(1)  "Leased Asset" refers to predominately "passive" Investments
     involving substantially leased properties

  The subject is an excellent quality Class A asset in the Los Angeles CBD
office market. The property is substantially leased, including two major
tenants for a significant percentage of the property for terms extending to
2012 or 2013.

  We concluded the quality of the development and the current leasing profile
supports a discount rate conclusion at the lower end of the range for CBD
office properties. We estimated an 11.0 percent IRR is appropriate for the
subject, which results a rounded $230,000,000 value by discounted cash flow
analysis.

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 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.


- -------------------------------------------------------------------------------
                                      92

<PAGE>

                                                                INCOME APPROACH
- -------------------------------------------------------------------------------

                       SUMMARY OF OVERALL RATES
- ---------------------------------------------------------------------
Item                                   Date of     Overall Rate/
 No.                Property             Sale    Occupancy @ Sale
- ---------------------------------------------------------------------
 I-1  550 South Hope Street             09/97        8.8% @
      Los Angeles, CA                                  86%
- ---------------------------------------------------------------------
 I-2  Citicorp Plaza Phase I            03/97        12.5% @
      725 South Figueroa Street                        88%
      Los Angeles, CA
- ---------------------------------------------------------------------
 I-3  Cal Plaza II                      07/96        8.0% @
      350 South Grand Avenue                           69%
      Los Angeles, CA
- ---------------------------------------------------------------------
 I-4  801 Tower                         03/96   9.5% prior to costs @
      801 South Figueroa Street                        87%
      Los Angeles, CA
- ---------------------------------------------------------------------
 I-5  Figueroa Plaza                   Pending     8.5% @ 95%
      201 & 221 North Figueroa Street   03/98
      Los Angeles, CA
- ---------------------------------------------------------------------
 I-6  Fox Plaza                         11/97        7.8% @
      2121 Avenue of the Stars                         91%
      Los Angeles, CA
- ---------------------------------------------------------------------
 I-7  Landmark II                      Pending       7.5% @
      11766 Wilshire Boulevard           Sale          97%
      Los Angeles, CA
- ---------------------------------------------------------------------
 I-8  Century Plaza Towers              04/97        8.5% @
      2029-2049 Century Park East                      94%
      Los Angeles, CA
      (Century City)
=====================================================================

  The overall rates shown for the eight data items are based on the reported
income in place at the time of sale, calculated at actual occupancy levels.
The overall rates show a wide range from 7.5 percent to 12.5 percent. A
significant portion of the variation in overall rates can be attributed to the
differences in the occupancy levels and the proformas used as the basis for
capitalization. The lowest overall rates correspond generally to the suburban
Los Angeles properties (I-6 through I-8) or to the properties with the lowest
occupancy levels (I-3). The lower overall rates based on capitalizing
income-in place at lower occupancy levels reflect the perceived "upside"
attributable to future lease-up or to anticipated rental "spikes" in the
respective market.

  The subject's income and expense proforma for fiscal year 1999 is shown on
the accompanying page. The subject's net income per-square-foot for 1999
equals $15.23, which is generally consistent with market levels. The subject's
occupancy level of 87 percent (Oaktree is not yet in occupancy) which forms
the basis for the proforma is below stabilized occupancy for Class A
properties in this market, indicating cash flow can be increased with
additional lease up. The most recent purchase in the downtown market involved
items I-1, 550 South Hope Street, which is an inferior asset in comparison to
the subject. The subject has a similar occupancy level at sale (86 percent)
and a similar net income per-square-foot ($15.23 for the subject versus $15.45
for I-1). The subject is superior to this property in most areas of
comparison, and warrants a capitalization rate below the 8.8 percent figure
for this transaction based on a similar occupancy level. We concluded an 8.5
percent overall capitalization rate is appropriate for the subject's 1998 net
income, which results in the following value indication:


- -------------------------------------------------------------------------------
                                      93

<PAGE>

                                                                INCOME APPROACH
- -------------------------------------------------------------------------------

$20,348,311 / .085 =                     $239,391,894

Rounded value by direct capitalization:  $240,000,000

INCOME APPROACH CONCLUSION
  The direct capitalization conclusion of $240,000,000 is 4.3 percent above
the discounted cash flow indication of $230,000,000. Each method is
appropriate for this category of asset. The subject rental rates are, on
average, generally consistent with market levels. An analysis of yields over
the first few years of a holding period are important considerations for REIT
buyers, who are an important component of the investment market for a property
of the subject's size and caliber. In light of the pricing (both in terms of
per-square-foot and capitalization rate) by Equity Office for an inferior
asset (item I-1) about six months prior to the date of value for this
appraisal, we concluded at the middle of the range indicated by the Income
Approach, or $235,000,000 for the subject property.




- -------------------------------------------------------------------------------
                                      94

<PAGE>

                                        RECONCILIATION AND FINAL VALUE ESTIMATE
- -------------------------------------------------------------------------------


  The indicated value conclusions for the property are:

            Cost Approach:              $337,000,000
            Sales Comparison Approach:  $255,000,000
            Income Approach:            $235,000,000

  The three indications of value ranged considerably from $235,000,000 to
$337,000,000, with the highest value indication corresponding to the Cost
Approach. The two value indications from the Sales Comparison and Income
Approaches were in a tighter range of 8.5 percent, or from $235,000,000 to
$255,000,000.

  The significant "spread" between current market rents and "replacement cost"
rents in the downtown market represents the primary reason for the
inconsistent indication from the Cost Approach. Investors in CBD office
buildings derive a level of "comfort" from acquisitions in CBD markets based
on a significant discounts to replacement cost. The Cost Approach is not
otherwise meaningful as an indication of value for the property, and the
spread in value indications is attributable to economic obsolescence from
market conditions.

  The Sales Comparison and Income Approach indications of value ranged from
$235,000,000 to $255,000,000, or by 8.5 percent. The Income Approach provided
the lowest indication of value, and the implied per-square-foot value based on
the $235,000,000 conclusion in this approach equals approximately $175. This
per-square-foot figure compares with the recent sale of an inferior asset, 550
South Hope Street, at $176 per-square-foot. This sale, in our opinion,
"brackets" the low end of the range in potential value for the subject
property. The subject's leasing profile, which includes long-term "flat"
leases for two major tenants occupying 35 percent of the total area, limits
the cash flow upside for an investor. We relied on the Income Approach, which
most accurately measures and quantifies value for an asset of this caliber.

  Based on the analysis and data contained in this appraisal, we concluded the
subject property had a market value, as of February 27, 1998, of:

                    TWO HUNDRED THIRTY FIVE MILLION DOLLARS
                                  $235,000,000

- -------------------------------------------------------------------------------
                                      95

<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 

- -------------------------------------------------------------------------------
                                      96

<PAGE>

                                            ASSUMPTIONS AND LIMITING CONDITIONS
- -------------------------------------------------------------------------------

    other governmental consents have been or can be obtained and renewed for
    any use on which the value estimates 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 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.


- -------------------------------------------------------------------------------
                                      97

<PAGE>

                                                    CERTIFICATIONS OF APPRAISAL
- -------------------------------------------------------------------------------


1.  James W. Myers, 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 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 Foundation.
   
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, MAI      /s/ Miles Loo Jr.
- --------------------------   ---------------------------
James W. Myers, MAI          Miles Loo Jr.
Senior Director              Associate Appraiser
Valuation Advisory Services

- -------------------------------------------------------------------------------
                                      98

<PAGE>

Wells Fargo Center - Phase - 1

[Photo omitted]

<PAGE>


[Photo omitted]


<PAGE>

                                                PHOTOGRAPHS OF SUBJECT PROPERTY
- -------------------------------------------------------------------------------




[Photo omitted]







Northeasterly view of the subject property



<PAGE>

                                                PHOTOGRAPHS OF SUBJECT PROPERTY
- -------------------------------------------------------------------------------


[Photo omitted]





view of Hope and 3rd Streets from subject roof






[Photo omitted]





View of Grand Street from subject roof


<PAGE>

                                                PHOTOGRAPHS OF SUBJECT PROPERTY
- -------------------------------------------------------------------------------


[Photo omitted]




Easterly view of retail entry way along Hope Street



[Photo omitted]



View of atrium in retail area



<PAGE>

                                                PHOTOGRAPHS OF SUBJECT PROPERTY
- -------------------------------------------------------------------------------



[Photo omitted]





View of the Wells Fargo Museum on plaza level

<PAGE>

                                                PHOTOGRAPHS OF SUBJECT PROPERTY
- -------------------------------------------------------------------------------



[Photo omitted]




View of common area between Phase I and Phase II towers




[Photo omitted]




View of lobby area



<PAGE>

                                                PHOTOGRAPHS OF SUBJECT PROPERTY
- -------------------------------------------------------------------------------


[Photo omitted]




View of the dining area of the City Club on the 54th Floor




[Photo omitted]




Typical view of a vacant floor


<PAGE>

                                                PHOTOGRAPHS OF SUBJECT PROPERTY
- -------------------------------------------------------------------------------


[Photo omitted]





View of a interior staircase in multiple floor suite


<PAGE>

                                                PHOTOGRAPHS OF SUBJECT PROPERTY
- -------------------------------------------------------------------------------


[Photo omitted]




Northerly view along Hope Street;
subject is to the right



[Photo omitted]




Southerly view along Hope Street;
subject is to the left of photograph




<PAGE>

                                                PHOTOGRAPHS OF SUBJECT PROPERTY
- -------------------------------------------------------------------------------


[Photo omitted]



Northerly view along Grand Avenue;
subject is to the left



[Photo omitted]




Southerly view along Grand Avenue;
subject is to the right of photograph


<PAGE>

                                                PHOTOGRAPHS OF SUBJECT PROPERTY
- -------------------------------------------------------------------------------



[Photo omitted]



Northerly view along Grand Avenue;
subject is to the left




[Photo omitted]




Southerly view along Grand Avenue;
subject is to the right of photograph



<PAGE>

                                                PHOTOGRAPHS OF SUBJECT PROPERTY
- -------------------------------------------------------------------------------



[Photo omitted]



Northwesterly view of the subject property


<PAGE>

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



















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

                                      99
<PAGE>

EXHIBIT A



LEGAL DESCRIPTION PHASE I LAND

DESCRIPTION:

"LOT 6 OF TRACT NO. 30780. IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES,
STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 912 PAGE 39 TO 45 (INCLUSIVE)
OF MAPSA IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPTING THAT PORTION OF SAID LAND DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT IN THE SOUTHEASTERLY LINE OF SAID LOT 6 THAT IS DISTANT
THEREON NORTH 37 DEGREES 50 MINUTES 12 SECONDS EAST, 6.16 FEET FROM THE MOST
SOUTHERLY CORNER OF SAID LOT 6; THENCE ALONG SAID SOUTHEASTERLY LINE, SOUTH
37 DEGREES 50 MINUTES 12 SECONDS WEST 6.16 FEET TO SAID MOST SOUTHERLY
CORNER; THENCE ALONG THE SOUTHWESTERLY LINE OF SAID LOT 6, NORTH 52 DEGREES 9
MINUTES 40 SECONDS WEST, 317.76 FEET TO THE MOST WESTERLY CORNER OF SAID LOT
6; THENCE ALONG THE NORTHESTERLY LINE OF SAID LOT 6, NORTH 41 DEGREES 32
MINUTES 58 SECONDS EAST 6.17 FEET; THENCE LEAVING SAID NORTHWESTERLY LINE
SOUTH 52 DEGREES 9 MINUTES 48 SECONDS EAST 30.94 FEET; THENCE SOUTH 37
DEGREES 50 MINUTES 12 SECONDS WEST 2.00 FEET; THENCE SOUTH 52 DEGREES 9
MINUTES 48 SECONDS EAST 95.885 FEET; THENCE SOUTH 7 DEGREES 9 MINUTES 48
SECONDS EAST 2.45 FEET; THENCE SOUTH 52 DEGREES 9 MINUTES 48 SECONDS EAST
0.77 FEET; THENCE NORTH 82 DEGREES 50 MINUTES 12 SECONDS EAST 2.45 FEET;
THENCE SOUTH 52 DEGREES 9 MINUTES 48 SECONDS EAST 95.885 FEET; THENCE NORTH 37
DEGREES 50 MINUTES 12 SECONDS EAST 2.00 FEET; THENCE SOUTH 52 DEGREES 9
MINUTES 48 SECONDS EAST 90.42 FEET TO THE POINT OF BEGINNING.

ALSO, "EXCEPTING FROM THAT PORTION OF SAID LAND INCLUDED WITHIN THE LINES OF
THAT CERTAIN STRIP SHOWN ON SHEET 7 OF THE MAP OF SAID TRACT NO. 30780 AS
EASEMENT TO CITY OF LOS ANGELES FOR STREET PURPOSES ABOVE PLANE. SEE SHEET 4
FOR TYPICAL SECTION AND PROFILE OF PLANE, ALL RIGHT, TITLE AND INTEREST
CONVEYED AND/OR DEDICATED TO THE CITY OF LOS ANGELES, BY AND ON THE MAP OF
SAID TRACT NO. 30780.

"ALSO EXCEPTING FROM ALL PUBLIC STREETS, HIGHWAYS OR OTHER PUBLIC WAYS
ADJOINING SAID LOT 6 ALL RIGHT, TITLE AND INTEREST CONVEYED TO THE CITY OF
LOS ANGELES, BY THE MAP OF SAID TRACT NO. 30780.

"ALSO EXCEPTING FROM ALL OF THE ABOVE DESCRIBED LAND, ALL OIL, GAS, AND
OTHER MINERAL SUBSTANCES, TOGETHER WITH THE RIGHT TO EXTRACT SUCH SUBSTANCES,
PROVIDED THAT THE SURFACE OPENING OF A WELL, HOLE, SHAFT OR OTHER MEANS OF
REACHING OR MOVING SUCH SUBSTANCES SHALL NOT BE LOCATED WITHIN THE BUNKER HILL
URBAN RENEWAL PROJECT AREAS; AS RECORDED IN BOOK M-335 PAGE 106; OFFICIAL
RECORDS, AND SHALL NOT PENETRATE ANY PART OR PORTION OF SAID PROJECT AREA
WIDTHIN 500 FEET OF THE SURFACE THEREOF, AS RESERVED IN VARIOUS DEEDS OF
RECORD, AMONG THEM BEING THE DEED RECORDED [ILLEGIBLE], 20, 1966, IN BOOK
D-3311 PAGE 794, OFFICIAL RECORDS.

<PAGE>


                             INCOME/EXPENSE BUDGET
                          CROCKER PROPERTIES - PHASE 1
                                GENERAL ACCOUNT


                                                                        PAGE 01
                                                                  Accrual Basis
                                                                  Year-end adj.
<TABLE>
<CAPTION>
                                                      1 MONTH ENDED 12/31/97
                                                      ----------------------
                                               ACTUAL         BUDGET     VARIANCE    %
                                                A             B         C=B-A      D=C/B
                                        -------------  -------------   ---------- ----------
<S>    <C>                              <C>           <C>             <C>         <C>
        INCOME
400000    OFFICE RENTALS
400100      BASE RENT                    1,760,025.06   1,761,313.00     1,287.94    0.1U
400300      OVERSTANDARD PROP TAX           37,727.18      40,407.00     2,679.82    6.6U
400400      STORAGE                         23,279.44      22,634.00       645.44    2.9
400800      RENT RELIEF                     (8,855.42)     (2,541.00)    6,314.42  248.5U
400900    OFFICE RENTALS                 1,812,176.26   1,821,813.00     9,636.74    0.5U

401000    RETAIL RENTALS
401100      BASE RENT                      159,618.18     162,889.00     3,270.82    2.0U
401200      PERCENTAGE RENT                  3,755.57       4,615.00       859.43   18.6U
401400      OVERSTANDARD PROP TAX            3,956.96       3,994.00        37.04    0.9U
401900      RENT RELIEF                     (1,210.61)       (579.00)      631.61  109.1U
402000    RETAIL RENTALS                   166,120.10     170,919.00     4,798.90    2.8U

403000    OPER. & PROP. TAX ESCALATIONS
403100      OFFICE ESCALATIONS             172,830.99     678,686.00   505,855.01   74.5U
403150      RETAIL ESCALATIONS              19,036.49      16,539.00     2,497.49   15.1
403200    OPER. & PROP. TAX ESCALATIONS    191,867.48     695,225.00   503,357.52   72.4U

404000    SUNDAY REVENUE
404100      ELECTRICAL                       2,819.88         712.00     2,107.88  296.1
404125      ELECTRICAL - EXP.                 (845.00)       (603.00)      242.00   40.1U
404200      SIGNS                              285.00         188.00        97.00   51.6
404225      SIGNS - EXP.                      (123.00)       (162.00)       39.00   24.1
404300      KEYS                             1,003.84       2,000.00       996.16   49.8U
404325      KEYS - EXP.                       (807.00)     (1,000.00)      193.00   19.3
404400      ACCESS CARDS                         0.00         489.00       489.00  100.0U
</TABLE>

<TABLE>
<CAPTION>
                                                      12 MONTHS ENDED 12/31/97
                                                      ------------------------
                                                 ACTUAL          BUDGET    VARIANCE    %
                                                 E              F        G=F-E        H=G/F
                                       --------------------------------------------------------
<S>    <C>                             <C>             <C>            <C>          <C>
        INCOME
400000    OFFICE RENTALS
400100      BASE RENT                    21,908,026.90   21,982,024.00    73,997.10    0.3U
400300      OVERSTANDARD PROP TAX           472,582.27      484,895.00    12,312.73    2.5U
400400      STORAGE                         289,994.76      271,608.00    18,386.76    6.8
400800      RENT RELIEF                    (350,076.50)    (191,222.00)  158,854.50   83.1U
400900    OFFICE RENTALS                 22,320,527.43   22,547,305.00   226,777.57    1.0U

401000    RETAIL RENTALS
401100      BASE RENT                     1,900,463.99    1,955,831.00    55,367.01    2.8U
401200      PERCENTAGE RENT                 100,555.17       55,835.00    44,720.17   80.1
401400      OVERSTANDARD PROP TAX            47,530.33       47,917.00       386.67    0.8U
401900      RENT RELIEF                     (23,924.97)      (7,003.00)   16,921.97  241.6U
402000    RETAIL RENTALS                  2,024,624.52    2,052,580.00    27,955.48    1.4U

403000    OPER. & PROP. TAX ESCALATIONS
403100      OFFICE ESCALATIONS            7,566,871.53    8,068,604.00   501,732.47    6.2U
403150      RETAIL ESCALATIONS              221,912.14      198,660.00    23,252.14   11.7
403200    OPER. & PROP. TAX ESCALATIONS   7,788,783.67    8,267,264.00   478,480.33    5.8U

404000    SUNDAY REVENUE
404100      ELECTRICAL                       41,001.66        8,500.00    32,501.66  382.4
404125      ELECTRICAL - EXP.               (10,548.00)      (7,225.00)    3,323.00   46.0U
404200      SIGNS                             3,884.80        2,300.00     1,584.80   68.9
404225      SIGNS - EXP.                     (3,100.00)      (1,955.00)    1,145.00   58.6U
404300      KEYS                             34,290.47       24,000.00    10,290.47   42.9
404325      KEYS - EXP.                     (29,395.02)     (12,000.00)   17,395.02  145.0U
404400      ACCESS CARDS                          0.00        5,824.00     5,824.00  100.0U

       U = Unfavorable
</TABLE>

<PAGE>

                             INCOME/EXPENSE BUDGET
                          CROCKER PROPERTIES - PHASE 1
                                GENERAL ACCOUNT


                                                                        PAGE 02
                                                                  Accrual Basis
                                                                  Year-end adj.
<TABLE>
<CAPTION>
                                                      1 MONTH ENDED 12/31/97
                                                      ----------------------
                                               ACTUAL         BUDGET     VARIANCE    %
                                                A             B         C=B-A      D=C/B
                                        -------------  -------------   ---------- ----------
<S>    <C>                              <C>           <C>             <C>         <C>
404425      ACCESS CARDS - EXP.                    0.00        (196.00)      196.00  100.0
404700      MISCELLANEOUS SUNDRIES               312.68       1,700.00     1,387.32   81.6U
404725      MISCELLANEOUS SUNDRIES-EXP.         (566.47)     (1,445.00)      878.53   60.8
404800      ENGINEERING/MAINTENANCE            1,693.95       2,750.00     1,056.05   38.4U
404825      ENGINEERING/MAINTENANCE - EXP     (1,631.06)     (1,925.00)      293.94   15.3
405000      LATE FEES                          1,208.94           0.00     1,208.94  -----
405300      AIR CONDITIONING                 100,184.94      80,000.00    20,184.94   25.2
405325      AIR CONDITIONING - EXP.          (42,242.00)    (40,000.00)    2,242.00    5.6U
405400      SECURITY SERVICE                   4,120.00           0.00     4,120.00  -----
405500      JANITORIAL SERVICE                 8,738.18      12,500.00     3,761.82   30.1U
405525      JANITORIAL SERVICE - EXP.         (8,465.51)     (8,125.00)      340.51    4.2U
405600      GENERAL BUILDING                   4,917.00       5,000.00        83.00    1.7U
405625      GENERAL BUILDING - EXP.           (3,645.86)     (4,250.00)      604.14   14.2
405700      UTILITIES                          5,127.90       8,063.00     2,935.10   36.4U
405725      UTILITIES - EXP.                  (4,816.27)     (6,853.00)    2,036.73   29.7
405998    SUNDAY REVENUE                      67,270.14      48,843.00    18,427.14   37.7

405999    PARKING INCOME
406100      PARKING INCOME                   392,538.05     400,420.00     7,881.95    2.0U
406150    PARKING INCOME                     392,538.05     400,420.00     7,881.95    2.0U

406175    OTHER REVENUE
406200      INTEREST INCOME                   72,029.03      54,800.00    17,229.03   31.4
406700      OTHER INCOME                      43,818.15     168,074.00   124,255.85   73.9U
406900    OTHER REVENUE                      115,847.18     222,874.00   107,026.82   48.0U

        TOTAL INCOME                       2,745,819.21   3,360,094.00   614,274.79   18.3U
</TABLE>

<TABLE>
<CAPTION>
                                                         12 MONTHS ENDED 12/31/97
                                                         ------------------------
                                                   ACTUAL          BUDGET       VARIANCE    %
                                                   E              F          G=F-E        H=G/F
                                           -------------------------------------------------------
<S>      <C>                             <C>              <C>            <C>            <C>
404425      ACCESS CARDS - EXP.                     0.00       (2,330.00)      2,330.00  100.0
404700      MISCELLANEOUS SUNDRIES             16,792.01       20,400.00       3,607.99   17.7U
404725      MISCELLANEOUS SUNDRIES-EXP.       (18,905.02)     (17,340.00)      1,565.02    9.0U
404800      ENGINEERING/MAINTENANCE            49,189.65       33,000.00      16,189.65   49.1
404825      ENGINEERING/MAINTENANCE - EXP     (37,469.12)     (23,100.00)     14,369.12   62.2U
405000      LATE FEES                           7,137.91            0.00       7,137.91  -----
405300      AIR CONDITIONING                1,445,370.97    1,250,000.00     195,370.97   15.6
405325      AIR CONDITIONING - EXP.          (615,618.00)    (573,800.00)     41,818.00    7.3U
405400      SECURITY SERVICE                   76,508.31            0.00      76,508.31  -----
405500      JANITORIAL SERVICE                110,663.41      150,000.00      39,336.59   26.2U
405525      JANITORIAL SERVICE - EXP.        (102,289.77)     (97,500.00)      4,789.77    4.9U
405600      GENERAL BUILDING                   80,220.81       60,000.00      20,220.81   33.7
405625      GENERAL BUILDING - EXP.          (118,173.60)     (51,000.00)     67,173.60  131.7U
405700      UTILITIES                          65,501.02       96,800.00      31,298.98   32.3U
405725      UTILITIES - EXP.                  (57,493.75)     (82,280.00)     24,786.25   30.1
405998    SUNDAY REVENUE                      937,568.74      782,294.00     155,274.74   19.9

405999    PARKING INCOME
406100      PARKING INCOME                  4,988,346.41    4,835,471.00     152,875.41    3.2
406150    PARKING INCOME                    4,988,346.41    4,835,471.00     152,875.41    3.2

406175    OTHER REVENUE
406200      INTEREST INCOME                   660,041.91      657,600.00       2,441.91    0.4
406700      OTHER INCOME                      943,514.50    2,016,800.00   1,073,285.50   53.2U
406900    OTHER REVENUE                     1,603,556.41    2,674,400.00   1,070,843.59   40.0U

        TOTAL INCOME                       39,663,407.18   41,159,314.00   1,495,906.82    3.6U
</TABLE>
<PAGE>

                             INCOME/EXPENSE BUDGET
                          CROCKER PROPERTIES - PHASE 1
                                GENERAL ACCOUNT


                                                                        PAGE 03
                                                                  Accrual Basis
                                                                  Year-end adj.
<TABLE>
<CAPTION>
                                                      1 MONTH ENDED 12/31/97
                                                      ----------------------
                                               ACTUAL         BUDGET     VARIANCE    %
                                                A             B         C=B-A      D=C/B
                                        -------------  -------------   ---------- ----------
<S>    <C>                              <C>           <C>             <C>         <C>
        OPERATING EXPENSES
499950    ESCALATABLES
500000      CLEANING/JANITORIAL
500200        CONTRACT BLDG. CLEANING          116,500.31   118,723.00   2,222.69    1.9
500300        CONTRACT WINDOW CLEANING             420.00     5,000.00   4,580.00   91.6
500400        CONTRACT WASTE REMOVAL             7,056.95     4,719.00   2,337.95   49.5U
500500        SUPPLIES/MATERIALS-CLEAN          15,144.60    12,841.00   2,303.60   17.9U
500600        UNIFORMS - CLEANING                1,940.48     3,531.00   1,590.52   45.0
500610        PARKING CHARGES-CLEANING           2,476.32     2,480.00       3.68    0.2
500620        CLEANING-CUST. SERVICE PROGRAM    10,408.70     2,716.00   7,692.70  283.2U
500900      CLEANING/JANITORIAL                153,947.36   150,010.00   3,937.36    2.6U

501000      BLDG & GROUNDS - GEN MAINT
501200        CONTRACT EXTERM. SVCS.               250.00       815.00     565.00   69.3
501300        PLUMBING MATERIALS                     0.00     1,022.00   1,022.00  100.0
501500        CONTRACT LANDSCAPING SV           14,945.28     5,342.00   9,603.28  179.8U
501600        NONTENANT PAINTING/DECOR          (9,258.05)    6,497.00  15,755.05  242.5
501700        SUPPLIES/MATERIALS-BLDG.           3,793.07     1,540.00   2,253.07  146.3U
501800        PLUMBING REPAIRS                   1,949.81     2,520.00     570.19   22.6
501825        SPRINKLER, STANDPIPE, FIRE PUMP      268.54     1,233.00     964.46   78.2
501900        BUILDING REPAIRS                     110.00     6,153.00   6,043.00   98.2
502000        EXTERIOR REPAIRS                  10,586.61     2,213.00   8,373.61  378.4U
502100        COMMUNICATIONS                     2,596.74     1,891.00     705.74   37.3U
502200        METAL MAINTENANCE                  8,378.16     5,082.00   3,296.16   64.9U
502225        DOCK                                 308.00       603.00     295.00   48.9
502500        DIRECTORY SIGNS                      (26.53)      285.00     311.53  109.3
502600        FILTERS                                0.00     1,133.00   1,133.00  100.0
502650        BANNERS AND FLAGS                    219.47         0.00     219.47  -----U
</TABLE>

<TABLE>
<CAPTION>
                                                            12 MONTHS ENDED 12/31/97
                                                            ------------------------
                                                   ACTUAL        BUDGET    VARIANCE   %
                                                      E            F        G=F-E       H=G/F
                                           ----------------------------------------------------
<S>     <C>                                <C>              <C>           <C>       <C>
        OPERATING EXPENSES
499950    ESCALATABLES
500000      CLEANING/JANITORIAL
500200        CONTRACT BLDG. CLEANING          1,279,976.42   1,343,700.00   63,723.58    4.7
500300        CONTRACT WINDOW CLEANING            49,522.00      60,000.00   10,478.00   17.5
500400        CONTRACT WASTE REMOVAL              61,547.29      56,650.00    4,897.29    8.6U
500500        SUPPLIES/MATERIALS-CLEAN           158,437.45     154,070.00    4,367.45    2.8U
500600        UNIFORMS - CLEANING                 31,938.62      42,372.00   10,433.38   24.6
500610        PARKING CHARGES-CLEANING             9,880.64      29,716.00   19,835.36   66.8
500620        CLEANING-CUST. SERVICE PROGRAM      17,460.71      32,592.00   15,131.29   46.4
500900      CLEANING/JANITORIAL                1,608,763.13   1,719,100.00  110,336.87    6.4

501000      BLDG & GROUNDS - GEN MAINT
501200        CONTRACT EXTERM. SVCS.               9,042.00       9,780.00      738.00    7.6
501300        PLUMBING MATERIALS                   5,084.14      12,264.00    7,179.86   58.5
501500        CONTRACT LANDSCAPING SV             65,376.86      64,137.00    1,239.86    1.9U
501600        NONTENANT PAINTING/DECOR            86,589.75      77,168.00    9,421.75   12.2U
501700        SUPPLIES/MATERIALS-BLDG.            25,942.92      18,480.00    7,462.92   40.4U
501800        PLUMBING REPAIRS                    27,043.51      30,240.00    3,196.49   10.6
501825        SPRINKLER, STANDPIPE, FIRE PUMP      5,605.84      14,840.00    9,234.16   62.2
501900        BUILDING REPAIRS                    33,266.84      73,880.00   40,613.16   55.0
502000        EXTERIOR REPAIRS                    47,185.04      26,600.00   20,585.04   77.4U
502100        COMMUNICATIONS                      33,935.68      22,747.00   11,188.68   49.2U
502200        METAL MAINTENANCE                   64,802.80      60,984.00    3,818.80    6.3U
502225        DOCK                                 6,473.05       7,280.00      806.95   11.1
502500        DIRECTORY SIGNS                      9,033.82       3,365.00    5,668.82  168.5U
502600        FILTERS                             12,836.55      13,552.00      715.45    5.3
502650        BANNERS AND FLAGS                   12,247.36      14,811.00    2,563.64   17.3
</TABLE>

U=Unfavorable

<PAGE>


                             INCOME/EXPENSE BUDGET
                          CROCKER PROPERTIES - PHASE 1
                                GENERAL ACCOUNT


                                                                        PAGE 04
                                                                  Accrual Basis
                                                                  Year-end adj.
<TABLE>
<CAPTION>
                                                      1 MONTH ENDED 12/31/97
                                                      ----------------------
                                               ACTUAL         BUDGET     VARIANCE    %
                                                A             B         C=B-A      D=C/B
                                        -------------  -------------   ---------- ----------
<S>    <C>                              <C>           <C>             <C>         <C>
02700    PLUMBING SUPPLIES                 1,891.34        132.00     1,759.34    -----U    
02800    LOCK REPAIR                        (150.13)       507.00       657.13    129.6
02825    CITY/STATE CODE PERMITS               0.00          0.00         0.00    -----
02900  BLDG. & GROUNDS - GEN. MAINT.      35,862.31     36,968.00     1,105.69      3.0
                                                                                
03000  HVAC MAINT. & REPAIRS                                                    
03100    CONTRACT ENGINEERING             99,457.67     66,050.00    33,407.67     50.6U
03110    UNIFORMS-CONTRACT ENGINEERING       412.55      1,261.00       848.45     67.3
03120    PARKING CHARGES-CONTRACT ENGR.    2,236.08      2,116.00       120.08      5.7U
03130    ENGINEERING-CUST. SERVICE 
           PROGRAM                         6,621.69        644.00     5,977.69    928.2U
03200    AIR CONDITIONING REPAIRS         46,628.33      8,933.00    37,695.33    422.0U
03300    SUPPLIES MATERIALS - HVAC         4,999.57      3,123.00     1,876.57     60.1U
03400    WATER TREATMENT                     931.33      2,520.00     1,588.67     63.0
03500    MECHANICAL COMPUTER MAIN          4,970.84          0.00     4,970.84    -----U
03900  HVAC MAINT. & REPAIRS             166,258.06     84,647.00    81,611.06     96.4U
                                                                                
04000  ELEVATOR MAINT. & REPAIRS                                                
04100    CONTRACT ELEVATOR SVCS.          34,452.24     35,112.00       659.76      1.9
04300    ELEVATOR REPAIRS                 22,522.11      1,991.00    20,531.11    -----U
04400  ELEVATOR MAIN. & REPAIR            56,974.35     37,103.00    19,871.35     53.6U
                                                                                
04500  ELECTRICAL MAINT. - REPAIRS                                              
04600    ELECTRICAL REPAIRS                4,853.49      2,534.00     2,319.49     91.5U
04610    ELECTRICAL SUPPLIES               1,222.84        616.00       606.84     98.5U
04800    RELAMPING                             0.00        435.00       435.00    100.0
04810    LAMP REPLACEMENT                    936.55      1,022.00        85.45      8.4
04900  ELECTRICAL MAIN. - REPAIRS          7,012.80      4,607.00     2,405.88     52.2U
</TABLE>                                                                        
                                       
<TABLE>
<CAPTION>
                                                     12 MONTHS ENDED 12/31/97
                                                     ------------------------
                                             ACTUAL        BUDGET     VARIANCE      %
                                               E             F         G=F-E      H=G/F
                                          -------------------------------------------------
<S>     <C>                                <C>           <C>           <C>       <C>
02700    PLUMBING SUPPLIES                  5,933.24       1,540.00    4,393.24   285.3U
02800    LOCK REPAIR                        1,757.20       6,040.00    4,282.80    70.9
02825    CITY/STATE CODE PERMITS              280.00      12,800.00   12,520.00    97.8
02900  BLDG. & GROUNDS - GEN. MAINT.      452,436.60     470,508.00   18,071.40     3.8

03000  HVAC MAINT. & REPAIRS
03100    CONTRACT ENGINEERING             787,121.38     837,680.00   50,558.62     6.0
03110    UNIFORMS-CONTRACT ENGINEERING       (805.89)     15,176.00   15,981.89   105.3
03120    PARKING CHARGES-CONTRACT ENGR.    25,551.54      25,392.00      159.54     0.6U
03130    ENGINEERING-CUST. SERVICE 
           PROGRAM                          8,970.21       7,728.00    1,242.21    16.1U
03200    AIR CONDITIONING REPAIRS          98,558.14     107,240.00    8,681.86     8.1
03300    SUPPLIES MATERIALS - HVAC         33,334.13      37,520.00    4,185.87    11.2
03400    WATER TREATMENT                   17,214.67      30,240.00   13,025.33    43.1
03500    MECHANICAL COMPUTER MAIN           6,581.68       4,984.00    1,597.68    32.1U
03900  HVAC MAINT. & REPAIRS              976,525.06   1,065,960.00   89,434.14     8.4

04000  ELEVATOR MAINT. & REPAIRS
04100    CONTRACT ELEVATOR SVCS.          409,429.88     413,734.00    4,304.12     1.0
04300    ELEVATOR REPAIRS                  29,111.03      23,925.00    5,186.03    21.7U
04400  ELEVATOR MAIN. & REPAIR            438,540.91     437,659.00      881.91     0.2U

04500  ELECTRICAL MAINT. - REPAIRS
04600    ELECTRICAL REPAIRS                21,428.20      30,320.00    8,891.80    29.3
04610    ELECTRICAL SUPPLIES                7,806.45       7,392.00      414.45     5.6U
04800    RELAMPING                          9,739.91       5,264.00    4,475.91    85.0U
04810    LAMP REPLACEMENT                  25,592.65      12,264.00   13,328.65   108.7U
04900  ELECTRICAL MAIN. - REPAIRS          64,567.21      55,240.00    9,327.21    16.9U
</TABLE>

U=Unfavorable

<PAGE>


                             INCOME/EXPENSE BUDGET
                          CROCKER PROPERTIES - PHASE 1
                                GENERAL ACCOUNT


                                                                        PAGE 05
                                                                  Accrual Basis
                                                                  Year-end adj.
<TABLE>
<CAPTION>
                                                      1 MONTH ENDED 12/31/97
                                                      ----------------------
                                               ACTUAL         BUDGET     VARIANCE    %
                                                A             B         C=B-A      D=C/B
                                        -------------  -------------   ---------- ----------
<S>    <C>                              <C>           <C>             <C>         <C>
505000  UTILITIES
505100    ELECTRICITY                     187,840.53    209,047.00     21,206.47      10.1            
505200    GAS                                   0.00      1,120.00      1,120.00     100.0
505250    DIESEL FUEL                         626.15          0.00        626.15     -----U
505600    WATER                             4,339.59      8,000.00      3,660.41      45.8
505900  UTILITIES                         192,806.27    218,167.00     25,360.73      11.6
                                                                                   
506000  SECURITY/LIFE SAFETY                                                       
506200    CONTRACT SECURITY SVCS.           39,509.50    43,524.00      4,014.50       9.2
506400    SEC-SPPLS/MATRLS & REPAIR         18,449.48     3,141.00     15,308.48     487.4U
506500    UNIFORMS-SECURITY                  5,084.01     3,138.00      1,946.01      62.0U
506550    PARKING CHARGES-SECURITY             139.58     4,747.00      4,607.42      97.1
506560    SECURITY-CUST. SERVICE PROGRAM     6,585.17     1,344.00      5,241.17     390.0U
506600    FIRE/LIFE SAFETY                   6,214.88    10,591.00      4,376.12      41.3
506800    MUNICIPAL FEES                    12,303.69     2,218.00     10,085.69     454.7U
506810    CITY/STATE TESTING &CERT          10,500.78     3,780.00      6,720.78     177.8U
506811   SECURITY/LIFE SAFETY               98,787.09    72,483.00     26,304.09      36.3U
                                                                                   
508000  ADMINISTRATION                                                             
508100    WAGES & SALARIES                  (7,760.95)   33,427.00     41,187.95     123.2
508200    PAYROLL TAXES & BENEFITS          (8,188.93)    6,690.00     14,878.93     222.4
508300    MANAGEMENT FEES                   71,849.87    85,620.00     13,770.13      16.1
508400    BOOKKEEPING EXPENSE                  130.63       100.00         30.63      30.6U
508500    TELEPHONE/ANSWERING SVCS.          4,816.04     3,854.00        962.04      25.0U
508600    DUES/SUBSCRIPTIONS                    96.21       240.00        143.79      59.9
508700    POSTAGE                                0.00        83.00         83.00     100.0
508800    TRAVEL & ENTERTAINMENT               500.38       743.00        242.62      32.7
508900    EQUIPMENT RENTAL                   1,298.24     1,873.00        574.76      30.7
</TABLE>                                                                        


<TABLE>
<CAPTION>
                                                      12 MONTHS ENDED 12/31/97
                                                      ------------------------
                                                ACTUAL         BUDGET   VARIANCE      %
                                                  E             F        G=F-E      H=G/F
                                          --------------------------------------------------
<S>     <C>                                <C>           <C>           <C>       <C>
505000  UTILITIES
505100    ELECTRICITY                      2,623,184.36  2,694,590.00   71,405.64     2.7
505200    GAS                                      0.00      3,360.00    3,360.00   100.0
505250    DIESEL FUEL                            626.15      1,120.00      493.85    44.1
505600    WATER                              111,939.69    106,400.00    5,539.69     5.2U
505900  UTILITIES                          2,735,750.20  2,805,470.00   69,719.80     2.5

506000  SECURITY/LIFE SAFETY
506200    CONTRACT SECURITY SVCS.            465,380.69    522,310.00   56,929.31    10.9
506400    SEC-SPPLS/MATRLS & REPAIR           50,804.35     37,670.00   13,134.35    34.9U
506500    UNIFORMS-SECURITY                   28,087.86     37,623.00    9,535.14    25.3
506550    PARKING CHARGES-SECURITY            45,407.52     56,986.00   11,578.48    20.3
506560    SECURITY-CUST. SERVICE PROGRAM      10,298.32     16,128.00    5,829.68    36.2
506600    FIRE/LIFE SAFETY                    83,582.28    127,147.00   43,564.72    34.3
506800    MUNICIPAL FEES                      26,148.57     26,572.00      423.43     1.6
506810    CITY/STATE TESTING &CERT            40,828.42     45,360.00    4,531.58    10.0
506811  SECURITY/LIFE SAFETY                 750,538.01    869,796.00  119,257.99    13.7

508000  ADMINISTRATION
508100    WAGES & SALARIES                   326,026.09    401,124.00   75,097.91    18.7
508200    PAYROLL TAXES & BENEFITS            27,988.02     80,225.00   52,236.98    65.1
508300    MANAGEMENT FEES                  1,036,026.89  1,050,726.00   14,699.11     1.4
508400    BOOKKEEPING EXPENSE                  1,930.58      1,200.00      730.58    60.9U
508500    TELEPHONE/ANSWERING SVCS.           49,349.93     46,204.00    3,145.93     6.8U
508600    DUES/SUBSCRIPTIONS                   1,567.77      2,880.00    1,312.23    45.6
508700    POSTAGE                                609.85        952.00      342.15    35.9
508800    TRAVEL & ENTERTAINMENT               3,777.87      8,960.00    5,182.13    57.8
508900    EQUIPMENT RENTAL                    24,826.45     22,509.00    2,317.45    10.3U
</TABLE>

U=Unfavorable

<PAGE>


                             INCOME/EXPENSE BUDGET
                          CROCKER PROPERTIES - PHASE 1
                                GENERAL ACCOUNT


                                                                        PAGE 06
                                                                  Accrual Basis
                                                                  Year-end adj.
<TABLE>
<CAPTION>
                                                      1 MONTH ENDED 12/31/97
                                                      ----------------------
                                               ACTUAL         BUDGET     VARIANCE    %
                                                A             B         C=B-A      D=C/B
                                        -------------  -------------   ---------- ----------
<S>    <C>                              <C>           <C>             <C>         <C>
   609000    SUPPLIES/MATERIALS - ADMIN.      533.89    1,372.00        838.11       61.1           
   609100    PRINTING & COPYING             1,480.80      956.00        524.80       54.9U
   609200    OFFICE RENT                    3,849.30    4,025.00        175.70        4.4
   609250    STORAGE RENT                   5,410.72    5,408.00          2.72        0.1U
   609275    FIRE TRAINING ROOM RENT        4,297.76    4,325.00         27.24        0.6
   609300    TEMPORARY HELP                     0.00      280.00        280.00      100.0
   609500    SEMINARS & TRAINING                0.00        0.00          0.00      -----
   609600    MISCELLANEOUS-ADMIN.           1,193.65    1,247.00         53.35        4.3
   609700    ADMIN. EQUIP. REPAIRS              0.00      267.00        267.00      100.0
   609750    ESCALATION FEES               10,500.00    9,975.00        525.00        5.3U
   609760    CONCIERGE SERVICE              3,045.76      967.00      2,078.76      215.0U
   609800    TRANSPORTATION SYST.MGMT.      2,948.96    1,031.00      1,917.96      186.0U
   609900  ADMINISTRATION                  96,002.33  162,483.00     66,480.67       40.9
                                                                                  
   600000  TAXES (OTHER THAN INCOME)                                              
   600100    REAL ESTATE TAXES            228,587.52  226,700.00      1,887.52        0.8U
   600300    FRANCHISE FEES                   250.00        0.00        250.00      -----U
   600600    OTHER FEES                         0.00        0.00          0.00      -----
   600700    PROPERTY TAX CONSULTING            0.00    3,787.00      3,787.00      100.0
   600900  TAXES (OTHER THAN INCOME)      228,837.52  230,487.00      1,649.48        0.7
                                                                                  
   601000  INSURANCE                                                              
   601100    PROPERTY INSURANCE           185,009.18  103,437.00     81,572.18       78.9U
   601200    LIABILITY INSURANCE           10,789.50   12,455.00      1,665.50       13.4
   601300    SELF-INSURED RETENTION           255.33    1,745.00      1,489.67       85.4
   601900  INSURANCE                      196,054.01  117,637.00     78,417.01       66.7U
</TABLE>                                                                      

<TABLE>
<CAPTION>
                                                    12 MONTHS ENDED 12/31/97
                                                    ------------------------
                                              ACTUAL         BUDGET      VARIANCE    %
                                              E             F        G=F-E         H=G/F
                                         -----------------------------------------------------
<S>     <C>                                <C>           <C>           <C>       <C>
609000    SUPPLIES/MATERIALS - ADMIN.       8,736.76      16,464.00     7,727.24    46.9
609100    PRINTING & COPYING               14,663.03      11,505.00     3,158.03    27.5U
609200    OFFICE RENT                      46,191.60      48,322.00     2,130.40     4.4
609250    STORAGE RENT                     64,207.28      64,929.00       721.72     1.1
609275    FIRE TRAINING ROOM RENT          51,573.12      51,966.00       392.88     0.8
609300    TEMPORARY HELP                      462.16         840.00       377.84    45.0
609500    SEMINARS & TRAINING                 484.40       1,568.00     1,083.60    69.1
609600    MISCELLANEOUS-ADMIN.             17,718.69      15,008.00     2,710.69    18.1U
609700    ADMIN. EQUIP. REPAIRS             3,018.07       3,248.00       229.93     7.1
609750    ESCALATION FEES                  10,500.00       9,975.00       525.00     5.3U
609760    CONCIERGE SERVICE                10,619.23      11,637.00     1,017.77     8.8
609800    TRANSPORTATION SYST.MGMT.         9,210.40      12,405.00     3,194.60    25.8
609900  ADMINISTRATION                  1,709,488.19   1,862,647.00   153,158.81     8.2

600000  TAXES (OTHER THAN INCOME)
600100    REAL ESTATE TAXES             2,693,040.35   2,694,000.00     1,040.35     0.0U
600300    FRANCHISE FEES                    1,050.00         800.00       250.00    31.3U
600600    OTHER FEES                       69,394.83      68,659.00       735.83     1.1U
600700    PROPERTY TAX CONSULTING           1,400.00      45,400.00    44,000.00    96.9
600900  TAXES (OTHER THAN INCOME)       2,766,885.18   2,808,859.00    41,973.82     1.56

601000  INSURANCE
601100    PROPERTY INSURANCE            1,157,110.50   1,241,244.00    84,133.50     6.8
601200    LIABILITY INSURANCE             134,119.30     149,460.00    15,340.70    10.3
601300    SELF-INSURED RETENTION            3,036.59      20,940.00    17,903.41    85.5
601900  INSURANCE                       1,294,266.39   1,411,644.00   117,377.61    8.3
</TABLE>

U=Unfavorable

<PAGE>

                             INCOME/EXPENSE BUDGET
                          CROCKER PROPERTIES - PHASE 1
                                GENERAL ACCOUNT


                                                                        PAGE 07
                                                                  Accrual Basis
                                                                  Year-end adj.
<TABLE>
<CAPTION>
                                                      1 MONTH ENDED 12/31/97
                                                      ----------------------
                                               ACTUAL         BUDGET     VARIANCE    %
                                                A             B         C=B-A      D=C/B
                                      -----------------------------------------------------
<S>    <C>                              <C>           <C>             <C>         <C>
602000    ON-SITE GARAGE
602010      ON-SITE GARAGE                   40,635.52      7,213.00   33,422.52  463.4U
602011    ON-SITE GARAGE                     40,635.52      7,213.00   33,422.52  463.4U

602012    OFF-SITE GARAGE
602013      OFF-SITE GARAGE                  41,456.70     27,262.00   14,194.70   52.1U
602014    OFF-SITE GARAGE                    41,456.70     27,262.00   14,194.70   52.1U

602015    ATRIUM
602016      ATRIUM                           52,445.19     29,978.00   22,467.19   75.0U
602017    ATRIUM                             52,445.19     29,978.00   22,467.19   75.0U

602100  ESCALATABLES                      1,367,079.59  1,179,045.00  188,034.59   16.0U

701000  NON-ESCALATABLES
701100    COURIER SERVICE                       325.41        112.00      213.41  190.5U
701200    DONATIONS                           1,000.00        377.00      623.00  165.3U
701400    NON-ESCALATABLE MANAGEMENT FEE      8,470.86      5,837.00    2,633.86   45.1U
701500    MISCELLANEOUS-NON-ESCALATABLE           0.00        112.00      112.00  100.0
701600    NON-ESC. TRAVEL & ENTERTAINMT           0.00         50.00       50.00  100.0
701900  NON-ESCALATABLES                      9,796.27      6,488.00    3,308.27   51.0U

702000  LEASING EXPENSE
702300    SPACE PLANNING PROPOSALS              292.50      3,038.0 0   2,745.50   90.4
702350    LEASING/ T.I. SERVICES             82,299.69     15,000.00   67,299.69  448.7U
702400    TRAVEL & ENTERTAINMENT                990.33        336.00      654.33  194.7U
702500    PUBLIC RELATIONS                        0.00        100.00      100.00  100.0
702700    MISCELLANEOUS                         298.28        100.00      198.28  198.3U
</TABLE>

<TABLE>
<CAPTION>
                                                        12 MONTHS ENDED 12/31/97
                                                        ------------------------
                                                  ACTUAL         BUDGET     VARIANCE     %
                                                  E             F        G=F-E         H=G/F
                                          --------------------------------------------------------
<S>     <C>                                <C>           <C>           <C>       <C>
602000    ON-SITE GARAGE
602010      ON-SITE GARAGE                   122,215.35      86,523.00    35,692.35    41.3U
602011    ON-SITE GARAGE                     122,215.35      86,523.00    35,692.35    41.3U

602012    OFF-SITE GARAGE
602013      OFF-SITE GARAGE                  336,401.68     327,100.00     9,301.68     2.8U
602014    OFF-SITE GARAGE                    336,401.68     327,100.00     9,301.68     2.8U

602015    ATRIUM
602016      ATRIUM                           383,485.25     359,780.00    23,705.25     6.6U
602017    ATRIUM                             383,485.25     359,780.00    23,705.25     6.6U

602100  ESCALATABLES                      13,639,863.96  14,280,286.00   640,422.04     4.5

701000  NON-ESCALATABLES
701100    COURIER SERVICE                      2,870.73       1,344.00     1,526.73   113.6U
701200    DONATIONS                            1,000.00       4,480.00     3,480.00    77.7
701400    NON-ESCALATABLE MANAGEMENT FEE      85,724.07      70,000.00    15,724.07    22.5U
701500    MISCELLANEOUS-NON-ESCALATABLE        2,516.01       1,344.00     1,172.01    87.2U
701600    NON-ESC. TRAVEL & ENTERTAINMT            0.00         600.00       600.00   100.0
701900  NON-ESCALATABLES                      92,110.81      77,768.00    14,342.81    18.4U

702000  LEASING EXPENSE
702300    SPACE PLANNING PROPOSALS            49,113.45      36,500.00    12,613.45    34.6U
702350    LEASING/ T.I. SERVICES             272,350.77     180,000.00    92,350.77    51.3U
702400    TRAVEL & ENTERTAINMENT              10,187.78       4,032.00     6,155.78   152.7U
702500    PUBLIC RELATIONS                         0.00       1,200.00     1,200.00   100.0
702700    MISCELLANEOUS                        1,972.98       1,200.00       772.98    64.4U
</TABLE>

U=Unfavorable



<PAGE>

                             INCOME/EXPENSE BUDGET
                          CROCKER PROPERTIES - PHASE 1
                                GENERAL ACCOUNT


                                                                        PAGE 08
                                                                  Accrual Basis
                                                                  Year-end adj.
<TABLE>
<CAPTION>
                                                      1 MONTH ENDED 12/31/97
                                                      ----------------------
                                               ACTUAL         BUDGET     VARIANCE    %
                                                A             B         C=B-A      D=C/B
                                        -------------  -------------   ---------- ----------
<S>    <C>                              <C>           <C>             <C>         <C>
702900    LEASING EXPENSES                    83,880.80     18,574.00   65,306.80  351.6U
703000    ADVERTISING & MARKETING
703200      PROMOTION                          4,747.68      8,960.00    4,212.32   47.0
703300      P.R. AGENCY                        6,859.83      2,057.00    4,802.83  233.5U
703400      SHUTTLE BUS                        3,926.45      2,391.00    1,535.45   64.2U
703500      COMMUNITY RELATIONS                    0.00        112.00      112.00  100.0
703600      ADVERTISING                            0.00        210.00      210.00  100.0
703900    ADVERTISING & MARKETING             15,533.96     13,730.00    1,803.96   13.1U

704000    PROFESSIONAL SERVICES
704100      LEGAL                              3,751.94      7,087.00    3,335.06   47.1
704200      TAX ACCTNG.SERVICES               18,800.00     21,378.00    2,578.00   12.1
704300      CONSULTANTS                        9,850.00      1,077.00    8,773.00  814.6U
704400      ACCOUNTING SERVICES               35,500.00     34,283.00    1,217.00    3.6U
704900    PROFESSIONAL SERVICES               67,901.94     63,825.00    4,076.94    6.4U

704910    PARKING
704915      OPERATING COST                     2,880.47     70,646.00   67,765.53   95.9
704917      MANAGEMENT FEES                    1,680.00      1,680.00        0.00    0.0
704922      UNIFORMS - PARKING                16,255.00      3,135.00   13,120.00  418.5U
704923      PARKING-CUST. SERVICE PROGRAM      9,871.22      2,072.00    7,799.22  376.4U
704930    PARKING                             30,686.69     77,533.00   46,846.31   60.4

       TOTAL OPERATING EXPENSES            1,574,879.25  1,359,195.00  215,684.25   15.9U

       NET OPERATING INCOME/LOSS           1,170,939.96  2,000,899.00  829,959.04   41.5U
</TABLE>


<TABLE>
<CAPTION>
                                                        12 MONTHS ENDED 12/31/97
                                                        ------------------------
                                                ACTUAL          BUDGET     VARIANCE      %
                                                   E              F        G=F-E        H=G/F
                                       ----------------- --------------- ------------ ---------
<S>     <C>                                <C>           <C>             <C>          <C>
702900    LEASING EXPENSES                    333,624.98      222,932.00   110,692.98    49.7U
703000    ADVERTISING & MARKETING
703200      PROMOTION                          14,721.92       15,596.00       874.08     5.6
703300      P.R. AGENCY                        20,456.67       24,640.00     4,183.33    17.0
703400      SHUTTLE BUS                        23,453.37       28,725.00     5,271.63    18.4
703500      COMMUNITY RELATIONS                 2,289.07        1,344.00       945.07    70.3U
703600      ADVERTISING                         4,082.40        1,512.00     2,570.40   170.0U
703900    ADVERTISING & MARKETING              65,003.43       71,817.00     6,813.57     9.57

704000    PROFESSIONAL SERVICES
704100      LEGAL                              28,298.67       85,000.00    56,701.33    66.7
704200      TAX ACCTNG.SERVICES                26,675.00       21,378.00     5,297.00    24.8U
704300      CONSULTANTS                        28,097.56       12,880.00    15,217.56   118.2U
704400      ACCOUNTING SERVICES                48,000.00       34,283.00    13,717.00    40.0U
704900    PROFESSIONAL SERVICES               131,071.23      153,541.00    22,469.77    14.6

704910    PARKING
704915      OPERATING COST                    809,342.82      908,648.00    99,305.18    10.9
704917      MANAGEMENT FEES                    19,880.00       20,160.00       280.00     1.4
704922      UNIFORMS - PARKING                 24,174.66       37,653.00    13,478.34    35.8
704923      PARKING-CUST. SERVICE PROGRAM      12,270.27       24,864.00    12,593.73    50.7
704930    PARKING                             865,667.75      991,325.00   125,657.25    12.7

       TOTAL OPERATING EXPENSES            15,127,342.16   15,797,669.00   670,326.84     4.2

       NET OPERATING INCOME/LOSS           24,536,065.02   25,361,645.00   825,579.98     3.3U
</TABLE>

U=Unfavorable

<PAGE>
                             INCOME/EXPENSE BUDGET
                          CROCKER PROPERTIES - PHASE 1
                                GENERAL ACCOUNT


                                                                        PAGE 09
                                                                  Accrual Basis
                                                                  Year-end adj.
<TABLE>
<CAPTION>
                                                      1 MONTH ENDED 12/31/97
                                                      ----------------------
                                               ACTUAL         BUDGET     VARIANCE    %
                                                A             B         C=B-A      D=C/B
                                        -------------  -------------   ---------- ----------
<S>    <C>                              <C>           <C>             <C>         <C>
        OTHER EXPENSES
705000    FINANCING EXPENSES
705200      INTEREST NOTES PAYABLE            41,791.47      41,791.00        0.47    0.0U
705300      INTEREST-WELLS FARGO MTG LOAN    556,644.67     557,322.00      677.33    0.1
705400      INTEREST-METROP. MTG LOAN        556,641.71     557,323.00      681.29    0.1
706600      COMMERCIAL PAPER INTEREST           (500.00)          0.00      500.00  -----
706660      OTHER FINANCING EXPENSES             500.00           0.00      500.00  -----U
706900    FINANCING EXPENSES               1,155,077.85   1,156,436.00    1,358.15    0.1

707000    DEPRECIATION EXPENSE
707700      GENERAL DEPRECIATION EXP.        511,260.69     503,245.00    8,015.69    1.6U
707900    DEPRECIATION EXPENSE               511,260.69     503,245.00    8,015.69    1.6U

708000    AMORTIZATION EXPENSE
708600      GENERAL AMORTIZATION EXP.         32,408.57      42,521.00   10,112.43   23.8
708900    AMORTIZATION EXPENSE                32,408.57      42,521.00   10,112.43   23.8

708910    FASB RENT ADJUSTMENT
708915      FASB OFFICE RENT ADJUSTMENT       44,885.00           0.00   44,885.00  -----U
708920    TOTAL FASB RENT ADJUSTMENT          44,885.00           0.00   44,885.00  -----U

708925    PRIOR YR ESCALATION ADJUSTMENT           0.00           0.00        0.00  -----
708950    DOUBTFUL ACCOUNT EXPENSE            88,623.81           0.00   88,623.81  -----U
        TOTAL OTHER EXPENSES               1,832,255.92   1,702,202.00  130,053.92    7.6U

        NET INCOME (LOSS)                   (661,315.96)    298,697.00  960,012.96  321.4U
</TABLE>



<TABLE>
<CAPTION>
                                                         12 MONTHS ENDED 12/31/97
                                                         ------------------------
                                                   ACTUAL          BUDGET        VARIANCE     %
                                                   E              F           G=F-E         H=G/F
                                         ---------------- -------------- --------------- -------------
<S>     <C>                                <C>            <C>            <C>             <C>
        OTHER EXPENSES
705000    FINANCING EXPENSES
705200      INTEREST NOTES PAYABLE            637,913.67      641,702.00       3,788.33      0.6
705300      INTEREST-WELLS FARGO MTG LOAN   6,727,883.00    6,735,668.00       7,785.00      0.1
705400      INTEREST-METROP. MTG LOAN       6,727,826.44    6,735,669.00       7,842.56      0.1
706600      COMMERCIAL PAPER INTEREST               0.00            0.00           0.00    -----
706660      OTHER FINANCING EXPENSES           57,712.70            0.00      57,712.70    -----U
706900    FINANCING EXPENSES               14,151,335.81   14,113,039.00      38,296.81      0.3U

707000    DEPRECIATION EXPENSE
707700      GENERAL DEPRECIATION EXP.       6,023,045.76    6,038,940.00      15,894.24      0.3
707900    DEPRECIATION EXPENSE              6,023,045.76    6,038,940.00      15,894.24      0.3

708000    AMORTIZATION EXPENSE
708600      GENERAL AMORTIZATION EXP.         569,874.84      510,252.00      59,622.84     11.7U
708900    AMORTIZATION EXPENSE                569,874.84      510,252.00      59,622.84     11.7U

708910    FASB RENT ADJUSTMENT
708915      FASB OFFICE RENT ADJUSTMENT       538,620.00            0.00     538,620.00    -----U
708920    TOTAL FASB RENT ADJUSTMENT          538,620.00            0.00     538,620.00    -----U

708925    PRIOR YR ESCALATION ADJUSTMENT      (57,393.39)           0.00      57,393.39    -----
708950    DOUBTFUL ACCOUNT EXPENSE              9,368.83            0.00       9,368.83    -----U
        TOTAL OTHER EXPENSES               21,234,851.85   20,662,231.00     572,620.85      2.8U

        NET INCOME (LOSS)                   3,301,213.17    4,699,414.00   1,398,200.83     29.8U
</TABLE>

U=Unfavorable

<PAGE>
<TABLE>
<CAPTION>
                                                      1 MONTH ENDED 12/31/97
                                                      ----------------------
                                               ACTUAL         BUDGET     VARIANCE    %
                                                A             B         C=B-A      D=C/B
                                        -------------  -------------   ---------- ----------
<S>    <C>                              <C>           <C>             <C>         <C>
        INCOME
400000    OFFICE RENTALS                  1,812,176.26  1,821,813.00    9,636.74    0.5U
401000    RETAIL RENTALS                    166,120.10    170,919.00    4,798.90    2.8U
403000    OPER. & PROP. TAX ESCALATIONS     191,867.48    695,225.00  503,357.52   72.4U
404000    SUNDRY REVENUE                     67,270.14     48,843.00   18,427.14   37.7
405999    PARKING INCOME                    392,538.05    400,420.00    7,881.95    2.0U
406175    OTHER REVENUE                     115,847.18    222,874.00  107,026.82   48.0U
        TOTAL INCOME                      2,745,819.21  3,360,094.00  614,274.79   18.3U

        OPERATING EXPENSES
499950    ESCALATABLES
500000      CLEANING/JANITORIAL             153,947.36    150,010.00    3,937.36    2.6U
501000      BLDG & GROUNDS - GEN MAINT       35,862.31     36,968.00    1,105.69    3.0
503000      HVAC MAINT. & REPAIRS           166,258.06     84,647.00   81,611.06   96.4U
504000      ELEVATOR MAINT. & REPAIRS        56,974.35     37,103.00   19,871.35   53.6U
504500      ELECTRICAL MAINT. - REPAIRS       7,012.88      4,607.00    2,405.88   52.2U
505000      UTILITIES                       192,806.27    218,167.00   25,360.73   11.6
506000      SECURITY/LIFE SAFETY             98,787.09     72,483.00   26,304.09   36.3U
508000      ADMINISTRATION                   96,002.33    162,483.00   66,480.67   40.9
600000      TAXES (OTHER THAN INCOME)       228,837.52    230,487.00    1,649.48    0.7
601000      INSURANCE                       196,054.01    117,637.00   78,417.01   66.7U
602000      ON-SITE GARAGE                   40,635.52      7,213.00   33,422.52  463.4U
602012      OFF-SITE GARAGE                  41,456.70     27,262.00   14,194.70   52.1U
602015      ATRIUM                           52,445.19     29,978.00   22,467.19   75.0U
602100    ESCALATABLES                    1,367,079.59  1,179,045.00  188,034.59   16.0U

701000    NON-ESCALATABLES                    9,796.27      6,488.00    3,308.27   51.0U
702000    LEASING EXPENSE                    83,880.80     18,574.00   65,306.80  351.6U
</TABLE>


<TABLE>
<CAPTION>
                                                       12 MONTHS ENDED 12/31/97
                                                       ------------------------
                                               ACTUAL         BUDGET       VARIANCE     %
                                                 E              F          G=F-E       H=G/F
                                          -------------   ------------   ------------  -------
<S>     <C>                                <C>           <C>           <C>           <C>
        INCOME
400000    OFFICE RENTALS                  22,320,527.43  22,547,305.00     226,777.57    1.0U
401000    RETAIL RENTALS                   2,024,624.52   2,052,580.00      27,955.48    1.4U
403000    OPER. & PROP. TAX ESCALATIONS    7,788,783.67   8,267,264.00     478,480.33    5.8U
404000    SUNDRY REVENUE                     937,568.74     782,294.00     155,274.74   19.9
405999    PARKING INCOME                   4,988,346.41   4,835,471.00     152,875.41    3.2
406175    OTHER REVENUE                    1,603,556.41   2,674,400.00   1,070,843.59   40.0U
        TOTAL INCOME                      39,663,407.18  41,159,314.00   1,495,906.82    3.6U

        OPERATING EXPENSES
499950    ESCALATABLES
500000      CLEANING/JANITORIAL            1,608,763.13   1,719,100.00     110,336.87    6.4
501000      BLDG & GROUNDS - GEN MAINT       452,436.60     470,508.00      18,071.40    3.8
503000      HVAC MAINT. & REPAIRS            976,525.86   1,065,960.00      89,434.14    8.4
504000      ELEVATOR MAINT. & REPAIRS        438,540.91     437,659.00         881.91    0.2U
504500      ELECTRICAL MAINT. - REPAIRS       64,567.21      55,240.00       9,327.21   16.9U
505000      UTILITIES                      2,735,750.20   2,805,470.00      69,719.80    2.5
506000      SECURITY/LIFE SAFETY             750,538.01     869,796.00     119,257.99   13.7
508000      ADMINISTRATION                 1,709,488.19   1,862,647.00     153,158.81    8.2
600000      TAXES (OTHER THAN INCOME)      2,766,885.18   2,808,859.00      41,973.82    1.5
601000      INSURANCE                      1,294,266.39   1,411,644.00     117,377.61    8.3
602000      ON-SITE GARAGE                   122,215.35      86,523.00      35,692.35   41.3U
602012      OFF-SITE GARAGE                  336,401.68     327,100.00       9,301.68    2.8U
602015      ATRIUM                           383,485.25     359,780.00      23,705.25    6.6U
602100    ESCALATABLES                    13,639,863.96  14,280,286.00     640,422.04    4.5

701000    NON-ESCALATABLES                    92,110.81      77,768.00      14,342.81   18.4U
702000    LEASING EXPENSE                    333,624.98     222,932.00     110,692.98   49.7U
</TABLE>

U=Unfavorable

<PAGE>

<TABLE>
<CAPTION>
                                                        1 MONTH ENDED 12/31/97
                                                        ----------------------
                                                ACTUAL         BUDGET    VARIANCE    %
                                                 A             B        C=B-A      D=C/B
                                          ------------   ------------   ---------  ---------
<S>     <C>                                <C>           <C>           <C>       <C>
703000    ADVERTISING & MARKETING            15,533.96      13,730.00    1,803.96   13.1U
704000    PROFESSIONAL SERVICES              67,901.94      63,825.00    4,076.94    6.4U
704910    PARKING                            30,686.69      77,533.00   46,846.31   60.4
        TOTAL OPERATING EXPENSES          1,574,879.25   1,359,195.00  215,684.25   15.9U

        NET OPERATING INCOME/LOSS         1,170,939.96   2,000,899.00  829,959.04   41.5U

        OTHER EXPENSES
705000    FINANCING EXPENSES              1,155,077.85   1,156,436.00    1,358.15    0.1
707000    DEPRECIATION EXPENSE              511,260.69     503,245.00    8,015.69    1.6U
708000    AMORTIZATION EXPENSE               32,408.57      42,521.00   10,112.43   23.8
708910    FASB RENT ADJUSTMENT               44,885.00           0.00   44,885.00  -----U
708925    PRIOR YR ESCALATION ADJUSTMENT          0.00           0.00        0.00  -----
708930    DOUBTFUL ACCOUNT EXPENSE           88,623.81           0.00   88,623.81  -----U
        TOTAL OTHER EXPENSES              1,832,255.92   1,702,202.00  130,053.92    7.6U

        NET INCOME (LOSS)                  (661,315.96)    298,697.00  960,012.96  321.4U
</TABLE>

<TABLE>
<CAPTION>
                                                       12 MONTHS ENDED 12/31/97
                                                       ------------------------
                                                ACTUAL          BUDGET       VARIANCE     %
                                                  E              F          G=F-E         H=G/F
                                         --------------   ------------   -------------  --------
<S>     <C>                                <C>           <C>             <C>             <C>
703000    ADVERTISING & MARKETING             65,003.43       71,817.00       6,813.57     9.5
704000    PROFESSIONAL SERVICES              131,071.23      153,541.00      22,469.77    14.6
704910    PARKING                            865,667.75      991,325.00     125,657.25    12.7
        TOTAL OPERATING EXPENSES          15,127,342.16   15,797,669.00     670,326.84     4.2

        NET OPERATING INCOME/LOSS         24,536,065.02   25,361,645.00     825,579.98     3.3U

        OTHER EXPENSES
705000    FINANCING EXPENSES              14,151,335.81   14,113,039.00      38,296.81     0.3U
707000    DEPRECIATION EXPENSE             6,023,045.76    6,038,940.00      15,894.24     0.3
708000    AMORTIZATION EXPENSE               569,874.84      510,252.00      59,622.84    11.7U
708910    FASB RENT ADJUSTMENT               538,620.00            0.00     538,620.00   -----U
708925    PRIOR YR ESCALATION ADJUSTMENT     (57,393.39)           0.00      57,393.39   -----
708930    DOUBTFUL ACCOUNT EXPENSE             9,368.83            0.00       9,368.83   -----U
        TOTAL OTHER EXPENSES              21,234,851.85   20,662,231.00     572,620.85     2.8U

        NET INCOME (LOSS)                  3,301,213.17    4,699,414.00   1,398,200.83    29.8U
</TABLE>

U=Unfavorable


<PAGE>

                             INCOME/EXPENSE BUDGET
                          CROCKER PROPERTIES - PHASE 1
                                ON SITE PARKING
                                                                        Page 01
                                                                  Accrual Basis
                                                                  Year-end adj.
<TABLE>
<CAPTION>
                                                   1 MONTH ENDED 12/31/97
                                                   ----------------------
                                               ACTUAL     BUDGET   VARIANCE    %
                                                A         B       C=B-A      D=C/B
                                          -----------  --------   ---------  -------
<S>     <C>                                <C>           <C>       <C>       <C>
        OPERATING EXPENSES
499950    ESCALATABLES
500000      CLEANING/JANITORIAL
500200        CONTRACT BLDG. CLEANING        4,197.86  2,325.00    1,872.86   80.6U
500900      CLEANING/JANITORIAL              4,197.86  2,325.00    1,872.86   80.6U

501000      BLDG & GROUNDS - GEN MAINT
501400        CONTRACT SWEEP                16,443.77  1,650.00   14,793.77  896.6U
501600        NONTENANT PAINTING/DECOR      33,367.27  3,875.00   29,492.27  761.1U
501700        SUPPLIES/MATERIALS-BLDG.         110.74  1,416.00    1,305.26   92.2
501800        PLUMBING REPAIRS                   0.00      0.00        0.00  -----
501900        BUILDING REPAIRS               4,142.00    333.00    3,809.00  -----U
502100        COMMUNICATIONS                     0.00      0.00        0.00  -----
502500        DIRECTORY SIGNS                7,543.44    250.00    7,293.44  -----U
502600        FILTERS                            0.00      0.00        0.00  -----
502900      BLDG. & GROUNDS - GEN. MAINT.   61,607.22  7,524.00   54,083.22  718.8U

503000      HVAC MAINT. & REPAIRS
503300        SUPPLIES MATERIALS - HVAC          0.00      0.00        0.00  -----
503900      HVAC MAINT. & REPAIRS                0.00      0.00        0.00  -----

504500      ELECTRICAL MAINT. - REPAIRS
504600        ELECTRICAL REPAIRS                 0.00    167.00      167.00  100.0
504800        RELAMPING                          0.00    100.00      100.00  100.0
504810        LAMP REPLACEMENT                 189.11      0.00      189.11  -----U
504900      ELECTRICAL MAINT. - REPAIRS        189.11    267.00       77.89   29.2
</TABLE>



(RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
                                                    12 MONTHS ENDED 12/31/97
                                                    ------------------------
                                               ACTUAL      BUDGET     VARIANCE    %
                                                E          F          G=F-E    H=G/F
                                           ------------  --------   -------      -----
<S>     <C>                                <C>           <C>           <C>      <C>
        OPERATING EXPENSES
499950    ESCALATABLES
500000      CLEANING/JANITORIAL
500200        CONTRACT BLDG. CLEANING        40,438.85  27,900.00    12,538.85   44.9U
500900      CLEANING/JANITORIAL              40,438.85  27,900.00    12,538.85   44.9U

501000      BLDG & GROUNDS - GEN MAINT
501400        CONTRACT SWEEP                 16,443.77  19,800.00     3,356.23   17.0
501600        NONTENANT PAINTING/DECOR       74,020.82  46,500.00    27,520.82  59.2U
501700        SUPPLIES/MATERIALS-BLDG.        4,392.37  17,000.00    12,607.63   74.2
501800        PLUMBING REPAIRS                  133.15       0.00       133.15  -----U
501900        BUILDING REPAIRS                9,510.00   4,000.00     5,510.00  137.8U
502100        COMMUNICATIONS                     75.00       0.00        75.00  -----U
502500        DIRECTORY SIGNS                 8,019.34   3,000.00     5,019.34  167.3U
502600        FILTERS                           547.80       0.00       547.80  -----U
502900      BLDG. & GROUNDS - GEN. MAINT.   113,142.25  90,300.00    22,842.25   25.3U

503000      HVAC MAINT. & REPAIRS
503300        SUPPLIES MATERIALS - HVAC         151.43       0.00       151.43  -----U
503900      HVAC MAINT. & REPAIRS               151.43       0.00       151.43  -----U

504500      ELECTRICAL MAINT. - REPAIRS
504600        ELECTRICAL REPAIRS              1,072.52   2,000.00       927.48   46.4
504800        RELAMPING                           0.00   1,200.00     1,200.00  100.0
504810        LAMP REPLACEMENT                1,553.25       0.00     1,553.25  -----U
504900      ELECTRICAL MAINT. - REPAIRS       2,625.77   3,200.00       574.23   17.9
</TABLE>

U=Unfavorable

<PAGE>

                             INCOME/EXPENSE BUDGET
                          CROCKER PROPERTIES - PHASE 1
                                ON SITE PARKING
                                                                        Page 02
                                                                  Accrual Basis
                                                                  Year-end adj.
<TABLE>
<CAPTION>
                                                   1 MONTH ENDED 12/31/97
                                                   ----------------------
                                               ACTUAL     BUDGET   VARIANCE    %
                                                A         B       C=B-A      D=C/B
                                          -----------  --------   ---------  -------
<S>     <C>                                <C>           <C>       <C>       <C>
505000      UTILITIES
505600        WATER                           95.00         0.00       95.00  -----U
505900      UTILITIES                         95.00         0.00       95.00  -----U

506000      SECURITY/LIFE SAFETY
506200        CONTRACT SECURITY SVCS.      2,555.90     2,358.00      197.90    8.4U
506400        SEC-SPPLS/MATRLS & REPAIR        0.00         0.00        0.00  -----
506811      SECURITY/LIFE SAFETY           2,555.90     2,358.00      197.90    8.4U

508000      ADMINISTRATION
508500        TELEPHONE/ANSWERING SVCS.       37.22       125.00       87.78   70.2
508900        EQUIPMENT RENTAL               532.22       275.00      257.22   93.5U
509100        PRINTING & COPYING               0.00         0.00        0.00  -----
509900      ADMINISTRATION                   569.44       400.00      169.44   42.4U

602100    ESCALATABLES                    69,214.53    12,874.00   56,340.53  437.6U

704000    PROFESSIONAL SERVICES
704300      CONSULTANTS                    3,348.90         0.00    3,348.90  -----U
704900    PROFESSIONAL SERVICES            3,348.90         0.00    3,348.90  -----U

704970    ALLOCATIONS
704971      ALLOCATIONS-PHASE I         (40,635.52)        0.00   40,635.52  -----
704972      ALLOCATIONS-SOUTH TOWER      (31,927.91)        0.00   31,927.91  -----
704975    ALLOCATIONS                    (72,563.43)        0.00   72,563.43  -----

        TOTAL OPERATING EXPENSES               0.00    12,874.00   12,874.00  100.0
</TABLE>



<TABLE>
<CAPTION>
                                                    12 MONTHS ENDED 12/31/97
                                               ACTUAL        BUDGET     VARIANCE     %
                                               E            F        G=F-E        H=G/F
                                           ------------   ---------  --------     --------
<S>     <C>                                <C>           <C>        <C>          <C>
505000      UTILITIES
505600        WATER                            95.00          0.00         95.00  -----U
505900      UTILITIES                          95.00          0.00         95.00  -----U

506000      SECURITY/LIFE SAFETY
506200        CONTRACT SECURITY SVCS.      32,348.61     28,305.00      4,043.61   14.3U
506400        SEC-SPPLS/MATRLS & REPAIR       132.18          0.00        132.18  -----U
506811      SECURITY/LIFE SAFETY           32,480.79     28,305.00      4,175.79   14.8U

508000      ADNINISTRATION
508500        TELEPHONE/ANSWERING SVCS.     1,116.75      1,500.00        383.25   25.6
508900        EQUIPMENT RENTAL              5,066.22      3,300.00      1,766.22   53.5U
509100        PRINTING & COPYING               10.78          0.00         10.78  -----U
509900      ADMINISTRATION                  6,193.75      4,800.00      1,393.75   29.0U

602100    ESCALATABLES                    195,127.84    154,505.00     40,622.84   26.3U

704000    PROFESSIONAL SERVICES
704300      CONSULTANTS                    23,113.81          0.00     23,113.81  -----U
704900    PROFESSIONAL SERVICES            23,113.81          0.00     23,113.81  -----U

704970    ALLOCATIONS
704971      ALLOCATIONS-PHASE I          (121,970.48)         0.00    121,970.48  -----
704972      ALLOCATIONS-SOUTH TOWER       (96,271.17)         0.00     96,271.17  -----
704975    ALLOCATIONS                    (218,241.65)         0.00    218,241.65  -----

        TOTAL OPERATING EXPENSES                0.00    154,505.00    154,505.00  100.0
</TABLE>


U=Unfavorable

<PAGE>

                             INCOME/EXPENSE BUDGET
                          CROCKER PROPERTIES - PHASE 1
                                ON SITE PARKING
                                                                        Page 03
                                                                  Accrual Basis
                                                                  Year-end adj.
<TABLE>
<CAPTION>
                                                   1 MONTH ENDED 12/31/97
                                                   ----------------------
                                               ACTUAL     BUDGET   VARIANCE    %
                                                A         B       C=B-A      D=C/B
                                          -----------  --------   ---------  -------
<S>     <C>                                <C>       <C>         <C>         <C>
        NET OPERATING INCOME/LOSS              0.00   (12,874.00)   12,874.00  100.0

        NET INCOME (LOSS)                      0.00   (12,874.00)   12,874.00  100.0
</TABLE>


<TABLE>
<CAPTION>
                                                   1 MONTH ENDED 12/31/97
                                                   ----------------------
                                               ACTUAL     BUDGET   VARIANCE    %
                                                E         F       G=F-E      H=G/F
                                          -----------  --------   ---------  -------
<S>     <C>                                <C>           <C>       <C>       <C>
        NET OPERATING INCOME/LOSS               0.00   (154,505.00)   154,505.00  100.0

        NET INCOME (LOSS)                       0.00   (154,505.00)   154,505.00  100.0


</TABLE>


<PAGE>


                             INCOME/EXPENSE BUDGET
                          CROCKER PROPERTIES - PHASE 1
                                ON SITE PARKING
                                                                        Page 03
                                                                  Accrual Basis
                                                                  Year-end adj.
<TABLE>
<CAPTION>
                                                   1 MONTH ENDED 12/31/97
                                                   ----------------------
                                               ACTUAL     BUDGET   VARIANCE    %
                                                A         B       C=B-A      D=C/B
                                          -----------  --------   ---------  -------
<S>     <C>                                <C>       <C>         <C>         <C>
        OPERATING EXPENSES
499950    ESCALATABLES
500000      CLEANING/JANITORIAL             4,197.86     2,325.00    1,872.86   80.6U
501000      BLDG & GROUNDS - GEN MAINT     61,607.22     7,524.00   54,083.22  718.8U
503000      HVAC MAINT. & REPAIRS               0.00         0.00        0.00  -----
504500      ELECTRICAL MAINT. - REPAIRS       189.11       267.00       77.89   29.2
505000      UTILITIES                          95.00         0.00       95.00  -----U
506000      SECURITY/LIFE SAFETY            2,555.90     2,358.00      197.90    8.4U
508000      ADMINISTRATION                    569.44       400.00      169.44   42.4U
602100     ESCALATABLES                    69,214.53    12,874.00   56,340.53  437.6U

704000     PROFESSIONAL SERVICES            3,348.90         0.00    3,348.90  -----U
704970     ALLOCATIONS                    (72,563.43)        0.00   72,563.43  -----
         TOTAL OPERATING EXPENSES               0.00    12,874.00   12,874.00  100.0

         NET OPERATING INCOME/LOSS              0.00   (12,874.00)  12,874.00  100.0

         NET INCOME (LOSS)                      0.00   (12,874.00)  12,874.00  100.0
</TABLE>


<TABLE>
<CAPTION>
                                                      12 MONTHS ENDED 12/31/97
                                                      ------------------------
                                              ACTUAL        BUDGET     VARIANCE     %
                                                E            F         G=F-E       H=G/F
                                           ------------   --------   ---------   --------
<S>     <C>                                <C>           <C>           <C>       <C>
        OPERATING EXPENSES
499950    ESCALATABLES
500000      CLEANING/JANITORIAL             40,438.85     27,900.00    12,538.85    44.9U
501000      BLDG & GROUNDS - GEN MAINT     113,142.25     90,300.00    22,842.25    25.3U
503000      HVAC MAINT. & REPAIRS              151.43          0.00       151.43   -----U
504500      ELECTRICAL MAINT. - REPAIRS      2,625.77      3,200.00       574.23    17.9
505000      UTILITIES                           95.00          0.00        95.00   -----U
506000      SECURITY/LIFE SAFETY            32,480.79     28,305.00     4,175.79    14.8U
508000      ADMINISTRATION                   6,193.75      4,800.00     1,393.75    29.0U
602100     ESCALATABLES                    195,127.84    154,505.00    40,622.84    26.3U

704000     PROFESSIONAL SERVICES            23,113.81          0.00    23,113.81   -----U
704970     ALLOCATIONS                    (218,241.65)         0.00   218,241.65   -----
         TOTAL OPERATING EXPENSES                0.00    154,505.00   154,505.00   100.0

         NET OPERATING INCOME/LOSS               0.00   (154,505.00)  154,505.00   100.0

         NET INCOME (LOSS)                       0.00   (154,505.00)  154,505.00   100.0
</TABLE>

U=Unfavorable

<PAGE>



                             INCOME/EXPENSE BUDGET
                          CROCKER PROPERTIES - PHASE 1
                                OFF SITE PARKING

                                                                        Page 01
                                                                  Accrual Basis
                                                                  Year-end adj.

