MORGAN STANLEY CAP I INC COMM MORT PASS THR CER SER 1998 XL2
8-K, 1998-10-01
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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

 [IN ACCORDANCE WITH RULE 202 OF REGULATION S-T, THIS FORM 8-K IS BEING FILED 
            IN PAPER PURSUANT TO A CONTINUING HARDSHIP EXEMPTION.]

Date of Report: October 1, 1998
- ----------------------------------
(Date of earliest event reported)


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


     Delaware                    033-45467-02                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 (i) the
consents of Cushman & Wakefield, Inc. ("Cushman & Wakefield") furnished to the
Registrant by Cushman & Wakefield in respect of the Registrant's proposed
offering of the Commercial Mortgage Pass-Through Certificates, Series 1998-XL2
(the "Certificates"); (ii) the consent of O.Marshall Dodds Co., Inc.
("Marshall") furnished to the Registrant by Aaron & Wright in respect of the
Registrant's proposed offering of the Certificates; and (xiv) certain property
appraisals (the "Property Appraisals") furnished to the Registrant by Cushman &
Wakefield and Marshall (the "Appraisers") in respect of the Registrant's
proposed offering of the Certificates.

                  The Certificates will be offered pursuant to a Prospectus and
related Prospectus Supplement (together, the "Prospectus"), which will be filed
with the Commission pursuant to Rule 424 under the Securities Act of 1933, as
amended (the "Act"). The offer and sale contemplated by the Prospectus of the
Certificates will be registered pursuant to the Act under the Registrant's
Registration Statement on Form S-3 (No. 033-45467) (the "Registration
Statement"). The Registrant hereby incorporates the Appraisers' consents and
the Property Appraisals by reference in the Prospectus and the Registration
Statement.

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

(c)  Exhibits

<TABLE>
<CAPTION>

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

              23.1                  Consents of Cushman & Wakefield, Inc. for 36 various retail properties

              23.2                  Consents of O.Marshall Dodds Co., Inc. for 5 various retail properties
                                      dated September 22, 1998

              99.1                  Appraisal for Grapevine Mills

              99.2                  Appraisal for Edens & Avant - Fairlawn Town Centre

              99.3                  Appraisal for Edens & Avant - Bishops Corner

              99.4                  Appraisal for Edens & Avant - South Bay Center

              99.5                  Appraisal for Edens & Avant - Brookside/Brookway

              99.6                  Appraisal for Edens & Avant - Winchester Court Shopping Center
- ----------------------------------  ----------------------------------------------------------------------------

                                        -2-

<PAGE>

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

              99.7                  Appraisal for Edens & Avant - Westown Square Shopping Center

              99.8                  Appraisal for Edens & Avant - Middlesex Mall

              99.9                  Appraisal for Edens & Avant - Burlington Crossroads

              99.10                 Appraisal for Edens & Avant - Shrewsbury Crossing

              99.11                 Appraisal for Edens & Avant - Buckeye Plaza

              99.12                 Appraisal for Edens & Avant - Acton Plaza

              99.13                 Appraisal for Edens & Avant - Eastchester Plaza

              99.14                 Appraisal for Edens & Avant - Elkhart Shopping Center

              99.15                 Appraisal for Edens & Avant - Columbia Detroit Shopping Center

              99.16                 Appraisal for Edens & Avant - Center at Patchogue

              99.17                 Appraisal for the Mall of New Hampshire

              99.18                 Appraisal for Westside Pavilion

              99.19                 Appraisal for Northtown Mall Shopping Center

              99.20                 Appraisal for Edens & Avant - Promenade at Manassas

              99.21                 Appraisal for Edens & Avant -Marietta Trade Center

              99.22                 Appraisal for Edens & Avant - Fulton Crossing Shopping Center

              99.23                 Appraisal for Edens & Avant - Cypress Point Shopping Center

              99.24                 Appraisal for Edens & Avant - Rio Panar Shopping Center

              99.25                 Appraisal for Edens & Avant - Baldwin Square Shopping Center

              99.26                 Appraisal for Edens & Avant - Mountain Island Market Place

              99.27                 Appraisal for Edens & Avant - Butler Square

              99.28                 Appraisal for Edens & Avant - Shields Plaza Shopping Center

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

                                        -3-

<PAGE>

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

              99.29                 Appraisal for Edens & Avant - Plantation Point Shopping Center

              99.30                 Appraisal for Edens & Avant - Kenilworth Commons

              99.31                 Appraisal for Edens & Avant - Landing Station

              99.32                 Appraisal for Edens & Avant - Ellis Isle Shopping Center

              99.33                 Appraisal for Edens & Avant - Old Canton Road Shopping Center

              99.34                 Appraisal for Edens & Avant - Reservoir Square Shopping Center

              99.35                 Appraisal for Edens & Avant - Magee Shopping Center

              99.36                 Appraisal for Edens & Avant - English Village Shopping Center

              99.37                 Appraisal for Edens & Avant - Gateway Plaza - Shops

              99.38                 Appraisal for Edens & Avant - Midway Plaza - Shops

              99.39                 Appraisal for Edens & Avant - Daniel Lake Shopping Center

              99.40                 Appraisal for Edens & Avant - Village Square Shopping Center

              99.41                 Appraisal for Crystal Park IV

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




                                     -4-


<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 Flaum
                                                   -------------------------- 
                                                   Name:   James Flaum
                                                   Title:  Principal

Date:  October 1, 1998



<PAGE>


                                 EXHIBIT INDEX

<TABLE>
<CAPTION>

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

              23.1                  Consents of Cushman & Wakefield, Inc. for 36 various retail properties          P

              23.2                  Consents of O.Marshall Dodds Co., Inc. for 5 various retail properties          P 
                                      dated September 22, 1998