<TABLE>
<CAPTION>
                                                      1 MONTH ENDED 12/31/97
                                                      ----------------------
                                                  ACTUAL    BUDGET   VARIANCE    %
                                                   A        B       C=B-A      D=C/B
                                            -----------   --------- --------- ---------
<S>     <C>                                <C>           <C>           <C>       <C>
        OPERATING EXPENSES
499950    ESCALATABLES
500000      CLEANING/JANITORIAL
500200        CONTRACT BLDG. CLEANING           1,601.04  1,475.00    126.04     8.6U
500300        CONTRACT WINDOW CLEANING              0.00    815.00    815.00   100.0
500400        CONTRACT WASTE REMOVAL               89.97    135.00     45.03    33.4
500900      CLEANING/JANITORIAL                 1,691.01  2,425.00    733.99    30.3

501000      BLDG & GROUNDS - GEN MAINT
501200        CONTRACT EXTERM. SVCS.              126.00    126.00      0.00     0.0
501500        CONTRACT LANDSCAPING SV             446.00    600.00    154.00    25.7
501600        NONTENANT PAINTING/DECOR              0.00    250.00    250.00   100.0
501700        SUPPLIES/MATERIALS-BLDG.             39.79      0.00     39.79   -----U
501800        PLUMBING REPAIRS                      0.00      0.00      0.00   -----
501825        SPRINKLER, STANDPIPE, FIRE PUMP       0.00     84.00     84.00   100.0
502000        EXTERIOR REPAIRS                      0.00    459.00    459.00   100.0
502100        COMMUNICATIONS                        0.00    167.00    167.00   100.0
502800        LOCK REPAIR                           0.00      0.00      0.00   -----
502900      BLDG. & GROUNDS - GEN. MAINT.         611.79  1,686.00  1,074.21    63.7

504000      ELEVATOR MAINT. & REPAIRS
504100        CONTRACT ELEVATOR SVCS.             747.44    725.00     22.44     3.1U
504300        ELEVATOR REPAIRS                      0.00    209.00    209.00   100.0
504400      ELEVATOR MAINT. & REPAIR              747.44    934.00    186.56    20.0

504500      ELECTRICAL MAINT. - REPAIRS
504600        ELECTRICAL REPAIRS                    0.00    209.00    209.00   100.0
504610        ELECTRICAL SUPPLIES                   0.00     67.00     67.00   100.0

</TABLE>


(RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
                                                          12 MONTHS ENDED 12/31/97
                                                          ------------------------
                                                  ACTUAL      BUDGET     VARIANCE    %
                                                    E          F         G=F-E      H=G/F
                                              -----------  ----------- ----------   --------
<S>     <C>                                <C>           <C>           <C>         <C>
        OPERATING EXPENSES
499950    ESCALATABLES
500000      CLEANING/JANITORIAL
500200        CONTRACT BLDG. CLEANING           17,107.35   17,700.00      592.65      3.4
500300        CONTRACT WINDOW CLEANING           4,075.00    9,780.00    5,705.00     58.3
500400        CONTRACT WASTE REMOVAL             1,079.64    1,620.00      540.36     33.4
500900      CLEANING/JANITORIAL                 22,261.99   29,100.00    6,838.01     23.5

501000      BLDG & GROUNDS - GEN MAINT
501200        CONTRACT EXTERM. SVCS.             1,386.00    1,512.00      126.00      8.3
501500        CONTRACT LANDSCAPING SV            5,398.24    7,200.00    1,801.76     25.0
501600        NONTENANT PAINTING/DECOR               0.00    3,000.00    3,000.00    100.0
501700        SUPPLIES/MATERIALS-BLDG.             137.41        0.00      137.41    -----U
501800        PLUMBING REPAIRS                      95.00        0.00       95.00    -----U
501825        SPRINKLER, STANDPIPE, FIRE PUMP        0.00    1,000.00    1,000.00    100.0
502000        EXTERIOR REPAIRS                     452.89    5,500.00    5,047.11     91.8
502100        COMMUNICATIONS                         0.00    2,000.00    2,000.00    100.0
502800        LOCK REPAIR                           34.68        0.00       34.68    -----U
502900      BLDG. & GROUNDS - GEN. MAINT.        7,504.22   20,212.00   12,707.78     62.9

504000      ELEVATOR MAINT. & REPAIRS
504100        CONTRACT ELEVATOR SVCS.            8,878.28    8,700.00      178.28      2.1U
504300        ELEVATOR REPAIRS                     524.25    2,500.00    1,975.75     79.0
504400      ELEVATOR MAINT. & REPAIR             9,402.53   11,200.00    1,797.47     16.1

504500      ELECTRICAL MAINT. - REPAIRS
504600        ELECTRICAL REPAIRS                   764.99    2,500.00    1,735.01     69.4
504610        ELECTRICAL SUPPLIES                    0.00      800.00      800.00    100.0

</TABLE>

U = Unfavorable

<PAGE>

                                                                        Page 02
                                                                  Accrual Basis
                                                                  Year-end adj.

<TABLE>
<CAPTION>
                                                      1 MONTH ENDED 12/31/97
                                                      ----------------------
                                                  ACTUAL    BUDGET   VARIANCE    %
                                                   A        B       C=B-A      D=C/B
                                            -----------   --------- --------- ---------
<S>     <C>                                <C>           <C>           <C>       <C>
504800      RELAMPING                    11,427.91        84.00    11,343.91    -----U                  
504810      LAMP REPLACEMENT                  0.00         0.00         0.00    -----
504900    ELECTRICAL MAINT. - REPAIRS    11,427.91       360.00    11,067.91    -----U
                                                                              
505000    UTILITIES                                                           
505100      ELECTRICITY                  10,075.54     5,750.00     4,325.54     75.2U
505600      WATER                             0.00       291.00       291.00    100.0
505900    UTILITIES                      10,075.54     6,041.00     4,034.54     66.8U
                                                                              
506000    SECURITY/LIFE SAFETY                                                
506200      CONTRACT SECURITY SVCS.       9,176.13    10,718.00     1,541.87     14.4
506300      ALARM SYSTEMS                     0.00       259.00       259.00    100.0
506600      FIRE/LIFE SAFETY                  0.00         0.00         0.00    -----
506800      MUNICIPAL FEES                    0.00       167.00       167.00    100.0
506810      CITY/STATE TESTING & CERT         0.00       334.00       334.00    100.0
506811    SECURITY/LIFE SAFETY            9,176.13    11,478.00     2,301.87     20.1
                                                                              
507000    PARKING                                                             
507300      SHUTTLE SERVICE              41,514.51    25,665.00    15,849.51     61.8U
507900    INACTIVE-PARKING               41,514.51    25,665.00    15,849.51     61.8U
                                                                              
508000    ADMINISTRATION                                                      
508500      TELEPHONE/ANSWERING SVCS.        41.26        41.00         0.26      0.6U
508900      EQUIPMENT RENTAL                 48.17        50.00         1.83      3.7
509900    ADMINISTRATION                     89.43        91.00         1.57      1.7
                                                                              
602100  ESCALATABLES                     75,333.76    48,680.00    26,653.76     54.8U
</TABLE>                                                                      
                
<TABLE>
<CAPTION>
                                              12 MONTHS ENDED 12/31/97
                                              ------------------------
                                          ACTUAL       BUDGET   VARIANCE       %
                                            E           F        G=F-E        H=G/F
                                        ----------   ---------   ---------  --------
<S>     <C>                           <C>           <C>           <C>       <C>
504800      RELAMPING                   11,427.91     1,000.00    10,427.91  -----U
504810      LAMP REPLACEMENT               379.96         0.00       379.96  -----U
504900    ELECTRICAL MAINT. - REPAIRS   12,572.86     4,300.00     8,272.86  192.4U

505000    UTILITIES
505100      ELECTRICITY                 59,296.65    69,000.00     9,703.35   14.1
505600      WATER                        2,529.35     3,500.00       970.65   27.7
505900    UTILITIES                     61,826.00    72,500.00    10,674.00   14.7

506000    SECURITY/LIFE SAFETY
506200      CONTRACT SECURITY SVCS.    110,788.21   128,607.00    17,818.79   13.9
506300      ALARM SYSTEMS                5,016.73     3,100.00     1,916.73   61.8U
506600      FIRE/LIFE SAFETY             1,800.00         0.00     1,800.00  -----U
506800      MUNICIPAL FEES                 540.00     2,000.00     1,460.00   73.0
506810      CITY/STATE TESTING & CERT        0.00     4,000.00     4,000.00  100.0
506811    SECURITY/LIFE SAFETY         118,144.94   137,707.00    19,562.06   14.2

507000    PARKING
507300      SHUTTLE SERVICE            369,006.54   307,989.00    61,017.54   19.8U
507900    INACTIVE-PARKING             369,006.54   307,989.00    61,017.54   19.8U

508000    ADMINISTRATION
508500      TELEPHONE/ANSWERING SVCS.      712.02       500.00       212.02   42.4U
508900      EQUIPMENT RENTAL               590.16       600.00         9.84    1.6
509900    ADMINISTRATION                 1,302.18     1,100.00       202.18   18.4U

602100  ESCALATABLES                   602,021.26   584,108.00    17,913.26    3.1U

</TABLE>

U = Unfavorable

<PAGE>

                             INCOME/EXPENSE BUDGET
                          CROCKER PROPERTIES - PHASE 1
                                OFF SITE PARKING

                                                                        Page 03
                                                                  Accrual Basis
                                                                  Year-end adj.
<TABLE>
<CAPTION>
                                              1 MONTH ENDED 12/31/97
                                      -----------------------------------------
                                         ACTUAL       BUDGET    VARIANCE    %
                                           A             B       C=B-A    D=C/B
                                      -----------   ---------  ----------  ----
<S>     <C>                           <C>           <C>        <C>       <C>
704970    ALLOCATIONS     
704971      ALLOCATIONS-PHASE I      (41,456.70)        0.00   41,456.70  -----
704972      ALLOCATIONS-SOUTH TOWER  (33,877.06)        0.00   33,877.06  -----
704975    ALLOCATIONS                (75,333.76)        0.00   75,333.76  -----

        TOTAL OPERATING EXPENSES           0.00    48,680.00   48,680.00  100.0

        NET OPERATING INCOME/LOSS          0.00   (48,680.00)  48,680.00  100.0

        NET INCOME (LOSS)                  0.00   (48,680.00)  48,680.00  100.0



</TABLE>                                                                      
                
<TABLE>
<CAPTION>

                                              12 MONTHS ENDED 12/31/97
                                     -----------------------------------------------
                                        ACTUAL           BUDGET     VARIANCE     %
                                           E                F        G=F-E     H=G/F
                                     -----------         ------  -----------   -----   
<S>       <C>                        <C>                <C>      <C>         <C>
704970    ALLOCATIONS
704971      ALLOCATIONS-PHASE I      (336,401.68)         0.00   336,401.68   -----
704972      ALLOCATIONS-SOUTH TOWER  (265,619.58)         0.00   265,619.58   -----
704975    ALLOCATIONS                (602,021.26)         0.00   602,021.26   -----

        TOTAL OPERATING EXPENSES            0.00    584,108.00   584,108.00   100.0

        NET OPERATING INCOME/LOSS           0.00   (584,108.00)  584,108.00   100.0

        NET INCOME (LOSS)                   0.00   (584,108.00)  584,108.00   100.0

</TABLE>
<PAGE>


01/23/98                     INCOME/EXPENSE BUDGET                     Page 01
2:10 p.m.                 CROCKER PROPERTIES - PHASE 1           Accrual Basis
                                OFF SITE PARKING                 Year-end adj.
<TABLE>
<CAPTION>
                                                  1 MONTH ENDED 12/31/97
                                           ------------------------------------------
                                             ACTUAL       BUDGET    VARIANCE    %
                                               A           B        C=B-A      D=C/B
                                           ---------    ---------   --------   ------
        OPERATING EXPENSES
<S>     <C>                                <C>        <C>         <C>       <C>
499950    ESCALATABLES
500000      CLEANING/JANITORIAL            1,691.01     2,425.00      733.99   30.3
501000      BLDG & GROUNDS - GEN MAINT       611.79     1,686.00    1,074.21   63.7
504000      ELEVATOR MAINT. & REPAIRS        747.44       934.00      186.56   20.0
504500      ELECTRICAL MAINT. - REPAIRS   11,427.91       360.00   11,067.91  -----U
505000      UTILITIES                     10,075.54     6,041.00    4,034.54   66.8U
506000      SECURITY/LIFE SAFETY           9,176.13    11,478.00    2,301.87   20.1
507000      PARKING                       41,514.51    25,665.00   15,849.51   61.8U
508000      ADMINISTRATION                    89.43        91.00        1.57    1.7
602100    ESCALATABLES                    75,333.76    48,680.00   26,653.76   54.8U

704970    ALLOCATIONS                    (75,333.76)        0.00   75,333.76  -----
        TOTAL OPERATING EXPENSES              0.00     48,680.00   48,680.00  100.0

        NET OPERATING INCOME/LOSS             0.00    (48,680.00)  48,680.00  100.0

        NET INCOME (LOSS)                     0.00    (48,680.00)  48,680.00  100.0
</TABLE>

                


<TABLE>
<CAPTION>
                                                 12 MONTHS ENDED 12/31/97
                                           ---------------------------------------------
                                               ACTUAL       BUDGET      VARIANCE     %
                                                  E           F          G=F-E     H=G/F
                                               ------       ------      --------   -----
<S>     <C>                                <C>           <C>           <C>       <C>
        OPERATING EXPENSES
499950    ESCALATABLES
500000      CLEANING/JANITORIAL            22,261.99     29,100.00     6,838.01    23.5
501000      BLDG & GROUNDS - GEN MAINT      7,504.22     20,212.00    12,707.78    62.9
504000      ELEVATOR MAINT. & REPAIRS       9,402.53     11,200.00     1,797.47    16.1
504500      ELECTRICAL MAINT. - REPAIRS    12,572.86      4,300.00     8,272.86   192.4U
505000      UTILITIES                      61,826.00     72,500.00    10,674.00    14.7
506000      SECURITY/LIFE SAFETY          118,144.94    137,707.00    19,562.06    14.2
507000      PARKING                       369,006.54    307,989.00    61,017.54    19.8U
508000      ADMINISTRATION                  1,302.18      1,100.00       202.18    18.4U
602100    ESCALATABLES                    602,021.26    584,108.00    17,913.26     3.1U

704970    ALLOCATIONS                    (602,021.26)         0.00   602,021.26   -----
        TOTAL OPERATING EXPENSES                0.00    584,108.00   584,108.00   100.0

        NET OPERATING INCOME/LOSS               0.00   (584,108.00)  584,108.00   100.0

        NET INCOME (LOSS)                       0.00   (584,108.00)  584,108.00   100.0

</TABLE>

U = Unfavorable


<PAGE>

01/23/98                     INCOME/EXPENSE BUDGET                     Page 01
2:09 p.m.                 CROCKER PROPERTIES - PHASE 1           Accrual Basis
                                ATRIUM                           Year-end adj.

<TABLE>
<CAPTION>
                                                        1 MONTH ENDED 12/31/97
                                                 --------------------------------------
                                                   ACTUAL      BUDGET    VARIANCE    %
                                                    A          B        C=B-A      D=C/B
                                                   ------      ------    --------   ---
<S>     <C>                                <C>           <C>           <C>       <C>
        OPERATING EXPENSES
499950    ESCALATABLES
500000      CLEANING/JANITORIAL
500200        CONTRACT BLDG. CLEANING           17,293.66   16,699.00     594.66     3.6U
500300        CONTRACT WINDOW CLEANING             650.00    2,042.00   1,392.00    68.2
500500        SUPPLIES/MATERIALS-CLEAN               0.00        0.00       0.00   -----
500900      CLEANING/JANITORIAL                 17,943.66   18,741.00     797.34     4.3

501000      BLDG & GROUNDS - GEN MAINT
501200        CONTRACT EXTERM. SVCS.             1,716.00      580.00   1,136.00   195.9U
501300        PLUMBING MATERIALS                     0.00        0.00       0.00   -----
501500        CONTRACT LANDSCAPING SV           26,666.84   12,725.00  13,941.84   109.6U
501600        NONTENANT PAINTING/DECOR           7,066.00    2,041.00   5,025.00   246.2U
501700        SUPPLIES/MATERIALS-BLDG.              36.00      375.00     339.00    90.4
501800        PLUMBING REPAIRS                   2,765.69      500.00   2,265.69   453.1U
501825        SPRINKLER, STANDPIPE, FIRE PUMP        0.00        0.00       0.00   -----
501900        BUILDING REPAIRS                   2,177.18    1,542.00     635.18    41.2U
502000        EXTERIOR REPAIRS                  10,895.00    1,250.00   9,645.00   771.6U
502100        COMMUNICATIONS                      (572.00)       0.00     572.00   -----
502200        METAL MAINTENANCE                      0.00        0.00       0.00   -----
502400        OTHER BLDG. & GROUNDS                 75.00      209.00     134.00    64.1
502600        FILTERS                            9,403.20        0.00   9,403.20   -----U
502800        LOCK REPAIR                            0.00      667.00     667.00   100.0
502900      BLDG. & GROUNDS - GEN. MAINT.       60,228.91   19,889.00  40,339.91   202.8U

503000      HVAC MAINT. & REPAIRS
503100        CONTRACT ENGINEERING                  0.00     1,250.00   1,250.00   100.0
503900      HVAC MAINT. & REPAIRS                   0.00     1,250.00   1,250.00   100.0
</TABLE>




<TABLE>
<CAPTION>
                                                         12 MONTHS ENDED 12/31/97
                                               -----------------------------------------------
                                                     ACTUAL       BUDGET     VARIANCE     %
                                                        E           F         G=F-E      H=G/F
                                                     ------       ------     --------    ---
<S>     <C>                                <C>           <C>           <C>       <C>
        OPERATING EXPENSES
499950    ESCALATABLES
500000      CLEANING/JANITORIAL
500200        CONTRACT BLDG. CLEANING           190,995.07   200,379.00     9,383.93     4.7
500300        CONTRACT WINDOW CLEANING           22,687.75    24,500.00     1,812.25     7.4
500500        SUPPLIES/MATERIALS-CLEAN               82.81         0.00        82.81   -----U
500900      CLEANING/JANITORIAL                 213,765.63   224,879.00    11,113.37     4.9

501000      BLDG & GROUNDS - GEN MAINT
501200        CONTRACT EXTERM. SVCS.              6,292.00     6,960.00       668.00     9.6
501300        PLUMBING MATERIALS                    559.63         0.00       559.63   -----U
501500        CONTRACT LANDSCAPING SV           157,098.11   152,700.00     4,398.11     2.9U
501600        NONTENANT PAINTING/DECOR           54,921.09    24,500.00    30,421.09   124.2U
501700        SUPPLIES/MATERIALS-BLDG.            5,179.46     4,500.00       679.46    15.1U
501800        PLUMBING REPAIRS                    8,678.41     6,000.00     2,678.41    44.6U
501823        SPRINKLER, STANDPIPE, FIRE PUMP      569.13          0.00       569.13   -----U
501900        BUILDING REPAIRS                   25,380.88    18,500.00     6,880.88    37.2U
502000        EXTERIOR REPAIRS                   19,371.81    15,000.00     4,371.81    29.2U
502100        COMMUNICATIONS                          0.00         0.00         0.00   -----
502200        METAL MAINTENANCE                   3,087.50         0.00     3,087.50   -----U
502400        OTHER BLDG. & GROUNDS               1,302.84     2,500.00     1,197.16    47.9
502600        FILTERS                             9,403.20         0.00     9,403.20   -----U
502800        LOCK REPAIR                         1,007.21     8,000.00     6,992.79    87.4
502900      BLDG. & GROUNDS - GEN. MAINT.       292,851.27   238,660.00    54,191.27    22.7U

503000      HVAC MAINT. & REPAIRS
503100        CONTRACT ENGINEERING                    0.00    15,000.00    15,000.00   100.0
503900      HVAC MAINT. & REPAIRS                     0.00    15,000.00    15,000.00   100.0
</TABLE>


U = Unfavorable

<PAGE>

01/23/98                     INCOME/EXPENSE BUDGET                     Page 02
2:09 p.m.                 CROCKER PROPERTIES - PHASE 1           Accrual Basis
                                ATRIUM                           Year-end adj.


<TABLE>
<CAPTION>

                                               1 MONTH ENDED 12/31/97
                                         --------------------------------------
                                           ACTUAL      BUDGET   VARIANCE    %
                                            A          B       C=B-A      D=C/B
                                           ------      ------  ---------  -----
<S>     <C>                             <C>        <C>         <C>       <C>
504000    ELEVATOR MAINT. & REPAIRS
504100      CONTRACT ELEVATOR SVCS.      4,620.16    4,663.00      42.84    0.9
504300      ELEVATOR REPAIRS             2,109.98      250.00   1,859.98  744.0U
504400    ELEVATOR MAINT. & REPAIR       6,730.14    4,913.00   1,817.14   37.0U

504500    ELECTRICAL MAINT. - REPAIRS
504600      ELECTRICAL REPAIRS             420.00      209.00     211.00  101.0U
504610      ELECTRICAL SUPPLIES              0.00        0.00       0.00  -----
504800      RELAMPING                        0.00      259.00     259.00  100.0
504810      LAMP REPLACEMENT               327.95        0.00     327.95  -----U
504900    ELECTRICAL MAINT. - REPAIRS      747.95      468.00     279.95   59.8U

506000    SECURITY/LIFE SAFETY
506200      CONTRACT SECURITY SVCS.      7,977.09    8,014.00      36.91    0.5
506400      SEC-SPPLS/MATRLS & REPAIR        0.00        0.00       0.00  -----
506800      MUNICIPAL FEES                   0.00      100.00     100.00  100.0
506810      CITY/STATE TESTING & CERT        0.00      166.00     166.00  100.0
506811    SECURITY/LIFE SAFETY           7,977.09    8,280.00     302.91    3.7

508000    ADMINISTRATION
509100      PRINTING & COPYING              24.36        0.00      24.36  -----U
509900    ADMINISTRATION                    24.36        0.00      24.36  -----U

602100  ESCALATABLES                    93,652.11   53,541.00  40,111.11   74.9U

704970  ALLOCATIONS
704971    ALLOCATIONS-PHASE I          (52,445.19)       0.00  52,445.19  -----
704972    ALLOCATIONS-SOUTH TOWER      (41,206.92)       0.00  41,206.92  -----
</TABLE>

<TABLE>
<CAPTION>
                                                 12 MONTHS ENDED 12/31/97
                                         -------------------------------------------
                                             ACTUAL       BUDGET     VARIANCE     %
                                               E           F          G=F-E     H=G/F
                                            -------     --------  ------------ ------
<S>     <C>                                <C>           <C>           <C>       <C>
504000    ELEVATOR MAINT. & REPAIRS
504100      CONTRACT ELEVATOR SVCS.      54,902.92    55,950.00     1,047.08     1.9
504300      ELEVATOR REPAIRS              2,812.19     3,000.00       187.81     6.3
504400    ELEVATOR MAINT. & REPAIR       57,715.11    58,950.00     1,234.89     2.1

504500    ELECTRICAL MAINT. - REPAIRS
504600      ELECTRICAL REPAIRS            1,430.00     2,500.00     1,070.00    42.8
504610      ELECTRICAL SUPPLIES             506.44         0.00       506.44   -----U
504800      RELAMPING                     6,746.02     3,100.00     3,646.02   117.6U
504810      LAMP REPLACEMENT              7,933.95         0.00     7,933.95   -----U
504900    ELECTRICAL MAINT. - REPAIRS    16,616.41     5,600.00    11,016.41   196.7U

506000    SECURITY/LIFE SAFETY
506200      CONTRACT SECURITY SVCS.     102,483.26    96,175.00     6,308.26     6.6U
506400      SEC-SPPLS/MATRLS & REPAIR       788.21         0.00       788.21   -----U
506800      MUNICIPAL FEES                  183.00     1,200.00     1,017.00    84.8
506810      CITY/STATE TESTING & CERT         0.00     2,000.00     2,000.00   100.0
506811    SECURITY/LIFE SAFETY          103,454.47    99,375.00     4,079.47     4.1U

508000    ADMINISTRATION
509100      PRINTING & COPYING              392.13         0.00       392.13   -----U
509900    ADMINISTRATION                    392.13         0.00       392.13   -----U

602100  ESCALATABLES                    684,795.02   642,464.00    42,331.02     6.6U

704970  ALLOCATIONS
704971    ALLOCATIONS-PHASE I          (383,485.25)        0.00   383,485.25   -----
704972    ALLOCATIONS-SOUTH TOWER      (301,309.77)        0.00   301,309.77   -----
</TABLE>


U = Unfavorable

<PAGE>

01/23/98                     INCOME/EXPENSE BUDGET                     Page 03
2:09 p.m.                 CROCKER PROPERTIES - PHASE 1           Accrual Basis
                                ATRIUM                           Year-end adj.


<TABLE>
<CAPTION>
                                           1 MONTH ENDED 12/31/97
                                   --------------------------------------------
                                       ACTUAL       BUDGET    VARIANCE    %
                                        A           B        C=B-A      D=C/B
                                     ---------     -------   ---------- ------
<S>     <C>                         <C>        <C>           <C>       <C>
704975    ALLOCATIONS              (93,652.11)        0.00   93,652.11  -----
        TOTAL OPERATING EXPENSES         0.00    53,541.00   53,541.00  100.0

        NET OPERATING INCOME/LOSS        0.00   (53,541.00)  53,541.00  100.0

        NET INCOME (LOSS)                0.00   (53,541.00)  53,541.00  100.0

                                             12 MONTHS ENDED 12/31/97
</TABLE>



<TABLE>
<CAPTION>

                                           1 MONTH ENDED 12/31/97
                                   --------------------------------------------
                                       ACTUAL       BUDGET    VARIANCE      %
                                         E            F        G=F-E       H=G/F
                                     ---------     -------   ----------    -----
<S>     <C>                        <C>           <C>           <C>       <C>
704975    ALLOCATIONS              (684,795.02)         0.00   684,795.02   -----

        TOTAL OPERATING EXPENSES          0.00    642,464.00   642,464.00   100.0

        NET OPERATING INCOME/LOSS         0.00   (642,464.00)  642,464.00   100.0

        NET INCOME (LOSS)                 0.00   (642,464.00)  642,464.00   100.0

</TABLE>

<PAGE>

01/23/98                     INCOME/EXPENSE BUDGET                Page 01
2:10 p.m.                 CROCKER PROPERTIES - PHASE 1           Accrual Basis
                                     ATRIUM                      Year-end adj.
<TABLE>
<CAPTION>

                                                 1 MONTH ENDED 12/31/97
                                          -------------------------------------------
                                             ACTUAL       BUDGET    VARIANCE     %
                                              A           B        C=B-A       D=C/B
                                           ----------   ---------  ----------   ----
<S>     <C>                                <C>           <C>           <C>       <C>
        OPERATING EXPENSES
499950    ESCALATABLES
500000      CLEANING/JANITORIAL           17,943.66    18,741.00      797.34     4.3
501000      BLDG & GROUNDS - GEN MAINT    60,228.91    19,889.00   40,339.91   202.8U
503000      HVAC MAINT. & REPAIRS              0.00     1,250.00    1,250.00   100.0
504000      ELEVATOR MAINT. & REPAIRS      6,730.14     4,913.00    1,817.14    37.0U
504500      ELECTRICAL MAINT. - REPAIRS      747.95       468.00      279.95    59.8U
506000      SECURITY/LIFE SAFETY           7,977.09     8,280.00      302.91     3.7
508000      ADMINISTRATION                    24.36         0.00       24.36   -----U
602100    ESCALATABLES                    93,652.11    53,541.00   40,111.11    74.9U

704970    ALLOCATIONS                    (93,652.11)        0.00   93,652.11   -----
        TOTAL OPERATING EXPENSES               0.00    53,541.00   53,541.00   100.0

        NET OPERATING INCOME/LOSS              0.00   (53,541.00)  53,541.00   100.0

        NET INCOME (LOSS)                      0.00   (53,541.00)  53,541.00   100.0
</TABLE>


<TABLE>
<CAPTION>
                                                    12 MONTHS ENDED 12/31/97
                                           -----------------------------------------------
                                               ACTUAL        BUDGET     VARIANCE     %
                                                 E              F        G=F-E     H=G/F
                                              --------      -------- ------------  ------
<S>     <C>                                <C>           <C>           <C>       <C>
        OPERATING EXPENSES
499950    ESCALATABLES
500000      CLEANING/JANITORIAL           213,765.63    224,879.00    11,113.37     4.9
501000      BLDG & GROUNDS - GEN MAINT    292,851.27    238,660.00    54,191.27    22.7U
503000      HVAC MAINT. & REPAIRS               0.00     15,000.00    15,000.00   100.0
504000      ELEVATOR MAINT. & REPAIRS      57,715.11     58,950.00     1,234.89     2.1
504500      ELECTRICAL MAINT. - REPAIRS    16,616.41      5,600.00    11,016.41   196.7U
506000      SECURITY/LIFE SAFETY          103,454.47     99,375.00     4,079.47     4.1U
508000      ADMINISTRATION                    392.13          0.00       392.13   -----U
602100    ESCALATABLES                    684,795.02    642,464.00    42,331.02     6.6U

704970    ALLOCATIONS                    (684,795.02)         0.00   684,795.02   -----
        TOTAL OPERATING EXPENSES                0.00    642,464.00   642,464.00   100.0

        NET OPERATING INCOME/LOSS               0.00   (642,464.00)  642,464.00   100.0

        NET INCOME (LOSS)                       0.00   (642,464.00)  642,464.00   100.0
</TABLE>

U = Unfavorable

<PAGE>


MaguirePartners                                            TOTAL NRA  1,328.9
WELLS FARGO CENTER - PHASE I  AVG. OCCUPANCY 1997  94.60%  OFFICE     1,220.7
1998 OPERATING BUDGET         AVG. OCCUPANCY 1998  87.50%  RETAIL       108.1

<TABLE>
<CAPTION>
                                                        1997                  1997                 1998    VARIANCE
                           YTD ACT.        1997        BUDGET    1997        FCST.     1998        BUDGET  FCSTvsBGT
                         AS OF 9/30/97    BUDGET        PSF    FORECAST       PSF     BUDGET        PSF    FAV(UNFAV)
                        --------------    ------       ------  ---------     -----    --------     ------  ----------

<S>                     <C>               <C>           <C>   <C>          <C>      <C>           <C>     <C>
INCOME
 OFFICE RENTALS              16,829,352   22,547,305    18.00   22,356,005     18.00  20,147,413    17.00  (2,208,592)
 RETAIL RENTALS               1,505,658    2,052,580    18.98    2,036,580     18.84   2,110,502    19.52      73,922
 ESCALATION REVENUE           6,202,943    8,267,264     6.22    7,747,264      5.83   8,015,772     6.03     268,508
 SUNDRY REVENUE                 701,750      782,294     0.59      902,294      0.68     849,540     0.64     (52,754)
 PARKING REVENUE              3,736,636    4,835,471     3.64    4,860,471      3.66   4,668,331     3.51    (192,140)
 OTHER REVENUE                1,286,762    2,674,400     2.01    1,674,400      1.26     591,340     0.44  (1,083,060)
                              ---------    ---------     ----    ---------      ----   ---------     ----  ----------
TOTAL REVENUE                30,263,101   41,159,314    30.97   39,577,014     29.78  36,382,898    27.38  (3,194,116)

EXPENSES
 CLEANING/JANITORIAL          1,194,092    1,719,100     1.41    1,639,100      1.34   1,627,448     1.42      11,652
 BUILDING & GROUNDS             254,660      470,508     0.35      470,508      0.35     465,712     0.35       4,796
 HVAC MAINTENANCE               648,234    1,065,960     0.80      965,960      0.73   1,042,053     0.78     (76,093)
 ELEVATOR MAINTENANCE           301,784      437,659     0.33      427,659      0.32     398,469     0.30      29,190
 ELECTRICAL MAINTENANCE          45,944       55,240     0.04       55,240      0.04      70,752     0.05     (15,512)
 UTILITIES                    2,065,870    2,805,470     2.30    2,755,470      2.26   2,754,050     2.36       1,420
 SECURITY/LIFE SAFETY           485,250      869,796     0.65      754,796      0.57     750,023     0.56       4,773
 INSURANCE                      909,959    1,411,644     1.06    1,307,144      0.98   1,146,194     0.86     160,950
 ADMINISTRATION                 519,514      811,920     0.61      731,920      0.55     723,386     0.54       8,534
 MANAGEMENT FEE                 790,224    1,050,726     0.79    1,011,126      0.76     934,234     0.76      76,892
 ON-SITE PARKING                 69,184       86,523     0.07       86,523      0.07     101,440     0.08     (14,917)
 OFF-SITE PARKING               222,636      327,100     0.25      327,100      0.25     333,369     0.25      (6,269)
 ATRIUM                         274,048      359,780     0.27      359,780      0.27     360,827     0.27      (1,047)
                              ---------    ---------     ----    ---------      ----   ---------     ----  ----------
SUBTOTAL ESCALATABLE          7,781,398   11,471,426     8.93   10,892,326      8.49  10,707,957     8.58     184,369

 CSCI                                 0      150,465     0.11      150,465      0.11      51,619     0.04      98,846
 REAL PROPERTY TAXES          1,712,976    2,276,047     1.71    2,276,047      1.71   2,410,440     1.81    (134,393)
                              ---------    ---------     ----    ---------      ----   ---------     ----  ----------
TOTAL ESCALATABLE             9,494,374   13,897,938    10.76   13,318,838     10.31  13,170,016    10.43     148,822

 PARKING OPERATIONS             691,368      991,325     0.75      946,325      0.71     990,474     0.75     (44,149)
 OVSTD PROPERTY TAXES           357,127      532,812     0.40      532,812      0.40     475,329     0.36      57,483
 NON-ESCALATABLES                66,591       77,768     0.06       77,768      0.06      76,368     0.06       1,400
 LEASING EXPENSE                231,655      222,932     0.17      272,932      0.21     243,168     0.18      29,764
 ADVERTISING & MKTG.             39,765       71,817     0.05       71,817      0.05      80,318     0.06      (8,501)
 PROF. SERVICES                  55,485      153,541     0.12      153,541      0.12     109,400     0.08      44,141
                              ---------    ---------     ----    ---------      ----   ---------     ----  ----------
NON-ESCAL                     1,441,990    2,050,195     1.55    2,055,195      1.55   1,975,057     1.49      80,138
                              ---------    ---------     ----    ---------      ----   ---------     ----  ----------
TOTAL EXPENSES               10,936,364   15,948,133    12.31   15,374,033     11.86  15,145,073    11.92     228,960
                              ---------    ---------     ----    ---------      ----   ---------     ----  ----------
NET OP INCOME                19,326,737   25,211,181    18.66   24,202,981     17.92  21,237,825    15.46  (2,965,156)

 INTEREST EXP                10,675,426   14,113,039    10.62   14,113,039     10.62  10,633,163     8.00   3,479,876
 PRIOR YEAR ESC. ADJ.           (57,393)           0     0.00      (57,393)    -0.04           0     0.00     (57,393)
 TAKEBACK SPACE EXP.                  0            0     0.00            0      0.00           0     0.00           0
 DOUBTFUL ACCT. EXP.              6,542            0     0.00        6,541      0.00           0     0.00       6,541
                              ---------    ---------     ----    ---------      ----   ---------     ----  ----------
CASH FLOW                     8,702,162   11,098,142     8.04   10,140,794      7.34  10,604,662     7.46     463,868

 CAPITAL IMPROVEMENTS           188,751      318,400     0.24      445,213      0.34     498,400     0.38     (53,187)
 TENANT IMPROVEMENTS          1,653,564    1,472,150     1.11    2,076,308      1.56     881,805     0.66   1,194,503
 LEASING COMMISSIONS            191,051      831,558     0.63      411,912      0.31   1,099,845     0.83    (687,933)
 LINE OF CREDIT               2,367,432    3,156,576     2.38    3,156,576      2.38           0     0.00   3,156,576
 PRINCIPAL PAYMENTS           1,530,879    2,068,663     1.56    2,068,663      1.56   2,142,540     1.61     (73,877)
 LOAN REPAYMENT                  (9,811)           0     0.00      (13,100)    -0.01     (14,309)   -0.01       1,209
 DEFERRED COSTS                 233,158            0     0.00      240,000      0.18      67,117     0.05     172,883
 ACCRUED PROPERTY TAX          (674,993)           0     0.00            0      0.00           0     0.00           0
 CSCI                                 0     (150,465)   -0.11     (150,465)    -0.11     (51,619)   -0.04     (98,846)
 ACCRUALS                       793,636      255,000     0.19     (658,800)    -0.50     520,000     0.39  (1,178,800)
 PREPAID RENT                  (225,798)           0     0.00            0      0.00           0     0.00           0
                              ---------    ---------     ----    ---------      ----   ---------     ----  ----------
NET CASH FLOW                 2,654,293    3,146,260     2.04    2,564,487      1.63   5,460,883     3.59   2,896,396
                              =========    =========     ====    =========      ====   =========     ====  ==========

NET INCOME CALCULATION
 DEPRECIATION                 4,509,642    6,038,940     4.54    6,038,940      4.54   6,037,572     4.54       1,368
 AMORTIZATION EXP               439,745      510,252     0.38      510,252      0.38     751,488     0.57    (241,236)
  FASB RENT ADJ.                410,004            0     0.00      724,944      0.55   1,079,316     0.81    (354,372)
                              ---------    ---------     ----    ---------      ----   ---------     ----  ----------
NET INCOME                    3,342,771    4,548,950     3.12    2,866,658      1.87   2,736,286     1.54     130,372
                              =========    =========     ====    =========      ====   =========     ====  ==========
</TABLE>



<PAGE>

MaguirePartners                                       TOTAL NRA       1,328,917
WELLS FARGO CENTER - PHASE I  AVG OCC. 1997  94.60%      OFFICE NRA   1,220,794
1998 OPERATING BUDGET         AVG OCC. 1998  87.50%       RETAIL NRA    108.123

<TABLE>
<CAPTION>
                                         ACTUAL YTD    1997         1997      1998         1998
                                      AS OF 9/30/97   BUDGET       PER/SF    BUDGET       PER/SF
                                      -------------  --------      ------    ------       ------
<S>                                   <C>            <C>           <C>           <C>       <C>
DETAIL OF REVENUES

OFFICE BASE RENT                         16,571,012   21,982,024     18.01   19,502,981     15.98
OVERSTANDARD PERS PROP TAX ESC              357,127      484,895      0.40      425,477      0.35
STORAGE                                     218,515      271,608      0.22      280,871      0.23
SUBLEASE RENT                                     0            0      0.00            0      0.00
RENT RELIEF                                (317,302)    (191,222)    (0.16)     (61,916)    (0.05)
                                         ----------   ----------     -----   ----------     -----
 TOTAL OFFICE RENTALS                    16,829,352   22,547,305     18.47   20,147,413     16.50

RETAIL BASE RENT                          1,411,861    1,955,831     18.09    1,913,614     17.70
PERCENTAGE RENT                              76,217       55,835      0.52      154,039      1.42
OVERSTANDARD PERS PROP TAX ESC               35,659       47,917      0.44       49,852      0.46
RENT RELIEF                                 (18,078)      (7,003)    (0.06)      (7,003)    (0.06)
                                         ----------   ----------     -----   ----------     -----
 TOTAL RETAIL RENTALS                     1,505,658    2,052,580     18.99    2,110,502     19.52

ESCALATIONS OPERATING EXP/R.E. TAX        6,036,986    8,068,604      0.40    7,803,589      0.35
ESCALATIONS OPERATING EXP/R.E. TAX          165,957      198,660      1.84      212,183      1.96
                                         ----------   ----------     -----   ----------     -----
 TOTAL ESCALATIONS OPER EXP/R.E. TAX      6,202,943    8,267,264      2.24    8,015,772      2.31

ELECTRICAL                                   31,658        8,500      0.01       17,000      0.01
ELECTRICAL EXPENSE                           (8,588)      (7,225)    (0.01)     (14,450)    (0.01)
SIGNS                                         2,914        2,300      0.00        4,600      0.00
SIGNS EXPENSE                                (2,413)      (1,955)     0.00       (3,910)     0.00
KEYS                                         28,447       24,000      0.02       36,000      0.03
KEYS EXPENSE                                (24,706)     (12,000)    (0.01)     (18,000)    (0.01)
ACCESS CARD                                       0        5,824      0.00       10,400      0.01
ACCESS CARD EXPENSE                               0       (2,330)     0.00       (4,160)     0.00
MISCELLANEOUS                                13,496       20,400      0.02       20,400      0.02
MISCELLANEOUS EXPENSE                       (15,085)     (17,340)    (0.01)     (17,340)    (0.01)
ENGINEERING/ MAINTENANCE                     40,017       33,000      0.03       66,000      0.05
ENGINEERING/MAINT. EXPENSE                  (29,694)     (23,100)    (0.02)     (56,100)    (0.05)
FREIGHT ELEVATOR                                  0            0      0.00            0      0.00
FREIGHT ELEVATOR EXPENSE                          0            0      0.00            0      0.00
LATE FEES                                     5,444            0      0.00            0      0.00
AIR CONDITIONING (PLANT ELECTRICITY)      1,077,499    1,250,000      1.02    1,375,000      1.13
AIR CONDITIONING EXPENSE                   (460,483)    (573,800)    (0.47)    (633,500)    (0.52)
SECURITY                                     62,808            0      0.00       78,000      0.06
SECURITY EXPENSE                                  0            0      0.00      (50,700)    (0.04)
JANITORIAL                                   83,562      150,000      0.12      120,000      0.10
JANITORIAL EXPENSE                          (75,920)     (97,500)    (0.08)     (96,000)    (0.08)
GENERAL BUILDING                             53,770       60,000      0.05       36,000      0.03
GENERAL BUILDING EXPENSE                    (87,773)     (51,000)    (0.04)     (30,600)    (0.03)
UTILITIES                                    48,842       96,800      0.08       72,600      0.06
UTILITIES EXPENSE                           (42,045)     (82,280)    (0.07)     (61,700)    (0.05)
LOCATION REVENUE                                  0            0      0.00            0      0.00
LOCATION EXPENSE                                  0            0      0.00            0      0.00
                                         ----------   ----------     -----   ----------     -----
 TOTAL SUNDRY REVENUE                       701,750      782,294      0.64      849,540      0.70

PARKING INCOME                            3,736,636    4,835,471      3.96    4,668,331      3.82
                                         ----------   ----------     -----   ----------     -----
 TOTAL PARKING INCOME                     3,736,636    4,835,471      3.96    4,668,331      3.82

INTEREST INCOME                             457,373      657,600      0.54      568,940      0.47
CASH COLLATERAL INCOME                            0            0      0.00            0      0.00
OTHER INCOME                                829,389    2,016,800      1.65       22,400      0.02
                                         ----------   ----------     -----   ----------     -----
 TOTAL OTHER INCOME                       1,286,762    2,674,400      2.19      591,340      0.49
                                         ----------   ----------     -----   ----------     -----
TOTAL REVENUES                           30,263,101   41,159,314     30.97   36,382,898     27.38
</TABLE>

<PAGE>

MaguirePartners                                       TOTAL NRA       1,328,917
WELLS FARGO CENTER - PHASE I  AVG OCC. 1997  94.60%      OFFICE NRA   1,220,794
1998 OPERATING BUDGET         AVG OCC. 1998  87.50%       RETAIL NRA    108.123

<TABLE>
<CAPTION>
                                         ACTUAL YTD    1997         1997      1998         1998
                                      AS OF 9/30/97   BUDGET       PER/SF    BUDGET       PER/SF
                                      -------------   ------       ------    ------       ------
<S>                                   <C>            <C>           <C>           <C>       <C>
DETAIL OF OPERATING EXPENSES

CONTRACT BUILDING CLEANING                  956,587    1,343,700      1.01    1,236,525      0.93
CONTRACT WINDOW CLEANING                     46,005       60,000      0.05       57,915      0.04
CONTRACT WASTE REMOVAL                       44,147       56,650      0.04       84,943      0.06
SUPPLIES/MATERIALS-CLEANING                 117,072      154,070      0.12      159,959      0.12
UNIFORMS-CLEANING                            21,551       42,372      0.03       25,798      0.02
PARKING-CLEANING                              2,452       29,716      0.02       29,716      0.02
TRAINING/INCENTIVE PROGRAM                    6,279       32,592      0.02       32,592      0.02

 CLEANING/JANITORIAL                      1,194,092    1,719,100      1.29    1,627,448      1.21
                                          ---------    ---------      ----    ---------      ----

CONTRACT EXTERMINATOR                         7,148        9,784      0.01       10,104      0.01
PLUMBING MATERIALS                            5,084       12,264      0.01       10,808      0.01
CONTRACT SWEEPING                                 0            0      0.00            0      0.00
CONTRACT LANDSCAPE-EXTERIOR                  35,239       64,137      0.05       59,715      0.04
NON TENANT PAINTING                          45,586       77,168      0.06       87,360      0.07
SUPPLIES/MATERIALS BUILDING                  15,769       18,480      0.01       30,800      0.02
PLUMBING REPAIRS                             11,617       30,240      0.02       28,560      0.02
SPRINKLER, STANDPIPE, FIRE PUMP               5,128       14,840      0.01       14,000      0.01
BUILDING REPAIRS                             28,291       73,880      0.06       58,800      0.04
EXTERIOR REPAIRS                             18,943       26,600      0.02       35,840      0.03
COMMUNICATIONS                               14,980       22,747      0.02       19,040      0.01
METAL MAINTENANCE                            45,195       60,980      0.05       60,980      0.05
LOADING DOCK                                  5,549        7,280      0.01        9,520      0.01
UNIFORMS                                          0            0      0.00            0      0.00
OTHER BUILDING & GROUNDS                          0            0      0.00            0      0.00
SIGNAGE                                       2,556        3,365      0.00        4,042      0.00
FILTERS                                       6,429       13,552      0.01       14,280      0.01
BANNERS                                       6,716       14,811      0.01       14,823      0.01
PLUMBING SUPPLIES                                 0        1,540      0.00        1,540      0.00
LOCK REPAIRS                                    429        6,040      0.00        5,500      0.00
CITY/STATE CODE REQ.                              0       12,800      0.01            0      0.00
                                          ---------    ---------      ----    ---------      ----
 BUILDING & GROUNDS                         254,660      470,508      0.35      465,712      0.35

CONTRACT ENGINEERING                        566,149      837,680      0.63      836,980      0.63
UNIFORMS-ENGINEERING                         (2,022)      15,176      0.01        5,600      0.00
PARKING-ENGINEERING                          18,843       25,392      0.02       25,761      0.02
TRAINING/INCENTIVE PROGRAM                    2,065        7,728      0.01        8,400      0.01
AIR CONDITIONING REPAIR                      23,690      107,240      0.08       92,960      0.07
SUPPLIES/MATERIALS                           25,377       37,520      0.03       38,640      0.03
WATER TREATMENT                              12,519       30,240      0.02       28,728      0.02
MECHANICAL COMP MAIN                          1,611        4,984      0.00        4,984      0.00
                                          ---------    ---------      ----    ---------      ----
 HVAC MAINT & REPAIRS                       648,234    1,065,960      0.80    1,042,053      0.78

CONTRACT ELEVATOR                           306,073      413,734      0.31      376,472      0.28
ELEVATOR REPAIRS                             (4,289)      23,925      0.02       21,997      0.02
                                          ---------    ---------      ----    ---------      ----
 ELEVATOR MAINT & REPAIRS                   301,784      437,659      0.33      398,469      0.30

ELECTRICAL MAINTENANCE                       10,552       30,320      0.02       34,240      0.03
ELECTRICAL SUPPLIES                           5,602        7,392      0.01        7,392      0.01
ELECTRICAL CONTRACTS                              0            0      0.00            0      0.00
RELAMPING                                     9,740        5,264      0.00       11,200      0.01
LAMP REPLACEMENT                             20,050       12,264      0.01       17,920      0.01
                                          ---------    ---------      ----    ---------      ----
 ELECTRIC MAINT & REPAIRS                    45,944       55,240      0.04       70,752      0.05

</TABLE>


<PAGE>


MaguirePartners                                       TOTAL NRA       1,328,917
WELLS FARGO CENTER - PHASE I  AVG OCC. 1997  94.60%      OFFICE NRA   1,220,794
1998 OPERATING BUDGET         AVG OCC. 1998  87.50%       RETAIL NRA    108.123

<TABLE>
<CAPTION>
                                         ACTUAL YTD    1997         1997      1998         1998
                                      AS OF 9/30/97   BUDGET       PER/SF    BUDGET       PER/SF
                                      -------------   ------       ------    ------       ------
<S>                                     <C>         <C>           <C>           <C>       <C>
UTILITIES-ELECTRIC                        1,978,715    2,694,590      2.03    2,645,930      1.99
UTILITIES-GAS                                     0        3,360      0.00        2,800      0.00

UTILITIES-DIESEL                                  0        1,120      0.00        1,120      0.00
UTILITIES-WATER                              87,155      106,400      0.08      104,200      0.08
                                          ---------   ----------     -----   ----------     -----
 UTILITIES                                2,065,870    2,805,470      2.11    2,754,050      2.07

CONTRACT SECURITY                           335,917      522,310      0.39      478,854      0.36
SECURITY SUPPLIES/MAINTENANCE                23,283       37,670      0.03       30,194      0.02
UNIFORMS-SECURITY                              (194)      37,623      0.03       22,714      0.02
PARKING-SECURITY                             37,909       56,986      0.04       50,081      0.04
TRAINING/INCENTIVE PROGRAM                    3,301       16,128      0.01       16,128      0.01
FIRE/LIFE SAFETY                             57,315      127,147      0.10       89,668      0.07
FIRE/LIFE SAFETY BLDG MATERIAL                    0            0      0.00            0      0.00
MUNICIPAL FEES                                2,509       26,572      0.02       24,472      0.02
CITY/STATE REQ'D TESTING                     25,211       45,360      0.03       37,912      0.03
                                          ---------   ----------     -----   ----------     -----
 SECURITY/LIFE SAFETY                       485,250      869,796      0.65      750,023      0.56

SALARIES-ADMINISTRATION                     268,411      401,124      0.30      338,912      0.26
PAYROLL TAXES & BENEFITS                     24,669       80,225      0.06       67,782      0.05
MANAGEMENT FEES                             790,224    1,050,726      0.79      934,234      0.70
PAYROLL PROCESSING                            1,630        1,200      0.00        1,200      0.00
TELEPHONE ANSWERING                          31,888       46,204      0.03       31,789      0.02
DUES/SUBCRIPTIONS                             1,279        2,883      0.00        2,526      0.00
POSTAGE                                         294          952      0.00          941      0.00
TRAVEL & ENTERTAINMENT                        2,609        8,960      0.01        8,960      0.01
EQUIPMENT RENTAL                             20,965       22,509      0.02       15,772      0.01
SUPPLIES & MATERIALS                          7,214       16,464      0.01       16,800      0.01
PRINTING/COPYING                             10,779       11,502      0.01       13,888      0.01
OFFICE RENT                                  34,644       48,322      0.04       47,032      0.04
STORAGE RENT                                 47,975       64,929      0.05       64,923      0.05
FIRE TRAINING ROOM RENT                      38,680       51,966      0.04       51,168      0.04
TEMPORARY HELP                                    0          840      0.00          840      0.00
SEMINARS & TRAINING                             484        1,568      0.00        2,520      0.00
MISC ADMINISTRATION                          13,588       15,008      0.01       16,800      0.01
ADMIN EQUIPMENT REPAIRS                       2,788        3,248      0.00        6,720      0.01
ESCALATION - AUDIT FEES                           0        9,975      0.01       10,100      0.01
CONCIERGE                                     5,354       11,637      0.01       12,309      0.01
TRANSPORTATION PROGRAM                        6,261       12,404      0.01       12,404      0.01
SHUTTLE SERVICE                                   0            0      0.00            0      0.00
                                          ---------   ----------     -----   ----------     -----
 ADMINISTRATION                           1,309,739    1,862,646      1.40    1,657,620      1.25

TAXES-REAL ESTATE                         1,998,508    2,694,000      2.03    2,770,488      2.08
FRANCHISE FEES                                  800          800      0.00          800      0.00
BUSINESS USE/OCCUPANCY TAX                   69,395       68,659      0.05       69,081      0.05
OTHER FEES (BUSINESS TAXES)                       0            0      0.00            0      0.00
PROPERTY TAX CONSULTING                       1,400       45,400      0.03       45,400      0.03
PERSONAL PROPERTY TAX                             0            0      0.00            0      0.00
                                          ---------   ----------     -----   ----------     -----
 TAXES                                    2,070,103    2,808,859      2.11    2,885,769      2.17

INSURANCE PROPERTY                          806,138    1,241,244      0.93      995,784      0.75
INSURANCE LIABILITY                         101,751      149,460      0.11      129,470      0.10
SELF INSURED RETENTION                        2,070       20,940      0.02       20,940      0.02
                                          ---------   ----------     -----   ----------     -----
 INSURANCE                                  909,959    1,411,644      1.06    1,146,194      0.86

ON-SITE GARAGE                               69,184       86,523      0.07      101,440      0.08

OFF-SITE GARAGE                             222,636      327,100      0.25      333,369      0.25

ATRIUM OPERATING COST                       274,048      359,780      0.27      360,827      0.27
                                          ---------   ----------     -----   ----------     -----
TOTAL ESCALATABLE EXPENSES                9,851,501   14,280,285     10.74   13,593,726     10.21
</TABLE>

<PAGE>


MaguirePartners                                       TOTAL NRA       1,328,917
WELLS FARGO CENTER - PHASE I  AVG OCC. 1997  94.60%      OFFICE NRA   1,220,794
1998 OPERATING BUDGET         AVG OCC. 1998  87.50%       RETAIL NRA    108.123

<TABLE>
<CAPTION>
                                         ACTUAL YTD    1997         1997      1998         1998
                                      AS OF 9/30/97   BUDGET       PER/SF    BUDGET       PER/SF
                                      -------------   ------       ------    ------       ------
<S>                                     <C>         <C>           <C>           <C>       <C>
PARKING OPERATING COST                      666,819      908,648      0.68      926,504      0.70
MANAGEMENT FEE                               14,840       20,160      0.02       20,160      0.02
TRAINING/INCENTIVE PROGRAM                    1,790       24,864      0.02       25,872      0.02
EMPLOYEE PARKING                                  0            0      0.00            0      0.00
UNIFORMS                                      7,920       37,653      0.03       17,938      0.01
                                         ----------   ----------     -----   ----------      ----
 PARKING                                    691,368      991,325      0.75      990,474      0.75

COURIER SERVICE                               1,742        1,344      0.00        1,344      0.00
DONATIONS                                         0        4,480      0.00        3,080      0.00
NON-ESCALATABLE MGT. FEE-CITY CLUB           64,383       70,000      0.05       70,000      0.05
MISC NON-ESCALATABLE                            466        1,344      0.00        1,344      0.00
NON-ESC TRAVEL & ENTERTAINMENT                    0          600      0.00          600      0.00
                                         ----------   ----------     -----   ----------      ----
 NON-ESCALATABLES                            66,591       77,768      0.06       76,368      0.06

SPACE PLANNING PROPOSALS                     41,545       36,500      0.03       48,000      0.04
LEASING/T.I. SERVICES                       180,901      180,000      0.14      180,000      0.14
TRAVEL & ENTERTAINMENT                        8,512        4,032      0.00       12,768      0.01
PUBLIC RELATIONS                                  0        1,200      0.00        1,200      0.00
LEASING MISCELLANEOUS                           696        1,200      0.00        1,200      0.00
                                         ----------   ----------     -----   ----------      ----
 LEASING                                    231,655      222,932      0.17      243,168      0.18

PROMOTION                                     8,552       15,596      0.01       17,192      0.01
P.R. AGENCY                                  13,597       24,640      0.02       24,640      0.02
THEATRE SHUTTLE BUS                          14,908       28,725      0.02       35,630      0.03
COMMUNITY RELATIONS                           2,289        1,344      0.00        1,344      0.00
ADVERTISING                                     420        1,512      0.00        1,512      0.00
CONTINGENCY                                       0            0      0.00            0      0.00
                                         ----------   ----------     -----   ----------      ----
 ADVERTISING & MARKETING                     39,765       71,817      0.05       80,318      0.06

LEGAL                                        18,237       85,000      0.06       47,600      0.04
TAX RETURN PREPARATION                        6,500       21,378      0.02       18,800      0.01
CONSULTANTS                                  18,248       12,880      0.01        8,400      0.01
ACCOUNTING SERVICES                          12,500       34,283      0.03       34,600      0.03
PROFESSIONAL FEES                                 0            0      0.00            0      0.00
                                         ----------   ----------     -----   ----------      ----
 PROFESSIONAL SERVICES                       55,485      153,541      0.12      109,400      0.08
                                         ----------   ----------     -----   ----------      ----
SUBTOTAL NON-ESC OPER EXPENSES            1,084,863    1,517,383      1.14    1,499,728      1.13
                                         ----------   ----------     -----   ----------      ----
TOTAL OPERATING EXPENSES                 10,936,364   15,797,668     11.88   15,093,454     11.34
                                         ----------   ----------     -----   ----------      ----
NET OPERATING INCOME                     19,326,737   25,361,646     19.09   21,289,444     16.03

INTEREST NOTES PAYABLE                      506,847      641,702      0.48   10,543,163      7.93
SWAP EXPENSE                                      0            0      0.00            0      0.00
INTEREST - WFB                            5,055,707    6,735,668      5.07            0      0.00
INTEREST - METRO                          5,055,659    6,735,669      5.07            0      0.00
OTHER FINANCING EXPENSES                     57,213            0      0.00       90,000      0.07
                                         ----------   ----------     -----   ----------      ----
TOTAL FINANCING EXPENSES                 10,675,426   14,113,039     10.62   10,633,163      8.00

</TABLE>

<PAGE>
MaguirePartners                                       TOTAL NRA       1,328,917
WELLS FARGO CENTER - PHASE I  AVG OCC. 1997  94.60%      OFFICE NRA   1,220,794
1998 OPERATING BUDGET         AVG OCC. 1998  87.50%       RETAIL NRA    108.123

<TABLE>
<CAPTION>
                                         ACTUAL YTD    1997         1997      1998         1998
                                      AS OF 9/30/97   BUDGET       PER/SF    BUDGET       PER/SF
                                      -------------   ------       ------    ------       ------
<S>                                     <C>         <C>           <C>           <C>       <C>

 DEPRECIATION                             4,509,642    6,038,940      4.54    6,037,572      4.54
 AMORTIZATION EXPENSE                       439,745      510,252      0.38      751,488      0.57
 FASB RENT ADJUSTMENT - OFFICE              410,004            0      0.00    1,079,316      0.81
 FASB RENT ADJUSTMENT - RETAIL                    0            0      0.00            0      0.00
 PRIOR YR ESCALATION                        (57,393)           0      0.00            0      0.00
 DOUBTFUL ACCOUNT                             6,542            0      0.00            0      0.00

 TAKEBACK SPACE EXPENSE                           0            0      0.00            0      0.00
 TAKEBACK SPACE REVENUE                           0            0      0.00            0      0.00
 TAKEBACK SPACE                                   0            0      0.00            0      0.00
                                         ----------   ----------     -----   ----------      ----
NET INCOME (LOSS)                         3,342,771    4,699,415      3.54    2,787,905      2.11

ACCRUALS                                    793,636      255,000      0.19      520,000      0.39
CAPITAL IMPROVEMENTS                        188,751      318,400      0.24      498,400      0.38
LINE OF CREDIT                            2,367,432    3,156,576      2.38            0      0.00
ACCRUED PROPERTY TAXES                     (674,993)           0      0.00            0      0.00
PRINCIPAL PAYMENTS                        1,530,879    2,068,663      1.56    2,142,540      1.61
TI LOAN REPAYMENT                            (9,811)           0      0.00      (14,309)    (0.01)
DEFERRED RENT                                     0            0      0.00            0      0.00
TENANT IMPROVEMENTS                       1,653,564    1,472,150      1.11      881,805      0.66
LEASING COMMISSIONS                         191,051      831,558      0.63    1,099,845      0.83
PREPAID RENT                               (225,798)           0      0.00            0      0.00
PRIOR YR PROPERTY TAX                             0            0      0.00            0      0.00
DEFERRED COSTS                              233,158            0      0.00       67,117      0.05
NON- CASH ITEMS - DEPRECIATION           (4,509,642)  (6,038,940)    (4.54)  (6,037,572)    (4.54)
       - AMORTIZATION                      (439,745)    (510,252)    (0.38)    (751,488)    (0.57)
       - FASB RENT ADJUSTMENT              (410,004)           0      0.00   (1,079,316)    (0.81)
                                         ----------   ----------     -----   ----------      ----
 TOTAL NON-CASH ITEMS                    (5,359,391)  (6,549,192)    (4.93)  (7,868,376)    (5.92)
                                         ----------   ----------     -----   ----------      ----
 TOTAL OTHER CASH REQUIREMENTS              688,478    1,553,155      1.17   (2,672,978)    (2.01)
                                         ----------   ----------     -----   ----------      ----
NET CASH FLOW                             2,654,293    3,146,260      2.37    5,460,883      4.11

CASH BEGINNING OF THE PERIOD             10,659,202   10,659,202             13,223,689

CAPITAL DISTRIBUTIONS                             0            0      0.00            0      0.00
                                         ----------   ----------     -----   ----------      ----
CASH AT END OF PERIOD                    13,313,495   13,805,462     10.39   18,684,572     14.06
                                         ==========   ==========     =====   ==========     =====

</TABLE>

<PAGE>

MaguirePartners
WELLS FARGO CENTER - PHASE I                              TOTAL NRA  1,328,917
1998 OPERATING BUDGET         AVG OCCUPANCY 1997  94.60%    OFFICE   1,220,794
ESCALATABLE EXPENSE SCHEDULE  AVG OCCUPANCY 1998  87.50%    RETAIL     108,123

<TABLE>
<CAPTION>
                                                                   1997                          1997        1997
                         SQ. FT.      1997              1997      ADJUSTED      1997             EST ACT     EST ACT     1998
                          USED       BUDGET    ADJ.   ADJUSTED    PER SQ. F   EST ACT     ADJ.  ADJUSTED    PER SQ. F   BUDGET
                        ---------  ----------  ---    --------    ---------   -------     ---   --------    ---------   ------  
<S>                   <C>         <C>               <C>         <C>        <C>            <C>             <C>        <C>
CLEANING/JAN. VAR (1)   1,220,794   1,719,100         1,719,100       1.41   1,639,100         1,639,100       1.34   1,187,011
JANITORIAL/JAN          1,220,794           0                 0       0.00           0                 0       0.00     440,436
BUILDING & GROUNDS      1,328,917     470,508           470,508       0.35     470,508           470,508       0.35     465,712
HVAC MAINTENANCE        1,328,917   1,065,960         1,065,960       0.80     965,960           965,960       0.73   1,042,053
ELEVATOR MAINTENANCE    1,328,917     437,659           437,659       0.33     427,659           427,659       0.32     398,469
ELECTRICAL MAINTENANCE  1,328,917      55,240            55,240       0.04      55,240            55,240       0.04      70,752
UTILITIES VARIABLE (2)  1,220,794   2,805,470         2,805,470       2.30   2,755,470         2,755,470       2.26   1,401,115
UTILITIES               1,220,794           0                 0       0.00           0                 0       0.00   1,352,935
SECURITY/LIFE SAFETY    1,328,917     869,796           869,796       0.65     754,796           754,796       0.57     750,023
INSURANCE               1,328,917   1,411,644         1,411,644       1.06   1,307,144         1,307,144       0.98   1,146,194
ADMINISTRATION          1,328,917     811,920           811,920       0.61     731,920           731,920       0.55     723,386
MANAGEMENT FEE - VAR.   1,328,917   1,050,726         1,050,726       0.79   1,011,126         1,011,126       0.76     934,234
ON-SITE PARKING         1,328,917      86,523            86,523       0.07      86,523            86,523       0.07     101,440
OFF-SITE PARKING        1,328,917     327,100           327,100       0.25     327,100           327,100       0.25     333,369
ATRIUM                  1,328,917     359,780           359,780       0.27     359,780           359,780       0.27     360,827
                                   ----------        ----------       ----  ----------        ----------       ----  ----------
SUBTOTAL ESC. EXP.                 11,471,426        11,471,426       8.93  10,892,326        10,892,326       8.49  10,707,957
                                   ----------        ----------       ----  ----------        ----------       ----  ----------

CSCI                    1,328,917     150,465           150,465       0.11     150,465           150,465       0.11      51,619
REAL PROPERTY TAXES     1,328,917   2,276,047         2,276,047       1.71   2,276,047         2,276,047       1.71   2,410,440
                                   ----------        ----------       ----  ----------        ----------       ----  ----------
TOTAL ESC. OFFICE EXP.             13,897,938        13,897,938      10.76  13,318,838        13,318,838      10.31  13,170,016
                                   ==========        ==========      =====  ==========        ==========      =====  ==========

RETAIL ESCALATABLE EXPENSES PER SQ. FT. (3)                           7.05                                     6.71
                                                                      ====                                     ====
</TABLE>


<TABLE>
<CAPTION>
                                                1998
                                   1998       ADJUSTED
                         ADJ.    ADJUSTED    PER SQ. FT.
                        ------   --------    -----------
<S>                   <C>       <C>         <C>
CLEANING/JAN. VAR (1)   101,744   1,288,755        1.06
JANITORIAL/JAN                      440,436        0.36
BUILDING & GROUNDS                  465,712        0.35
HVAC MAINTENANCE                  1,042,053        0.78
ELEVATOR MAINTENANCE                398,469        0.30
ELECTRICAL MAINTENANCE               70,752        0.05
UTILITIES VARIABLE (2)  120,096   1,521,211        1.25
UTILITIES                         1,352,935        1.11
SECURITY/LIFE SAFETY                750,023        0.56
INSURANCE                         1,146,194        0.86
ADMINISTRATION                      723,386        0.54
MANAGEMENT FEE - VAR.    80,077   1,014,311        0.76
ON-SITE PARKING                     101,440        0.08
OFF-SITE PARKING                    333,369        0.25
ATRIUM                              360,827        0.27
                                 ----------       -----
SUBTOTAL ESC. EXP.               11,009,874        8.58

CSCI                                 51,619        0.04
REAL PROPERTY TAXES               2,410,440        1.81
                                 ----------       -----
TOTAL ESC. OFFICE EXP.           13,471,932       10.43
                                 ==========       =====
RETAIL ESCALATABLE EXPENSES PER SQ. FT. (3)        6.65
                                                   ====
</TABLE>

(1) CLEANING/JANITORIAL CONTRACT & SUPPLIES EXPENSES ARE 85% VARIABLE.
(2) ELECTRICITY IS 50% VARIABLE AND WATER IS 75% VARIABLE.
(3) RETAIL ESCALATABLE EXPENSES EXCLUDE CLEANING/JANITORIAL & UTILITIES.


<PAGE>



WELLS FARGO CENTER--PHASE I                              TOTAL NRA   1,323,808
1998 OPERATING BUDGET                                       OFFICE   1,221,334
12 MONTH CASH FLOW                                        RETAIL NRA   102,474
                                                        

<TABLE>
<CAPTION>
                               1              2              3              4              5              6
                            JAN-98         FEB-98         MAR-98         APR-98         MAY-98         JUN-98
                        -------------- -------------- -------------- -------------- -------------- --------------
<S>                     <C>            <C>            <C>            <C>            <C>            <C>
OFFICE RENTALS             1,685,824      1,669,654      1,670,683      1,670,983      1,670,983      1,670,983
RETAIL RENTALS               172,105        171,953        171,042        177,047        177,047        177,047
ESCALATION REVENUE           665,810        661,720        658,978        659,263        659,263        659,263
SUNDRY REVENUE 52,796         52,796         58,296         58,296         58,296         75,896         85,596
PARKING REVENUE              404,823        387,631        376,205        372,046        399,777        399,414
OTHER REVENUE                 49,322         49,312         49,305         49,297         49,297         49,281
                           ---------      ---------      ---------      ---------      ---------      ---------
TOTAL REVENUE              3,030,680      2,998,566      2,984,509      2,986,932      3,032,263      3,039,584
ESCALATABLE EXPENSES         794,429        768,629        781,320        782,337        809,125        797,439
REAL PROPERTY TAXES            3,783         72,864          3,783      1,376,111          3,783          3,783
INSURANCE                     81,406          1,745          1,745        280,565         81,408        210,878
NON-ESCAL. EXPENSES          115,495        115,495        144,882        117,735        116,671        113,765
                           ---------      ---------      ---------      ---------      ---------      ---------
TOTAL EXPENSES               995,114        958,734        931,731      2,556,748      1,010,987      1,125,865
                           ---------      ---------      ---------      ---------      ---------      ---------
NET OPERATING INCOME       2,035,566      2,039,833      2,052,779        430,184      2,021,276      1,913,719
 INTEREST EXP                884,468        883,422        882,370        881,311        880,246        879,174
 TAKEBACK                          0              0              0              0              0              0
                           ---------      ---------      ---------      ---------      ---------      ---------
OPERATING CASH FLOW        1,151,098      1,156,411      1,170,409       (451,127)     1,141,030      1,034,545
 CAPITAL IMPROVEMENTS         41,533         41,533         41,533         41,533         41,533         41,533
 TENANT IMPROVEMENTS               0              0              0              0              0        260,902
 LEASING COMMISSION                0              0              0              0              0              0
 DEFERRED LEGAL FEES               0              0              0         61,117              0              0
 PRINCIPAL PAYMENTS          172,674        173,720        174,772        175,831        176,896        177,968
 TI LOAN REPAYMENT            (1,149)        (1,157)        (1,165)        (1,173)        (1,180)        (1,188)
 ACCRUALS (ESCAL
  REFUN                            0              0              0              0        520,000              0
                           ---------      ---------      ---------      ---------      ---------      ---------
NET CASH FLOW                938,040        942,315        955,269       (728,435)       403,781        555,330
                           =========      =========      =========      =========      =========      =========
BEGINNING CASH
 BALANCE                  13,223,689     14,161,729     15,104,043     16,059,312     15,330,877     15,734,657
ENDING CASH BALANCE       14,161,729     15,104,043     16,059,312     15,330,877     15,734,657     16,289,987
                          ==========     ==========     ==========     ==========     ==========     ==========



<CAPTION>
                               7              8              9             10             11             12           TOTAL
                            JUL-98         AUG-98         SEP-98         OCT-98         NOV-98         DEC-98          1998
                        -------------- -------------- -------------- -------------- -------------- -------------- -------------
<S>                     <C>            <C>            <C>            <C>            <C>            <C>            <C>
OFFICE RENTALS             1,688,677      1,679,633      1,681,284      1,685,661      1,685,661      1,687,387    20,147,413
RETAIL RENTALS               177,047        177,047        177,047        177,547        177,785        177,788     2,110,502
ESCALATION REVENUE           669,095        671,783        671,269        679,775        679,775        679,778     8,015,772
SUNDRY REVENUE 52,796         85,996         90,196         84,696         83,796         64,896         52,784       849,540
PARKING REVENUE              383,972        380,044        393,949        405,613        392,014        372,843     4,668,331
OTHER REVENUE                 49,273         49,265         49,257         49,249         49,241         49,241       591,340
                           ---------      ---------      ---------      ---------      ---------      ---------    ----------
TOTAL REVENUE              3,054,060      3,047,968      3,057,502      3,081,641      3,049,372      3,019,821    36,382,898
ESCALATABLE EXPENSES         819,405        800,357        800,261        826,978        786,775        794,709     9,561,763
REAL PROPERTY TAXES            3,783          3,783          3,783          3,783          3,783      1,402,747     2,885,769
INSURANCE                     81,408         81,408         81,408         81,408         81,408         81,408     1,146,194
NON-ESCAL. EXPENSES          115,067        144,002        113,235        114,201        113,361        175,817     1,499,728
                           ---------      ---------      ---------      ---------      ---------      ---------    ----------
TOTAL EXPENSES             1,019,662      1,029,549        998,686      1,026,370        985,326      2,454,680    15,093,454
                           ---------      ---------      ---------      ---------      ---------      ---------    ----------
NET OPERATING INCOME       2,034,398      2,018,419      2,058,816      2,055,271      2,064,046        565,141    21,289,444
 INTEREST EXP                878,096        877,011        875,920        874,822        873,718        962,605    10,633,163
TAKEBACK                           0              0              0              0              0              0             0
                           ---------      ---------      ---------      ---------      ---------      ---------    ----------
OPERATING CASH FLOW        1,156,302      1,141,408      1,182,896      1,180,449      1,190,328       (397,464)   10,656,281
 CAPITAL IMPROVEMENTS         41,533         41,533         41,533         41,533         41,533         41,537       498,400
 TENANT IMPROVEMENTS         260,903              0        180,000        180,000              0              0       881,805
 LEASING COMMISSION          974,445              0         62,700         62,700              0              0     1,099,845
 DEFERRED LEGAL FEES           6,000              0              0              0              0              0        87,117
 PRINCIPAL PAYMENTS          179,046        180,131        181,222        182,320        183,424        184,536     2,142,540
 TI LOAN REPAYMENT            (1,196)        (1,204)        (1,212)        (1,220)        (1,228)        (1,237)      (14,309)
 ACCRUALS (ESCAL
  REFUN                            0              0              0              0              0              0       520,000
                           ---------      ---------      ---------      ---------      ---------      ---------    ----------
NET CASH FLOW               (304,429)       920,948        718,653        715,116        966,599       (622,300)    5,460,883
                           =========      =========      =========      =========      =========      =========    ==========
BEGINNING CASH
 BALANCE                  16,289,987     15,985,558     16,906,505     17,625,158     18,340,274     19,306,873    13,223,689
ENDING CASH BALANCE       15,985,558     16,906,505     17,625,158     18,340,274     19,306,873     18,684,572    18,684,572
                          ==========     ==========     ==========     ==========     ==========     ==========    ==========
</TABLE>

                                       






<PAGE>

                         SUMMARY OF WEIGHTED AVERAGES
                Cushman & Wakefield Valuation Advisory Services
                                  Summer 1997




<TABLE>
<CAPTION>
                                             CAPITALIZATION RATES                 
                                   ----------------------------------------       INTERNAL
                                         GOING-IN            TERMINAL          RATE OF RETURN
                                      LOW       HIGH       LOW       HIGH       LOW       HIGH
                                   --------- ---------- --------- --------- ---------- ----------
<S>                                <C>       <C>        <C>       <C>       <C>        <C>
OFFICE
Urban/CBD                              9.6%      10.0%      9.5%      9.9%      11.5%      12.4%
                                       ---       ----       ---       ---       ----       ----
 Class A - Leased Asset                8.9%       9.5%      9.2%      9.7%      11.0%      11.8%
 Class B - Leased Asset               10.1%      10.3%      9.8%     10.0%      11.7%      12.3%
 Class A - Value Added                 9.3%       9.8%      9.4%      9.9%      11.8%      13.3%
 Class B - Value Added                10.7%      10.8%     10.0%     10.1%      12.5%      12.8%
                                      ----       ----      ----      ----       ----       ----
Suburban                               9.0%       9.6%      9.7%     10.2%      11.6%      12.5%
                                      ----       ----      ----      ----       ----       ----
 Class A - Leased Asset                9.0%       9.5%      9.4%      9.8%      11.0%      11.8%
 Class B - Leased Asset                9.3%       9.9%      9.9%     10.3%      11.7%      12.8%
 Class A - Value Added                 8.6%       9.3%      9.6%     10.2%      11.8%      12.9%
 Class B - Value Added                 9.5%      10.1%     10.3%     10.8%      12.5%      13.3%
                                      ----       ----      ----      ----       ----       ----
INDUSTRIAL
Warehouse/Distribution                 9.1%       9.5%      9.8%     10.1%      11.2%      11.9%
                                      ----       ----      ----      ----       ----       ----
 Class A - Leased Asset                8.7%       9.2%      9.4%      9.7%      10.8%      11.4%
 Class B - Leased Asset                9.4%       9.7%      9.9%     10.1%      11.1%      12.0%
 Class A - Value Added                 9.4%       9.7%     10.0%     10.3%      11.5%      12.2%
 Class B - Value Added                 9.7%      10.0%     10.4%     10.7%      11.8%      12.6%
                                      ----       ----      ----      ----       ----       ----
Business Parks/Other Ind'l & Mfg       9.4%       9.8%     10.2%     10.5%      12.2%      13.6%
                                      ----       ----      ----      ----       ----       ----
 Class A - Leased Asset                9.2%       9.7%      9.9%     10.3%      12.1%      13.1%
 Class B - Leased Asset                9.5%       9.8%     10.1%     10.3%      12.3%      13.3%
 Class A - Value Added                 9.7%      10.0%     10.4%     10.6%      12.3%      13.3%
 Class B - Value Added                 9.7%      10.0%     10.6%     10.9%      12.3%      14.5%
                                      ----       ----      ----      ----       ----       ----
RETAIL
Neighborhood & Community Centers       9.4%       9.8%      9.8%     10.1%      11.2%      12.1%
                                      ----       ----      ----      ----       ----       ----
 Class A - Leased Asset                9.1%       9.5%      9.5%      9.9%      10.9%      11.8%
 Class B - Leased Asset                9.5%       9.8%      9.8%     10.1%      11.2%      12.0%
 Class A - Value Added                 9.6%       9.9%     10.0%     10.2%      11.6%      12.3%
 Class B - Value Added                 9.9%      10.1%     10.3%     10.5%      11.5%      12.5%
                                      ----       ----      ----      ----       ----       ----
Power Center & "Big Box"               9.4%       9.7%      9.9%     10.1%      11.5%      12.3%
 Class A - Leased Asset                9.4%       9.9%      9.8%     10.1%      11.3%      12.0%



<CAPTION>
                                                 GROWTH RATE
                                   --------------------------------------- TYPICAL PROJECTION
                                         INCOME             EXPENSES         PERIOD (YEARS)
                                      LOW       HIGH      LOW       HIGH      LOW     HIGH
                                   --------- --------- --------- --------- -------- --------
<S>                                <C>       <C>       <C>       <C>       <C>      <C>
OFFICE
Urban/CBD                              3.9%      4.0%      3.7%      3.8%     7.2      7.5
                                       ---       ---       ---       ---      ---      ---
 Class A - Leased Asset                3.9%      4.1%      3.7%      3.8%     7.2      7.5
 Class B - Leased Asset                3.9%      4.0%      3.6%      3.8%     7.2      7.5
 Class A - Value Added                 3.8%      3.9%      3.7%      3.8%     6.9      7.1
 Class B - Value Added                 3.9%      4.0%      3.6%      3.8%     5.6      6.0
                                       ---       ---       ---       ---      ---      ---
Suburban                               3.3%      3.6%      3.2%      3.4%     7.2      7.9
                                       ---       ---       ---       ---      ---      ---
 Class A - Leased Asset                3.4%      3.5%      3.3%      3.4%     7.7      8.4
 Class B - Leased Asset                3.3%      3.5%      3.2%      3.4%     8.3      8.9
 Class A - Value Added                 3.2%      3.7%      3.2%      3.3%     6.0      6.7
 Class B - Value Added                 3.4%      3.6%      3.1%      3.4%     5.7      6.7
                                       ---       ---       ---       ---      ---      ---
INDUSTRIAL
Warehouse/Distribution                 3.0%      3.3%      3.1%      3.3%     8.2      8.6
                                       ---       ---       ---       ---      ---      ---
 Class A - Leased Asset                3.1%      3.3%      3.2%      3.3%     9.2      9.3
 Class B - Leased Asset                3.0%      3.3%      3.0%      3.2%     8.9      9.3
 Class A - Value Added                 3.0%      3.3%      3.0%      3.3%     6.2      6.8
 Class B - Value Added                 3.0%      3.4%      3.1%      3.4%     6.7      7.3
                                       ---       ---       ---       ---      ---      ---
Business Parks/Other Ind'l & Mfg       3.3%      3.6%      3.3%      3.6%     5.1      6.8
                                       ---       ---       ---       ---      ---      ---
 Class A - Leased Asset                3.5%      3.7%      3.5%      3.7%     8.2      8.3
 Class B - Leased Asset                3.2%      3.5%      3.2%      3.5%     6.0      6.7
 Class A - Value Added                 3.2%      3.5%      3.2%      3.5%     4.0      5.3
 Class B - Value Added                 3.1%      3.6%      3.1%      3.6%     4.0      5.3
                                       ---       ---       ---       ---      ---      ---
RETAIL
Neighborhood & Community Centers       3.4%      3.7%      3.3%      3.5%     6.9      7.5
                                       ---       ---       ---       ---      ---      ---
 Class A - Leased Asset                3.2%      3.4%      3.4%      3.6%     7.8      8.5
 Class B - Leased Asset                3.2%      3.6%      3.3%      3.5%     7.0      8.1
 Class A - Value Added                 3.5%      3.8%      3.3%      3.5%     6.3      6.8
 Class B - Value Added                 3.8%      4.1%      3.3%      3.5%     6.3      6.5
                                       ---       ---       ---       ---      ---      ---
Power Center & "Big Box"               3.1%      3.3%      3.2%      3.3%     7.2      8.4
 Class A - Leased Asset                3.1%      3.3%      3.3%      3.4%     8.8     10.2
</TABLE>







<PAGE>

                          Summary of Weighted Averages
                Cushman & Wakefield Valuation Advisory Services
                                  Summer 1997
<TABLE>
<CAPTION>

                             Capitalization Rates                            Growth Rate         
                            -----------------------       Internal     ----------------------  Typical Projection
                             Going-In     Terminal     Rate of Return    Income     Expenses     Perlod (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 B - Leased Asset    9.0%   9.0%  10.0%  10.0%   12.0%  13.0%   3.0%  3.0%  3.0%  3.0%      4.0  5.0
  Class A - Value Added     9.8%   9.8%  10.1%  10.1%   12.0%  13.0%   3.5%  3.5%  3.0%  3.0%      6.0  6.7
  Class B - Value Added     9.0%   9.0%  10.5%  10.5%   12.0%  13.0%   3.0%  3.0%  3.0%  3.0%      4.0  5.0
                            ---    ---   ----   ----    ----   ----    ---   ---   ---   ---       ---  ---
REGIONAL MALLS              8.4%   9.1%   8.7%   9.4%   13.4%  13.9%   3.2%  3.4%  3.4%  3.6%      6.4  6.9
                            ---    ---   ----   ----    ----   ----    ---   ---   ---   ---       ---  ---
  Class A - Leased Asset    8.0%   8.5%   8.5%   9.0%   11.1%  12.0%   3.0%  3.4%  3.3%  3.6%      8.1  8.6
  Class B - Leased Asset    9.0%   9.5%   9.2%   9.7%   15.0%  15.0%   2.8%  2.8%  3.5%  3.5%      4.3  5.0
  Class A - Value Added     8.3%   9.0%   8.5%   9.5%   15.8%  15.8%   3.5%  3.5%  3.3%  3.5%      6.0  6.7
  Class B - Value Added     9.0%  10.0%   8.5%   9.5%   16.5%  16.5%   4.0%  4.0%  4.0%  4.0%      4.3  5.0
                            ---    ---   ----   ----    ----   ----    ---   ---   ---   ---       ---  ---
SPECIALTY RETAIL            9.3%   9.3%   9.7%   9.7%   12.3%  12.5%   2.7%  2.7%  4.0%  4.0%      5.0  5.9
                            ---    ---   ----   ----    ----   ----    ---   ---   ---   ---       ---  ---
  Class A - Leased Asset    9.0%   9.0%   9.5%   9.5%   11.5%  11.8%   3.0%  3.0%  4.0%  4.0%      5.3  6.0
  Class B - Leased Asset   10.0%  10.0%  10.8%  10.8%   14.0%  14.0%   2.0%  2.0%                  6.5  7.5
  Class A - Value Added     9.0%   9.0%   9.0%   9.0%                                              3.0  3.0
  Class B - Value Added     9.0%   9.0%   9.0%   9.0%                                              3.0  5.0

RESIDENTIAL
                            ---    ---   ----   ----    ----   ----    ---   ---   ---   ---       ---  ---
 APARTMENTS                 8.8%   9.0%   9.2%   9.4%   11.4%  11.7%   3.5%  3.7%  3.1%  3.2%      9.0  9.3
                            ---    ---   ----   ----    ----   ----    ---   ---   ---   ---       ---  ---
   Class A - Leased Asset   8.6%   8.8%   9.0%   9.3%   11.0%  11.4%   3.3%  3.4%  3.2%  3.3%      9.5  9.6
   Class B - Leased Asset   9.0%   9.1%   9.5%   9.6%   11.8%  11.9%   3.3%  3.6%  3.1%  3.2%      9.0  9.3
   Class A - Value Added    8.8%   9.0%   8.9%   9.2%   11.5%  11.8%   3.9%  4.1%  3.0%  3.3%      8.3  8.8
   Class B - Value Added    9.2%   9.4%   9.4%   9.4%   12.2%  12.5%   3.9%  4.1%  3.0%  3.3%      8.3  8.8
</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.