              99.1                  Appraisal for Grapevine Mills                                                   E

              99.2                  Appraisal for Edens & Avant - Fairlawn Town Centre                              P

              99.3                  Appraisal for Edens & Avant - Bishops Corner                                    P

              99.4                  Appraisal for Edens & Avant - South Bay Center                                  P

              99.5                  Appraisal for Edens & Avant - Brookside/Brookway                                P

              99.6                  Appraisal for Edens & Avant - Winchester Court Shopping Center                  P

              99.7                  Appraisal for Edens & Avant - Westown Square Shopping Center                    P

              99.8                  Appraisal for Edens & Avant - Middlesex Mall                                    P

              99.9                  Appraisal for Edens & Avant - Burlington Crossroads                             P

              99.10                 Appraisal for Edens & Avant - Shrewsbury Crossing                               P

              99.11                 Appraisal for Edens & Avant - Buckeye Plaza                                     P

              99.12                 Appraisal for Edens & Avant - Acton Plaza                                       P

              99.13                 Appraisal for Edens & Avant - Eastchester Plaza                                 P

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

<PAGE>

<CAPTION>

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

              99.14                 Appraisal for Edens & Avant - Elkhart Shopping Center                           P

              99.15                 Appraisal for Edens & Avant - Columbia Detroit Shopping Center                  P

              99.16                 Appraisal for Edens & Avant - Center at Patchogue                               P

              99.17                 Appraisal for the Mall of New Hampshire                                         E

              99.18                 Appraisal for Westside Pavilion                                                 E

              99.19                 Appraisal for Northtown Mall Shopping Center                                    E

              99.20                 Appraisal for Edens & Avant - Promenade at Manassas                             P

              99.21                 Appraisal for Edens & Avant -Marietta Trade Center                              P

              99.22                 Appraisal for Edens & Avant - Fulton Crossing Shopping Center                   P

              99.23                 Appraisal for Edens & Avant - Cypress Point Shopping Center                     P

              99.24                 Appraisal for Edens & Avant - Rio Panar Shopping Center                         P

              99.25                 Appraisal for Edens & Avant - Baldwin Square Shopping Center                    P

              99.26                 Appraisal for Edens & Avant - Mountain Island Market Place                      P

              99.27                 Appraisal for Edens & Avant - Butler Square                                     P

              99.28                 Appraisal for Edens & Avant - Shields Plaza Shopping Center                     P

              99.29                 Appraisal for Edens & Avant - Plantation Point Shopping Center                  P

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

                                        -2-

<PAGE>

<CAPTION>

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

              99.30                 Appraisal for Edens & Avant - Kenilworth Commons                                P

              99.31                 Appraisal for Edens & Avant - Landing Station                                   P

              99.32                 Appraisal for Edens & Avant - Ellis Isle Shopping Center                        P

              99.33                 Appraisal for Edens & Avant - Old Canton Road Shopping Center                   P

              99.34                 Appraisal for Edens & Avant - Reservoir Square Shopping Center                  P

              99.35                 Appraisal for Edens & Avant - Magee Shopping Center                             P

              99.36                 Appraisal for Edens & Avant - English Village Shopping Center                   P

              99.37                 Appraisal for Edens & Avant - Gateway Plaza - Shops                             P

              99.38                 Appraisal for Edens & Avant - Midway Plaza - Shops                              P

              99.39                 Appraisal for Edens & Avant - Daniel Lake Shopping Center                       P

              99.40                 Appraisal for Edens & Avant - Village Square Shopping Center                    P

              99.41                 Appraisal for Crystal Park IV                                                   E

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




                                      -3-


<PAGE>





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



COMPLETE APPRAISAL OF
REAL PROPERTY

GRAPEVINE MILLS

Northwest corner of State Highway 121 and
State Highway 26
Grapevine, Tarrant County, Texas



- -----------------------------------------------------
IN A SELF-CONTAINED REPORT

As of July 17, 1998





Prepared For:

MORGAN STANLEY MORTGAGE CAPITAL, INC.
1585 Broadway
37th Floor
New York, NY  10036






Prepared By:

CUSHMAN & WAKEFIELD, INC.
Valuation Advisory Services
51 West 52nd Street
New York, New York 10019


<PAGE>


                       [CUSHMAN & WAKEFIELD LETTERHEAD]


July 30, 1998

Mr. James Flaum
Principal
MORGAN STANLEY MORTGAGE CAPITAL, INC.
1585 Broadway
37th Floor
New York, NY  10036

Re: Complete Appraisal of Real Property
    GRAPEVINE MILLS
    Northwest corner of State Highway 121 and
    State Highway 26
    Grapevine, Tarrant County, Texas

Dear Mr. Flaum:

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

    As specified in the Letter of Engagement, the value opinion reported below
is qualified by certain assumptions, limiting conditions, certifications, and
definitions, which are set forth in the report.

    This is a complete appraisal report prepared in accordance with the Uniform
Standards of Professional Appraisal Practice of The Appraisal Foundation. The
results of the appraisal are being conveyed in a Self-Contained report
according to our agreement and the guidelines of your institution.

    This report was prepared for Morgan Stanley Mortgage Capital, Inc. and
is intended for the specified use of said Client. The report may not be
distributed to or relied upon by other persons or entities without the express
written permission of Cushman & Wakefield, Inc.

    The property was inspected by Brian K. Johnson. Brian K. Johnson and Brian
J. Booth prepared the report. Richard W. Latella, MAI, has reviewed the
appraisal report and is in concurrence with the findings contained herein, but
has not inspected the property.

<PAGE>
[Cushman & Wakefield Letterhead]

Mr. James Flaum
July 30, 1998
Page 2


    Based on our complete appraisal, as defined by the Uniform Standards of
Professional Appraisal Practice of The Appraisal Foundation, we have formed an
opinion that the market value of the leased fee estate, which represents the As
Is Value Estimate, subject to the assumptions, limiting conditions,
certifications and definitions, as of July 17, 1998, was:

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

    The preceding estimate of the subject's market value is based upon a
forecasted marketing period of 12 months, which we believe to be typical of the
market at this point in time.

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

Respectfully submitted, 
CUSHMAN & WAKEFIELD, INC.

Brian K. Johnson                            Brian J. Booth
Associate Director                          Retail Valuation Group
Valuation Advisory Services
Certification No. TX-1326012-G

Richard W. Latella, MAI
Senior Director
Retail Valuation Group

<PAGE>

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

PROPERTY NAME:                         Grapevine Mills

PROPERTY TYPE:                         Entertainment and Value-Oriented Mall

LOCATION:                              Northwest corner of State Highway 121
                                       and State Highway 26; also fronting the
                                       west side of FM 2499 (Grapevine Mills
                                       Parkway) as well as the east side of
                                       Anderson-Gibson Road, Grapevine, Tarrant
                                       County, Texas.

INTEREST APPRAISED                     Leased Fee Estate

DATE OF VALUE                          July 17, 1998

DATE OF INSPECTION:                    July 17, 1998

OWNERSHIP                              Grapevine Mills Limited Partnership

LAND AREA:                             131.823 acres or 5,742,210 square feet

                                       The total mall site is 201.668 acres
                                       when including the various contiguous
                                       outparcels associated with the property.
                                       However, the Mills Corporation also owns
                                       other tracts in the vicinity of the mall
                                       which are not contiguous with the main
                                       site. Furthermore, several of the mall
                                       outparcels have been sold or ground
                                       leased, however, we were not furnished
                                       with a survey delineating the area sold
                                       to the various pad users.

PARKING                                8,724 spaces or 7.0 spaces per 1,000
                                       square feet

ZONING:                                CC - Community Commercial

HIGHEST AND BEST USE:

  As Vacant:                           Commercial, retail, office or industrial
                                       development or a mixed use development

  As Improved:                         As improved with a value-oriented mall

IMPROVEMENTS

     Description:                      The subject property consists of a
                                       1,241,769 square foot entertainment and
                                       value-oriented, enclosed mall. As
                                       presently configured, the property
                                       includes 16 major or anchor tenants
                                       (based on management's classifications),
                                       although plans include adding up to five
                                       more major tenants as demand requires.
                                       The major tenants include retail outlets
                                       and entertainment

<PAGE>

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

                                       facilities (a 30 screen movie theater, a
                                       theme restaurant, and a
                                       Gameworks/arcade) The property's
                                       construction consists of a concrete slab
                                       with steel framing and a painted dryvit
                                       exterior. Construction of the property
                                       was complete in 1997. The layout of the
                                       facility is a large oval or racetrack
                                       with the majority of the anchors
                                       situated along the perimeter. As of the
                                       date of inspection, the property was
                                       over 95 percent occupied by more than
                                       170 tenants.

GROSS LEASEABLE AREA:                  The following area data is based on a
                                       rent roll provided by management. All of
                                       the tenants within the mall lease their
                                       space versus owning their own building.

                                       ----------------------------------------
                                          COMPONENTS       GLA       ALLOCATION
                                       ----------------------------------------
                                       Anchors          699,303+/-SF      56.4%
                                       ----------------------------------------
                                       In Line Shops    511,394+/-SF      41.4%
                                       ----------------------------------------
                                       Food Court        11,532+/-SF       0.9%
                                       ----------------------------------------
                                       Restaurants       16,158+/-SF       1.3%
                                       ----------------------------------------
                                       Kiosks             2,584+/-SF       0.0%
                                       ----------------------------------------
                                       TOTAL          1,240,971+/-SF     100.0%
                                       ----------------------------------------
                                    
=============================
INCOME APPROACH ASSUMPTIONS
Discounted Cash Flow
=============================

Current Occupancy:                     94.2% (Based Upon Total GLA)

Forecasted Stabilized Occupancy:       95.0% (Based Upon Total GLA with 5.0%
                                       vacancy and collection loss, excluding
                                       downtime between leases).

Forecasted Date of Stabilization:      June 1999

Holding Period                         10 Years

Growth Rate Assumptions

     Sales Growth:                     6.0% - 1998
                                       5.0% - 1999
                                       4.0% - 2000
                                       3.5% - Thereafter
     Rent Growth:                      3.0% - 1998
                                       3.5% - Thereafter
     Expense Growth:                   3.5%

<PAGE>

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

Tenant Alterations

     New (Turnover) Tenants:           $15.00/SF
     Renewal Tenants:                  $5.00/SF

Leasing Commissions

     New Tenants:                      $2.50/SF
     Renewal Tenants:                  $1.50/SF

Tenant Renewal Probability:            65.0%
Cost of Sale at Reversion:              2.0%

=============================
INVESTMENT RATE PARAMETERS
Discounted Cash Flow
=============================

     Going-In Capitalization Rate:      8.50 -  9.00%
     Terminal Capitalization Rate:      9.00 -  9.50%
     Discount Rate:                    11.00 - 11.50%

=============================
VALUE INDICATORS
"As Is Valuation"
=============================

Sales Comparison Approach:             $230,000,000 to $240,000,000
Income Capitalization Approach

  Discounted Cash Flow Analysis:       $236,000,000
  Direct Capitalization:               $235,000,000

VALUE CONCLUSION:                      $235,000,000

Resulting Indicators

     Value Per SF Owned GLA:           $189.37 (Based Upon 1,240,971+/- SF)
     Value Per SF Non-Anchor GLA:      $433.85 (Based Upon 541,668 SF)
     Net Operating Income (FY 1999):   $20,400,171
     Implicit Overall Cap Rate:        8.68%

Exposure Time Implicit in

     Market Value Conclusion:          Not to Exceed 12 Months

SPECIAL ASSUMPTIONS AFFECTING VALUATION:

     The following special assumptions have been considered for the analysis at
hand and are in addition to our assumptions and limiting conditions following
the report:

     1.   We were not provided building plans for the subject improvements. As
          a result, the gross leaseable area is based on the rent roll, as well
          as other information provided by management. Any significant
          deviations from the information we were provided resulting in a
          different building area for the subject could impact the value
          estimate contained herein.

<PAGE>

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

     2.   The forecasts of income, expenses, and absorption of vacant space
          included herein are not predictions of the future. Rather, they are
          our best estimates of current market thinking on future income,
          expenses, and demand. We make no warranty or representation that
          these forecasts will materialize.

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

<PAGE>

                                            PHOTOGRAPHS OF THE SUBJECT PROPERTY
- -------------------------------------------------------------------------------










                                   [PICTURE]










           View of the Flag Folley mall entrance at Grapevine Mills










                                   [PICTURE]










         View of the Football Folley mall entrance to Grapevine Mills

- -------------------------------------------------------------------------------
                                      -1-
<PAGE>

                                            PHOTOGRAPHS OF THE SUBJECT PROPERTY
- -------------------------------------------------------------------------------











                                   [PICTURE]










                      View of the movie theater building










                                   [PICTURE]










                View of the Rainforest Cafe building exterior

- -------------------------------------------------------------------------------
                                      -2-
<PAGE>

                                            PHOTOGRAPHS OF THE SUBJECT PROPERTY
- -------------------------------------------------------------------------------









                                   [PICTURE]










                    View of a typical common area corridor










                                   [PICTURE]










                    View of a typical common area corridor

- -------------------------------------------------------------------------------
                                      -3-
<PAGE>

                                            PHOTOGRAPHS OF THE SUBJECT PROPERTY
- -------------------------------------------------------------------------------










                                   [PICTURE]










                            View of the food court









                                   [PICTURE]










                               View of the roof

- -------------------------------------------------------------------------------
                                      -4-
<PAGE>

                                            PHOTOGRAPHS OF THE SUBJECT PROPERTY
- -------------------------------------------------------------------------------










                                   [PICTURE]










           View of the exterior entrance of Burlington Coat Factory









                                   [PICTURE]










           View of the interior entrance of Burlington Coat Factory

- -------------------------------------------------------------------------------
                                      -5-
<PAGE>

                                            PHOTOGRAPHS OF THE SUBJECT PROPERTY
- -------------------------------------------------------------------------------










                                   [PICTURE]










                   View of the exterior entrance of Off 5th









                                   [PICTURE]










                   View of the interior entrance of Off 5th

- -------------------------------------------------------------------------------
                                      -6-
<PAGE>

                                            PHOTOGRAPHS OF THE SUBJECT PROPERTY
- -------------------------------------------------------------------------------










                                   [PICTURE]










             View of the exterior entrance of Bed, Bath, & Beyond









                                   [PICTURE]










             View of the interior entrance of Bed, Bath, & Beyond

- -------------------------------------------------------------------------------
                                      -7-
<PAGE>

                                            PHOTOGRAPHS OF THE SUBJECT PROPERTY
- -------------------------------------------------------------------------------










                                   [PICTURE]










          View of the exterior entrance of the JC Penney Outlet Store









                                   [PICTURE]










              View of the interior of the JC Penney Outlet Store

- -------------------------------------------------------------------------------
                                      -8-
<PAGE>

                                            PHOTOGRAPHS OF THE SUBJECT PROPERTY
- -------------------------------------------------------------------------------










                                   [PICTURE]










                  View of the interior entrance of Marshalls









                                   [PICTURE]










                  View of the interior entrance of Group USA

- -------------------------------------------------------------------------------
                                      -9-
<PAGE>

                                            PHOTOGRAPHS OF THE SUBJECT PROPERTY
- -------------------------------------------------------------------------------










                                   [PICTURE]










                  View of the interior entrance of Old Navy









                                   [PICTURE]










               View of the interior entrance of Rainforest Cafe

- -------------------------------------------------------------------------------
                                     -10-
<PAGE>

                                            PHOTOGRAPHS OF THE SUBJECT PROPERTY
- -------------------------------------------------------------------------------










                                   [PICTURE]










               View of the interior entrance of Books-A-Million









                                   [PICTURE]










              View of the interior entrance of Sports Authority

- -------------------------------------------------------------------------------
                                     -11-
<PAGE>

                                            PHOTOGRAPHS OF THE SUBJECT PROPERTY
- -------------------------------------------------------------------------------










                                   [PICTURE]










                  View of the interior entrance of Gameworks









                                   [PICTURE]










               View of the interior entrance of Virgin Records

- -------------------------------------------------------------------------------
                                     -12-
<PAGE>

                                            PHOTOGRAPHS OF THE SUBJECT PROPERTY
- -------------------------------------------------------------------------------




















                                   [PICTURE]




















               View of the interior entrance of Off Rodeo Drive

- -------------------------------------------------------------------------------
                                     -13-
<PAGE>

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

INTRODUCTION.................................................................1
    Identification of Property...............................................1
    Property Ownership and Recent History....................................1
    Purpose and Intended Use of the Appraisal................................1
    Date of Value and Property Inspection....................................2
    Extent of the Appraisal Process..........................................2
    Property Rights Appraised................................................2
    Definitions of Value, Interest Appraised, and Other Pertinent Terms......3
    Legal Description........................................................4

REGIONAL ANALYSIS............................................................5

CITY/NEIGHBORHOOD ANALYSIS..................................................19

VALUE RETAIL MALL CONCEPT...................................................22

RETAIL MARKET ANALYSIS......................................................36

TRADE AREA ANALYSIS.........................................................44

PROPERTY DESCRIPTION........................................................57
    Site Description........................................................57

REAL PROPERTY TAXES AND ASSESSMENTS.........................................63

ZONING......................................................................66

HIGHEST AND BEST USE........................................................68
    Highest and Best Use of Site, As Though Vacant..........................68
    Highest and Best Use of Property, As Improved...........................69