<PAGE>

OFFICE MARKET

URBAN/CBD




<TABLE>
<CAPTION>
                                 CAPITALIZATION RATES                 INTERNAL
                       ----------------------------------------    RATE OF RETURN
                             GOING-IN            TERMINAL
                          LOW       HIGH       LOW       HIGH       LOW       HIGH
                       --------- ---------- --------- --------- ---------- ----------
<S>                    <C>       <C>        <C>       <C>       <C>        <C>
Class A--Leased Asset
                           8.0%      10.0%
                           9.0%       9.0%      8.5%      8.5%
                           9.0%       9.0%      9.5%      9.5%      11.5%      11.5%
                           9.0%       9.0%      9.0%      9.0%
                           9.5%       9.5%      9.5%      9.5%      11.5       11.5%
                          10.5%      10.5%      9.5%      9.5%
                           8.0%       9.0%      9.0%     10.0%      10.5%      12.0%
                           8.5%       9.5%      9.0%      9.5%      10.5%      11.5%
                           9.0%       9.5%      9.5%     10.0%      12.0%      12.0%
                           9.5%       9.5%     10.0%     10.0%
                           8.0%      10.0%      8.5%     11.0%      10.0%      12.0%
                          ----       ----      ----      ----       ----       ----
 Responses                  11         11        10        10          6          6
 Average (%)               8.9%       9.5%      9.2%      9.7%      11.0%      11.8%
                          ----       ----      ----      ----       ----       ----
Class B--Leased Asset
                          10.0%      10.0%     10.0%     10.0%
                          10.5%      10.5%     10.5%     10.5%      12.0%      12.0%
                          12.0%      12.0%     10.0%     10.0%
                           9.0%       9.0%      8.5%      8.5%
                           9.0%      10.0%      9.5%     10.0%      11.0%      12.0%
                          10.0%      10.5%     10.5%     11.0%      12.0%      13.0%
                          ----       ----      ----      ----       ----       ----
 Responses                   6          6         6         6          3          3
 Average (%)              10.1%      10.3%      9.8%     10.0%      11.7%      12.3%
                          ----       ----      ----      ----       ----       ----
Class A--Value Added
                           8.0%       8.0%      9.0%      9.0%
                           9.0%       9.0%      8.5%      8.5%
                           9.0%       9.0%      9.5%      9.5%      11.5%      11.5%
                          12.0%      12.0%      9.5%      9.5%
                           8.0%       8.0%      9.5%      9.5%      12.0%      16.0%
                           9.0%      12.0%      9.5%     12.0%      11.0%      13.0%
                          10.0%      10.5%     10.5%     11.0%      12.5%      12.5%
                          ----       ----      ----      ----       ----       ----
 Respones                    7          7         7         7          4          4
 Average (%)               9.3%       9.8%      9.4%      9.8%      11.8%      13.3%
Class B--Value Added
                           9.0%       9.0%     10.0%     10.0%
                           9.0%       9.0%      8.5%      8.5%
                          10.0%      10.0%     10.5%     10.5%      12.0%      12.0%
                          15.0%      15.0%     10.0%     10.0%
                          10.5       11.0%     11.0%     11.5%      13.0%      13.5%
                          ----       ----      ----      ----       ----       ----
 Responses                   5          5         5         5          2          2
 Average (%)              10.7%      10.8%     10.0%     10.1%      12.5%      12.8%
                          ----       ----      ----      ----       ----       ----
Total Responses             29         29        28        28         15         15
Weighted Average (%)       9.6%      10.0%      9.5%      9.9%      11.5%      12.4%
                          ====       ====      ====      ====       ====       ====



<CAPTION>
                                     GROWTH RATE
                       --------------------------------------- TYPICAL PROJECTION
                             INCOME             EXPENSES         PERIOD (YEARS)
                          LOW       HIGH      LOW       HIGH      LOW     HIGH
                       --------- --------- --------- --------- -------- --------
<S>                    <C>       <C>       <C>       <C>       <C>      <C>
Class A--Leased Asset
                                                                  3.0      5.0
                           4.0%      4.0%      4.0%      4.0%    10.0     10.0
                           4.0%      4.0%      4.0%      4.0%    10.0     10.0
                           4.0%      4.0%      3.0%      3.0%     5.0      5.0
                           4.0%      4.0%      4.0%      4.0%     5.0      5.0
                           3.5%      3.5%      3.5%      3.5%    10.0     10.0
                                                                 10.0     10.0
                           3.5%      4.0%      3.5%      4.0%    10.0     10.0
                           4.0%      5.0%      4.0%      4.0%    10.0     10.0
                                               3.5%      3.5%    10.0     10.0
                                               ---       ---     ----     ----
 Responses                   7         7         8         8       10       10
 Average (%)               3.9%      4.1%      3.7%      3.8%     8.3      8.5
                           ---       ---       ---       ---     ----     ----
Class B--Leased Asset
                           4.0%      4.0%      4.0%      4.0%    10.0     10.0
                           4.0%      4.0%      3.0%      3.0%     5.0      5.0
                           4.0%      4.0%      4.0%      4.0%     5.0      5.0
                                                                  3.0      5.0
                                                                 10.0     10.0
                           3.5%      4.0%      3.5%      4.0%    10.0     10.0
                           ---       ---       ---       ---     ----     ----
 Responses                   4         4         4         4        6        6
 Average (%)               3.9%      4.0%      3.8%      3.6%     7.2      7.5
                           ---       ---       ---       ---     ----     ----
Class A--Value Added
                           4.0%      4.0%      4.0%      4.0%     5.0      5.0
                                                                  3.0      5.0
                           4.0%      4.0%      3.0%      3.0%     5.0      5.0
                           4.0%      4.0%      4.0%      4.0%     5.0      5.0
                           4.0%      4.0%      4.0%      4.0%    10.0     10.0
                           3.5%      3.5%                        10.0     10.0
                           3.5%      4.0%      3.5%      4.0%    10.0     10.0
                           ---       ---       ---       ---     ----     ----
 Responses                   6         6         5         5        7        7
 Average (%)               3.8%      3.8%      3.7%      3.8%     6.9      7.1
Class B--Value Added
                           4.0%      4.0%      4.0%      4.0%     5.0      5.0
                                                                  3.0      5.0
                           4.0%      4.0%      3.0%      3.0%     5.0      5.0
                           4.0%      4.0%      4.0%      4.0%     5.0      5.0
                           3.5%      4.0%      3.5%      4.0%    10.0     10.0
                           ---       ---       ---       ---     ----     ----
 Responses                   4         4         4         4        5        5
 Average (%)               3.9%      4.0%      3.6%      3.8%     5.6      6.0
                           ---       ---       ---       ---     ----     ----
Total Responses             21        21        21        21       28       28
Weighted Average (%)       3.9%      4.0%      3.7%      3.8%     7.2      7.5
                           ===       ===       ===       ===     ====     ====
</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.






<PAGE>

OFFICE MARKET
SUBURBAN/NON-CBD




<TABLE>
<CAPTION>
                                 CAPITALIZATION RATES                 INTERNAL
                        ---------------------------------------    RATE OF RETURN
                             GOING-IN            TERMINAL
                           LOW       HIGH      LOW       HIGH       LOW       HIGH
                        --------- --------- --------- --------- ---------- ----------
<S>                     <C>       <C>       <C>       <C>       <C>        <C>
Class A - Leased Asset
                            8.0%      8.0%      8.5%      8.5%      11.0%      11.0%
                            8.5%      8.5%      9.0%      9.0%      10.5%      10.5%
                            9.0%      9.0%      8.5%      8.5%
                            9.5%      9.5%      9.5%      9.5%
                           10.0%     10.0%
                           10.5%     10.5%     11.0%     11.0%      12.0%      12.0%
                            8.5%      8.5%      9.0%      9.0%      11.0%      11.0%
                            9.5%      9.5%     10.0%     10.0%      11.0%      11.0%
                            8.0%     10.0%      9.0%     11.0%      11.0%      13.0%
                            8.0%      9.0%      8.5%      9.5%      11.0%      11.5%
                            8.0%      9.0%      9.5%     10.0%      10.0%      12.0%
                            8.5%     11.0%      9.0%     11.0%      10.0%      12.0%
                            8.5%      9.5%      9.0%      9.5%      10.5%      11.0%
                            9.8%      9.8%     10.0%     10.0%      12.0%      14.0%
                           10.0%     10.0%      9.5%      9.5%
                                               11.0%     11.0%      12.0%      13.0%
                                               ----      ----       ----       ----
Responses                    15        15        15        15         12         12
Average (%)                 9.0%      9.5%      9.4%      9.8%      11.0%      11.8%
Class B - Leased Asset
                            9.0%      9.0%      8.5%      8.5%
                           10.0%     10.0%     11.0%     11.0%      12.0%      12.0%
                           10.5%     10.5%     10.5%     10.5%
                            8.5%      8.5%      9.3%      9.3%      11.5%      11.5%
                            9.5%      9.5%     10.5%     10.5%      12.5%      12.5%
                            8.0%     10.0%      9.0%     11.0%      11.0%      13.0%
                            8.5%     10.5%     10.0%     10.5%      11.0%      13.5%
                            9.0%     10.0%      9.5%     10.5%      11.5%      12.5%
                            9.5%     10.5%     10.0%     11.0%      11.5%      12.0%
                           10.0%     10.0%     10.0%     10.0%
                           10.0%     10.0%      9.3%      9.3%      12.0%      15.0%
                                               11.0%     11.0%      12.0%      13.0%
                                               ----      ----       ----       ----
Responses                    11        11        12        12          9          9
Average (%)                 9.3%      9.9%      9.9%     10.3%      11.7%      12.8%
                           ----      ----      ----      ----       ----       ----
Class A - Value Added
                            8.0%      6.0%      9.0%      9.0%      12.0%      12.0%
                            8.5%      8.5%      9.5%      9.5
                            9.0%      9.0%      8.5%      8.5%
                           10.0%     10.0%     10.5%     10.5%      12.0%      12.0%
                           10.0%     10.0%     11.0%     12.0%      12.0%       2.0%
                                                                    13.0%      13.0%
                            8.0%     10.0%      9.0%     11.0%      11.0%      13.0%
                            8.0%      9.0%      8.5%      9.5%      11.0%      15.0%
                            9.0%     12.0%      9.5%     12.0%      11.0%      13.0%
                                               11.0%     11.0%      12.0%      13.0%
                                               ----      ----       ----       ----
Responses                     8         8         9         9          8          8
Average (%)                 8.6%      9.3%      9.6%     10.2%      11.8%      12.9%
                           ----      ----      ----      ----       ----       ----
Class B - Value Added
                            9.0%      9.0%      8.5%      8.5%
                            8.5%      9.5%     10.5%     10.5%
                           12.0%     12.0%     12.0%     12.0%      13.0%      13.0%
                                                                    15.0%      15.0%
                            8.0%     10.0%      9.0%     11.0%      11.0%      13.0%
                            9.0%     10.0%      9.5%     10.5%      11.5%      12.5%
                                               12.0%     12.0%      12.0%      13.0%
                                               ----      ----       ----       ----
Responses                     5         5         6         6          5          5
Average (%)                 9.5%     10.1%     10.3%     10.8%      12.5%      13.3%
                           ----      ----      ----      ----       ----       ----
Total Responses              39        39        42        42         34         34
Weighted Average (%)        9.0%      9.8%      9.7%     10.2%      11.6%      12.5%
                           ----      ----      ----      ----       ----       ----



<CAPTION>
                                      GROWTH RATE
                        --------------------------------------- TYPICAL PROJECTION
                              INCOME             EXPENSES          PERIOD (YEARS)
                           LOW       HIGH      LOW       HIGH      LOW       HIGH
                        --------- --------- --------- --------- --------- ---------
<S>                     <C>       <C>       <C>       <C>       <C>       <C>
Class A - Leased Asset
                            3.5%      3.5%      3.5%      3.5%     10.0      10.0
                            4.0%      4.0%      4.0%      4.0%     10.0      10.0
                            4.0%      4.0%      4.0%      4.0%     10.0      10.0
                            4.0%      4.0%      3.0%      3.0%      5.0       5.0
                            3.0%      3.0%      3.0%      3.0%      5.0       5.0
                            2.0%      2.0%      2.0%      2.0%     10.0      10.0
                            3.0%      3.0%      3.0%      3.0%      5.0       5.0
                            3.0%      4.0%      3.0%      4.0%      5.0      10.0
                            4.0%      5.0%      3.0%      4.0%      5.0      10.0
                                                3.5%      3.5%     10.0      10.0
                                                3.5%      3.5%     10.0      10.0
                                                                   10.0      10.0
                            4.0%      4.0%      4.0%      4.0%     10.0      10.0
                            3.0%      3.0%      3.0%      3.0%     10.0      10.0
                            3.0%      3.0%      3.0%      3.0%      5.0       5.0
                            ---       ---       ---       ---      ----      ----
Responses                    12        12        14        14        18        18
Average (%)                 3.4%      3.5%      3.3%      3.4%      7.7       8.4
Class B - Leased Asset
                                                                    3.0       5.0
                            2.0%      2.0%      2.0%      2.0%     10.0      10.0
                            4.0%      4.0%      4.0%      4.0%     10.0      10.0
                            3.5%      3.5%      3.5%      3.5%     10.0      10.0
                            3.0%      3.0%      3.0%      3.0%     10.0      10.0
                            3.0%      4.0%      3.0%      4.0%      5.0      10.0
                            3.5%      3.5%                         10.0      10.0
                            4.0%      5.0%      3.5%      4.0%      7.0       7.0
                                                                   10.0      10.0
                            3.0%      3.0%      3.0%      3.0%     10.0      10.0
                            4.0%      4.0%      4.0%      4.0%     10.0      10.0
                            3.0%      3.0%      3.0%      3.0%      5.0       5.0
                            ---       ---       ---       ---      ----      ----
Responses                    10        10         9         9        12        12
Average (%)                 3.3%      3.5%      3.2%      3.4%      8.3       8.9
                            ---       ---       ---       ---      ----      ----
Class A - Value Added
                            3.5%      3.5%      3.0%      3.0%      5.0       5.0
                            4.0%      4.0%      4.0%      4.0%      5.0       5.0
                                                                    3.0       5.0
                            2.0%      4.0%      3.0%      3.0%      5.0       5.0
                            2.0%      2.0%      2.0%     10.0      10.0
                            3.5%      3.5%      3.5%      3.5%      5.0       5.0
                            4.0%      4.0%      3.0%      3.0%
                            3.0%      4.0%      3.0%      4.0%      5.0      10.0
                            4.0%      5.0%      3.5%      4.0%      7.0       7.0
                                                3.5%      3.5%     10.0      10.0
                            3.0%      3.0%      3.0%      3.0%      5.0       5.0
                            ---       ---       ---      ----      ----      ----
Responses                     9         9        10        10        10        10
Average (%)                 3.2%      3.7%      3.2%      3.3%      6.0       6.7
                            ---       ---       ---      ----      ----      ----
Class B - Value Added
                                                                    3.0       5.0
                            4.0%      4.0%      4.0%      4.0%      5.0       5.0
                            2.0%      2.0%      2.0%      2.0%     10.0      10.0
                            3.5%      3.5%      3.5%      3.5%      5.0       5.0
                            4.0%      4.0%      3.0%      3.0%
                            3.0%      4.0%      3.0%      4.0%      5.0      10.0
                            4.0%      5.0%      3.5%      4.0%      7.0       7.0
                            3.0%      3.0%      3.0%      3.0%      5.0       5.0
                            ---       ---       ---      ----      ----      ----
Responses                     7         7         7         7         7         7
Average (%)                 3.4%      3.6%      3.1%      3.4%      5.7       8.7
                            ---       ---       ---      ----      ----      ----
Total Responses              38        38        40        40        45        45
Weighted Average (%)        3.3%      3.6%      3.2%      3.4%      7.2       7.9
                            ---       ---       ---      ----      ----      ----
</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.











<PAGE>

INDUSTRIAL MARKET
WAREHOUSE/DISTRIBUTION

<TABLE>
<CAPTION>
                                  CAPITALIZATION RATES                 INTERNAL
                         ---------------------------------------    RATE OF RETURN
                              GOING-IN            TERMINAL
                            LOW       HIGH      LOW       HIGH       LOW       HIGH
                         --------- --------- --------- --------- ---------- ----------
<S>                      <C>       <C>       <C>       <C>       <C>        <C>
Class A -- Leased Asset
                             8.3%      8.3%     8.8%       8.8%      10.5%      10.5%
                             8.5%      8.5%     9.0%       9.0%      10.5%      10.5%
                             9.5%      9.5%    10.0%      10.0%
                            10.0%     10.0%    10.0%      10.0%
                             9.0%      9.0%    10.0%      10.0%      11.0%      11.0%
                             8.5%      8.5%
                             9.0%      9.0%     9.0%       9.0%      11.0%      11.0%
                             8.5%      8.5%
                             9.0%      9.0%     9.0%       9.0%      11.0%      11.0%
                             8.0%      9.0%     9.0%      10.0%      10.5%      12.0%
                             8.0%      9.0%     9.5%      10.0%      10.0%      11.0%
                             8.0%      9.0%     9.0%      10.0%      10.0%      12.0%
                             8.5%     10.5%     9.0%      11.0%      10.0%      12.0%
                             8.5%      9.3%     9.3%       9.8%
                             8.5%      9.0%     9.0%       9.0%      10.5%      11.0%
                             8.5%      9.0%     9.0%       8.5%      11.0%      11.5%
                             8.5%      9.5%     9.0%       9.5%
                             9.3%      9.3%     9.5%       9.5%      12.0%      12.0%
                             9.5%      9.5%     9.5%       9.5%
                                               11.0%      11.0%      12.0%      12.0%
                                               ----       ----       ----       ----
 Responses                    17        17       17         17         12         12
 Average (%)                 8.7%      9.2%     9.4%       9.7%      10.8%      11.4%
                            ----      ----     ----       ----       ----       ----
Class B -- Leased Asset
                             8.5%      8.5%     9.0%       9.0%      10.0%      10.0%
                             9.5%      9.5%    10.0%      10.0%      10.0%      12.0%
                            10.0%     10.0%    10.0%      10.0%
                            10.5%     10.5%    11.0%      11.0%      13.0%      13.0%
                             9.5%      9.5%     9.5%       9.5%      12.0%      12.0%
                             8.0%      9.0%     9.0%      10.0%      10.0%      12.0%
                             9.0%     10.0%    10.0%      10.5%      10.5%      12.0%
                             9.0%      9.5%     9.5%       9.5%      11.0%      12.0%
                             9.5%     10.0%    10.0%      10.5%      11.5%      12.0%
                             9.8%      9.8%     9.8%       9.8%
                            10.0%     10.5%    10.0%      10.5%
                             9.5%     10.0%     9.5%      10.0%      10.5%      11.5%
                                               11.0%      11.0%      12.0%      13.0%
                                               ----       ----       ----       ----
 Responses                    12        12       13         13         10         10
 Average (%)                 9.4%      9.7%     9.9%      10.1%      11.1%      12.0%
                            ----      ----     ----       ----       ----       ----
Class A -- Value Added
                             8.0%      9.0%     9.0%      10.0%      10.0%      12.0%
                             8.5%      9.0%     90.%       9.5%      11.0%      11.5%
                                               11.0%      11.0%      12.0%      13.0%
                             9.5%      9.5%     9.5%       9.5%      12.0%      12.0%
                            10.0%     10.0%    10.0%      10.0%
                            11.0%     11.0%    11.5%      11.5%
                                                                     12.5%      12.5%
                                                                     ----       ----
 Responses                     5         5        6          6          5          5
 Average (%)                 9.4%      9.7%    10.0%      10.3%      11.5%      12.2%
                            ----      ----     ----       ----       ----       ----
Class B -- Value Added
                             8.0%      9.0%     9.0%      10.0%      10.0%      12.0%
                             9.5%     10.0%    10.0%      10.5%      11.5%      12.0%
                            10.0%     10.0%    10.0%      10.0%      13.0%      13.0%
                            10.0%     10.0%    10.0%      10.0%
                            11.0%     11.0%    11.5%      11.5%
                                                                     13.5%      13.5%
                                                                     13.5%      13.5%
                                                          11.0%      12.0%       3.0%
                                               12.0%      12.0%      12.0%      13.0%
                                               ----       ----       ----       ----
 Responses                     5         5        6          6          6          6
 Average (%)                 9.7%     10.0%    10.4%      10.7%      11.8%      12.6%
                            ----      ----     ----       ----       ----       ----
Total Responses               39        39       42         42         33         33
Weighted Average (%)         9.1%      9.5%     9.8%      10.1%      11.2%      11.9%
                            ====      ====     ====       ====       ====       ====



<CAPTION>
                                       GROWTH RATE
                         --------------------------------------- TYPICAL PROJECTION
                               INCOME             EXPENSES          PERIOD (YEARS)
                            LOW       HIGH      LOW       HIGH      LOW       HIGH
                         --------- --------- --------- --------- --------- ---------
<S>                      <C>       <C>       <C>       <C>       <C>       <C>
Class A -- Leased Asset
                             3.5%      3.5%      3.5%      3.5%     10.0      10.0
                             4.0%      4.0%      4.0%      4.0%     10.0      10.0
                             3.5%      3.5%      3.5%      3.5%     10.0      10.0
                                                                     3.0       5.0
                             3.0%      3.0%      3.0%      3.0%     10.0      10.0
                             2.0%      2.0%      2.0%      2.0%     10.0      10.0
                             2.0%      2.0%      2.0%      2.0%     10.0      10.0
                             3.5%      3.5%      3.5%      3.5%     10.0      10.0
                                                 3.5%      3.5%     10.0      10.0
                             3.0%      4.0%      3.0%      4.0%
                                                 3.5%      3.5%     10.0      10.0
                                                 3.5%      3.5%     10.0      10.0
                             3.0%      3.0%      3.0%      3.0%     10.0      10.0
                             3.0%      4.0%      3.0%      4.0%     10.0      10.0
                             3.0%      3.0%      3.0%      3.0%     10.0      10.0
                             3.0%      3.0%      3.0%      3.0%     10.0      10.0
                             3.0%      3.0%      3.0%      3.0%      5.0       5.0
                             ---       ---       ---       ---      ----      ----
 Responses                    12        12        15        15        15        15
 Average (%)                 3.1%      3.3%      3.2%      3.3%      9.2       9.3
                             ---       ---       ---       ---      ----      ----
Class B -- Leased Asset
                             3.5%      3.5%      3.5%      3.5%     10.0      10.0
                             3.0%      3.0%      3.0%      3.0%     10.0      10.0
                                                                     3.0       5.0
                             3.0%      3.0%      3.0%      3.0%     10.0      10.0
                             2.0%      2.0%      2.0%      2.0%     10.0      10.0
                             3.0%      4.0%      3.0%      4.0%
                                                 3.5%      3.5%     10.0      10.0
                             3.0%      3.0%      3.0%      3.0%     10.0      10.0
                             3.0%      4.0%      3.0%      4.0%     10.0      10.0
                             3.0%      3.0%      3.0%      3.0%     10.0      10.0
                             3.0%      4.0%      3.5%      3.5%     10.0      12.0
                             3.0%      3.0%      3.0%      3.0%      5.0       5.0
                             ---       ---       ---       ---      ----      ----
 Responses                    10        10        11        11        11        11
 Average (%)                 3.0%      3.3%      3.0%      3.2%      8.9       9.3
                             ---       ---       ---       ---      ----      ----
Class A -- Value Added
                             3.0%      4.0%      3.0%      4.0%
                             3.0%      4.0%      3.0%      4.0%     10.0      10.0
                             3.0%      3.0%      3.0%      3.0%      5.0       5.0
                             2.0%      2.0%      2.0%      2.0%     10.0      10.0
                                                                     3.0       5.0
                             3.5%      3.5%      3.5%      3.5%      4.0       6.0
                             3.5%      3.5%      3.5%      3.5%      5.0       5.0
                             ---       ---       ---       ---      ----      ----
 Responses                     6         6         6         6         6         6
 Average (%)                 3.0%      3.3%      3.0%      3.3%      6.2       6.8
                             ---       ---       ---       ---      ----      ----
Class B -- Value Added
                             3.0%      4.0%      3.0%      4.0%
                             3.0%      4.0%      3.0%      4.0%     10.0      10.0
                             2.0%      2.0%      2.0%      2.0%     10.0      10.0
                                                                     3.0       5.0
                             3.5%      3.5%      3.5%      3.5%      4.0       6.0
                             3.5%      3.5%      3.5%      3.5%      5.0       5.0
                             3.5%      3.5%      3.5%      3.5%      5.0       5.0
                             4.0%      3.5%      3.5%     10.0      10.0
                             3.0%      3.0%      3.0%      3.0%      5.0       5.0
                             ---       ---       ---      ----      ----      ----
 Responses                     7         7         7         7         7         7
 Average (%)                 3.0%      3.4%      3.1%      3.4%      6.7       7.3
                             ---       ---       ---      ----      ----      ----
Total Responses               35        35        39        39        39        39
Weighted Average (%)         3.0%      3.3%      3.1%      3.3%      8.2       8.6
                             ===       ===       ===      ====      ====      ====
</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.



<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
                         9.0%         9.0%
                         9.5%         9.5%       10.0%      10.0%                       3.5%      3.5%        3.5%      3.5%
                        10.0%        10.0%       10.0%      10.0%    15.0%       15.0%
                         8.5%         9.0%        9.0%       9.5%    10.5%       11.5%  4.0%      4.0%        4.0%      4.0%
                         8.0%         9.0%        9.0%      10.0%    10.0%       12.0%  3.0%      4.0%        3.0%      4.0%
                         9.0%        11.0%       10.0%      12.0%    11.0%       13.0%  3.5%      3.5%        3.5%      3.5%
                         9.5%        10.0%       10.0%      10.0%
                        10.0%        10.0%       10.3%      10.3%    14.0%       14.0%  4.0%      4.0%        4.0%      4.0%
                                                 11.0%      11.0%                       3.0%      3.0%        3.0%      3.0%
        Responses         3            3           8          3        5           5     6         6           8         6
       Average (%)       9.2%         9.7%        9.8%      10.3%    12.1%       13.1%  3.5%      3.7%        3.5%      3.7%

Class B - Leased Asset
                         8.0%         9.0%        9.0%      10.0%    10.0%       12.0%  3.0%      4.0%        3.0%      4.0%
                        10.5%        10.5%       10.5%      10.5%
                                                 11.0%      11.0%    12.0%       13.0%  3.0%      3.0%        3.0%      3.0%
                         9.5%         9.5%       10.0%      10.0%                       3.5%      3.5%        3.5%      3.5%
                        10.0%        10.0%       10.0%      10.0%    15.0%       15.0%
        Responses         4            4           5          5        3           3     3         3           3         3
       Average (%)       9.5%         9.8%       10.1%      10.3%    12.3%       13.3%  3.2%      3.5%        3.2%      3.5%

Class A - Value Added
                         8.0%         9.0%        9.0%      10.0%    10.0%       12.0%  3.0%      4.0%        3.0%      4.0%
                        10.0%        10.0%       10.0%      10.0%    15.0%       15.0%
                        11.0%        11.0%       11.5%      11.5%                       3.5%      3.5%        3.5%      3.5%
                                                 11.0%      11.0%    12.0%       13.0%  3.0%      3.0%        3.0%      3.0%
        Responses         3            3           4          4        3           3     3         3           3         3
       Average (%)       9.7%        10.0%       10.4%      10.6%    12.3%       13.3%  3.2%      3.5%        3.2%      3.5%

Class B - Value Added
                        10.0%        10.0%       10.0%      10.0%    15.0%       15.0%
                        11.0%        11.0%       11.5%      11.5%                       3.5%      3.5%        3.5%      3.5%
                         8.0%         9.0%        9.0%      10.0%    10.0%       12.0%  3.0%      4.0%        3.0%      4.0%
                                                 12.0%      12.0%    12.0%       13.0%  3.0%      3.0%        3.0%      3.0%
                                                                     12.0%       18.0%  3.0%      4.0%        3.0%      4.0%
        Responses         3            3           4          4        4           4     4         4           4         4
       Average (%)       9.7%        10.0%       10.8%      10.9%    12.3%       14.5%  3.1%      3.6%        3.1%      3.6%

Total Responses           18          18           21         21       15          15    16        16          16        16
Weighted Average (%)     9.4%         9.8%       10.2%      10.5%    12.2%       13.6%  3.3%      3.6%        3.3%      3.6%
</TABLE>



(RESTUBBED TABLE CONTINUED FROM ABOVE)



                          Typical Projection
                           Period (Years)
                          Low         High

Class A - Leased Asset

                         10.0        10.0
                          3.0         5.0
                         10.0        10.0

                         10.0        10.0

                         10.0        10.0
                         6.0         5.0
        Responses         6           6
       Average (%)       8.2         8.3

Class B - Leased Asset

                         5.0         5.0
                         10.0        10.0
                         3.0         5.0
        Responses         3           3
       Average (%)       6.0         6.7

Class A - Value Added

                         3.0         5.0
                         4.0         6.0
                         5.0         5.0
        Responses         3           3 
       Average (%)       4.0         5.3

Class B - Value Added
                         3.0         5.0
                         4.0         6.0

                         5.0         5.0

        Responses         3           3
       Average (%)       4.0         5.3

Total Responses          15          15
Weighted Average (%)     6.1         6.8







"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.


<PAGE>

Retail Market
Neighborhood and Community Centers

<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%         8.5%         9.0%        9.0%  11.0%       11.0%  4.0%     4.0%       4.0%       4.0%
                         8.5%         8.5%         9.0%        9.0%  11.0%       11.0%  3.0%     3.0%       3.0%       3.0%
                         9.0%         9.0%         9.0%        9.0%  10.5%       10.5%  3.5%     3.5%       3.5%       3.5%
                         9.5%         9.5%        10.0%       10.0%                     3.5%     3.5%       3.5%       3.5%
                        10.0%        10.0%        10.0%       10.0%                     2.5%     2.5%       3.0%       3.0%
                         9.0%         9.0%         9.0%        9.0%
                         9.5%         9.5%         9.0%        9.0%                     4.0%     4.0%       4.0%       4.0%
                         8.5%        11.0%         9.0%       11.5%  10.0%       13.0%                      3.5%       3.5%
                         9.0%        10.0%        10.0%       11.0%  10.0%       12.0%  3.0%     4.0%       3.0%       4.0%
                         9.0%         9.5%         9.5%       10.0%  10.8%       11.5%
                         9.0%        10.0%         9.5%       10.5%  11.5%       12.0%  3.0%     4.0%       3.0%       4.0%
                         9.0%         9.5%         9.5%       10.0%                     3.0%     3.0%       3.5%       3.5%
                         9.3%         9.8%         9.8%        9.8%  11.0%       12.0%  3.0%     3.0%       4.0%       4.0%
                                                  11.0%       11.0%  12.0%       13.0%  3.0%     3.0%       3.0%       3.0%
        Responses         13           13           14          14     9           9     11       11         12         12
       Average (%)       9.1%         9.5%         9.5%        9.9%  10.9%       11.8%  3.2%     3.4%       3.4%       3.6%

Class B - Leased Asset
                         8.5%         8.5%         9.0%        9.0%  11.0%       11.0%  3.0%     3.0%       3.0%       3.0%
                         9.0%         9.0%         9.0%        9.0%
                         9.3%         9.3%         9.3%        9.3%  11.0%       11.0%  3.5%     3.5%       3.5%       3.5%
                         9.5%         9.5%        10.0%       10.0%                     3.5%     3.5%       3.5%       3.5%
                        10.0%        10.0%         9.0%        9.0%                     4.0%     4.0%       4.0%       4.0%
                        10.5%        10.5%        10.5%       10.5%                     3.0%     3.0%       3.0%       3.0%
                         9.0%        10.0%        10.0%       11.0%  10.0%       10.0%  3.0%     4.0%       3.0%       4.0%
                         9.5%        10.0%        10.0%       10.5%                     3.0%     4.0%
                        10.0%        11.0%        10.5%       11.5%  12.0%       13.0%  3.0%     4.0%       3.0%       4.0%
                                                  11.0%       11.0%  12.0%       13.0%  3.0%     3.0%       3.0%       3.0%
        Responses         9           9            10           10    5            5     9        9          6          6 
       Average (%)       9.5%         9.3%         9.8%       10.1%  11.2%       11.6%  3.2%     3.6%       3.3%       3.5%

Class A - Value Added
                         8.5%         8.5%         9.0%        9.0%  11.0%       11.0%  3.0%     3.0%       3.0%       3.0%
                         9.0%         9.0%         9.0%        9.0%
                         9.0%         9.0%         9.0%        9.0%                     4.0%     4.0%       4.0%       4.0%
                        11.0%        11.0%        11.5%       11.5%                     3.5%     3.5%       3.5%       3.5%
                        11.0%        11.0%        10.3%       10.3%                     5.0%     5.0%       3.0%       3.0%
                         9.0%        10.0%        10.0%       11.0%  10.0%       12.0%  3.0%     4.0%       3.0%       4.0%
                         8.5%        10.5%        10.0%       11.0%  11.5%       12.0%  3.0%     4.0%       3.0%       4.0%
                                                  11.0%       11.0%  12.0%       13.0%  3.0%     3.0%       3.0%       3.0%
                                                                     13.5%       13.5%  3.5%     3.5%       3.5%       3.5%
        Responses         7            7            8          8       5           5     8        8          8          8
       Average (%)       9.6          9.9%        10.0%       10.2%  11.1%       12.0%  3.5%     3.8%       3.2%       3.5%

Class B - Value Added
                         8.5%         8.5%         9.0%        9.0%  10.0%       11.0%  3.0%     3.0%       3.0%       3.0%
                         9.0%         9.0%         9.0%        9.0%
                         9.0%         9.0%         9.0%        9.0%                     4.0%     4.0%       4.0%       4.0%
                        11.0%        11.0%        11.5%       11.5%                     3.5%     3.5%       3.5%       3.5%
                        12.0%        12.0%        10.5%       10.5%                     7.5%     7.5%       3.0%       3.0%
                                                                     13.5%       13.5%  3.5%     3.5%       3.5%       3.5%
                         9.0%        10.0%        10.0%       11.0%  10.0%       12.0%  3.0%     4.0%       3.0%       4.0%
                        10.5%        11.5%        11.0%       12.0%  12.0%       13.0%  3.0%     4.0%       3.0%       4.0%
                                                  12.0%       12.0%  12.0%       13.0%  3.0%     3.0%       3.0%       3.0%
        Responses         7            7            8           8      5           5     8        8          5          8 
       Average (%)       9.9%        10.1%        10.3%       10.5%  11.5%       12.5%  3.8%     4.1%       3.3%       3.5%

Total Responses          36           36            40          40     24          24    35       35        36          36 
Weighted Average (%)     9.4%         9.8%         9.8%       10.1%  11.1%       11.9%  3.4%     3.7%       3.3%       3.5%
</TABLE>


(RESTUBBED TABLE CONTINUED FROM ABOVE)


                        Typical Projection
                         Period (Years)
                        Low        High
Class A - Leased Asset
                        10.0       10.0
                        10.0       10.0
                        10.0       10.0

                         5.0       10.0
                         3.0        5.0
                         3.0        3.0
                        10.0       10.0


                        10.0       10.0
                        10.0       10.0
                        10.0       10.0
                         5.0        5.0
          Responses      11         11
          Average (%)    7.8        8.5

Class B - Leased Asset
                        10.0       10.0
                         3.0        5.0
                        10.0       10.0

                         3.0        3.0
                         5.0       10.0

                        10.0       12.0
                        10.0       10.0
                         5.0        5.0
Responses                 8          8
Average (%)              7.0        8.1

Class A - Value Added
                        10.0       10.0
                         3.0        5.0
                         3.0        3.0
                         4.0        6.0
                        10.0       10.0

                        10.0       10.0
                         5.0        5.0
                         5.0        5.0
Responses                 8          8
Average (%)              6.4        7.0

Class B - Value Added
                        10.0       10.0
                         3.0        3.0
                         3.0        3.0
                         4.0       ??.0
                        10.0       10.0
                         5.0        5.0

                        10.0       10.0
                         5.0        5.0
Responses                 8          8
Average (%)              6.3        6.5

Total Responses          35         35
Weighted Average (%)     7.0        7.5

"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.


<PAGE>

Retail Market
Power Center & "Big Box"
<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
                         9.0%         9.0%          9.0%        9.0%
                         9.0%         9.0%         10.0%       10.0%  11.5%       11.5%  3.0%       3.0%     3.0%       3.0%
                        10.0%        10.5%         10.0%       10.0%  10.5%       10.5%  3.5%       3.5%     3.5%       3.5%
                        10.3%        10.3%          9.0%        9.0%                     2.0%       2.0%     3.0%       3.0%
                         9.5%         9.5%         10.0%       10.0%  11.5%       11.5%  4.0%       4.0%     4.0%       4.0%
                                                   10.0%       10.0%
                         9.0%         9.8%          9.8%        9.8%  12.0%       13.5%  4.0%       4.0%
                         9.0%        11.0%          9.0%       11.0%  10.5%       12.5%                      3.5%       3.5%
                         9.5%        10.0%         10.0%       10.5%  12.0%       12.0%
                         9.5%        10.0%         10.0%       10.5%                     3.0%       4.0%
                                                   10.0%       10.5%  10.5%       11.5%  2.0%       3.0%     3.0%       4.0%
                                                   11.0%       11.0%  12.0%       13.0%  3.0%       3.0%     3.0%       3.0%
        Responses         9            9             12          12     8           8     8          8        7          7
       Average (%)       9.4%         9.9%          9.8%       10.1%  11.3%       12.0%  3.1%       3.3%     3.3%       3.4%

Class B - Leased Asset
                         9.0%         9.0%          9.0%        9.0%
                                                   11.0%       11.0%  12.0%       13.0%  3.0%       3.0%     3.0%       3.0%
        Responses          1           1             2           2      1           1     1          1        1          1
       Average (%)       9.0%         9.0%         10.0%       10.0%  12.0%       13.0%  3.0%       3.0%     3.0%       3.0%

Class A - Value Added
                         9.0%         9.0%          9.0%        9.0%
                        10.5%        10.5%         10.3%       10.3%                     4.0%       4.0%     3.0%       3.0%
                                                   11.0%       11.0%  12.0%       13.0%  3.0%       3.0%     3.0%       3.0%
        Responses         2            2             3           3      1           1     2           2       2          2
       Average (%)       9.8%         9.8%         10.1%       10.1%  12.0%       13.0%  3.5%       3.5%     3.0%       3.0%

Class B - Value Added
                         9.0%         9.0%          9.0%        9.0%
                                                   12.0%       12.0%  12.0%       13.0%  3.0%       3.0%     3.0%       3.0%
        Responses          1            1            2           2      1           1      1          1       1          1
       Average (%)       9.0%         9.0%         10.5%       10.5%  12.0%       13.0%  3.0%       3.0%     3.0%       3.0%

Total Responses           13           13           19          19     11          11     12         12       11         11
Weighted Average (%)     9.4%         9.7%          9.9%       10.1%  11.5%       12.3%  3.1%       3.3%     3.2%       3.3%
</TABLE>

(RESTUBBED TABLE CONTINUED FROM ABOVE)


                        Typical Projection
                         Period (Years)
                        Low        High
Class A - Leased Asset
                         3.0        5.0
                        10.0       10.0
                        10.0       10.0
                        10.0       10.0
                        10.0       10.0

                        10.0       20.0
                        10.0       10.0

                        10.0       12.0
                        10.0       10.0
                         5.0        5.0
        Responses        10          10
       Average (%)       8.8       10.2

Class B - Leased Asset
                         3.0        5.0
                         5.0        5.0
        Responses         2          2
       Average (%)       4.0        5.0

Class A - Value Added
                         3.0        5.0
                        10.0       10.0
                         5.0        5.0
        Responses         3          3
       Average (%)       6.0        6.7

Class B - Value Added
                         3.0        5.0
                         5.0        5.0
        Responses         2          2
       Average (%)       4.0        5.0 

Total Responses          17          17
Weighted Average (%)     7.2        8.4

"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.



<PAGE>

RETAIL MARKET
REGIONAL MALLS




<TABLE>
<CAPTION>
                                 CAPITALIZATION RATES             
                        ---------------------------------------       INTERNAL   
                             GOING-IN            TERMINAL          RATE OF RETURN  
                           LOW       HIGH      LOW       HIGH       LOW       HIGH
                        --------- --------- --------- --------- ---------- ----------
<S>                     <C>       <C>       <C>       <C>       <C>        <C>
Class A - Leased Asset
                            7.8%      7.8%      8.0%      8.0%      10.5%      10.5%
                            8.0%      8.0%      8.5%      8.5%      10.5%      11.0%
                            8.0%      8.0%      8.5%      8.5%      10.5%      11.0%
                            8.0%     10.0%                          15.0%      15.0%
                            9.0%      9.0%      9.0%      9.0%
                            7.5%      8.0%                          10.0%      11.5%
                            7.5%      9.5%      8.5%     11.0%      10.0%      13.0%
                            8.0%      8.0%
                            ---      ----       ---      ----       ----       ----
Responses                     8         8         5         5          6          6
Average (%)                 8.0%      8.5%      8.5%      9.0%      11.1%      12.0%
                            ---      ----       ---      ----       ----       ----
Class B - Leased Asset
                            9.0%      9.0%      9.5%      9.5%
                            8.0%     10.0%      8.0%     10.0%      18.0%      18.0%
                            9.0%      9.0%      9.0%      9.0%
                           10.0%     10.0%     10.3%     10.3%      12.0%      12.0%
                           ----      ----      ----      ----       ----       ----
Responses                     4         4         4         4          2          2
Average (%)                 9.0%      9.5%      9.2%      9.7%      15.0%      15.0%
                           ----      ----      ----      ----       ----       ----
Class A - Valued Added
                            8.0%      8.0%                          11.5%      11.5%
                            8.0%     10.0%      8.0%     10.0%      20.0%      20.0%
                            9.0%      9.0%      9.0%      9.0%
                           ----      ----      ----      ----
Responses                     3         3         2         2          2          2
Average (%)                 8.3%      9.0%      8.5%      9.5%      15.8%      15.8%
                           ----      ----      ----      ----       ----       ----
Class B - Value Added
                            8.0%     10.0%      8.0%     10.0%      20.0%      20.0%
                            9.0%      9.0%      9.0%      9.0%
                           10.0%     11.0%                          13.0%      13.0%
                           ----      ----                           ----       ----
Responses                     3         3         2         2          2          2
Average (%)                 9.0%     10.0%      8.5%      9.5%      16.5%      16.5%
                           ----      ----      ----      ----       ----       ----
Total Responses              18        18        13        13         12         12
Weighted Average (%)        8.4%      9.1%      8.7%      9.4%      13.4%      13.9%
                           ----      ----      ----      ----       ----       ----



<CAPTION>
                                      GROWTH RATE
                        --------------------------------------- TYPICAL PROJECTION
                              INCOME             EXPENSES          PERIOD (YEARS)
                           LOW       HIGH      LOW       HIGH      LOW       HIGH
                        --------- --------- --------- --------- --------- ---------
<S>                     <C>       <C>       <C>       <C>       <C>       <C>
Class A - Leased Asset
                            2.0%      2.0%      3.0%      3.0%     10.0      10.0
                            3.0%      3.0%      3.0%      3.0%     10.0      10.0
                            3.0%      3.0%      3.0%      3.0%     10.0      10.0
                            4.0%      4.0%      4.0%      4.0%      5.0       5.0
                                                                    3.0       5.0
                            3.0%      5.0%      3.0%      5.0%     10.0      10.0
                                                3.5%      3.5%     10.0      10.0
Responses                     5         5         6         6         7         7
Average (%)                 3.0%      3.4%      3.3%      3.6%      8.3       8.6
                            ---       ---       ---       ---      ----      ----
Class B - Leased Asset
                            4.0%      4.0%      4.0%      4.0%      5.0       5.0
                                                                    3.0%      5.0
                            1.5%      1.5%      3.0%      3.0%      5.0       5.0
                            ---       ---       ---       ---      ----      ----
Responses                     2         2         2         2         3         3
Average (%)                 2.8%      2.8%      3.5%      3.5%      4.3       5.0
                            ---       ---       ---       ---      ----      ----
Class A - Valued Added
                            3.0%      3.0%      2.5%      3.0%     10.0      10.0
                            4.0%      4.0%      4.0%      4.0%      5.0       5.0
Responses                     2         2         2         2         3         3
Average (%)                 3.5%      3.5%      3.3%      3.5%      6.0       6.7
                            ---       ---       ---       ---      ----      ----
Class B - Value Added
                            4.0%      4.0%      4.0%      4.0%      5.0       5.0
                                                                    3.0       5.0
                                                                    5.0       5.0
                                                                   ----      ----
Responses                     1         1         1         1         3         3
Average (%)                 4.0%      4.0%      4.0%      4.0%      4.3       5.0
                            ---       ---       ---       ---      ----      ----
Total Responses              10        10        11        11        16        16
Weighted Average (%)        3.2%      3.4%      3.4%      3.6%      6.4       6.9
                            ---       ---       ---       ---      ----      ----
</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.



<PAGE>

RESIDENTIAL
APARTMENTS




<TABLE>
<CAPTION>
                                  CAPITALIZATION RATES                 INTERNAL
                         ---------------------------------------    RATE OF RETURN
                              GOING-IN            TERMINAL
                            LOW       HIGH      LOW       HIGH       LOW       HIGH
                         --------- --------- --------- --------- ---------- ----------
<S>                      <C>       <C>       <C>       <C>       <C>        <C>
Class A -- Leased Asset
                             8.5%      8.5%      9.0%      9.0%      11.0%      11.0%
                             8.5%      8.5%      9.0%      9.0%      11.0%      11.0%
                             8.5%      8.5%      9.5%      9.5%      11.0%      11.0%
                             8.5%      8.5%      9.0%      9.0%      10.5%      10.5%
                             8.5%      8.5%      9.0%      9.0%      11.0%      11.0%
                             8.8%      8.8%      9.3%      9.3%      10.5%      10.5%
                             9.0%      9.0%      8.5%      8.5%
                             8.0%      9.0%      9.5%      9.5%      11.0%      11.8%
                             8.5%      8.5%      9.0%      9.0%
                             8.5%      8.5%      9.0%      9.0%      11.0%      11.0%
                             8.5%     10.0%      9.0%     10.5%      11.0%      13.0%
                             9.5%      9.5%      9.8%      9.8%      12.5%      12.5%
                             8.0%      9.0%      9.0%     10.0%      10.5%      12.0%
                             ---      ----       ---      ----       ----       ----
 Responses                    13        13        13        13         11         11
 Average (%)                 8.6%      8.8%      9.0%      9.3%      11.0%      11.4%
                             ---      ----       ---      ----       ----       ----
Class B -- Leased Asset
                             8.5%      8.5%      9.0%      9.0%      11.5%      11.5%
                             9.0%      9.0%      8.5%      8.5%
                             9.0%      9.0%      9.5%      9.5%      11.0%      11.0%
                             9.0%      9.0%     10.0%     10.0%      11.5%      11.5%
                             9.0%      9.0%      9.8%      9.8%      12.0%      12.0%
                             9.0%     10.0%      9.5%     10.5%      12.0%      12.5%
                             9.5%      9.5%     10.0%     10.0%      13.0%      13.0%
                             ---      ----      ----      ----       ----       ----
 Responses                     7         7         7         7          6          6
 Average (%)                 9.0%      9.1%      9.5%      9.6%      11.8%      11.9%
                             ---      ----      ----      ----       ----       ----
Class A -- Value Added
                             8.0%      9.0%      8.5%      9.5%      11.0%      11.8%
                             9.0%      9.0%      8.5%      8.5%
                             9.0%      9.0%      9.3%      9.3%      11.5%      11.5%
                             9.0%      9.0%      9.5%      9.5%      12.0%      12.0%
                             ---      ----      ----      ----       ----       ----
 Responses                     4         4         4         4          3          3
 Average (%)                 8.8%      9.0%      8.9%      9.2%      11.5%      11.8%
                             ---      ----      ----      ----       ----       ----
Class B -- Value Added
                             9.0%      9.0%      8.5%      8.5%      12.0%      12.0%
                             9.0%     10.0%      9.5%      9.5%      12.0%      13.0%
                             9.3%      9.3%      9.8%      9.8%
                             9.5%      9.5%     10.0%     10.0%      12.5%      12.5%
                             ---      ----      ----      ----       ----       ----
 Responses                     4         4         4         4          3          3
 Average (%)                 9.2%      9.4%      9.4%      9.4%      12.2%      12.5%
                             ---      ----      ----      ----       ----       ----
Total Responses               28        28        28        28         23         23
Weighted Average (%)         8.8%      9.0%      9.2%      9.4%      11.4%      11.7%
                             ---      ----      ----      ----       ----       ----



<CAPTION>
                                           GROWTH RATE
                         ----------------------------------------------- TYPICAL PROJECTION
                               INCOME                 EXPENSES              PERIOD (YEARS)
                            LOW       HIGH      LOW           HIGH          LOW       HIGH
                         --------- --------- --------- ----------------- --------- ---------
<S>                      <C>       <C>       <C>       <C>               <C>       <C>
Class A -- Leased Asset
                             3.0%      3.0%      3.0%          3.0%         10.0      10.0
                             4.0%      4.0%      4.0%          4.0%         10.0      10.0
                             3.0%      3.0%      3.0%          3.0%         10.0      10.0
                             2.5%      3.0%      3.0%          3.0%         10.0      10.0
                             4.0%      4.0%      3.0%          3.0%         10.0      10.0
                             3.0%      3.0%      3.0%          3.0%         10.0      10.0
                             4.0%      4.0%      3.0%          3.0%          3.0       5.0
                             3.0%      4.0%      3.0%          4.0%         10.0      10.0
                             3.0%      3.0%      3.0%          3.0%         10.0      10.0
                             3.0%      3.0%      3.0%          3.0%         10.0      10.0
                                                                            10.0      10.0
                                                 3.5%          3.5%         10.0      10.0
                             3.5%      3.5%      3.5%          3.5%         10.0      10.0
                             ---       ---       ---           ------       ----      ----
 Responses                    11        11        12            12            13        13
 Average (%)                 3.3%      3.4%      3.2%          3.3%          9.5       9.6
                             ---       ---       ---           ------       ----      ----
Class B -- Leased Asset
                             4.0%      4.0%      3.0%          3.0%         10.0      10.0
                             4.0%      4.0%      3.0%          3.0%          3.0       5.0
                             3.0%      3.0%      3.0%          3.0%         10.0      10.0
                             3.0%      3.0%      3.0%          3.0%         10.0      10.0
                             3.0%      4.0%      3.5%          3.5%         10.0      10.0
                             3.0%      4.0%      3.0%          4.0%         10.0      10.0
                             3.0%      3.0%      3.0%          3.0%         10.0      10.0
                             ---       ---       ---           --------     ----      ----
 Responses                     7         7         7             7             7         7
 Average (%)                 3.3%      3.6%      3.1%          3.2%          9.0       9.3
                             ---       ---       ---           --------     ----      ----
Class A -- Value Added
                             3.0%      4.0%      3.0%          4.0%         10.0      10.0
                             4.0%      4.0%      3.0%          3.0%          3.0       5.0
                             3.5%      3.5%      3.0%          3.0%         10.0      10.0
                             5.0%      5.0%      3.0%          3.0%         10.0      10.0
                             ---       ---       ---           --------     ----      ----
 Responses                     4         4         4             4             4         4
 Average (%)                 3.9%      4.1%      3.0%          3.3%          8.3       6.8
                             ---       ---       ---           --------     ----      ----
Class B -- Value Added
                             4.0%      4.0%      3.0%          3.0%          3.0       5.0
                             3.0%      4.0%      3.0%          4.0%         10.0      10.0
                             3.5%      3.5%      3.0%          3.0%         10.0      10.0
                             5.0%      5.0%      3.0%          3.0%         10.0      10.0
                             ---       ---       ---           --------     ----      ----
 Responses                     4         4         4             4             4         4
 Average (%)                 3.9%      4.1%      3.0%          3.3%          8.3       8.8
                             ---       ---       ---           --------     ----      ----
Total Responses               26        26        27            27            28        28
Weighted Average (%)         3.5%      3.7%      3.1%          3.2%          9.0       9.3
                             ---       ---       ---           --------     ----      ----
</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.






<PAGE>


                                                    QUALIFICATIONS OF APPRAISER
- -------------------------------------------------------------------------------
                                                            James W. Myers, MAI

Professional Affiliations

     Member of the Appraisal Institute (MAI Designation No. 09296)
     Certified Real Estate Appraiser - (ID# AG002662)

Real Estate Experience

     Cushman & Wakefield of California, Inc. - Senior Director
     March 1994 to Present

     Cushman & Wakefield of California, Inc. - Director
     May 1992 - April 1994

     Cushman & Wakefield of California, Inc. - Associate Director
     January 1989 - May 1992

     Cushman & Wakefield of California, Inc. - 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



<PAGE>


                                                    QUALIFICATIONS OF APPRAISER
- -------------------------------------------------------------------------------
                                                                  Miles Loo, Jr

Professional Affiliations & Licensures

     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:

     Apartment Complexes            Office Buildings
     Commercial Land                Regional Shopping Centers
     Condominium Complexes          Special Purpose
     Medical Office Buildings       Specialty Retail Centers
     Neighborhood Shopping Centers  Subdivision Lots

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-420 - Standards of Professional Practice, Part B
     I-510 - Advanced Income Capitalization
     I-530 - Advanced Sales Comparison & Cost Approaches
     I-540 - Report Writing and Valuation Analysis
     N/A - Argus 7.0 Financial Cash Flow Analysis (Basic & Advance)


<PAGE>

This CD ROM contains an electronic version of appraisals for the Mortgaged
Properties in PDF format. The appraisals for the Mortgaged Properties were
prepared prior to the date of this Prospectus Supplement. Accordingly, the
information included in such appraisals may not reflect the current
economic, competitive, market and other conditions with respect to the
Mortgaged Properties. The information contained in this CD ROM does not appear
elsewhere in paper form in this Prospectus Supplement and must be considered
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 Cecilia Tarrant of
Morgan Stanley & Co. Incorporated at (212) 761-6028 to receive an original copy
of the CD ROM.

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                         SELF-CONTAINED APPRAISAL OF
                         HOTEL DEL CORONADO
                         CORONADO, CALIFORNIA
  
PREPARED BY:
HVS International
116 New Montgomery, Suite 620
San Francisco, California 94105
(415) 896-0868

SUBMITTED TO:
Mr. Marc Childress
Morgan Stanley Mortgage Capital, Inc.
1585 Broadway
New York, New York 10036
(212) 761-7212

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[HVS INTERNATIONAL LOGO]


                                November 8, 1997

Mr. Marc Childress 
Morgan Stanley Mortgage Capital, Inc. 
1585 Broadway 
New York, New York 10036 
(212) 761-7212


                     Re:   Hotel Del Coronado
                           Coronado, California
                           HVS Ref.: #974209

Dear Mr. Childress:

Pursuant to your request, we herewith submit our self-contained appraisal
report pertaining to the above-captioned property. We have inspected the site
and facilities and analyzed the hostelry market conditions in the San Diego
County area.

Based on the available data, our analysis, and our experience in the hotel
industry, it is our opinion that the market value "as is" of the fee simple
interest in the 692-unit subject property described in this report, as of
October 28, 1997, is:

                                  $330,000,000

                      THREE HUNDRED THIRTY MILLION DOLLARS

This conclusion represents the market value of the subject property "as is,"
assuming the deduction of roundly $24,900,000 in capital improvements. As will
be discussed in greater detail later in this report, the $24,900,000 capital
improvement deduction represents the present value (discounted at a 6.0% safe
rate) of a five-year, roundly $53,000,000 capital improvement plan and
partially funded with monies held in the reserve for replacement account. In
the appraisers' opinion, a prudent buyer of the subject property would consider
this expenditure necessary.

Our report is made in conformance with, and subject to, the requirements of the
Uniform Standards of Appraisal Practice (USPAP), as provided by the Appraisal
Foundation, as well as the requirements of the Financial Institutions Reform,
Recovery, and Enforcement Act (FIRREA). We do hereby certify that we have no
undisclosed interest in the property, and our employment and compensation are
not contingent upon our findings and valuation. The valuation is expressly made
subject to all normal and

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specific assumptions and limiting conditions, a copy of which is included in
the attached appraisal report.

                                                Very truly yours,           
                                                HVS International
                                                
                                                /s/ Mark D. Capasso
                                                Mark D. Capasso
                                                Senior Associate
                                                
                                                /s/ Elaine Sahlins
                                                Elaine Sahlins
                                                Director
                                                
                                                /s/ Suzanne R. Mellen
                                                Suzanne R. Mellen, CRE, MAI
                                                Managing Director
                                                
MDC/ES/SRM/leg    

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HVS International, San Francisco, California                  Quality Assurance
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QUALITY ASSURANCE

The HVS International division of M&R Valuation Services, Inc., strives to
achieve the highest standards of quality during all phases of the appraisal
process. It is our goal to provide clients with the finest appraisal report
available. The following staff members acknowledge their contribution to this
report.

/s/ Linda Gee

Linda Gee - Editing and Report Production
Editor (Extension 209)


/s/ Mark D. Capasso

Mark D. Capasso - Fieldwork, Analysis, and Text
Senior Associate (Extension 205)


/s/ Elaine Sahlins

Elaine Sahlins - Analysis and Review
Director (Extension 325)


/s/ Suzanne R. Mellen

Suzanne R. Mellen, CRE, MAI - Analysis and Review
Managing Director (Extension 108)

We are available to answer any questions and are pleased to have provided you
with the finest quality product available. Paula Hood (extension 201) is
available to answer any billing questions. We look forward to serving you again
in the future.

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HVS International, San Francisco, California                  Table of Contents
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    TABLE OF CONTENTS

     1. Summary of Salient Data and Conclusions ................     1
     2. Nature of the Assignment ...............................     3
     3. Description of the Land ................................     8
     4. Description of the Improvements ........................    12
     5. Zoning .................................................    26
     6. Assessed Value and Taxes ...............................    27
     7. Market Area and Neighborhood Analysis ..................    29
     8. Market for Transient Accommodations ....................    48
     9. Competition ............................................    57
    10. Occupancy and Average Rate Analysis ....................    75
    11. Highest and Best Use ...................................    87
    12. Approaches,to Value ....................................    90
    13. Income Capitalization Approach .........................    93
    14. Cost Approach ..........................................   130
    15. Sales Comparison Approach ..............................   145
    16. Reconciliation of Value Indications ....................   150
    17. Statement of Assumptions and Limiting Conditions........   153
    18. Certification ..........................................   157
                                                            
         Addenda

            Accepted Proposal
            Legal Description
            Photographs of Subject Property

         Qualifications

             Mark D. Capasso
             Elaine Sahlins
             Suzanne R. Mellen, CRE, MAI

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HVS International, San Francisco, California            Summary of Salient Data
                                                        and Conclusions 1
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1. SUMMARY OF SALIENT DATA AND CONCLUSIONS

Property:                          Hotel Del Coronado
Location:                          1500 Orange Avenue
                                   Coronado, California 92118
Date of Inspection:                October 28,1997
Interest Appraised:                Fee simple
Date of Value:                     October 28, 1997

Land:
Area:                              (plus or minus) 27.00 acres, or 
                                   (plus or minus) 1,176,120 square feet
Zoning:                            HM - Hotel Motel
Assessor's Parcel Number:          537-630-31-00
Flood Zone:                        X

Improvements:
Guestrooms:                        692
Buildings:                         3
Food and Beverage Facilities
     Crown & Coronet Rooms:        500 seats
     Prince of Wales:              150 seats
     Ocean Terrace:                100 seats
     Palm Court:                   75 seats
     Del Deli:                     25 seats
     Ocean Terrace Lounge:         50 seats
     Pool Snack Bar & Burger Bar:  Capacity of pool deck area
Meeting Space:                     (plus or minus) 73,000 square
                                   feet
Year Opened:                       1888

Summary of Value Parameters:
Highest and Best Use 
 (as if vacant):                   Development of a first-class resort
Highest and Best Use 
 (as improved):                    First-class resort with marina
Effective Date of the Appraisal:   October 28, 1997
Marketing Period:                  Less than or equal to six months
Exposure Period:                   Less than or equal to six months

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HVS International, San Francisco, California            Summary of Salient Data
                                                        and Conclusions 2
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Stabilized Year:                   October 28, 2001 - October 27, 2002

Valuation Parameters
Mortgage Interest Rate:            8.0%
Amortization Period:               25 years
Debt Service Constant:             0.092618
Loan-to-Value Ratio:               75%
Stabilized Inflation Rate:         3.0%
Equity Yield Rate:                 17.0%
Terminal Capitalization Rate:      8.0%
Brokerage and Legal Fees:          2.0%
Holding Period:                    10 years
Calculated Discount Rate:          11.3%

Estimates of Value:
Income Capitalization Approach:    $330,000,000
Sales Comparison Approach:         $330,000,000
Cost Approach                      Not Applicable
Market Value Conclusion:           $330,000,000

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HVS International, San Francisco, California         Nature of the Assignment 3
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2. NATURE OF THE ASSIGNMENT

SUBJECT OF THE      The subject of the appraisal is the fee simple interest in 
APPRAISAL           a (plus or minus) 1,176,120-square-foot ((plus or minus) 
                    27.00-acre) parcel of land improved with a lodging facility
                    known as the Hotel Del Coronado. The subject property is a
                    full-service, resort-oriented, first-class lodging
                    facility, containing 692 rentable units, seven food and
                    beverage establishments, (plus or minus) 73,000 square feet
                    of meeting and banquet space, two outdoor pools, a health
                    club, six outdoor tennis courts, a full-service business
                    center, retail outlets, and other amenities and facilities
                    typically found in a first-class resort hotel. 

                    In addition, the subject property will reportedly undergo a
                    roundly $53,000,000 upgrade to guestrooms, meeting space,
                    food and beverage outlets, and building systems. This
                    massive project is expected to be conducted over five
                    years.In addition, considering the historical level of
                    necessary capital improvements, as well as the age of the
                    subject property, we are of the opinion that a long-term
                    reserve for replacement equal to 5.0% of total revenues is
                    necessary to maintain the subject property's long-term
                    competitive position. We have assumed the budgeted amounts
                    for capital improvements over the first five years of the
                    forecast, would accumulate in reserves and be used to help
                    fund the planned capital improvement. The amount over and
                    above the reserves in each year was then discounted at a
                    safe rate of 6% to present dollars. This results in capital
                    expenditures of roundly $24,900,000, which we have deducted
                    from the subject property's "as improved" value.

                    The property is located in the city of Coronado, San Diego
                    County, California. The hotel's civic address is 1500
                    Orange Avenue, Coronado, California 92118.

OBJECTIVE OF THE    The objective of the appraisal is to estimate the market 
APPRAISAL           value of the subject property. The following definition has
                    been agreed upon by agencies that regulate federal
                    financial institutions in the United States:

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                             [CALIFORNIA STATE MAP]

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HVS International, San Francisco, California         Nature of the Assignment 4
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                    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 United States
                       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.(1)

                    "As is" market value estimates the market value of a
                    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.

MARKETING AND       We estimate the marketing period of the subject property to
EXPOSURE PERIODS    be less than or  equal to six months, assuming that it is
                    ultimately transacted at or near the concluded market
                    value. In the current market, buyers are generally present
                    when the property is appropriately priced. Our estimate of
                    marketing period is supported by the range presented in the
                    Korpacz Real Estate Investor Survey, indicating marketing
                    periods from two to six months for full-service hotels and
                    from marketing periods for comparable sales. The exposure
                    period, referring to the amount of time necessary for the
                    real estate to have been exposed retrospectively, prior to
                    our date of value, is also estimated to be less than or
                    equal to six months.

USE OF THE          This appraisal is being prepared for use by Morgan Stanley  
APPRAISAL           Mortgage Capital, Inc. in connection with a securitized loan
                    of the subject property.                                    
                 

                    ---------------
                    (1) Appraisal Institute. The Dictionary of Real estate
                    Appraisal, 3rd ed, Chicago: Author, 1993, pp. 222-223.

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HVS International, San Francisco, California         Nature of the Assignment 5
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                    No information presented in this report should be
                    disseminated to the public or third parties without the
                    express written consent of HVS International.

PROPERTY RIGHTS     The property right appraised is the fee simple ownership of 
APPRAISED           the land and improvements, including furniture, fixtures,
                    and equipment. Fee simple interest is defined as "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."(2) The subject property is being appraised as a
                    going concern (i.e., an open and operating facility).

METHOD OF STUDY     The methodology used to develop this appraisal is based on 
                    the market research and valuation techniques set forth in
                    the textbooks we authored for the American Institute of
                    Real Estate Appraisers and the Appraisal Institute,
                    entitled The Valuation of Hotels and Motels,(3) Hotels,
                    Motels and Restaurants: Valuations and Market Studies,(4)
                    The Computerized Income Approach to Hotel/Motel Market
                    Studies and Valuations,(5) and Hotels and Motels: A Guide
                    to Market Analysis, Investment Analysis, and Valuations.(6)
                    The specific steps incorporated in our analysis are
                    outlined as follows:

                    1. The subject site will be evaluated from the viewpoint of
                       its physical utility for the operation of a resort hotel,
                       as well as access, visibility, and other relevant
                       locational factors.
           
                    2. The subject's existing improvements will be inspected
                       for their quality of construction, design, layout
                       efficiency, and items of physical deterioration and
                       functional obsolescence.

                    3. The surrounding economic environment, on both an area
                       and neighborhood level, will be reviewed to identify
                       specific hostelry-related economic and demographic trends
                       that may have an impact on future demand for hotels.


                    ---------------
                    (2)  ibid., p. 204.

                    (3)  Rushmore, S. The Valuation of Hotels and Motels.
                         Chicago: American Institute of Real Estate Appraisers,
                         1978.

                    (4)  Rushmore, S. Hotels, Motels and Restaurants:
                         Valuations and Market Studies. Chicago: American
                         Institute of Real Estate Appraisers, 1983.

                    (5)  Rushmore, S. The Computerized Income Approach to
                         Hotel/Motel Market Studies and Valuations. Chicago:
                         American Institute of Real Estate Appraisers, 1990.

                    (6)  Rushmore, S. Hotels and Motels: A Guide to Market
                         Analysis, Investment Analysis, and Valuations.
                         Chicago: Appraisal Institute, 1992.

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HVS International, San Francisco, California         Nature of the Assignment 6
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                    4. Dividing the market for resort accommodations into
                       individual segments will allow us to define specific
                       market characteristics for the types of travelers
                       expected to utilize the area's hotels. The factors
                       that will be investigated include purpose of visit,
                       average length of stay, facilities and amenities
                       required, seasonality, daily demand fluctuations, and
                       price sensitivity.

                    5. An analysis of existing and proposed competition will
                       provide an indication of the current accommodated
                       demand, along with market penetration and the degree
                       of competitiveness.

                    6. Documentation for an occupancy and average rate
                       projection will be derived from a room night analysis
                       utilizing the build-up approach based on an analysis
                       of lodging activity.

                    7. A detailed projection of income and expense made in
                       accordance with the Uniform System of Accounts for
                       Hotels will show the anticipated economic benefits of
                       the subject property and provide the basis for the
                       income capitalization approach.

                    8. The appraisal will consider the three approaches to
                       value: cost, sales comparison, and income
                       capitalization. Because lodging facilities are
                       income-producing properties that are normally bought
                       and sold on the basis of capitalization of their
                       anticipated stabilized earning power, the greatest
                       weight is given to the value indicated by the income
                       capitalization approach. We find that most hotel
                       investors employ a similar procedure in formulating
                       their purchase decisions, and thus the income
                       capitalization approach most closely reflects the
                       rationale of typical buyers.

SCOPE OF THE        All information was collected and analyzed by the 
ASSIGNMENT          signatories to this report. Operating history and
                    descriptive data for the property were supplied by property
                    management and Morgan Stanley Mortgage Capital, Inc. We
                    have investigated numerous improved sales in the market
                    area and have spoken with buyers, sellers, brokers,
                    property developers, and public officials. In addition, we
                    have investigated the general economy of the area affecting
                    the subject property, as well as the specifics of the
                    competitive hotel market. The value conclusion is based
                    upon this investigation and analysis and is conveyed
                    herein.

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HVS International, San Francisco, California         Nature of the Assignment 7
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OWNERSHIP AND       The subject property was originally developed by Elisha 
MANAGEMENT HISTORY  Babcock, Jr. and H.L. Story and opened with 380 rooms on 
AND ASSUMPTIONS     February 19, 1888. The property's ownership was transferred
                    to John D. Spreckels at the turn of the century. Although
                    John Spreckels died in 1927, the Spreckels family trust
                    operated the hotel until it was sold in 1948 to investor
                    Robert A. Nordblom. Nordblom sold the property two days
                    later to Barney Goodman. The hotel then transferred in 1960
                    to John Alessio; at this time the property was completely
                    renovated. John Alessio then sold the property in 1968 to M.
                    Larry Lawrence. Lawrence embarked on a three-decade,
                    $80-million dollar refurbishment restoration and expansion
                    of the property. Mechanical, plumbing, electrical, heating,
                    ventilation, and cooking gas lines were improved and a
                    myriad of structural changes were made. In addition, the
                    hotel was expanded by 214 rooms in 1973 with the addition
                    of the Ocean Towers. The property was again expanded in
                    1979 with the addition of the 97-room Poolside Building.
                    The main building, Ocean Towers, and the Poolside Building,
                    together with a seaside cottage, yields the subject
                    property's current guestroom total of 692.

                    In January 1996, M. Larry Lawrence passed away. The hotel
                    was operated by the Lawrence family trust until September
                    1996 when it reverted to the lender, the Travelers
                    Insurance Company. Upon taking control of the property,
                    Travelers installed Wyndham Hotels, a professional
                    management company, as manager of the property. In August
                    1997, Travelers sold the property to Lowe Enterprises for
                    $330,000,000 in an all-cash transaction. Lowe Enterprises
                    then promptly installed Destination Hotels & Resorts, their
                    Denver-based management subsidiary as manager. While the
                    appraisers have not been supplied with a copy of the
                    management agreement, on-site management indicated
                    management fees are to equate to 3.5% of total revenues per
                    year. These fees are typical of the industry.

                    We have prepared our forecast of income and expense
                    assuming continued professional management by DH&R or an
                    alternate first-tier management company, at market rates.

PERTINENT           DATES The effective date of the appraisal is October 28,
                    1997. All projections are expressed in inflated dollars,
                    and the value estimate represents 1997 dollars. The subject
                    property was inspected by Mark D. Capasso on October 28,
                    1997. Elaine Sahfins and Suzanne R. Mellen did not
                    physically inspect the subject property, however they did
                    actively participate in the analysis and conclusions set
                    forth in this report.

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HVS International, San Francisco, California          Description of the Land 8 
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3. DESCRIPTION OF THE LAND

                    The suitability of the land for the operation of a lodging
                    facility is an important consideration affecting the
                    economic viability of a property and its overall value.
                    Factors such as size, topography, access, visibility, and
                    the availability of utilities have a direct impact on the
                    desirability of a particular site.

SIZE AND            According to the San Diego County Assessor's Office, the
TOPOGRAPHY          subject site totals (plus or minus) 27.0 acres. The 
                    following description of the subject site is based on the
                    San Diego County tax assessor's map. The site's boundaries
                    are described as follows.

                    -----------------------------------------------------------
                    SUBJECT PARCEL'S BOUNDARIES
                    -----------------------------------------------------------
                      DIRECTION      LENGTH (FEET)      BOUNDARY
                      ---------------------------------------------------------
                      West      (plus or minus) 1,352   Beach and Pacific Ocean
                      South       (plus or minus) 383   Avienda Del Sol
                      East        (plus or minus) 771   Orange Avenue
                      North     (plus or minus) 1,017   R.H. Dana Place
                    -----------------------------------------------------------

                    As shown on the following assessor's parcel map, the site's
                    shape is irregular. In addition, the overall topography of
                    the subject site is level, with a slight downward slope
                    from northeast to southwest. Overall, in terms of size and
                    topography, the subject parcel appears well suited for its
                    current use.

SITE USE            The site is currently improved with three hotel buildings 
                    totaling 692 rooms, (plus or minus) 73,000 square feet of
                    meeting space, various recreational amenities, and retail
                    spaces. The site is also improved with a three-story
                    building that houses various administrative and sales
                    offices. In addition, the subject site has two surface
                    parking lots that total 978 spaces. The subject's current
                    improvements will be discussed in greater detail later in
                    this report. According to information provided by the
                    Coronado Planning Office, there have been discussions about
                    possible expansions of the subject property. The possible
                    expansions include an addition of 250 guestrooms, 40,000
                    additional

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                            [ASSESSOR'S PARCEL MAP]


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HVS International, San Francisco, California          Description of the Land 9 
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                    square feet of conference space, the expansion of a spa and
                    retail buildings, as well as the repositioning of the
                    hotel's entrance and public access pathways. The additional
                    guestrooms and meeting space are apparently to be built on
                    one of the subject's surface parking lots. While these
                    expansions have been discussed, it does not appear they
                    will happen. The citizens of Coronado have reacted in a
                    strongly negative way to any expansions at the subject
                    property. They believe the property should remain as it is
                    for historical reasons. In addition, the subject property
                    was placed on the national historic register in the 1970s.
                    As such, any changes to the property must first be cleared
                    by national authorities. No such clearances have been
                    granted. While there is a possibility of expanding the
                    subject property, the Coronado Planning Department does not
                    believe they will grant any permits due to the negative
                    reactions of citizens. As such, for purposes of this
                    analysis, we have not considered any expansion of the
                    subject property.

ACCESS AND          The subject property is located in the city of Coronado. 
VISIBILITY          The city of Coronado is located across San Diego Bay and 
                    directly west of downtown San Diego on the northern end of
                    the Coronado Peninsula. The city of Coronado encompasses
                    approximately 7.7 square miles and is comprised of two
                    primary area: the Village and the Strand. The subject is
                    located on the southwest end of the Village immediately
                    north of Coronado Shores and west of Glorietta Bay. The
                    main vehicular access to Coronado from downtown San Diego
                    is via the San Diego-Coronado Bay Bridge. This span
                    provides direct access to the peninsula from Interstate 5
                    (I-5), the West Coast's major north-south artery. For
                    motorists traveling westbound from San Diego, the bridge
                    provides direct access to Glorietta Avenue and Fourth
                    Street, both of which are local thoroughfares in Coronado.
                    After crossing the bridge and traveling on Fourth Street
                    for approximately five blocks, incoming motorists wishing
                    to access the subject property execute a left-hand turn
                    onto Orange Avenue (State Route 75). The subject property
                    is located at 1500 Orange Avenue approximately
                    one-half-mile from the Fourth Street/Orange Avenue
                    intersection. The subject property is not visible from
                    mainland San Diego or the San Diego-Coronado Bay Bridge.
                    The property is visible however from downtown Coronado due
                    to its height and distinctive red roof.

                    On the mainland, I-5 provides ready access to San Diego's
                    well-developed freeway system, including Interstates 805, 8,
                    and 15, and Highways 94, 163, and 52. I-5 is a north-south
                    highway which originates at the US-Mexico border and
                    extends north through California, Oregon, and Washington to
                    its northern terminus at the US-Canada border. Regionally,
                    I-5 provides access to the coastal areas of San Diego and
                    serves as the principal link for the commercial centers of
                    San Diego, Orange County, and Los Angeles.