VALUATION PROCESS...........................................................70

SALES COMPARISON APPROACH...................................................72

INCOME CAPITALIZATION APPROACH..............................................91

RECONCILIATION AND FINAL VALUE ESTIMATE....................................128

ASSUMPTIONS AND LIMITING CONDITIONS........................................130

CERTIFICATION OF APPRAISAL.................................................132

ADDENDA....................................................................133


<PAGE>

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

IDENTIFICATION OF PROPERTY

     The subject of this appraisal is Grapevine Mills, a single-level,
entertainment and value-oriented mall development. The subject is typical of
the Mills mega mall developments. By definition, a mega mall is a hybrid retail
concept first pioneered by The Mills Corporation. They contain a mix of retail
formats, primarily off-price in nature, ranging from manufacturer and retail
outlets, to catalog stores, category dominant retailers, and specialty tenants.
Entertainment, including a cinema component, virtual reality, and several theme
restaurants has become an integral part of the merchandising mix as well.
Anchor and junior anchor stores can comprise 10 to 15 locations and account for
50.0 to 60.0 percent of the GLA. In-line shops include a mix of off-price and
traditional retailers and typically account for 40.0 to 50.0 percent of the
total GLA.

     Grapevine Mills possesses a strategic location at the northwest corner of
State Highway 121 and State Highway 26 in Grapevine, Tarrant County, Texas. The
subject property consists of a 1,240,971 square foot entertainment and
value-oriented, enclosed mall. As presently configured, the property includes
16 major or anchor tenants (based on management's classifications), although
plans include adding up to five more major tenants as demand requires. This
report does not consider the potential for future major tenants. The major
tenants include retail outlets and entertainment facilities (a 30 screen movie
theater, a theme restaurant, and a gameworks/arcade). The property's
construction consists of a concrete slab with steel framing and a painted
dryvit exterior. Construction of the property was complete in 1997. The layout
of the facility is a large oval or racetrack with the majority of the anchors
situated along the perimeter. As of our date of value, the property was nearly
95 percent occupied based on total GLA.

PROPERTY OWNERSHIP AND RECENT HISTORY

    Ownership of the subject is currently vested in Grapevine Mills Limited
Partnership. According to information provided by the Mills Corporation,
including copies of the actual agreements to purchase vacant land as well as
special warranty deeds, the subject site was purchased simultaneously from
Rosewood Property Company and Gateway Center Associates, Ltd. on July 9, 1996
for $21,961,994 or $2.88 per square foot. According to the Tarrant County
Appraisal District, each of the previous owners had owned their respective
properties well in excess of three years. Subsequent to the land purchase, the
Mills Corporation developed the existing mall improvements which were completed
in late 1997. According to the client, the property is not currently for sale
nor are there any contracts for sale pending.

PURPOSE AND INTENDED USE OF THE APPRAISAL

     The purpose of this appraisal is to estimate the market value of the
leased fee estate in the subject property as of our date of inspection. The
function of this appraisal is to provide an independent valuation and analysis
for financing to be arranged by Morgan Stanley Mortgage Capital, Inc.

- -------------------------------------------------------------------------------
                                      -1-
<PAGE>

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

DATE OF VALUE AND PROPERTY INSPECTION

     Our As Is market value date is July 17, 1998. On that date, Brian K.
Johnson inspected the property and its environs. Richard W. Latella, MAI
reviewed and approved the report, and Brian J. Booth helped prepare the
analyses, but neither inspected the property

EXTENT OF THE APPRAISAL PROCESS

     In the process of preparing this appraisal, we:

     o    Inspected the subject property and its surrounding environs;

     o    Interviewed representatives of management;

     o    Reviewed leasing policy, concessions, tenant build-out allowances,
          and recently negotiated rental rates, as well as forecasted operating
          statements and a budget of income and expenses;

     o    Reviewed lease abstracts for anchor tenants;

     o    Conducted market research of occupancy rates, asking rents,
          concessions, and operating expenses at competing properties;

     o    Conducted market inquiries into recent sales of similar retail
          centers to ascertain sale prices per square foot and capitalization
          rates;

     o    Determined a trade area and developed trade area specific data for
          the property based upon our analysis of the market area as developed
          by Equifax National Decision Systems (ENDS);

     o    Estimated market rental rates, absorption, and income and expenses
          for the subject based upon available market data and current market
          thinking relative to growth in market rents and market absorption;

     o    Prepared a detailed discounted cash flow (DCF) analysis using
          Pro-Ject+ software for the purpose of discounting a forecasted net
          income stream into a present value of the leased fee estate for the
          center;

     o    Reconciled the value indications and concluded a final value estimate
          for the subject on an As Is basis; and

     o    Prepared a complete appraisal of the subject property with the
          results conveyed in this self-contained narrative report. A complete
          appraisal involves an estimate of market value without any departure
          from the Uniform Standards of Professional Appraisal Practice
          maintained by the Appraisal Foundation. The report makes a
          comprehensive presentation of the data and analyses which serve as
          the basis of our value conclusion.

PROPERTY RIGHTS APPRAISED

    In this instance, we have been asked to value the property As Is, which
represents the leased fee estate in the property.

- -------------------------------------------------------------------------------
                                      -2-
<PAGE>

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

DEFINITIONS OF VALUE, INTEREST APPRAISED, AND OTHER PERTINENT TERMS

     The definition of market value taken from the Uniform Standards of
Professional Appraisal Practice of the Appraisal Foundation, is as follows:

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

     1.   Buyer and seller are typically motivated;

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

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

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

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

     EXPOSURE TIME

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

     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. 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.

     The following definitions of pertinent terms are taken from the Dictionary
of Real Estate Appraisal, Third Edition (1993), published by the Appraisal
Institute. These definitions have been taken into account when arriving at the
estimate of market value reported in this appraisal assignment.

- -------------------------------------------------------------------------------
                                      -3-
<PAGE>

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

     FEE SIMPLE ESTATE

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

     LEASED FEE ESTATE

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

     MARKET RENT 

     The rental income that a property would most probably command on the open
     market, indicated by the current rents paid and asked for comparable space
     as of the date of appraisal.

     CASH EQUIVALENT

     A price expressed in terms of cash, as distinguished from a price
     expressed totally or partly in terms of the face amounts of notes or other
     securities that cannot be sold at their face amounts.

     MARKET VALUE AS IS

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

LEGAL DESCRIPTION

     The property is legally described as Lot 1, Block 1 of the Grapevine Mills
Addition, an addition to the City of Grapevine, Tarrant County, Texas. A metes
and bounds legal description of which the subject tract is a part was provided
for our review and is contained in the Addenda.

- -------------------------------------------------------------------------------
                                      -4-
<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.]


















                                [REGIONAL MAP]




















<PAGE>

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

INTRODUCTION

    Following is an overview of the Dallas/Fort Worth Metroplex (the combined
Dallas/Fort Worth metropolitan area) focusing on such topics as population,
employment, income levels, retail sales, transportation, and the real estate
markets. Please note that a thorough discussion of the real estate market
directly affecting the subject property is included in the Market Analysis
section of this report.

POPULATION

    The U.S. Census Bureau's final 1990 census showed the Dallas-Fort Worth
Consolidated Metropolitan Statistical Area's (CMSA's) population at 4,111,750
as of January 1, 1990. This estimate reflects an average annual compound growth
rate of 2.80 percent since the revised January 1980 census. As of January 1,
1996, the CMSA was re-configured to include Erath, Navarro, Palo Pinto,
Somervell, and Wise Counties. The estimated population for the sixteen-county
area as of January 1, 1997 was 4,654,325. Following is a summary of the 1980
and 1990 census population figures, along with the most recent population
estimates for the sixteen-county CMSA, as prepared by the North Central Texas
Council of Governments (NCTCOG).