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                    State Route 75 generally runs north-south along the San
                    Diego Peninsula from Third Street in the city of Coronado
                    to I-5, at the area between Imperial Beach and Chula Vista.
                    In the vicinity of the subject property, State Route 75 is
                    a four-lane highway.

                    Guests arriving by airplane can fly into San Diego
                    International Airport, a 20-minute drive from the subject
                    property. The San Diego International Airport, also known
                    as Lindbergh Field, is located on the mainland along Harbor
                    Boulevard, north of the San Diego-Coronado Bay Bridge.

UTILITIES           The subject property is served by all necessary utilities,
                    supplied by the following entities:

                       Natural Gas and Electricity:  San Diego Gas & Electric
                       Water and Sewage:             California American Water
                       Waste Removal:                Refuse Service
                       Telephone:                    Pacific Bell

SOIL AND SUBSOIL    According to a soils remediation report conducted by Dames
CONDITIONS          & Moore and dated July 21, 1997, some soils located 
                    proximate to the subject property's dry cleaning facilities
                    were in need of remediation. The report stated that these
                    soils were removed. Note that the appraisers are not
                    qualified to evaluate soil conditions other than by a
                    visual inspection of the surface. No extraordinary
                    conditions were apparent.

NUISANCES AND       Based on an expanded Phase I Environmental Report conducted 
HAZARDS             by Dames & Moore and dated August 26, 1997, two on-site 
                    environmental conditions were found. These include: two
                    open County SAM cases that were pending closure with little
                    or no additional work required. In addition two County LUST
                    cases remained open, specifically, a 50,000-gallon concrete
                    tank in the main complex which formerly stored crude oil
                    and the previously mentioned soils problems. According to
                    the property engineer, the soil cleanup was completed.

                    The Dames & Moore report also stated asbestos-containing
                    materials were identified at the property. Some of these
                    materials were observed to be damaged and friable.
                    However, this problem was not considered a Recognized
                    Environmental Condition. In addition, lead-based paint was
                    detected at the property, although this condition was not
                    considered a Recognized Environmental Condition. Lead was
                    also detected in one "first draw" drinking water sample,
                    but not in a "second draw" sample. As such, lead in the
                    drinking water was not a Recognized Environmental
                    Condition.

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                    Based on the recent sale of the subject property, these
                    issues did not affect the property's marketability or
                    utility.

                    The appraisers have not been informed of any other
                    site-specific nuisances or hazards. However, because the
                    appraisers are not experts in this field, we do not warrant
                    the absence of asbestos or hazardous waste and urge the
                    reader to obtain an independent analysis of these factors.
                                                                               
FLOOD ZONE          According to the City of Coronado Planning Department and
                    Federal Emergency Management Agency (FEMA) Flood Panel
                    #060287007B, effective July 15, 1988, the subject
                    improvements are located in flood zone X, which is defined
                    as "areas determined to be outside the 500-year flood
                    plain." Thus the risk of flood to the subject site is
                    minimal.
                                                                               
LEGAL DESCRIPTION   A copy of the subject property's legal description is 
                    contained in the addenda to this report.

CONCLUSION          The subject site's size, shape, topography, access,
                    visibility, potential hazards, and availability of
                    utilities have been examined and evaluated, with the
                    following advantages and disadvantages noted.

                    ADVANTAGES:
                    
                       o Adequate size and topography for the development and 
                         operation of a full-service resort;
                       o Oceanfront location; 
                       o Good access from area roadways;
                       o All necessary utilities to the site; and 
                       o Minimal potential flood hazard.

                    DISADVANTAGE:
 
                       o No visibility from Downtown San Diego or the San
                         Diego-Coronado Bridge

                    The physical advantages of the subject site are considered
                    to outweigh the drawback. The appraisers conclude that the
                    subject site is physically appropriate for the current
                    improvement with a full-service resort.

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4. DESCRIPTION OF THE IMPROVEMENTS

                    The quality of a lodging facility's physical improvements
                    has a direct influence on marketability, attainable
                    occupancy, and average room rate. The design and
                    functionality of the structure can also affect operating
                    efficiency and overall profitability. This section
                    investigates the subject property's physical improvements
                    and personal property to determine how they contribute to
                    total value.

PROPERTY OVERVIEW   The subject property is a full-service, resort-oriented,
AND LAYOUT          first-class lodging facility, containing 692 rentable 
                    units, seven food and beverage establishments, (plus or
                    minus) 73,000 square feet of meeting and banquet space, two
                    outdoor pools, a health club, six outdoor tennis courts, a
                    full-service business center, retail outlets, and other
                    amenities and facilities typically found in a first-class
                    resort hotel.

                    The subject's improvements are housed in a complex of
                    buildings that are located throughout the site. The
                    property has been developed in various stages over the past
                    110 years, with the (then 330-room) main hotel building
                    having first opened in 1888. Although modifications,
                    additions, and modernization of this building have occurred
                    throughout the years, its architectural integrity has been
                    carefully preserved, and the original structure is still
                    intact.

                    The hotel's facilities remained more or less unchanged,
                    though not unrenovated, until the 1930s. Around this time,
                    portions of the main building were converted into meeting
                    and banquet space. In addition, guestrooms were equipped
                    with modem heating and plumbing. In the late 1940s, a fifth
                    floor with 50 additional guestrooms was added to the main
                    hotel building. In 1972, the Grande Hall was completed.
                    This building is located on the northeastern portion of the
                    site and houses meeting and banquet facilities, as well as
                    some administrative offices and other back-of-the-house
                    spaces. At about the same time, another guestroom building,
                    known as the Ocean Towers (215 guestrooms), was constructed
                    on the southwestern portion of the site. Through the 1970s
                    additional

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                       [SITE PLAN FOR HOTEL DEL CORONADO]


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                    facilities, including tennis courts, a spa, two heated
                    pools, expanded dining, parking, and retail areas were
                    added to the property. In 1979, the remaining guestroom
                    building, known as the Poolside Building (96 guestrooms),
                    was completed.

GENERAL SITE LAYOUT As mentioned, the subject property's improvements consist
                    of several separate structures. The main building, housing
                    guestrooms, meeting space, the lobby and front desk area,
                    and food and beverage facilities, is located in the center
                    of the site. The Grande Hall, consisting of meeting space,
                    is located east of the main building along Orange Avenue.
                    To the east of the main building are the subject's tennis
                    courts, pool, and poolside guestroom. building. The Ocean
                    Towers building is located in the southeast portion of the
                    site and has its own large heated pool. East of the Ocean
                    Towers building is the property's main parking lot. At the
                    southeast corner of the site, the property's Oxford
                    Building, containing various administrative and sale
                    offices, is located. In addition, this section of the site
                    houses the subject's main support building, including
                    engineering offices, boiler and mechanical rooms. Another
                    surface parking lot is located at the northern edge of the
                    subject site along R.H. Dana Place. Overall, while the
                    subject's improvements are spread out and expansive, the
                    property is laid out in a logical manner, providing guests
                    easy and convenient access to all areas. Note that the site
                    map on the following page shows the layout of the subject
                    property.

FACILITIES SUMMARY  The following table summarizes the subject property's
                    facilities.

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                    -----------------------------------------------------------
                    SUMMARY OF FACILITIES - HOTEL DEL CORONADO
                    -----------------------------------------------------------
                     GUESTROOM CONFIGURATION                NUMBER OF UNITS 
                     -----------------------                ---------------   
                      Main Building                                380
                      Ocean Towers                                 215
                      Poolside Building                             96
                      Ocean Cottage                                  1
                                                                ------
                        Total                                      692

                     FOOD AND BEVERAGE FACILITIES          SEATING CAPACITY
                     ----------------------------          ----------------
                      Crown and Coronet Rooms                      500
                      Prince of Wales                              150
                      Ocean Terrace                                100
                      Palm Court                                    75
                      Del Deli                                      25
                      Ocean Terrace Lounge                          50
                                                                ------
                        Total                                      900

                      Poolside Snack and Burger Bar  Capacity of pool deck area

                     MAIN BUILDING                            SQUARE FEET
                     -------------                            -----------
                     Ballroom                                   15,707
                     International Room                          6,078
                     Crown Room                                  9,672
                     Coronet Room                                3,500
                     Windsor Complex                             1,369
                     Crystal/Continental Rooms                   1,891
                     Executive Room                                465
                     Garden Room                                 1,584
                     Hanover Room                                1,479
                     Stuart Room                                 1,152
                     York Room                                     414
                     Kent Room                                     299
                     Tudor Room                                    540
                                                                ------
                        Subtotal                                44,150

                     GRANDE HALL                                
                     -----------
                     Upper Level (Three Rooms)                  11,792
                     Babcock Complex                             1,320
                     Story Complex                               1,599
                     Edison Complex                              1,612
                                                                ------
                        Subtotal                                16,323
                    -----------------------------------------------------------
                                                       
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                    -----------------------------------------------------------
                    SUMMARY OF FACILITIES - HOTEL DEL CORONADO
                    -----------------------------------------------------------
                         POOLSIDE
                         --------
                         Dover Room                         2,350
                         Dover Complex                      3,915
                         Stratford Room                       920
                         Durham Room                          920
                         Somerset Room                        418
                         Bradford Room                        418
                         Manchester Room                      836
                         Carduff Room                         380
                         Lancaster Room                       380
                         Pembroke Room                        500
                         Leeds Room                           450
                                                           ------
                           Subtotal                        11,487

                         Windsor Cottage                    1,040

                         Total Meeting Space               73,000

                         RECREATIONAL FACILITIES
                         -----------------------
                           Fitness Center Facilities: 
                             Exercise room with bicycles, rowing machines, step
                             machines, treadmills, free weights, and Paramount 
                             station machines

                             Men's and Women's saunas 
                             Men's and Women's steam rooms 
                             Men's and Women's massage rooms 
                           Two Outdoor Pools (at varying temperatures) 
                           Two Outdoor Spas 
                           Six Hardcourt Tennis Courts
                    -----------------------------------------------------------

                                                                                
MAIN BUILDING       The main hotel building is the centerpiece of the Hotel Del
                    Coronado's facilities. The building's design is most
                    frequently referred to as Victorian; however, it is
                    actually a combination of several styles, including the
                    Queen Anne style, characterized by its lack of symmetry and
                    unity in everything from building materials to cupola
                    designs and window shapes. This style is evidenced by the
                    disparity in guestroom sizes and configurations, as will be
                    discussed in greater detail later in this section. 

                    The building is comprised of three full floors, plus a
                    basement level, partial fourth and fifth floors over the
                    eastern portion of the building, and various sixth-floor
                    penthouse areas. Because the site slopes downward slightly
                    from the street side to the ocean side, the western
                    portions of the basement level are at or almost at grade,
                    while the eastern portions are below grade. Guestrooms are
                    laid out in a doughnut configuration around a central

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                    courtyard, known as the Garden Patio. This area is well
                    landscaped and can be utilized for weddings and receptions.
                    Many of the main building guestrooms feature balconies
                    overlooking the Garden Patio.

                    The building exterior is distinctive in appearance, with
                    red-roofed turrets, intricate woodwork, and hand-carved
                    pillars. The structure is one of the largest predominantly
                    wooden buildings currently in existence, and building
                    materials utilized include wood, shingle, glass, and brick.
                    The wood utilized in the property's construction is of
                    several different varieties with a preponderance of
                    redwood. On the exterior of the building at least four
                    different kinds of cedar shingles have been used, along
                    with horizontal siding and vertical siding, both of
                    redwood.

MAIN ENTRANCE AND   The main entrance to the hotel is situated along the 
LOBBY SPACE         southern side of the main hotel building, and is denoted 
                    by a porte-cochere. Upon entering the hotel, the lobby is
                    immediately accessed; front desk and registration areas
                    are ahead and to the left and are easily identifiable. From
                    its northwestern corner, the lobby provides access to the
                    Palm Court Lounge and to other first floor public
                    facilities, including an exterior courtyard and several
                    meeting rooms. The eastern side of the lobby accesses the
                    Crown and Coronet Rooms (used as the property's main dining
                    rooms and meeting rooms) and farther north, several smaller
                    meeting rooms. A gift shop is located to the south of the
                    front desk as are the property's general manager and
                    controller offices.

GUESTROOMS - MAIN   Almost no two of the subject's 380 main building guestrooms
BUILDING            are alike. A small number are quite undersized by modern
                    standards, while a greater number are much larger than
                    standard. The count of 380 includes 12 parlor suites. For
                    the most part, guestrooms are double-loaded along interior
                    corridors, but several rooms feature odd locations in the
                    penthouse, mezzanine, or interior cul-de-sac areas. In
                    addition, as the main building is constructed around an
                    interior courtyard, the guestrooms offer several different
                    view types, including courtyard and ocean views. It is also
                    important to note that roughly 105 rooms offer balconies.
                    
                    In addition to having balconies and ocean views, numerous
                    other distinguishing features can he found in roughly 50
                    guestrooms. These include octagonal- or otherwise
                    irregular-shaped rooms, rooms located in odd corners of the
                    building, or rooms accessible via back staircases. Needless
                    to say, these guestrooms in the main building add to the
                    charm

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                    and uniqueness of the subject property. However, these
                    rooms are also signs of functional obsolescence.

                    Guestroom furnishings and fixtures vary from room to room,
                    but all feature wall-to-wall carpeting, papered walls, and
                    plaster ceilings with painted moldings throughout. Decor
                    and furnishings tend to mirror the antique ambiance of the
                    property, although some rooms feature "built in" drawers or
                    vanities. Closets in many rooms are of the oversized,
                    walk-in variety (a remainder from an earlier period when
                    guests would stay for several weeks or months). Guest
                    bathrooms are standard three-fixture types with a toilet,
                    sink, and tub/shower combination, but they vary
                    tremendously in size and location within the room. All
                    guestrooms are equipped with at least one television set,
                    one push-button telephone, and a minibar. In general the
                    main building's guestrooms appear to be in fair condition,
                    with some signs of physical obsolescence and wear and tear
                    noticed. As mentioned previously, the subject will undergo
                    a five-year, roundly $53,000,000 renovation. Various
                    upgrades to guestroom softgoods and casegoods are to be
                    part of this renovation. As the property renovates these
                    rooms, average rates are expected to increase. This will
                    be discussed in greater detail later in this report.

                    It is also important to note that the subject's main
                    building guestrooms are not air conditioned. Although the
                    property is located in an area known for its mild climate,
                    the absence of air conditioning is an undesirable feature.
                    The transoms above most guestroom doors and ceiling fans
                    can be utilized to increase air circulation and
                    ventilation; however, they also facilitate undesirable
                    noise transmission. In addition, the lack of a modem HVAC
                    system can also result in a certain amount of odor
                    transmission from the building's various food and beverage
                    outlets to various points within the guestroom area. While
                    the property currently does not have a modern HVAC system
                    for the main building guestrooms, part of the
                    aforementioned capital expenditure budget is earmarked for
                    installation of one. Specifically, roundly $4,000,000 will
                    be spent on a main building HVAC system. Like the planned
                    guestroom renovation, the installation of an HVAC system
                    should enable the subject property to significantly
                    increase average rates in the future.

OCEAN TOWERS        The seven-story Ocean Towers building opened in 1971. Its 
BUILDING            modern glass and concrete facade contrasts greatly with the
                    distinctive architecture of the main hotel building and the
                    Poolside Building, the latter of which is designed to more
                    or less blend in with the main hotel building. Located



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                    along the ocean, in the southern part of the site, this
                    building houses 215 guestrooms; there are no public or
                    back-of-the-house facilities with the exception of
                    housekeeping closets and a few storage areas. Like the
                    Poolside Building, all guestrooms in the Ocean Towers
                    building are identical in size and configuration, with the
                    exception of nine suites located on the top floor. Of these
                    nine suites, three are configured as two-bedroom
                    apartments.

                    The standard guestroom in this building measures 512
                    square feet, which is larger than typical guestrooms. Of
                    the 215 guestrooms in this building, approximately 100
                    feature full or partial ocean views and all rooms except
                    those on the first floor offer balconies.

POOLSIDE BUILDING   Completed in 1979, the Poolside building is the newest of
                    the subject property's guestroom buildings. It is located
                    in the center of the site, between the main hotel building
                    and the Ocean Towers building.

                    The Poolside Building ranges from two to three stories in
                    height, and houses 96 guestrooms. The building, which is of
                    concrete block construction, is configured around a small
                    atrium with a bird cage elevator and a glass-clock
                    skylight.

                    Unlike the main hotel building, guestrooms in this building
                    are all identical in size and configuration. Roughly half
                    of these guestrooms provide ocean views while the other
                    half open directly to the pool area or overlook the pool.
                    In addition, the Poolside Building is fully heated and
                    cooled via a two-pipe HVAC system with a chilled water
                    loop. The Poolside Building's casegoods and softgoods
                    appeared dated and worn at the time of inspection. Roughly
                    half of the guestrooms are decorated in an island motif
                    with wicker furniture and fixtures. Like the main building
                    guestroorns, these rooms are expected to be upgraded and
                    refurbished during the planned capital renovation at the
                    property. The upgrade and renovation of the Poolside
                    Building guestrooms should also positively impact average
                    rates at the subject property.

FOOD AND BEVERAGE   The subject property's food and beverage facilities are
FACILITIES          primarily located within the main commercial structure. The
                    Prince of Wales is the resort's oceanfront specialty
                    restaurant, featuring steaks and seafood. This facility is
                    located on the basement level of the main building.
                    Adjacent to the Prince of Wales are the Ocean Terrace
                    restaurant and lounge. The Ocean Terrace has a casual
                    outdoor setting overlooking the ocean and serves California

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                    bistro fare. Both the Prince of Wales and the Ocean Terrace
                    were in good condition at the time of inspection. In
                    addition, one kitchen located on the basement level
                    adjacent to the Prince of Wales services both outlets.

                    The Crown and Coronet Rooms are the property's main dining
                    rooms and are located off of the lobby in the main
                    building. The Crown Room is architecturally distinctive and
                    boasts one of the world's largest unsupported wooden domed
                    ceilings, and is quite breathtaking in appearance. The
                    Coronet Room portion of the restaurant is somewhat less
                    spectacular, but still attractive. The property's main
                    kitchen is located adjacent to these rooms and is quite
                    expansive.

                    The Palm Court Lounge is located at the northwest corner of
                    the lobby area. This lounge features nightly piano music
                    and offers evening cocktails. In addition, the Palm Court
                    hosts a continental breakfast buffet every morning. This
                    area was in good condition at the time of inspection.

                    The Del Deli is also particularly distinctive in design. It
                    was carved out of what was once the hotel's rainwater
                    storage cistern. The Deli serves sandwiches and salads and
                    is located adjacent to the property's galleria shopping
                    area on the basement level.

                    The subject property also offers poolside snacks,
                    sandwiches and burgers. A large outdoor grill is used to
                    prepare most of the hot foods poolside. This food and
                    beverage area has proven to be popular with guests of the
                    hotel. Seating is provided via an observation platform
                    above the property's pool as well as by various tables and
                    chairs situated adjacent to the pool.

MEETING SPACE       The subject property's (plus or minus)73,000 square feet
                    of meeting and banquet facilities are located throughout
                    the property. Specifically, the Grande Hall building houses
                    approximately 16,323 square feet of space in four separate
                    complexes. These complexes can be broken down into several
                    separate meeting rooms. The main building houses a majority
                    of the subject's meeting space, approximately 44,150 square
                    feet including the subject's Ballroom. The Ballroom is
                    quite distinctive as it is virtually round and offers large
                    panoramic views of the Ocean. The remainder of the subjects
                    main building meeting space is located off of the Garden
                    Patio. This area houses nine small meeting rooms. The
                    remainder of the property's meeting space is located in the
                    Poolside Building. This area houses approximately 11,487
                    square feet of space and contains 11 separate meeting rooms
                    that can be combined in several variations.

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                    Overall, the subject's meeting banquet space is adequate in
                    size and configuration. As will be discussed in subsequent
                    sections of this report, the subject derives approximately
                    63% of its total room night demand from the group meeting
                    segment. Due to the high volume of group business at the
                    hotel, the property's meeting facilities appeared worn in
                    several areas, most notably the carpet and wall coverings
                    in the main building and Poolside Building space. As
                    mentioned, the subject property will undergo a five-year
                    renovation program. The upgrade and refurbishment of all of
                    the subject's meeting space is expected to be addressed
                    during this renovation.

                    Given the expansive nature of the subject property's
                    meeting facilities and the subsequent distance from the
                    main kitchen, the transportation of food can sometimes be
                    problematic. However, property management indicated an
                    extensive network of service corridors, prep areas, and
                    dish-up areas are located throughout the property, which
                    minimizes problems with food transportation.

                    Overall, the subject property's meeting and banquet
                    facilities are comparable or superior to those of the
                    competitive properties.

RECREATIONAL        A health club is located on the basement level of the main
FACILITIES          building adjacent to the Ocean Terrace Restaurant. The    
                    health club is comprised of a sauna, steam bath, exercise
                    room, whirlpool, and massage rooms. Hotel guests are
                    charged various rates for use of the health club
                    facilities. Private memberships are also available which
                    permit members to use the health club, swimming pools and
                    tennis courts. The property's two swimming pools are both
                    located outside, with one adjacent to the Poolside
                    Building, and the other adjacent to the Ocean Towers
                    building. Also, as mentioned, the subject property offers
                    six lighted tennis courts. 

RETAIL FACILITIES   Retail facilities at the subject property include
                    facilities operated by the subject management, as well as
                    leased facilities. The 11 facilities currently operated by
                    the subject property are located throughout the property.
                    The following chart details these facilities.

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                    -----------------------------------------------------------
                        RETAIL FACILITIES OPERATED BY THE HOTEL DEL CORONADO
                    -----------------------------------------------------------
                      NAME                  TYPE
                      ---------------------------------------------------------
                      Signature Shop        Del Coronado Signature Merchandise
                      Set Sail              Apparel
                      Sun Sport             Apparel
                      Waves                 Apparel
                      Courtside             Pro Shop
                      Tropical T's          Apparel
                      Spa Boutique          Health Club Store
                      Bubbles               Sundries
                      Kiosk                 Sundries
                      Crown Court Garden    Flowers and Gifts
                      Corporate Gifts       Sundries
                      
                    In addition, the subject property leases retail space to 22
                    separate retail tenants. These operations are located in
                    the subject's galleria area on the basement level of the
                    main building. The following chart details these tenants.

                    -----------------------------------------------------------
                    LEASED RETAIL FACILITIES
                    -----------------------------------------------------------
                      NAME                  TYPE
                      ---------------------------------------------------------
                      American Nostalgia    Apparel
                      Beauty Salon          Beauty Salon
                      Brady's Men's Shop    Apparel
                      Brady's Women's Shop  Apparel
                      Geppetto's            Toys
                      Coronado Gallery      An Gallery
                      Del Jewels            Jewelry
                      Hertz                 Car Rental
                      European Heritage     Apparel
                      Jessops               Apparel
                      McNary Art Gallery    Art Gallery
                      Naturally Yours       Specialty Gifts
                      New Images            Specialty Gifts
                      Opal & Gems           Jewelry
                      Ribbons & Roses       Gifts
                      Ancient Mariner       Apparel
                      Sally Huss Gallery    Art Gallery
                      Shell World           Specialty Gifts
                      Sunglass Hut          Sunglasses
                      The Sweater Ship      Apparel
                      Victorian Corner      Specialty Gifts
                      Windsor Chocolates    Candy
                    -----------------------------------------------------------
                

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                    Overall, the subject's leased space has exhibited very
                    little turnover historically. In addition, the tenants
                    occupying the space now are on long-term leases. According
                    to property management, the high level of walk-in traffic
                    generated by the hotel is a very positive attribute to the
                    subject's leased retail outlets.

BACK-OF-THE-HOUSE   As previously mentioned, most of the property's major
FACILITIES          back-of-the-house  facilities are located in the one-story
                    structure that is situated along the site's eastern
                    boundary. The property operates its own upholstery and
                    carpentry shops, and has an on-site construction department
                    located in this building. While these types of
                    back-of-the-house facilities are more extensive than those
                    normally found at a typical hotel, they are required at the
                    subject due to the complexity of repairing and maintaining
                    the main hotel building. This building also houses the
                    subject's laundry faculties, including guest dry-cleaning.
                    Adjacent to the laundry area are additional housekeeping
                    departmental facilities, including linen storage, sorting
                    and folding area. The service building also houses various
                    other mechanical rooms and storage areas and is connected
                    to the main hotel building via an underground tunnel.

                    The subject property maintains efficient energy production
                    through its co-generation plant and solar power collection
                    system. On the roof of the Grande Hall building are 16
                    large solar collectors which produce a reported 1% of the
                    property's electrical needs and 5% of its hot water.
                    Additional hot water is produced by a heat harvesting
                    system in the Ocean Towers building, thus reducing natural
                    gas consumption by a reported 25%. Approximately one-third
                    of the hotel's electricity is produced by an 800-kilowatt,
                    gas-fired turbine generator system located below the Grande
                    Hall. This system also supplies high pressure steam for the
                    hotel's laundry facility, main building guestrooms, and
                    kitchens.
   
VERTICAL            The main hotel building is serviced by two passenger   
TRANSPORTATION      elevators and two freight elevators. The passenger     
                    elevators are original to the property and are among the
                    first Otis elevators ever placed in service. These bird
                    cage-type elevators require operators, and are therefore
                    expensive to run. They do, however, add to the property's
                    charm. 

                    Four sets of public stairs also connect all guestroom
                    levels to the lobby and lower lobby levels, and several
                    other staircases connect odd corners and penthouses of the
                    building to the floor below.

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                    As mentioned, two elevators each service the Poolside
                    building and the Ocean Towers building.

HEATING,            As mentioned, the subject property operates several      
VENTILATION, AND    different HVAC systems. The food and beverage facilities,
AIR CONDITIONING    meeting space, and most of the public areas in the main  
(HVAC)              building are air conditioned via a two-pipe system with a
                    chilled water loop running underneath the building. The
                    Poolside Building is also air conditioned via this system.
                    The subject's main building guestrooms and lobby area are
                    not air conditioned. The entire main building is heated via
                    steam radiators. The Oceanside Towers are heated and cooled
                    via a four-pipe HVAC system that was in good working order
                    at the time of inspection.

                    As mentioned, the subject property's five-year capital
                    improvement plan is expected to address the divergent HVAC
                    problem. Currently a four-pipe system is planned to provide
                    heating and cooling for the entire main building and
                    Poolside Building, including guestrooms and the lobby.

FIRE PROTECTION     The subject property is fully sprinklered and each
                    guestroom has a hardwired smoke detector; each smoke
                    detector is connected to the emergency generator. According
                    to the property engineer, the subject's pending capital
                    improvement included monies for a completely updated fire
                    protection system.

ADA CONFORMANCE     Following the January 26, 1992, passage of the Americans
                    with Disabilities Act (ADA), the subject property is
                    subject to new physical standards. ADA standards
                    principally address the number and accessibility of
                    guestrooms designed to accommodate physically challenged
                    guests, though a variety of safety standards are also
                    included that can touch on the status of building systems.
                    Due to the high, and sometimes prohibitive, cost of ADA
                    conformance, necessary improvements have generally been
                    limited to what is "readily achievable." When a property is
                    in the process of refurbishment, efforts at that time are
                    expected to be made to address ADA standards. For example,
                    if, in the process of refurbishment, a vanity is being
                    replaced, at that time the vanity should be raised so that
                    it conforms with ADA standards. According to property
                    management, the subject property conforms to all the
                    current federal ADA guidelines.
   
CAPITAL             As mentioned, while the subject property's guestrooms,
EXPENDITURES        public areas, and building systems were in fair to good
                    condition at the time of inspection, they are in need of
                    upgrades. According to property management the

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                    subject will reportedly undergo a roundly $53,000,000
                    upgrade to guestrooms, meeting space, food and beverage
                    outlets, and building systems. The following chart details
                    the capital improvement plan at the subject property.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
PLANNED CAPITAL IMPROVEMENTS
- -----------------------------------------------------------------------------------------------
FORECASTED CAPITAL PROJECTS           YEAR 1       YEAR 2       YEAR 3      YEAR 4      YEAR 5
- -----------------------------------------------------------------------------------------------
<S>                                <C>          <C>         <C>          <C>         <C>       
Administrative and General            $580,000    $311,000     $676,000    $180,000    $170,000
Building and Engineering             1,759,332   5,889,481    4,518,987   4,725,402   6,073,661
Rooms                                2,638,759   2,349,925    4,452,499     126,800     131,400
Site and Landscaping                   441,351      89,699       26,400      30,800     399,000
Food and Beverage                    1,513,334      82,953      110,856     250,212     301,868
Public Areas                         4,752,731     364,300       50,000      50,000     643,270
Recreation and Health                  648,950     172,700       49,225           0       3,850
Unallocated Upside Projects                  0          0     2,000,000   2,000,000   1,497,984
Construction Management                100,000     100,000      100,000     100,000     100,000
Development Management                 497,378     374,402      479,359     298,529     372,841
                                                                                    
Total Yearly Capital Expenditure   $12,931,835  $9,734,460  $12,463,326  $7,761,743  $9,693,874

Total Capital Expenditure          $52,585,238

                             (SAY) $53,000,000
- -----------------------------------------------------------------------------------------------
</TABLE>

                    As shown, this massive project is expected to be conducted
                    over five years. In addition, considering the historical
                    level of necessary capital improvements, as well as the age
                    of the subject property, we are of the opinion that a
                    long-term reserve for replacement equal to 5.0% of total
                    revenues is necessary to maintain the subject property's
                    long-term competitive position. We have assumed the budgeted
                    amounts for capital improvements over the first five years
                    of the forecast, would accumulate in reserves and be used
                    to help fund the planned capital improvement. The amount
                    over and above the reserves in each year was then
                    discounted at a safe rate of 6% to present dollars. This
                    results in capital expenditures of roundly $24,900,000,
                    which we have deducted from the subject property's "as
                    improved" value. The calculations for this amount are
                    presented in the following chart.

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HVS International, San Francisco, California                 Description of the 
                                                             Improvements 25 
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<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
CAPITAL EXPENDITURES
- ---------------------------------------------------------------------------------------
CAPITAL EXPENDITURES (IN 000S)               1997/98  1996/99  1999/00 2000/01  2001/02
- ---------------------------------------------------------------------------------------
<S>                                          <C>       <C>     <C>      <C>     <C>   
Budgeted Amount                              $12,932   $9,734  $12,463  $7,762  $9,694
 Reserve for Replacement                       4,601    4,883    5,036   5,303   5,494
                                               -----    -----    -----   -----   -----
Over and above Reserves                       $8,331   $4,851   $7,427  $2,459  $4,200
Present Value @ 6% discount rate              $8,331   $4,577   $6,610  $2,064  $3,327
Total Capital Expenditure Deduction (Say)    $24,900
- ---------------------------------------------------------------------------------------
</TABLE>

CONCLUSION          The subject property's improvement are extremely complex
                    and entirely unique. The age and design of the main hotel
                    building are the cornerstones of the property's fame and
                    reputation. While these building has a charm and ambiance
                    that is completely unreplaceable, it also feature
                    significant items of functional obsolescence which affect
                    the property's operation. In addition, the expansive nature
                    of the facilities as well as the property's age can effect
                    property operations and maintenance and energy expenses.
                    This will be discussed in greater detail later in this
                    report. 

                    Overall, the historically significant and one-of-a-kind
                    nature of the property's improvements have contributed to
                    create a hotel property that is in an enviable position. As
                    such the subject property is a completely unique real
                    estate entity.

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HVS International, San Francisco, California                          Zoning 26 
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5. ZONING

                    According to the city of Coronado zoning regulations, the
                    subject property is zoned as follows.

                                        HM - Hotel Motel

                    The purpose and intent of this zone is to provide areas
                    that serve the needs of tourists, travelers, and transient
                    occupancy and to encourage transient retail facilities. As
                    such, hotels and motels are expressly permitted in this
                    zone. In addition, retail facilities and recreational
                    facilities are allowed as long as they are built in
                    conjunction with a hotel or motel. The zone has a 40-foot
                    height limitation, a 25-foot front yard requirement, and a
                    10-foot side yard requirement. Additionally, one parking
                    space for every two lodging units and one space for every
                    two employees are required. The subject property reportedly
                    meets all of the above requirements. In addition, as the
                    subject property occupies a position along the coastline,
                    the coastal commission indirectly has a say in the use of
                    the land. According to Coronado planning officials, the
                    coastal commission has approved the city's overall plan for
                    all coastal land. As such, the city has ultimate zoning
                    control.

                    Planning department officials also indicated, should the
                    property be destroyed it most likely could be rebuilt in
                    its current orientation. However, any new plans would have
                    to be submitted for approval.

                    We assume that all necessary permits (including a liquor
                    license) and approvals have been secured and that the
                    subject property has been constructed in accordance with
                    the port district's ordinances, building codes, and all
                    other applicable regulations.

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HVS International, San Francisco, California        Assessed Value and Taxes 27
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6. ASSESSED VALUE AND TAXES

                    Property or ad valorem tax is one of the primary revenue
                    sources for municipalities. Based on the concept that the
                    tax burden should be distributed in proportion to the value
                    of all properties within a taxing jurisdiction, a system of
                    assessments is established by the local assessor.
                    Theoretically, the assessed value placed on each parcel
                    bears a definite relationship to market value.

                    Real estate in the state of California is assessed at 100%
                    of market value upon the sale, expansion, or new
                    construction of a property. Once established, the assessed
                    value of a property can increase by no more than 2% per
                    year, according to state law. A reassessment is triggered
                    by the sale, expansion, or improvement of a property. Real
                    and personal property are taxed at the same rate.

                    The fiscal year for tax purposes runs from July 1 to June
                    30, with real estate taxes due in two installments, no
                    later than December 10 and April 10 of the fiscal year.

HISTORICAL TAX      As shown, the effective property tax rate for 1996/97      
RATE                equated to 1.000%. The following table shows how the       
                    applied tax rate has varied since the 1991/92 fiscal year. 
                    

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                    -----------------------------------------------------------
                    HISTORICAL PROPERTY TAX RATE
                    -----------------------------------------------------------
                       YEAR                                TAX RATE   % CHANGE
                    -----------------------------------------------------------
                                                      
                      1991/92                              1.00215%      ---
                      1992/93                              1.00104      (0.1)%
                      1993/94                              1.00000      (0.1)
                      1994/95                              1.00000       0.0
                      1995/96                              1.00000       0.0
                      1996197                              1.00000       0.0 %
                    Average Annual Compounded Percent
                          Change 1991/92-96/97                           0.0 %
                    -----------------------------------------------------------

                    Property tax rates in the subject property's tax rate area
                    have remained stable in recent years, at 1.000%. For the
                    purpose of this appraisal we have projected that the
                    subject property's tax rate will stabilize at approximately
                    1.00%.

PROJECTION OF       Because the subject property's real estate and personal
PROPERTY TAXES      property taxes cannot be forecast until a market value is
                    determined, the appraisers performed an iterative
                    calculation through a computer program to estimate the
                    reassessment which would occur upon the sale of the
                    property at a price equal to the estimated "as improved"
                    market value of the fee simple interest. Based upon the "as
                    improved" value conclusion determined by this appraisal,
                    the estimated "as improved" market value of the fee simple
                    interest in the subject property is $354,855,000. Therefore
                    the first year's tax burden was calculated as follows:

                    ESTIMATED MARKET VALUE                       FIRST YEAR'S
                    OF FEE SIMPLE INTEREST     X     TAX RATE     TAX BURDEN
                    -----------------------------------------------------------
                          $354,855,000               1,0000 %     $3,548,550

                                                              Say $3,549,000

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                                                       Neighborhood Analysis 29
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7. MARKET AREA AND NEIGHBORHOOD ANALYSIS

                    The economic vitality of the market surrounding the subject
                    property is an important consideration in forecasting
                    lodging demand and income potential. Economic and
                    demographic trends that reflect the amount of visitation
                    provide a basis from which to project hostelry demand. The
                    purpose of the market area analysis is to review available
                    economic and demographic data to determine whether the
                    local market will undergo economic growth, stability, or
                    decline. In addition to predicting the direction of the
                    economy, the rate of change must be quantified. These
                    trends are then correlated based on their propensity to
                    reflect variations in lodging demand, with the objective of
                    forecasting the amount of growth or decline in transient
                    visitation by individual market segment (e.g., group
                    meeting, leisure, and commercial).

MARKET AREA         The subject property is located in the city of Coronado, a
OVERVIEW            small resort and residential community located immediately
                    west of the city of San Diego, across the San Diego Bay,
                    and within San Diego County. San Diego County corresponds
                    to the San Diego Metropolitan Statistical Area (MSA), which
                    is so defined for statistical purposes. As a convention-
                    and leisure-oriented resort, the subject property draws a
                    significant amount of its patronage from the entire
                    Southern California region, a nine-county area that
                    includes both the San Diego and Los Angeles MSAs;
                    additionally, the subject property derives patronage from
                    throughout the nation.

                    San Diego County is located at the southwestern corner of
                    the continental United States. It is bordered by Orange and
                    Riverside Counties to the north, Imperial County to the
                    east, and the Pacific Ocean to the west; Mexico lies
                    adjacent to the southern border of San Diego County. At the
                    closest point, the city of San Diego is roughly 16 miles
                    north of the Mexican border.

                    San Diego County covers roughly 4,261 square miles and is
                    most densely developed in its western and coastal areas.
                    The terrain varies from mountains, deserts, and rolling
                    hills in the inland areas to more than 70

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                                                       Neighborhood Analysis 30
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                    miles of coastline and beaches to the west. Subtropical sun
                    and the cooling California current produce a pleasant
                    year-round climate, which is one of the area's greatest
                    assets.

ECONOMIC OVERVIEW   San Diego County was one of the nation's fastest growing
                    economies in the 1980s. However, according to a comparative
                    economic study prepared by the Alphametrics Corporation,
                    San Diego dropped from being one of the 10 fastest-growing
                    metropolitan areas through the 1980s to being one of the 10
                    slowest growing between 1990 and 1993. However, in 1994,
                    the San Diego County economy began to emerge from its worst
                    recession since the 1930s. Overall, between 1990 and 1996,
                    San Diego lost more than 74,000 jobs. Aerospace alone
                    accounted for 20,800, or one out of three, lost jobs. By
                    the end of 1996, only one in five aerospace jobs existing
                    in San Diego during 1990 remained. During this same period,
                    however, other industries created more than 88,600 jobs. By
                    the end of 1996, San Diego had 14,600 more jobs than the
                    pre-recession high at the end of 1990. The defense-related
                    employment cuts during the early 1990s were offset by gains
                    in the medical instrument, biotechnology, and biomedical
                    fields. In addition, the expansion of the service sector is
                    expected to continue, allowing for modest overall growth in
                    the economy. Although Southern California experienced
                    significant job losses in the aerospace sector as a result
                    of the downsizing of national defense expenditures, the
                    military's presence and commitment to San Diego grew as San
                    Diego became the Navy's principal location for West Coast
                    operations, with the consolidation of operations
                    concentrated in the region. The planned relocation of the
                    U.S. Space & Naval Warfare Systems Command (SPAWAR) to San
                    Diego from Arlington, Virginia in 1997 will bring 800 to
                    1,000 high paying jobs to the county, and provide a $1
                    billion injection to the economy, and an estimated $2 to $3
                    billion annually in procurement contracts to San Diego.
                    
                    According to the January 1997 issue of the San Diego
                    Economic Bulletin real growth occurred in the gross
                    regional product (GRP) of 4.7% in 1996, following
                    inflation-adjusted increases of 0.7%, 2.3%, and 4.6% in
                    1993, 1994, and 1995, respectively. In addition, San
                    Diego's economy is projected to grow at a rate of 4.8% in
                    1997. San Diego is once again outperforming the rest of the
                    state and nation in economic expansion.

                    On a broader perspective, the state's economic recovery
                    began in 1994. The recovery in California is being driven
                    by a variety of forces, including international trade,
                    motion picture/television production, tourism, wholesale
                    trade, the resale housing market, and even a modest upturn
                    in

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                                                       Neighborhood Analysis 31
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                    new home construction. According to UCLA-Anderson Forecast
                    economists, 14% of new employment growth in the U.S. in
                    the past year occurred in California and the state's job
                    growth rate is forecast to continue to outpace that of the
                    nation over the next three years. Furthermore, in response
                    to the current economic imbalance, supply and demand forces
                    are expected to lower the cost of living and conducting
                    business in the state. State governing bodies have already
                    drafted legislation to curtail the state's "anti-business"
                    reputation, including changes regarding investment,
                    research and development, and tax incentives. Lodging
                    demand, which has already demonstrated a considerable
                    resurgence, is expected to mirror the trend of the overall
                    state economy, with healthy, gradual expansion over the
                    long term.

                    Due to its macroeconomic effect on the local hotel market,
                    the building statewide recovery is considered to be a
                    positive sign for purposes of this analysis. Despite the
                    rather adverse trends apparent through the early 1990s, it
                    appears that the area's underlying geographic and
                    demographic advantages will help provide the basis for
                    moderate and steady long-term growth in the subject's
                    lodging market.

DEMOGRAPHIC REVIEW  The following demographic and economic review sets forth
                    population, per-capita income, and retail sales for the San
                    Diego MSA, the state of California, and the United States
                    as a whole from 1980 through 2000. While not directly
                    correlated with hotel room night demand, population and
                    retail sales serve as a general measure of a market's
                    health. The per-capita income reflects the economic
                    well-being of the populace.

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HVS International, San Francisco, California           Market Area and 
                                                       Neighborhood Analysis 32
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<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
DEMOGRAPHIC AND ECONOMIC REVIEW
- -------------------------------------------------------------------------------------------------------------------
                                                                                           AVERAGE ANNUAL % CHANGE
                                                                                          -------------------------
                                       1980          1990          1996          2000     1980-90  1990-96  1996-00
- -------------------------------------------------------------------------------------------------------------------
<S>                                    <C>           <C>           <C>           <C>         <C>     <C>      <C> 
RESIDENT POPULATION (THOUSANDS)
 San Diego, CA MSA                     1,875.3       2,513.4       2,703.8       2,941.6     3.0 %   1.2%     2.1%
 State of California                  23,792.8      29,904.5      31,967.7      33,474.5     2.3     1.1      1.2
 United States                       227,225.6     249,403.0     265,225.5     274,581.0     0.9     1.0      0.9
PER CAPITA PERSONAL INCOME*                                                                                  
 San Diego, CA MSA                    18,151.0      21,237.0      21,541.0      22,665.0     1.6%    0.2 %    1.3%
 State of California                  19,971.0      22,234.0      22,210.0      23,181.0     1.1    (0.0)     1.1
 United States                        16,994.0      20,093.0      21,443.0      22,478.0     1.7     1.1      1.2
W&P WEALTH INDEX                                                                                             
 San Diego, CA MSA                       106.2         105.5         101.5         101.8                     
 State of California                     115.1         109.0         102.7         102.3                     
 United States                           100.0         100.0         100.0         100.0                     
TOTAL RETAIL SALES (MILLIONS)*                                                                               
 San Diego, CA MSA                    14,174.8      19,995.6      21,711.7      23,809.3     3.5 %   1.4%     2.3%
 State of California                 188,150.6     232,441.3     252,456.3     266,561.4     2.1     1.4      1.4
 United States                     1,636,425.6   1,926,189.3   2,143,737.6   2,239,888.5     1.6     1.8      1.1
                                                                                                            
* Inflation Adjusted
                                        Source: Woods & Poole Economics, Inc.
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

                    Between 1980 and 1990, population growth in San Diego
                    County occurred at three times the rate of growth achieved
                    by the nation as a whole. With the migration of the
                    population to the Sunbelt and Western portions of the
                    nation, the entire state of California experienced
                    above-average population growth during the past decade;
                    however, the percentage growth in San Diego's population
                    substantially surpassed that of the state as a whole
                    through the early 1990s. Although population growth in San
                    Diego slowed to 1.2% per year between 1990 and 1996, it
                    still exceeded the 1.1% and 1.0% rates of growth attained
                    by the state and nation, respectively. San Diego County is
                    projected to sustain population growth of 2.1% per year
                    throughout the remainder of the decade, well above that of
                    the state and the nation.

                    Per-capita personal income and the W&P Wealth Index data
                    presented in the preceding chart indicate that the San
                    Diego County populace's per-capita income level is below
                    the state average, but above the national average. San
                    Diego County has historically featured a per-capita income

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HVS International, San Francisco, California           Market Area and 
                                                       Neighborhood Analysis 33
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                    equal to roughly 106% of the national level, a condition
                    that has eroded in recent years.

                    Inflation-adjusted retail sales for the subject market area
                    indicate that countrywide and statewide retail activity
                    decelerated between 1990 and 1996, but countrywide retail
                    sales are expected to accelerate through the remainder of
                    the decade. Growth in county retail sales levels is
                    projected to be more than double national levels through
                    2000.

WORKFORCE           The characteristics of an area's workforce provide an 
CHARACTERISTICS     indication of the type  and amount of transient visitation
                    likely to be generated by local businesses. Sectors such as
                    finance, insurance, and real estate (FIRE); wholesale
                    trade; and services produce a considerable number of
                    visitors who are not particularly rate sensitive. The
                    government sector often generates room nights, but per-diem
                    reimbursement allowances often limit attainable rates. The
                    manufacturing, construction, and transportation,
                    communications, and public utilities (TCPU) sectors are
                    least likely to generate a significant number of hotel
                    guests. The following table sets forth the San Diego County
                    workforce distribution by business sector in 1980, 1990,
                    and 1996, as well as a forecast for 2000.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
HISTORICAL AND PROJECTED EMPLOYMENT - SAN DIEGO MSA (000s)
- ----------------------------------------------------------------------------------------------------------------------
                                                                                             AVERAGE ANNUAL COMPOUNDED
                                                                                             -------------------------
                                 PERCENT           PERCENT         PERCENT          PERCENT
INDUSTRY                1980    OF TOTAL   1990   OF TOTAL  1996  OF TOTAL  2000   OF TOTAL  1980-96  1990-96  1996-00
- ----------------------------------------------------------------------------------------------------------------------
<S>                      <C>       <C>      <C>      <C>     <C>     <C>     <C>      <C>     <C>      <C>        <C> 
Farm                     16.8      1.7%     13.6     0.9%    13.4    0.9%    13.3     0.8%    (1.4)%   (0.3)%   (O.1)%
Agriculture              11.6      1.2      16.7     1.2     16.9    1.2     17.3     1.1      2.4      0.3      0.6
Mining                    1.5      0.1       2.3     0.2      2.3    0.2      2.5     0.2      2.9      0.1      2.6
Construction             46.5      4.8      83.9     5.8     68.4    4.7     73.2     4.7      2.4     (3.3)     1.7
Manufacturing           112.2     11.5     142.3     9.9    129.8    8.9    136.9     8.7      0.9     (1.5)     1.3
T.C.P.U.                 31.8      3.2      44.2     3.1     46.0    3.2     49.5     3.1      2.3      0.7      1.8
Total Trade             174.6     17.8     282.0    19.6    295.1   20.2    321.2    20.4      3.3      0.8      2.1
 Wholesale Trade         27.2      2.8      51.6     3.6     54.2    3.7     60.7     3.9      4.4      0.8      2.9
 Retail Trade           147.4     15.0     230.4    16.0    240.9   16.5    260.5    16.6      3.1      0.7      2.0
F.I.R.E.                 84.1      8.6     120.1     8.4    108.8    7.5    117.6     7.5      1.6     (1.6)     2.0
Services                217.8     22.2     414.9    28.9    477.6   32.7    531.5    33.8      5.0      2.4      2.7
Total Government        282.7     28.9     315.6    22.0    301.0   20.6    309.1    19.7      0.4     (0.8)     0.7
 Federal Civilian Govt.  42.2      4.3      48.4     3.4     45.8    3.1     46.9     3.0      0.5     (0.9)     0.6
 Federal Military Govt. 136.7     14.0     132.8     9.3    114.6    7.9    111.8     7.1     (1.1)    (2.4)    (0.6)
 State & Local Govt.    103.8     10.6     134.4     9.4    140.6    9.6    150.4     9.6      1.9      0.8      1.7
                        -----     ----     -----     ---    -----    ---    -----     ---      ---      ---      ---
TOTAL                   979.5    100.0%  1,435.5   100.0% 1,459.2  100.0% 1,572.1   100.0%     2.5%     0.3 %    1.9 %
                                                                                                                
                                       Source: Woods and Poole Economics, Inc.
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</TABLE>

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                    The service, government, trade, and manufacturing sectors,
                    which made up roughly 33%, 21%, 20%, and 9%, respectively,
                    of the labor force in 1996, are the dominant employment
                    sectors in the San Diego economy. Of these major employment
                    sectors, the government and manufacturing sectors posted
                    decreases between 1990 and 1996. The 0.8% decrease in
                    government employment between 1990 and 1996 reflects the
                    impact of the national reduction in defense spending and
                    the downsizing of military installations. Although Woods &
                    Poole statistics indicate continued shrinking of the
                    military presence in the local economy, recent information
                    suggests that this may not be the case. For instance, of
                    the nine military installations in San Diego County, only
                    the San Diego Naval Training Center at Miramar was
                    recommended for closure by the Presidential Commission's
                    July 1, 1993 report. While the Navy has departed from
                    Miramar, the facility has been converted to a Marine Corps
                    Air Station that will generate $420 million in spending in
                    1997. Moreover, the consolidation of the armed services has
                    actually increased the Navy's maritime presence in the
                    area. The deep-water port currently located in Long Beach
                    will be moved to San Diego, augmenting the already
                    extensive facilities located in the Bay. With the addition
                    of a carrier battle group from Long Beach, and another from
                    the recently closed facility in Alameda, San Diego will
                    boast a total of three carrier battle groups. Furthermore,
                    the previously mentioned SPAWAR Command will join the Naval
                    Research and Development and the Naval Aviation and
                    Engineering Service Unit in relocating to San Diego by
                    mid-1997. The Naval Aviation Technical Service Facility will
                    arrive in 1998. These developments bode well for government
                    sector employment into the future.

                    Service employment, which posted the highest rate of growth
                    (5.0%) between 1980 and 1996, is the area's largest
                    employment sector. Employment in the service sector
                    continued to increase at an appreciable 2.4% per year
                    between 1990 and 1996, and is projected to increase at a
                    slightly higher rate throughout the remainder of the
                    decade.

                    Employment in the trade sector, which increased at a rate
                    of 3.3% per year between 1980 and 1996, increased by only
                    0.8% annually between 1990 and 1996, primarily as a result
                    of the national economic recession. With the recovery in
                    Mexico underway, San Diego County's largest international
                    trade partner, employment in this sector is projected to
                    increase at 2.1% per year between 1996 and 2000.

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                    The military buildup during the 1980s was instrumental in
                    the 0.9% average annual increase in San Diego's
                    manufacturing employment. However, growth in this
                    employment sector decreased by 1.5% per year between 1990
                    and 1996. As the majority of San Diego's manufacturers are
                    involved in the fields of aerospace, transportation,
                    shipbuilding, electronics, and electrical machinery
                    products, the cutbacks in defense spending negatively
                    impacted the area's manufacturing employment. However,
                    recent reassignment and transfers of key military aerospace
                    and aeronautical divisions cited previously will bring in
                    further military consulting, contracting, and manufacturing
                    jobs into the economy. As a result, employment in this
                    sector is projected to rebound at a rate of 1.3% per year
                    between 1996 and 2000.
                                                                                
                    Providing additional context for understanding the nature
                    of the regional economy, the following chart presents a
                    list of the major employers in San Diego County.

- -------------------------------------------------------------------------------
MAJOR EMPLOYERS IN SAN DIEGO COUNTY
- -------------------------------------------------------------------------------
                                                             NUMBER OF
 FIRM                                  PRODUCT               EMPLOYEES
- -------------------------------------------------------------------------------
 United States Government - Military   US Government          139,000
 United States Government - Civilian   US Government           47,000
 University of California, San Diego   Education               17,000
 County of San Diego                   Government              13,000
 San Diego Unified School District     Education               13,000
 City of San Diego                     Government              10,000
 Sharp Healthcare                      Healthcare               9,000
 General Dynamics                      Aerospace and Defense 
                                         Manufacturing          9,000
 Scripps Institute of Medicine         Research                 8,000
 State of California                   Government               7,000
 Rohr Industries                       Aerospace Supplies       4,700
 Hughes Aircraft                       Manufacturing            4,000

                     Source: San Diego Chamber of Commerce
- -------------------------------------------------------------------------------

    Traditionally, the major employers in San Diego have been government and
    defense-related industries; however, this fact belies the true drivers of
    San Diego's economy. The technology, telecommunication, and biomedical
    industries have steadily gained in prominence and have emerged as the
    sectors which will lead San Diego through the next century. According to
    the San Diego Economic Development Corp., the area has the third highest
    concentration of telecommunication companies in the world, the fourth

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                    highest concentration of biotechnology companies in the
                    world, and more than 350 computer software development
                    companies. Although none of these industries are
                    represented in the preceding list of major employers, these
                    smaller, high growth companies created 15,000 to 18,000 new
                    jobs in San Diego County in 1996.

UNEMPLOYMENT        The following table presents historical average unemployment
STATISTICS          rates for the San Diego MSA, the state of California, and 
                    the nation, from 1985 to projected 1997.

                    -----------------------------------------------------------
                    UNEMPLOYMENT STATISTICS
                    -----------------------------------------------------------
                                     SAN DIEGO    STATE OF    UNITED
                           YEAR         MSA      CALIFORNIA   STATES
                    -----------------------------------------------------------
                           1985         5.3 %        7.2 %      7.2 %
                           1986         5.0          6.7        7.0
                           1987         4.5          5.8        6.2
                           1988         4.3          5.3        5.5
                           1989         3.9          4.9        5.3
                           1990         4.5          5.6        5.5
                           1991         6.3          7.5        5.7
                           1992         7.4          9.1        7.4
                           1993         6.8          9.2        6.8
                           1994         5.3          8.6        5.1
                           1995*        6.4          7.9        5.6
                           1996*        5.4          7.3        5.4
                      Projected 1997*   4.7          6.9        5.2

                    * methodology changed

                               Sources: San Diego Economic Bulletin,
                                        Bureau of Labor Statistics
                    -----------------------------------------------------------

                    Since dropping to 3.9% in 1989, San Diego's unemployment
                    rate nearly doubled over the following four years. However,
                    the unemployment rate in the San Diego area began falling
                    in 1994, and a significant decline is noted through 1997.
                    In 1995, the Bureau of Labor Statistics changed its
                    reporting methodology; nevertheless San Diego's
                    unemployment outlook has steadily improved.

CONVENTION CENTER   Vital to the analysis are trends in convention visitation
                    and tourism. The San Diego Convention Center opened in
                    November 1989. The first-class facility is located downtown
                    on the shore of the San Diego Bay, roughly 10 minutes from
                    San Diego International Airport. The facility is roughly

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                    942,000 square feet in size, including service and support
                    areas. The San Diego Convention Center has generated an
                    estimated $1.1 billion in economic benefits for San Diego,
                    according to the San Diego Metropolitan. At the time of its
                    opening, San Diego's center was the largest on the West
                    Coast; however, following expansions, convention centers in
                    San Francisco, Los Angeles, and Anaheim have surpassed San
                    Diego's center in terms of capacity. Additionally, with an
                    increase in convention activity, the current capacity of
                    the San Diego Convention Center is inadequate to
                    accommodate the "down times" between conventions for the
                    setup and break-down of exhibits and equipment.

                    The following table presents the number of groups, delegate
                    attendance, associated room nights, and expenditures
                    attributable to the convention center, as provided by the
                    San Diego Convention and Visitors Bureau.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
HISTORICAL CONVENTION ACTIVITY - SAN DIEGO CONVENTION CENTER
- -----------------------------------------------------------------------------------------------------------------
            NUMBER       PERCENTAGE      DELEGATE  PERCENTAGE     ROOM      PERCENTAGE                 PERCENTAGE
 YEAR      OF GROUPS       CHANGE       ATTENDANCE   CHANGE      NIGHTS       CHANGE     EXPENDITURES    CHANGE
- -----------------------------------------------------------------------------------------------------------------
<S>           <C>            <C>         <C>           <C>       <C>           <C>        <C>             <C>   
 1990         33             ---         183,600       ---       251,825        ---      $123,931,050      ---
 1991         36             9.1 %       196,930       7.3 %     248,970       (1.1)%     123,181,630     (0.6)%
 1992         39             8.3         317,500      61.2       416,983       67.5       184,575,546     49.8
 1993         52            33.3         236,600     (25.5)      333,727      (20.0)      160,112,046    (13.3)
 1994         48            (7.7)        232,600      (1.7)      455,000       36.3       210,435,456     31.4
 1995         49             2.1         330,510      42.1       507,942       11.6       243,669,716     15.8
 1996         52             6.1         285,812     (13.5)      521,506        2.7       247,375,380      1.5
                                                                                         
Avg. Ann. Comp. % Change     6.4 %                     4.0 %                   10.4 %                      9.2 %

YTD 5/96      22             ---         114,764       ---       160,296       ---        $83,324,565      ---
YTD 5/97      30            36.4 %       128,650      12.1 %     251,505       56.9 %     126,320,040     51.6 %
                                                                                       
                                Source: San Diego Convention & Visitors Bureau
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

                    The number of convention groups at the San Diego Convention
                    Center increased at an average annual rate of 6.4% between
                    1990 and 1996. Attendance increased at an average annual
                    compounded rate of 4.0% from 1990 to 1996. Room nights, the
                    vital indicator for the hotel industry, increased at an
                    average annual compounded rate of 10.4% from 1990 to 1996,
                    primarily due to the increases in 1992, 1994, and 1995. In
                    1996, the number of conventions held increased to 52, from
                    49 in the prior year. Although the number of delegates per
                    convention was lower than the prior year, the length of
                    stay was longer, resulting in the strongest convention

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                    year ever. Particularly noteworthy was the impact of the
                    Republican National Convention, which took place in San
                    Diego in August 1996. Year-to-date through May 1997, the
                    numbers of groups, delegates, room nights, and expenditures
                    are up considerably compared to the same period of the
                    previous year.

                    The following table presents the definite and tentative
                    room nights associated with the convention center, as of
                    April 7, 1997.

        ---------------------------------------------------------------
        CONVENTION BOOKINGS AND FORECASTS - SAN DIEGO CONVENTION CENTER
        ---------------------------------------------------------------
                                                    PERCENTAGE
               YEAR  TENTATIVE   DEFINITE  TOTAL      CHANGE
        ---------------------------------------------------------------
               1990      ---     251,825  251,825     ---
               1991      ---     248,970  248,970     (1.1)%
               1992      ---     415,983  415,983     67.1
               1993      ---     333,727  333,727    (19.8)
               1994      ---     455,281  455,281     36.4
               1995      ---     507,942  507,942     11.6
               1996      ---     521,506  521,506      2.7
               1997     8,575    501,745  510,320     (2.1)
               1998    22,875    604,968  627,843     23.0
               1999    84,928    469,360  554,288    (11.7)
               2000   143,950    500,183  644,133     16.2
               2001   139,345    394,069  533,414    (17.2)
               2002   234,084    495,475  729,559     36.8
               2003   193,502    356,724  550,226    (24.6)
               2004   310,534    190,640  501,174     (8.9)
               2005   196,165    116,839  313,004    (37.5)
               2006   330,184    208,725  538,909     72.2
             
                 Source: San Diego Convention & Visitors Bureau
        ---------------------------------------------------------------

                    The convention center statistics presented in the addenda
                    to this report illustrate the effects of the San Diego
                    convention cycle. According to discussions with convention
                    center officials, as well as local hotel operators,
                    even-numbered years at the convention center are generally
                    stronger than odd-numbered years, as a result of convention
                    locations rotating through the West Coast. This dynamic is
                    most evident in the number of room nights associated with
                    conventions. The percentage change for the number of
                    delegates and the number of hotel room nights for each year
                    is generally stronger in the years 1992, 1994, 1996, and
                    projected 1998. The years 2000 and 2002 are forecasted to
                    be excellent years in terms of convention business. We note
                    that according to the research department at the

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                    convention and visitors bureau, the above statistics also
                    reflect a cancellation of 53 definite and tentative
                    conventions that were booked through the year 2003 and have
                    been lost because of the delay in the convention center
                    expansion.

                    The expansion of competitive facilities and the shortage of
                    space have prompted plans for the convention center's
                    expansion. The plan for the expanded center calls for
                    adding 276,000 square feet of exhibit space and 106,000
                    square feet of meeting/ballroom space. A study completed by
                    Price Waterhouse in September 1991 claimed that a doubling
                    of the existing 250,000 square feet of exhibit space could
                    result in a 60% increase in the number of delegates and a
                    60% increase in convention center revenues. The expansion
                    could increase the number of conventions to 76 annually,
                    and increase the number of room nights to an annual goal of
                    650,000. The economic impact was estimated at an additional
                    $920 million infused annually into the local economy once
                    the expansion was complete. The study also estimated that
                    the expansion would make San Diego a viable West Coast
                    destination for a 13% market share currently not being
                    served by the existing center. The expansion will allow for
                    continuous convention activity, as conventions can be held
                    in one wing while a prior convention is being dismantled or
                    a new one set up in another wing, offering more dates and
                    growth opportunities for existing clients. The Price
                    Waterhouse study concluded that without the expansion, the
                    San Diego Convention Center's market share may decline.

                    In April 1994, the city of San Diego and the San Diego
                    Unified Port District began planning for expansion of the
                    San Diego Convention Center. In June 1995, the Port
                    committed $4.5 million and the City Council approved a 1.5
                    cent increase in the Transient Occupancy Tax (TOT), with
                    one cent dedicated to the expansion. During 1995, the
                    preliminary plans were approved, with the final
                    Environmental Impact Report approved in November. In
                    January 1996, the California Coastal Commission approved
                    the center expansion plan and the San Diego City Council
                    approved the lease revenue financing package of $194
                    million. In March 1996, the Port approved its portion of the
                    financing and the project was well on its way to breaking
                    ground by April 1996 for completion by spring 1998.

                    However, in March 1996, Libertarian Party activists, led by
                    Richard Rider, filed a court challenge to the city's
                    lease-revenue financing method for expanding San Diego's
                    Jack Murphy Stadium. In May 1996, they also filed a lawsuit
                    against the city and the Joint Powers Authority over the
                    same

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                    financing method for the Convention Center's expansion. On
                    April 2, 1997, the California Supreme Court voted to review
                    the challenge, placing the expansion of the convention
                    center on indefinite hold. City officials believe that they
                    will ultimately prevail, arguing that the same method of
                    financing is utilized by numerous public agencies in
                    California, having implications beyond this project. The
                    Supreme Court has a window of up to 36 months to decide the
                    case, meaning that approval to begin the expansion could be
                    delayed as far as March 2000. Prior to the Supreme Court
                    vote, representatives from the Convention and Visitors
                    Bureau were confident of a completion of the expansion
                    project by November 1999. According to a recent San Diego
                    Union Tribune article, supporters of the convention center
                    expansion, led by the chamber of commerce, also failed to
                    get enough signed petitions in time to call for a ballot
                    measure in the November election on the matter.

                    An alternative financing strategy is reportedly being
                    considered in which the San Diego Unified Port District
                    will take over the $213-million expansion project
                    financing. Under such an arrangement, the city would then
                    lease the center for the amount of the port's bond
                    payments, estimated at $17 million for 30 years. According
                    to Tom Creamer of the Chamber of Commerce, the port had
                    built the original convention center and leased it to the
                    city. Our discussions with city officials, convention and
                    visitors bureau officials, developers, and hotel managers
                    indicate that the convention center expansion will be
                    delayed at least one year, but no more than two. The
                    Supreme Court is highly likely to rule against the
                    challenge by the Libertarian Party when the economic impact
                    to the city is considered. Therefore, assuming a two-year
                    development time frame for the convention center, we have
                    projected a 2000 opening date of the convention center
                    expansion.

                    Although the delay in the convention center expansion has
                    been somewhat detrimental in terms of cancellations in
                    bookings, it is not considered to have an extensive nor
                    significant impact on the local hotel market. As will be
                    demonstrated in the "Supply and Demand Analysis" section of
                    this report, with the current facility, the market has
                    enjoyed exceptional demand levels. The delay will have a
                    more direct impact on new supply entering the market. As
                    will be further discussed later, three major convention
                    hotel expansions along the waterfront (Hyatt, Marriott, and
                    Westin) were proposed in anticipation of the near doubling
                    of the convention center's size. Since the development of
                    these hotels is basically predicated upon the expansion of
                    the convention center, delays to the

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                    convention center expansion will likely translate to delays
                    in the development of these hotel projects.

AIRPORT TRAFFIC     Airport passenger counts are an important indicator of
                    transient visitation and lodging demand. Depending on the
                    type of airfield, a sizable percentage of arriving
                    passengers may need hotel accommodations. In addition,
                    airline crews can provide a substantial base of contract
                    demand within a given market. In the case of the subject
                    market area, many travelers and airline crews use local
                    hotel and motel accommodations. Trends in passenger counts
                    also reflect local business activity and the overall
                    economic health of an area.

                    The San Diego International Airport is located
                    approximately three miles west of the subject property. The
                    following table summarizes historical passenger activity
                    since 1990.

                    -----------------------------------------------------------
                    PASSENGER ACTIVITY - SAN DIEGO INTERNATIONAL AIRPORT
                    -----------------------------------------------------------
                                                   AIRPORT           PERCENT
                         YEAR                      ARRIVALS          CHANGE
                    -----------------------------------------------------------
                         1990                      5,597,347         ---
                         1991                      5,672,420         1.3%
                         1992                      5,952,555         4.9
                         1993                      5,978,078         0.4
                         1994                      6,457,742         8.0
                         1995                      6,598,278         2.2
                         1996                      6,859,472         4.0

                        Average Annual Compounded
                        Percent Change: 1990-96                      3.4%

                        YTD 5/96                   2,649,838         ---
                        YTD 5/97                   2,827,377         6.7%
                                            
                            Source: San Diego International Airport; FAA 
                                          Terminal Forecasts
                    -----------------------------------------------------------

                    Since 1990, San Diego International Airport has experienced
                    an average annual compounded increase in passenger activity
                    of 3.4%. The 4.9% growth in 1992 reflects the effect of
                    America's Cup participants and spectators coming to San
                    Diego. Strong growth of 8.0% was evidenced in 1994, due to
                    the recovering Southland economy. Year-to-date through May
                    1997, passenger arrivals are up by 6.7% compared to the
                    prior period. Activity at the airport is projected to
                    continue to grow in the near future. Currently, operations
                    at Lindbergh Field are conducted only between 6:30

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                    a.m. and 10:30 p.m. due to aircraft noise restrictions.
                    Additionally, the airport's current runway configuration is
                    insufficient to handle the forecasted aviation operations
                    of the next decade. The San Diego Association of
                    Governments has studied options for the relocation of San
                    Diego's airport, and the issue has been partially resolved
                    with the expansion of a new terminal and eight new gates by
                    December 1997, and a further eight gates by 1999. According
                    to airport officials, this expansion will allow for 3.5% to
                    4.0% average annual growth through 2000.

OFFICE SPACE        Trends in occupied office space are among the most reliable
STATISTICS          indicators of commercial lodging demand; firms that occupy
                    office space often exhibit a strong propensity to attract
                    commercial visitors. Although it is difficult to quantify
                    hotel demand based on the amount of occupied office space,
                    trends that cause changes in the amount of occupied office
                    space or office space vacancy rates may have a proportional
                    impact on commercial lodging demand, and a less direct
                    effect on group meeting demand. Office space statistics for
                    downtown San Diego are summarized in the following table.

                    -----------------------------------------------------------
                    DOWNTOWN SAN DIEGO OFFICE MARKET STATISTICS
                    -----------------------------------------------------------
                              SQUARE FEET 
                          ------------------- VACANCY  SQUARE FEET OF EFFECTIVE
                     YEAR RENTABLE  AVAILABLE   RATE   NET ABSORPTION   RENT
                    -----------------------------------------------------------
                     1994 9,152,000 2,274,000   24.8%     (299,000)    $1.17
                     1995 9,171,000 1,865,000   20.3       326,000      1.14
                     1996 9,155,000 1,762,000   19.2       153,000      1.30
                                                                      
                                        Source: Grubb & Ellis
                    -----------------------------------------------------------

                    Due to the negative effects of the national economic
                    recession, as well as a general lack of corporate tenants,
                    the downtown San Diego office market has historically had
                    high vacancy rates. A majority of downtown San Diego's
                    office space is inhabited by legal firms and government
                    entities. Typically these types of firms do not produce
                    large amounts of commercial lodging demand. During the
                    early 1990s, the S&L debacle, a large-scale consolidation
                    among law firms, and layoffs or slower hiring for the
                    business and professional firms that occupy downtown space
                    resulted in a very weak office environment. But the
                    restructuring of the banking and financial services
                    industry has largely run its course, and the local economy
                    is steadily improving. This led to moderate absorption in
                    1995 and 1996, with an even stronger performance projected
                    for 1997, of between 250,000 and 300,000 square feet,
                    according to Grubb & Ellis. While the downtown area has
                    witnessed high vacancy rates historically, the improved
                    economic conditions in 1996 caused a decrease in vacancy
                    rates from 24.8% in 1994, to

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                    20.3% in 1995, to 19.2% in 1996. Downtown rents should
                    remain flat at $1.30 per square foot during 1997, but may
                    begin a modest upturn in late 1998.

                    Although the subject property is somewhat removed from the
                    downtown area, the office space statistics for the central
                    business district indicate the overall health of the area.
                    As the downtown office market continues to improve, new
                    attractions and activities will be developed in the area
                    which will in turn stimulate increased group meeting and
                    leisure demand.

TOURIST             The tourism industry within the San Diego region is
ATTRACTIONS         outranked only by the manufacturing and government sectors
                    in terms of revenue contributed to the area's economy.
                    Visitor spending in San Diego totaled over $3.6 billion in
                    1994, $3.8 billion in 1995, and $4.0 billion in 1996, a
                    6.6% increase from the prior year. 

                    The San Diego area has a well-developed base of tourist
                    attractions. San Diego's Old Town State Park is the most
                    frequented attraction in the region. Sea World and the San
                    Diego Zoo are easily accessed via highway travel. Other
                    tourist attractions in the San Diego area include the San
                    Diego Wild Animal Park, the Scripps Aquarium/Museum, and
                    the Cabrillo National Monument.

                    In addition to those facilities mentioned above, San Diego
                    offers museums specializing in topics ranging from
                    aerospace to history to oceanography. Art galleries,
                    shopping facilities, and restaurants abound and are located
                    throughout the region. Theaters, comedy clubs, dinner
                    cruises, bicycle and boat rentals, and beaches also help to
                    make the San Diego region attractive to tourists.
                    Additionally, golf, tennis, horseback riding, bicycling,
                    and skating facilities are available to tourists.

                    Sports facilities in San Diego include the San Diego Jack
                    Murphy Stadium and the San Diego Sports Arena. Professional
                    athletic teams in the city include baseball's Padres,
                    football's Chargers, indoor soccer's Sockers, and roller
                    hockey's Barracudas. The United States' first warm-weather,
                    multi-sport, Olympic training complex recently opened in
                    the San Diego area. The 154-acre training site is situated
                    along the Western Shore of Lower Otay Reservoir in Chula
                    Vista, approximately 20 miles south of downtown San Diego.
                    The complex includes 1.5 million square feet of outdoor
                    playing fields, as well as 250,000 square feet of
                    dormitories, dining halls, storage rooms, and gymnasiums.
                    Funding for the training center was

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                    secured though private sources. The complex is expected to
                    attract additional leisure visitation to the San Diego
                    region.

                    The leisure visitor market is getting a boost in 1997 from
                    several new attractions. Notable draws include the pandas
                    at the San Diego Zoo, a 25th anniversary expansion at the
                    Wild Animal Park, a Jurassic Park dinosaur exhibit at the
                    National History Museum in Balboa Park, and the $40-million
                    Wild Arctic exhibit opening at Sea World in June. San Diego
                    recently hosted the ESPN's televised Extreme Games.
                    Furthermore, in late January, 1998, San Diego will host
                    Super Bowl XXXII.

                    The following table illustrates recent trends in San
                    Diego's visitor industry, as measured by both expenditure
                    level and number of travelers.

- --------------------------------------------------------------------------------
SAN DIEGO VISITATION STATISTICS
- --------------------------------------------------------------------------------
            NUMBER OF         PERCENT TOTAL VISITOR  PERCENT EXPENDITURE PERCENT
  YEAR    VISITORS (000)       CHANGE SPENDING (000) CHANGE  PER VISITOR  CHANGE
- --------------------------------------------------------------------------------
  1990        12,544            ---    $3,092,600      ---     $246.54     ---
  1991        12,765            1.8%    3,280,000      6.1 %    256.95     4.2 %
  1992        13,030            2.1     3,510,500      7.0      269.42     4.9
  1993        12,867           (1.3)    3,451,000     (1.7)     268.21    (0.4)
  1994        13,394            4.1     3,636,000      5.4      271.46     1.2
  1995        13,692            2.2     3,797,100      4.4      277.32     2.2
  1996        13,982            2.1     4,048,600      6.6      289.56     4.4
                                                     
Average Annual Compounded
Percentage Change 1990 to 1996: 1.8 %                  4.6                 2.7

YTD 5/96       5,319            ---    $1,502,026      ---     $282.39     ---
YTD 5/97       5,489            3.2 %   1,631,200      8.6 %    297.18     5.2 %
                                                                                
                 Source: San Diego Convention & Visitors Bureau
- --------------------------------------------------------------------------------

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                    -----------------------------------------------------------
                    SAN DIEGO ATTRACTION ATTENDANCE
                    -----------------------------------------------------------
                               ATTRACTION     PERCENT   ART/MUSEUM      PERCENT
                        YEAR   ATTENDANCE(1)   CHANGE  ATTENDANCE(2)     CHANGE
                    -----------------------------------------------------------
                        1990   16,609,436       ---      2,334,735        ---
                        1991   16,496,481      (0.7)%    2,093,193      (10.3)%
                        1992   17,136,529       3.9      2,163,717        3.4
                        1993   16,583,665      (3.2)     2,109,998       (2.5)
                        1994   16,890,862       1.9      1,887,621      (10.5)
                        1995   17,832,351       5.6      1,778,713       (5.8)
                        1996   18,781,537       5.3      2,002,551       12.6
  
                    Average annual compounded
                    % change from 1990 - 1996:  2.1 %                    (2.5)%

                    YTD 5/96    6,426,459       ---        885,702        ---
                    YTD 5/97    6,644,959       3.4 %      763,475      (13.8)%

                    (1) Total Attendance figures from six San Diego attractions
                    - Sea World, San Diego Zoo, Wild Animal Park, Old Town
                    State Park, Cabrillo National Monument, and Mission Bay
                    Center

                    (2) Total attendance figures from eight cultural
                    institutions - Aerospace Museum, San Diego Museum of
                    Contemporary Art, Maritime Museum, Natural History Museum,
                    San Diego Museum of Art, Reuben H. Fleet Space Theater,
                    Serra Museum, and Stephen Birch Aquarium

                          Source: San Diego Convention & Visitors Bureau
                    -----------------------------------------------------------


NEIGHBORHOOD        The neighborhood surrounding a lodging facility often has
ANALYSIS            an impact on a hotel's status, image, class, style of
                    operation, and sometimes its ability to attract and
                    properly serve a particular market segment. The subject
                    property's neighborhood can affect its occupancy, average
                    rate, food and beverage revenues, and overall
                    profitability.

                    The subject property is located on Coronado Island,
                    adjacent to the downtown area of the city of Coronado. The
                    island is approximately 7.7 square miles in size, of which
                    3.0 square miles are occupied by the Naval Air Station
                    North Island and the Naval Amphibious Base. Coronado is
                    primarily a bedroom community for executives working in San
                    Diego, a retirement community for retired senior military
                    officers, the workplace for personnel stationed at the
                    military bases, and a tourist destination. 

                    As was discussed in the "Description of the Land" section
                    of this report, the subject property is located in an area
                    that is easily accessible from both downtown Coronado and
                    San Diego. The area is well developed with various retail
                    shops, restaurants, and facilities that support the subject

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                    property. In addition, a large condominium complex is
                    located at the subject site's southern border.

                    The subject property's location along the Pacific Ocean
                    enhances the resort orientation of the facility. The
                    property's location affords guests a view of the water from
                    roughly half of its guestrooms. In addition, the subject
                    property has access to a beach along its western border.
                    The location of this beach and the subject's direct access
                    to it heightens the feeling of exclusivity the resort
                    enjoys.

                    The subject property's feeling of an exclusive location, in
                    addition to its proximity to commercial developments,
                    enhances the resort's attractiveness to both leisure
                    travelers and group meeting attendees.

PROPOSED GOLF       According to the subject property's management and
COURSE              representatives from the City of Coronado Planning
                    Department, in late 1995 the city proposed developing a
                    160- to 175-acre world-class 18-hole golf course on Navy
                    land, approximately seven miles south of the subject
                    property in the area currently used as a U.S. Naval
                    Communication Station on Imperial Beach. This course would
                    be a municipal course that would be a long-term lease from
                    the Navy. The proposed golf course site is planned on a
                    site currently used as a two-mile-long, 300-foot-wide
                    oceanside wildlife preserve for indigenous species, to
                    provide a balance for other Navy property that is being
                    contaminated. The city earmarked $11 million or more for
                    the new Ocean Strand Links, which is to be designed by a
                    local architect. The city had hoped to break ground in 1996
                    and complete the course in 1997. However, in 1996, the Navy
                    was reluctant to proceed with the development and the
                    project has stalled for an indefinite period, according to
                    city of Coronado planners. 

                    Currently, only one course is located on the island, the
                    Municipal Golf Course, just south of the subject property.
                    Because of its location on Coronado Island, and since it is
                    a public course, it is currently being overplayed, with
                    more than 100,000 rounds per year, and is perceived to be
                    average in overall quality. The subject property has an
                    advantage over other competitors located on the island as
                    it is the closest property to the course. If the proposed
                    course is developed, a pro-rata portion of the tee-times
                    would be allocated among the various hotels, thus
                    minimizing the subject's advantage.

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CONCLUSION          Economic analysis of the subject property's region alludes
                    to a favorable hotel market environment in the foreseeable
                    future. As will be detailed in the subsequent sections of
                    this report, hotel demand, as well as average rates, are
                    surging. In addition, the anticipated eventual expansion of
                    the San Diego Convention Center should add to the base of
                    hotel demand in the market. Other area data also bode well
                    for the subject's market. Tourism, a large sector of the
                    area's economy, is growing at a favorable rate, reflected
                    by visitation statistics and passenger activity at the
                    area's major airport. While downtown office space
                    statistics do not show a favorable trend for the subject's
                    area, the area's tenants have not historically been a
                    strong source of demand. The statewide and regional
                    economic recovery should also contribute to improved hotel
                    market conditions within the downtown San Diego market.
                    Overall, the subject's market area appears poised for
                    further growth. 

                    The "Supply and Demand Analysis" section of this report
                    will relate the historical and projected growth trends
                    reviewed herein to specific market segments based on their
                    propensity to reflect changes in lodging demand. This
                    analysis will provide a basis for forecasting changes in
                    room night demand in the subject property's market area.

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8. MARKET FOR TRANSIENT ACCOMMODATIONS

                    The market for transient accommodations is an
                    all-encompassing term referring to the many types of
                    travelers who utilize the lodging facilities in a given
                    market area. The total of all these travelers over a
                    specific period of time represents the market's
                    accommodated room night demand. This section will start
                    with an analysis of historical demand trends to determine
                    how the local hotel room night demand has changed over
                    time. The current hotel room night demand will then be
                    subdivided into individual market segments so it can be
                    forecasted into the future utilizing growth rates derived
                    from the relevant economic and demographic data set forth
                    in the previous section.

HISTORICAL SUPPLY   Historical supply and demand data compiled by Smith Travel 
AND DEMAND DATA     Research (STR) were obtained for the subject's lodging 
                    market. This includes properties on Coronado Island,
                    Downtown San Diego, and outlying areas of San Diego. STR is
                    an independent research firm which compiles data on the
                    lodging industry. We find that Smith Travel Research data
                    are generally relied upon by typical hotel buyers. This
                    information was available since 1991 and is presented in
                    the following table.

<PAGE>
HVS International, San Francisco, California               Market for Transient
                                                           Accommodations 49
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]


- ------------------------------------------------------------------------
SAN DIEGO LODGING MARKET TRENDS
- ------------------------------------------------------------------------
                                             % CHANGE FROM PREVIOUS YEAR
                                             ---------------------------
                      %      AVERAGE     %                       ROOM
  YEAR   OCCUPANCY CHANGE      RATE   CHANGE   SUPPLY  DEMAND    SALES
- ------------------------------------------------------------------------
                                                                
  1991      69.7%    ---     $138.22    ---      ---     ---       ---
  1992      68.4    (1.9)%    131.53   (4.8)%    9.9    12.2%     10.1 %
  1993      68.0    (0.6)     130.09   (1.1)    17.8    17.2      15.9
  1994      72.6     6.8      133.27    2.4      0.0     6.6       9.3
  1995      73.1     0.7      141.60    6.3      0.0     0.8       7.0
  1996      76.7     4.9      151.63    7.1      0.0     5.0      12.4

YTD 9/96    78.2%    ---     $152.10    ---      ---     ---    
YTD 9/97    82.0     4.9 %    162.62    6.9 %    0.0%    4.8%     12.1 %
                                                                
                         Source: Smith Travel Research
- ------------------------------------------------------------------------

                    In reviewing the data compiled by STR, it is important to
                    note some of the inherent limitations. We have found that
                    since hotels are occasionally dropped in and out of the
                    sample and since not every property reports data in a
                    totally consistent and timely manner, the overall quality
                    of this information may be affected. These variables can
                    sometimes skew the data for a particular market. However,
                    we find that STR data are generally relied upon by typical
                    hotel buyers, and these data will therefore be considered
                    in this study.