===============================================================================
                               DALLAS/FORT WORTH
                                CMSA POPULATION
===============================================================================
                                     AVERAGE ANNUAL ESTIMATED  AVERAGE ANNUAL
                                        COMPOUND    POPULATION    COMPOUND
           1980 CENSUS  1990 CENSUS   GROWTH RATE     AS OF     GROWTH RATE
  COUNTY    POPULATION   POPULATION    FROM 1980    JANUARY      FROM 1990
                                        TO 1990      1, 1997      TO 1997
===============================================================================
  Collin      144,576      264,036       6.21%      397,100        6.23%
  Dallas    1,556,419    1,852,810       1.76%    1,976,600        0.96%
  Denton      143,126      273,525       6.69%      352,050        3.81%
  Ellis        59,743       85,167       3.61%       96,800        1.91%
  Erath        22,560       27,991       2.18%       30,200        1.13%
  Hood         17,714       28,981       5.05%       35,000        2.84%
  Hunt         55,248       64,343       1.54%       66,100        0.40%
  Johnson      67,649       97,165       3.69%      107,850        1.56%
  Kaufman      39,015       52,220       2.96%       59,350        1.91%
  Navarro      35,323       39,926       1.23%       40,500        0.21%
  Palo Pinto   24,062       25,055       0.41%       27,350        1.31%
  Parker       44,609       64,785       3.80%       80,225        3.22%
  Rockwall     14,528       25,604       5.83%       34,500        4.52%
  Somervell     4,154        5,360       2.58%        5,750        1.05%
  Tarrant     860,880    1,170,103       3.12%    1,306,800        1.65%
  Wise         26,575       34,679       2.70%       38,250        1.46%
               ------       ------                   ------
  CMSA      3,119,806    4,111,750      2.80%     4,654,325        1.85%
Total     
===============================================================================
Source: North Central Texas Council of Governments Research and Information
        Services
===============================================================================

- -------------------------------------------------------------------------------
                                      -5-
<PAGE>

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

    Tarrant County experienced the greatest growth in total population from
1990 to 1997 with 136,697 new residents followed closely by Collin (133,064)
and Dallas (123,790) counties. Dallas County experienced a relatively low
compound growth rate from 1990 to 1997 (0.96 percent) principally because of
its urban influence and the limited amount of land available for residential
development. By comparison, Tarrant County experienced a 1.65 percent annual
compound growth rate over this same time period. Particularly notable among the
group are Collin (located north of Dallas), Rockwall (located east of Dallas),
Denton (located north of both Dallas and Tarrant) and Parker (west of Fort
Worth) counties with compound annual growth rates between 3.0 and 6.5 percent.

    In addition to estimating annual population changes, the NCTCOG is also
charged with forecasting future population and employment growth in connection
with its regional transportation planning effort. Unfortunately, the East Texas
Council of Governments does not undertake a forecast for Henderson County,
therefore, this county is not included in our summary. Population projections
for the Dallas/Fort Worth CMSA (based on the 1990 census statistics) to the
year 2010 are as follows.

       =================================================================
                         CMSA POPULATION PROJECTIONS
                                  1990-2010
       =================================================================
                                                    FORECASTED AVERAGE
          COUNTY         1990            2010         ANNUAL COMPOUND
                                                        GROWTH RATE
                                                         1990-2010
       =================================================================
       Collin          264,036         461,857             2.84%
       Dallas        1,852,810       2,431,660             1.37%
       Denton          273,525         482,971             3.61%
       Ellis            85,167         135,707             2.36%
       Erath            27,991          36,910             1.39%
       Hood             28,981          44,978             2.22%
       Hunt             64,343          80,590             1.13%
       Johnson          97,165         150,159             2.20%
       Kaufman          52,220          79,209             2.10%
       Navarro          39,926          47,400             0.86%
       Palo Pinto       25,055          29,102             0.75%
       Parker           64,785         102,000             2.30%
       Rockwall         25,604          44,305             2.78%
       Somervell         5,360           6,952             1.31%
       Tarrant       1,170,103       1,677,985             1.82%
       Wise             34,679          46,012             1.42%
                        ------          ------
       CMSA Total    4,111,750       5,857,797             1.79%
       =================================================================
       Sources:  NCTCOG
       =================================================================

- -------------------------------------------------------------------------------
                                      -6-
<PAGE>

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

    Note that all components of the CMSA population are forecasted to increase.
Although Dallas and Tarrant Counties should continue to register the largest
absolute increases, the five suburban counties of Collin, Denton, Ellis, Hood,
Johnson, Kaufman, Parker, and Rockwall are forecasted to continue with the
highest relative growth rates. Overall, rates of growth are forecasted to be
slightly less dynamic from the Year 1990 to 2010.

    A comparison of the NCTCOG's forecast for the CMSA with the population
forecast for the state by the Census Bureau indicates that the CMSA should
maintain its ranking in the state's overall population picture over the next
two decades. The CMSA's 1990 year-end population of 4,111,750 was 24.21 percent
of the Census Bureau's estimate for the state of 16,986,510. Moving forward,
the population for the same area climbs to 5,066,975, or 25.12 percent of the
state forecast at the turn of the century, and then rises again slightly to
25.8 percent by the Year 2010. In other words, the growth of the Dallas/Fort
Worth CMSA is expected to exceed state-wide growth through 2010.

EMPLOYMENT

    The NCTCOG's most recent non-agricultural employment forecasts for Dallas
County, Tarrant County, and for the nine Urban North Central Texas Counties
(Collin, Dallas, Denton, Ellis, Johnson, Kaufman, Parker, Rockwall, and Tarrant
Counties) are shown in the table set forth below.

====================================================================
                            EMPLOYMENT
                             1990-2010
====================================================================
                                                      FORECASTED
                                                    AVERAGE ANNUAL
    COUNTY            1990              2010           COMPOUND
                                                      GROWTH RATE
                                                       1990-2010
====================================================================
Dallas              1,309,000         1,838,000          1.71%
Tarrant               565,000           865,000          2.15%
                      -------           -------
Nine Urban          2,148,000         3,221,000          2.05%
Counties
====================================================================
Sources:  NCTCOG
====================================================================

    As can be seen from the table, the non-agricultural employment base for the
nine Dallas/Fort Worth urban counties is forecasted to increase at an average
annual compound growth rate of 2.05 percent through the year 2010 representing
an additional 1,073,000 jobs or 53,650 new jobs per year on the average.

    Following is a summary of the most recently reported employment statistics,
allowing a comparison of February 1998 versus February 1997 activity:


                                      -7-
<PAGE>

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

===============================================================================
                       WAGE/SALARY EMPLOYMENT BY SECTOR
===============================================================================
                                                           PERCENT CHANGE
                               PERCENT OF TOTAL            FEBRUARY 1998
                                                        VERSUS FEBRUARY 1997

                          =====================================================
         SECTOR                         FORT WORTH/                FORT WORTH/
                             DALLAS     ARLINGTON       DALLAS      ARLINGTON
===============================================================================
Manufacturing                13.76%       15.33%       +3.11%        +3.58%
Mining                        0.64%        0.59%       -0.85%         0.00%
Construction                  4.64%        4.84%       +8.55%        +5.15%
Transportation/Utilities      6.93%        9.36%       +8.68%        +6.34%
Trade                        23.90%       25.41%       +3.70%        +5.08%
Finance/Real Estate           7.94%        4.55%       +6.93%        +4.49%
Service/Miscellaneous        30.91%       27.01%       +9.31%        +5.56%
Government                   11.29%       12.91%       +3.45%        +1.76%
                             ------       ------
Total                      100.00%*      100.00%       +6.05%        +4.60%
===============================================================================
Source:  Texas Workforce Commission
===============================================================================
* Does not equal 100% due to rounding
===============================================================================

    These statistics reveal some important trends associated with the Dallas
and Fort Worth/Arlington employment sectors. Even though two sectors (i.e.,
Trade and Service/ Miscellaneous) combine for more than one half of total
nonagricultural wage and salary employment, growth has occurred in all sectors
except the smallest sector- Mining. Overall, wage and salary employment
statistics for Dallas and Fort Worth/Arlington demonstrate some of the highest
growth rates in recent times with 6.05 percent and 4.60 percent growth,
respectively, from February 1997 to February 1998. Exceptional growth has
occurred in the Construction, Transportation/Utilities, Finance/Real Estate and
Service/Miscellaneous categories, with Dallas posting 8.55, 8.68, 6.93 and 9.31
percent increases and Fort Worth/Arlington showing 5.15, 6.34, 4.49, and 5.56
percent increases, respectively. Considering that the Trade and
Service/Miscellaneous categories already represent over 50 percent of area
employment, it is especially impressive to note the rate of growth that has
continued in these categories with Dallas posting 3.70 and 9.31 percent
increases and Fort Worth/Arlington showing 5.08 and 5.56 percent increases,
respectively.

    The following statistics indicate that the recent unemployment level in
Texas (4.8 percent) is slightly below that of the United States (5.0 percent)
as of February 1998 with Dallas (3.3 percent) and Fort Worth/Arlington (3.3
percent) quite a bit lower than the state and national levels. Austin/San
Marcus leads among Texas' largest cities with a 2.6 percent unemployment rate.
Among the second tier cities, Bryan-College Station reports a 1.7 percent
unemployment rate.



                                      -8-
<PAGE>

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

==============================================================
             UNEMPLOYMENT STATISTICS COMPARISON
                          (ACTUAL)

==============================================================
      LOCATION          FEBRUARY 1998        FEBRUARY 1997
==============================================================
United States               5.0%                 5.7%
Texas                       4.8%                 5.8%
DALLAS                      3.3%                 4.0%
FORT WORTH/ARLINGTON        3.3%                 4.1%
Houston                     4.1%                 5.4%
San Antonio                 3.6%                 4.1%
El Paso                    10.1%                12.0%
Corpus Christi              6.4%                 8.6%
Austin/San Marcus           2.6%                 3.3%
==============================================================
Sources:    Texas Workforce Commission and U.S. Bureau of
            Labor Statistics.
==============================================================


    Following is a brief listing of the largest private employers in the
Dallas-Fort Worth area as compiled from the Dallas Business Journal (January
1998) and The Business Press (August 1997).







                                      -9-

<PAGE>

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

=====================================================
             SUMMARY OF MAJOR EMPLOYERS
               DALLAS/FORT WORTH AREA

=====================================================
                                        LOCAL
              NAME                    EMPLOYEES
=====================================================
AMR Corp. (a)                          41,000
Texas Instruments, Inc.(b)             24,000
Baylor Health Care System              12,700
SBC Communications, Inc.               12,000
The Kroger Company                     11,115
Lockheed Martin Corp.                  11,000
EDS, Corp.(c)                          10,000
J.C. Penney Co.(c)                     10,000
Dallas County Community College         8,539
Tom Thumb Food and Pharmacy             8,425
Nationsbank of Texas                    7,800
Minyard Food Stores, Inc.               7,500
Texas Health Resources                  7,413
Harris Methodist Health Systems         6,957
Albertson's Inc.                        6,500
Bell Helicopter Textron, Inc.           6,400
Nortel (Northern Telecom)               6,200
GTE                                     6,068
MCI Communications                      6,000
=====================================================
(a) Headquartered in Fort Worth
(b) Headquartered in Dallas
(c) Headquartered in Plano
=====================================================


    Over the past 25 years, Dallas/Fort Worth has continued to be among the top
cities considered for corporate relocations. Exxon Corp., Kimberly-Clark Corp.,
and Blockbuster Entertainment have headquarter offices in the area. Quaker
State moved their corporate office to the Dallas area from Oil City,
Pennsylvania in 1996. GTE Corporation planned to move their headquarters to
Dallas area from Stamford, Connecticut until their proposed merger with MCI
which has since dissolved. GTE's current relocation plans are uncertain. Union
Pacific Railroad, parent company of America's largest railroad, moved its
headquarters to Downtown Dallas from Pennsylvania.



                                     -10-
<PAGE>

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

PER CAPITA INCOME

    Following is a summary of per capita income for counties in the CMSA, the
State of Texas, and the nation:

=============================================================
                 PER CAPITA INCOME SUMMARY
=============================================================
                                                  AVERAGE
                                                  ANNUAL
    COUNTY         1990       1993     1995      COMPOUND
                                                GROWTH RATE
                                               1990 TO 1995
=============================================================

Collin            $23,370   $26,421   $28,922      4.36%
Dallas            $21,175   $25,293   $28,367      6.02%
Denton            $18,443   $20,646   $22,631      4.18%
Ellis             $15,487   $17,881   $19,781      5.02%
Henderson         $13,240   $15,031   $16,616      4.65%
Hood              $17,891   $20,899   $22,872      5.03%
Hunt              $14,853   $16,599   $17,368      3.18%
Johnson           $14,914   $16,593   $17,944      3.77%
Kaufman           $14,634   $17,005   $18,752      5.08%
Parker            $15,824   $17,063   $19,017      3.74%
Rockwall          $21,534   $24,045   $26,813      4.48%
Tarrant           $19,150   $21,401   $23,266      3.97%

Texas             $16,749   $19,452   $21,118      4.74%
United States     $19,142   $21,223   $23,196      3.92%
=============================================================
Source:  Texas Comptroller's Office, Austin, Texas
=============================================================


    Collin County was second highest in per capita income for the state of
Texas in 1995 (the most recent year for which data is available) at $28,922
followed closely by Dallas County, its closest rival, at $28,367 per person.

    From 1990 to 1995, the average annual compound growth rates for all
counties in the CMSA ranged from 3.2 to 6.0 percent with the more densely
populated counties (Collin, Dallas, and Tarrant Counties reflecting growth at
the upper end of this range from 4.0 to 6.0 percent. The highest per capita
income growth occurred in Dallas County at 6.0 percent with income in Ellis,
Hood and Kaufman counties increasing at a 5.0 percent rate.



                                     -11-
<PAGE>

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

RETAIL SALES

    Following is a summary of the Gross Retail Sales in the Dallas/Fort Worth
Metropolitan Area:

===============================================================================
                         DALLAS AND TARRANT COUNTIES
                              GROSS RETAIL SALES
===============================================================================
                  DALLAS COUNTY                 TARRANT COUNTY
      YEAR        RETAIL SALES   PERCENT CHANGE  RETAIL SALES   PERCENT CHANGE
                     (000'S)                        (000'S)
===============================================================================
      1984         $16,792,801         --         $ 7,966,241         --
      1985         $18,354,106      +9.30%        $ 8,893,697     +11.64%
      1986         $17,937,831      -2.27%        $ 8,946,783      +0.60%
      1987         $18,089,447      +0.85%        $ 8,698,008      -2.78%
      1988         $18,562,210      +2.61%        $ 8,914,670      +2.49%
      1989         $19,630,480      +5.76%        $ 9,778,478      +9.69%
      1990         $21,233,049      +8.16%        $10,843,192     +10.89%
      1991         $22,533,538      +6.12%        $11,065,900      +2.05%
      1992         $23,768,898      +5.48%        $12,184,664     +10.11%
      1993         $26,110,105      +9.85%        $12,095,350      -0.01%
      1994         $28,771,909     +10.19%        $13,666,610     +13.00%
      1995         $31,614,624      +9.88%        $14,739,613      +7.85%
      1996         $34,306,156      +8.51%        $15,461,608      +4.90%
      1997        $15,683,413*          NA        $7,408,917*         NA
===============================================================================
Source:  Texas Comptroller of Public Accounts
* Through 2nd Quarter, 1997
===============================================================================

    From 1985 through 1988, during a period of negative employment growth,
retail sales were flat to declining. Since 1988, retail sales have increased
substantially showing average annual compound growth rates ranging from 7.98 to
7.13 percent in Dallas and Tarrant counties, respectively. The growth rate for
both counties trends slightly higher than inflation for the period (3.4 percent
for the U.S. City Average, All Urban Consumers, 1982-84=100).