                    Areawide supply increased due to the opening of the
                    875-unit Hyatt Regency in 1994. Areawide occupancy levels
                    rebounded in 1994, following decreased demand in 1993 due
                    to the effects of the national economic recession and the
                    Persian Gulf War. In 1994, demand increased with the
                    regional economic recovery; since then, demand has
                    continued to increase while supply has remained flat,
                    resulting in a regaining of market equilibrium and
                    increasing occupancy and average rate levels. Areawide
                    occupancy has improved from 68.0% in 1993 to 76.7% in 1996.
                    Equally important, areawide average rate increased from
                    $130.09 in 1993 to $151.63 in 1996, an average annual
                    increase of 5.2%. Year-to-date through September 1997,
                    areawide occupancy and average rate levels continue to
                    improve, a positive indicator for the regional lodging
                    market.

DEMAND ANALYSIS     For the purpose of demand analysis, the overall market is
USING MARKET        divided into individual segments based on the nature of 
SEGMENTATION        travel present in a given area. Although a market may have 
                    various segments, the three primary

<PAGE>

HVS International, San Francisco, California               Market for Transient
                                                           Accommodations 50
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]


                    classifications occurring in most areas are commercial,
                    group meeting, and leisure.

                    Market segmentation is a useful procedure because
                    individual classifications often exhibit unique
                    characteristics in terms of growth potential, seasonality
                    of demand, average length of stay, double occupancy,
                    facility requirements, price sensitivity, and so forth. By
                    quantifying the room night demand by market segment and
                    analyzing the characteristics of each segment, the future
                    demand for transient accommodations can be projected.
                    Demand for transient accommodations in the subject market
                    area is generated primarily by the following three market
                    segments.

                                   Segment 1    Group Meeting
                                   Segment 2    Commercial
                                   Segment 3    Leisure

                    Based on our fieldwork, area analysis, and knowledge of the
                    local lodging market, we have estimated the 1996
                    distribution of accommodated hotel room night demand for
                    the market as a whole and for the subject property. The
                    1996 accommodated room night demand is estimated to have
                    been captured by the 3,494 rooms of the subject property
                    and its primary and weighted secondary competitors.

- -------------------------------------------------------------------------------
ACCOMMODATED ROOM NIGHT DEMAND
- -------------------------------------------------------------------------------
                  ANNUAL ROOM                 ANNUAL ROOM
                 NIGHT DEMAND  PERCENTAGE OF  NIGHT DEMAND  PERCENTAGE OF
MARKET SEGMENT      MARKET         TOTAL         SUBJECT        TOTAL
- -------------------------------------------------------------------------------
Group Meeting       597,027        62.4         133,984          63.0
Commercial          111,711        11.7               0           0.0
Leisure             248,038        25.9          78,689          37.0
                    -------       -----         -------         ----- 
Total               956,776       100.0%        212,672         100.0%
- -------------------------------------------------------------------------------
                                                                
                    Group meeting demand dominates the local market, at
                    approximately 62% of the 1996 room night demand. The
                    remaining two segments account for between 11.7% and 25.9%
                    of total demand, each playing an important role in the
                    overall demand picture. With roughly 73,000 square feet of
                    meeting space, the subject property is aligned toward the
                    group meeting segment. Additionally, the subject property,
                    like most of the primarily competitive resort properties,
                    accommodates the leisure component of demand.

<PAGE>

HVS International, San Francisco, California               Market for Transient
                                                           Accommodations 51
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]



                    According to property management, the subject property does
                    not accommodate commercial demand outside of some corporate
                    groups. Information provided to the appraisers concerning
                    the subject property's historical accommodated room nights
                    did include some commercial segment demand; however,
                    property management indicated this demand was actually
                    misquoted group demand. As such, we have included this
                    demand within the group category.

                    Using the distribution of accommodated hotel demand as a
                    starting point, we will analyze the characteristics of each
                    market segment in an effort to determine future trends in
                    room night demand.

DEMAND TREND        Based on our market research, we have estimated the trends 
ANALYSIS            in market demand, supply, and average rate for year-end 
                    1995 and 1996 and year to date 1997. The following chart
                    sets forth the trends for the subject market area; the data
                    pertain specifically to those hotels described in the
                    "Competition" section of this report.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
HISTORICAL MARKET TRENDS
- -----------------------------------------------------------------------------------------------------
               ACCOMMODATED  PERCENT ROOM NIGHTS  PERCENT  MARKET   MARKET   PERCENT  MARKET  PERCENT
     YEAR       ROOM NIGHTS   CHANGE  AVAILABLE    CHANGE OCCUPANCY   ADR     CHANGE   REVPAR  CHANGE
- -----------------------------------------------------------------------------------------------------
<S>            <C>           <C>   <C>            <C>    <C>     <C>        <C>     <C>      <C> 
     1995       913,086       ---   1,275,383      ---    71.6%  $145.37     ---    $104.08    ---
     1996       957,087       4.8%  1,275,383      0.0%   75.0    155.98     7.3%    117.05   12.5%
   Proj. 1997   989,272       3.4   1,275,383      0.0    77.6    166.19     6.5     128.91   10.1

     Average Annual Compounded
     Percent Change 1995-97     4.1%               0.0%                      6.9%             11.3%

                                  Source: HVS International
- -----------------------------------------------------------------------------------------------------
</TABLE>

                    As will be further reviewed in the "Competition" section of
                    this report, the subject market area's effective supply has
                    essentially remained unchanged through 1996. In August
                    1997, the 100% competitive 331-unit Four Seasons Aviara
                    opened. As such, the subject's competitive supply will
                    increase through 1997 and 1998. Because of the stable room
                    inventory and increasing demand, marketwide occupancy
                    results have steadily improved from 71.6% in 1995 to 77.6%
                    in projected 1997. At the same time, a 6.9% average annual
                    increase in marketwide average rate was recorded, resulting
                    in an overall average annual RevPAR increase of 11.3%.
                    Based on discussions with local hotel operators and
                    analyses by local economists, continued improvement in the
                    local economy is foreseen with the strong

<PAGE>

HVS International, San Francisco, California               Market for Transient
                                                           Accommodations 52
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]


                    rates of growth in the high technology areas of northern
                    San Diego County, expansion of the military's presence in
                    the area, growth in tourism draws, and slow but steady
                    strengthening of the downtown office market. As a result,
                    strong improvement in both demand and pricing is
                    anticipated over the short and long terms.

                    In order to forecast demand growth rates for the subject
                    market area, by segment, we have reviewed the economic and
                    demographic statistics presented in the "Market Area and
                    Neighborhood Analysis" section of this report.

GROUP MEETING       The group meeting market includes meetings, seminars, 
SEGMENT             trade association shows, and similar gatherings of 10 or
                    more people. Corporate group meeting demand typically peaks
                    in the spring and fall, whereas association demand peaks
                    during the summer. The average length of stay for typical
                    meetings and conventions ranges from three to five days.
                    Most commercial groups meet during the weekday period of
                    Monday through Thursday, but associations and social groups
                    will sometimes gather on weekends. Commercial groups tend
                    to have a low double occupancy of 1.3 to 1.5 people per
                    room, while associations are likely to have double
                    occupancy rates ranging from 1.5 to 1.9. 

                    Group meeting patronage is generally quite profitable for
                    hotels and motels. Although room rates are discounted for
                    large groups, the hotel benefits from the use of meeting
                    space and revenues generated by in-house banquets and
                    cocktail receptions. Facilities that are necessary to
                    attract meetings and conventions include function areas
                    with adequate space for breakout, meals, and receptions;
                    recreational amenities; and a sufficient number of
                    guestrooms to house the attendees.

                    Hotels affiliated with large chains have an advantage in
                    attracting group meeting demand owing to the chain's
                    centralized marketing organization. Also, civic convention
                    centers can be significant demand generators for lodging
                    facilities and food and beverage establishments, and
                    enhance an area's overall economy.

                    Group meeting demand in the subject market is primarily
                    generated by corporate and incentive travel. Incentive
                    travel emanates primarily from sales on a property level
                    directed toward incentive houses, which sell room nights to
                    corporations, or toward the travel and meeting planners of
                    individual corporations. This component of group meeting
                    demand is desirable to lodging facilities as it often
                    exhibits a lower degree of rate

<PAGE>

HVS International, San Francisco, California               Market for Transient
                                                           Accommodations 53
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]



                    sensitivity than other segments of visitation. Moreover,
                    such demand is often entirely subsidized by the
                    corporations involved, and consequently, the frequency of
                    corporate and incentive demand exhibits a lag period in
                    response to changes in external factors, such as the
                    economy or the cost of air travel. Such lag periods tend to
                    minimize the overall volatility of the market.

                    As mentioned previously, the expansion of the San Diego
                    Convention center has been postponed pending a review by
                    the Supreme Court of California. Our discussions with city
                    officials, convention and visitors bureau officials,
                    developers, and hotel managers indicate that the convention
                    center expansion will be delayed at least one year, but no
                    more than two. Therefore, assuming a two-year development
                    time frame for the convention center, we have used a 2000
                    opening date of the convention center expansion.

                    The subject property, with its extensive meeting space,
                    high-quality food and beverage outlets, varied recreational
                    facilities, and its historic charm and uniqueness is a
                    primary competitor for group meeting demand.

                    In forming our forecast of base group meeting demand
                    growth, we have considered certain historical and
                    forecasted rates of growth noted in the preceding section
                    of this report. Most notably, the number of room nights
                    generated by convention center bookings increased by 2.7%
                    in 1996 after increasing by 11.6% in 1995, and has
                    increased by a stunning 57% through year-to-date 1997;
                    airport passenger counts have increased by 6.7% through May
                    1997, after increasing 4.0% in 1996. Based on these
                    positive trends we have forecast group meeting demand
                    growth of 6.0% in 1997, 3.0% in 1998, with 1.0% annual
                    growth projected thereafter.

COMMERCIAL SEGMENT  The commercial segment consists of individual business
                    travelers visiting firms in the subject property's market.
                    Commercial demand is strongest Monday through Thursday
                    nights, declines significantly on Friday and Saturday, and
                    increases somewhat on Sunday. The typical length of stay
                    ranges from one to three days, and the rate of double
                    occupancy is a low 1.2 to 1.3 people per room. Commercial
                    demand is strongest during the fall and spring months, with
                    noticeable declines, during the winter and summer months.

                    Business travelers are usually not particularly rate
                    sensitive and tend to use a hotel's food and beverage
                    outlets. The commercial segment is a highly

<PAGE>

HVS International, San Francisco, California               Market for Transient
                                                           Accommodations 54
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]



                    desirable and lucrative market that provides a consistent
                    level of demand at relatively high room rates.

                    Commercial demand in the subject market area is represented
                    by two principal areas, legal and financial firms in San
                    Diego's central business district, and high technology
                    companies located around the La Jolla area in northern San
                    Diego county.

                    Commercial demand in the subject market area is closely
                    tied to total employment, employment in the FIRE sector,
                    office space occupancy, and total economic growth.
                    Projected growth per annum through 2000 in the FIRE sector
                    and overall employment equates to 2.0% and 1.9%,
                    respectively. According to the San Diego Economic Bulletin
                    San Diego's economy is projected to grow at a rate of 4.8%
                    in 1997. Based on these data, we have forecast commercial
                    demand to grow by 5.0% in 1997, 3.0% in 1998, and 1.0% per
                    year thereafter.

LEISURE SEGMENT     The leisure market segment consists of individuals and
                    families who are spending time in the area or passing
                    through en route to other destinations. Their travel
                    purposes may include sightseeing, recreation, visiting
                    friends and relatives, or numerous other non-business
                    activities. Leisure demand is strongest Friday and Saturday
                    nights and all week during holiday periods and the summer
                    months. These peak periods generally correlate negatively
                    with commercial visitation, underscoring the stabilizing
                    effect of capturing weekend and summer tourist travel. The
                    typical length of stay ranges from one to four days,
                    depending on the destination and travel purpose, and the
                    rate of double occupancy typically ranges from 1.8 to 2.5
                    people per room. 

                    Trends in leisure travel have shifted in recent years. The
                    increase in dual-income families has altered traditional
                    vacation spending. More money is now being spent for
                    shorter, but more frequent trips. Trips lasting three or
                    four days have become more prevalent. This is a favorable
                    trend for the subject property, which is a
                    two-and-a-half-hour drive from Los Angeles, the
                    second-largest city in the United States, and a
                    one-and-a-half-hour flight from the San Francisco Bay Area,
                    the fourth-largest metropolitan area in the country.
                    Additionally, recent fare wars between the regional
                    carriers, Southwest and Shuttle by United, have made travel
                    along the entire West Coast corridor affordable, and
                    electronic ticketless boarding has made travel more
                    convenient; frequent daily flights to San Diego are now
                    provided from all the major areas of the West Coast.

<PAGE>

HVS International, San Francisco, California               Market for Transient
                                                           Accommodations 55
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]



                    Although each of the primary competitors identified in the
                    subsequent section of this report is located in Southern
                    California, the subject property competes to a lesser
                    extent with other resort properties in Northern California
                    (Bay Area, Napa Valley, Monterey, and Carmel), the desert
                    communities of the Coachella Valley (Palm Springs), the
                    coastal areas of Florida (Boca Raton), and the
                    Phoenix/Scottsdale region in Arizona. Because of coastal
                    California's comfortable year-round climate, the subject
                    property draws leisure destination demand throughout the
                    year. Regional leisure demand from cold-weather portions of
                    the country peaks in the winter. In the desert regions of
                    Arizona and California's Coachella Valley (the Palm Springs
                    area), the extreme summer temperatures preclude midday
                    outdoor activity. In these regions, leisure demand
                    generally peaks during the spring and winter months.

                    According to the San Diego Convention and Visitors Bureau,
                    significant events scheduled to occur in the San Diego area
                    in the future include the National Football League's
                    Superbowl XXX in January 1998, and a LEGOLAND amusement
                    park scheduled to open in Carlsbad in the spring of 1999.

                    Due to the subject's oceanfront location, recreational
                    amenities, and its proximity to downtown Coronado, it
                    maintains a strong competitive position in the leisure
                    segment.

                    Our forecast of demand growth in the leisure segment is
                    based upon the general health of the feeder economies and
                    travel-related data specific to the region. Based on the
                    historical and projected rates of growth noted in the
                    preceding section, we have forecast leisure demand growth
                    of 6.0% in 1997, 3.0% in 1998, and 1.0% per year
                    thereafter.

LATENT DEMAND       The previous discussion details our projection of base
                    accommodated room night demand. Because this estimate is
                    based on achieved occupancies by the competitive hotels, it
                    includes only those hotel rooms that were used by guests.
                    Latent demand considers guests who could not be
                    accommodated by the existing competitive supply. With the
                    opening of new hotels in the subject market area, we
                    anticipate these new hotels to induce new lodging demand
                    into the subject market area.
          
                    INDUCED DEMAND

                    Induced demand represents additional room nights that are
                    likely to be attracted to the market following the
                    introduction of new supply or new

<PAGE>

HVS International, San Francisco, California               Market for Transient
                                                           Accommodations 56
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]



                    demand generators. We are of the opinion that the new
                    hotels will induce additional demand by their individual
                    marketing and sales efforts. In forecasting induced demand,
                    we have considered the overall expansion to the market
                    supply over the next few years. A total of 783 weighted
                    rooms will be added to the existing supply of 3,494 rooms
                    by 2001. Based on the number of new rooms entering the
                    market, the quality of the rooms, their location, brand
                    affiliation, and expected market orientation, we have
                    forecast induced demand for the subject property's market.

                    The following table details our induced demand estimate.

- -------------------------------------------------------------------------------
INDUCED DEMAND ESTIMATE
- -------------------------------------------------------------------------------
                 1997       1998        1999      2000       2001      2002
- -------------------------------------------------------------------------------
Phase-in:           18 %       42 %        42 %      68 %      100 %     100 %

Group Meeting   11,774     28,257      28,257    45,330     66,800    66,800
Leisure          4,124      9,898       9,898    15,879     23,400    23,400
                 -----      -----       -----    ------     ------    ------
 Total          15,898     38,155      38,155    61,209     90,200    90,200
- -------------------------------------------------------------------------------

                    As the increases in supply are forecast to occur over the
                    next few years, the total latent demand is phased in. The
                    latent demand projections for each forecast year are based
                    on the ratio of the build up of new rooms per year to the
                    total new supply.

                    Based on this procedure, we forecast the following average
                    annual compounded market segment growth rates. It should be
                    noted that the weighted growth rates also consider latent
                    demand.

                    -----------------------------------------------------------
                    FORECAST ANNUAL GROWTH RATES
                    -----------------------------------------------------------
                                          1997  1998  1999  2000  2001  2002
                    -----------------------------------------------------------
                    Group Meeting          6.0%  3.0%  1.0%  1.0%  1.0%  1.0%
                    Commercial             5.0   3.0   1.0   1.0   1.0   1.0
                    Leisure                6.0   3.0   1.0   1.0   1.0   1.0
                                           ---   ---   ---   ---   ---   ---
                    Weighted Growth Rate*  7.5   5.1   1.0   3.1   3.5   0.9
       
                    * Includes latent demand
                    -----------------------------------------------------------

<PAGE>

HVS International, San Francisco, California                     Competition 57
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]




- -------------------------------------------------------------------------------
9. COMPETITION

                                                                                
                                                                                
                    An integral component of the supply and demand relationship
                    that has a direct impact on the availability of lodging
                    demand is the current and anticipated supply of competitive
                    lodging facilities. To evaluate an area's competitive
                    environment, the following steps should be taken:

                    o Identify all area lodging facilities and determine which
                      are directly and indirectly competitive with the subject
                      property;

                    o Determine whether additional hotel rooms (net of
                      attrition) will enter the market in the foreseeable 
                      future;

                    o Quantify the number of existing and proposed hotel rooms
                      available in the market area; and

                    o Review the rate structure, occupancy levels, market
                      orientation, facilities, and amenities of each competitor.

COMPETITIVE MARKET  The subject property competes directly with the resort    
OVERVIEW            properties on Coronado and some of the full-service hotels 
                    and resorts in the San Diego-La Jolla area. The following
                    table describes the competitive supply, including estimated
                    operating results for 1995, 1996, and projected 1997. This
                    information was compiled through personal interviews and
                    inspections, as well as our in-house library of operating
                    data. In the following chart, 1996 and 1997 occupancy and
                    yield penetration factors are calculated for each hotel.
                    These penetration factors are calculated by dividing the
                    subject property's occupancy and RevPAR results by those of
                    the market. (RevPAR is the product of occupancy and average
                    rate and is therefore a measure of "yield.")

<PAGE>


[HVS INTERNATIONAL LOGO]


<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PRIMARILY COMPETITIVE LODGING FACILITIES
- -----------------------------------------------------------------------------------------------------------------------------------

                                                                        ESTIMATED 1996 MARKET SEGMENTATION    ESTIMATED 1995       
                                                                        -----------------------------------------------------------
                                   YEAR   NO. OF   MEETING   MFG. SPACE     GROUP                                 AVERAGE          
PROPERTY/LOCATION                 OPENED  ROOMS     SPACE      /ROOM       MEETING  COMMERCIAL LEISURE  OCCUPANY   RATE     REVPAR 
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>       <C>   <C>          <C>           <C>        <C>      <C>     <C>      <C>      <C>    
Hotel Del Coronado   
 1500 Orange Avenue                1888      692   73,000       105.5         63%        0%       37%     79.4%    $165.76  $131.61
Loews Coronado Bay Resort                                                                                                          
 4000 Coronado Bay Road            1991      438   25,041        57.2         70         0        30      68.0      135.00    91.80
Le Meridien                                                                                                                        
 2000 Second Street                1988      300   11,453        38.2         65         5        30      69.0      142.00    97.98
Sheraton Grande Torrey Pines                                                                                                     
 10950 N. Torrey Pines Road        1990      400   19,985        50.0         57        24        19      71.0      134.00    95.14
Hilton SD Beach and Tennis Resort                                                                                                  
 1775 E. Mission Bay Drive         1962      357   12,084        33.8         50        25        25      72.0      125.00    90.00
                                          ------   ------        ----         --        --        --      ----     -------  -------
                                                                                                                                   
SUBTOTAL/AVERAGE                           2,187                 56.9         61%        9%       30%     72.9%    $144.71  $105.56
                                                                                                                                   
SECONDARY COMPETITION                      1,307                              64%       17%       19%     69.3%    $146.54  $101.59
                                                                                                                                   
TOTAL/AVERAGE                              3,494                              62%       12%       26%     71.6%    $145.37  $104.08
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
PRIMARILY COMPETITIVE LODGING FACILITIES
- -----------------------------------------------------------------------------------------------------------------------

                                                      ESTIMATED 1996                               PROJECTED 1997
                                  -------------------------------------------------------------------------------------
                                               AVERAGE             OCCUPANCY      YIELD               AVERAGE
PROPERTY/LOCATION                  OCCUPANCY     RATE     REVPAR  PENETRATION  PENETRATION OCCUPANCY    RATE    REVPAR
- -----------------------------------------------------------------------------------------------------------------------
<S>                                  <C>       <C>        <C>         <C>          <C>        <C>     <C>       <C>    
Hotel Del Coronado   
 1500 Orange Avenue                  84.2%     $180.25    $151.77     112.2%       129.7%     87.0%   $195.00   $169.65
Loews Coronado Bay Resort                                                                             
 4000 Coronado Bay Road              72.0       143.00     102.96      95.9         88.0      71.0     154.00    109.34
Le Meridien                                                                                           
 2000 Second Street                  71.0       151.00     107.21      94.6         91.6      72.0     159.00    114.48
Sheraton Grande Torrey Pines                                                                           
 10950 N. Torrey Pines Road          68.0       148.00     100.64      90.6         86.0      70.0     163.00    114.10
Hilton SD Beach and Tennis Resort                                                                     
 1775 E. Mission Bay Drive           81.0       135.00     109.35     107.9         93.4      82.0     147.00    120.54
                                     ----      -------    -------     -----         ----      ----    -------    ------
                                                                                                      
SUBTOTAL/AVERAGE                     76.5%     $156.43    $119.61     101.9%       102.2%     77.8%   $169.42   $131.83
                                                                                                      
SECONDARY COMPETITION                72.7%     $155.19    $112.78      96.8%        96.3%     77.2%   $160.75   $124.03
                                                                                                      
TOTAL/AVERAGE                        75.0%     $155.98    $117.05     100.0%       100.0%     77.6%   $166.19   $128.91
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>



                                                            
<PAGE>




                          [SAN DIEGO COMPETITION MAP]




<PAGE>


[HVS INTERNATIONAL LOGO]


<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
SECONDARILY COMPETITIVE LODGING FACILITIES
- -----------------------------------------------------------------------------------------------------------------
                                                             ESTIMATED 1996
                                                           MARKET SEGMENTATION             ESTIMATED 1995        
                                                          ----------------------   ----------------------------  
                        ACTUAL RM PERCENTAGE    WEIGHTED   GROUP                              AVERAGE            
PROPERTY                  COUNT   COMPETITIVE  RM. COUNT  MEETING  COM'L LEISURE   OCCUPANCY    RATE     REVPAR  
- -----------------------------------------------------------------------------------------------------------------
<S>                      <C>       <C>          <C>       <C>    <C>    <C>        <C>     <C>       <C>         
Hyatt Regency San Diego     875       25%          219       77%    10%    13%        73.0%   $142.00   $103.66  
Marriott Hotel & Marina   1,355       25           339       75     15     10         76.0     140.00    106.40  
Hyatt Regency La Jolla      404       85           343       50     37     13         75.0     124.00     93.00  
La Costa Resort             478       85           406       60      0     40         57.0     182.00    103.74  
                          -----                  -----       --     --     --         ----    -------   -------  
Total/Average             3,112                  1,307       64%    17%    19%        69.3%   $146.54   $101.59  
- -----------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
SECONDARILY COMPETITIVE LODGING FACILITIES
- ---------------------------------------------------------------------------------------
                        
                                  ESTIMATED 1996                   PROJECTED 1997
                           ------------------------------  ----------------------------
                                      AVERAGE                         AVERAGE
PROPERTY                   OCCUPANCY    RATE       REVPAR  OCCUPANCY   RATE     REVPAR
- ---------------------------------------------------------------------------------------
<S>                        <C>      <C>         <C>        <C>      <C>      <C>    
Hyatt Regency San Diego       78.0%    $152.00     $118.56    80.0%    159.00   $127.10
Marriott Hotel & Marina       77.0      155.00      119.35    86.0     157.00    135.02
Hyatt Regency La Jolla        80.0      130.00      104.00    81.0     138.00    111.78
La Costa Resort               60.0      186.00      111.60    65.0     190.00    123.50
                              ----     -------     -------    ----    -------   -------  
TOTAL/AVERAGE                 72.7 %   $155.19     $112.78    77.2    $160.75   $124.03  
- ---------------------------------------------------------------------------------------
</TABLE>



<PAGE>

HVS International, San Francisco, California                     Competition 60
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]


                    Historically, the subject property has lead the market in
                    terms of both occupancy and average rate. The hotel's
                    occupancy rate is projected at 87.0% by year-end 1997,
                    compared to a marketwide occupancy rate of 77.6%.
                    Similarly, the subject property's average rate is projected
                    to be $195 in 1997 compared to the market's $166.19. The
                    subject property's higher occupancy level and average rate
                    are attributed to the hotel's location by the Pacific
                    Ocean, its proximity to area demand generators, its
                    historic structure, its uniqueness and charm, its
                    established international reputation, and its good-quality
                    guestroom and meeting space supply. It is also important to
                    note, the subject's occupancy and average rate have been
                    increasing markedly in recent years. This will be discussed
                    in greater detail later in this report.

                    Among the primary competitors, Le Meridien and the Loews
                    Coronado Bay Resort are the most directly comparable to the
                    subject property in terms of location and facilities.
                    However, these properties offer fewer guestrooms and
                    meeting facilities than the subject property. All three
                    properties are located on Coronado Island. The other
                    properties in the competitive supply represent both local
                    and distant competition, all located in Southern
                    California. In 1996, as mentioned, the subject property led
                    the market in terms of occupancy and yield penetration, as
                    it has consistently done historically.

                    Of the five primarily competitive properties, none have
                    in-house golf facilities on-site; however, the Hotel del
                    Coronado, Le Meridien and the Sheraton Grande Torrey Pines
                    have varying degrees of access to nearby or adjacent
                    facilities. In terms of meeting space, the subject
                    property's 105.5 square feet per room is greater than the
                    market average of 56.9 square feet per room.

                    The secondary competitors consist of full-service hotels
                    and resorts located in San Diego County which partially
                    compete with the subject property in the group meeting and
                    leisure segments of demand. The 404-unit Hyatt Regency La
                    Jolla is currently building a 6,400-square-foot
                    glass-enclosed pavilion for banquets and special events at
                    the rear of the hotel. Furthermore, all softgoods in the
                    guestrooms and on the hotel's Regency Club floor are being
                    replaced. The renovations and additions will total between
                    $4.5 to $5.0 million, according to management
                    representatives. The La Costa Resort completed a softgoods
                    renovation of its guestrooms in 1996. The Hyatt Regency and
                    the Marriott Hotel and Marina in downtown San Diego are
                    currently in varying stages of planning for major guestroom

<PAGE>

HVS International, San Francisco, California                     Competition 61
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]



                    additions to their hotels. These projects will be further
                    detailed under "Additions to Supply" in this section of the
                    report.

                    Each of the subject's direct competitors is reviewed on the
                    following pages.

<PAGE>

HVS International, San Francisco, California                     Competition 62
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[HVS INTERNATIONAL LOGO]

                      [PHOTO OF LOEWS CORONADO BAY RESORT]



LOEWS CORONADO      Location:        4000 Coronado Bay Road; Coronado, 
BAY RESORT                           California
                    Number of Rooms: 438

- -------------------------------------------------------------------------------
HISTORICAL OPERATING PERFORMANCE
- -------------------------------------------------------------------------------
                                              OCCUPANCY     YIELD
    YEAR     OCCUPANCY  AVERAGE RATE REVPAR  PENETRATION PENETRATION
- -------------------------------------------------------------------------------
    1995       68.0%      $135.00    $91.80      95.0%      88.2%
    1996       72.0        143.00    102.96      95.9       88.0
 Proj. 1997    71.0        154.00    109.34      91.5       84.8
- -------------------------------------------------------------------------------

                    The Loews Coronado Bay Resort is located roughly five miles
                    south of the subject property. The property opened in 1991
                    and is the newest hotel in the competitive supply.

<PAGE>

HVS International, San Francisco, California                     Competition 63
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[HVS INTERNATIONAL LOGO]



                    This property is located in a sparsely developed area
                    adjacent to the Naval Facilities of Coronado and a state
                    park. The subject has historically been hampered by its
                    removed location from downtown Coronado.

                    Meeting and banquet facilities at the property total
                    approximately 25,000 square feet, or roughly 57.2 square
                    feet per guestroom. Overall, the properties meeting and
                    banquet facilities, while smaller then the subject's, are
                    in good condition.

                    In addition to rooms and meeting space, the Loews offers
                    four restaurants; five tennis courts; a health club;
                    recreational rentals; and an outdoor pool and whirlpool.

<PAGE>


HVS International, San Francisco, California                     Competition 64
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]




                            [PHOTO OF LE MERIDIEN]



LE MERIDIEN         Location:        2000 Second Street; Coronado, 
                                     California 92118
                    Number of Rooms: 300

- -------------------------------------------------------------------------------
HISTORICAL OPERATING PERFORMANCE
- -------------------------------------------------------------------------------
                                               OCCUPANCY     YIELD
    YEAR     OCCUPANCY  AVERAGE RATE  REVPAR  PENETRATION PENETRATION
- -------------------------------------------------------------------------------
    1995       69.0%       $142.00    $97.98     96.4%       94.1%
    1996       71.0         151.00    107.21     94.6        91.6
 Proj. 1997    72.0         159.00    114.48     92.8        88.8
- -------------------------------------------------------------------------------

                    Le Meridien is located at the northeastern corner of
                    Coronado Island, approximately two miles east of the
                    subject property. The hotel is somewhat removed from the
                    downtown commercial area of the city of Coronado, but is
                    located immediately across the bay from downtown San Diego
                    and is the hotel most proximate to the San Diego-Coronado
                    Bay Bridge. The hotel was built in the late 1980s and
                    opened for operation in

<PAGE>

HVS International, San Francisco, California                     Competition 65
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]


                    1988. The main hotel building is a three-story structure
                    with a wood exterior. The guestrooms are located along
                    covered exterior corridors. The meeting and banquet space
                    and the restaurant space are situated within the main hotel
                    structure, while the tennis courts, pools, whirlpools, and
                    health club (as well as several guestroom villas) are
                    located throughout the 16-acre complex.

                    The hotel features a total of 11,453 square feet of meeting
                    and banquet space, or approximately 38 square feet per
                    guestroom. The hotel's main ballroom, measuring
                    approximately 7,455 square feet, is divisible into four
                    sections. The remainder of the meeting and banquet space is
                    located within several smaller meeting/breakout rooms.
                    Overall, the hotel's meeting and banquet facilities are
                    inferior to those of the subject property.

                    The property features three food and beverage outlets, a
                    boutique arcade, and a business center. Recreational
                    amenities at the hotel include six lighted outdoor tennis
                    courts, three outdoor swimming pools, two outdoor
                    whirlpools, a trail and bike path, and a full-service spa
                    and health club (Clarins Institut de Beaute). The hotel is
                    located adjacent to a 22-acre state park featuring a scenic
                    beach on the San Diego Bay. Like the Hotel Del Coronado, Le
                    Meridien is within a short walking distance of the Coronado
                    Municipal Golf Course.

                    An additional competitive advantage of the subject property
                    over Le Meridien is the exterior appearance and style of
                    construction. Le Meridien's wood facade and exterior
                    (although covered) corridors detract from its status as a
                    first-class resort.

                    In 1996, Le Meridien completed a $3,000-per-guestroom
                    softgoods renovation of its guestrooms that began in 1992.
                    According to management representatives, approximately 38
                    suites are planned for softgoods upgrades by year-end 1997
                    at a cost of $6,000 to $8,000 per unit. Other renovation
                    plans in 1997 include replacement of ballroom carpets and
                    exterior painting.

                    Le Meridien Hotel is reportedly for sale by the current
                    owners, Nippon Tolo Finance company. In addition, there
                    have been rumors that Marriott has expressed interest in
                    the property. No asking price can be confirmed at this
                    time.

<PAGE>

HVS International, San Francisco, California                     Competition 66
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]




                    [PHOTO OF SHERATON GRANDE TORREY PINES]




SHERATON GRANDE     Location:        10950 North Torrey Pines Road;
TORREY PINES                         La Jolla, California
                    Number of Rooms: 400

- -------------------------------------------------------------------------------
HISTORICAL OPERATING PERFORMANCE
- -------------------------------------------------------------------------------
                                              OCCUPANCY     YIELD
    YEAR     OCCUPANCY  AVERAGE RATE REVPAR  PENETRATION PENETRATION
- -------------------------------------------------------------------------------
    1995        71.0%     $134.00    $95.14      99.2%       91.4%
    1996        68.0       148.00    100.64      90.6        86.0
 Proj. 1997     70.0       163.00    114.10      90.2        88.5
- -------------------------------------------------------------------------------

                    Originally opened in 1990, the Sheraton Grande Torrey Pines
                    is located roughly 20 miles north of the subject property,
                    less than two miles off I-5. It is situated within the
                    community of La Jolla, in San Diego, and is designed as an
                    extension of the Palisades. The property features four
                    guestroom wings that stretch toward the Pacific Ocean and
                    is located on the 18th

<PAGE>

HVS International, San Francisco, California                     Competition 67
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]


                    fairway of the 36-hole championship Torrey Pines Municipal
                    Golf Course, adjacent to the Scripps Clinic and Research
                    Foundation.

                    Hotel facilities include four food and beverage outlets,
                    19,985 square feet of meeting space, three lighted tennis
                    courts, an outdoor heated pool, a spa offering various
                    services, an on-site business center, a fitness center,
                    croquet courts, a putting green, and a volleyball court.
                    Also, all guests are offered complimentary, personalized
                    butler service. The hotel is also adjacent to the Shiley
                    Sports and Health Center, one of the nation's premier
                    health and fitness facilities; guests are charged for use
                    of this facility.

                    The Sheraton's Torrey Pines location features a rugged
                    coastline, dense vegetation, and a cooler climate compared
                    to the inland areas of San Diego County. A drawback of the
                    location is that it is directly below the flight path of
                    U.S. Marine Corps aircraft from the nearby Miramar Naval
                    Air Station. The property does not contain its own golf
                    facilities; however, with 10 days notice, property
                    management will reserve tee times at the adjacent Torrey
                    Pines Municipal Golf Course, or at Carmel Mountain Ranch,
                    Carmel Highlands, East Lake, Carlton Oaks, Whispering
                    Palms, Aviara Golf Club, or Singing Hills. Nevertheless,
                    all tee times are subject to availability.

                    Since 1995, the hotel has completed capital expenditures
                    totaling approximately $12,000 per guestroom. Of this
                    amount, approximately $8,000 per room was allocated to a
                    guestroom softgoods renovation. As a result, the hotel's
                    guestrooms are currently in good or excellent condition,
                    and they are expected to remain competitive in the market.
                    Additionally, the property has received permits to
                    construct roughly 9,400 square feet of additional meeting
                    space. The project must be started before May 1998;
                    however, at the time of our fieldwork, the property owners
                    had not determined whether to proceed with the project.

                    The Sheraton Grande Torrey Pines captures roughly 60% of
                    its demand from the group meeting market and the remainder
                    from each of the leisure and commercial segments. Even
                    though the Sheraton enjoys the use of a world-class golf
                    course adjacent to the property and has a desirable
                    location among high-technology businesses, it does not
                    match the subject property's RevPAR.

<PAGE>

HVS International, San Francisco, California                     Competition 68
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[HVS INTERNATIONAL LOGO]


              [PHOTO OF HILTON SAN DIEGO BEACH AND TENNIS RESORT]



HILTON SAN DIEGO    Location:        1775 E. Mission Bay Drive
BEACH AND TENNIS    Number of Rooms: 357                      
RESORT             

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HISTORICAL OPERATING PERFORMANCE
- -------------------------------------------------------------------------------
                                              OCCUPANCY     YIELD
    YEAR     OCCUPANCY  AVERAGE RATE REVPAR  PENETRATION PENETRATION
- -------------------------------------------------------------------------------
    1995       72.0%      $125.00    $90.00     100.6%      86.5%
    1996       81.0        135.00    109.35     107.9       93.4
 Proj. 1997    82.0        147.00    120.54     105.7       93.5
- -------------------------------------------------------------------------------

                    Originally opened in 1962, the Hilton San Diego Beach and
                    Tennis Resort is located roughly 12 miles north of the
                    subject property, less than one-quarter mile off I-5. The
                    hotel is situated within Mission Bay in San Diego, a
                    three-square-mile water park with leisure and recreational
                    activities including several resort hotels, yacht clubs,
                    marinas, and family-oriented theme park attractions such as
                    Boardwalk, Belmont Park, and Sea World.

<PAGE>

HVS International, San Francisco, California                     Competition 69
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]



                    The 357-unit property features an eight-story guestroom
                    tower and several low-rise guestroom wings on its 18-acre
                    waterfront resort complex. Hotel facilities include four
                    food and beverage outlets, 12,084 square feet of meeting
                    space, lighted tennis courts, an outdoor heated pool, a spa
                    offering various services, a fitness center, Lady Hilton
                    yacht, Hilton Queen Dixieland-style Paddle Wheeler, and a
                    five-mile bicycle course.

                    In July 1995, the hotel completed an extensive $25-million
                    renovation. The project involved upgrading all interiors
                    and exteriors of guestrooms, meeting space, restaurants,
                    and lounges,

                    The Hilton captures roughly 50% of its demand from the
                    group meeting market and the remainder from each of the
                    leisure and commercial segments. As a result of its
                    successful renovation, the Hilton's occupancy and average
                    rates have steadily increased from 72% and $125 in 1995 to
                    82% and $147 projected for 1997.

<PAGE>


HVS International, San Francisco, California                     Competition 70
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]


CHANGES IN SUPPLY   In order to forecast marketwide occupancy, we have analyzed
                    potential changes in supply. In addition to analyzing the
                    existing competitive supply, it is important to define any
                    other hotel projects that may impact the subject property's
                    future operating results. Several new properties are in
                    various stages of the planning and development process in
                    the San Diego area as well as throughout the West Coast,
                    though only three additions would be considered worthy of
                    inclusion in the competitive set. 

                    FOUR SEASONS AVIARA RESORT

                    The long-awaited 331-unit Four Seasons Resort opened in
                    August 1997, approximately 35 miles north of the subject
                    property. Construction for the resort commenced in the late
                    1980s and stalled due to a partnership disagreement
                    involving Hillman Properties and a foreign investor. The
                    partially erected shell of the resort lay dormant for a
                    number of years until 1996, when construction resumed.

                    The resort is situated on a hilltop which commands a view
                    that encompasses much of the Arnold Palmer-designed
                    championship golf course as well as the Pacific coastline
                    beyond. The resort is part of a 1,000-acre, master-planned
                    community of residential, resort, and vacation ownership
                    properties.

                    The property consists of separate low-rise, low-density,
                    buildings designed to conform to the hillside so that the
                    lobby and reception area are entered on the third level.

                    The resort features 331 guestrooms, including 44 suites.
                    All guestrooms feature a private balcony, private bar, and
                    oversized marble bathrooms. Standard guestroom modules
                    measure 540 square feet in size, comparable to the subject
                    property's typical guestroom size of 525 square feet.

                    The resort features two fine dining rooms and two cocktail
                    lounges, a 29,000-square-foot conference center with a
                    12,000-square-foot grand ballroom, a spa and treatment
                    center, a fitness center, an outdoor swimming pool,
                    six-lighted tennis courts, the Aviara Golf Academy, and a
                    7,007-yard par-72 golf course.

                    It is estimated that the resort will accommodate a demand
                    mix of 60% group meeting and 40% leisure guests. Due to
                    the resort's market orientations and facilities, the Four
                    Season's Aviara Resort is considered to be directly
                    competitive with the subject property. However, as the only

<PAGE>

HVS International, San Francisco, California                     Competition 71
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[HVS INTERNATIONAL LOGO]


                    Four Seasons property in San Diego County, the resort is
                    anticipated to induce a large component of group meeting
                    and leisure demand to the hotel. The August 1997 opening of
                    this property has been assessed quantitatively in our
                    forecast for the subject property.

                    HYATT REGENCY ADDITION

                    Torrey Embarcadero Hotel, Ltd., which is an affiliate of
                    Manchester Resorts, Inc., and is the owner of the Hyatt
                    Regency, has received preliminary conceptual approval from
                    the Port District to construct an 800-unit tower on a
                    parcel of land currently improved with a parking lot,
                    located immediately west of the existing tower. In addition
                    to guestrooms, the expansion is anticipated to include a
                    30,000-square-foot exhibit hall and a 25,000-square-foot
                    ballroom, maintaining Hyatt's supremacy in having the
                    largest meeting space inventory in the San Diego area.
                    According to Port District officials, the planned opening
                    date of this project is late 1999 or early 2000. Although
                    no formal plans have been submitted, lease negotiations
                    with the Port District have already commenced. According to
                    Alan Randle, the general manager of the Hyatt Regency, the
                    project still requires California Coastal Commission
                    approval and an environmental impact report (EIR). No
                    financing is reportedly in place. Mr. Randle estimates that
                    the Hyatt Regency expansion will proceed irrespective of
                    the convention center expansion, given the strong market
                    demand levels. Mr. Randle estimates an opening date of
                    2000. Among the three proposed waterfront hotel projects
                    (the Hyatt expansion, the Marriott expansion, and the
                    Campbell Shipyards project), the Hyatt Regency expansion is
                    considered by all of the individuals we interviewed the
                    most likely to be developed. Considering the expansion
                    delay of the convention center and the current status of
                    the Hyatt Regency expansion project, we anticipate a
                    January 2001 opening of this addition, which we have
                    forecast to be 25% competitive with the subject property.

                    MARRIOTT HOTEL AND MARINA ADDITION

                    The Marriott Hotel and Marina has proposed building a
                    550-unit tower with a 40,000-square-foot ballroom, and
                    other meeting areas and shops. Although the Marriott has
                    received conceptual design approval from the Port District,
                    we anticipate that this is unlikely to occur within the
                    foreseeable future owing to a number of factors. One of the
                    owners of the Marriott Hotel and Marina also owns the
                    adjacent Hyatt Regency; according to Marriott management
                    representatives, government agents,

<PAGE>

HVS International, San Francisco, California                     Competition 72
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]


                    and other developers, the proposed expansion of the Hyatt
                    and the Campbell Shipyards project are at more advanced
                    stages than the Marriott expansion. Furthermore, hotel
                    development along the waterfront area has been intensely
                    competitive. It has been rumored that the Marriott project
                    was conceived to squeeze out other interested parties under
                    consideration by the Port District, such as Hilton.
                    Moreover, Marriott has not forecast the addition of this
                    hotel project in their own recent market studies, according
                    to conversations with Marriott development representatives.
                    Additionally, no formal plans for the Marriott site have
                    been submitted to the Port District. Reflecting these
                    considerations, we consider this project to be highly
                    speculative at this time and unlikely to occur within our
                    projection period.

                    Hilton Hotels Corporation's proposed 1,000-unit hotel, to
                    be located at the site of an abandoned police station near
                    the Seaport Village and the Hyatt Regency, was not approved
                    by the Unified Port District of San Diego; however,
                    according to Hilton representatives, they remain interested
                    in the area and are considering other options.

                    SAN DIEGO DOWNTOWN HOTEL PROJECTS

                    Other projects in San Diego's downtown area include a
                    proposed 253-unit compact full-service Courtyard by
                    Marriott or Hilton Garden Inn hotel at the intersection of
                    Fifth Avenue and Harbor Drive, just north of the existing
                    convention center. We anticipate a September 1, 1999
                    opening of this hotel. Additionally, the Denver,
                    Colorado-based Amstar Group is testing the feasibility of
                    converting an existing historical bank building (San Diego
                    Trust Building), located at the northwest corner of
                    Broadway and Sixth Street in downtown San Diego, into a
                    transient lodging facility. The hotel would be a mid-scale
                    lodging facility containing 225 rentable units, a
                    restaurant, a lounge, and little meeting space. According
                    to Amstar officials, the property will most likely be
                    flagged as a Courtyard by Marriott, as the strong brand
                    name tends to induce demand into markets. We anticipate
                    that this property will open by January 1999. Both the
                    Bridgeworks hotel project and the San Diego Trust Building
                    conversion are likely to come to fruition; however, due to
                    the proposed projects' facilities, pricing, and market
                    orientation, they are not considered to be competitive with
                    the subject property.

                    Lastly, developer Kipland Howard, president of Allegis
                    Development Services, Inc., has received preliminary
                    approval from the Port to construct

<PAGE>

HVS International, San Francisco, California                     Competition 73
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[HVS INTERNATIONAL LOGO]


                    a new 1,006-unit luxury hotel on the Campbell Industries
                    property next to the San Diego Convention Center, between
                    the San Diego Bay and Harbor Drive, proximate to Eighth
                    Street. The hotel will contain 50,000 square feet of
                    meeting space, about 14,000 square feet of retail space,
                    35,000 square feet for restaurant uses, a 300-slip marina,
                    and a public plaza at the end of Eighth Avenue. The
                    development of this project is predicated upon a number of
                    factors such as design approvals, environmental
                    remediation, and expansion of the convention center. As
                    such, we have included this property in our competitive
                    supply as of 2001, one year after the proposed convention
                    center expansion.

                    SAN DIEGO RESORT HOTEL PROJECTS

                    In San Diego County, a number of resort projects are in
                    varying stages of planning; however, no definitive project
                    has emerged. In the Carmel Valley area just east of Del Mar
                    and off I-5, approximately 20 miles north of the subject
                    property, a master-planned residential community
                    development is in the works. The $160- to $175- million
                    project, known as Bougainvillea, received approval from San
                    Diego County voters in December 1996. The development by
                    Westshaw Associates of Phoenix, located off Carmel Country
                    Road and State Route 56, calls for a 300-suite resort and
                    main hotel, an 18-hole championship golf course, a driving
                    range, a clubhouse, a restaurant, six tennis courts, a
                    swimming pool, and 134 single-family homes. The resort
                    component will be developed by Carefree Resorts, the luxury
                    resort division of Patriot American Hospitality. Further
                    inland in Spring Valley, approximately 12 miles east of the
                    subject property, a development project known as "The
                    Pointe" will feature a 200- to 300-unit resort as part of a
                    master-planned development with a golf course. In Chula
                    Vista, across the bay from Coronado Island, a masterplan
                    and environmental impact report (EER) is under review for
                    the Chula Vista Bayfront Resort Village, a
                    mixed-development project that envisions four hotels (2,000
                    rooms), a park, a lagoon, an amphitheater, 1,500
                    residential units, shops, and a cultural and sports center.
                    This project is a long-range development plan to be built
                    over a 15-year period.

                    OTHER RESORT HOTEL PROJECTS

                    On a broader scale, several resort projects are being
                    considered or are underway in several areas of the country.

<PAGE>

HVS International, San Francisco, California                     Competition 74
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[HVS INTERNATIONAL LOGO]


                    In nearby Aliso Viejo in southern Orange County, the AMHC
                    Corporation of Newport Beach owns roundly 226 acres, and is
                    negotiating with hotel operators to develop a joint-venture
                    project that would include a resort hotel and a golf
                    component.

                    In Huntington Beach, the Robert Mayer Corporation is
                    considering plans for a project known as the Waterfront.
                    The project calls for the addition of 250 rooms to the
                    existing Waterfront Hilton Beach Resort, the construction
                    of a 500-room luxury hotel, the building of an
                    80,000-square-foot oceanfront conference center, upscale
                    retail shops, and the development of a gate-guarded
                    residential community. Other less directly competitive
                    resort projects are in varying stages of development in the
                    Phoenix-Scottsdale area of Arizona, Northern California,
                    and Palm Springs. Although several resort and full-service
                    hotel projects are planned, many of these will face
                    difficult hurdles in the financing and development process.
                    As such, we have not included these properties in our
                    analysis.

                    Although further improvement in market conditions will
                    raise the risk of increased competition, as vacant land is
                    readily available for development, the appraisers'
                    forthcoming forecast of stabilized occupancy and average
                    rate is intended to reflect such a risk.

CONCLUSION          The subject property is considered to be primarily
                    competitive with four resorts and less directly with four
                    hotels and resorts in San Diego. This competitive market
                    has experienced improving occupancy levels and average rate
                    growth in recent years. Due to the strong market conditions
                    in the leisure and group meeting segments of demand and
                    anticipated eventual expansion of the San Diego Convention
                    Center, one new resort has recently opened and several new
                    hotels projects are proposed. Of the proposed additions to
                    supply, we have accounted for three new hotels in our
                    analysis. Improving market conditions for resorts
                    throughout the United States have also fueled resort
                    development in other competitive markets such as Northern
                    California, Palm Springs and Phoenix-Scottsdale. However,
                    even with the addition of the proposed supply, the subject
                    is expected to remain the market leader.

<PAGE>

HVS International, San Francisco, California              Occupancy and Average 
                                                          Rate Analysis 75
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]


- -------------------------------------------------------------------------------
10. OCCUPANCY AND AVERAGE RATE ANALYSIS


HISTORICAL          The following table sets forth the subject property's 
OPERATING           annual occupancy and average rate results since 1993. 
PERFORMANCE         

- -------------------------------------------------------------------------------
HISTORICAL ANNUAL OCCUPANCY AND AVERAGE RATE
- -------------------------------------------------------------------------------
             ROOM             PERCENT  AVERAGE  PERCENT   CALCULATED   PERCENT
   YEAR      COUNT OCCUPANCY  CHANGE   RATE     CHANGE  ROOMS REVENUE  CHANGE
- -------------------------------------------------------------------------------
   1993       692     74.1%    ---    $155.01    ---     $28,997,000     ---
   1994       692     77.0     4.0%    155.82    0.5%     30,302,000     4.5%
   1995       692     79.4     3.1     165.76    6.4      33,243,000     9.7
   1996       692     84.2     6.0     180.25    8.7      38,334,000    15.3
Proj. 1997    692     87.0     3.3     195.00    8.2      42,850,000    11.8

 YTD 8/96     692     84.5%    ---    $184.12    ---     $29,510,000     ---
 YTD 8/97     692     90.4     7.0%    194.57    5.7%     33,242,000    12.6%
- -------------------------------------------------------------------------------


                    As shown the subject property has performed quite well
                    since the mid 1990s. In 1993, as the country was still
                    suffering the effects of the national, economic recession
                    and most hotels and resorts maintained occupancies in the
                    60.0% range, the subject property managed a 74.1%
                    occupancy. Since that time, occupancies at the subject
                    property have increased markedly. Most recently, through
                    August 1997, the subject property's occupancy equated to an
                    astounding 90.4%. While this occupancy rate is expected to
                    moderate by year end, the subject property is still
                    forecast to achieve an occupancy of 87.0% in 1997. In
                    addition, like occupancy, the subject property's average
                    rate has exhibited continued strength since 1993,
                    increasing by 6.4% in 1995, 8.7% in 1996, and a projected
                    8.2% in 1997. Improved industry fundamentals such as a lack
                    of significant new supply, strong lodging demand levels,
                    led by increased tourism activity and a strong convention
                    market, have allowed the overall market to increase average
                    rates.

<PAGE>
HVS International, San Francisco, California              Occupancy and Average 
                                                          Rate Analysis 76
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[HVS INTERNATIONAL LOGO]



                    While new supply is forecast to enter the market and should
                    place pressure on marketwide occupancy levels, the
                    aforementioned renovations at the subject property should
                    enable property management to significantly increase
                    average rates in the future.

                    In order to assess the subject hotel's seasonality and more
                    recent occupancy and average rate results, the following
                    chart sets forth the historical occupancy and average rate
                    of the Hotel Del Coronado on a monthly basis for 1994,
                    1995, 1996, and through August 1997.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
MONTHLY OCCUPANCY AND AVERAGE RATE
- ------------------------------------------------------------------------------------------
                     1994                1995               1995              1997
             ------------------- ------------------- ------------------ ------------------
                         AVERAGE             AVERAGE            AVERAGE            AVERAGE
MONTH        OCCUPANCY    RATE   OCCUPANCY    RATE   OCCUPANCY   RATE   OCCUPANCY   RATE
- ------------------------------------------------------------------------------------------
<S>            <C>      <C>        <C>      <C>        <C>     <C>        <C>     <C>    
January        70.3%    $148.47    73.2%    $155.77    70.1%   $160.61    61.9%   $171.28
February       83.8      153.97    84.1      150.02    90.9     167.55    91.0     185.18
March          87.7      149.93    88.2      162.14    90.4     176.04    94.0     190.10
April          82.0      154.12    86.8      160.03    81.2     175.57    92.9     186.13
May            53.0      156.79    77.0      170.55    84.3     174.06    85.9     194.63
June           82.7      147.33    80.1      160.53    82.6     185.88    89.8     194.59
July           85.9      167.87    89.7      181.24    93.1     211.44    92.0     215.44
August         80.9      172.12    76.2      163.65    84.2     182.19    96.1     225.15
September      78.0      163.25    81.6      171.45    91.0     174.85     0.0       0.00
October        83.8      163.43    71.7      166.15    78.3     180.17     0.0       0.00
November       69.8      149.94    61.6      154.78    75.4     163.57     0.0       0.00
December       66.9      140.63    79.4      165.76    84.2     180.25     0.0       0.00
               ----      ------    ----      ------    ----     ------     ---       ----
Annual Avg.    77.0%    $155.82    79.4%    $165.76    84.2%   $180.25      NA         NA
Year-to-Date   78.2      156.50    81.9      163.37    84.5     184.12    90.4%   $194.57
- ------------------------------------------------------------------------------------------
</TABLE>
                                                                       
                    The subject property's demand levels tend to peak in the
                    summer months, when leisure demand augments the existing
                    base of group meeting demand. Average rate and occupancy
                    also tend to be strong in the peak group meeting periods of
                    spring, late summer, and early fall, including February
                    through May and July through October. November and December
                    tend to be the slowest occupancy and average rate months.

                    Year-to-date through August comparisons with year-end
                    results for 1997 and 1996 would indicate that the subject
                    property would be expected to achieve a year-end average
                    rate of roughly $195. Finally, the preceding data indicate
                    the extent to which subject management has been able to
                    increase average rate without an appreciable decline in
                    occupancy, particularly through year-to-date 1997.

<PAGE>
HVS International, San Francisco, California              Occupancy and Average 
                                                          Rate Analysis 77
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[HVS INTERNATIONAL LOGO]


PREMISE OF          In the following sections of this report, we set forth a 
PROJECTIONS         basis for forecasting occupancy and average rate. Occupancy
                    and average rate attainment, to some degree, may be
                    manipulated by management. For example, a management
                    philosophy may focus on cutting rates in order to maximize
                    volume. In the following forecast, we have projected what
                    we expect to be the most optimal mix of occupancy and
                    average rate attainment based on the market conditions,
                    representing an operating approach that we believe would be
                    followed by professional management. Occupancy results are
                    highly dependent upon the pricing strategy employed by
                    management. In the case of a more aggressive pricing
                    strategy, a lower occupancy ratio may result, and vice
                    versa. 

OCCUPANCY           The projected occupancy rate for a lodging facility may be
PROJECTION          calculated through a room night analysis. A room night is a
                    measure of demand equating to one room occupied by one or
                    more guests for one night. By estimating the number of room
                    nights a hotel or motel can be expected to attract during a
                    12-month period, a level of occupancy is calculated by
                    dividing the number of room nights of demand captured by
                    the number of room nights available (room count x 365).

                    The essential factors for developing an accurate room night
                    analysis are the proper quantification of the room night
                    demand within a given market area and the allocation of
                    this demand to the subject and competitive properties. HVS
                    International has formulated two approaches for estimating
                    an area's room night demand.

                      1. Build-Up Approach Based on Analysis of Demand 
                         Generators
   
                      2. Build-Up Approach Based on Analysis of Lodging 
                         Activity

                                                                                
                    The build-up approach based on analysis of demand
                    generators utilizes interviews and statistical
                    sampling-type market research to estimate an area's lodging
                    demand by totaling the room nights generated from local
                    sources of transient visitation. This approach starts with
                    an overall review of various generators of transient
                    visitation located within a defined market area. Drawing
                    from a sample of the major transient generators, interviews
                    and surveys are conducted to determine the amount of demand
                    each source attracts on a weekly or monthly basis, along
                    with other important visitor characteristics such as length
                    of stay, number in party, and spending habits. By employing
                    statistical sampling techniques, an area's room night
                    demand can be quantified based on an extrapolation from the
                    sample surveyed.

<PAGE>
HVS International, San Francisco, California              Occupancy and Average 
                                                          Rate Analysis 78
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]


                    The build-up approach based on analysis of lodging activity
                    recognizes that an area's transient demand can be estimated
                    by totaling the rooms actually occupied in local hotels and
                    motels. Through interviews with hostelry operators,
                    investors, and other knowledgeable hotel people, occupancy
                    levels for individual lodging operations and/or area
                    occupancy trends can be established. Multiplying the
                    percentage of occupancy for each property by its available
                    number of rooms by 365 produces the total number of room
                    nights actually occupied on an annual basis. After
                    combining these estimates of room nights occupied for each
                    property within a market area, and adding a factor for
                    unaccommodated or induced demand, an area's total room
                    night lodging demand is quantified.

                    In markets where the occupancy levels of transient lodging
                    facilities can be readily ascertained, we generally find
                    that a more supportable estimate of an area's total room
                    night lodging demand is obtained through an analysis of
                    lodging activity. The analysis of demand generators
                    incorporates the possibility of inadvertently omitting one
                    or more transient generators and thereby misjudging the
                    actual size of the local lodging market. For the purpose of
                    this study, we will utilize the build-up approach based on
                    lodging activity.

                    To project future occupancy levels for the subject
                    property, the build-up approach based on lodging activity
                    utilizes the following steps:

                    1. The individual occupancy levels for the subject
                       property's primary competitors are estimated. The number
                       of room nights actually accommodated in each of the 
                       three market segments (commercial, leisure, and group 
                       meeting) is then derived.

                    2. The amount of demand which cannot be presently satisfied
                       (unaccommodated demand), or is not presently attracted to
                       the area (induced demand), is estimated for each market
                       segment.

                    3. Growth rates for each market segment are forecast.

                    4. The supply of guestrooms available to the subject
                       property's market is projected for several years.

                    5. The overall occupancy is calculated based upon the total
                       projected room night demand and the supply of existing 
                       and proposed guestrooms. The subject property's fair 
                       share in all projection years



<PAGE>
HVS International, San Francisco, California              Occupancy and Average 
                                                          Rate Analysis 79
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]


                       can be calculated by dividing its room count by the
                       total forecasted hotel room supply in the market for
                       that year.

                    6. An analysis of the subject property's competitiveness
                       is made via a penetration factor analysis within each
                       market segment.

                    7. Based on how the subject property is expected to
                       interact with the existing and proposed competitive
                       lodging facilities, an estimate of the percentage
                       market share captured for each segment is made for
                       the projected years. The number of room nights
                       captured is derived by multiplying the percentage
                       market share by the market demand.

                    8. The subject property's occupancy for the first
                       several projection years is calculated based upon its
                       estimated market share captured divided by its total
                       available room nights.

FORCAST OF          The forecast of marketwide occupancy is based upon a    
MARKETWIDE          forecast  of marketwide demand and supply. Based on our 
OCCUPANCY           market research and discussions with hotel operators, we
                    have estimated the year-end 1996 occupancy rates of the
                    subject's competitors. By multiplying each property's room
                    count by the number of days in the year that it was open
                    and the occupancy percentage that is achieved, the total
                    number of room nights that were accommodated by the
                    competitive supply has been projected. 

                    A weighted average of the market mix of each competitive
                    property has then been calculated to determine the overall
                    market segmentation of the lodging facilities within the
                    subject property's market. The 1996 areawide estimate of
                    room night demand, by market segment, forms the historical
                    base demand to which the annual growth factors are applied.
                    In the following table, segmented demand levels are
                    projected using base demand growth. Total demand is then
                    divided by the forecast of market supply, rendering an
                    overall estimate of areawide occupancy. As noted in the
                    "Competition" section of this report, three changes in
                    supply are anticipated. An additional 331 units will be
                    added to market supply in 1997 and 1998 as a result of the
                    August 1997 opening of the Four Seasons - Aviara Resort. In
                    January 2000, the 800 room Hyatt Regency addition has been
                    projected to enter the market at a competitive rate of 25%.
                    Similarly, the 25% competitive Campbell Shipyards project
                    is anticipated to open a 1006-unit property in January
                    2001. Thus, the forecast of marketwide occupancy is
                    calculated as follows.

<PAGE>
HVS International, San Francisco, California              Occupancy and Average 
                                                          Rate Analysis 80
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[HVS INTERNATIONAL LOGO]








<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
FORECAST OF MARKETWIDE OCCUPANCY
- ------------------------------------------------------------------------------------------------------------------------------
                       HISTORICAL      1997        1998          1999         2000           2001          2002       2003
- ------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>         <C>          <C>          <C>           <C>           <C>           <C>         <C>    
GROUP MEETING
Growth Rate                  ---         6.0%         3.0%         1.0%          1.0%          1.0%          1.0%        1.0%
Accommodated Demand      597,027     632,848      651,833      658,351       664,935       671,584       678,300     685,083
Latent Demand                         11,774       28,257       28,257        45,330        66,800        66,800      66,800   

COMMERCIAL                                                                                                         
Growth Rate                  ---         5.0%         3.0%         1.0%          1.0%          1.0%          1.0%        1.0%
Accommodated Demand      111,711     117,296      120,815      122,023       123,243       124,475       125,720     126,977
Latent Demand                              0            0            0             0             0             0           0

LEISURE                                                                                                           
Growth Rate                  ---         6.0%         3.0%         1.0%          1.0%          1.0%          1.0%        1.0%
Accommodated Demand      248,038     262,921      270,809      273,517       276,252       279,015       281,805     284,623
Latent Demand                          4,124        9.898        9,898        15,879        23,400        23,400      23,400

TOTALS                                                                                                             
Group Meeting            597,027     644,622      680,090      686,608       710,265       738,384       745,100     751,883
Commercial               111,711     117,296      120,815      122,023       123,243       124,475       125,720     126,977
Leisure                  248,038     267,045      280,707      283,415       292,131       302,415       305,205     308,023
                       ---------   ---------    ---------    ---------     ---------     ---------     ---------   ---------
 TOTAL DEMAND            956,776   1,028,963    1,081,612    1,692,046     1,125,639     1,165,274     1,176,025   1,186,883

Annual Forecasted Growth     ---         7.5%         5.1%         1.0%          3.1%          3.5%          0.9%        0.9%

Existing Supply            3,494       3,494        3,494        3,494         3,494         3,494         3,494       3,494
Four Seasons Aviara Resort               138          331          331           331           331           331         331
Hyatt Regency Addition                     0            0            0           200           200           200         200
Campbell Shipyards                         0            0            0             0           252           252         252
Available Rooms/Night      3,494       3,632        3,825        3,825         4,025         4,277         4,277       4,277
Nights per Year              365         365          365          365           365           365           365         365
                       ---------   ---------    ---------    ---------     ---------     ---------     ---------   ---------
 TOTAL SUPPLY          1,275,383   1,325,723    1,396,198    1,396,198     1,469,198     1,560,996     1,560,996   1,560,996
                                                                                                                   
Overall Supply Growth        ---         3.9%         5.3%         0.0%          5.2%          6.2%          0.0%       0.0%

 MARKETWIDE OCCUPANCY       75.0%       77.6%        77.5%        78.2%         76.6%         74.6%         75.3%      76.0%
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                    As shown, the marketwide occupancy is projected to remain
                    in the mid 70% range through the projection period. The
                    planned additions to supply will be matched with similar
                    increases in demand, due to factors such as the anticipated
                    expansion of the San Diego Convention Center in 2000.

PENETRATION FACTOR  The subject property's forecasted market share and
ANALYSIS            occupancy levels are based upon its anticipated competitive
                    posture within the market, as quantified by its penetration
                    factor. The penetration factor is the ratio between a
                    property's market share and its fair share. If a property
                    with a fair share of 5% is capturing 5% of the market
                    demand in a given year, then its occupancy will equal the
                    marketwide occupancy, and its penetration factor will equal
                    100% (5% (divided by) 5% = 100%). If the same property 
                    achieves a

<PAGE>
HVS International, San Francisco, California              Occupancy and Average 
                                                          Rate Analysis 81
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[HVS INTERNATIONAL LOGO]


                    market share in excess of its fair share, then its
                    occupancy will be greater than the marketwide occupancy,
                    and its penetration factor will be greater than 100%. For
                    example, if a property's fair share is 5% and its market
                    share is 7%, then its penetration factor is 140% (7% 
                    (divided by) 5% = 140%). Conversely, if the property
                    captures less than its fair share, then its occupancy win
                    be below the marketwide average, and its penetration factor
                    will be less than 100%.

                    Penetration factors can be calculated for each market
                    segment of a property, and for the property as a whole. For
                    example, leisure segment penetration can be determined by
                    dividing the subject property's leisure room nights
                    captured (property's total room nights captured multiplied
                    by property's leisure segment percentage) by the hotel's
                    fair share of total areawide leisure demand (property's
                    fair share percentage multiplied by the market's total
                    leisure room night demand).

                    In the following chart, the penetration factors attained by
                    the primary competitors and the aggregate of secondary
                    competition are set forth, by segment, for 1996.

- -------------------------------------------------------------------------------
1996 ESTIMATED PENETRATION FACTORS
- -------------------------------------------------------------------------------
PROPERTY                       GROUP MEETING COMMERCIAL   LEISURE    OVERALL
- -------------------------------------------------------------------------------
Hotel Del Coronado                 113.3%        0.0%      160.2%     112.2%
Loews Coronado Bay Resort          107.7         0.0       111.1       96.0
Le Meridien                         98.6        40.5       109.5       94.6
Sheraton Grande Torrey Pines        82.8       186.3        66.4       90.6
Hilton SD Beach and Tennis Resort  86.5       231.2       104.1      108.0
Secondary Competition               99.7       137.8        71.4       96.9
- -------------------------------------------------------------------------------

                    In 1996, the subject property accommodated 112.2% of its
                    fair share of market demand, ranking it at the top of the
                    competitive market set. Unlike its competitors, the subject
                    does not accommodate commercial demand. According to
                    property management, the subject does accommodate some
                    commercial demand, however most of it is associated with a
                    group in some way. As such, we have included any commercial
                    demand generated by the subject property in the group
                    category. The only other property among the competitive set
                    that successfully penetrates the overall market is the
                    Hilton Beach and Tennis Resort, due primarily to its high
                    favorable commercial penetration and its moderately
                    favorable leisure penetration.

<PAGE>
HVS International, San Francisco, California              Occupancy and Average 
                                                          Rate Analysis 82
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]



                    In preparing our forecast of the subject property's
                    occupancy, we have considered management's reports of
                    leisure and group meeting bookings for 1998, as well as the
                    addition of the Four Seasons Aviara and other secondary
                    competitors, and the subject's impending refurbishment and
                    the possible problems it may cause. As such, group meeting
                    penetration is forecast to decrease to a stabilized level
                    of 110%. In addition, leisure penetration is expected to
                    decrease to a stabilized level of 151%.

                    The following chart shows how this penetration forecast
                    results in a forecast of occupancy for the subject property
                    on a calendar-year basis. The hotel's overall penetration
                    factor is expected to stabilize at 108.6%, lower than its
                    historical levels. However given the additions to supply,
                    the lower stabilized penetration level is warranted.

<PAGE>
HVS International, San Francisco, California              Occupancy and Average 
                                                          Rate Analysis 83
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[HVS INTERNATIONAL LOGO]


<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
PROJECTION OF SUBJECT PROPERTY'S OCCUPANCY
- -------------------------------------------------------------------------------------------------
                    HISTORICAL   1997       1998     1999     2000     2001     2002       2003
- -------------------------------------------------------------------------------------------------
<S>                   <C>       <C>       <C>      <C>      <C>      <C>      <C>        <C>    
GROUP MEETING
Demand                597,027   644,622   680,090  686,608  710,265  738,384  745,100    751,883
Penetration Factor      113.3%    113.0%    110.0%   110.0%   110.0%   110.0%   110.0%     110.0%
Capture               133,984   138,781   135,335  136,632  134,317  131,423  132,619    133,826

LEISURE
Demand                248,038   267,045   280,707  283,415  292,131  302,415  305,205    308,023
Penetration Factor      160.2%    160.0%    155.0%   151.0%   151.0%   151.0%   151.0%     151.0%
Capture                78,689    81,405    78,711   77,420   75,836   73,889     4,570     75,259
                       ------    ------    ------   ------   ------   ------     -----     ------
TOTAL CAPTURE         212,672   220,186   214,047  214,052  210,153  205,312  207,189    209,085

AVAILABLE ROOM NIGHTS 252,580   252,580   252,580  252,580  252,580  252,580  252,580    252,580

OCCUPANCY                84.2%     87.2%     84.7%    84.7%    83.2%    81.3%    82.0%      82.8%
ROUNDED                    84%       87%       85%      85%      83%      81%      82%        83%
FISCALIZED                           85        85        83      82       82       83         83

OVERALL PENETRATION
Fair Share               19.8%     19.1%     18.1%    18.1%    17.2%    16.2%    16.2%      16.2%
Market Share             22.2      21.4      19.8     19.6     18.7     17.6     17.6       17.6
Overall Penetration     112.2     112.3     109.4    108.3    108.6    108.9    108.9      108.9

MARKET MIX
Group Meeting              63%       63%       63%      64%      64%      64%      64%        64%
Commercial                  0         0         0        0        0        0        0          0
Leisure                    37        37        37       36       36       36       36         36
                           --        --        --       --       --       --       --         --
 Total                    100%      100%      100%     100%     100%     100%     100%       100%
- -------------------------------------------------------------------------------------------------
</TABLE>

                    In that the date of value for this appraisal is October 28,
                    1997, we have converted the preceding calendar-year
                    forecast to a fiscal-year basis.

                    Based on this analysis, we have chosen to use a stabilized
                    occupancy level of 82%, considering 2000/01 to be the
                    stabilized year. The stabilized occupancy is intended to
                    reflect the anticipated results of the property over its
                    remaining economic life, given any and all changes in the
                    life cycle of the hotel. Thus, the stabilized occupancy
                    excludes from consideration any abnormal relationship
                    between supply and demand, as well as any nonrecurring
                    conditions that may result in unusually high or low
                    occupancies. Although the subject property may operate at
                    occupancies above this stabilized level, we believe it
                    equally possible for new

<PAGE>
HVS International, San Francisco, California              Occupancy and Average 
                                                          Rate Analysis 84
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]


                    competition and temporary economic downturns to force the
                    occupancy below this selected point of stability.

AVERAGE RATE        Our forecast of average rate is based upon the subject    
ANALYSIS            property's historical segmented average rates, and         
                    projected growth rates applied to this indicator. In 1996,
                    the subject property's average rate increased by 8.7%. This
                    rate of growth is followed by expected growth of 8.2% in
                    1997. In recent years, the market at large has been
                    characterized by steadily increasing average rate levels, a
                    positive trend attributed to a lack of full-service and
                    resort development and healthy increases in group meeting
                    and leisure demand. 

                    Local operators were confident about future prospects for
                    rate gain, citing improved fundamentals such as a growing
                    diversified economy, strong tourism and convention
                    infrastructure, and moderate new hotel construction on the
                    horizon. In terms of the subject property, the pending
                    renovation and refurbishment is expected to greatly enhance
                    attainable average rates. As mentioned, the subject's main
                    building will receive a new HVAC system providing air
                    conditioning for the lobby and the property's most
                    desirable rooms. In addition, all guestrooms will receive
                    softgood replacements and case good refurbishments and
                    upgrades. Meeting space will also be renovated. Overall,
                    the improvements to the subject's guestrooms, meeting
                    space, and public areas will enhance the subject property
                    and allow management to build on the property's historic
                    reputation.

                    In this appraisal, we have applied a base underlying
                    inflation rate of 3.0% for all years of the projection
                    period. For the group meeting segment, we have forecast
                    base growth of 7.0% in 1997, reflecting year-to-date
                    results, 12.0% in 1998, 9.0% in 1999, and 7.0% in 2000,
                    10.0% in 2001, and 3.0% in 2002 and thereafter. The
                    stronger rate growth in 1999 and 2000 reflects the year
                    after guestroom refurbishments. The strong rate growth in
                    1998 reflects an increase in group and leisure rates of
                    roughly $20 that is already being booked. In the leisure
                    segment, we have forecast base growth of 9.5% in 1997
                    reflecting year-to-date results, 12.0 in 1998 due to
                    prebooking statistics, 9.0% in 1999, 7.0% in 2000, 10.0% in
                    2001, and 3.0% in 2002 and thereafter. Similar to growth
                    in group meeting average rates, leisure average rates are
                    expected to benefit from the subject's guestroom and
                    meeting room refurbishments in 1999 and 2000.

                    The following table illustrates the methodology we have
                    used for projecting the subject's average rate. In the
                    table, various growth rates are applied to

<PAGE>
HVS International, San Francisco, California              Occupancy and Average 
                                                          Rate Analysis 85
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]


                                                                                
                    the segmented average rate levels. The segmented average
                    rates are then multiplied by the number of room nights
                    projected for each segment. An overall forecast of rooms
                    revenue results, from which an overall average rate may be
                    calculated. Final calculations convert the calendar year
                    forecast to a fiscal year basis and re-express the average
                    rate in 1997 dollars by deflating the indications at an
                    assumed underlying inflation rate of 3.0%. The procedure is
                    as follows.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
    FORECAST OF AVERAGE RATE BY MARKET SEGMENT
- ------------------------------------------------------------------------------------------------------
                              HISTORICAL   1997      1998      1999       2000       2001     2002
- ------------------------------------------------------------------------------------------------------
<S>                             <C>       <C>       <C>       <C>        <C>       <C>       <C>    
SEGMENTED ADR GROWTH RATES

Group Meeting                       N/A       7.0%     12.0%      9.0%       7.0%     10.0%      3.0%
Leisure                             N/A       9.5      12.0       9.0        7.0      10.0       3.0
                                                                                             
SEGMENTED ADR                                                                                
                                                                                             
Group Meeting                   $161.25   $172.61   $193.32   $210.72    $225.47   $248.02   $255.46
Leisure                          212.60    232.80    260.73    284.20     304.09    334.50   $344.54
                                                                                             
SEGMENTED ROOMS CAPTURED                                                                     
                                                                                             
Group Meeting                   133,984   138,781   135,335   136,632    134,317   131,423   132,619
Leisure                          78,689    81,405    78,711    77,420     75,836    73,889    74,570
                                -------   -------   -------   -------    -------   -------   -------
 Total                          212,672   220,186   214,047   214.052    210,153   205,312   207,189
                                                                                             
SEGMENTED ROOMS REVENUE (000s)                                                               
                                                                                             
Group Meeting                   $21,605   $23,955   $26,163   $28,791    $30,285   $32,595   $33,879
Leisure                          16,729    18,951    20,523    22,003     23,061    24,716    25,692
                                -------   -------   -------   -------    -------   -------   -------
 Total                          $38,334   $42,906   $46,686   $50,794    $53,346   $57,311   $59,571

Imputed ADR                     $180.25   $194.86   $218.11   $237.30    $253.84   $279.14   $287.52
Overall Growth                      N/A       8.1%     11.9%      8.8%       7.0%     10.0        10%
                                                                                           

FISCAL YEAR:                                        1997/98   1998/99    1999/00   2000/01   2001/02
                                                    ------------------------------------------------
AVERAGE RATE                                        $214.03   $233.93    $250.94  $2,74.71   $286.05
Expressed in Base-Year Dollars                      $202.80   $215.19    $224.12   $238.20   $240.81
- ------------------------------------------------------------------------------------------------------
</TABLE>

                    For purposes of this analysis, we have used 2001/02 as the
                    stabilized year. The stabilized average daily rate deflated
                    to 1997 dollars equates to $240.81. This average rate
                    compares with the forecasted 1997 result of $180.25,
                    indicating significant real growth in average rate, due
                    primarily to the aforementioned improvements planned at the
                    subject property. Considering historical trends in average
                    rate and our selected stabilized occupancy rate, this
                    forecast appears to be reasonable. The following chart

<PAGE>
HVS International, San Francisco, California              Occupancy and Average 
                                                          Rate Analysis 86
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]


                    summarizes our forecast of occupancy and average rate for
                    the subject property.

                    -----------------------------------------------------------
                    FORECAST OF OCCUPANCY AND AVERAGE RATE
                    -----------------------------------------------------------
                                 1997/98  1998/99  1999/00  2000/01  Stabilized
                    -----------------------------------------------------------
                    Occupancy       85.0%    85.0%    83.0%    82.0%     82.0%
                    Average Rate $214.03  $233.93  $250.94  $274.71   $286.05
                    -----------------------------------------------------------

<PAGE>

HVS International, San Francisco, California            Highest and Best Use 87
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11. HIGHEST AND BEST USE

                    The Appraisal Institute recognizes the concept of highest
                    and best use as a fundamental element in the determination
                    of value of real property, either as if vacant or as
                    improved. 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(7).

AS IF VACANT        An analysis as to the highest and best use of the land
                    should be made first and may be influenced by many factors.
                    In estimating highest and best use, there are four stages
                    of analysis:
         
                     1. Physically possible use. What uses of the site are
                        physically possible? 

                        Because of the size of the subject site ((plus or minus)
                        27.00 acres), a number of singular or combined uses are
                        possible. The topography is generally flat, and the site
                        offers direct access to the Pacific Ocean. The site's 
                        size makes it appropriate for most legal uses.
                       
                     2. Legally permissible use. What uses are permitted by
                        zoning and deed restrictions?
                                                                                
                        According to the City of Coronado Planning Department,
                        uses permitted on the subject site include hotels and
                        motels with ancillary retail development, provided it
                        is conducive to the hotel use.

                        The property is under the jurisdiction of the Coastal
                        Commission and would require an Environmental Impact
                        Report. In addition,

                    ---------------
                    (7) Appraisal Institute. The Dictionary of Real Estate
                    Appraisal. 3rd ed. Chicago: Author, 1992, p.149.

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HVS International, San Francisco, California            Highest and Best Use 88
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                        the development of a massive property such as the
                        subject may not be possible in today's environment.

                     3. Financially feasible use. Which possible and
                        permissible uses will produce a net return to the owner
                        of the site?

                        Economic conditions in the subject market area
                        currently support the feasibility of new hotel
                        development.

                     4. Maximally productive use. Among the feasible uses,
                        which use will produce the highest net return or the
                        highest present worth?

                        In consideration of the foregoing factors
                        influencing development in the subject's immediate
                        area, it is the appraisers' opinion that the highest
                        and best use of the subject site as if vacant is for
                        development of a first-class resort hotel.

AS IMPROVED         After determining the highest and best use of the land, an
                    analysis and opinion indicating the highest and best use of
                    the property should be made.
                                                                                
                    It is important to recognize the possibility that the
                    highest and best use of the land could differ from the
                    highest and best use of the property. This may occur where
                    a site has existing improvements and the highest and best
                    use of the land differs from the property's current use.
                    Nevertheless, the current property use will continue 
                    until the value of the land under its highest and best use,
                    less existing improvement demolition costs, exceeds the
                    total value of the property in its present use.

                    As noted above, in estimating highest and best use, there
                    are four stages of analysis:
  
                     1. Physically possible use. What uses of the site are
                        physically possible?

                     2. Legally permissible use. What uses are permitted by
                        zoning and deed restrictions?

                     3. Financially feasible use. Which possible and
                        permissible uses will produce a net return to the
                        owner of the site?

                     4. Maximally productive use. Among the feasible uses,
                        which use will produce the highest net return or the
                        highest present worth?

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                    Based on a review of the economic considerations and
                    alternatives of the subject property, since the value of
                    the land does not exceed the value of the hotel less the
                    cost of demolition, it is our opinion that the highest and
                    best use of the subject property, as currently improved,
                    continues to be as a hotel resort. In addition, it is
                    important to note that the subject site is currently
                    underutilized and the market will support additional hotel
                    facilities on the property. However, as mentioned
                    previously, there is currently a great deal of public
                    resistance to any expansion of the subject property. As
                    such, development of the property's excess land is unlikely
                    and no contributory value has been placed on the excess
                    land.

<PAGE>

HVS International, San Francisco, California             Approaches to Value 90
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- -------------------------------------------------------------------------------
12. APPROACHES TO VALUE

                    In appraising real estate for market value, the
                    professional appraiser has three approaches from which to
                    select: the cost, sales comparison, and income
                    capitalization approaches. Although all three valuation
                    procedures are given consideration, the inherent strengths
                    of each approach and the nature of the subject property
                    must be evaluated to determine which will provide
                    supportable estimates of market value. The appraiser is
                    then free to select one or more of the appropriate
                    approaches in arriving at a final value estimate.

THE COST APPROACH   The cost approach estimates market value by computing the
                    current cost of replacing the property and subtracting any
                    depreciation resulting from physical deterioration,
                    functional obsolescence, and external (or economic)
                    obsolescence. The value of the land, as if vacant and
                    available, is then added to the depreciated value of the
                    improvements to produce a total value estimate. 

                    The cost approach may provide a reliable estimate of value
                    in the case of new properties; however, as buildings and
                    other improvements grow older and begin to deteriorate, the
                    resultant loss in value becomes increasingly difficult to
                    quantify accurately. We find that knowledgeable hotel
                    buyers generally base their purchase decisions on economic
                    factors such as projected net income and return on
                    investment. Because the cost approach does not reflect
                    these income-related considerations and requires a number
                    of highly subjective depreciation estimates, this approach
                    is given minimal weight in the hotel valuation process.
   

THE SALES           The sales comparison approach estimates the value of a    
COMPARISON          property by comparing it to similar properties sold on the
APPROACH            open market. To obtain a supportable estimate of value, the
                    sales price of a comparable property must be adjusted to
                    reflect any dissimilarities between it and the property
                    being appraised.

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                    The sales comparison approach may provide a useful value
                    estimate in the case of simple forms of real estate such as
                    vacant land and single-family homes, where the properties
                    are homogeneous and the adjustments are few and relatively
                    simple to compute. In the case of complex investments such
                    as shopping centers, office buildings, restaurants, and
                    lodging facilities, where the adjustments are numerous and
                    more difficult to quantify, the sales comparison approach
                    loses much of its reliability.

                    Hotel, investors typically do not employ the sales
                    comparison approach in reaching their final purchase
                    decisions. Factors such as the numerous insupportable
                    adjustments that are necessary and the general inability to
                    determine the true financial terms and human motivations of
                    comparable transactions often make the results of the sales
                    comparison approach questionable. Although the sales
                    comparison approach may provide a range of values that
                    supports the final estimate, reliance on this approach
                    beyond the establishment of broad parameters is rarely
                    justified by the quality of the sales data.

                    The market-derived capitalization rates sometimes used by
                    appraisers are susceptible to the same shortcomings
                    inherent in the sales comparison approach. To substantially
                    reduce the reliability of the income capitalization
                    approach by employing capitalization rates obtained from
                    unsupported market data weakens the final value estimate
                    and ignores the typical investment analysis procedures
                    employed by hotel purchasers.

THE INCOME          The income capitalization approach takes a property's       
CAPITALIZATION      projected net income before debt service and allocates this 
APPROACH            future benefit to the mortgage and equity components based
                    on market rates of return and loan-to-value ratios. Through
                    a discounted cash flow and income capitalization procedure,
                    the value of each component is calculated. The total of the
                    mortgage component and the equity component equals the
                    value of the property. This approach is often selected as
                    the preferred valuation method for income-producing
                    properties because it most closely reflects the investment
                    rationale of knowledgeable buyers.

RECONCILIATION      The final step in the valuation process is the
                    reconciliation and correlation of the value indications.
                    Factors that are considered in assessing the reliability of
                    each approach include the purpose of the appraisal, the
                    nature of the subject property, and the reliability of the
                    data used. In reconciliation, the applicability and
                    supportability of each approach are considered and the
                    range of value indications is examined. The most

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HVS International, San Francisco, California             Approaches to Value 92
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                    significant weight is given to the approach that produces
                    the most reliable solution and most closely reflects the
                    criteria used by typical investors.

                    Our nationwide experience with numerous hostelry buyers and
                    sellers indicates that the procedures used in estimating
                    market value by the income capitalization approach are
                    comparable to those employed by the hotel and motel
                    investors who constitute the marketplace. For this reason,
                    the income capitalization approach produces the most
                    supportable value estimate, and it is generally given the
                    greatest weight in the hotel valuation process.

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HVS International, San Francisco, California              Income Capitalization 
                                                          Approach 93
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- -------------------------------------------------------------------------------
13. INCOME CAPITALIZATION APPROACH

                    The income capitalization approach is based on the
                    principle that the value of a property is indicated by the
                    net return to the going concern or what is also known as
                    the present worth of future benefits. The future benefits
                    from income-producing properties, such as hotels and
                    motels, are the net income before debt service and
                    depreciation, derived from a forecast of income and
                    expense. These future benefits can then be converted into
                    an indication of market value through a capitalization
                    process and discounted cash flow analysis.

                    Using the income capitalization approach, the subject
                    property has been valued by analyzing the local market for
                    transient accommodations, examining existing and proposed
                    competition, and developing a forecast of income and
                    expense that reflects current and future anticipated income
                    trends, as well as area cost components, up through a
                    stabilized year of operation.

                    The forecast of income and expense is expressed in current
                    dollars as of the date of each forecasted year. The last
                    forecasted year, or what is referred to as the stabilized
                    year, is intended to reflect the anticipated operating
                    results of the property over its remaining economic life,
                    given any and all applicable stages of build-up, plateau,
                    and decline in the life cycle of the hotel. Therefore, such
                    income and expense estimates from the stabilized year
                    forward exclude from consideration any abnormal relation of
                    supply and demand, and also any transitory or nonrecurring
                    conditions which may result in unusual revenue or expenses
                    of the property.

                    As stated in the textbook entitled Hotels and Motels: A
                    Guide to Market Analysis, Investment Analysis, and
                    Valuations, published by the Appraisal Institute, "of the
                    three valuation approaches available to the appraiser, the
                    income capitalization approach generally provides the most
                    persuasive and supportable conclusions when valuing a 
                    lodging facility." This text notes that using a 10-year
                    forecast and an equity yield rate "most accurately reflects
                    the actions of typical hotel buyers, who purchase
                    properties based

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HVS International, San Francisco, California              Income Capitalization 
                                                          Approach 94
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                    on their leveraged discounted cash flow." The simpler
                    procedure of using a 10-year forecast and a discount rate
                    is "less reliable because the derivation of the discount
                    rate has little support. Moreover, it is difficult to
                    adjust the discount rate for changes in the cost of
                    capital."(8)

                    The subject property has been valued using a 10-year
                    discounted cash flow analysis in which the cash flow to
                    equity and the equity reversion are discounted to the
                    present value at the equity yield rate and the income to
                    the mortgagee is discounted at a mortgage interest rate.
                    The sum of the equity and mortgage values is the total
                    property value.

                    To convert the forecasted income stream into an estimate of
                    value, the anticipated net income (before debt service and
                    depreciation) is allocated to the mortgage and equity
                    components based on market rates of return and
                    loan-to-value ratios. The total of the mortgage component
                    and the equity component equals the value of the property.
                    The process of estimating the value of the mortgage and
                    equity components is described as follows.

                     1. The terms of typical hotel financing are set forth,
                        including interest rate, amortization term, and
                        loan-to-value ratio.

                     2. An equity yield rate of return is established. Many
                        hotel buyers base their equity investments on a 10-year
                        equity yield rate projection that takes into account
                        ownership benefits such as periodic cash flow
                        distributions, residual sale or refinancing
                        distributions that return any property appreciation and
                        mortgage amortization, income tax benefits, and various
                        non-financial considerations such as status and
                        prestige. The equity yield rate is also known as the
                        internal rate of return on equity.

                     3. The value of the equity component is calculated by
                        first deducting the annual debt service from the
                        projected net income before debt service, leaving the
                        net income to equity for each projection year. The net
                        income as of the 11th year is capitalized into a
                        reversionary value. After deducting the mortgage
                        balance at the end of the 10th year and the typical
                        brokerage and legal costs, the equity residual is
                        discounted back to the date of value at the equity
                        yield rate. The net income to equity for each of the 10
                        projection years is also

                    ----------------
                    (8) Rushmore, S. Hotels and Motels: A Guide to Market
                    Analysis, Investment Analysis, and Valuations, Chicago:
                    Appraisal Institute, 1992, p. 236.



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HVS International, San Francisco, California              Income Capitalization 
                                                          Approach 95
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                    discounted to the present value. The sum of these
                    discounted values equates to the value of the equity
                    component. Adding the equity component to the initial
                    mortgage balance yields the overall property value.

                    Because the mortgage and the debt service amounts are
                    unknown but the loan-to-value ratio was determined in step
                    #1, the preceding calculation can be solved through an
                    iterative process or by use of a linear algebraic equation
                    that computes the total property value. The algebraic
                    equation that solves for the total property value using a
                    10-year mortgage/equity technique was developed by Suzanne
                    R. Mellen, CRE, MAI, managing director of the San Francisco
                    office of HVS International. A complete discussion of the
                    technique is presented in her article entitled,
                    "Simultaneous Valuation: A New Technique."(9)

                     4. The value is proven by allocating the total property
                        value between the mortgage and equity components and
                        verifying that the rates of return set forth in steps
                        #1 and #2 can be met from the forecasted net income.

REVIEW OF           Historical operating statements for the subject property 
OPERATING HISTORY   were obtained from property management and Morgan Stanley 
                    Mortgage Capital, Inc. These statements have been reviewed
                    and used as a basis in our formation of a forecast of
                    income and expense. The following statements span calendar
                    years 1993 to 1996; also presented are year-to-date
                    statements through August for 1996 and 1997. Please note
                    that the year-to-date statements for 1997 run from January
                    1 to August 27, the date the subject property was sold to
                    Lowe Enterprises, representing three days less than the
                    year-to-date 1996 statements.

                    ---------------
                    (9) Mellen, S. "Simultaneous Valuation. A New Technique."
                    Appraisal Journal, April, 1983.

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HVS International, San Francisco, California              Income Capitalization 
                                                          Approach 96
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[HVS INTERNATIONAL LOGO]



<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
HISTORICAL OPERATING PERFORMANCE
- ---------------------------------------------------------------------------------------------------------------
YEAR:                                1996                                  1995
TOTAL ROOMS:                          692                                   692
OCCUPIED ROOMS:                   212,647                               200,422
OCCUPANCY:                          84.2%                                 79.4%
AVERAGE RATE:                     $180.25                               $165.76
                                  $(000s) % OF GROSS  PAR(1)    POR(2)  $(000s)  % OF GROSS PAR(1)      POR(2)
- ---------------------------------------------------------------------------------------------------------------
<S>                               <C>         <C>    <C>       <C>      <C>         <C>    <C>         <C>    
DEPARTMENTAL REVENUE
 Rooms                            $38,330     49.0%  $55,391   $180.25  $33,221     47.6%  $48,008     $165.76
 Food                              21,044     26.9    30,410     98.96   19,049     27.3    27,527       95.04
 Beverage                           6,701      8.6     9,683     31.51    6,372      9.1     9,209       31.80
 Telephone                          1,146      1.5     1,656      5.39    1,167      1.7     1,686        5.82
 Retail                             4,869      6.2     7,037     22.90    4,395      6.3     6,351       21.93
 Minor Op. Depts.                   4,031      5.2     5,825     18.96    3,493      5.0     5,048       17.43
 Other Income                       2,114      2.7     3,055      9.94    2,124      3.0     3,069       10.60
                                   ------    -----   -------   -------   ------    -----   -------      ------
  Total                            78,236    100.1   113,058    367.91   69,820    100.0   100,896      348.37
DEPARTMENTAL EXPENSES*                                                            
 Rooms                              8,367     21.8    12,090     39.34    7,903     23.8    11,421       39.43
 Food & Beverage                   19,570     70.5    28,281     92.03   19,470     76.6    28,135       97.14
 Telephone                            466     40.7       673      2.19      530     45.4       766        2.64
 Retail                             3,773     77.5     5,452     17.74    3,576     81.4     5,168       17.84
 Minor Op. Depts.                   2,007     49.8     2,900      9.44    1,764     50.5     2,549        8.80
                                   ------    -----   -------   -------   ------    -----   -------      ------
  Total                            34,183     43.7    49,397    160.75   33,244     47.6    48,040      165.87
DEPARTMENTAL INCOME                44,053     56.4    63,660    207.16   36,577     52.4    52,857      182.50
UNDISTRIBUTED OPERATING EXPENSES
 Administrative & General           6,745      8.6     9,747     31.72    6,908      9.9     9,983       34.47
 Management Fee                       406      0.5       587      1.91        0      0.0         0        0.00
 Marketing                          3,131      4.0     4,524     14.72    3,311      4.7     4,784       16.52
 Property Oper. & Maint.            3,881      5.0     5,608     18.25    3,969      5.7     5,736       19.80
 Energy                             1,588      2.0     2,295      7.47    1,549      2.2     2,239        7.73
                                   ------    -----   -------   -------   ------    -----   -------      ------
  Total                            15,751     20.1    22,761     74.07   15,738     22.5    22,743       78.52
HOUSE PROFIT                       28,302     36.3    40,899    133.09   20,839     29.9    30,114      103.98
FIXED EXPENSES                                                                    
 Property Taxes                     1,624      2.1     2,346      7.63    1,548      2.2     2,237        7.72
 Insurance                            499      0.6       721      2.35      348      0.5       503        1.74
 Capital Leases                       231      0.3       334      1.09      178      0.3       257        0.89
                                   ------    -----   -------   -------   ------    -----   -------      ------
  Total                             2,354      3.0     3,401     11.07    2,073      3.0     2,996       10.35
   NET INCOME                      25,949     33.3%  $37,498   $122.02  $18,765     26.9%  $27,118      $93.63
                                   ======    =====   =======   =======  =======    =====   =======      ======
                                                                                  
Food to Rooms                                 54.9%                                 57.3%
Beverage to Food                              31.8                                  33.5
Food & Bev to Rooms                           72.4                                  76.5
Telephone to Rooms                             3.0                                   3.5
Retail to Rooms                               12.7                                  13.2
Minor Operated Depts. to Rooms                10.5                                  10.5
Other Income to Rooms                          5.5                                   6.4
</TABLE>
                                                                               
 *  Departmental expenses expressed as a percentage of departmental revenues
(1) Per Available Room
(2) Per Occupied Room

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HVS International, San Francisco, California              Income Capitalization 
                                                          Approach 97
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<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
HISTORICAL OPERATING PERFORMANCE
- --------------------------------------------------------------------------------------------------------------
YEAR:                                1994                                  1993
TOTAL ROOMS:                          692                                   692
OCCUPIED ROOMS:                   194,461                               187,162
OCCUPANCY:                          77.0%                                 74.1%
AVERAGE RATE:                     $155.82                               $155.01
                                  $(000s)  % OF GROSS  PAR(1)   POR(2)  $(000s)  % OF GROSS  PAR(1)   POR(2)
- --------------------------------------------------------------------------------------------------------------
<S>                                <C>         <C>    <C>      <C>      <C>          <C>    <C>      <C>    
DEPARTMENTAL REVENUE
 Rooms                             $30,302     46.7%  $43,788  $155.82  $29,012      46.3%  $41,925  $155.01
 Food                               15,797     24.3    22,828    81.24   15,234      24.3    22,014    81.39
 Beverage                            5,882      9.1     8,501    30.25    5,817       9.3     8,406    31.08
 Telephone                           1,148      1.8     1,660     5.91    1,208       1.9     1,745     6.45
 Retail                              4,529      7.0     6,544    23.29    4,001       6.4     5,782    21.38
 Minor Op. Depts.                    6,851     10.6     9,900    35.23    6,934      11.1    10,020    37.05
 Other Income                          392      0.6       566     2.01      497       0.8       719     2.66
                                    ------     ----    ------   ------   ------      ----    ------   ------
  Total                             64,901    100.1    93,787   333.75   62,703     100.1    90,611   335.02
DEPARTMENTAL EXPENSES*
 Rooms                               6,581     21.7     9,511    33.84    6,324      21.8     9,139    33.79
 Food & Beverage                    15,607     72.0    22,553    80.26   15,159      72.0    21,906    80.99
 Telephone                             701     61.1     1,013     3.61      698      57.8     1,009     3.73
 Retail                              3,415     75.4     4,935    17.56    3,139      78.5     4,536    16.77
 Minor Op. Depts.                    3,354     49.0     4,847    17.25    3,511      50.6     5,073    18.76
                                    ------     ----    ------   ------   ------      ----    ------   ------
  Total                             29,659     45.7    42,859   152.52   28,830      46.0    41,662   154.04
DEPARTMENTAL INCOME                 35,242     54.4    50,928   181.23   33,873      54.1    48,949   180.98
UNDISTRIBUTED OPERATING EXPENSES                                                                     
 Administrative & General            9,164     14.1    13,242    47.12    8,484      13.5    12,261    45.33
 Management Fee                          0      0.0         0     0.00        0       0.0         0     0.00
 Marketing                           3,984      6.1     5,757    20.49    3,408       5.4     4,924    18.21
 Property Oper. & Maint.             4,097      6.3     5,921    21.07    4,026       6.4     5,817    21.51
 Energy                              2,237      3.4     3,232    11.50    2,209       3.5     3,192    11.80
                                    ------     ----    ------   ------   ------      ----    ------   ------
  Total                             19,482     29.9    28,153   100.18   18,126      28.8    26,194    96.85
HOUSE PROFIT                        15,760     24.5    22,775    81.05   15,746      25.3    22,755    84.13
FIXED EXPENSES                                                                                       
 Property Taxes                      1,446      2.2     2,090     7.44    1,679       2.7     2,426     8.97
 Insurance                               0      0.0         0     0.00        0       0.0         0     0.00
 Capital Leases                          0      0.0         0     0.00        0       0.0         0     0.00
                                    ------     ----    ------   ------   ------      ----    ------   ------
  Total                              1,446      2.2     2,090     7.44    1,679       2.7     2,426     8.97
   NET INCOME                      $14,314     22.3%  $20,685   $73.61  $14,067      22.6%  $20,329   $75.16
                                    ======     ====    ======   ======   ======      ====    ======   ======
                                                                                           
Food to Rooms                                  52.1%                                 52.5%
Beverage to Food                               37.2                                  38.2
Food & Bev to Rooms                            71.5                                  72.6
Telephone to Rooms                              3.8                                   4.2
Retail to Rooms                                14.9                                  13.8
Minor Operated Depts. to Rooms                 22.6                                  23.9
Other Income to Rooms                           1.3                                   1.7
- --------------------------------------------------------------------------------------------------------------
</TABLE>
               
 *  Departmental expenses expressed as a percentage of departmental revenues
(1) Per Available Room
(2) Per Occupied Room

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HVS International, San Francisco, California              Income Capitalization 
                                                          Approach 98
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[HVS INTERNATIONAL LOGO]


<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
HISTORICAL OPERATING PERFORMANCE
- ---------------------------------------------------------------------------------------------------------------
PERIOD:                              YTD AUG. 27 1997                        YTD AUG. 1996
TOTAL ROOMS:                         692                                     692
OCCUPIED ROOMS:                  150,136                                 142,092
OCCUPANCY:                         90.4%                                   84.5%
AVERAGE RATE:                    $194.57                                 $184.12
                                 $(000s)  % OF GROSS   PAR(1)   POR(2)   $(000s)  % OF GROSS   PAR(1)   POR(2)
- ---------------------------------------------------------------------------------------------------------------
<S>                              <C>          <C>     <C>      <C>       <C>          <C>     <C>      <C>    
DEPARTMENTAL REVENUE
 Rooms                           $29,212      50.7%   $42,214  $194.57   $26,162      49.7%   $37,807  $184.12
 Food                             14,490      25.2     20,939    96.51    13,762      26.1     19,887    96.85
 Beverage                          4,861       8.4      7,025    32.38     4,403       8.4      6,363    30.99
 Telephone                         1,031       1.8      1,490     6.87       805       1.5      1,164     5.67
 Retail                            3,497       6.1      5,053    23.29     3,412       6.5      4,931    24.01
 Minor Op. Depts.                  2,937       5.1      4,244    19.56     2,768       5.3      4,001    19.48
 Other Income                      1,570       2.7      2,269    10.46     1,336       2.5      1,930     9.40
                                 -------      ----    -------  -------   -------      ----    -------  -------
  Total                           57,599     100.0     83,235   383.64    52,649     100.0     76,082   370.53
DEPARTMENTAL EXPENSES*                                                                       
 Rooms                             5,930      20.3      8,569    39.50     5,648      21.6      8,162   39.75
 Food & Beverage                  12,639      65.3     18,264    84.18    12,684      69.8     18,330   89.27
 Telephone                           310      30.1        449     2.07       327      40.6        473    2.30
 Retail                            2,517      72.0      3,637    16.76     2,569      75.3      3,713   18.08
 Minor Op. Depts.                  1,280      43.6      1,850     8.53     1,342      48.5      1,939    9.44
                                 -------      ----    -------  -------   -------      ----    -------  -------
  Total                           22,676      39.4     32,769   151.04    22,570      42.9     32,616  158.84
DEPARTMENTAL INCOME               34,923      60.6     50,466   232.61    30,079      57.1     43,466  211.68
UNDISTRIBUTED OPERATING EXPENSES                                                             
 Administrative & General          3,835       6.7      5,542    25.54     4,745       9.0      6,857   33.40
 Management Fee                    1,173       2.0      1,696     7.82         0       0.0          0    0.00
 Marketing                         1,838       3.2      2,657    12.25     2,064       3.9      2,982   14.52
 Property Oper. & Maint.           2,294       4.0      3,316    15.28     2,637       5.0      3,810   18.56
 Energy                            1,022       1.8      1,477     6.81     1,080       2.1      1,561    7.60
                                 -------      ----    -------  -------   -------      ----    -------  -------
  Total                           10,164      17.7     14,687    67.70    10,526      20.0     15,211   74.08
HOUSE PROFIT                      24,759      42.9     35,779   164.91    19,553      37.1     28,255  137.60
FIXED EXPENSES                                                                               
 Property Taxes                    1,383       2.4      1,999     9.21     1,067       2.0      1,542    7.51
 Insurance                           410       0.7        592     2.73       282       0.5        408    1.99
 Capital Leases                      122       0.2        176     0.81       152       0.3        220    1.07
                                 -------      ----    -------  -------   -------      ----    -------  -------
  Total                            1,915       3.3      2,767    12.76     1,502       2.8      2,171   10.57
 NET INCOME                      $22,844      39.6%   $33,012  $152.15   $18,050      34.3%   $26,084  $127.03
                                 =======      ====    =======  =======   =======      ====    =======  =======
Food to Rooms                                 49.6%                                   52.6%  
Beverage to Food                              33.6                                    32.0   
Food & Bev to Rooms                           66.2                                    69.4   
Telephone to Rooms                             3.5                                     3.1   
Retail to Rooms                               12.0                                    13.0   
Minor Operated Depts. to Rooms                10.1                                    10.6   
Other Income to Rooms                          5.4                                     5.1   
- ---------------------------------------------------------------------------------------------------------------
</TABLE>

 *  Departmental expenses expressed as a percentage of departmental revenues
(1) Per Available Room
(2) Per Occupied Room

<PAGE>
HVS International, San Francisco, California              Income Capitalization 
                                                          Approach 99
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]



HISTORICAL ANALYSIS It is important to note that prior to 1995, several of the
                    property's previous owner's personal expenses were carried
                    on the hotel's statements. As such, the historical
                    statements for 1993 and 1994 are not considered germane to
                    this analysis.
                     
                    Since 1995, the subject property has shown extensive
                    profitability increases. Specifically, net income has
                    increased from $18,765,000 or 26.9% of total revenue in
                    1995 to $25,949,000 or 33.3% of total revenue. In addition,
                    through August 1997, net income at the subject has
                    increased to $22,844,000 or 39.6% of total revenue from
                    $18,050,000 or 34.3% of total revenue for the same period
                    prior year, an increase of roundly $4.8 million. The
                    stunning increases in the subject's profitability are
                    attributable to increased revenues and good expense
                    control. Rooms revenue at the subject property has been
                    boosted via increases in both occupancy and average rate.
                    In 1995, the subject's occupancy equated to 79.4% and
                    average rate equated to $165.76. In 1996, the subject
                    posted an occupancy of 84.2% at an average rate of $180.25.
                    Through August 1997, occupancy equated to 90.4%, while
                    average rate equated to $194.57. This compares favorably to
                    the occupancy of 84.5% and average rate of $184.12 achieved
                    through August 1996. Other departmental revenues increased
                    as well due primarily to the increases in guest patronage.

                    In terms of departmental expenses, most have increased in
                    relation to revenue, but have decreased as a result of the
                    aforementioned revenue increases. Overall, departmental
                    profit increased to 56.4% of total revenue in 1996 from
                    52.4% in 1995. In addition, departmental profit increased
                    to 60.6% of total revenue through August 1997 from 57.1%
                    through August 1996. Undistributed operating expense ratios
                    have also shown decreasing trends since 1995 due to
                    increased revenues. Overall, undistributed operating
                    expenses decreased from 22.5% of total revenue in 1995 to
                    20.1% of total revenue in 1996. Through August 1997, these
                    expenses decreased to 17.7% of total revenue from 20.0%
                    of total revenue through August 1996. As such, house profit
                    has increased markedly. Specifically, house profit equated
                    to 29.9% in 1995 and 36.3% in 1996. Through August 1997,
                    house profit equated to 42.9% of total revenue as compared
                    to 37.1% through August 1996.

                    Fixed expenses historically included property taxes,
                    insurance, and capital lease expense. Overall, fixed
                    charges have increased minimally since 1995. The basis for
                    the projection of these expenses is set forth later in this
                    section.

<PAGE>
HVS International, San Francisco, California              Income Capitalization 
                                                          Approach 100
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]


INFLATION ANALYSIS  To forecast income and expense levels, we must establish a 
                    general rate of inflation. The following table shows 
                    inflation estimates made by economists at some noted
                    institutions and corporations.



<PAGE>

[HVS INTERNATIONAL LOGO]
<TABLE>
<CAPTION>


- -------------------------------------------------------------------------------
RATE OF INFLATION ESTIMATES
- -------------------------------------------------------------------------------
                                     PROJECTED INCREASE IN CONSUMER PRICE INDEX
                                     ------------------------------------------
                                                   NOVEMBER       MAY
SOURCE                                               1996         1997
- -------------------------------------------------------------------------------
<S>                                                   <C>          <C> 
Maureen Allyn, Scudder Stevens Clark                  3.1%         2.3%
Wayne Angell, Bear Steams                             3.0          3.2
Richard Berner, Mellon Bank                           2.9          2.8
David Berson, Fannie Mae                              2.9          2.8
David Blitzer, S&P                                    3.0          2.7
Paul Boltz, T. Rowe Price                             3.2          3.5
David Bostian, Herzog, Heine, Geduld                  2.9          2.5
Philip Braverman, DKB Securities                      3.0          2.8
William Brown, J.P. Morgan                            3.3          3.2
Rosanne Cahn, CS First Boston                         3.1          2.6
James Coons, Huntington National Bank                 3.2          3.0
Michael Cosgrove, The Economist                       3.2          3.3
Dewey Daane, Vanderbilt University                    3.4          3.6
Robert Dederck, Northern Trust                        3.1          3.4
William Dudley, Goldman Sachs                         3.4          3.2
Michael Englund, MMS International                    3.2          3.3
Michael Evans, Evans Group                            3.0          3.0
Gail Fosler, Conference Board                         3.5          3.6
Maury Harris, PaineWebber, Inc.                       2.8          2.8
Tracy Herrick, Jefferies & Co.                        3.2          3.6
Stuart G. Hoffman, PNC Bank Corporation               3.1          2.8
William Hummer, Wayne Hummer                          2.9          3.0
Edward Hyman, ISI Group                               2.8          2.1
Saul Hymans, University of Michigan                   2.7          1.7
Mieczyslaw Karczmar, Deutsche Bank                    2.8          3.2
Kurt Karl, WEFA Group                                 2.6          2.3
Irwin Kellner, Chase Manhattan Bank                   2.6          2.3
D. Laufenberg, American Express Financial Advisors    3.2          3.4
Michelle Laughlin, Sanwa Securities                   3.0          3.2
Carol Leisenring, CoreStates Financial                2.7          2.5
Richard Lemmon, General Motors                        3.0          3.0
Mickey D. Levy, Nations Bank Capital Markets          2.6          2.4
David Littmann, Comerica Bank                         3.1          3.0
John Lonski, Moody's Investors Service                3.3          3.2
Paul McCulley, UBS Securities                         3.0          2.8
John McDevitt, 3M                                     2.6          2.5
Arnold Moskowitz, Moskowitz Capital                   3.1          3.5
John Mueller, LBMC, Inc.                              3.2          2.5
David Munro, High Frequency Economics                 3.0          2.5
Cad Palash, MCM MoneyWatch                            3.0          3.0
Nicholas Perna, Fleet Finl. Group                     3.3          3.3
Elliott Platt, Donaldson Lufkin & Jenrette            2.8          2.0
Mafia F. Ramirez, MF Ramirez, Inc.                    3.0          3.0
Donald Ratajczak Georgia State University             3.0          3.3
David Reser, Nomura Securities International          2.9          2.6
Allan Reynolds, Hudson Institute                      3.3          3.6
Richard Rippe, Prudential Securities                  3.1          3.3
A. Gary Schilling, Schilling & Go                     3.0          3.0
Allen Sinai, Lehman Brothers                          3.2          3.4
James Smith, University of Noah Carolina              2.1          1.9
Susan Sterne, Economic Analysis Assoc.                2.5          2.5
Donald Straszheim, Merrill Lynch                      2.7          2.3
Thomas Synott 3rd, U.S. Trust Co.                     3.3          3.4
John Williams, Bankers Trust                          3.0          3.1
Raymond Worseck, A.G. Edwards                         3.6          3.3
David Wyss, DRI/McGraw-Hill                           3.0          2.5
Edward Yardeni, Deutsche Margan Grenfell              2.2          2.0
Mark Zandi, Reginal Finl Associates                   3.0          3.2
                                                      ---          ---
Average                                               3.0%         2.9%
</TABLE>
                                                           
              Source: The Wall Street Journal, July 1, 1996, p. A2
           "A Sampling of Interest-Rate, Economic, and Currency Forecasts"

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



<PAGE>
HVS International, San Francisco, California              Income Capitalization 
                                                          Approach 102
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]



                    The preceding table shows inflation forecasts averaging
                    3.0% for the second half of 1996 and 2.9% for the first
                    half of 1997. On a regional basis, the following table
                    shows how the consumer price index for the urban consumer,
                    all items, has changed in the San Diego MSA area between
                    1990 and 1996.

                    -----------------------------------------------------------
                    CONSUMER PRICE INDEX - SAN DIEGO MSA
                    -----------------------------------------------------------
                                           CONSUMER            PERCENTAGE
                           YEAR           PRICE INDEX            CHANGE
                    -----------------------------------------------------------
                           1990              132.1                ---
                           1991              137.9                4.4 %
                           1992              142,5                3.3
                           1993              147.0                3.2
                           1994              148.7                1.2
                           1995              151.6                2.0
                           1996              155.1                2.3
   
                     Average Annual Compounded % Change 1990-96   2.7 %
  
                                 Source: Bureau of Labor Statistics
                    -----------------------------------------------------------

                    In consideration of these data, as well as other factors
                    such as the property's age and our assessment of probable
                    property appreciation levels, we have applied an underlying
                    inflation rate of 3.0% to all appropriate revenue and
                    expense items throughout the projection period. This
                    stabilized inflation rate takes into account normal,
                    recurring inflation cycles. Inflation is likely to
                    fluctuate above and below this level during the projection
                    period.

FIXED AND VARIABLE  In forecasting revenues and expenses for a lodging facility,
COMPONENT ANALYSIS  HVS International uses a fixed and variable component model.
                    The logic behind this model is based on the premise that
                    hotel revenue and expenses have a component that is fixed
                    and another component that varies directly with occupancy
                    and facility use. Therefore, a projection can be made by
                    taking a known level of revenue or expense and calculating
                    the fixed component, as well as the variable portion. The
                    fixed component is then held at a constant level, while the
                    variable component is adjusted for the percentage change
                    between the projected occupancy and facility use, which
                    produces the known level of revenue or expense.

                    The following table illustrates the revenue and expense
                    categories that can be projected using this fixed and
                    variable component model. These percentages show the
                    portion of each category that is typically fixed and

<PAGE>
HVS International, San Francisco, California              Income Capitalization 
                                                          Approach 103
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]



                    variable. The last column describes the basis for
                    calculating the percentage of variability.


- -------------------------------------------------------------------------------
RANGE OF FIXED AND VARIABLE RATIOS
- -------------------------------------------------------------------------------
REVENUE AND EXPENSE CATEGORY PERCENT FIXED PERCENT VARIABLE INDEX OF VARIABILITY
- -------------------------------------------------------------------------------
REVENUES
 Food & Beverage                 0  - 30%       70 - 100%   Occupancy/Local 
                                                            Demand
 Telephone                       10 - 40        60 - 90     Occupancy
 Other Income                    30 - 60        40 - 70     Occupancy
DEPARTMENTAL EXPENSES                         
 Rooms                           50 - 70        30 - 50     Occupancy
 Food & Beverage                 35 - 60        40 - 65     Food & Bev. Revenue
 Telephone                       55 - 75        25 - 45     Telephone Revenue
 Other Income                    40 - 60        40 - 60     Other Income
UNDISTRIBUTED OPERATING EXPENSES              
 Administrative & General        65 - 85        15 - 35     Total Revenue
 Management Fee                     0             100       Total Revenue
 Marketing                       65 - 85        15 - 35     Total Revenue
 Franchise Fees                     0             100       Rooms Revenue
 Repairs & Maintenance           55 - 75        25 - 45     Total Revenue
 Energy                          80 - 95        5  - 20     Total Revenue
FIXED EXPENSES                                
 Property Taxes                    100             0        Total Revenue
 Insurance                         100             0        Total Revenue
 Reserve for Replacement            0             100       Total Revenue
- -------------------------------------------------------------------------------
                                                                  
                    This forecast of revenue and expense is accomplished
                    through a step-by-step approach, following the format of
                    the Uniform System of Accounts for Hotels. Each category of
                    revenue and expense is estimated separately and combined at
                    the end in the final statement of income and expense.

FORECAST OF INCOME  The following description sets forth the basis for the
AND EXPENSE         forecast of income and expense. We anticipate that it will
                    take four years for the subject property to reach a
                    stabilized level of operation. The following text refers
                    directly to the two subsequent charts where the forecast of
                    income and expense is shown in greater detail through the
                    stabilized year (the first chart) and with lesser detail
                    through the 10-year projection period (the second chart).
                    In the detailed chart, revenue and expense figures are
                    shown as ratios to total

<PAGE>
HVS International, San Francisco, California              Income Capitalization 
                                                          Approach 104
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]



                    revenue, total available rooms (PAR), and total occupied
                    rooms (POR). In the 10-year chart, the figures are
                    expressed only as ratios to total revenue.

ROOMS REVENUE       Rooms revenue is determined by two variables: occupancy and
                    average room rate. In the section entitled "Occupancy and
                    Average Rate Analysis," we projected occupancy and average
                    rate for the subject property. The subject property is
                    expected to stabilize in the fourth projection year at an
                    occupancy rate of 82%. The subject's average rate is
                    expected to stabilize in the fifth projection year at
                    $286.05, reflecting improvement over historical levels due
                    to the extensive renovation. From the stabilized year
                    forward, the average rate is forecast to increase in line
                    with inflation, at 3.0% per year.

FOOD AND BEVERAGE   The subject property's food and beverage revenue is
REVENUE             generated by multiple food and beverage outlets as
                    discussed previously in this report, and the roughly 73,000
                    square feet of meeting space where catering charges are
                    generated. Food revenue at the subject property has
                    increased markedly in recent years due to the increase in
                    the subject's occupancy. Specifically, food revenue equated
                    to $19,049,000 or 57.3% of rooms revenue in 1995,
                    increasing to roundly $21,000,000 or 54.9% of rooms revenue
                    in 1996. In addition, food revenue increased through August
                    1997 to $14,490,000 or 49.6% of rooms revenue from
                    $13,762,000 or 52.65% of food revenue over the same period
                    in 1996. It is also important to note that the subject
                    property derives a large portion of its food and beverage
                    revenue from banquets and catering of group functions. In
                    addition, the subject enjoys a high capture rate of
                    in-house guests during all meal periods in its food and
                    beverage outlets. 

                    Similar to food revenue, an upward trend in beverage
                    revenue is currently in evidence. Based on the recent
                    trends and our forecasted increased in rooms revenue, we
                    have forecast food revenue to stabilize at 45.2% of rooms
                    revenue and beverage revenue to stabilize at 34.0% of food
                    revenue.

TELEPHONE REVENUE   Telephone revenue is derived from charges to guests for
                    local and long distance calls. The subject property's
                    telephone revenue has historically ranged from 3.0% to 3.5%
                    of rooms revenue. As we have forecast a significant
                    increase in rooms revenue, telephone revenue as a
                    percentage of rooms revenue is forecast to decrease to a
                    stabilized level of 3.0% in the fifth projection year.

<PAGE>
HVS International, San Francisco, California              Income Capitalization 
                                                          Approach 105
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]



RETAIL              Revenue Retail revenue at the subject property is generated
                    by the 11 gift shops and specialty shops the subject
                    property owns and operates. The subject property has
                    historically generated a high amount of revenue from these
                    areas, as Hotel Del Coronado signature merchandise is
                    popular among guests and visitors. In 1996, retail revenue
                    equated to $4,869,000. We have forecast retail revenue to
                    increase at the underlying rate of inflation of 3.0% per
                    annum throughout the projection period.

MINOR OPERATED      Minor operated departments include the subject's valet
DEPARTMENTS         service, business center, health club, and tennis club. In
                    1996, the subject's minor operated departments generated
                    $4,031,000 in revenue. We have forecast minor operated
                    departmental revenue at $4,275,000 in the first forecast
                    year, with inflationary increases expected thereafter.

RENTS AND OTHER     The subject property derives rents and other income from
INCOME              guest laundry, in-room movies, and from retail leases of
                    roughly 30 shops located in the property's galleria sector.
                    According to property management, all of the retail leases
                    have been occupied by the same tenants for some years and
                    are long term in nature. Net rents and other income equated
                    to $2,114,000 in 1996. We have forecast annual inflationary
                    increases in rents and other income throughout the
                    projection period.

ROOMS EXPENSE       Rooms expense consists of items relating to the sale and
                    upkeep of guestrooms and public space. Salaries, wages, and
                    employee benefits account for a substantial portion of this
                    category. Although the wages paid to maids and housemen
                    tend to be highly occupancy sensitive, they are somewhat
                    offset by the relatively fixed payroll for front desk
                    personnel, public area cleaners, the housekeeper, and the
                    assistant manager. The overall result is that salaries,
                    wages, and employee benefits are only moderately occupancy
                    sensitive.

                    Commissions and reservation expenses are usually based on
                    room sales and are, therefore, highly volume sensitive.
                    Linen, operating supplies, other operating expenses, and
                    uniforms are only slightly affected by changes in volume
                    and are classified as very slightly occupancy sensitive.

                    In 1996, the subject property's rooms departmental expenses
                    equated to 21.8% of rooms revenue, down from 23.8% in
                    1995. The decrease in this expense ratio is attributed to
                    the increase in rooms revenue. In future years, the subject
                    property's rooms departmental expense ratio is expected to
                    decrease further due to robust increases in rooms revenue.
                    Specifically,

<PAGE>
HVS International, San Francisco, California              Income Capitalization 
                                                          Approach 106
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]


                    we have forecast rooms expense at 21.7% in the first
                    forecast year, improving to 18.6% in the stabilized year.

FOOD AND BEVERAGE   Expenses for this department consist of items related to the
EXPENSE             operation of a hotel's food, beverage, and banquet
                    facilities. Cost of sales and payroll are moderately to
                    highly volume sensitive and comprise a substantial portion
                    of this category. Only very slightly volume sensitive are
                    china, glassware, and linen; operating supplies; other
                    operating expenses; and uniforms. Although the other
                    expense items are primarily fixed, they represent a
                    relatively insignificant factor.
                    
                    Because of the high portion of total revenues drawn from
                    banquets and the high capture rate of in-house guests, the
                    subject property's food and beverage expense ratio
                    historically has shown positive expense control, largely
                    due to the high volume of banquet business. In 1996,
                    departmental expenses decreased to 70.5% from 76.6% in
                    1995. In addition, through August 1997, food and beverage
                    expenses decreased to 65.3% from 69.8% through August
                    1996. As noted previously, overall occupancy is expected to
                    erode at the subject property in coming years. However,
                    banquet business is expected to remain strong. As such, we
                    have forecast food and beverage expenses to equate to 68.0%
                    of food and beverage revenues throughout the projection
                    period.

TELEPHONE EXPENSE   The subject property's telephone departmental expense has
                    also decreased of late, equating to 40.7% of departmental
                    revenue in 1996, down from 45.4% in 1995. In addition,
                    through August 1997, these expenses again decreased to
                    30.1% of revenue from 40.6% through August 1996. Based on
                    the historical results, we have forecast telephone expenses
                    at a stabilized level of 30.4% of telephone revenue.

RETAIL EXPENSES     The expenses of this department are comprised of the costs
                    of goods sold in the subject's gift and signature shops, as
                    well as labor costs. This departmental expense equated to
                    roughly 77.5% of departmental revenues in 1996. As such, we
                    have forecast a stabilized retail expense ratio of 77.8%.
    
MINOR OPERATED      Minor operated departments expense has historically equated
DEPARTMENTS EXPENSE to roughly 50% of departmental income. Our forecast is 
                    consistent with these trends, with a stabilized expense
                    ratio of 49.1% projected.

ADMINISTRATIVE AND  Administrative and general expenses include the salaries 
GENERAL EXPENSE     and wages of all administrative personnel not directly 
                    associated with a particular

<PAGE>
HVS International, San Francisco, California              Income Capitalization 
                                                          Approach 107
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]


                    department. Expense items related to the management and
                    operation of the property are also normally allocated to
                    this category.

                    Most administrative and general expenses are relatively
                    fixed. The exceptions are cash overages and shortages;
                    commissions on credit card charges; credit and collection
                    charges; provision for doubtful accounts, which are
                    moderately affected by the quantity of transactions or
                    total revenue; and salaries, wages, and benefits, which are
                    slightly influenced by volume.

                    Prior to 1995, as mentioned, the subject's owner carried
                    several non-hotel related expenses on the hotel's
                    statements. As such, administrative and general expenses
                    decreased markedly in 1995 when this practice was stopped.
                    The subject property's administrative and general expense
                    ratio decreased to $9,747 per available room in 1996 from
                    $9,983 per available room in 1995. This decrease is
                    attributable to the installing of Wyndham as manager of the
                    property in August 1996. In addition, these expenses again
                    decreased through August 1997 as Wyndham management
                    instituted more cost saving measures. As this appraisal
                    assumes professional management of the subject property, we
                    are of the opinion that administrative and general expenses
                    will remain at the most recent historical levels. As such,
                    we have forecast administrative and general expenses at
                    $10,051 per available room in the first forecast year,
                    increasing by 3.0% per annum, the underlying rate of
                    inflation, throughout the projection period.

MANAGEMENT FEES     As mentioned, prior to August 1996, no management fees were
                    deducted at the subject property as the hotel was owner
                    operated. In August 1996, Wyndham Hotels was installed as
                    the manager. Upon the most recent sale of the hotel, the new
                    owners installed Destination Hotels & Resorts as the
                    manager. The contract with DH&R calls for a management fee
                    payment of 1.5% of total revenue. In our experience,
                    management fees for hotels such as the subject property
                    typically equate to between 2.0% and 3.0% of total
                    revenues. As this appraisal assumes continued professional
                    management of the subject property, we have deducted
                    management fees at 2.5% of total revenues per year
                    throughout the projection period, indicative of industry
                    standards.
  
MARKETING EXPENSE   The marketing category is unique in that all of the expense
                    items, with the exception of franchise fees and
                    commissions, are totally controlled by management. Most
                    lodging facilities establish an annual marketing budget

<PAGE>
HVS International, San Francisco, California              Income Capitalization 
                                                          Approach 108
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]


                                                                                
                    which sets forth all planned expenditures. If the budget is
                    followed throughout the period, total marketing expenses
                    can be accurately forecast.

                    Although there is a lag period before results are realized,
                    marketing expenditures are unusual because the benefits are
                    often extended over a long period. Depending on the type
                    and scope of the advertising and promotion program
                    implemented, the lag time can be as short as a few weeks or
                    as long as several years. However, the positive results of
                    an effective marketing campaign tend to linger, and a
                    property often enjoys the benefits of a concentrated sales
                    effort for many months.

                    Marketing expenses at the subject property have been
                    decreasing over the past several years. Specifically,
                    marketing expenses equated to 4.7% of total revenue in 1995
                    and 4.0% of total revenue in 1996. In addition, through
                    August 1997, marketing expenses equated to 3.2% of total
                    revenue as compared to 3.9% of total revenue through August
                    1996. According to property management, marketing
                    expenditures have not been warranted due to high
                    occupancies and superb average rate growth. However, in the
                    future, we believe the subject property will need to be
                    continually marketed in order to maintain the forecasted
                    occupancy and average rate levels. In addition, property
                    management indicated marketing expenses will increase
                    subsequent to the property's pending renovation. It is
                    management's intention to highly publicize the improvements
                    and upgrades at the property. As such, we have forecast
                    marketing expenses at 4.0% in the first forecast year,
                    increasing to a stabilized level of 5.1% per year.
  

PROPERTY            Property operations and maintenance is another expense
OPERATIONS AND      category that is largely controlled by management. Except
MAINTENANCE EXPENSE for repairs that are necessary to keep the facility open
                    and to prevent damage (e.g., plumbing, heating, and
                    electrical), most maintenance items can be deferred for
                    varying lengths of time. All expense items in this category
                    are relatively fixed. Maintenance is an accumulating
                    expense. If management elects to postpone performing a
                    required procedure, the expenditure has not been eliminated
                    or saved, but only deferred payment until a later date.

                    The age of a lodging facility greatly influences the
                    required level of maintenance. A new or thoroughly
                    renovated property is protected for several years by modern
                    equipment and manufacturers' warranties. A well-organized
                    preventative maintenance system often helps delay
                    deterioration, but most facilities face higher property
                    operations and

<PAGE>
HVS International, San Francisco, California              Income Capitalization 
                                                          Approach 109
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]


                    maintenance costs each year, regardless of what the
                    occupancy trend might be.

                    Given the subject's age, the structure of its facilities,
                    and the subject's location on the Pacific Ocean and
                    subsequent exposure to sea water, property operations and
                    maintenance expenses have been very high historically.
                    However, the subject property is expected to embark on a
                    five-year, $53-million renovation and refurbishment project
                    in 1998. This project is expected to address several
                    cosmetic and structural issues at the property. As such, we
                    believe property operations and maintenance expenses will
                    be more effectively contained at the subject property in
                    future years. We have forecast these expenses at $5,644 per
                    available room in the first projection year increasing to
                    $6,552 per available room in the stabilized year. From the
                    stabilized year forward, property operations and
                    maintenance expenses are expected to increase in line with
                    inflation at 3.0% per annum.

Energy Expense      The significance of energy, costs to hotel operators has
                    increased considerably in the past several years. Public
                    areas and corridors, must be continually lighted and heated
                    or air conditioned, whether the house is full or serving
                    only one guest. The energy cost of an additional occupied
                    room (i.e., a few hours of light, television, and heat or
                    air conditioning) is minimal. The design and layout of a
                    lodging facility have a notable impact on the level of
                    energy expense it incurs. 

                    The subject property witnessed a large energy expense
                    decrease in 1995, due primarily to a streamlining and
                    centralization of the property's energy providing apparatus
                    in 1995. Specifically, the subject's power plant was
                    consolidated from two locations to one. Since then energy
                    expenses have increased only minimally from $2,239 per
                    available room in 1995 to $2,295 per available room in
                    1996. We have forecast energy expenses at $2,390 per
                    available room in the first projection year with
                    inflationary increases expected each year thereafter
  
Property Taxes      As described in the "Assessed Value and Taxes" section, the
                    subject property's 1995/96 property tax burden was
                    calculated iteratively based on the market value conclusion
                    reached via the income capitalization approach. The
                    first-year property tax is forecast at 1.00% of
                    $330,000,000, or $3,549,000. This tax level is projected to
                    increase by 2.0% per year thereafter, the maximum increase
                    under state law.

<PAGE>
HVS International, San Francisco, California              Income Capitalization 
                                                          Approach 110
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]



INSURANCE           The insurance expense category includes the cost of
                    insuring the building and its contents against damage or
                    destruction from fire, weather, sprinkler leakage, boiler
                    explosion, plate glass breakage, and so forth. Insurance
                    rates are based on many factors, including building design
                    and construction, fire detection and extinguishing
                    equipment, fire district, distance from fire house, and the
                    area's fire experience.

                    The subject property's historical 1996 insurance expense
                    equated to $721 per available room, an increase from the
                    1995 expense level of $503 per available room. The increase
                    is attributable to Travelers' belief that the property was
                    underinsured by the former owner of the property. The new
                    owners of the subject property indicated insurance expenses
                    are expected to increase to roundly $850,000 or $1,228 per
                    available room. As such, we have forecast insurance expense
                    at $1,228 per available room in the first projection year,
                    with inflationary gains projected thereafter.

RESERVE FOR         Furniture, fixtures, and equipment are essential to the
REPLACEMENT         operation of a lodging facility, and their quality often
                    influences the class of a property. Included in this
                    category are all non-real estate items that are normally
                    capitalized, not expensed. Furniture, fixtures, and
                    equipment are exposed to heavy use and must be replaced at
                    regular intervals. The useful life of these items is
                    determined by their quality, durability, and the amount of
                    guest traffic and use. Periodic replacement of furniture,
                    fixtures, and equipment is essential to maintain the
                    quality, image, and income of a lodging facility. Since
                    capitalized expenditures are not included in the operating
                    statement, but nevertheless affect an owner's cash flow, an
                    appraisal should reflect these expenses in the form of an
                    appropriate reserve for replacement. The annual deduction
                    of a reserve for replacement from the projected income
                    stream effectively provides for a return of furniture,
                    fixtures, and equipment.

                    In the current market, reserves for replacement are
                    typically deducted at between 3% and 5% of total revenue.
                    Considering the age and condition of the subject property's
                    building and personal property, we have deducted a reserve
                    for replacement equal to 5.0% of total revenues. The
                    magnitude of the deduction reflects the fact that the hotel
                    encompasses 692 guestrooms with facilities located in three
                    separate buildings constructed between 1888 and 1979,
                    situated over 27 acres of land.

                    In addition, as discussed in the "Description of the
                    Improvements" section of this report, the subject property
                    is scheduled to undergo a roundly

<PAGE>
HVS International, San Francisco, California              Income Capitalization 
                                                          Approach 111
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]



                    $53,000,000 capital improvement over the next five years.
                    The present value of this capital improvement (discounted
                    at a safe rate of 6.0%) was calculated to equate to roundly
                    $24,900,000, including monies held in the reserve for
                    replacement account. The $24,900,000 charge has been
                    deducted from our "as is" value conclusion to arrive at an
                    "as improved" value conclusion for the subject property.

CAPITAL LEASES      The subject property has historically carried capital
                    leases on phone and computer equipment. According to
                    property management, these lease expenses are expected to
                    decrease in the future due to the termination of the
                    property's phone lease. We have forecast this expense at
                    $158,000 in the first projection year with inflationary
                    increases anticipated thereafter.

FORECAST OF INCOME  Based on the preceding analyses, the forecast of income 
AND EXPENSE         and expense has been formulated. The first chart presented
                    below reflects a detailed presentation of the forecast
                    through the stabilized year, with the revenue and expense
                    items expressed in terms of both total available rooms
                    (PAR) and total occupied rooms (POR). Following the
                    forecast through the stabilized year is the 10-year
                    forecast of income and expense, presented with a lesser
                    degree of detail. The forecasts pertain to fiscal operating
                    years beginning October 28, 1997, and are expressed in
                    inflated dollars for each year, assuming an underlying
                    inflation rate of 3.0%. Note that the departmental expense
                    ratios are expressed as a ratio to departmental revenues.

<PAGE>
HVS International, San Francisco, California              Income Capitalization 
                                                          Approach 112
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]




<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
FORECAST OF INCOME AND EXPENSE THROUGH STABILIZED YEAR - HOTEL DEL CORONADO - CORONADO
- -------------------------------------------------------------------------------------------------------------
FISCAL YEAR:                        1997/98                              1998/99                             
NUMBER OF ROOMS:                        692                                  692                             
OCCUPANCY:                            85.0%                                85.0%                             
AVERAGE RATE:                       $214.03                              $233.93                             
OCCUPIED ROAMS:                     214.623                              214,693                             
                                    $(OOOs) % OF GROSS  PAR(1)   POR(2)  $(000s) % OF GROSS   PAR(1)  POR(2) 
- -------------------------------------------------------------------------------------------------------------
<S>                                  <C>       <C>     <C>       <C>      <C>       <C>      <C>      <C>    
DEPARTMENTAL REVENUE                                                    
 Rooms                              $45,951     50.0%  $66,403  $214.03  $50,223     51.4%   $72,577 $233.93 
 Food                                24,448     26.6    35,329   113.87   25,181     25.8     36,389  117.29 
 Beverage                             8,312      9.0    12,012    38.72    8,562      8.8     12,373   39.88 
 Telephone                            1,632      1.8     2,358     7.60    1,681      1.7      2,429    7.83 
 Retail                               5,154      5.6     7,448    24.01    5,309      5.4      7,672   24.73 
 Minor Op. Depts.                     4,275      4.6     6,178    19.91    4,403      4.5      6,363   20.51 
 Other Income                         2,238      2.4     3,234    10.42    2,305      2.4      3,331   10.74 
                                    -------     ----   -------  -------  -------     ----    ------- -------
  Total Revenues                     92,010    100.0   132,962   428.57   97,664    100.0    141,133  454.90 
DEPARTMENTAL EXPENSES*                                                                                        
 Rooms                                9,949     21.7    14,377    46.34   10,248     20.4     14,809   47.73 
 Food & Beverage                     22,277     68.0    32,192   103.76   22,945     68.0     33,158  106.87 
 Telephone                              487     29.8       704     2.27      502     29.9        725    2.34 
 Retail                               3,988     77.4     5,763    18.58    4,107     77.4      5,935   19.13 
 Minor Op. Depts.                     2,063     48.3     2,981     9.61    2,125     48.3      3,071    9.90 
                                    -------     ----   -------  -------  -------     ----    ------- ------- 
  Total Dept. Expenses               38,764     42.1    56,017   180.56   39,927     40.9     57,698  185.97 
DEPARTMENTAL INCOME                  53,246     57.9    76,945   248.01   57,737     59.1     83,435  268.93 
UNDISTRIBUTED OPERATING EXPENSES                                                                             
 Administrative & General             6,955      7.6    10,051    32,40    7,232      7.4     10,451   33.69 
 Management Fee                       2,300      2.5     3,324    10.71    2,442      2.5      3,529   11.37 
 Marketing                            3,695      4.0     5,339    17.21    5,122      5.2      7,402   23.86 
 Property Oper. & Maint.              3,905      4.2     5,644    18.19    4,192      4.3      6,058   19.53 
 Energy                               1,654      1.8     2,390     7.70    1,709      1.7      2,470    7.96 
                                    -------     ----   -------  -------  -------     ----    ------- -------   
  Total Operating Expenses           18,509     20.1    26,747    86.21  120,697     21.1     29,909   96.40 
HOUSE PROFIT                         34,737     37.8    50,198   161.80   37,040     38.0     53,526  172.53 
FIXED EXPENSES                                                                                               
 Property Taxes                       3,550      3.9     5,131    16.54    3,621      3.7      5,233   16.87 
 Insurance                              850      0.9     1,228     3.96      876      0.9      1,266    4.08 
 Reserve for Replacement              4,601      5.0     6,649    21.43    4,883      5.0      7,056   22.74 
 Capital Leases                         158      0.2       228     0.74      163      0.2        236    0.76 
                                    -------     ----   -------  -------  -------     ----    ------- -------   
  Total                               9,159     10.0    13,236    42.66    9,543      9.8     13,790   44.45   
NET INCOME                          $25,578     27.8%  $36,962  $119.14  $27,497     28.2%   $39,736 $128.08   
                                    =======     ====   =======  =======  =======     ====    ======= =======   

 *  Departmental expenses expressed as a percentage of departmental revenues
(1) Per Available Room                                                     
(2) Per Occupied Room
- -------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
FORECAST OF INCOME AND EXPENSE THROUGH STABILIZED YEAR - HOTEL DEL CORONADO - CORONADO
- ---------------------------------------------------------------------------------------------------------
FISCAL YEAR:                        1999/00                            2000/01
NUMBER OF ROOMS:                        692                                692
OCCUPANCY:                            83.0%                              $2.0%
AVERAGE RATE:                       $250.94                            $274.71
OCCUPIED ROAMS:                     209,641                            207,116
                                    $(000s) % OF GROSS  PAR(1)  POR(2) $(000s) % OF GROSS PAR(1)   POR(2)
- ---------------------------------------------------------------------------------------------------------
<S>                                 <C>         <C>    <C>      <C>    <C>       <C>     <C>       <C>   
DEPARTMENTAL REVENUE               
 Rooms                              $52,607      52.2% $76,022 $250.94 $56,897    53.7%  $82,221  $274.71
 Food                                25,478      25.3   36,818  121.53  26,006    24.5    37,581   125.56
 Beverage                             8,663       8.6   12,519   41.32   8,842     8.3    12,777    42.69
 Telephone                            1,695       1.7    2,449    8.09   1,727     1.6     2,496     8.34
 Retail                               5,429       5.4    7,845   25.90   5,572     5.3     8,052    26.90
 Minor Op. Depts.                     4,482       4.5    6,477   21.38   4,589     4.3     6,632    22.16
 Other Income                         2,357       2.3    3,406   11.24   2,419     2.3     3,496    11.68
                                    -------      ----  ------- ------- -------   ----    -------  -------
  Total Revenues                    100,711     100.0  145,536  480.40 106,052   100.0   153,254   512.04
DEPARTMENTAL EXPENSES                                                           
 Rooms                               10,455      19.9   15,108   49.87  10,718    18.8    15,488    51.75
 Food & Beverage                     23,216      68.0   33,549  110.74  23,697    68.0    34,244   114.41
 Telephone                              512      30.2      740    2.44     526    30.5       760     2.54
 Retail                               4,215      77.6    6,091   20.11   4,334    77.8     6,263    20.93
 Minor Op. Depts.                     2,189      48.8    3,163   10.44   2,255    49.1     3,259    10.89
                                    -------      ----  ------- ------- -------   ----    -------  -------
  Total Dept. Expenses               40,587      40.3   58,652  193.60  41,530    39.2    60,014   200.52
DEPARTMENTAL INCOME                  60,124      59.7   86,884  286.79  64,522    60.8    93,240   311.53
UNDISTRIBUTED OPERATING EXPENSES                                                
 Administrative & General             7,452       7.4   10,769   35.55   7,731    7.3     11,172    37.33
 Management Fee                       2,518       2.5    3,639   12.01   2,651    2.5      3,831    12.80
 Marketing                            5,278       5.2    7,627   25.18   5,475    5.2      7,912    26.43
 Property Oper. & Maint.              4,236       4.2    6,121   20.21   4,394    4.1      6,350    21.22
 Energy                               1,761       1.7    2,545    8.40   1,818    1.7      2,627     8.78
                                    -------      ----  ------- ------- -------   ----    -------  -------
  Total Operating Expenses           21,245      21.0   30,701  101.34  22,069   20.8     31,892   106.55
HOUSE PROFIT                         38,879      38.7   56,184  185.45  42,453   40.0     61,348   204.97
FIXED EXPENSES                                                                  
 Property Taxes                       3,693       3.7    5,337   17.62   3,767    3.6      5,444    18.19
 Insurance                              902       0.9    1,303    4.30     929    0.9      1,342     4.49
 Reserve for Replacement              5,036       5.0    7,277   24.02   5,303    5.0      7,663    25.60
 Capital Leases                         168       0.2      243    0.80     173    0.2        250     0.84
                                    -------      ----  ------- ------- -------   ----    -------  -------
  Total                               9,799       9.8   14,160   46.74  10,172    9.7     14,699    49.11
NET INCOME                          $29,080      28.9% $42,023 $138.71 $32,281   30.3%   $46,649  $155.86
                                    =======      ====  ======= ======= =======   ====    =======  =======

 *  Departmental expenses expressed as a percentage of departmental revenues
(1) Per Available Room                                                     
(2) Per Occupied Room
- ---------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
10-YEAR FORECAST OF INCOME AND EXPENSE - HOTEL DEL CORONADO - CORONADO
- -----------------------------------------------------------------------------------------------------------------------
FISCAL YEAR                       1997/99       1998/99         1999/00        2000/01        2001/02        2002/03   
                              -------------  -------------  -------------  -------------  -------------  ------------  
NUMBER OF ROOMS:                  692           692             692            692            692            692       
OCCUPIED ROOMS:               214,693       214,693         209,641        207,116        207,116        207,116       
OCCUPANCY:                      85.0%          85.0%          83.0%          82.0%          82.0%          82.0%       
AVERAGE RATE:                 $214.03        $233.93        $250.94        $274.71        $294.63        $294.63       
                                       % OF           % OF           % OF           % OF           % OF           % OF 
                              $(000s) GROSS  $(000s) GROSS  $(000s) GROSS  $(000s) GROSS  $(000s) GROSS  $(000s) GROSS 
- -----------------------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>   <C>      <C>   <C>      <C>   <C>      <C>   <C>      <C>   <C>     <C>   
DEPARTMENTAL REVENUE
 Rooms                        $45,951  50.0% $50,223  51.4% $52,607  52.2% $56,897  53.7% $59,245  53.9% $61,023  53.9%
 Food                          24,448  26.6   25,181  25.8   25,478  25.3   26,006  24.5   26,786  24.4   27,590  24.4 
 Beverage                       8,312   9.0    8,562   8.8    8,663   8.6    8,842   8.3    9,107   8.3    9,381   8.3 
 Telephone                      1,632   1.8    1,681   1.7    1,695   1.7    1,727   1.6    1,779   1.6    1,832   1.6 
 Retail                         5,154   5.6    5,309   5.4    5,429   5.4    5,572   5.3    5,739   5.2    5,911   5.2 
 Minor Op. Depts.               4,275   4.6    4,403   4.5    4,482   4.5    4,589   4.3    4,726   4.3    4,868   4.3 
 Other Income                   2,238   2.4    2,305   2.4    2,357   2.3    2,419   2.3    2,492   2.3    2,567   2.3 
                              -------------  -------------  -------------  -------------  -------------  -------------  
  Total                        92,010 100.0   97,664 100.0  100,711 100.0  106,052 100.0  109,874 100.0  113,172 100.0 
DEPT. EXPENSES*
 Rooms                          9,949  21.7   10,248  20.4   10,455  19.9   10,718  18.8   11,039  18.6   11,370  18.6 
 Food & Beverage               22,277  68.0   22,945  68.0   23,216  68.0   23,697  68.0   24,407  68.0   25,140  68.0 
 Telephone                        487  29.8      502  29.9      512  30.2      526  30.5      541  30.4      558  30.5 
 Retail                         3,988  77.4    4,107  77.4    4,215  77.6    4,334  77.8    4,464  77.8    4,598  77.8 
 Minor Op. Depts.               2,063  48.3    2,125  48.3    2,189  48.8    2,255  49.1    2,322  49.1    2,392  49.1 
                              -------------  -------------  -------------  -------------  -------------  -------------  
  Total                        38,764  42.1   39,927  40.9   40,587  40.3   41,530  39.2   42,773  38.9   44,058  38.9 
DEPT. INCOME                   53,246  57.9   57,737  59.1   60,124  59.7   64,522  60.8   67,101  61.1   69,114  61.1 
UNDISTRIBUTED OPER. EXPENSES
 Admin. & General               6,955   7.6    7,232   7.4    7,452   7.4    7,731   7.3    7,978   7,3    8,217   7.3  
 Managernent Fee                2,300   2.5    2,442   2.5    2,518   2.5    2,651   2.5    2,747   2.5    2,829   2.5  
 Marketing                      3,695   4.0    5,122   5.2    5,278   5.2    5,475   5.2    5,650   5.1    5,820   5.1  
 PO&M                           3,905   4.2    4,192   4.3    4,236   4.2    4,394   4.1    4,534   4.1    4,671   4.1  
 Energy                         1,654   1.8    1,709   1.7    1,761   1.7    1,818   1.7    1,874   1.7    1,930   1.7  
                              -------------  -------------  -------------  -------------  -------------  -------------  
  Total                        18,509  20.1   20,697  21.1   21,245  21.0   22,069  20.8   22,783  20.7   23,467  20.7  
HOUSE PROFIT                   34,737  37.8   37,040  38.0   38,879  38.7   42,453  40.0   44,318  40.4   45,647  40.4  
FIXED EXPENSES
 Property Taxes                 3,550   3.9    3,621   3.7    3,693   3.7    3,767   3.6    3,842   3.5    3,919   3.5  
 Insurance                        850   0.9      876   0.9      902   0.9      929   0.9      957   0.9      986   0.9  
 Reserve for Repl.              4,601   5.0    4,883   5.0    5,036   5.0    5,303   5.0    5,494   5.0    5,659   5.0  
 Capital Leases                   158   0.2      163   0.2      168   0.2      173   0.2      178   0.2      184   0.2  
                              -------------  -------------  -------------  -------------  -------------  -------------  
  Total                         9,159  10.0    9,543   9.8    9,799   9.8   10,172   9.7   10,471   9.6   10,748   9.6  
NET INCOME                    $25,578  27.8% $27,497  28.2% $29,080  28.9% $32,281  30.3% $33,847  30.8% $34,899  30.8% 
                              =============  =============  =============  =============  =============  =============  

*   Departmental expenses expressed as a percentage of departmental revenues
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
10-YEAR FORECAST OF INCOME AND EXPENSE - HOTEL DEL CORONADO - CORONADO
- ------------------------------------------------------------------------------------------
FISCAL YEAR                       2003/04         2004/05        2005/06        2006/07
                              --------------  -------------  -------------  -------------
NUMBER OF ROOMS:                  692             692            692            692
OCCUPIED ROOMS:               207,116         207,116        207,116        207,116
OCCUPANCY:                       82.0%          82.0%          82.0%          82.0%
AVERAGE RATE:                  $303.47        $312.57        $321.95        $331.61
                                        % OF           % OF           % OF           % OF
                               $(000s) GROSS  $(000s) GROSS  $(000s) GROSS  $(000s) GROSS
- ------------------------------------------------------------------------------------------
<S>                            <C>      <C>   <C>      <C>   <C>      <C>   <C>      <C> 
DEPARTMENTAL REVENUE
 Rooms                         $62,853  53.9% $64,739  53.9% $66,681  53.9% $68,682  53.9%
 Food                           28,417  24.4   29,270  24.4   30,148  24.4   31,052  24.4
 Beverage                        9,662   8.3    9,952   8.3   10,250   8.3   10,558   8.3
 Telephone                       1,887   1.6    1,944   1.6    2,002   1.6    2,062   1.6
 Retail                          6,089   5.2    6,271   5.2    6,459   5.2    6,653   5.2
 Minor Op. Depts.                5,014   4.3    5,164   4.3    5,319   4.3    5,479   4.3
 Other Income                    2,644   2.3    2,723   2.3    2,805   2.3    2,889   2.3
                               -------------  -------------  -------------  -------------
  Total                        116,566 100.0  120,063 100.0  123,664 100.0  127,375 100.0
DEPT. EXPENSES*
 Rooms                          11,711  18.6   12,063  18.6   12,425  18.6   12,797  18.6
 Food & Beverage                25,894  68.0   26,671  68.0   27,471  68.0   28,295  68.0
 Telephone                         574  30.4      592  30.5      609  30.4      627  30.4
 Retail                          4,736  77.8    4,878  77.8    5,024  77.8    5,175  77.8
 Minor Op. Depts.                2,464  49.1    2,538  49.1    2,614  49.1    2,692  49.1
                               -------------  -------------  -------------  -------------
  Total                         45,379  38.9   46,742  38.9   48,143  38.9   49,586  38.9
DEPT. INCOME                    71,187  61.1   73,321  61.1   75,521  61.1   77,789  61.1
UNDISTRIBUTED OPER. EXPENSES
 Admin. & General                8,464   7.3    8,718   7.3    8,979   7.3    9,248   7.3
 Managernent Fee                 2,914   2.5    3,002   2.5    3,092   2.5    3,184   2.5
 Marketing                       5,994   5.1    6,174   5.1    6,359   5.1    6,550   5.1
 PO&M                            4,811   4.1    4,955   4.1    5,104   4.1    5,257   4.1
 Energy                          1,988   1.7    2,048   1.7    2,109   1.7    2,172   1.7
                               -------------  -------------  -------------  -------------
  Total                         24,171  20.7   24,897  20.7   25,643  20.7   26,411  20.7
HOUSE PROFIT                    47,016  40.4   48,424  40.4   49,878  40.4   51,378  40.4
FIXED EXPENSES
 Property Taxes                  3,997   3.4    4,077   3.4    4,159   3.4    4,242   3.3
 Insurance                       1,015   0.9    1,046   0.9    1,077   0.9    1,109   0.9
 Reserve for Repl.               5,828   5.0    6,003   5.0    6,183   5.0    6,369   5.0
 Capital Leases                    189   0.2      195   0.2      201   0.2      207   0.2          
                               -------------  -------------  -------------  -------------
  Total                         11,029   9.5   11,321   9.5   11,620   9.5   11,927   9.4
NET INCOME                     $35,987  30.9% $37,103  30.9% $38,258  30.9% $39,451  31.0%
                               =============  =============  =============  =============

*   Departmental expenses expressed as a percentage of departmental revenues
- ------------------------------------------------------------------------------------------
</TABLE>

<PAGE>
HVS International, San Francisco, California              Income Capitalization 
                                                          Approach 114
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[HVS INTERNATIONAL LOGO]



CAPITALIZATION OF   The forecasted net income has been converted into an
NET INCOME INTO     estimate of market  value by a discounted cash flow,
MARKET VALUE        mortgage-equity capitalization technique.  It is the 
ESTIMATE            opinion of the appraisers that this technique is most
                    appropriate for valuing the subject property in that it
                    mirrors the actions of hotel investors who will typically
                    leverage their purchases with borrowed capital. Equity
                    generally makes up a smaller percentage (25% to 40%) and
                    mortgage financing makes up the majority (60% to 75%) of
                    the purchase price. The amounts and terms of available
                    mortgage financing and the rates of return that are
                    required to attract sufficient equity capital form the
                    basis for allocating the net income between the mortgage
                    and equity components and deriving a value estimate. 

                    Other investment parameters used by the appraisers in the
                    income capitalization approach include an overall
                    capitalization rate and total property yield. An overall
                    terminal capitalization rate is utilized to calculate the
                    property's reversionary sales proceeds at the end of the
                    assumed 10-year holding period in the discounted cash flow
                    analysis. Once the value of the property is estimated via
                    the mortgage-equity capitalization technique, the
                    appraisers perform analyses to cross-check the
                    appropriateness of the value estimate based upon other
                    market derived parameters. The overall capitalization rate
                    equating the subject's historical and first year's net
                    income to the estimated market value is compared with
                    overall rates derived from comparable hotel sales. The
                    total property yield, which is the discount rate equating
                    the hotel's forecasted net income before debt service to
                    the estimated market value, is also compared with total
                    property yields derived from comparable hotel sales.

MORTGAGE COMPONENT  Data for the mortgage component may be developed from
                    statistics of actual hotel mortgages made by long-term
                    permanent lenders. The American Council of Life Insurance,
                    which represents 20 large life insurance companies,
                    publishes quarterly information pertaining to the hotel
                    mortgages issued by its member companies. The following
                    table summarizes the average mortgage interest rates of the
                    hotel loans made by these lenders. In addition, the
                    corporate bond yield (as reported by Moody's Bond Record)
                    is shown for the purpose of comparison.

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HVS International, San Francisco, California              Income Capitalization 
                                                          Approach 115
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[HVS INTERNATIONAL LOGO]


                    -----------------------------------------------------------
                    AVERAGE INTEREST RATE AND CORPORATE BOND YIELD
                    -----------------------------------------------------------
                                                            AVERAGE A 
                                         AVERAGE            CORPORATE
                        PERIOD        INTEREST RATE         BOND YIELD
                    -----------------------------------------------------------
                    4th Quarter 1996       9.49%               7.54%
                    3rd Quarter 1996       8.96                7.90
                    2nd Quarter 1996       8.82                7.93
                    1st Quarter 1996       7.79                7.37
                    4th Quarter 1995       8.44                7.28
                    3rd Quarter 1995       8.61                7.67
                    2nd Quarter 1995       9.25                7.87
                    1st Quarter 1995       9.14                8.50
                    3rd Quarter 1994       9.64                8.48
                    2nd Quarter 1994       9.38                8.28
                    4th Quarter 1993       9.38                7.80
                    3rd Quarter 1993       8.41                7.28
                    2nd Quarter 1993      10.53                9.65
                    4th Quarter 1992       9.43                8.48
                    -----------------------------------------------------------
                                      
                    Because of the six to nine-month lag time inherent in
                    reporting and publishing hotel mortgage statistics, it is
                    necessary to update this information to reflect current
                    lending practices. Research by HVS International indicates
                    that there is a close mathematical relationship between the
                    average interest rate of a hotel mortgage and the
                    concurrent yield on an A Corporate bond. Through a
                    regression analysis, this relationship is expressed as
                    follows.

                                   Y = 2.776169 + 0.780914 X

                    Where:  Y = Estimated Hotel/Motel Mortgage Interest Rate
                            X = Current Average A Corporate Bond Yield

                    Interest rates have fluctuated in recent months. The
                    average yield on A corporate bonds, as reported by the
                    Moody's Bond Record, for October 1997, was 7.27%. Using a
                    factor of 7.27% in the above equation produces an estimated
                    hotel/motel interest rate (Y) of 8.5%.

                    In addition to the mortgage interest rate estimate derived
                    from this regression analysis, HVS International constantly
                    monitors the terms of hotel mortgage loans made by our
                    institutional lending clients. In the current market, hotel
                    projects are typically able to secure mortgage financing at
                    interest rates ranging from 8.0% to 10%, depending on the

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HVS International, San Francisco, California              Income Capitalization 
                                                          Approach 116
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[HVS INTERNATIONAL LOGO]



                    location, affiliation, operator, and loan-to-value ratio.
                    According to our discussions with lenders and brokers,
                    current interest rates for lodging properties range from
                    250 to 350 basis points over the corresponding yield on
                    U.S. treasury notes. The current 25-year treasury note
                    yield is 6.2%, indicating an interest rate range from 8.7%
                    to 9.7%.

                    Based on the preceding analysis of the current lodging
                    industry mortgage market and adjustments for specific
                    factors such as the property's location and local hotel
                    market conditions, it is our opinion that a 8.0% interest,
                    25-year amortization mortgage with a 0.092618 constant is
                    appropriate for the subject property. We are of the opinion
                    that a loan-to-value ratio of 75% of the hotel's market
                    value as determined by this appraisal is attainable in the
                    current lending environment. A direct correlation between
                    the interest rate and the loan-to-value ratio exists, where
                    at a lower interest rate, a lower loan-to-value ratio is
                    applied.

EQUITY COMPONENT    The remaining capital required for a hotel investment
                    generally comes from the equity investor. The rate of
                    return that an equity investor expects over a 10-year
                    holding period is known as the equity yield. Unlike the
                    equity dividend, which is a short-term rate of return, an
                    equity yield specifically considers a long-term holding
                    period (generally 10 years), annual inflation-adjusted cash
                    flows, property appreciation, mortgage amortization, and
                    proceeds from a sale at the end of the holding period.

                    It is difficult to quantify the rate of return required by
                    equity investors who are seeking to purchase hotel
                    properties. To establish an appropriate equity yield rate,
                    HVS International uses two sources of data: hotel sales and
                    investor surveys.

                    HOTEL SALES - In the following chart, equity yield rates
                    pertaining to the sales of various hotels are detailed, as
                    well as total property yields (i.e., discount rates) and
                    overall capitalization rates based on the forecasted net
                    income for the first projection year. HVS International
                    appraised each of these hotels prior to sale and derived
                    the following indicators based on actual sales price and
                    our forecast of net income. Debt component variables
                    (interest rate and loan-to-value ratio) are based on those
                    assumed for the respective appraisals. Note that a
                    discussion of the discount rates and overall capitalization
                    rates is also included in the following narrative.