TRANSPORTATION

    Due to its geographical location in the central part of the United States,
the Dallas/Fort Worth metropolitan area has developed into a major
transportation hub for air, truck, and automobile traffic. Key elements to the
system are the D/FW International Airport, a slowly emerging mass transit
system, a well-designed highway system, and major rail connections.

    According to statistics compiled by the Federal Aviation Administration,
the Dallas/Fort Worth air space is among the busiest in the United States,
second only to New York in terms of total daily flights. Located less than 20
miles from the central cores of both Dallas and Fort Worth, the D/FW
International Airport provides a strong regional economic impact. D/FW recently
added a 7th runway in October, 1996 and over 1,800 parking spaces at American
terminal 3E. Future plans call for an additional 5 gates and 1800 to 1900
parking spaces at terminal 2W scheduled for completion in October, 1998.
Environmental work is underway that will eventually lead to 2,000 foot
extensions for three of the existing runways with related holding pads,
taxi-ways and taxi-lanes.



                                     -12-
<PAGE>

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

    This airport has seen its employee base of businesses (airline support
personnel and airport board) involved at the D/FW Airport climb from 730 in
1983 to more than 39,000 as of January 1997.

    The following Airline Traffic Summary illustrates the growth in D/FW
International Airport airline traffic during the past seventeen years:

    ======================================================================
                             AIR TRAFFIC SUMMARY
    ======================================================================
     TYPE OF TRAFFIC       1980        1990        1995         1996
    ======================================================================

    Total(1)           21,618,002   48,515,464  54,369,613  58,034,503
    Passengers:
    Total(1) Air          303,200      547,008     777,696     774,854
    Cargo (Tons)(2)
    ----------------------------------------------------------------------
    (1)  "Total" refers to both enplaned and deplaned passengers or
         cargo.
    (2)  These are calculated estimations based on a formula.

    Source:  AAC/DFW Marketing Department, Dallas/Fort Worth
    International Airport
    ======================================================================

    The above statistics reflect an average annual compound growth rate of 8.4
percent from 1980 to 1990 for total passengers, with the average compound
growth rate from 1990 to 1996 being 3.03 percent. Total air cargo shows an
average annual compound growth rate of 6.7 percent from 1980 to 1990, with a
6.0 percent annual compound growth from 1990 to 1996. According to a
representative of the D/FW International Airport, several factors contributed
to the dramatic growth rates between 1980 and 1990. Initially, airline
deregulation was a primary factor. However, in recent years, both American and
Delta Airlines have used the airport as a hub, routing passengers through the
area on a regular basis. This strategy is a result of the good weather, as well
as additional runway and gate capacity. By 2010, approximately 104 million
passengers are expected to travel through the Dallas/Fort Worth International
Airport annually, with 90 percent traveling domestic airlines. Air cargo is
forecasted to increase 98 percent from 1992 to 2010.

    Another significant aviation-related development is the emergence of the
418-acre, non-passenger Alliance Airport in north Tarrant County. Constructed
in late-1989, this airport is a result of the collective work and funding of
Ross Perot, Jr., the FAA, and city and state governments. Approximately 480
planes presently operate out of Alliance Airport with runway and taxiway
expansions currently being developed. Alliance operates as an industrial park
servicing large manufacturing companies in the export/transport of their
products. Alliance is home to more than 50 nationally and internationally
recognized companies, 12 of which are on the Fortune 500 list. Companies at
Alliance included on the Fortune 500 are: J.C. Penney Company, AMR Corporation/
American Airlines, Intel Corporation, FedEx, Nokia, Food Lion, Eli Lilly/PCS
Health Systems, Texas Instruments/Excel Logistics North America, James River
Corporation, Burlington Northern Santa Fe, Tech Data Corporation, and CompUSA.
Together, these firms generate annual revenues of more than $106.9 billion, or
from $2.8 billion to $21.4 billion each.



                                     -13-
<PAGE>

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


    Another major development that will have an economic impact on the
Metroplex is the 1,000 acre Texas Motor Speedway, which is located just north
of Alliance Airport in Denton County. Recently completed, the speedway seats
approximately 160,000 people. The speedway is expected to produce 6,200 new
permanent and temporary jobs for the area, and is forecasted to generate more
than $100 million annually in new tourism dollars. According to a University of
North Texas study, the speedway is expected to have an economic impact of $262
million to the local economy.

    Another major airport in northwest Dallas is Love Field; home of Southwest
Airlines. Before the development of D/FW, the primary commercial airport in
Dallas was Love Field. With the construction of D/FW, restrictions were imposed
on passenger service from Love Field with direct flights limited to Texas
cities and adjacent states. These restrictions, resulting from the Wright
amendment (named for the former speaker of the House), have recently been
relaxed. In the future, direct flights from Love Field may be available for
travel as far east as Birmingham, AL and west into Arizona.

    In an effort to improve public ground transportation, the Dallas Area Rapid
Transit (DART) system, comprised of 14 Dallas area communities, was established
in the mid-1980s. This $8.75 billion project will integrate a rail and bus
system to serve the area. Future plans consists of light rail transit, special
lanes for buses, carpools and vanpools, commuter rail service, and expansion of
the bus network. The light rail line is the biggest transportation project in
Dallas' history. The starter line, including a total of 21 stations, stretches
from Park Lane at North Central Expressway through downtown and into Oak Cliff.
The public transit system serving Fort Worth is known as The T.

    Following is a summary of some the more major highway construction projects
which are either planned or underway:

===============================================================================
                     SUMMARY OF AREA HIGHWAY CONSTRUCTION
===============================================================================
         HIGHWAY              SCOPE OF CONSTRUCTION      ESTIMATED COMPLETION
                                                                 DATE
- -------------------------------------------------------------------------------
  US 75 (North Central    Ten-mile reconstruction into     End of the decade
       Expressway)        an eight-lane, super-highway,       (1999-2000)
                          with two-lane exit ramps and
                          emergency shoulders
- -------------------------------------------------------------------------------
    US 75/LBJ Freeway     A four-level interchange with  2003 (Starting 1997)
       Interchange        a fifth level for frontage
                          roads
- -------------------------------------------------------------------------------
    State Highway 190     Twenty-mile highway             Some frontage roads
 Tollway (an outer loop   connecting SH-78 in Garland      and freeway lanes
for the northern suburbs  to IH-35E in Carrollton          are open - (2003)
       of Dallas)
- -------------------------------------------------------------------------------
    State Highway 170     To serve increased traffic      Frontage roads have
                          near the Alliance Airport         been completed.
                          development in Fort Worth and    Remaining work is
                          provide a direct route from    pending area demand.
                          the Alliance Airport to the
                          Dallas/Fort Worth
                          International Airport.
- -------------------------------------------------------------------------------
    State Highway 114     A 14.6 mile project              Phased from July
                          consisting of the widening      through August 1998
                          and reconstruction to varying 
                          widths (extends from Wise County
                          to the Tarrant County line). A 
                          new 7.6 mile section from SH-170
                          to the DFW International Airport 
                          will provide a route from this 
                          airport to Alliance.
- -------------------------------------------------------------------------------
    State Highway 161     A new, five-mile long highway         Unknown
                          to be built from IH-635 to         (Beyond 1999)
                          the intersection of SH-190
                          and IH-35E (presently
                          completed to south of Texas
                          114)
- -------------------------------------------------------------------------------
  Dallas North Tollway    A nine mile extension north           Unknown
                          of SH 121.                         (Beyond 2000)
===============================================================================



                                     -14-
<PAGE>

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

    The Dallas/Fort Worth area is served by four major railway companies:
Southern Pacific; Atchison, Topeka & Santa Fe; Missouri and Kansas (Union
Pacific system); and St. Louis Southwestern. Additionally, numerous commercial
trucking firms provide regional and national overland freight service.
Passenger train service is offered by Amtrak.