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HVS International, San Francisco, California              Income Capitalization 
                                                          Approach 117
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[HVS INTERNATIONAL LOGO]

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
SUMMARY OF DERIVED RATES AND YIELDS
- ----------------------------------------------------------------------------------------------------
                                                           DATE OF  GOING-IN  TOTAL  PROPERTY EQUITY
HOTEL                           CITY               STATE     SALE      RATE   YIELD       YIELD
- ----------------------------------------------------------------------------------------------------
<S>                             <C>                <C>     <C>        <C>     <C>      <C>  
Ramada Hotel SFO                So. San Francisco    CA     Jul-97      7.7%   13.6%       20.0%
Holiday Inn SFO                 So. San Francisco    CA     Jul-97     11.7    14.2        22.8
Hotel Nikko                     Atlanta              GA     Feb-97     10.4    13.6        20.1
Hotel Inter-Continental         Los Angeles          CA     Jan-97      6.4    13.4        18.3
Marriott's Casa Marina Resort   Key West             FL     Jan-97      9.2    12.6        18.3
Westwood Marquis                Los Angeles          CA     Jan-97      2.6    12.2        15.1
Grand Hyatt Hotel               San Francisco        CA     Jan-97      7.8    11.2        15.0
Hollywood Palm                  Hollywood            CA     Dec-96      5.0    13.8        20.5
Howard Johnson Pickwick         San Francisco        CA     Nov-96      7.3    10.9        12.5
Hilton Hotel                    Allentown            PA     Oct-96     10.0    12.2        18.9
Summerhouse Inn                 La Jolla             CA     Oct-96      8.8    13.5        19.3
The Marque of Atlanta           Atlanta              GA     Aug-96     10.9    14.8        25.7
Doubletree Grand Hotel          Bloomington          MN     Aug-96     11.3    13.3        22.0
Hotel Park Tucson               Tucson               AZ     Aug-96      7.0    12.3        18.3
Westin Hotel                    Waltham              MA     Aug-96     10.8    13.5        20.8
Arlington Park Hilton           Arlington Heights    IL     Aug-96     15.0    15.2        28.9
Doubletree LAX                  Los Angeles          CA     Aug-96     10.5    16.4        29.8
Sheraton Metrodome              Minneapolis          MN     Aug-96     11.2    13.1        21.5
Rra Carton                      Kansas City          MO     Aug-96      8.2    10.9        14.9
Doubletree Hotel                Atlanta              GA     Aug-96      8.8    10.6        14.2
Ritz Carton                     Philadelphia         PA     Aug-96      9.7    13.8        22.8
Sheraton Needham                Needham              MA     Aug-96     12.5    15.0        26.8
Doubletree Horton Plaza         San Diego            CA     Aug-96      9.5    12.1        18.5
Radisson Marque                 Winston-Salem        NC     Aug-96      5.5    13.5        20.4
Embassy Suites                  St. Louis            MO     Aug-96     10.2    14.7        25.3
Los Angeles Biltmore Hotel      Los Angeles          CA     Jun-96      4.9    13.4        17.4
The Copley Plaza                Boston               MA     Jun-96      8.3     9.9        11.7
Residence Inn                   Hunt Valley          MD     Jun-96     12.3    13.6        18.3
Hyatt Newporter                 Newport Beach        CA     Apr-96     17.0    19.4        33.6
West Coast Hotel                Long Beach           CA     Apr-96      1.8    13.4        18.6
Hilton Hotel                    Del Mar              CA     Mar-96     12.6    18.4        31.7
Embassy Suites                  Lompoc               CA     Feb-96     12.8    16.7        25.8
Warner Center Marriott          Woodland Hills       CA     Dec-95      9.1    11.7        14.8
Embassy Suites                  Schaumburg           IL     Dec-95     ----    13.5        18.9
Doubletree Suites               Valley Forge         PA     Dec-95     10.4    15.5        10.7
Westin Bonaventure              Los Angeles          CA     Dec-95      1.9    17.8        24.2
Marriott Hotel                  Tysons Corner        VA     Dec-95      8.9    13.1        18.0
Ft. Lauderdale Airport Hilton   Dania                FL     Dec-95     14.5    22.2        36.8
Ft. Lauderdale Airport Sheraton Dania                FL     Dec-95      7.3     9.0         9.1
Marriott Hotel                  Andover              MA     Dec-95     10.2    13.5        19.2
Hilton at the Club              Pleasanton           CA     Dec-95     10.5    13.4        17.0
Terrace Garden Inn              Atlanta              GA     Oct-95     11.2    16.0        26.1
Residence Inn                   Atlanta              GA     Oct-95      9.6    10.0        10.2
High Mesa Inn                   Santa Fe             NM     Sep-95     13.6    17.7        30.4
DFW Marriott                    Irving               TX     Jul-95     12.6    15.3        24.6
Hotel Millenium                 New York             NY     Jun-95      9.5    14.1        23.0
Residence Inn                   Overland Park        KS     Jun-95      8.9    14.7        20.8
The Plaza                       New York             NY     Jun-95      7.0    11.0        14.0
Residence Inn                   Des Moines           IA     Jun-95      9.8    14.1        19.6
Residence Inn                   Baton Rouge          LA     Jun-95     12.7    14.8        21.2
Residence Inn                   Lincoln              NE     Jun-95     ----    13.7        18.5
Residence Inn                   Kansas City          MO     Jun-95     10.4    13.2        19.8
                                                                                      
                                 Source: HVS International                                  
- ---------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>
HVS International, San Francisco, California              Income Capitalization 
                                                          Approach 118
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[HVS INTERNATIONAL LOGO]


                    Investor Surveys - In the addenda to this appraisal are
                    photocopied pages from three recent investor surveys:
                    Korpacz Real Estate Investor Survey for the third quarter
                    of 1997; Landauer Hospitality Services' Hotel Investment
                    Outlook for the first half of 1997; and CB Commercial's
                    National Investor Survey for the first quarter of 1997. The
                    measured yields and other parameters vary from survey to
                    survey, but include equity yield rates (alternately known
                    as "leveraged" yield rates), discount rates (alternately
                    known as "free and clear" equity internal rates of return),
                    and terminal capitalization rates (alternately known as
                    "exit" or "reversion" capitalization rates). The following
                    chart summarizes the range of equity yield, total property
                    yield, and terminal capitalization rates indicated by the
                    hotel sales and the investor surveys included in the
                    addenda. Where data has been specified, the parameters
                    apply to full-service hotels. (Change to limited-service or
                    luxury, if appropriate)

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
SUMMARY OF INVESTOR PARAMETERS
- -----------------------------------------------------------------------------------
                       EQUITY YIELD RATE  DISCOUNT RATE TERMINAL RATE OVERALL RATE
SOURCE                      AVERAGE          AVERAGE       AVERAGE       AVERAGE 
- -----------------------------------------------------------------------------------
<S>                      <C>              <C>               <C>       <C>         
HVS/Hotel Sales           2.2% - 32.0%     7.2% - 21.1%      (1)       1.4% - 17.0 

Landauer Survey          15.0% - 25.0%    12.0% - 16.0%  9.0% - 12.0%  7.5% - 13.0 
All Hotels - 1997            18.67%           13.50%        10.85%         9.45%

Korpacz Survey                             8.0% - 16.0%  8.0% - 12.0%  7.0% - 11.0 
Luxury Hotel Market           (1)             12.80%        9.50%          8.80% 
3rd Quarter, 1997 

CB Commercial Survey          (1)         12.0% - 13.5%  9.0% - 11.0%  9.0% - 10.5 
Class A - 1st Quarter, 1997                   12.70%        10.10%         9.90%

(1) Not reported by Survey
- -----------------------------------------------------------------------------------
</TABLE>


                    EQUITY YIELD RATE

                    Among the surveys, equity yield rates range from 15.0% to
                    25.0%, with the Landauer survey reporting an average of
                    18.67%. Korpacz and CB Commercial did not report equity
                    yields. Our selection of an equity yield rate is based on
                    the assumed debt parameters, the risk inherent in achieving
                    the projected income stream, and the age, condition, and
                    location of the subject property. It is our opinion that
                    the equity market would require a

<PAGE>
HVS International, San Francisco, California              Income Capitalization 
                                                          Approach 119
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[HVS INTERNATIONAL LOGO]


                    17.0% return over an assumed 10-year holding period.
                    Implicit in the equity yield rate is the anticipated
                    receipt of all future before-tax benefits accruing to the
                    equity position, which include increasing annual dividends
                    resulting from inflation and, ultimately, equity build-up
                    resulting from property appreciation and debt amortization.

                    DISCOUNT RATE

                    Among the surveys, discount rates range from 8.0% to 16.0%,
                    with survey averages of 13.5% (Landauer), 12.8% (Korpacz),
                    and 12.7% (CB Commercial) reported. As will be proven later
                    in this section, the assumed debt and equity rates of
                    return result in a discount rate of 11.3%. Both the applied
                    equity yield rate and the imputed discount rate are
                    considered to be well supported by the preceding market
                    data.

                    TERMINAL CAPITALIZATION RATE

                    Inherent in this valuation process is the assumption of a
                    sale at the end of the 10-year holding period. The
                    estimated reversionary sales price as of this date is
                    calculated by capitalizing the 11th year's net income by an
                    overall terminal capitalization rate. An allocation for the
                    seller's brokerage and legal fees is deducted from this
                    sales price, and the net proceeds to the equity interest
                    (also known as the equity residual) are calculated by
                    deducting the outstanding mortgage balance from the
                    reversion. Among the surveys, terminal capitalization rates
                    range from 8.0% to 12.0%, with survey averages of 10.85%
                    (Landauer), 9.5% (Korpacz), and 10.1% (CB Commercial)
                    reported for luxury hotels. Based on the subject property's
                    location, age, condition, and historic nature, we have
                    applied a terminal capitakation rate of 8.0%.

VALUATION OF        The terms and loan-to-value ratio of current financing
MORTGAGE            applicable to the subject property have been selected.
AND EQUITY          However, the annual debt service and resultant net
COMPONENTS          income to equity cannot be calculated without knowing the
                    property's total value, the very unknown which we are
                    attempting to calculate. In essence, the property's value
                    must be determined by forecasting net income available for
                    debt service, and by calculating, through an iterative
                    process, the amount of the mortgage which the net income is
                    capable of supporting at the assumed interest rate and a
                    specified loan-to-value ratio. 

                    The property's value may also be calculated directly 
                    through the Simultaneous Valuation Formula. Given the known
                    variables of equity

<PAGE>
HVS International, San Francisco, California              Income Capitalization 
                                                          Approach 120
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[HVS INTERNATIONAL LOGO]


                    investor yield requirements, two equations may be set up to
                    simultaneously solve for the unknown value.

                    To illustrate the Simultaneous Valuation Formula, the
                    following symbols are used:

                       NI    = Net income available for debt service
                       V     = Value
                       M     = Loan-to-value ratio
                       f     = Annual debt service constant
                       n     = Number of years in the projection period
                       d(e)  = Annual cash available to equity
                       d(r)  = Residual equity value
                       b     = Brokerage and legal cost percentage
                       P     = Fraction of the loan paid off during the 
                               projection period
                       f(p)  = Annual constant required to amortize the entire 
                               loan during the projection period
                       R(r)  = Overall terminal capitalization rate
                               applied to the net income to calculate the
                               total property reversion (sales price at
                               the end of the projection period)
                       1/S(n)= Current worth of a $1 factor (discount
                               factor) at the equity yield rate
                       *P    = (f-i)/(fp-i) where i=interest rate of mortgage
                       **S   = 1 + i where i = equity yield rate
                    
                                                                                
EQUATION #1         Calculation of annual cash flow to equity (equity
                    dividend and reversion):

                                          NI1 - (f x M x V) de1
  
                                          NI2 - (f x M x V) de2...
  
                                      ... NI10 - (f x M x V) = de10

                              (NI11/Rr) - (b (NI11/Rr) - ((1 - P) x M x V) = dr

<PAGE>
HVS International, San Francisco, California              Income Capitalization 
                                                          Approach 121
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[HVS INTERNATIONAL LOGO]


EQUATION #2         Calculation of equity as sum of discounted cash flows:

                    (de1 x 1/S1) + (de2 X 1/S2) + ... + (de10 x l/S10) + 
                                      (dr x 1/S10) = (1 - M) V

SIMULTANEOUS        Combination of Equations #1 and #2:
VALUATION FORMULA
                        ((NI1 - (f x M x V)) 1/S1) + ((NI2 - (f x M x V)) 
 
                           1/S2) + ... ((NI10 - (f x M x V)) 1/S10) +

                     (((NI11/Rr) - (b (NI11/Rr)) - ((1 - P) x M x V)) 1/S10) = 

                                            (1 - M) V

                    The following values are assigned to the variable
                    components for the purposes of this valuation,

                        Loan-To-Value Ratio                  M        75.0%
                        Debt Service Constant                f     0.092618
                        Equity Yield                       1/Sn       17.0%
                        Brokerage and Legal Fees             b         2.0%
                        Annual Constant Required to  
                         Amortize the Loan in 10 Years       fp    0.145593
                        Loaded Terminal Capitalization Rate  Rr       9.00%
                    
                    FORECAST OF NET INCOME

                    -----------------------------------------------------------
                      YEAR                                   NET INCOME
                    -----------------------------------------------------------
                       1                 =                  $25.578,000
                       2                 =                   27,497,000
                       3                 =                   29,080,000
                       4                 =                   32,281,000
                       5                 =                   33,847,000
                       6                 =                   34,899,000
                       7                 =                   35,987,000
                       8                 =                   37,103,000
                       9                 =                   38,258,000
                      10                 =                   39,451,000
                      11*                =                   45,004,000
                   
                    * Net income before property taxes
                    -----------------------------------------------------------

<PAGE>
HVS International, San Francisco, California              Income Capitalization 
                                                          Approach 122
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]


                    The Simultaneous Valuation Formula is applied to the
                    subject property's forecasted net income as follows.

                    Intermediary calculations:

                         (f x M x V) = 0.092618 x 0.75 x V = 0.069463 V

                    P = ( 0.092618 - 0.080 ) / ( 0.145593 - 0.080 ) = 0.192367
 
                    Expressing formula in terms of V:

                         (25,578,000 -      0.069463 V) x    0.854701  +
                         (27,497,000 -      0.069463 V) x    0.730514  +
                         (29,080,000 -      0.069463 V) x    0.624371  +
                         (32,281,000 -      0.069463 V) x    0.533650  +
                         (33,847,000 -      0.069463 V) x    0.456111  +
                         (34,899,000 -      0.069463 V) x    0.389839  +
                         (35,987,000 -      0.069463 V) x    0.333195  +
                         (37,103,000 -      0.069463 V) x    0.284782  +
                         (38,258,000 -      0.069463 V) x    0.243404  +
                         (39,451,000 -      0.069463 V) x    0.208037  +
   
                     (((45,004,000 / 0.090 )-( 0.02 x ( 45,004,000 / 0.090 )) -

                     (( 1 - 0.192367 ) x 0.75 x V)) x 0208037 ) = ( 1 - 0.75 )V

<PAGE>
HVS International, San Francisco, California              Income Capitalization 
                                                          Approach 123
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]



                    Like terms are combined and the equation is solved for "V":

                         $266,061,923 -   0.499376 V = (1 - 0.75)V
                                        $266,061,923 = 0.74938 V
                                                   V = $266,061,923 / 0.74938
                                                   V = $355,044,454

                          Total Property Value as
                          Indicated by the Income
                       Capitalization Approach (Say) = $355,000,000

CAPITAL DEDUCTION   From the preceding value conclusion, the appraisers are
                    obligated to deduct necessary capital expenditures in order
                    to present an "as is" market value. As noted in the
                    "Description of the Improvements" section of this report,
                    the subject property is to undergo a capital improvement
                    spanning five years at a cost of $53,000,000. After taking
                    into consideration the projection of a 5.0% per year
                    reserve and discounting the second through fifth years'
                    estimated capital improvement budget at a safe rate of
                    6.0%, the total capital deduction equates to roundly
                    $24,900,000. This expenditure has been deducted from the
                    preceding value indication as follows in order to calculate
                    a final market value conclusion via the income
                    capitalization approach.

                      "As Improved" Market Value Conclusion       $355,044,000

                      Less: Capital Expenditure                     24,900,000
                                                                  ------------

                      "As Is" Market Value Conclusion              330,144,000

                                                            (Say) $330,000,000

                    The "as improved" value estimate, as determined by the
                    Simultaneous Valuation Formula, may be mathematically
                    proven by discounting the net income to equity at the
                    equity yield rate. Annual deductions for debt service are
                    derived based on the mortgage terms.

<PAGE>
HVS International, San Francisco, California              Income Capitalization 
                                                          Approach 124
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]



                                    Mortgage Component (75%)    $266,283,000
                                    Equity Component (25%)        88,761,000
                                                                ------------
                                     Total                      $355,044,000

                                    Mortgage Component          $266,283,000
                                    Mortgage Constant               0.092618
                                                                ------------
                                    Annual Debt Service          $24,662,585

                    The 11-year forecast of net income and 10-year forecast of
                    net income to equity are presented in the following table.

<PAGE>

[HVS INTERNATIONAL LOGO]


<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
11-YEAR FORECAST OF NET INCOME AND 10-YEAR FORECAST OF NET INCOME TO EQUITY
- ----------------------------------------------------------------------------------------------------------------------------
                    1997/98  1998/99  1999/00  2000/01   2001/02   2002/03   2003/04   2004/05   2005/06   2006/07  2007/08
- ----------------------------------------------------------------------------------------------------------------------------
<S>                 <C>      <C>      <C>      <C>       <C>       <C>       <C>       <C>       <C>       <C>      <C>    
Occupancy                85%      85%      83%      82%       82%       82%       82%       82%       82%       82%      82%
Average Rate        $214.03  $233.93  $250.94  $274.71   $286.05   $294.63   $303.47   $312.57   $321.95   $331.61  $341.56
Net Income Before
Debt Service        $25,578  $27,497  $29,080  $32,281   $33,847   $34,899   $35,987   $37,103   $38,258   $39,451  $45,004*
Less: Debt Service   24,663   24,663   24,663   24,663    24,663    24,663    24,663    24,663    24,663    24,663 
                    -------  -------  -------  -------   -------   -------   -------   -------   -------   -------  
Net Income to Equity   $915   $2,834   $4,417   $7,618    $9,184   $10,236   $11,324   $12,440   $13,595   $14,788
Debt Coverage Ratio    1.04     1.11     1.18     1.31      1.37      1.42      1.46      1.50      1.55      1.60
Cash-on-Cash Return     1.0%      12%     5.0%     8.6%     10.3%     11.5%     12.8%     14.0%     15.3%     16.7%

                                                                                
                                                                                
* The 11th year's net income is projected prior to the deduction of real estate
  taxes. The overall going-out rate used to capitalize the 11th year's net
  income is loaded with the applicable real estate tax rate to derive a 
  reversionary  value estimate, as of the end of year 10, which takes into 
  account reassessments, of the property upon sale.

- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>
HVS International, San Francisco, California              Income Capitalization 
                                                          Approach 126
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]



                    The debt coverage ratio and cash-on-cash return calculated
                    in the fifth projection year (stabilized year) are
                    considered acceptable returns in the current market. It is
                    important to note, the subject property's pending
                    renovation is expected to considerably increase its value
                    as average rate levels are expected to improve. The net
                    proceeds to equity upon sale of the property are determined
                    by deducting sales expenses (brokerage and legal fees) and
                    the outstanding mortgage balance.

                    The equity residual at the end of the 10th year is
                    calculated by deducting brokerage and legal fees and the
                    mortgage balance from the reversionary value. The
                    reversionary value is calculated as the 11th year's net
                    income (prior to property taxes, if in California)
                    capitalized by the terminal capitalization rate (loaded
                    with the stabilized property tax rate, if in California).
                    The calculation is shown as follows.

                       Reversionary Value  ( $45,004,000 /0.0900 ) $500,044,000
                       Less: 
                         Brokerage and Legal Fees                    10,001,000
                         Mortgage Balance                           215,059,000
                                                                  -------------
                           Net Sale Proceeds to Equity             $274,984,000

                                                                                
                    The overall property yield (before debt service), the yield
                    to the lender, and the yield to the equity position have
                    been calculated by computer with the following results.

                    -----------------------------------------------------------
                    OVERALL PROPERTY YIELDS
                    -----------------------------------------------------------
                                                      PROJECTED YIELD
                                                  (INTERNAL RATE OF RETURN)
                    POSITION            VALUE    OVER 10-YEAR HOLDING PERIOD
                    -----------------------------------------------------------
                    Total Property  $355,044,000           11.3 %
                    Mortgage         266,283,000            7.9
                    Equity            88,761,000           17.0

                    * Whereas the mortgage constant and value are calculated on
                      the basis of monthly mortgage payments, the yield in this
                      proof assumes single annual payments. As a result, the
                      proof's derived yield is slightly less than that actually
                      input.
                    -----------------------------------------------------------
  
                    Based on the quality of the subject property, its location
                    and competitive environment, and all factors having an
                    impact on the economic viability of

<PAGE>
HVS International, San Francisco, California              Income Capitalization 
                                                          Approach 127
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]


                    the project, we believe that these internal rates of return
                    are reasonable. The discounted cash flow procedure
                    substantiating the yield to each position is presented as
                    follows.

- -------------------------------------------------------------------------------
TOTAL PROPERTY YIELD
- -------------------------------------------------------------------------------
       NET INCOME BEFORE                    PRESENT WORTH OF $1     DISCOUNTED
YEAR     DEBT SERVICE                          FACTOR @ 11.3%       CASH FLOW
- -------------------------------------------------------------------------------
1997/98  $ 25,577,555          x                  0.898708        $  22,987,000
1998/99    27,497,000          x                  0.807677           22,209,000
1999/00    29,080,000          x                  0.725866           21,108,000
2000/01    32,281,000          x                  0.652342           21,058,000
2001/02    33,847,000          x                  0.586265           19,843,000
2002/03    34,899,000          x                  0.526881           18,388,000
2003/04    35,987,000          x                  0.473512           17,040,000
2004/05    37,103,000          x                  0.425549           15,789,000
2005/06    38,258,000          x                  0.382445           14,632,000
2006/07   529,495,000*         x                  0.343706          181,991,000
                                                                  -------------
                                      Total Property Value        $ 355,045,000
                                                               
* 1Oth year net income of $39,451,000   plus sales proceeds of    $ 490,044,000

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


- -------------------------------------------------------------------------------
MORTGAGE COMPONENT YIELD
- -------------------------------------------------------------------------------
           TOTAL ANNUAL                   PRESENT WORTH OF $1       DISCOUNTED
YEAR       DEBT SERVICE                        FACTOR @ 7.9%        CASH FLOW
- -------------------------------------------------------------------------------
1997/98   $ 24,663,000          x                 0.926530        $  22,851,000
1998/99     24,663,000          x                 0.858458           21,172,000
1999/00     24,663,000          x                 0.795387           19,617,000
2000/01     24,663,000          x                 0.736950           18,175,000
2001/02     24,663,000          x                 0.682806           16,840,000
2002/03     24,663,000          x                 0.632640           15,603,000
2003/04     24,663,000          x                 0.586160           14,456,000
2004/05     24,663,000          x                 0.543095           13,394,000
2005/06     24,663,000          x                 0.503194           12,410,000
2006/07    239,722,000*         x                 0.466224          111,764,000
                                                                  -------------
                               Value Of Mortgage Component        $ 266,282,000

* 10th year debt service of $24,663,000 plus outstanding 
  mortgage balance of $ 215,059,000
- -------------------------------------------------------------------------------

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HVS International, San Francisco, California              Income Capitalization 
                                                          Approach 128
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]


- -------------------------------------------------------------------------------
    EQUITY COMPONENT YIELD
- -------------------------------------------------------------------------------
            NET INCOME                      PRESENT WORTH OF $1      DISCOUNTED
YEAR         TO EQUITY                         FACTOR @ 17.0%        CASH FLOW
- -------------------------------------------------------------------------------
1997/98    $    915,000         x                 0.854699        $     782,000
1998/99       2,834,000         x                 0.730510            2,070,000
1999/00       4,417,000         x                 0.624366            2,758,000
2000/01       7,618,000         x                 0.533645            4,065,000
2001/02       9,184,000         x                 0.456106            4,189,000
2002/03      10,236,000         x                 0,389833            3,990,000
2003/04      11,324,000         x                 0.333190            3,773,000
2004/05      12,440,000         x                 0.284777            3,543,000
2005/06      13,595,000         x                 0.243399            3,309,000
2006/07     289,772,000*        x                 0.208033           60,282,000
                                                                  -------------
                                 Value of Equity Component        $  88,761,000

* 10th year not income to equity of $14,788,000 plus sales 
  proceeds of $ 274,984,000

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

CAPITALIZATION      In the review of rates of return derived from hotel sales,
RATES               the overall capitalization rates based on first-year net
                    income ranged from 1.4% to 17.0%. In Landauer Hospitality
                    Services' Hotel Investment Outlook for the first half of
                    1997, a survey of hotel investors rendered a range of
                    overall capitalization rates from 7.5% to 13.0%, with a
                    survey average of 9.45%. In the Korpacz Real Estate
                    Investor Survey, free and clear equity capitalizafion rates
                    for luxury hotels ranged from 7.0% to 11.0%, with a survey
                    average of 8.8%. In CB Commercial's National Investor
                    Survey, going-in overall capitalization rates ranged from
                    9.0% to 10.5%, with a survey average of 9.9%.

                    The following chart shows how overall capitalization rates
                    for the subject property have been derived based on our
                    estimate of market value via the income capitalization
                    approach. Note that in the following chart, historical 1996
                    net income has been adjusted to reflect a management fee
                    equal to 3.5% of total revenues and a reserve for
                    replacement equal to 5.0% of total revenues, consistent
                    with the premise of the forecast. Also, the stabilized
                    year's net income has been deflated to first-year dollars
                    at the underlying 3.0% inflation rate.

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HVS International, San Francisco, California              Income Capitalization 
                                                          Approach 129
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]



                    -----------------------------------------------------------
                    OVERALL CAPITALIZATION RATES
                    -----------------------------------------------------------
                                        NET OPERATING          OVERALL
                    YEAR                   INCOME         CAPITALIZATION RATE
                    -----------------------------------------------------------
                    1996 Historical      $19,690,000              5.5%
                    Forecast 1997/98      25,578,000              7.2
                    Deflated Stabilized
                    (1996/97 Dollars)     27,846,000              7.8
                    -----------------------------------------------------------
        
                    The overall capitalization rates are supported by the
                    previously noted market data. While the capitalization rate
                    based on the adjusted historical net income appears low,
                    the capitalization rates based on the unadjusted 1996 net
                    income equates to 7.9%, in line with the other rates
                    presented. The subject's profitability is expected to
                    improve through the stabilized year due to regional
                    economic recovery. On the whole, the rates are considered
                    appropriate for a hotel such as the subject property.

CONCLUSION          Utilizing the income capitalization approach, the subject
                    property was valued by estimating the present worth of
                    future net income before debt service and depreciation for
                    a 10-year period. Projections were prepared through an
                    analysis of historical income, an analysis of the subject's
                    competitive environment, and comparisons with comparable
                    operations. To convert the forecasted income stream into an
                    estimate of value, the net income was allocated to mortgage
                    and equity components based on market rates of return and
                    loan-to-value ratios. The sum of the mortgage and equity
                    components equated to $354,855,000. Following the deduction
                    of $24,900,000 for capital expenditures, our estimate of
                    the subject property's "as is" market value via the income
                    capitalization approach is rounded to $330,000,000.

<PAGE>

HVS International, San Francisco, California                  Cost Approach 130
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]



- -------------------------------------------------------------------------------
14. COST APPROACH

                    Market value is determined via the cost approach by first
                    estimating the market value of the subject land as if
                    vacant and available for its highest and best use, and then
                    estimating the cost to replace or reproduce the subject
                    improvements. Appropriate deductions are then made for any
                    physical deterioration and functional and external
                    obsolescence. Finally, the value of the land is added to
                    the depreciated replacement cost to provide an estimate of
                    current market value.

                    Market participants tend to take into consideration the
                    cost to develop a new hotel or motel with optimal physical
                    and functional utility when forming their purchase
                    decisions regarding existing properties. The principle of
                    substitution, which is basic to the cost approach, affirms
                    that no prudent investor would pay more for a property than
                    the cost to acquire the site and construct comparable
                    improvements without undue delay.

Land Value          The land value may be estimated by the sales comparison
                    approach through a review of comparable land sales. The
                    sales comparison approach is typically the most appropriate
                    technique for valuing land. This technique compares the
                    sales data to the subject site and adjusts for
                    discrepancies in the real property rights conveyed,
                    financing terms, conditions of sale, date of sale, and
                    physical attributes such as size, topography,
                    configuration, location, existing entitlement,
                    accessibility, availability of off-site improvements, and
                    removal of non-contributory existing improvements. In
                    addition, the subject is located on beachfront property,
                    further complicating our data search. In an attempt to
                    locate comparable land sales for the subject property, we
                    have used several sources, including real estate brokers,
                    local appraisers, and county officials. However, land
                    transactions have been scarce in the subject's area and we
                    were unable to uncover any comparable land sales.

<PAGE>

HVS International, San Francisco, California                  Cost Approach 131
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]



                    Due to the lack of comparable land sales, estimating the
                    land value through a sales approach is insupportable.
                    Therefore, we have estimated the land value of the subject
                    site through a ground lease approach.

                    The ground lease approach is supported by numerous
                    self-adjusting comparable, as well as the overall economics
                    of the individual project. Over the past 10 years, hotels
                    have been routinely constructed on leased land. While the
                    lease terms differ somewhat from hotel to hotel, the basis
                    for the rental calculation is often tied to a percentage of
                    revenue formula. To the subject property's forecasted
                    stabilized total revenues, we have applied a typical
                    economic hotel ground lease rental formula; from this
                    calculation we can determine the hotel's economic rental,
                    or the income attributed to the land. The land value is
                    then estimated by dividing the economic rental by an
                    appropriate capitalization rate.

                    The self-adjusting aspect of this approach is a key element
                    to its reliability. Since the rental formula is tied
                    directly to a percentage of revenue, it inherently reflects
                    income or value attributable to the subject land as it is
                    currently improved. We have researched actual long-term
                    ground leases encumbering hotels, looking in particular for
                    rental formulas based entirely on a percentage of total
                    revenue or of rooms revenue. The following chart presents
                    comparable ground rent terms of hotels.

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HVS International, San Francisco, California                  Cost Approach 132
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]



COMPARABLE GROUND RENT FORMULAS

<TABLE>
<CAPTION>
                                                                                                         RENTAL BASED ON
                                                                                                       STABILIZED REVENUE
                                                                                                        OF THE 692-UNIT
                                                                                                        SUBJECT PROPERTY
                                                                                                   -----------------------------
                                                                                                   DOLLAR  PERCENTAGE PERCENTAGE
                                                                                                   AMOUNT  OF ROOMS   OF TOTAL
     HOTEL AND LOCATION         ROOMS  GROUND LEASE FORMULA                       SUBORDINATION    (+000)   REVENUE   REVENUE
     ---------------------------------------------------------------------------------------------------------------------------
     <S>                        <C>    <C>                                                         <C>        <C>       <C> 
     Anaheim Hilton             1,578  Years 1-10: 1.5% of gross revenue;                          $1,708     3.2%      1.8%
     Anaheim, CA                       years 11-15:1.75% of gross revenue;         
                                       and years 16+ 2.0% of gross revenue

     Pan Pacific Hotel            507  73% of the sum of 2% of food sales,                         $2,893     5.5%      3.0%
     Anaheim, CA                       3% of beverage sales, 12% of
                                       concession rentals, and 5% of rooms
                                       sales, against a minimum

     Doubletree Desert Princess   289  Years 2-6: 2% of gross revenue: years                       $2,441     4.6%      2.5%
     Cathedral City, CA                7-15: 2.5% of gross revenue; years 
                                       16-25: 3% of gross revenue; years
                                       26-50: 4% of gross revenue;
                                       years 51-66: 4.5% of gross revenue

     Marriott Courtyard           149  6% of gross sales, against a minimum                        $5,857    11.1%      6.0%
     Cupertino, CA

     Marriott Courtyard           146  Year 1: $55.000; year 2-3: $175,000;                        $5,857    11.1%      6.0%
     Fresno, CA                        year 4: $236,124; year 5+: 6% of gross             
                                       revenue, against a minimum                        
                                                                                         
     Proposed Doubletree          250  Year 1: $125,000; year 2: $175,000; year 3:                 $2,106     4.0%      2.2%
     Hermosa Beach, CA                 $225,000; year 4: $350,000; years 4-14: 4%         
                                       of rooms revenue; years 15-19: 5% of rooms        
                                       revenue; years 20-55: 6% of rooms revenue         
                                                                                         
    Best Western                  200  7.5% of rooms  revenue                             G        $3,948     7.5%      4.0%
    Los Angeles, CA                                                                      
                                                                                         
    Monterey Cannery Hotel        242  4% of gross room revenue; 3% of gross food         G        $4,322     8.2%      4.4%
    Monterey, CA                       and beverage revenue: 3% of gross revenue         
                                       other than rooms or commercial lease income;      
                                       20% of rentals received on commercial space       
                                                                                         
    Marriott Hotel                377  5% of gross rooms revenue: 2% of beverage sales             $2,948     5.6%      3.0%
    Newport Beach, CA                  up to $300K; 3% of gross beverage sales from      
                                       $300K to $50OK: 4% of gross beverage sales over   
                                       $50OK; 2.5% of gross meeting room sales aganst    
                                       a minimum                                         
                                                                                         
    The Hyatt Newporter           425  6.5% of gross rooms revenue; 2% of food revenue;            $4,687     8.9%      4.8% 
    Newport Beach, CA                  5% of beverage revenue; 25% of gross revenue from 
                                       specified sublessees and assignees; 2% of gross   
                                       gift shop sales; 6% of gross revenue from other   
                                       permitted operations                              
                                                                                         
    Spa Hotel and Mineral Spgs    432  5% of gross rooms revenue; 5% of gross beverage             $3,627     6.9%      3.7%
    Palm Springs                       revenue; 5% of gross spa and other revenue; 1%
                                       of gross food revenue; 2% of gross telephone 
                                       revenue
                                                                                         
    San Francisco Airport         695  Year 1: 5% of rooms revenue; year 2: 5.25% of      S        $2,895     5.5%      3.0%
    Marriott                           rooms revenue;  years 3+: 5.5% of rooms   
    Burlingame, CA                     revenue, against a minimum                        
</TABLE>


<PAGE>

HVS International, San Francisco, California                  Cost Approach 133
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]



COMPARABLE GROUND RENT FORMULAS

<TABLE>
<CAPTION>
                                                                                                             RENTAL BASED ON
                                                                                                           STABILIZED REVENUE
                                                                                                            OF THE 692-UNIT
                                                                                                            SUBJECT PROPERTY
                                                                                                       -----------------------------
                                                                                                       DOLLAR  PERCENTAGE PERCENTAGE
                                  NUMBER OF                                                            AMOUNT  OF ROOMS   OF TOTAL
     HOTEL AND LOCATION             ROOMS  GROUND LEASE FORMULA                       SUBORDINATION    (+000)   REVENUE   REVENUE
     -------------------------------------------------------------------------------------------------------------------------------
     <S>                            <C>    <C>                                               <C>       <C>      <C>       <C>
     Holiday Inn                      334  Years 1-2: $0; year 3: $25,000; year 4: $30.000;   G        $3,232     6.1%      3.3%
     Palo Alto, CA                         year 5+: 5% of rooms revenue, 3% of beverage 
                                           revenue, 1.5% of food revenue; OR 7% of fair 
                                           market value, whichever is greater

     Pleasant Hill Inn                 49  5% of gross rooms and/or apartment sales: 1% of             $3,287     6.2%      3.4%
     Pleasant Hill, CA                     food revenue: 2% of gross beverage revenue: 5% 
                                           of gross space rentals; 1 % of gross club dues 

     Ritz-Carlton Hotel               250  Year 1: 0.5% oftotal revenue; year 2: 1.0% of               $4,881     9.3%      5.0%
     Rancho Mirage, CA                     total revenue; year3: 1.5% of total revenue; year
                                           4+: 5.0% of total revenue

     Portofino Inn                    130  6% of rooms revenue; 3% of food revenue, 3% of     G        $4,436     8.4%      4.5%
     Redondo Beach, CA                     beverage revenue; 5% of shop revenue; 5% of 
                                           vending revenue; 27% of boat slips

     Sunrise                          111  6% of rooms revenue; 3% of food revenue; 3% of     G        $4,436     8.4%      4.5%
     Redondo Beach, CA                     beverage revenue; 5% of shop revenue; 5% of
                                           vending revenue; 50% of car rentals

     Hyatt Regency                    508  Years 1-10: 2% of gross revenue; years 11+: 3%     S        $2,929     5.6%      3.0%
     Sacramento, CA                        of gross revenue 
     
     San Diego Marriott & Marina    1,364  Year 1: $200,000; years 2-5: $400,000; years       G        $4,436     8.4%      4.5%
     San Diego, CA                         6-25: 6% of rooms revenue, 3% of food revenue, 3%
                                           of beverage revenue, 5% of shop revenue, 25% 
                                           of right to install vending, 20% of boat slips,
                                           and 10% of boat rentals

     San Francisco Marriott          1,500 Years 1-8: $1.05 million or 4% of gross rooms               $2,106     4.0%      2.2%
     San Francisco, CA                     revenue or 2% of remaining revenue; year 9+:
                                           $1.5 millon 

     Doubletree Hotel                 500  Years 1-3: $0; years 4-5: 3% of rooms revenue      G        $3,007     5.7%      3.1%
     Santa Clara, CA                       and 2% of food and beverage revenue; years 6-9:
                                           3.5% of rooms revenue and 2% of food and beverage
                                           revenue; years 10-15: 4.5% of rooms revenue and
                                           2% of food and beverage revenue; year 16+: 4.5% 
                                           of rooms revenue and 3% of food and beverage 
                                           revenue

     Airport Hilton                   190  3% of rooms revenue and 1% of food and beverage    S        $1,898     3.6%      1.9%
     Santa Maria, CA                       revenue; OR 11% of fair market value, whichever 
                                           is greater 

     Bishop Ranch Marriott            372  3% of total gross revenues                                  $2,929     5.6%      3.0%
     San Ramon, CA
                                      349  Years 1-5: $900,000 annually, thereafter, the               $2,632     5.0%      2.7%
     Four Seasons                          greater of      
</TABLE>

<PAGE>

HVS International, San Francisco, California                  Cost Approach 134
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]

    Application of the comparable ground rent terms to the subject's total
    revenue indicates a range of ground rent percentages from 1.8% to 6.0% of
    total revenue with most percentage rents clustering around 3 to 4%. After
    calculating these comparable ground leases, and taking into consideration
    the highly desirable physical and locational attributes of the subject
    property, we believe the appropriate economic ground rental formula would
    be higher than the typical 3 to 4%, at 6.0% of total revenue. Therefore, an
    appropriate ground rent calculation for the subject site is as follows.

           Discounted Stabilized Total Revenue       $97,621,626
           Economic Rental Percentage                       6.0%
                                                     -----------
            Economic Ground Rent                      $5,857,298

    The economic ground rent is capitalized at 8.0%, which in the appraisers'
    opinion reflects the low risk associated with the site's attributes, to
    yield an estimated market value of the land. The land value of the hotel
    site is calculated as follows.

          Economic Ground Rent          =   $5,857,298 =  $73,216,219
                                           -----------
          Capitalization Rate                     8.0%

          Estimated Land Value (Say)                      $73,000,000

    As shown, the land value indication via the ground lease approach is
    $73,000,000, which equates to $62.07 per square foot. We recognize that the
    sales comparison approach is generally the preferred method of determining
    land value; however, the sales comparison method of determining the land
    value of the subject site is impossible because of the lack of truly
    comparable land sales. The ground lease approach, which is based on the
    concept that the land value is determined by the economic rental that can
    be generated, or the income attributable to the land, provides an
    alternative method of estimating land value. However, the business
    component of the income to the land is not clearly distinguishable. Based
    on these considerations, we are of the opinion that the subject property's
    land value is $73,000,000, or roundly $105,500 per guestroom.

<PAGE>

HVS International, San Francisco, California                  Cost Approach 135
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]


    REPLACEMENT COST One of the nationally recognized authorities on
                     replacement cost information is Marshall & Swift. HVS
                     International uses the Commercial Estimator computer
                     program produced by Marshall & Swift. The computer cost
                     program employs the square-foot method in cost estimating,
                     which approximates the replacement cost of the building's
                     major components in terms of dollars per unit of area or
                     volume, based on known costs of similar structures
                     adjusted for time and physical differences. The estimate
                     of replacement cost by this method includes all direct
                     costs plus a portion of indirect costs, such as
                     construction financing, temporary utilities, and general
                     conditions. 

                     For the purpose of developing a cost estimate using the
                     Marshall & Swift Commercial Estimator program, the subject
                     property has been classified as a hotel with three
                     separate buildings and a three-story office building.
                     According to the subject's engineer and appraisers'
                     estimates, the total building area for all aspects of the
                     subject property equates to: (plus or minus)658,600 
                     square feet.

                     Based on these considerations, as well as locational and
                     time adjustment factors and other criteria related to
                     building systems, the replacement cost of the building as
                     if new has been estimated through the Commercial Estimator
                     program. The replacement cost of the subject property is
                     estimated to be $80,426,264, or say, $80,400,000.

                     Besides approximating the replacement cost of the
                     buildings, we have estimated the cost of the additional
                     site improvements. The estimated cost of the subject's two
                     outdoor pools need to be added to the replacement cost of
                     the building. The subject's swimming pools are large and
                     have been estimated to cost a total of $486,000 using
                     Marshall & Swift figures. In addition, the subject's
                     extensive landscaping has been estimated to cost $80,000,
                     while the subject's two surface parking lots totaling 978
                     spaces have been estimated to cost $1,110,000. The
                     following table summarizes the cost estimates of the site
                     improvements. Also, indirect costs have been derived based
                     upon the appraisers' estimate of financing fees, real
                     estate taxes, and brokerage fees associated with the
                     subject's development. Indirect costs have been calculated
                     for this analysis as being equal to 5.076 of the
                     replacement cost of the total improvements.

<PAGE>

HVS International, San Francisco, California                  Cost Approach 136
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]

    Improvement Replacement Cost

     ITEM                                           TOTAL
     -------------------------------------------------------

     Replacement Cost New from M&S               $80,426,000
     Surface Parking                               1,110,000
     Landscaping                                      80,000
     Swimming Pool                                   486,000
                                                 -----------
      Subtotal                                    82,102,000

     Indirect Costs @ 5.0% (Real Estate 
      Taxes and Loan Fees)                         4,105,000
                                                 -----------
     Total Improvement Replacement Cost          $86,207,000
     -------------------------------------------------------

    OPENING COSTS    In addition to the replacement cost of the improvements, 
                     opening costs must be considered. Opening costs include
                     the preopening marketing and administrative expenditures
                     of the hotel and a working capital reserve to maintain
                     adequate cash flow until the operation achieves a
                     break-even point. Ranges of these expenses have been
                     estimated by HVS International. A copy of our most recent
                     development cost survey is contained in the addenda. The
                     following table presents the estimated opening costs for
                     the subject property.

                     ESTIMATE OF OPENING COSTS

                                            COST PER    NO. OF
                       EXPENSES               ROOM       ROOMS   TOTAL COST
                       ----------------------------------------------------
                       Preopening Expenses   $5,700       692    $3,944,000
                       Working Capital        3,500       692     2,422,000
                                                                 ----------
                       Total Opening Costs                       $6,366,000

                     Adding this component to the replacement cost of the
                     improvements, the total replacement cost of the property
                     is estimated to be roundly $92,600,000.

   PERSONAL PROPERTY Our estimate of the cost of furniture, fixtures, and
                     equipment is based on our inspection and review of the
                     subject's personal property. Following this survey, we
                     have estimated the replacement cost of the subject
                     property's furniture, fixtures, and equipment, as if new,
                     to be equal to roughly $50,000 per room, or a total of
                     $34,600,000.

<PAGE>

HVS International, San Francisco, California                  Cost Approach 137
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]

    ALLOCATION OF    The current construction environment for hotels is such 
    DEVELOPER'S      that developer's profit is at higher levels due to 
    PROFIT           the risk of developing at the beginning of a cycle. The
                     economic value of new hotels has only begun to exceed
                     development costs during recent years. Determining the
                     amount of developer's profit is generally a matter of
                     judgment. Generally, the exclusion of developer's profit
                     from a replacement cost analysis is a way of accounting
                     for external obsolescence in the market. As the appraisers
                     have calculated external obsolescence later in this
                     section, we find it reasonable, in this analysis, to
                     reflect developer's profit. The appraisers have considered
                     a 20% entrepreneurial profit to be necessary and
                     appropriate to reflect the financial incentive required
                     for new hotel development. Developer's profit is applied
                     to the buildings; the furniture, fixtures, and equipment;
                     and the land as follows. 

                     ALLOCATION OF DEVELOPER'S PROFIT

<TABLE>
<CAPTION>
                                                                  PROFIT 
                     COMPONENT                       COST         RATIO            PROFIT 
                     -----------------------------------------------------------------------
                     <S>                          <C>             <C>           <C>
                     Building Improvements        $92,573,000      20.0 %       $18,514,600 
                     Furniture, Fixtures, 
                       and Equipment               34,600,000      20.0           6,920,000 
                     Land                          73,000,000      20.0          14,600,000 
                                                                                -----------
                     Total Developer's Profit                                   $40,034,600
                     -----------------------------------------------------------------------
</TABLE>

       ACCRUED       Accrued depreciation is a loss in value from the
       DEPRECIATION  reproduction or replacement cost new of the improvements
       ESTIMATES     due to any cause as of the date of the appraisal. The loss
                     may result from physical deterioration, functional
                     obsolescence, external obsolescence, or a combination
                     thereof. Physical deterioration may be either curable or
                     incurable.

                     CURABLE PHYSICAL DETERIORATION

                     Curable physical deterioration refers to items of deferred
                     maintenance. The estimate of curable physical
                     deterioration applies only to items in need of repair as
                     of the date of value, which will yield an increase in
                     property value greater than or equal to the cost of the
                     repair. The amount of depreciation is measured by the cost
                     of restoring items to a new or reasonably new condition.
                     As mentioned throughout this report, the subject property
                     is set to embark on a five-year roundly $53,000,000
                     renovation of the hotel. In order to account for this
                     renovation, we have deducted $24,900,000

<PAGE>

HVS International, San Francisco, California                  Cost Approach 138
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]


    ($53,000,000 less monies held in the reserve for replacement account,
    discounted at a 6.0% safe rate per annum) from our "as improved" market
    value to arrive at our "as is" market value. The renovation is expected to
    address all aspects of the subject property including FF&E upgrades to the
    rooms, meeting space, food and beverage outlets, and all public spaces. In
    addition, roundly $10,700,000 of the total $24,900,000 has been earmarked
    for building and engineering improvements. We have thus deducted a total of
    roundly $10,700,000 for curable physical deterioration, which is the
    portion attributable to the building improvements.

    ------------------------------------------------------------------------
    REPLACEMENT COST LESS DEPRECIATION DUE TO CURABLE PHYSICAL DETERIORATION
    ------------------------------------------------------------------------

    Replacement Cost of improvements                           $111,088,000
    Less: Curable Physical Deterioration - Improvements          10,707,000
                                                               ------------
    Depreciated Replacement Cost                               $100,381,000

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

    INCURABLE PHYSICAL DETERIORATION

    The subject property's accrued incurable physical deterioration has been
    estimated by a direct method based on estimated economic life. The
    following schedule is an estimation of the incurable physical deterioration
    of the subject property.

    ------------------------------------------------------------------------
    ESTIMATE OF INCURABLE PHYSICAL DETERIORATION
    ------------------------------------------------------------------------

    Typical Economic Life                          60
    Chronological Age                              50
    Effective Age                                   8
    Remaining Economic Life                        52
                                                 ----
    Percent Depreciated                          13.3 %

    Depreciated Replacement Cost of 
       Improvements                      $100,381,000

    Percent Depreciated                          13.3 %
                                         -------------
    Estimate of Incurable Physical 
       Deterioration                      $13,384,000

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

HVS International, San Francisco, California                  Cost Approach 139
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]

                             Adding the estimate of incurable physical
                             deterioration to that of curable physical
                             deterioration yields the total estimate of
                             physical deterioration.

<TABLE>
<CAPTION>
                             ------------------------------------------------------------------------
                             TOTAL ESTIMATE OF DEPRECIATION DUE TO PHYSICAL DETERIORATION
                             ------------------------------------------------------------------------
                             <S>                                                        <C>        
                             Estimate of Curable Physical Deterioration                 $10,707,000
                             Estimate of Incurable Physical Deterioration                13,384,000
                                                                                        -----------
                             Total Depreciation due to Physical Deterioration           $24,091,000
</TABLE>

    ACCUMULATED              The accrued depreciation due to physical
    DEPRECIATION             deterioration has been deducted from the estimated
                             replacement cost to derive the replacement cost
                             after depreciation of the subject improvements.

<TABLE>
<CAPTION>

                             ------------------------------------------------------------------------
                             REPLACEMENT COST OF IMPROVEMENTS LESS TOTAL DEPRECIATION
                             ------------------------------------------------------------------------
                            <S>                                                      <C>
                             Replacement Cost of Improvements                          $111,088,000
                             Less: Total Depreciation due to Physical Deterioration      24,091,000
                                                                                       ------------
                             Replacement Cost of Improvements After Depreciation        $86,997,000
                             ------------------------------------------------------------------------
</TABLE>

    FURNITURE, FIXTURES,     Personal property is an integral part of a
    AND EQUIPMENT            transient lodging facility. Without furniture,
                             fixtures, and equipment, a hotel could not operate
                             its facilities and rent its guestrooms, and thus
                             would not be able to generate any income
                             attributable to the real property. Personal
                             property and real property are uniquely combined
                             in a hotel; unlike an office or other commercial
                             building, a hotel would have to close its doors
                             without furniture, fixtures, and equipment.

                             The physical separation of personal property from
                             real property in a hotel is a theoretical issue
                             rather than a practical matter. Lodging facilities
                             are generally sold with their furniture, fixtures,
                             and equipment in place. While a lender may be
                             restricted from financing the purchase of personal
                             property, without personal property a hotel's real
                             property would have little value.

                             In accordance with the Uniform Standards of
                             Professional Appraisal Practice (USPAP), the
                             appraisers have delineated the market value of the
                             subject's personal property. The removal of
                             personal property from a lodging property for sale
                             would result in a minimal sale price. Furniture,
                             fixtures, and equipment, once installed,
                             depreciate very rapidly. Most

<PAGE>

HVS International, San Francisco, California                  Cost Approach 140
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]

    furnishings in a lodging property can command little more than a salvage
    value substantially lower than the original cost when sold separately from
    the improvements.

    The following table sets forth a depreciation schedule developed by HVS
    International for determining the market or salvage value of a hotel's
    furniture, fixtures, and equipment. The depreciation estimates represent
    the average depreciation applicable to the entirety of a lodging property's
    personal property, and are applied to the original cost of furniture,
    fixtures, and equipment. The schedule was prepared subject to ongoing
    research and interviews with operators and owners pertaining to their
    ability to sell used personal property.

    ---------------------------------------------------------------------------
    FF&E DEPRECIATION SCHEDULE
    ---------------------------------------------------------------------------

               AVERAGE AGE (YEARS)       PERCENT DEPRECIATED
    ---------------------------------------------------------------------------
                    1                        40 %
                    2                        60
                    3                        70
                    4                        75
                    5                        80
                    6                        85
                    7                        89
                    8                        92
                    9                        95
                   10                        98
    ---------------------------------------------------------------------------

    The subject property's furniture, fixtures, and equipment are in fair
    condition and are considered the equivalent of five years old. The current
    replacement cost of the hotel's furniture, fixtures, and equipment is
    estimated to be $50,000 per room, or a total of $34,600,000. Including
    developer's profit of 20%, the total replacement cost of the furniture,
    fixtures, and equipment is estimated to be $41,520,000. Of the assumed
    capital expenditure of $24,900,000, roughly $14,200,000 is for
    refurbishment of the furniture, fixtures, and equipment. After deducting
    for curable furniture, fixtures, and equipment deterioration of
    $14,200,000, the depreciable furniture, fixtures, and equipment base is
    $27,300,000. Applying the five-year depreciation factor of 80% to the
    $27,300,000 estimated depreciable base results in an estimated value in
    exchange of the

<PAGE>

HVS International, San Francisco, California                  Cost Approach 141
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]

    hotel's personal property of $5,470,000. Depreciation of the personal
    property thus equates to $21,860,000.

    ---------------------------------------------------------------------------
    VALUE IN EXCHANGE OF THE SUBJECT'S PERSONAL PROPERTY
    ---------------------------------------------------------------------------

    Replacement Cost of Furniture, Fixtures, and Equipment         $41,520,000
    Less: Curable FF&E Deterioration                                14,193,000
                                                                   -----------
    Depreciated Replacement Cost of FF&E                            27,327,000
    Percent Depreciated                                                     80%
    Incurable Physical Deterioration of FF&E                        21,862,000
                                                                   ------------
    Estimated Value in Exchange of Personal Property               $ 5,470,000
    ---------------------------------------------------------------------------

    The personal property of a lodging facility may alternately be valued as a
    critical component of an ongoing business. The "value in use" recognizes
    that the personal property of a hotel has an economic value greater than
    its salvage value due to its contribution to the income generating
    capability of the property as a whole.

    An estimation of the value of personal property in use is also based upon
    an appraiser's judgment of the average age or remaining life of a hotel's
    personalty. However, depreciation is estimated on a straight-line basis,
    assuming that the personalty must be replaced every two to twenty-five
    years (or seven years on average) and will lose value at a constant annual
    rate throughout its useful life. This approach recognizes that the personal
    property will continue to contribute to the value of the total property
    until it is retired and replaced. This contrasts with value in exchange, or
    salvage value, which considers the personal property to be separate from
    the improvements for sale.

    The depreciated book value of a hotel's personal property provides a basis
    for determining the value of furniture, fixtures, and equipment, because it
    considers the original cost and annual book depreciation of the personalty.
    However, the actual years remaining in the life of a hotel's furniture,
    fixtures, and equipment are generally greater than that expressed in the
    depreciation schedule utilized for tax purposes. The longevity of personal
    property depends upon its original quality and durability, timeliness of
    style, and consistent cleaning and maintenance. The valuation of personal
    property in use requires that the depreciated book value be adjusted to

<PAGE>

HVS International, San Francisco, California                  Cost Approach 142
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]


                     reflect the appraisers' judgment of the condition and
                     remaining useful life of a hotel's furniture, fixtures,
                     and equipment.

                     Based upon our inspection of the subject property, we
                     estimate the value in use of the subject's furniture,
                     fixtures, and equipment to be roughly 12% of the total
                     value estimate for the subject hotel. The value of the fee
                     simple interest in the subject property via the income
                     capitalization approach is $330,000,000. Multiplying a
                     ratio of 10% by the value of the subject property equates
                     to a value in use of, say, $33,000,000. Based upon the
                     preceding analysis, the value in use estimate for the
                     personal property of the subject property is as follows.

<TABLE>
<CAPTION>
                     ---------------------------------------------------------------------------
                     VALUE IN USE OF SUBJECT'S PERSONAL PROPERTY
                     ---------------------------------------------------------------------------
                     <S>                                                            <C>
                     Market Value of Subject Property via Income Approach           $330,000,000
                     Personal Property Ratio                                                10.0%
                                                                                    ------------
                     Estimated Value in Use of Personal Property                     $33,000,000
                     ---------------------------------------------------------------------------
</TABLE>

    CONCLUSION       In the estimation of value according to the cost approach, 
                     the values of several components of the total property
                     were quantified. The value of the land was estimated via
                     the ground lease approach. The estimated replacement cost
                     of the building improvements was calculated according to
                     the square-foot cost method using a computer program
                     developed by Marshall & Swift. From the replacement cost,
                     incurable physical deterioration and external and
                     incurable functional obsolescence were subtracted. The
                     depreciation of the shorter-lived furniture, fixtures, and
                     equipment was estimated separately from that of the
                     improvements. The market value estimate via the cost
                     approach may be summarized as follows.

<PAGE>

HVS International, San Francisco, California                  Cost Approach 143
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]


<TABLE>
<CAPTION>
    ---------------------------------------------------------------------------------------
    SUMMARY OF VALUE VIA THE COST APPROACH
    ---------------------------------------------------------------------------------------
      <S>                                                       <C>            <C>
      Replacement Cost of Improvements                                          $92,573,000
      Replacement Cost of Furniture, Fixtures, and Equipment                     34,600,000
      Land Value                                                                 73,000,000
      Developer's Profit                                                         40,034,600
                                                                              -------------
      Total Replacement Cost New                                               $240,207,600

      Less: Curable Physical Deterioration - Building           (10,707,000)
      Less: Incurable Physical Deterioriation- Building         (13,384,000)
      Less: Curable Physical Deterioration-FF&E                 (14,193,000)
      Less: Incurable Physical Deterioriation-FF&E              (21,862,000)
        Total Depreciation                                                      (60,146,0OO)
                                                                              -------------
     Depreciated Replacement Cost                                              $180,061,600


     Estimated Value via the Cost Approach (Say)                        (Say)  $180,100,000
    ---------------------------------------------------------------------------------------
</TABLE>

                     Although generally reliable, the data used to compile this
                     estimate provide only a rough indication of what the
                     development cost may be. Individuals who require an
                     accurate cost estimate should retain the services of a
                     professional construction cost estimator. In addition,
                     Marshall & Swift figures do not consider the historic
                     nature and charm of the Hotel Del Coronado. Moreover, the
                     development of the subject property took over 100 years
                     from the initial development of the main building to its
                     current orientation. Such associated development costs are
                     not reflected in the above cost figures. Although
                     generally reliable, the data used to compile this estimate
                     provide only a rough indication of what the development
                     cost of a functional equivalent may be, not a reliable
                     indication of market value. Thus we have concluded that
                     the cost approach is not applicable in determining the
                     market value of the subject property.

    BUSINESS VALUE   A hotel is composed of real property, personal property, 
                     and business components. The deduction of a management fee
                     from the forecasted net income stream effectively removes
                     the value of the business from the subject's market value
                     via the income capitalization approach. It is assumed that
                     purchasers of hotel properties would anticipate the cost
                     of management in their investment decision and that the
                     sales prices of comparable properties in the sales
                     comparison approach do not include

<PAGE>

HVS International, San Francisco, California                  Cost Approach 144
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]


    business value. Consideration of business value need not be made in the
    cost approach.

<PAGE>

HVS International, San Francisco, California       Sales Comparison Approach 145
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]

    15. SALES COMPARISON APPROACH

                     The sales comparison approach estimates the value of a
                     property by comparing it to similar properties recently
                     sold or being offered in the open market. Market value is
                     indicated by the price at which equally desirable
                     properties have sold, or for which they can be purchased.
                     The sales comparison approach is based on the principle of
                     substitution, which asserts that when a property is
                     replaceable, its value is limited to the cost of acquiring
                     an equally desirable substitute (assuming that no costly
                     delay is incurred in making the substitution).

                     Hotel investors typically do not employ the sales
                     comparison approach in reaching their final purchase
                     decisions. Factors such as the lack of recent sales data,
                     the numerous insupportable adjustments that are necessary,
                     and the general inability to determine the true financial
                     terms and human motivations of comparable transactions
                     often make the results of the sales comparison approach
                     questionable. Although the sales comparison approach may
                     provide a range of values that supports the final
                     estimate, reliance on this approach beyond the
                     establishment of broad parameters is rarely justified by
                     the quality of the sales data.

    HOTEL MARKET     The market for hotel investments nationwide is currently 
    OVERVIEW         very robust as buyers perceive a window of opportunity to
                     purchase lodging facilities below replacement cost.
                     Barriers to entry remain relatively high for new
                     full-service hotel development due to a lack of
                     feasibility and financing. Improving economic conditions
                     and limited new supply create opportunity for existing
                     hotels. Furthermore, the numerous publicly traded hotel
                     companies and hotel REITs are competing for the
                     acquisition of properties, which is driving up values and
                     lowering return requirements. In addition, the difficulty
                     in developing hotels in California makes acquiring a
                     property such as the subject especially attractive.

    COMPARABLE 
    SALES DATA       The following sales represent transactions of high-end
                     hotel and resort properties located in Northern and
                     Southern California that have occurred in the past two
                     years. Although they are not considered directly
                     comparable to the subject property, they do serve to give
                     an indication of sales activity for general informational
                     purposes. They are presented in order of recency.

<PAGE>
HVS International, San Francisco, California       Sales Comparison Approach 146
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]


    SALE #1:
    --------
    Property:           Hotel Del Coronado
    Location:           Coronado, California
    Number of Rooms:    692
    Date of Sale:       August 1997
    Grantor:            Travelers Group
    Grantee:            Lowe Enterprises Investment Management, Inc.
    Sales Price:        $330,000,000
    Terms:              All cash
    Price per Room:     $476,879
    Interest Conveyed:  Fee simple
    Overall Cap. Rate:  7.9% (Based on 1996 net income of $25,949,000)
    Confirmed by:       Lowe Enterprises
    Comments:           This represents the recent sale of the subject
                        property as discussed throughout this report.

<PAGE>

HVS International, San Francisco, California       Sales Comparison Approach 147
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]

    SALE #2:
    --------
    Property:          Ritz-Carlton Laguna Niguel
    Location:          1 Ritz Carlton Drive
                       Dana Point, California
    Number of Rooms:   393
    Date of Sale:      August 1997
    Grantor:           Prudential Insurance Co.
    Grantee:           Security Capital Group
    Sales Price:       $225,000,000
    Terms:             All cash
    Price per Room:    $572,519
    Comments:          The hotel is a Mediterranean-style resort
                       perched on a bluff overlooking the Pacific
                       Ocean. The Ritz-Carlton features 393
                       guestrooms, meeting space accommodating up
                       to 700 people, six food and beverage outlets,
                       four tennis courts, a fitness center, business
                       center, and two pools and Jacuzzis. The
                       property recorded an occupancy of 81% and an
                       average rate of $236, resulting in a RevPAR of
                       $191.16 in 1996.

<PAGE>

HVS International, San Francisco, California       Sales Comparison Approach 148
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]

    SALE #3:
    --------
    Property:          Ritz-Carlton Marina del Rey
    Location:          4375 Admiralty Way
                       Los Angeles, California
    Number of Rooms:   306
    Date of Sale:      January 1997
    Grantor:           Shimizu Bank, Mitsui Bank, and Ritz-Carlton
    Grantee:           Host Marriott
    Sales Price:       $56,600,000
    Terms:             Not disclosed
    Price per Room:    $184,967
    Interest Conveyed: Leasehold
    Overall Cap. Rate: 11.7% (based on estimated net operating
                       income of $6.6 million)
    Confirmed by:      Patrick Deming, Secured Capital Corporation
    Comments:          The hotel is located on the waterfront in Marina
                       del Rey. The Ritz-Carlton features 306 guestrooms,
                       approximately 14,790 square feet of meeting space, four
                       food and beverage outlets, three tennis courts, a fitness
                       center, 12 yacht slips, and a private English garden.
                       Although the hotel has a Mobil four-star/AAA five-diamond
                       rating, the hotel has underachieved in terms of average
                       rate relative to its primary competitors. The property is
                       encumbered by a ground lease with the county of Los
                       Angeles, which reportedly resulted in the higher
                       capitalization rate applied. The property recorded an
                       occupancy of 83% and an average rate of $168, resulting
                       in a RevPAR of $139 in 1996. 

<PAGE>

HVS Intemational, San Francisco, California       Sales Comparison Approach 149
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]


    REVIEW OF SALES    The unadjusted sales prices from the three transactions 
                       range from roundly $185,000 to $573,000 per room. The
                       high end of the range is formed by the Ritz-Carlton
                       Laguna Niguel which sold in August 1997. As mentioned,
                       this property is located on the Pacific Ocean and
                       overlooks a bluff, providing breathtaking views of the
                       beach and water. In addition, the subject property sold
                       in August 1997 for roundly $477,000 per room. The
                       subject is an historic property containing an extensive
                       resort complex combined with a rich history and
                       heritage. The Hotel Del Coronado's RevPAR achievement of
                       $151.77 in 1996 as significantly lower than that of the
                       Ritz-Carlton Laguna Niguel. The sales prices of both the
                       subject property and the Ritz-Carlton Laguna Niguel are
                       considered to be exceptional due to their California
                       waterfront locations, international reputations, and
                       irreplaceable assets. The remaining sale equated to
                       roundly $185,000 per room. This sale represents a
                       property which is less desirable than the subject, being
                       comparable in facilities and setting to the subject's
                       competitors located on Coronado Island, the Loews
                       Coronado Bay Resort and Le Meridian, and is encumbered
                       with an onerous ground lease.

    CONCLUSION         Although the sales comparison approach may be useful in 
                       providing a value range and reflecting certain market
                       characteristics, its applicability is limited by the
                       numerous possible points of difference between the
                       subject Property and other hotels that have sold in
                       recent years. However, given that the subject property
                       sold on August 27, 1997, roughly two months before our
                       date of value, the sales price most likely represents
                       the subject's true market value. As such, we have
                       concluded the subject property's value via the sales
                       comparison approach equates to $330,000,000 or $476,879
                       per room.

<PAGE>

HVS International, 
San Francisco, California               Reconciliation of Value Indications 150
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]

    16. RECONCILIATION OF VALUE INDICATIONS

                     The reconciliation, which is the last step in the
                     appraisal process, involves summarizing and correlating
                     the data and procedures employed throughout the analysis.
                     The final value conclusion is arrived at after reviewing
                     the estimates indicated by the cost, sales comparison, and
                     income capitalization approaches. The relative
                     significance, applicability, and defensibility of each
                     indicated value are considered, and the greatest weight is
                     given to that approach deemed most appropriate for the
                     property being appraised. The purpose of this report is to
                     estimate the market value of the fee simple interest in
                     the subject property; our appraisal involves a careful
                     analysis of the property itself and the economic,
                     demographic, political, physical, and environmental
                     factors that influence real estate values. Based on the
                     data set forth in this report, the following value
                     indications were developed.

                     APPROACH                   VALUE INDICATION
                     --------                   ----------------
                     Cost                        Not Applicable
                     Sales Comparison             $330,000,000
                     Income Capitalization        $330,000,000

    COST APPROACH    Because the cost approach does not reflect the economic 
                     factors that motivate knowledgeable hotel investors (i.e.,
                     projected net income and return on investment), the cost
                     approach is given limited weight in the valuation of
                     income-producing properties. Furthermore, the difficulty
                     in estimating and substantiating a number of highly
                     subjective variables (such as effective age, accrued
                     depreciation, and the remaining economic life of the
                     improvements) limits the applicability of the cost
                     approach as an effective valuation method. Moreover,
                     lodging facilities are rarely sold or purchased on the
                     basis of depreciated cost. Considering the property's age
                     condition, historic nature, and unique charm we consider
                     this approach inapplicable in the valuation of the subject
                     property.

<PAGE>
HVS International, 
San Francisco, California               Reconciliation of Value Indications 151
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]


SALES COMPARISON         The sales comparison approach uses actual sales of
APPROACH                 similar properties to provide an indication of the
                         subject property's value. Although we have
                         investigated a number of sales in an attempt to
                         develop a range of value indications, we have not
                         performed adjustments necessary to render these sales
                         prices comparable to the subject property. The
                         adjustments, which tend to be subjective, diminish the
                         reliability of the sales comparison approach;
                         furthermore, typical hotel investors employ a sales
                         comparison procedure only to establish broad value
                         parameters. However, given the subject property sold
                         approximately two months prior to our date of value,
                         the price paid for the subject property at this time
                         does give a strong indication of market value.

INCOME CAPITALIZATION    To estimate the subject property's value via the
APPROACH                 income capitalization approach, we have analyzed the
                         local market for transient accommodations, examined
                         the competitive environment, projected occupancy and
                         average rate levels, and developed a forecast of
                         income and expense that reflects anticipated income
                         trends and cost components through a stabilized year
                         of operation. The subject property's projected net
                         income before debt service was allocated to the
                         mortgage and equity components based on market rates
                         of return and loan-to-value ratios. Through a
                         discounted cash flow and income capitalization
                         procedure, the value of each component was calculated;
                         the total of the mortgage and equity components
                         equates to the value of the property. 

                         Our nationwide experience indicates that the
                         procedures used in estimating market value by the
                         income capitalization approach are comparable to those
                         employed by the hotel investors who constitute the
                         marketplace. For this reason, we believe that the
                         income capitalization approach produces the most
                         supportable value estimate, and it is given the
                         greatest weight in our final estimate of the subject
                         property's market value.

VALUE CONCLUSION         Careful consideration has been given to the strengths
                         and weaknesses of the three approaches to value
                         discussed above. In recognition of the purpose of this
                         appraisal, we have given primary weight to the value
                         indicated by the income capitalization approach. Based
                         on our analysis, it is our opinion that the market
                         value of the fee simple interest in the Hotel Del
                         Coronado, as of October 28, 1997, is: 


                                              $330,000,000
                                   THREE HUNDRED THIRTY MILLION DOLLARS

<PAGE>

HVS International, 
San Francisco, California               Reconciliation of Value Indications 152
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]

    This value estimate equates to $476,879 per room, which is supported by
    market sales.

<PAGE>

HVS International
San Francisco, California   Statement of Assumptions and Limiting Conditions 153
- --------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]

    17. STATEMENT OF ASSUMPTIONS AND LIMITING
        CONDITIONS

   1.   This report is to be used in whole and not in part.

   2.   No responsibility is assumed for matters of a legal nature, nor do we
        render any opinion as to title, which is assumed to be marketable and
        free of any deed restrictions and easements. The property is valued as
        though free and clear unless otherwise stated.

   3.   There are no hidden or unapparent conditions of the property, sub-soil
        or structures, such as underground storage tanks, that would render it
        more or less valuable. No responsibility is assumed for these
        conditions or any engineering that may be required to discover them.

   4.   We have not considered the existence of potentially hazardous materials
        used in the construction or maintenance of the building, such as
        asbestos, urea formaldehyde foam insulation, or PCBs, nor have we
        considered the presence of any form of toxic waste. Furthermore, we
        have also not considered polychlorinated biphengyls, pesticides, and
        lead-based paints. The appraisers are not qualified to detect any
        hazardous substances and urge the client to retain an expert in this
        field if desired.

   5.   We have made no survey of the property, and assume no responsibility in
        connection with such matters. Sketches, photographs, maps, and other
        exhibits are included to assist the reader in visualizing the property.
        It is assumed that the use of the land and improvements is within the
        boundaries of the property described, and that there is no encroachment
        or trespass unless noted.



<PAGE>

HVS International, 
San Francisco, California   Statement of Assumptions and Limiting Conditions 154
- --------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]

   6.   All information, financial operating statements, estimates, and
        opinions obtained from parties not employed by HVS International are
        assumed to be true and correct. We can assume no liability resulting
        from misinformation.

   7.   Unless noted, we assume that there are no encroachments, zoning
        violations, or building violations encumbering the subject property.

   8.   The property is assumed to be in full compliance with all applicable
        federal, state, local, and private codes, laws, consents, licenses, and
        regulations (including a liquor license where appropriate), and that
        all licenses, permits, certificates, franchises, and so forth can be
        freely renewed or transferred to a purchaser.

   9.   All mortgages, liens, encumbrances, leases, and servitudes have been
        disregarded unless specified otherwise.

   10.  No portions of this report may be reproduced in any form without our
        permission, and the report cannot be disseminated to the public through
        advertising, public relations, news, sales, or other media.

   11.  We are not required to give testimony or attendance in court by reason
        of this analysis without previous arrangements, and only when our
        standard per diem fees and travel costs are paid prior to the
        appearance.

   12.  If the reader is making a fiduciary or individual investment decision
        and has any questions concerning the material presented in this report,
        it is recommended that the reader contact us.

   13.  We take no responsibility for any events or circumstances that take
        place subsequent to either the date of value or the date of our field
        inspection, whichever occurs first.

   14.  The quality of a lodging facility's on-site management has a direct
        effect on a property's economic viability and value. The financial
        forecasts presented in this analysis assume continued professional
        management by Destination Hotels and Resorts or an alternate
        professional management company with management fees deducted at market
        rates. Any variance from this assumption may have a significant impact
        on the projected operating results and value estimate.



<PAGE>

HVS International, 
San Francisco, California   Statement of Assumptions and Limiting Conditions 155
- --------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]

   15.  The estimated operating results presented in this report are based on
        an evaluation of the overall economy, and neither take into account nor
        make provision for the effect of any sharp rise or decline in local or
        national economic conditions. To the extent that wages and other
        operating expenses may advance during the economic fife of the
        property, we expect that the prices of rooms, food, beverages, and
        services will be adjusted to at least offset these advances. We do not
        warrant that the estimates will be attained, but they have been
        prepared on the basis of information obtained during the course of this
        study and are intended to reflect the expectations of typical
        investors.

   16.  This analysis assumes continuation of all Internal Revenue Service tax
        code provisions as stated or interpreted on either the date of value or
        the date of our field inspection, whichever occurs first.

   17.  Many of the figures presented in this report were generated using
        sophisticated computer models that make calculations based on numbers
        carried out to three or more decimal places. In the interest of
        simplicity, most numbers have been rounded to the nearest tenth of a
        percent. Thus, these figures may be subject to small rounding errors.

   18.  Any distribution of the total value between the land and improvements
        or between partial ownership interests applies only under the stated
        use. Moreover, separate allocations between components are not valid if
        this report is used in conjunction with any other analysis.

   19.  The Americans with Disabilities Act (ADA) became effective on January
        26,1992. We have conducted no specific compliance survey to determine
        whether the subject property is in conformity with the various detailed
        requirements of the ADA. It is possible that the property does not
        comply with the requirements of the act, and this could have an
        unfavorable effect on the property value. Because we have no direct
        evidence regarding this issue, our estimate of value does not consider
        possible non-compliance with the ADA.

   20.  This study was prepared by HVS International, a division of M&R
        Valuation Services, Inc. All opinions, recommendations and conclusions
        expressed during this assignment have been rendered



<PAGE>

HVS International, 
San Francisco, California   Statement of Assumptions and Limiting Conditions 156
- --------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]



        by the staff of M&R Valuation Services, Inc., acting solely as
        employees and not as individuals.

   21.  Our estimate of market value reflects a deduction of roundly
        $24,900,000 for capital expenditures that, in the opinion of the
        appraisers, a prudent buyer would deem necessary. The value assumes
        that of the $53,000,000 renovation budget, approximately $25,300,000 is
        funded out of annual FF&E reserves. The appraisal also assumes that the
        renovations are completed as described in a good workmanlike manner.

<PAGE>


HVS International, 
San Francisco, California   Statement of Assumptions and Limiting Conditions 157
- --------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]

- -------------------------------------------------------------------------------
18. CERTIFICATION    
    
    We, the undersigned appraisers, hereby certify:
    
   1.   that the statements and opinions presented in this report, subject to
        the limiting conditions set forth, are correct to the best of our
        knowledge and belief;
    
   2.   that Mark D. Capasso personally inspected the property described in
        this report and that Elaine Sahlins and Suzanne R. Mellen, CRE, MAI did
        not personally inspect the property but did actively participate in the
        analysis and conclusions;
    
   3.   that the appraisers have extensive experience in the valuation of
        hotels and believe that they are competent to undertake this appraisal;
    
   4.   that we have no current or contemplated interests in the real estate
        that is the subject of this report;
    
   5.   that we have no personal interest or bias with respect to the subject
        matter of this report or the parties involved;
    
   6.   that this report sets forth all of the limiting conditions (imposed by
        the terms of this assignment) affecting the analyses, opinions, and
        conclusions presented herein;
    
   7.   that the fee paid for the preparation of this report is not contingent
        upon the amount of the value estimate;
    
   8.   that this report has been prepared in accordance with and is subject to
        the requirements of the Code of Professional Ethics and Standards of
        Professional Appraisal Practice of the Appraisal Institute;
  
    
<PAGE>

    
HVS International, 
San Francisco, California   Statement of Assumptions and Limiting Conditions 158
- --------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]


   
   9.   that the use of this report is subject to the requirements of the
        Appraisal Institute relating to review by its duly authorized
        representatives;
    
   10.  that this report has been prepared in accordance with the Uniform
        Standards of Professional Appraisal Practice (as adopted by the
        Appraisal Foundation);
    
   11.  that no one other than the undersigned prepared the analyses,
        conclusions, and opinions concerning real estate that are set forth in
        this appraisal report;
    
   12.  that as of the date of this report, Suzanne R. Mellen, CRE, MAI, has
        completed the requirements of the continuing education program of the
        Appraisal Institute;
    
   13.  that this appraisal is not based on a requested minimum value, a
        specific value, or the approval of a loan.
      
    
                                        /s/ Mark D. Capasso
                                        ----------------------------------
                                        Mark D. Capasso, as an employee of
                                        M&R Valuation Services, Inc.
                                        
                                        /s/ Elaine Sahlins
                                        ---------------------------------
                                        Elaine Sahlins, as an employee of
                                        M&R Valuation Services, Inc.
                                        
                                        /s/ Suzanne R. Mellen
                                        ----------------------------------------
                                        Suzanne R. Mellen, CRE, MAI, as an
                                        employee of M&R Valuation Services, Inc.
<PAGE>

HVS International, San Francisco, California                             Addenda
- --------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]

- --------------------------------------------------------------------------------
    ADDENDA
    
    Accepted Proposal
    Legal Description
    Photographs of Subject Property


<PAGE>
[HVS INTERNATIONAL LOGO]
- -------------------------------------------------------------
                                    PROPOSAL
                                    -----------------------------------------
                                    FOR AN
                                    -----------------------------------------
                                    ECONOMIC STUDY AND APPRAISAL
                                    -----------------------------------------
                                    HOTEL DEL CORONADO
                                    -----------------------------------------
                                    SAN DIEGO, CALIFORNIA
                                    -----------------------------------------

SUBMITTED TO:

Mr Marc Childress
Morgan Stanley Mortgage Capital, Inc.
1585 Broadway
New York, NY 10036
(212)790-7212 Phone
(212)761-0509 Fax

PREPARED BY:

Hospital Valuation Services
A Division of Hotel Consulting Services, Inc.
372 Willis Avenue
Mineola, NY 11501
(516)248-8828 Phone
(516)742-3059 Fax
Web Site: www.hvs-intl.com

October 21, 1997

<PAGE>

Hospitality Valuation Services, Mineola, New York                     PROPOSAL 1
- --------------------------------------------------------------------------------
[HVS INTERNATIONAL LOGO]

PROPOSAL FOR AN ECONOMIC STUDY AND APPRAISAL REPORT

                  Pursuant to our conversation, we are pleased to submit this
                  proposal for services of the Hospitality Valuation Services
                  division of Hotel consulting Services, Inc. in connection
                  with the Hotel Del Coronado, San Diego, California. This
                  letter sets forth a description of the objectives and scope
                  of the assignment, along with the methodology to be employed,
                  an estimate of the time requirements and a schedule of
                  professional fees.

OBJECTIVE         The objective of this assignment is to perform an economic 
                  study and appraisal for the purpose of evaluating the marked
                  demand, analyzing the economics, projecting income and
                  expense and estimating the market value of the
                  above-captioned property. Our valuation will be as of the
                  date specified by you and will consist of one overall value
                  incorporating the land, improvements and personal property
                  components.

                  In order to accomplish the objective described above, our 
                  work will be conducted in three phases, which typically 
                  include the following steps:

PHASE ONE:         1. We will meet with you and/or your representatives to 
FIELDWORK             discuss our study in more detail and formulate a schedule
                      for performing the fieldwork. At this time, we will gather
                      any information from you which may assist us in performing
                      this assignment (a list of necessary information is set
                      forth in this proposal).

                   2. An on-site inspection of the subject property will be
                      made to determine the current physical condition and
                      functionality of the improvements, as well as the  
                      furniture, fixtures and equipment. We will view and 
                      evaluate the public areas, back-of-the-house space, a 
                      sample of the guestrooms and the mechanical equipment.
<PAGE>

Hospitality Valuation Services, Mineola, New York                     PROPOSAL 2
- --------------------------------------------------------------------------------
[HVS INTERNATIONAL LOGO]

                   3. The physical orientation of the subject site with respect
                      to access and visibility to highways, other forms of
                      transportation and the local demand for accommodations
                      will be analyzed. We will also review the supportive
                      nature of surrounding land uses as they relate to the
                      subject property.

                   4. The demand for transient accommodations will be
                      investigated to identify the various generators of
                      visitation operating within the local market. The current
                      and anticipated potential of each of these market segments
                      will be evaluated to determine the extent of existing and
                      future demand. Interviews with officials of business and
                      government, as well as statistical data collected during
                      the fieldwork, are useful in locating and quantifying
                      transient demand. In conjunction with the identification 
                      of potential demand, an investgation will be made of the
                      respective strengths of these markets in terms of
                      seasonality, weekly demand fluctuations, vulnerability to
                      economic trends and changes in travel patterns and other
                      related factors. When appropriate, similar market
                      research procedures are utilized in estimating the demand
                      for food, beverage, banquet and other facilities.

                   5. The market orientation of nearby lodging facilities will
                      be evaluated to determine their competitive position with
                      respect to the subject. Those properties displaying 
                      similar market attributes will receive a physical 
                      inspection, along with selective management interviews, to
                      estimate levels of occupancy, room rates, market 
                      segmentation and other pertinent operational 
                      characteristics. Some of the competitive factors that will
                      be specifically reviewed include: location, type and 
                      quality of facilities, physical condition, management 
                      expertise and chain affiliation.

                   6. Statistical data relating to general economic and
                      demographic trends often foreshadows future potential for
                      market area and neigborhoods. Interviews with local 
                      Chambers of Commerce, economic development agencies and
                      other related organizations, along with an investigation
                      of the subject's primary market area will reveal patterns
                      reflecting growth, stability or decline.

<PAGE>

Hospitality Valuation Services, Mineola, New York                     PROPOSAL 3
- --------------------------------------------------------------------------------
[HVS INTERNATIONAL LOGO]

                   7. Expense factors relating to local conditions such as
                      labor, food and beverage costs, energy rates, assessed
                      values and taxes will be researched. In most instances, we
                      will attempt to utilize actual expense experience from
                      either the subject or comparable properties in the 
                      economic portion of our appraisal.

                   8. Through interviews with hotel operators, developers,
                      governmental officials and others, we will ascertain the
                      status of projects under construction, purposed or rumored
                      which might be competitive with the subject property.

                   9. Depending on the nature of the assignment and the
                      individual characteristics of the subject's market, our
                      field work may also include:

                      o Interviews with zoning and building officials;
 
                      o Meetings with local planners, highway officials and 
                        property assessors;

                      o Discussions with other appraisers, counselors, real 
                        estate and mortgage brokers, bankers, architects, 
                        builders and developers.

PHASE TWO:         1. Based on the data and information gathered during the 
ANALYSIS              fieldwork phase, along with our extensive library of 
                      actual hotel operating statements, financial statistics,
                      area hotel trends and investor requirements, we will first
                      perform a supply and demand analysis for the subject
                      property to determine its market orientation and 
                      competitive position with respect to other lodging 
                      facilities. The supply and demand analysis typically 
                      encompasses the following eight steps:

                      a. Using the occupancy levels and market segmentations of 
                         the competitive properties, the number of room nights 
                         actually accommodated in each segment is calculated by 
                         multiplying each property's room count by its 
                         occupancy, market segmentation and 365 days. This 
                         yields the accommodated room night demand. The annual 
                         number of room nights occupied per room in each 
                         segment is also calculated (room nights occupied per 
                         year divided by the room count), and the resulting 
                         figure serves as a competitive index.

<PAGE>


Hospitality Valuation Services, Mineola, New York                     PROPOSAL 4
- --------------------------------------------------------------------------------
[HVS INTERNATIONAL LOGO]

                      b. Latent demand (which consists of unaccommodated and
                         induced demand) is estimated for each market segment.
    
                      c. Growth rates are projected for each of the market 
                         segments.

                      d. The total usable room night demand (which consists of
                         usable latent demand and accommodated demand) is 
                         projected.

                      e. The area's guestroom supply and total room nights 
                         available are quantified for each projection year.

                      f. The overall competitive occupancy is calculated for 
                         each projection year.

                      g. Using competitive indexes, the relative competitiveness
                         of each of the area hotels is evaluated.

                      h. The subject property's market share, number of room 
                         nights captured, and occupancy levels are quantified 
                         based on its perceived competitiveness relative to the
                         other lodging facilities in the market.

                      This analysis will result in a quantification and
                      documentation of probable future trends in the subject's
                      occupancy, average rate and overall rooms revenues. A
                      similar procedure will be utilized in projecting food,
                      beverage and other revenues.

                   2. Using actual income and expenses statements of the subject
                      property (if available), as well as operating data from
                      comparable lodging facilities, we will develop income and
                      expense estimates corresponding to the level of activity 
                      and quality of operations indicated by the projected 
                      occupancy and average rate.

                   3. A projection of income and expense representing future
                      expectations of income potential will be made for a 
                      ten-year period of time. This analysis will utilize HVS 
                      Software, a sophisticated computerized financial analysis
                      package, developed by Stephen Rushmore and Suzanne 
                      Mellen. The logic behind the projection of income and 
                      expense is based on the premise that hotel revenue and 
                      expenses have one component that is fixed and another
                      that varies directly with occupancy and facility usage.
                      The software takes a known level of revenue or expense
                      and calculates the

<PAGE>


Hospitality Valuation Services, Mineola, New York                     PROPOSAL 5
- --------------------------------------------------------------------------------
[HVS INTERNATIONAL LOGO]


                      fixed and variable component. The fixed component is then
                      held constant while the variable component is adjusted for
                      the percent change between the projected occupancy and 
                      facility usage that produced the known level of revenue or
                      expense. Our projected income statements conform with the 
                      Uniform System of Accounts for Hotels and include a 
                      detailed line-by-line account of all revenue sources and
                      expenses.

                   4. The current market for hotel/motel transfers, mortgage
                      rates and hostelry equity investment requirements will be
                      researched. Using these market indicators as a base and
                      adjusting for potential investment benefits and risks
                      displayed by the subject property, we will formulate an
                      appropriate capitalization rate.

                   5. Following the recommended procedures and industry
                      standards set forth in the textbooks The Valuation of 
                      Hotel and Motels, Hotels, Motels, and Restaurants: 
                      Valuation and Market Studies, The Computerized Income 
                      Approach to Hotel-Motel Valuations, and Hotels and Motels:
                      A Guide to Market Analysis, Investment Analysis, and 
                      Valuations that we authored for The Appraisal Institute,
                      an estimate of market value will be developed by the 
                      Income Capitalization Approach. When relevant, comparable
                      data is available, either the Cost Approach and/or Sales 
                      Comparison Approach will be utilized as a valuation cross 
                      check.

PHASE THREE       Complete documentation of our fieldwork, analyses and value 
WRITTEN REPORT:   conclusions will be set forth in our narrative report. 
                  Conforming to the standards of The Appraisal Institute (MAI),
                  the appraisal will contain the following sections:

                   1. Purpose of the appraisal and definition of value

                   2. Description of the site and physical improvements and 
                      amenities

                   3. Reviews of the area and neighborhood

                   4. Analysis of the market for transient accommodations

                   5. Examination of existing and proposed competition

                   6. Projection of income and expenses

                   7. Development of an appropriate capitalization rate

<PAGE>

Hospitality Valuation Services, Mineola, New York                     PROPOSAL 6
- --------------------------------------------------------------------------------
[HVS INTERNATIONAL LOGO]

                      8. Review of other valuation approaches

                      9. Value conclusion

                     10. Signed MAI certificate

                  When appropriate, we will include graphics such as
                  photographs, maps, surveys, plans and charts assist in
                  visualizing our findings. The final reports will be
                  individually laser printed utilizing a state-of-the-art
                  desktop publishing system.

REQUESTED         To aid us in performing this assignment, we request that you
INFORMATION       provide us with the following information (when applicable):

                      1. Income and expense statements and balance sheets with 
                         full supporting schedules for the past three years; a 
                         summary of occupancy and average rate, by month, for 
                         the past two years;

                      2. Any leases, management contracts, franchise agreements,
                         mortgages, title reports, stock or partnership 
                         agreements, union agreements, service contracts, 
                         reservation reports, inspection reports, engineering 
                         reports, etc.;

                      3. Architectural/floor plans and plot plans, survey and 
                         legal description;

                      4. Operating budgets, projections, marketing plans, etc.;

                      5. Past appraisals, market and feasibility studies, impact
                         studies, prospectuses, Smith Travel STAR reports; any
                         Phase I or Phase II environmental audit reports;

                      6. The latest real and personal property tax bills and 
                         name of legal owner;

                      7. List of capital expenditures for the past three years 
                         and capital budget (cost) projections;

                      8. Terms of purchase or sale of the subject property
                         including options and listings. Terms required: 
                         price, date, and financing. Include a copy of the 
                         contract and closing statement;

                      9. Detailed ownership history for the subject property for
                         the last five years.

<PAGE>

Hospitality Valuation Services, Mineola, New York                     PROPOSAL 7
- --------------------------------------------------------------------------------
[HVS INTERNATIONAL LOGO]


SATISFACTION     We are confident that you will find our report to be 
GUARANTEE        comprehensive, thorough and complete. Upon submission of our 
                 first draft, we will incorporate any suggestions you may
                 have that would enhance the effectiveness of our
                 presentation.

PERSONALIZED     Upon submission of our study, members of Hospitality 
SUPPORT          Valuation Services will be available to meet with you and/or 
                 any third party to go over our analysis and conclusions. This
                 personalized support enhances the  credibility of our
                 findings and assists you in achieving your objectives.

UNIQUE           Your assignement will be performed by HVS associates who 
QUALIFICATION    specialize exclusively in hospitality-related consulting. All 
CONSULTING       possess a unique combination of actual industry operating 
                 experience and real estate valuation cross training. Most have
                 degrees from leading hotel management schools.

SYNDICATIONS     Unlike accounting firms, Hotel Consulting Services, Inc. will 
AND PUBLIC       allow this report to be utilized in syndications and public 
OFFERINGS        offerings provided that its contents and conclusions are not 
                 communicated in a misleading manner. Hotel Consulting Services,
                 Inc. will also give permission for an electronic copy of the
                 report to be filed with the SEC. There is no additional charge
                 for this service.

TIMING           We anticipate that our fieldwork, analysis and preparation of 
                 the economic study and appraisal report can be completed
                 within approximately 20 days of your execution of this
                 agreement and receipt of all requested information. We
                 understand that you require a draft copy by November 7, 1997
                 and anticipate no diffculty in meeting this deadline, assuming
                 the requested information is received in a timely manner.

PROFESSIONAL     Our fee for the fieldwork, analysis and preparation of the 
FEES             economic study and appraisal report will be     , payable    
                 upon execution of this agreement and     prior to delivery 
                 of the economic study and appraisal report in its final,
                 signed format. It is our normal policy to provide a draft copy
                 of our final report for your review. Upon you approval of this
                 draft, we will commence printing the final report, which will
                 be delivered to you when our invoice for services has been
                 paid in full. This fee covers all report preparation costs,
                 such as graphics, photographs, typing, proofreading, printing
                 and binding, and includes five copies of the final report
                 which will be delivered to you.

<PAGE>

Hospitality Valuation Services, Mineola, New York                     PROPOSAL 8
- --------------------------------------------------------------------------------
[HVS INTERNATIONAL LOGO]

                 Payment must be made in U.S. dollars, using either a check
                 drawn on a U.S. bank or write transfer of funds to the account
                 of Hotel Consulting Services, Inc.

                 In addition to our professional fees, you agree to reimburse
                 us for reasonable out-of-pocket travel and related expenses
                 incurred while traveling on your behalf. You also agree to pay
                 the cost of Smith Travel Research market occupancy reports if
                 this information is not available from the property, along
                 with the cost of any Federal Express charges incurred in
                 connection with this assignment. You will be billed
                 periodically for these expenses, which will be due and payable
                 upon presentation of our bills. Such expenses are not to
                 exceed $2,500 without the prior consent of Morgan Stanley.

                 If payment professional fees and out-of-pocket travel and
                 related expenses is not received within thirty (30) days of
                 the billing date, the Hospitality Valuation Services division
                 of Hotel Consulting Services, Inc. reserves the right to
                 suspend all work until payment is made and apply a service
                 charge of 1.5 percent per month or fraction thereof to the
                 total unpaid sum. It is further agreed that in the event any
                 type of action becomes necessary to enforce collection of
                 bills rendered, you will be responsible for all collection
                 costs, including but not limited to court costs and reasonable
                 legal fees. It is understood that Hospitality Valuation
                 Services may extend the time for payment on any part of
                 billings rendered without affecting the understanding outlined
                 above.

                 If any dispute, controversy or claim arises in connection with
                 the performance or breach of this agreement then such dispute,
                 controversy or claim shall be settled by arbitration in
                 accordance with the laws of the State of New York and the then
                 current Commercial Arbitration Rules of the American
                 Arbitration Association, and shall take place in Mineola, New
                 York, unless the parties agree to a different locale.

                 Such arbitration shall be conducted before a panel of three
                 persons, one chosen by each party and the third selected by
                 the two party-selected arbitrators. The arbitration panel
                 shall have no authority to award nonmonetary or equitable
                 relief, and any monetary award shall not include punitive
                 damages.

                 The award issued by the arbitration panel may be confirmed in
                 a judgment by any federal of state court of competent
                 jurisdiction. All reasonable costs of both parties, as
                 determined by the arbitrators, including (1) the fees and

<PAGE>

Hospitality Valuation Services, Mineola, New York                     PROPOSAL 9
- --------------------------------------------------------------------------------
[HVS INTERNATIONAL LOGO]


                 expenses of the AAA and the arbitrators and (2) the costs,
                 including reasonable attorneys' fees, necessary to confirm the
                 award in court shall be borne entirely by the non-prevailing
                 party (to be designated by the arbitration panel in the award)
                 and may not be allocated between the parties by the
                 arbitration panel.

                 It is agreed that the liability of the Hospitality Valuation
                 Services division of Hotel Consulting Services, Inc., its
                 employees and anyone else associated with this assignment is
                 limited to the amount of the fee paid is liquidated damages.
                 You acknowledge that any opinions, recommendations and
                 conclusions expressed during this assignment will be rendered
                 by the staff of Hotel Consulting Services, Inc. acting solely
                 as employees and not as individuals. Any responsibility of
                 Hospitality Valuation Services is limited to the client, and
                 use of our product by third parties shall be solely at the
                 risk of the client and/or third parties.

                 The study described in this proposal will be made subject to
                 certain assumptions and limiting conditions. A copy of our
                 normal assumptions and limiting conditions will be provided
                 upon request.

                 Contents from the report described in this proposal may be used
                 for a syndication after obtaining approval from Hotel
                 Consulting Services, Inc. Approval will be granted if our
                 information and conclusions are not communicated in a
                 misleading manner.

                 If the foregoing proposal meets with your acceptance, please
                 sign and return one copy of this agreement, together with your
                 retainer check in the amount of $10,000. Your signature
                 beneath the words "Agreed to and Accepted," together with your
                 remittance, signify your agreement to employ the Hospitality
                 Valuation Services division of Hotel Consulting Services, Inc.
                 for these services.

                 In order to schedule our assignments and perform your study in
                 accordance with the limiting set forth above, we ask that you
                 return an executed copy of this agreement on or before October
                 24, 1997.

                 In addition to the services set forth in this proposal,
                 Hospitality Valuation Services offers environmental
                 consulting and executive search. HVS Eco Services evaluates a
                 hotel's environmental sensitivity with respect to solid waste
                 management, energy and water conservation, governmental
                 compliance and employee education. Its environmental audit is
                 designed to reduce operating expenses and promote
                 environmental awareness.

<PAGE>

Hospitality Valuation Services, Mineola, New York                    PROPOSAL 10
- --------------------------------------------------------------------------------
[HVS INTERNATIONAL LOGO]


                 Environmentally sensitive hotels are awarded the ECOTEL
                 Certification--the green seal of the hotel industry. HVS
                 Executive Search is a human resource consulting practice
                 dedicated to the recruitment of senior lodging industry
                 executives. For futher information on these services, please
                 contact the undersigned.

                 We appreciate the opportunity of submitting this proposal and
                 look forward to working with you on this assignment.


                                 Very truly yours,
                                 The Hospitality Valuation Services division of
                                 HOTEL CONSULTING SERVICES, INC.


                                 /s/ Anne R. Lloyd-Jones


                                 Anne R. Lloyd-Jones, CRE
                                 Senior Vice President




                                 /s/ Stephen Rushmore


                                 Stephen Rushmore, CRE, MAI, CHA
                                 President




                        AGREED TO AND ACCEPTED:
                        Morgan Stanley Mortgage Capital, Inc.
                        re: Hotel Del Coronado, San Diego, California
 
                        By: /s/ 
                           ----------------------------
                        DATE:     October 21, 1997
                             --------------------------

                        ARL-J:SR:wm

<PAGE>


                             Consent of Consultant
                             ---------------------

We consent to the inclusion of any form (whether in paper or digital format,
including any electronic media such as CD-ROM or the Internet) of the
Prospectus Supplement relating to Morgan Stanley Capital I Inc., Commercial
Pass-Through Certificates, Series 1998-XL1, of our market study and/or
appraisal with respect to the property Hotel Del Coronado and we consent to the
reference of our firm under the caption "Experts" in such Prospectus
Supplement.

                                           HOSPITALITY VALUATION SERVICES

                                           By: /s/ Anne R. Lloyd-Jones
                                              ------------------------------
                                               Name:  Anne R. Lloyd-Jones
                                               Title: Senior Vice President

                                           Signed on  October 21, 1997
                                        

<PAGE>












                            Partnership Grant Deed



                               [ILLEGIBLE TEXT]














<PAGE>

All those portions of Block 2 and 2-A, and portion of Street (vacated by
Resolution No. 1521, recorded November 25, 1941 as Instrument No. 72956 in the
office of the County Recorder of said County) in Resubdivision of Blocks 1, 2,
2-A and 3 of Coronado Beach South Island, according to Map thereof No. 1161
filed in the office of the County Recorder of said County, and that portion of
the Island or Peninsula of San Diego, according to General Land Office Map
approved June 11, 1863, included in the 5.962 acre parcel shown on the Record
of Survey Map No. 7623 filed in the office of said County Recorder, described
as follows:

Beginning at the most Southeasterly corner of Parcel 4 of Parcel Map No. 2112
filed in the office of the County Recorder, thence along the Southwesterly line
of said Parcel 4, North 52(degree) 24' 30" West 311.69 feet to an angle point
therein; thence North 34(degree) 59' 50" West 122.68 feet; thence leaving said
line South 35(degree) 44' 25" West 77.19 feet; thence South 54(degree) 15' 35"
East 226.00 feet; thence South 35 (degree) 44' 25" West 75.00 feet; thence
South 54 (degree) 15' 35" East 69.00 feet; thence South 36(degree) 41'29" West
171.07 feet to a point in the Northeasterly line of the land described in deed
to the City of Coronado, recorded August 14, 1972 at file page No. 213766 of
official Records; thence along said Northeasterly line South 49 (degree) 23'
42" East 186.30 feet to the Southeasterly line of said 5.962 Acre Parcel of
land above mentioned; thence along said Southeasterly line Northerly along the
arc of a non-tangent curve concave Westerly a distance of 35.32 feet; thence
tangent to said curve North 25 (degree 32' 55" East 249.93 feet to a tangent
530 foot raidus curve concave Southeasterly; thence Northerly along the arc of
said curve 7.66 feet to the Point of Beginning.

Containing 1.436 Acres

RJ/lbp
A-6595
2/14/78

                                   EXHIBIT A
                                   ---------

                                                                   Page 1 of 2.

62,563 SQ.FT.

<PAGE>


That portion of Parcel 3 of Parcel Map No. 2112, in the City of Coronado,
County of San Diego, State of California, according to Map thereof filed in
Book of Parcel Maps as File No. 73-330044 of Official Records in the office of
the County Recorder of said County being a division of Block 2 and 2A of
Resubdivision of Blocks 1, 2, 2A and 3, Coronado Beach, South Island, Map No.
1161, and a portion of the island or peninsula of San Diego, according to
General Land Office Map approved June 11, 1868, described as follows:

Beginning at the southwesterly corner common to Parcels 2 & 3 of said Parcel
Map 2112; thence along the boundary line of said Parcel 3, North 68(degree) 26'
26" East 320.65 feet to a tangent curve concave Southerly; thence Easterly
along the arc of said curve 20.68 feet through an angle of 13(degree) 09' 46";
thence leaving said said curve South 36(degree) 14' 48" West 317.49 feet to a
point in the arc of 119 foot radius curve concave Northwesterly, a radial line
of said curve bears South 59(degree) 51' 28" West to said point; thence
Northwesterly along the arc of said curve 74.12 feet through an angle of
35(degree) 41' 17"; thence leaving said North 70(degree) 58' 04" West 48.25
feet to a tangent 75 foot radius curve concave northerly; thence westerly along
the arc of said curve 30.26 feet through an angle of 23 (degree) 06' 47";
thence tangent to said curve North 47(degree) 51' 17" West 48.62 feet to the
point of beginning.

Containing 0.635 Acres
RJ/lbp
A-6595
2/14/78




                                   EXHIBIT A


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HVS International, San Francisco, California                     Qualifications
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]
- -------------------------------------------------------------------------------

QUALIFICATIONS






                         Mark D. Capasso
                         Elaine Sahlins
                         Suzanne R. Mellen, CRE, MAI






<PAGE>
HVS International, San Francisco, California   Qualifications of Mark D. Capasso
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]

    
    MARK D. CAPASSO
    
    EMPLOYMENT
    1994 to present      HVS GAMING SERVICES
                         San Francisco, California
                         (Casino Valuations, Market Studies, Feasibility 
                         Reports, and Gaming Analysis)
    
    1994 to present      HOSPITALITY VALUATION SERVICES
                         San Francisco, California
                         (Hotel/Motel Valuations, Market Studies, Feasibility 
                         Reports, and Investment Counseling)

    1993 to 1994         LAS VEGAS HILTON
                         Las Vegas, Nevada

    1993 to 1994         CALIFORNIA CASINO HOTEL
                         Las Vegas, Nevada
    
    1990 to 1993         QUALITY INN SUNRISE SUITES HOTEL
                         Las Vegas, Nevada

    1988 to 1990         BRISTOL SUITES HOTEL
                         Dallas, Texas
    
    EDUCATION            BS - School of Hotel Administration, University of 
                         Nevada, Las Vegas
    
                         Scuola Administratione di Aziendale; Turin, Italy, 
                         European Economic Community Studies
    
                         Courses: 310 Income Capitalization; SPPA; SPPB - 
                         Appraisal Institute
    
    TEACHING AND LECTURE University of Nevada, Las Vegas: Hotel Feasibility
    ASSIGNMENTS          Analysis - Guest Lecturer
    
    PUBLISHED            HVS Gaming Services Industry Profile. "The 
    ARTICLES AND         Metamorphosis and of Glitter Gulch," July, 1996
    CHAPTERS             
    
                         Casino Executive Magazine. "Managing the Casino/Hotel,"
                         Bi-Monthly Column
<PAGE>

HVS International, San Francisco, California   Qualifications of Mark D. Capasso
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]


<TABLE>
<CAPTION>
<S>                          <C>                                    <C>
CORPORATE AND INSTITUTIONAL  Bank of San Francisco                  Manor Care
CLIENTS SERVED               Bank of the West                       Marriott International
                             Banker's Trust                         N & S Development
                             Boyd Gaming Corporation                Nations Credit Commercial
                             CIBC Wood Gundy                         Corporation
                             CS First Boston                        Nomura Asset Capital Corporation
                             Caesar's World Gaming                  Northwest Lodging, Inc.
                             Canadian Imperial Bank of              Park Lane Hotels
                               Commerce                             Patriot American Hospitality
                             Citicorp Real Estate, Inc.             Piccadilly Inn Hotels
                             Colorado Casino Resorts, Inc.          The Prudential Real Estate Group
                             Coopers & Lybrand                      Red Lion Hotels and Inns
                             Credit Lyonnais                        Redwood Bank
                             Cupertino National Bank & Trust        San Jose National Bank
                             Dai-Ichi Kangyo Bank, Ltd.             The Shaner Hotel Group
                             Evergreen Associates                   Starwood Lodging
                             First Security Commercial Mortgage     Summerfield Suites Hotel
                             Glendale Redevelopment Agency           Corporation
                             Hospitality Franchise System           Teacher's Insurance & Annuity
                               (Ramada)                              Association
                             Host Marriott                          U.S. Bancorp
                             IMPAC Hotels                           Union Bank of California
                             International Bank of California       Wells Fargo Bank
                             K & S Enterprises (USA) Corporation    West L.B.
                             Legacy Hospitality                     Windsor Capital
                             Lehman Brothers                        Yasuda Trust
                             M & M Development
</TABLE>
<PAGE>

HVS International, San Francisco, California   Qualifications of Elaine Sahlins
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]
- -------------------------------------------------------------------------------

    
    ELAINE SAHLINS
    
    EMPLOYMENT          HVS INTERNATIONAL
    1997 to present     San Francisco, California
                        Director
                        (Hotel-Motel Valuations, Market Studies)
    
    1989 to 1997        BANK OF AMERICA
                        San Francisco, California
                        Review Appraiser
                        (Hotel-Motel, Casino, and Commercial Real Estate 
                        Valuations, Appraisal Management)
    
    1987 to 1989        VMS REALTY PARTNERS
                        Chicago, Illinois
                        Senior Acquisition Analyst
                        (Hotel-Resort Market Studies, Due Diligence, Operation 
                        Studies, Investment Analysis)
    
    1984-1985           JUDSON HOTELS
                        New York, New York
                        Credit/Collection Manager/Paymaster
                        (Credit Policies and Procedures, Payroll Administration)
    
    1983-1984           PIERRE HOTEL
                        New York, New York
                        Guest History Supervisor
                        (Marketing and MIS Administration)
    
    PROFESSIONAL        Certified General Real Estate Appraiser - States of 
    AFFILIATIONS        California and Nevada


    EDUCATION           AB - Barnard College, Columbia University
    
                        MPS - School of Hotel Administration, Cornell University
    
                        Professional Coursework - Appraisal Institute
<PAGE>

HVS International, San Francisco, California   Qualifications of Elaine Sahlins
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]

       PARTIAL LIST OF HOTELS, MOTELS AND CASINOS APPRAISED OR EVALUATED
                               BY ELAINE SAHLINS
<TABLE>
<CAPTION>

    
    ALASKA                                      DISTRICT OF COLUMBIA                      MONTANA
   <S>                                         <C>                                       <C>
    
    Cusack's Ramada Inn, Anchorage              Comfort Inn, Washington D.C.              Sheraton Hotel, Billings
    Westmark Hotel, Anchorage                                                             Holiday Inn-Parkside, Missoula
    Best Western Bidarka inn, Homer             FLORIDA
                                                                                          NEW JERSEY
    ARIZONA                                     Boca Raton Hotel and Resort, Boca Raton
                                                Holiday Inn, Ft. Lauderdale               Holiday Inn, Jamesburg
    E-Z Metro Center, Phoenix                   Pier 66 Hotel & Marina, Ft. Lauderdale
    Scottsdale Princess Resort, Scottsdale      Proposed Resort, Key Biscayne             NEVADA
                                                Hyatt Resort, Key West
    CALIFORNIA                                  Howard Johnson Inn, Kissimmee             Ormsby House, Carson City
                                                Knights Inn-Kissimmee, Kissimmee          Crystal Park Casino Hotel, Crystal City
    Cambell Inn, Campbell                       Ramada Inn-Jacksonville, Jacksonville     Gem Casino, Henderson
    Pruneyard, Campbell                         Best Western, Orlando                     Tom's Sunset Casino, Henderson
    Pine Inn Hotel & Retail, Carmel             Days Inn, Orlando                         Boardwalk Hotel & Casino, Las Vegas
    The Trees Inn, Concord                      Orlando Twin Towers, Orlando              Boulder Station, Las Vegas
    Red Lion Hotel, Costa Mesa                  Comfort Inn, Pensacola                    El Morocco Motel, Las Vegas
    Singing Hills Ranch, El Cajon                                                         Eureka Saloon Casino, Las Vegas
    Days inn Emeryville, Emeryville             HAWAII                                    Hacienda Casino Hotel, Las Vegas
    Holiday Inn, Foster City                                                              La Concha Motel, Las Vegas
    Blackstone Plaza Inn, Fresno                Westin Kauai, Kalapaki Beach, Lihue       MGM Grand, Las Vegas
    Days Inn-LAX, Inglewood                                                               Monte Carlo Casino Hotel, Las Vegas
    Springtown Motel, Livermore                 IDAHO                                     New York, New York Hotel & Casino, Las 
    Hilton-LAX, Los Angeles                                                               Vegas Palace Station, Las Vegas
    Holiday inn, Marina Del Rey                 Super 8, Coeur D'Alene                    Proposed Sunset Station, Las Vegas
    Marriott, Marina Del Rey                    Super 8, Lewiston                         Rio Hotel, Las Vegas
    Jack London Inn, Oakland                    Motels of America, Lewiston               Santa Fe Casino Hotel, Las Vegas
    Resort at Squaw Greek, Olympic Valley       Super 8, Ponderay                         Texas Station, Las Vegas
    Comfort Inn Rancho Cordova, Rancho Cordova                                            Peppermill Resort Hotel, Mesquite
    Bay Club Hotel & Marina, San Diego          INDIANA                                   Whiskey Pete's, Primm
    Comfort Suites, San Diego                                                             Holiday Inn, Reno
    Holiday Inn Miramar, San Diego              Omni Severin Hotel, Indianapolis          Hobey's Casino, Sun Valley
    Pacific Terrace Inn, San Diego                                                        Nevada Crossing Casino, Wendover
    Radisson Suite Hotel, San Diego             LOUISIANA
    Kensington Park Hotel, San Francisco                                                  NEW YORK
    Powell West Hotel, San Francisco            Boomtown New Orleans, Harvey
    Sir Francis Drake Hotel, San Francisco      Days Inn, New Orleans                     Omni Park Central Hotel, New York
    San Jose Fairmont, San Jose                                                           Proposed Soho Hotel, New York
    Days Inn Hotel Seaside, Seaside             MASSACHUSETTS                             
                                                                                          OREGON
    COLORADO                                    Copley Plaza Hotel, Boston                
                                                Sheraton Tara Lexington, Lexington        Monarch Hotel & Convention Ctr., Clackamas
    Hyatt Regency BeaverCreek, Avon                                                       Execulodge, Salem
    Old Towne Guesthouse Inn, Colorado Springs  MISSISSIPPI                               Gateway Motor Inn
    Denver Embassy Suites, Denver                                                         Nendels Morto Inn, Springfield
    Days Inn at Vail, Vail                      Boomtown Biloxi, Blioxi                   TEXAS
                                                University Inn, Oxford
    CONNECTICUT                                 Proposed Hotel, Tunica                    Amarillo Super 8 Motel, Amarillo
                                                                                          The Crescent Hotel, Dallas
    Stamford Tara Hotel, Stamford               MISSOURI
                                                 
                                                RiverFront Station, St. Charles
</TABLE>

<PAGE>

HVS International, San Francisco, California   Qualifications of Elaine Sahlins
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]

    
    VIRGINIA
    
    Holiday Inn, Arlington
    Sheraton Inn Coliseum
    Richmond Holiday Inn, Richmond
    
    WASHINGTON
    
    Pony Soldier Inn, Chehalis
    Homecourt All Suite Hotel, Kent
    University Plaza Motor, Seattle
    
    WYOMING
    
    Executive Inn, Evanston
    Super 8, Jackson
    
    BRITISH VIRGIN ISLANDS
    
    Little Dix Bay, Virgin Gorda
    
    CANADA
    
    Tritel Hotel "Ramada" Montreal
    L'Emerillon Hotel, Quebec City
    
    U.S. VIRGIN ISLANDS
    
    Caneel Bay Resort, St. John
    Frenchman's Reef Resort, St. 
    Thomas
    Grand Palazzo Hotel, St. Thomas
    
    EUROPE
    
    Proposed Monte Carlo Resort, Monaco
    Proposed Dordogne Resort, France
    Hanbury Manor, Great Britain
<PAGE>
HVS International, 
San Francisco, California       Qualifications of   SUZANNE R. MELLEN, CRE, MAI
- -------------------------------------------------------------------------------

[HVS INTERNATIONAL LOGO]

    
    SUZANNE R. MELLEN, CRE, MAI
    
    EMPLOYMENT           HVS INTERNATIONAL
    1985 to present      San Francisco, California
                         Managing Director
                         (Hotel-Motel Valuations, Market Studies, Feasibility
                         Reports, and Investment Counseling)
    
    1981 to 1985         HOSPITALITY VALUATION SERVICES
                         Mineola, New York
                         Director of Consulting and Valuation Services
                         (Hotel-Motel Valuations, Market Studies, Feasibility
                         Reports, and Investment Counseling)
    
    1980 to 1981         MORGAN GUARANTY TRUST COMPANY
                         New York, New York
                         Real Estate Appraiser and Consultant
                         (Real Estate Investment Valuation and Analysis)
    
    1980                 LAVENTHOL & HORWATH
                         New York, New York
                         Senior Consultant
                         (Management Advising Services - Market and Feasibility
                         Studies)
    
    1978 to 1980         HELMSLEY-SPEAR HOSPITALITY SERVICES
                         New York, New York
                         Senior Consultant
                         (Management Advising Services - Market and Feasibility
                         Studies)

    1976 to 1978         WESTERN INTERNATIONAL HOTELS
                         The Plaza, New York City
                         Management Trainee
                         (Rooms Operations and Accounting)

    1976                 HARLEY, LITTLE ASSOCIATES
                         Toronto, Canada
                         Junior Consultant
                         (Food Facilities Design, Market Studies)

<PAGE>


    
<TABLE>
<CAPTION>
<S>                               <C>
    Professional Affiliations     Appraisal Institute - Member (MAI)
                                  *Board of Directors - San Francisco Bay Area Chapter (1994, 1995)
                                  *Education Commitee Chairperson - Northern California Chapter 11
                                  *Workshop Commitee Chairperson - Northern California Chapter 11
                                  *Division of Courses - National Committee
                                  *Continuing Education Committee - New York Committee
                                  *Director, Real Estate Computer Show - New York Chapter
    
                                  American Society of Real Estate Counselors - Member (CRE)
                                  *Vice Chair - Northern California Chapter (1994, 1995)
                                  *Chair - Northern California Chapter (1996)
 
                                  National Association of Review Appraisers & Mortgage Underwriters (CRA)

                                  International Society of Hotel Consultants - Member (ISHC)

                                  Cornell Society of Hotelmen

                                  San Francisco Board of Realtors

                                  American Hotel and Motel Association

                                  California Hotel and Motel Association

                                  National Trust for Historic Preservation

                                  Urban Land Institute

    EDUCATION                     BS - School of Hotel Administration, Cornell University

                                  Liberal Arts Undergraduate Study - Carnegie Mellon University

                                  Completion of MAI course work - Appraisal Institute

                                  New York University - School of Continuing Education - Real Estate Division
    
    STATE CERTIFICATION           Arizona, California, Colorado, Hawaii, Michigan, Nevada

    TEACHING AND LECTURE          American Institute of Real Estate Appraisers - Approved Instructor -
    ASSIGNMMENTS                   Hotel/Motel Valuations
                                  California Hotel and Motel Association, 1985 Annual Convention -
                                   Development Overview
                                  1995 - Annual Meeting - The Capital Expenditure Requirements
                                  Citibank, N.A. - Hotel/Motel Valuations
                                  Cornell University - Real Estate Finance
<PAGE>

    

    TEACHING AND LECTURE          Cornell Center for Professional Development - Hotel Workouts Country
    ASSIGNINMENTS (CONT'D)        Hospitality Conference - Hotel Development, Challenges in the Nineties
                                  Econo-Travel Motor Hotel Corp., Annual Financial Seminar - Hotel Valuation
                                  Institute of Property Taxation, 1984 Real Estate Symposium - Simultaneous
                                   Valuation
                                  National Association of Review Appraisers and Mortgage Underwriters -
                                   Reviewing a Hotel Appraisal Report 1990
                                  National Conference of State Tax Judges - Valuation and the Hospitality Industry
                                  Northwest Center for Professional Development - 1986-87 Hotel Development
                                   Seminars
                                  Southhampton College - Feasibility Studies and Appraisals
                                  University of Denver - Hotel/Motel Valuation
                                  American Bar Association - Property Tax '92 - Income Approach
                                  UCLA Hotel Industry Investment Conference, 1995, 1996
                                  NYU Hospitality Industry Investment Conference, 1991, 1992,1993, 1994,
                                   1995
                                  Jeffer, Mangels, Butler & Marmaro Forum - Answers to Three of the Most
                                   Provocative Questions in Hotel Valuation Today
    PUBLISHED ARTICLES
    The Appraisal Journal         "Simultaneous Valuation: A New Technique," April 1983
    
    Appraisal Review & Mortgage   "How to Review a Hotel Appraisal," November 1989
    Underwriting Journal
    
    California Inntouch Magazine  "Value and Proper Use of Feasibility Studies," December 1990

    The Hotel Valuation Journal   "The Future of Full-Service Hotel Development"
    
    COMPUTER SOFTWARE
    "Simultaneous Capitalization  Software for the capitalization of a variable income stream
    Software"
    
    APPEARANCE AS AN EXPERT       Superior Court of the State of Arizona, County of Maricopa
    WITNESS                       Superior Court of the State of California, City and County of San Francisco
                                  Superior Court of the State of California, County of Los Angeles (Deposition)
                                  Superior Court of the State of California, County of San Diego, North County
                                   Branch
                                  Federal Tax Court, New York, New York
                                  U.S. District Court, Eastern District of Arkansas, Little Rock, Arkansas
                                  U.S. District Court, Central District of California (Deposition)
                                  U.S. District Court, Southern District of California
                                  Federal Bureau of Investigation, New York, New York (Deposition)
                                  U.S. Bankruptcy Court, Northern District of California
                                  U.S. Bankruptcy Court, Eastern District of California
                                  U.S. Bankruptcy Court, Colorado (Deposition)
<PAGE>

    

                                  U.S. Bankruptcy Court, Southern District of Texas, Houston Division
                                  U.S. Bankruptcy Court, Utah, Salt Lake City
                                  U.S. Bankruptcy Court, Southern District of California
                                  American Arbitration Association, Los Angeles
                                  American Arbitration Association, San Francisco
                                  Tax Appeal Board
                                    Los Angeles County, California
                                    Contra Costa County, California
                                    Orange County, California
                                    San Francisco County, California
                                    San Mateo County, California
</TABLE>
    
<TABLE>
<CAPTION>
    <S>                           <C>                                           <C>
    CORPORATE AND INSTITUTIONAL   Aegon USA Realty Advisors, Inc.               Citicorp Real Estate, Inc.
    CLIENTS SERVED                Aetna Life Insurance Co.                      City and County of San Francisco
                                  Aetna Real Estate Investment                  City of Boulder, Colorado
                                  American Realcorp                             Cleary, Gottlieb, Steen & Hamilton
                                  American Savings and Loan                     Coast Commercial Bank
                                  Amfac Parks & Resorts                         Column Financial, Inc.
                                  Bank of America                               Comerica Bank - California
                                  Bank of Boston                                Commercial Bank of Korea, Ltd.
                                  The Bank of New York                          Coudert Brothers
                                  Bank of San Francisco                         Credit Lyonnais
                                  Bank of the West                              Cupertino National Bank and Trust
                                  Bankers Trust Company                         Dai-Ichi Kangyo Bank, Ltd.
                                  Banque Nationale de Paris                     Daiwa Bank
                                  Barclay's Bank                                Days Inns
                                  The Beacon Companies                          Disney Development Company
                                  Boykin Management Co.                         Dollar Savings and Loan
                                  Broad, Schultz, Larson & Wineberg             Doubletree Inns
                                  Burlingame Bank and Trust Comp.               Drury Inns
                                  Caesars World Gaming                          EDA, U.S. Government
                                  California Federal Bank                       Duckor & Spradling
                                  California Department                         EPAM Corporation
                                    of Transportation                           Equitable Life Assurance Society
                                  Canadian Imperial Bank of                     Equitable Real Estate Investment
                                    Commerce                                      Management
                                  Carpenters Pension Trust for                  Estate of James Campbell
                                    Southern California                         Farmers National Bank
                                  CASC Corp.                                    Fidelity Federal Savings & Loan
                                  Case, Knowlson, Mobley, Burnett               First Boston
                                    and Luber                                   First Federal Savings and Loan
                                  Chase Manhattan Bank                          First Interstate Bank
                                  Chemical Bank                                 Fox Hotel Investors
                                  CIGNA Capital Advisors, Inc.                  Fuji Bank
                                  Citibank                                      Gibraltar Savings and Loan
<PAGE>



    CORPORATE AND INSTITUTIONAL   Gibson, Dunn & Crutcher                       Miramar Asset Management, Inc.
    CLIENTS SERVED (CONT'D)       Graham Taylor Hospitality Group               Mitsui Trust & Banking Co., Ltd.
                                  Gray, Cary, Ames & Frye                       The Money Store Commercial
                                  Gray, Cary, Ware & Freidenrich                 Mortgage, Inc.
                                  Great Western Bank                            Morgan Guaranty Trust
                                  HMG Lodging Management                        Morgan Stanley & Co.
                                  Hardage Suite Hotels                          Morrison &Foerster
                                  Hare, Brewer & Kelley, Inc.                   NS Development Co.
                                  Haruyoshi Kanko K.K.                          Nations Credit Commercial Corp.
                                  Heller, Ehrman, White & McAuliffe             Nations Financial Capital Corp.
                                  Heller Real Estate Financial Services         Network Mortgage Services
                                  Hibernia Bank                                 Nomura Securities International, Inc.
                                  Hodges Ward Elliott                           Northwinds N.V.
                                  Holiday Inns                                  Ny-West Development
                                  Hong Kong Bank                                Octavian, Inc.
                                  Hongkong Bank Alliance                        ORIX USA Corp.
                                  Host Marriott                                 Orrick, Herrington & Sutcliffe
                                  Hotel Investors Trust                         OZ Resorts and Entertainment
                                  Howard Johnson's                              The Pacific Bank
                                  Huntington Bank                               Pannell Kerr Forster
                                  Hyatt Development Corporation                 Parabas Bank
                                  Inter-Continental                             Patrick M. Nesbitt Associates, Inc.
                                  International Bank of California              Paul, Hastings, Janofsky & Walker
                                  International Bank of Singapore               Presideo Group
                                  ITT Sheraton Corporation                      Property Capital Trust
                                  Japan Airlines                                Prudential Realty Group
                                  J.E. Robert Company, Inc.                     Punjab National Bank
                                  John B. Coleman & Co.                         Ramada Inns
                                  John Q. Hammons                               Real Estate Capital Markets
                                  John Hancock Life Insurance                   Red Lion Hotels & Inns
                                  Key Bank of New York                          The RIM Corp.
                                  Kwong Hing Investment Center                  RT Capital Corporation
                                  Lake County Business Outreach and             San Francisco International Airport
                                   Response Team                                San Leandro Development Services
                                  Latham & Watkins                               Department
                                  Local Federal Bank, F.S.B.                    Seafirst Bank
                                  Long-Term Credit Bank of                      Security Pacific National Bank
                                   Japan, Ltd.                                  Salomon Brothers
                                  Lehman Brothers, Inc.                         Seven Seas Associates, LLC
                                  Leisure Sports, Inc.                          Shearman & Sterling
                                  Lovitt & Hannan, Inc.                         Simpson, Thatcher & Bartlett
                                  M&M Development Co.                           Societe General
                                  The Maher Company                             Southern California Savings
                                  Marriott Hotels                               Ssang Yong Engineering and
                                  Mercury Savings and Loan                       Construction Company, Limited
</TABLE>
<PAGE>

    
    Starwood Lodging 
    Stephen W. Noey & Associates
    Strategic Realty Advisors, Inc. 
    Streich Lang 
    Sumitomo Bank 
    Sunriver Resort 
    TCF Bank 
    Teachers Insurance and Annuity
     Association 
    Transamerica Realty Services, Inc. 
    The Travelers Companies 
    Treadway Hotels 
    Tully & Wezelman, P.C. 
    Union Bank 
    U.S. Bancorp 
    U.S. Trust Company 
    VMS Realty, Inc. 
    Wailua Associates 
    Wells Fargo Bank 
    West LB 
    Windsor Capital Group
    Wolf, Rifkin & Shapiro 
    Wrather Corporation 
    Yasuda Trust and Banking Co., Ltd.
<PAGE>

    




                                          
            PARTIAL LIST OF HOTELS AND MOTELS APPRAISED OR EVALUATED
                         BY SUZANNE R. MELLEN, CRE, MAI
<TABLE>
<CAPTION>
    <S>                                    <C>                                            <C>
    ALABAMA                                Sunburst Resort Hotel & Conference Center,     Economy Inn, Barstow
                                            Scottsdale                                    Proposed Holiday Inn Express, Belmont
    Fairfield Inn, Birmingham              L'Auberge de Sedona, Sedona                    Proposed Surnmerfield Suites, Belmont
    Ramada Inn, Gadsden                    Los Abrigados, Sedona                          Berkeley Marina Marriot, Berkeley
    Proposed Hotel, Mobile                 Orchard's Inn & Grill, Sedona                  Shattuck Hotel, Berkeley
    Fairfield Inn, Montgomery              Motel 6, Sierra Vista                          Beverly Hills Country Club, Beverly Hills
    Holiday Inn, Montgomery                Doubletree Inn, Tucson                         Beverly Hilton, Beverly Hills
    Howard Johnson's, Montgomery           Loews Ventana Canyon Resort, Tucson            Beverly Wilshire, Beverly Hills
                                           Radisson Suite Hotel, Tucson                   L'Ermitage, Beverly Hills
    ALASKA                                 Rodeway Inn, Tucson                            Peninsula Beverly Hills, Beverly Hills
                                           Shilor Inn, Yuma                               Best Western, Big Bear Lake
    Best Western Barratt Inn, Anchorage                                                   Motel 6, Big Bear Lake
    Hotel Captain Cook, Anchorage          ARKANSAS                                       Proposed hotel, Big Bear Lake
    Sheraton Anchorage Hotel, Anchorage                                                   Post Ranch Inn, Big Sur
                                           Hilton, Hot Springs                            Ventana Inn, Big Sur
    ARIZONA                                Holiday Inn, Little Rock                       Rodeway Inn, Blythe
                                           Red Carpet Inn, Little Rock                    Holiday Inn, Brentwood
    Motel 6, Flagstaff                                                                    Fairfield Inn, Buena Park
    Rodeway Inn, Flagstaff                 CALIFORNIA                                     Hampton Inn, Buena Park
    Woodlands Plaza Hotel, Flagstaff                                                      Marriott Courtyard, Buena Park
    Bright Angel Lodge, Grand Canyon       Radisson Hotel, Agoura Hills                   Ramada Inn, Burbank
    El Tovar Hotel, Grand Canyon           Ramada Inn, Agoura Hills                       Hyatt Regency, Burlingame
    Kachina Lodge, Grand Canyon            Anaheim Marriott, Anaheim                      Airport Marriott, Burlingame
    Maswik Lodge, Grand Canyon             Anaheim Park Motor Inn, Anaheim                Radisson Plaza-Proposed, Burlingame
    Moqui Lodge, Grand Canyon              Best Western Anaheim Inn, Anaheim              Good Nite Inn, Buttonwillow
    Phantom Ranch, Grand Canyon            Best Western Stovall's Inn, Anaheim            Country Inn, Calabassas
    Thunderbird Lodge, Grand Canyon        Best Western Pavillions Inn, Anaheim           Good Nite Inn, Calabassas
    Yavapai Lodge, Grand Canyon            Boulevard Inn, Anaheim                         Del Norte Inn, Camarillo
    Hampton Inn-Proposed, Holbrook         Carousel Inn, Anaheim                          Good Nite Inn, Camarillo
    Rodeway Inn, Kingman                   Disneyland Hotel, Anaheim                      Cambria Pines Lodge, Cambria
    Nautical Inn, Lake Havasu              Golden Forest Motel, Anaheim                   Best Western Fireside Inn, Cambria
    Bobby McGee's Conglomeration, Phoenix  Hilton Hotel, Anaheim                          Pruneyard Inn, Campbell
    Caravan Inn, Phoenix                   Holiday Inn, Anaheim                           Proposed Hotel, Capitola
    Crescent Hotel, Phoenix                Howard Johnson Hotel, Anaheim                  Allstar Inn, Carlsbad
    Doubletree Inn, Phoenix                Marriott Courtyard, Anaheim                    Carlsbad lnn,Carlsbad
    Embassy Suites-Camelback, Phoenix      Pan Pacific Hotel, Anaheim                     Inn of America, Carlsbad
    Embassy Suites-Camelhead, Phoenix      Pitcairn Inn, Anaheim                          La Costa Resort and Spa, Carlsbad
    Fountain Suites Hotel, Phoenix         Ramada Maingate Hotel, Anaheim                 Olympic Resort, Carlsbad
    Granada Royale Camelhead, Phoenix      Raffles Inn & Suites, Anaheim                  Proposed Hotel, Casa de Fruita
    Holiday Inn, Phoenix                   Station Inn, Anaheim                           Royce Hotel, Cathedral City
    Holiday Inn Crowne Plaza, Phoenix      Travelodge Inn at the Park, Anaheim            Sheraton Cerritos Towne Center,Cerritos
    Hyatt Regency, Phoenix                 Auburn Inn, Auburn                             Neighborhood Inn-Proposed, Chatsworth
    Knights Inn, Phoenix                   Sleep Inn, Auburn                              Holiday Inn, Chico
    Omni Adams Hotel, Phoenix              Ramada, Augora Hills                           Red Lion Hotel, Chico
    Quality Inn, Phoenix                   Allstar Inn, Bakersfield                       Otay Valley Travel Lodge, Chula Vista
    Doubletree Inn, Scottsdale             Clarion Suites, Bakersfield                    Howard Johnson's, Colton
    Marriott Camelback Inn, Scottsdale     Economy Inn, Bakersfield (2)                   Concord Hilton, Concord
    Phoenician Resort, Scottsdale          Marriott Courtyard, Bakersfield                Trees Inn, Concord
    Red Lion-La Posada, Scottsdale         Red Lion Hotel, Bakersfield                    Motel 6, Corona
    Rodeway Inn, Scottsdale                Sheraton Hotel, Bakersfield                    Loews Coronado Bay Resort, Coronado
    Scottsdale Conference Resort,          Hilton Hotel, Baldwin Park                     Ha' Penny Inn, Costa Mesa
      Scottsdale                           Allstar Inn, Barstow                           Marriott Suites, Costa Mesa
    Scottsdale Princess, Scottsdale        

<PAGE>

    

    
    Red Lion Hotel, Costa Mesa             Residence Inn, La Jolla                      Silverado, Napa Valley                     
    Residence Inn, Costa Mesa              Hilton Lodge, Lake Arrowhead                 Newark/Fremont Hilton, Newark              
    Pacifica Hotel & Conference Center,    Lake Arrowhead Resort, Lake Arrowhead        Marriott Suites, Newport Beach             
      Culver City                          Proposed Hotel, Lake Country                 Proposed Newport Coast Development, Newport
    Ramada Inn, Culver City                Resort at Squaw Creek, Lake Tahoe             Beach                                     
    Marriott Courtyard, Cupertino          Marriott Courtyard, Larkspur                 Newporter Resort Hotel, Newport Beach      
    Proposed Spa, Danville                 Proposed 50-Unit Motel, Little Lake          Sheraton Hotel, Newport Beach              
    Furnace Creek Inn, Death Valley        Residence Inn, Livermore                     Shilo Inn, Oakhurst                        
    Furnace Creek Resort, Death Valley     Breakers Hotel, Long Beach                   Holiday Inn Oakland Airport, Oakland       
    Stove Pipe Wells Village,              Holiday Inn, Long Beach                      Parc Oakland Hotel, Oakland                
      Death Valley                         Marriott Hotel, Long Beach                   Resort at Squaw Greek, Olympic Valley      
    Hilton Hotel-Proposed, Del Mar         Residence Inn, Long Beach                    Clarion Hotel, Ontario                     
    Marriott Resort & Spa,                 Airport Park Hotel, Los Angeles              Holiday Inn, Ontario                       
      Desert Springs                       Biltmore Hotel, Los Angeles                  Red Lion Hotel, Ontario                    
    Days Inn Diamond Bar, Diamond Bar      Checkers Hotel, Los Angeles                  Woodfin Suites, Orange                     
    Carlos Murphy's Restaurant,            Doubletree Hotel at LAX, Los Angeles         Holiday Inn, Oxnard                        
      Emeryville                           Econolodge-Proposed, Los Angeles             Super 8 Motel, Palmdale                    
    Days Inn, Emeryville                   Embassy Suites, Los Angeles                  Embassy Suite, Palm Desert                 
    Hardage Suites Hotel Site,             Four Seasons, Los Angeles                    Canyon Resort Hotel, Palm Springs          
      Emeryville                           Hilton Hotel & Towers, Los Angeles           Desert Princess, Palm Springs              
    Lyon's Restaurant, Emeryville          Hilton LAX, Los Angeles                      Palm Canyon, Palm Springs                  
    Proposed Woodtin Suites, Emeryville    Holiday Inn-LAX, Los Angeles                 Palm Springs Spa Hotel, Palm Springs       
    Budget Motel, Encinitas                Holiday Inn Crowne Plaza-LAX,                Spa Hotel & Mineral Springs, Palm Springs  
    Marriott Tenaya Lodge, Fish Camp          Los Angeles                               Holiday Inn, Palo Alto                     
    All-Suites-Proposed, Foster City       Holiday Inn Express-Van Nuys,                Stanford Terrace Inn, Palo Alto            
    Clubtel-Proposed, Foster City             Los Angeles                               Holiday Inn Express, Pasadena              
    Holiday Inn, Foster City               Hotel Inter-Continental, Los Angeles         Cascade Ranch Lodge, Pescadero             
    Marriott Courtyard, Foster City        Hotel Sofitel Ma Malson, Los Angeles         Elks Lodge, Petaluma                       
    Hilton, Fremont                        Marriott Courtyard-LAX, Los Angeles          Best Western Grande Arroyo, Pismo Beach    
    Marriott Courtyard, Fremont            Playa Vista Development, Los Angeles         Proposed Hilton, Pismo Beach               
    Motel 6, Fremont                       Sofitel Ma Maison, Los Angeles               Fairfield Inn, Placentia                   
    Quality Inn, Fremont                   Westin Bonaventure, Los Angeles              Pleasant Hill Inn, Pleasant Hill           
    Proposed Westin Clubsport, Fremont     Los Gatos Lodge, Los Gatos                   Black Angus Restaurant, Pleasant Hill      
    Allstar Inn, Fresno (2)                Economy Inns of America Motel, Madera        Savoy Restaurant, Pleasant Hill            
    Chateau Inn, Fresno                    Marriott Courtyard, Mira Mesa                Hilton Hotel, Pleasanton                   
    Economy Inn, Fresno (2)                Barnabeys Hotel, Manhattan Beach             Holiday Inn, Pleasanton                    
    Hacienda Resort and Conference Center, Doubletree Hotel, Marina del Rey             Marriott Courtyard, Pleasanton             
     Fresno                                Holiday Inn Express, Marina del Rey          Shilo Inn, Pomona                          
    Holiday Inn, Fresno                    Marina Suites Hotel, Marina del Rey          Country Inn, Port Hueneme                  
    Marriott Courtyard, Fresno             Marina Beach Hotel, Marina del Rey           Economy Inn, Rancho Cordova                
    Picadilly Inn Airport, Fresno          Marriott Hotel, Marina del Rey               Marriott Courtyard, Rancho Cordova         
    Travelers Inn, Fresno (3)              Holiday Inn, Milpitas                        Quality Suites, Rancho Cordova             
    Sierra Sport and Racquet Club, Fresno  Motel Orleans, Modesto                       Marriot's Rancho Las Palmas,               
    Griswold's Hotel, Fullerton            Red Lion Hotel, Modesto                        Rancho Mirage                           
    Marriott Hotel, Fullerton              Doubletree Fisherman's Wharf, Monterey       Grand Manor Inn, Redding                   
    Hyatt Regency-Proposed, Goleta         Doubletree Inn, Monterey                     Motel Orleans East, Redding                
    Motel 6, Gilroy                        Monterey Plaza Hotel, Monterey               Motel 6, Redding                           
    Red Lion Hotel, Glendale               Sheraton Hotel, Monterey                     Park Terrace, Redding                      
    Proposed Healdsburg Plaza Hotel,       Inn at Morro Bay, Morro Bay                  Red Lion Inn, Redding                      
     Healdsburg                            Best Western Inn, Napa Valley                Shasta Inn, Redding                       
    Hollywood Palm Hotel, Hollywood        Clarion Inn, Napa Valley                     Good Nite Inn, Redlands                    
    Waterfront Hilton, Huntington Beach    Inn at Napa Valley, Napa Valley              Sheraton Redondo Beach, Redondo Beach      
    Grand Champions Resort, Indian Wells   Sheraton Inn Napa Valley, Napa                                                         
    Marriott Courtyard, Irvine             Proposed Windmill Inn, Napa Valley                                                      
    Registry Hotel, Irvine                 
    Amador Inn, Jackson                    
    Proposed Hotel, Kern Co.               
    Lafeyette Park Hotel, Lafeyette        
       
<PAGE>

    




    
    Hotel Sotftel at Redwood Shores,       Town and Country Hotel, San Diego            Sheraton Fisherman's Wharf, San Francisco
      Redwood City                         U.S. Grant Hotel, San Diego                  Sir Francis Drake Hotel, San Francisco   
    Carriage Inn, Ridgecrest               Bellevue Hotel, San Francisco                Stanford Court, San Francisco             
    Good Nite Inn, Rohnert Park            Campton Place, San Francisco                 Super 8 Motel at Fisherman's Wharf        
    Red Lion Hotel, Rohnert Park           Cartwright Hotel, San Francisco              Proposed Inn at 2961 Pacific Avenue,      
    Mission Inn, Riverside                 Chancellor Hotel, San Francisco                San Francisco                           
    Allstar Inn, Sacramento (4)            The Clift Hotel, San Francisco               Tuscan Inn, San Francisco                 
    Arco Arena, Sacramento                 Comfort Inn by the Bay, San Francisco        Marriott Courtyard, San Francisco Airport 
    Clarion Hotel, Sacramento              Donatello Hotel, San Francisco               Fairmont Hotel, San Jose                  
    Proposed Hilton Inn, Sacramento        Embarcadero Inn, San Francisco               Holiday Inn, San Jose                     
    Holiday Inn, Sacramento                Fairmont Hotel, San Francisco                Hyatt St. Claire, San Jose                
    Hyatt Regency at Capitol Park,         Four Seasons Clift, San Francisco            Ramada Renaissance Hotel, San Jose        
      Sacramento                           Grand Hyatt, San Francisco                   Red Lion-San Jose, San Jose               
    Marriott Courtyard, Sacramento         Harbor Court Hotel, San Francisco            Islander Lodge Motel, San Leandro         
    Motel Orleans, Sacramento              Holiday Inn-Civic Center, San Francisco      Apple Farm Inn, San Luis Obispo           
    Peregrine Real Estate Trust,           Holiday Inn-Fisherman's Wharf,               Pacific Suites Hotel, San Luis Obispo     
      Sacramento                             San Francisco                              Benjamin Franklin Hotel, San Mateo        
    Radisson Hotel, Sacramento             Holiday Inn-Golden Gateway, San Francisco    Dunfey Hotel, San Mateo                   
    Red Lion Hotel-Sacramento, Sacramento  Holiday Lodge, San Francisco                 Holiday Inn, San Mateo                    
    Red Lion-Sacramento Inn, Sacramento    Hotel Diva, San Francisco                    Holiday Inn Express, San Mateo            
    Sacramento Hilton, Sacramento          Hotel Griffon & Roti Restaurant,             Embassy Suites, San Rafael                
    Sacramento Inn, Sacramento                San Francisco                             Marriott Hotel, San Ramon                 
    Sierra Inn, Sacramento                 Hotel Nikko                                  California Palms, Santa Ana               
    Sterling Hotel, Sacramento             Hotel Union Square, San Francisco            Compri Hotel, Santa Ana                   
    Travelers Inn, Sacramento              Howard Johnson's Pickwick Hotel,             Executive Inn, Santa Ana                  
    Proposed Vizcaya Catering Hall,          San Francisco                              Executive Lodge, Santa Ana                
       Sacramento                          Hyatt at Fisherman's Wharf, San Francisco    Orange County Ramada Hotel, Santa Ana     
    Woodlake Inn, Sacramento               Hyatt Regency Embarcadero, San Francisco     El Encanto Hotel, Santa Barbara           
    Proposed 60-Unit Hotel, Sacramento     Proposed Inn at Fisherman's Wharf,           Fess Parkers Red Lion Resort,             
    Marriott Courtyard, San Brune            San Francisco                                Santa Barbara                           
    Best Western Seven Seas Lodge,         Inn at the Opera, San Francisco              Santa Barbara Inn, Santa Barbara          
      San Diego                            Juliana Hotel, San Francisco                 San Ysidro Ranch, Santa Barbara           
    Clarion Bay View, San Diego            King George Hotel, San Francisco             Budget Inn, Santa Clara                   
    Comfort Inn Old Town, San Diego        Lamboume Hotel, San Francisco                Embassy Suites-Santa Clara, Santa Clara   
    Doubletree Hotel at Horton Plaza,      Le Meridien Hotel, San Francisco             Marriott Hotel, Santa Clam                
      San Diego                            The Majestic, San Francisco                  Quality Suites, Santa Clara               
    Embassy Suites-La Jolla, San Diego     Mark Twain Hotel, San Francisco              Hilton Garden Inn, Santa Clarfta          
    Executive Lodge, San Diego             Marriott Fisherman's Wharf, San Francisco    Hillon Town Center, Santa Clarita         
    Hanalei Hotel, San Diego               Orchard Hotel, San Francisco                 Inn at Pasatiempo, Santa Cruz             
    Holiday Inn, San Diego                 Parc Fitty-Five, San Francisco               Dream Inn, Santa Cruz                     
    Howard Johnson, San Diego              Park Hyatt, San Francisco                    Motel 6, Santa Made                       
    Hyatt Islandia, San Diego              Portman Hotel, San Francisco                 Santa Maria Airport Hilton, Santa Maria   
    Hyatt Regency, San Diego               Prescott Hotel, San Francisco                Holiday Inn at the Pier, Santa Monica     
    Intercontinental Hotel, San Diego      Queen Anne Hotel, San Francisco              Loews Santa Monica Beach Hotel, Santa     
    Kings Inn, San Diego                   Ramada Hotel, San Francisco                    Monica                                  
    La Jolla Village Inn, San Diego        Ramada Plaza Hotel, San Francisco            Ocean Avenue Hotel, Santa Monica          
    Marriott Hotel, San Diego              Regis Hotel, San Francisco                   Proposed EconoLodge, Santa Monica         
    Marriott Mission Valley, San Diego     Ritz Carlton-Proposed, San Francisco         Park Hyatt Hotel, Santa Monica            
    Marriott Suites, San Diego             San Francisco Airport Hilton, San Francisco  Santa Monica Beach Hotel, Santa Monica    
    Mission Valley Inn, San Diego          San Francisco Hilton, San Francisco          Holiday Inn, Santa Nella                  
    Radisson Hotel, San Diego              San Francisco Hotel, San Francisco           Fountain Grove Inn, Santa Rosa            
    Ramada Limited Suites, San Diego       San Francisco Marriott, San Francisco        Holiday Inn, Santa Rosa                   
    Red Lion Hotel, San Diego              Savoy Hotel, San Francisco                   Days Inn Seaside, Seaside                 
    Summer House Inn, San Diego            
    Sheraton Harbor Island East, San Diego 
    Sheraton Grand, San Diego              
    Super 8 Motel-Point Loma, San Diego    
    Symphony Towers, San Diego
     
<PAGE>

    




    
    Embassy Suites, Seaside                Holiday Inn Southeast, Aurora                Fairfield Inn, Gainesville                 
    Seaside 8, Seaside                     Downtown Boulder Hotel, Boulder              Holiday Inn-Madeira, Madeira Beach         
    Radisson Valley Center Hotel,          Hilton Harvest House, Boulder                Fairfield Inn, Miami                       
      Sherman Oaks                         Holiday Inn, Boulder                         Holiday Inn-Calder, Miami                  
    Ramada Inn, Solana Beach               Best Western Le Baron Hotel,                 Fairfield Inn International, Miami         
    Danish Country Inn, Solvang             Colorado Springs                            Fairfield Inn South, Miami                 
    Red Lion Inn, Sonoma                   Proposed Double Eagle Casino Hotel,          Holiday Inn-International Drive, Orlando   
    Hardage Suites Hotel Site,              Colorado Springs                                                                       
      Sorrento Mesa                        Embassy Suites, Colorado Springs             Holiday Inn-Lee Road, Orlando              
    Timberwoff Lodge, South, Lake Tahoe    Hilton, Colorado Springs                     Peabody Hotel, Orlando                     
    Crown Sterling Suites, South           Proposed Double Eagle Casino Hotel,          Sheraton Jetport Inn, Orlando              
      San Francisco                          Cripple Creek                              Sheraton Lakeside, Orlando                 
    Holiday Inn, South San Francisco       Le Baron Hotel, Denver                       Holiday Inn, Palm Beach Gardens            
    La Quinta Inn, South San Francisco     Brown Palace, Denver                         Holiday Inn-Lido Beach, Sarasota           
    Proposed 390-Room Hotel,               Days Inn-Arapahoe, Denver                    Holiday Inn-Airport, Tampa                 
     South San Francisco                   Days Inn-Colfax, Denver                      Ramada Inn, Tampa                          
    Harvest Inn, St Helena                 Embassy Suites, Denver                                                                  
    Meadowood Resort, St. Helena           Radisson, Denver                             GEORGIA                                    
    Motel Orleans, Stockton                Denver Hilton, Englewood                                                                
    Sheraton Hotel-Proposed, Stockton      Proposed Summerfield Suites, Greenwood       Fairfield Inn Northlake, Atlanta           
    Stockton Hilton, Stockton                Village                                    Proposed Hyatt-Airport, Atlanta            
    Holiday Inn, Sunnyvale                 Proposed Hampton Inn, Lakewood               Motel 6, Atlanta                           
    Neighborhood Suites Hotel, Sunnyvale   Westin Hotel, Vail                           Neighborhood Inn, Atlanta                  
    Residence Inn Silicon Valley 11,                                                    Stouffer's Hotel-Proposed, Atlanta         
      Sunnyvale                            CONNECTICUT                                  Fairfield Inn, College Park                
    Sunnyvale Hilton, Sunnyvale                                                         Holiday Inn-Crowne Plaza, College Park     
    Super 8, Sunnyvale                     Holiday Inn, Darien                          Fairfield Inn-Gwinnett, Duluth             
    Good Nite Inn, Sylmar                  Proposed Days Inn, Enfield                   Howard Johnson's Forsyth                   
    Embassy Suites-Temecula, Temecula      Hartford Hilton, Hartford                    Fairfield Inn, Marrietta                   
    Temecula Inn, Temecula                 Motel 6, Hartford                            Fairfield Inn, Morrow                      
    Holiday Inn - Torrance, Torrance       Executive Hotel, Stamford                    Fairfield Inn, Norcross                    
    MCA Hotel-Proposed, Universal City     Harley Hotel, Stamford                       Motel 6, Norcross                          
    Holiday Inn, Van Nuys                  Holiday Inn-Crowne Plaza, Stamford           Fairfield Inn, Savannah                    
    Habortown Marina Resort, Ventura                                                                                               
    Ocean Resorts/Harbortown Hotel,        DISTRICT OF COLUMBIA                         HAWAII                                     
      Ventura                                                                                                                      
    Sheraton Hotel, Ventura                Fairmont Hotel, Washington                   Ritz-Carlton Mauna Lani                    
    Holiday Inn, Walnut Creek              Harambee House, Washington                   Royal Sea Cliff Resort, Hawaii             
    Parkside Hotel, Walnut Creek           Hyatt Regency, Washington                                                               
    Proposed Royce Hotel, Walnut Greek     Ritz-Carlton, Washington                     Coco Palms Resort Kauai                    
    Walnut Creek Marriott, Walnut Creek    River Inn, Washington                        Westin Kauai at Kauai Lagoons Resort, Kauai
    Proposed Westin ClubSport,             St. James, Washington                        Grand Wailea Resort Maui                   
      Walnut Creed                                                                      Maui Lu Resod, Maui                        
    Le Bel Age, West Hollywood             FLORIDA                                      Royal Hawaiian Hotel, Oahu                 
    Le Dufy, West Hollywood                                                             Waikiki Gateway Hotel, Oahu                
    Le Mondrian, West Hollywood            Holiday Inn, Altamonte Springs               Waikiki Sand Villa Hotel, Oahu             
    Le Montrose, West Hollywood            Embassy Suites, Boca Raton                                                              
    Whither Hilton, Whittier               Petite Suites, Boca Raton                    IDAHO                                      
    Woodland Hotel & Conference Center-    Holiday Inn, Clearwater                                                                 
     Proposed, Woodland                    Holiday Inn Gulfview, Clearwater             Motel 6, Coeur d'Alene                     
    Warner Center Marriott, Woodland Hills Holiday Inn Surfside, Clearwater Beach       Cotton Tree Inn, Pocatello                 
    Skylonda Retreat, Woodside             Holiday Inn-Airport, Ft. Lauderdale                                                     
    Marriott Tenaya Lodge-Proposed,        Holiday Inn-Beach, Ft. Lauderdale            ILLINOIS                                   
      Yosemite                             Holiday Inn-North, Ft. Lauderdale                                                       
    Motel Orleans, Yuba City                                                                                                       
                                                                                                                                   
    COLORADO                                                                                                                       
                                                                                                                                   
    Hampton Inn, Aurora                                                                                                            
<PAGE>

    
    Indian Lakes Resort, Bloomingdale      LOUISIANA                                     Holiday Inn, Troy
    Super 8 Motel, Bloomington                                                           Fairfield Inn, Warren
    Super 8 Motel, Champagne               Howard Johnson's, Alexandria                  Holiday Inn, Warren
    Mayfair Regent, Chicago,               Embassy Suites, Baton Rouge                   Motel 6, Warren
    Super 8 Motel, Crystal Lake            Hilton Hotel, Baton Rouge                     Super 8 Motel, Wyoming
    Super 8 Motel, Decatur                 Sheraton At New Orleans Airport, Kenner
    Proposed Hotel, Des Plaines            Harrah's Jazz Casino, New Orleans             MINNESOTA
    Radisson Suites, Downers Grove         The lberville Hotel, New Orleans
    Hampton Inn, Elk Grove                 Ramada Inn St. Charles, New Orleans           Holiday Inn, Duluth
    Holiday Inn, Elmhurst                                                                Motel 6, Minneapolis
    Orrington Hotel, Evanston              MAINE                                         Proposed Motel, Montevideo
    Drury Inn, Fairview Heights                                                          Motel 6, Rochester
    Nordic Hills Resort, Itasca            Inn by the Sea, Cape Elizabeth                Radisson Plaza Hotel, Rochester
    Holiday Inn, Joliet
    Fairfield Inn, Lansing                 MARYLAND                                      MISSISSIPPI
    Fairfield Inn, Normal
    Fairfield Inn, Peoria                  Holiday Inn, Aberdeen                         Motel 6, Hattesburg
    Super 8 Motel, Peru                    Maryland Inn, Annapolis                       Howard Johnson's, Jackson
    Fairfield Inn, Rockford                Best Western Motor Lodge, Chicopee            Quality Inn, Oxford
    Super 8 Motel, Waukegan                Abbey, College Park                           Sam's Town Hotel & Gambling Hall
                                           Holiday Inn, Laurel                             Robinsonville
    INDIANA                                Days Inn, Rockville
                                           Holiday Inn Crowne Plaza, Rockville           MISSOURI
    Super 8 Motel, Columbus                Ramada Inn, Rockville
    Sheraton Hotel, Gary                                                                 Fairfield Inn, Hazelwood
    Caesars Riverboat Casino               MASSACHUSETTS                                 Holiday Inn, Kansas City
      Complex-Proposed, Harrison County                                                  Sam's Town Hotel & Gambling Hall, 
    Fairfield Inn, Indianapolis            Marriott Copley Place, Boston                 Kansas City                              
    Motel 6, Indianapolis                  Meridien Hotel, Boston                        Holiday Inn, Springfield                 
    Wyndham Garden Hotel, Indianapolis     Federal House Inn, South Lee                  Clarion Hotel, St. Louis                 
    Hilton Inn, Jeffersonville             Holiday Inn, Springfield                      Executive Inn, St Louis                  
    Brown County Inn, Nashville            Sheraton, Sturbridge                          Holiday Inn Sports Complex, St. Louis    
                                           Proposed Surnmerfield Suites Hotel, Waltham   Sheraton Airport, St Louis               
    IOWA                                                                                 Proposed Hotel, Unity Village            
                                           MICHIGAN                                                                               
    Holiday Inn, Cedar Falls               Fairfield Inn, Auburn Hills                                                            
    Collins Plaza, Cedar Rapids            Super 8 Motel, Battle Greek                   MONTANA                                  
    Fairfield Inn, Clive                   Howard Johnson's, Belleville                                                           
                                           Fairfield Inn, Canton                         Holiday Inn, Bozeman                     
    KANSAS                                 Holiday Inn, Detroit                          Holiday Inn, Missoula                    
                                           Golden Harp-Proposed, Detroit                 Red Lion Hotel, Missoula                 
    Proposed Emerald City Resort,          Fairfield Inn, Kalamazoo                                                               
      Kansas City                          Super 8 Motel, Kalamazoo                                                               
    Fairfield Inn, Merriam                 Embassy Suites-Proposed, Livonia              NEBRASKA                                 
    Fairfield Inn, Overland Park           Embassy Suites, Livonia                                                                
    Canterbury Inn/Knights Inn, Wichita    Fairfield Inn, Madison Heights                Marriott Hotel, Omaha                    
                                           Super 8 Motel, Muskegon                       Red Lion Inn, Omaha                      
                                           Inn at the Bridge, Port Huron                                                          
    KENTUCKY                               Fairfield Inn, Romulus                        NEVADA                                   
                                           Super 8 Motel, Saginaw                                                                 
    Holiday Inn-Central. Louisville        Comfort Suites, Sterling Heights              Ormsby House Hotel and Casino,           
    Holiday Inn-Northeast, Louisville                                                      Carson City                            
    Ramada Inn East, Louisville                                                          Airport Inn, Las Vegas                   



<PAGE>
    
    
    Aladdin Hotel & Casino, Las Vegas      Hilton Hotel, Albany                          Proposed Embassy Suites, Cincinnati 
    Alexis Park Hotel, Las Vegas           Buffalo Hotel, Buffalo                        Howard Johnson's, Cincinnati        
    California Hotel & Casino, Las Vegas   Proposed Airport Hotel, Buffalo               Marriott Inn, Cincinnati            
    Fremont Hotel & Casino, Las Vegas      Nevele Hotel, Ellenville                      Radisson Inn, Cincinnati            
    Proposed Homewood Suites, Las Vegas    Howard Johnson's, Elmsford                    Vernon Manor, Cincinnati            
    Hotel & Casino El Rancho, Las Vegas    Ramada Inn, Hauppauge                         Holiday Inn Lakeside, Cleveland     
    Howard Johnson Hotel & Casino,         Hilton Hotel, Lake Placid                     Sheraton Hopkins, Cleveland         
      Las Vegas                            Proposed Hotel, New Rochelle                  Fairfield Inn, Columbus             
    Jockey Club, Las Vegas                 Ramada Plaza, New Rochelle                    Holiday Inn, Columbus               
    Paradise Resort Hotel, Las Vegas       Sheraton Inn, New Rochelle                    Woodfin Hotel, Columbus             
    Residence Inn, Las Vegas               Barbizon Plaza Hotel, New York                Daytonian Hilton, Dayton            
    Sam's Town Hotel & Gambling Hall,      Berkshire Place, New York                     Fairfield Inn, Dayton               
       Las Vegas                           Century Paramount Hotel, New York             Motel 6, Dayton                     
    Stardust Resort and Casino, Las Vegas  Executive Hotel, New York                     Fairfield Inn, Holland              
    Sunrise Hotel & Casino, Las Vegas      Halloran House, New York                      Holiday Inn, Toledo                 
                                           Hampton House, New York                                                           
     NEW JERSEY                            Holland Hotel, New York                       OKLAHOMA                            
                                           Howard Hotel, New York                                                            
     Deauville Hotel, Atlantic City        Mayfair Regent, New York                      Fountainhead Resort McIntosh County 
     Harrah's Marina Hotel Casino,         Nova-Park Gotham, New York                    Arrowhead Resort, Pittsburgh County 
       Atlantic City                       Parker Meridien Hotel, New York                                                   
    Sands Hotel & Casino, Atlantic City    Proposed Soho Hotel, New York                                                     
    Tropicana Hotel & Casino,              Tudor Hotel, New York                         OREGON                              
      Atlantic City                        York Club, New York                                                               
    Cherry Hill Inn, Cherry Hill           Sheraton Inn, Ossining                        Red Lion Inn, Astoria               
    Proposed Ramada Inn, Elizabeth         Proposed Hotel, Saratoga                      Inn at Face Rock, Bandon            
    Proposed Ramada Inn, Franklin          Howard Johnson's, Smithtown                   Shilo Inn, Beaverton                
      Township                             Hampton Inn, Syracuse                         Red Lion Inn - North, Bend          
    Proposed Surnmerfield Suites           Sheraton Nassau Hotel, Uniondale              Red Lion Inn - Coos Bay, Coos Bay   
      Morristown, Hanover                  Turning Stone Casino, Verona                  Econolodge, Eugene                  
    Proposed Surnmerfield Suites           Roger Smith Hotel, White Plains               Execulodge, Eugene                  
      Parsippany, Hanover                                                                Red Lion Inn, Eugene                
    Holiday Inn, Jamesburg                 NORTH CAROLINA                                Big Creek Resort, Florence           
    Headquarters Plaza, Morristown                                                       Salishan Lodge, Gleneden Beach       
    Howard Johnson's Mount Holly           Fairfield Inn, Charlotte                      Shilo Inn, Grains Pass              
    Mt. Laurel Hilton, Mt. Laurel          Fairfield Inn, Durham                         Proposed Courtyard Hotel, Hillsboro 
    Holiday Inn, Newark                    Motel 6, Durham                               Proposed Residence Inn, Hillsboro   
    Howard Johnson's, Saddle Brook         Fairfield Inn, Fayetteville                   Red Lion Inn, Medford               
    Marriott Hotel, Somerset               Embassy Suites, Greensboro                    Residence Inn, Lake Oswego          
    Motel, Wrightstown                     Fairfield Inn, Greensboro                     Red Lion Hotel, Pendleton           
    Five Churches Chicken Restaurants,     Hilton Inn, Greensboro                        Columbia River Red Lion, Portand    
     Various Locations                     Fairfield Inn, Raleigh                        Embassy Suites, Portland            
                                           Hilton Inn, Raleigh                           Holiday Inn, Portland               
                                           Motel 6, Rocky Mount                          Proposed Sheraton Suites, Portland  
    NEW MEXICO                             Fairfield Inn, Wilmington                     Red Lion Hotel-Portland Downtown,   
                                           Hilton Inn, Winston-Salem                     Portland                            
    Doubletree Hotel, Albuquerque                                                        Red Lion Inn-Lloyd Center, Portland 
    Hampton Inn, Albuquerque               OHIO                                          Residence Inn-Lloyd Center, Portland
    Ramada Hotel Classic, Albuquerque                                                    Vintage Plaza Hotel, Portland       
    Las Cruces Hilton, Las Cruces          Holiday Inn Cascade, Akron                    Wells Building, Portland            
    Homewood Suites, Santa Fe              Embassy Suites, Blue Ash                      Capitol Inn, Salem                  
    Inn at Loretto, Santa Fe               Fairfield Inn, Brook Park                     Execulodge, Salem                   
    Sheraton de Santa Fe, Santa Fe                                                       Red Lion Inn, Seaside               
    Rancho Ramada Inn de Taos, Taos                                                      Red Lion Inn, Springfield           
                                                                                         Skamanla Lodge, Stevenson           
    NEW YORK                                                                             
                                                                                         
                                                                                         
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    Sunriver Resort, Sunriver              Summit Hotel, DallasRed                       Lion Inn, Spokane Valley                 
    Red Lion Inn, Tigard                   Howard Johnson's, East Dallas                 Park Shore Inn, Tacoma                   
                                           Allstar Inn, El Paso                          Red Lion Inn, Tacoma                     
    PENNSYLVANIA                           Embassy Suites, El Paso                       Sheraton Hotel, Tacoma                   
                                           Travelers Inn, El Paso                        Doubletree Suites, Tukwila               
    Embassy Suites - Pittsburgh,           Metro Center Hotel, Fort Worth                Hampton Inn, Tukwila                     
     Coraopolis                                                                          Red Lion Inn at the Quay, Vancouver      
    Days Inn, Danville                     Embassy Suites, Houston                       Red Lion Inn, Wenatchee                  
    Rittenhouse Towers, Philadelphia       Holiday Inn-Hobby, Houston                    Red Lion Inn, Yakima                     
    Motel 6, Pittsburgh                    Houston House, Houston                                                                 
    Hilton At Lackawanna Station,          Houstonian Hotel, Houston                                                              
      Scranton                                                                           WEST VIRGINIA                            
                                           Motel 6, Houston                                                                       
    SOUTH CAROLINA                         Stouffer Rennaisance, Houston                 Holiday Inn Charleston House, Charleston 
                                           Proposed Hampton Inn, Irving                  Holiday Inn, Huntington                  
    Holiday Inn, Charleston                Holiday Inn, Lubbock                          Howard Johnson's, Wheeling               
    Holiday Inn, Charleston-Riverview      Crockett Hotel, San Antonio                                                            
    Embassy Suites, Columbia                                                             WISCONSIN                                
    Motel 6, Columbia                      UTAH                                                                                   
    Fairfield Inn, Greenville                                                            Fairfield Inn, Brookfield                
    Ramada Inn, Greenville                 Utah Trails Resort, Kanab                     Wyndham Garden Hotel, Brookfield         
    Fairfield Inn, Florence                Seven Peaks Resort Hotel, Provo               Super 8 Motel, Jamesville                
    Fairfield Inn, Hilton Head             Red Lion Hotel, Salt Lake City                Super 8 Motel, Kenosha                   
    Hilton Head Inn, Hilton Head                                                         Fairfield Inn, Madison                   
    Hyatt Regency, Hilton Head             VIRGINIA                                      Holiday Inn-Airport, Milwaukee           
    Save Inn, Lake Hartwell                                                              Holiday Inn-West, Milwaukee              
                                           Howard Johnson's, Alexandria                                                           
    TENNESSEE                              Hyatt Arlington, Arlington                    WYOMING                                  
                                           Holiday Inn Crowne Plaza, Crystal City                                                 
    Motel 6, Chattanooga                   Motel 6, Fredericksburg                       Days Inn, Casper                         
    Holiday Inn, Jackson                   Fairfield Inn, Hampton                        Flying L Skylel, Cody                    
    Fairfield Inn, Johnson City            Omni International Hotel, Norfolk                                                      
    Holiday Inn, Memphis                   Holiday Inn West End, Richmond                CANADA                                   
    Motel 6, Memphis                                                                                                              
    Days Inn, Nashville                    WASHINGTON                                    EconoLodge, Hull, Quebec                 
    Hampton Inn, Nashville                                                               Sutton Place Hotel & Apartments Toronto  
                                           Embassy Suites, Bellevue                                                               
                                           Hampton Inn, Bellevue                                                                  
                                           Red Lion Inn Bellevue Center, Bellevue        GUAM                                     
    TEXAS                                  Motel 6, Issaquah                                                                      
                                           Red Lion Inn, Kelso                           Royal Palm Resort Tumon                  
    Proposed Summerfield Suites Hotel,     Embassy Suites, Lynwood                       Proposed Hotel, Tamuning                 
      Addison                              Red Lion Inn, Pasco                                                                    
    Days Inn, Amarillo                     Red Lion Inn, Richland                        MEXICO                                   
    Motel 6, Amarillo                      Best Western Tower Inn, Richland                                                       
    Super 8 Motel, Amarillo                Hampton Inn, Sea-Tac                          Omni Hotel, Ixtapa                       
    Holiday Inn, Austin                    Holiday Inn Sea-Tac, Sea-Tac                  La Jolla de Mismaloya, Puerto Vallarta   
    Days Inn, Corpus Christ                Red Lion Hotel, Sea-Tac                                                                
    Doubletree Inn, Dallas                 Doubletree Inn, Seattle                       PUERTO RICO                              
    Fairmont Hotel, Dallas                 Hampton Inn, Seattle                                                                   
    Marriott Park Central, Dallas          Holiday Inn Crowne Plaza, Seattle             Carib Inn, San Juan                      
    Marriott Quorum, Dallas                Red Lion Hotel, Seattle                       
    Melrose Hotel, Dallas                  Proposed Seattle Hotel, Seattle                        
    Motel 6, Dallas                        Red Lion Inn, Spokane                         
    Park Plaza, Dallas                                                                            
    Ramada Inn Convention Center, Dallas                                                    
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