    As a result of relatively recent favorable national regulation, any trucker
with interstate authority can begin service in Texas. This decision redefines
interstate shipping to include transporting to a Texas warehouse, then shipping
to a final destination within the state. The rule will, most probably, have a
strong positive effect on Texas as a business location.



                                     -15-
<PAGE>


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

REAL ESTATE MARKETS

    The performance of the local real estate market segments continues to show
strong performances in all sectors. Following is a summary detailing the
existing occupancy levels, rental rate ranges (or monthly rental rates in the
case of the multi-family market), and estimated years' supply for the
commercial and multi-family markets in the Dallas area. Also provided is a
brief comment relative to current trends.

=============================================================================
 OFFICE, RETAIL, INDUSTRIAL, MULTI-FAMILY, AND HOSPITALITY MARKET SUMMARIES

=============================================================================
REAL     OVERALL   LEASE     ESTIMATED                CURRENT
ESTATE   OCCUPANCY RATE      YEARS'                    TREND
MARKET             AVERAGE   SUPPLY
=============================================================================

Office   71.0%-CBD $17.40/SF   N/A   Citywide absorption was 4,713,524
(1st                                 square feet during 1997 which included
Qtr      90.8%-Suburbs               positive absorption of 1,295,378
1998)                                square feet in the Central Business
                                     District. This was the second consecutive
                                     year of positive absorption in the CBD
                                     after several years of negative
                                     absorption. The market in the CBD has
                                     improved substantially with a current
                                     Class A weighted rental rate of $20.15 per
                                     square foot. In terms of office building
                                     sales, activity remains strong with prices
                                     exceeding $150 per square foot on the best
                                     suburban Class A buildings. Both CBD and
                                     suburban sectors have experienced
                                     significant increases in quoted rental
                                     rates. No new construction is planned for
                                     the CBD but 10,000,000 square feet is
                                     under construction in the suburbs.

Retail    87.9%   $11.93/SF 5.8      Dallas and Fort Worth area occupancies
(Year-End         (Ft.      Years    have reached a thirteen year high but
1997)              Worth)            are still below 90 percent with rental
          88.9%                      rates  continuing  to  edge  up  having
                  $13.62/SF 3.7      increased  4.3 percent over the past 12
                  (Dallas)  Years    months.  Absorption  for  1997  totaled
                                     1.6 million square feet matching 1996 but
                                     below the 2.5 to 2.75 million square feet
                                     per year absorbed from 1992 through 1994.
                                     With 1.56 million square feet scheduled
                                     for completion in the first half of 1998
                                     (78% pre-leased), rental rates are
                                     expected to continue to increase with
                                     rates in Dallas expected to increase at a
                                     slightly faster pace than in neighboring
                                     Fort Worth.

Industrial 94.1%  $4.18/SF    N/A    With the addition of 13.9 million
(Year-End         (Warehouse)        square feet of space in 1996 and 8.7
1997)                to              million square feet in 1997,
                  $7.80/SF           occupancies are down 0.7 percentage
                  (Off/              points from 1996 but rental rates
                  Showroom)          continue to climb. The averaged
                                     quoted gross rental rate for warehouse
                                     space increased 5.6 percent while the rate
                                     for office/showroom space increased 18.9
                                     percent from Year End 1996. Leasing
                                     activity (23.8 million square feet) and
                                     absorption (7.1 million square feet)
                                     continued at a strong pace. All but two
                                     submarkets in the Greater Dallas area
                                     experienced positive absorption.
                                     Approximately 4.52 million square feet of
                                     space is currently under construction.
                                     Market sentiment remains slightly cautious
                                     as bulk distribution rental rates have
                                     been increasing at a slower rate and lease
                                     up times have lengthened. Industrial
                                     expansion is expected to continue into
                                     1998 from increasing rental rates and
                                     strong interest from investors.

Multi-Family 94.5% $0.752/SF 2.79    The multi-family market continues to
(Year-End(Dallas) (monthly- Years    perform well; however, market 1997) 
 1997)              Dallas)          participants are guardedly optimistic.
          93.7%               4.24   Currently, there are 15,371 units
         (Ft.     $0.664/SF  Years   under construction in the Dallas area
          Worth)  (monthly-          and 4,395 units in the Fort Worth
                  Ft. Worth)         area. Average rental rates for the
                                     D/FW area posted a 4.8 percent gain
                                     over the past year, with absorption
                                     growth and rate growth being stronger
                                     in the Dallas area. The performance
                                     of selected submarkets varies
                                     considerably  with occupancies ranging
                                     from 79.8 to 97.8 percent and average
                                     rental rates ranging from $0.476 to
                                     $1.078 per square foot (excluding
                                     electricity). Absorption is
                                     forecasted to trail the expected
                                     delivery of new units in 1998.
                                     Whereby, occupancy should weaken
                                     slightly. Overall, the DFW apartment
                                     market has outperformed expectations
                                     with a surge of new completions in
                                     4th quarter 1997.

Hospitality  70.5%   $88.73    N/A   Occupancy levels have increased 0.1
(November           (ADR)            percentage points since 1996 and
1997)                                average daily rates have improved by
                                     6.3 percent in the Dallas/Fort Worth
                                     area since year end  1996. Investors
                                     are optimistic and prices are rising.
                                     Suite and extended stay properties
                                     comprise the majority of new construction.
                                     The 1,825 room Adam's Mark Hotel in
                                     downtown Dallas is scheduled for
                                     completion in the fall of 1998.

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


                                     -16-
<PAGE>

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

    In a similar fashion, we have prepared the following summary which provides
the overall state of the single-family housing market in the Dallas/Fort Worth
area.

===============================================================================
                DETACHED SINGLE-FAMILY HOUSING MARKET SUMMARY
===============================================================================
                             NEW HOME
   ABSORPTION     EXISTING    STARTS                   CURRENT
    IN UNITS       SUPPLY    (UNITS)                   TRENDS
===============================================================================
  Dallas-Fort    Dallas     Dallas     The market is still strong. Less than
  Worth          Area       15,760(3)  a seven-month supply in inventory is
  22,875(1)      6.1        Fort       available. Demand is forecasted to
 (Twelve Months  Months(2)  Worth Area ease further during 1997 in the
  Ending 1996)   Fort       7,115      Dallas/Fort Worth area. Developed lot
                 Worth                 inventory is estimated at 2.9 years
                 Area 5.9              which is the lowest level since the
                 Months                late 1970's
- -------------------------------------------------------------------------------
(1) This represents a 13.0 percent increase over the year ending 1996. 
(2) A six-to-seven-month supply is considered healthy. 
(3) This represents an 18.0 percent increase for the Dallas Area and a 21.0 
    percent increase for the Fort Worth area over (Year-End 1995).
===============================================================================

    New single-family home starts jumped in both the Dallas and Fort Worth
areas during 1996, attaining their highest level since the mid-1980s. Strong
growth and immigration provided impetus for increasing new home output. In
addition, strong increases in sales of existing homes over the past several
years have greatly reduced these inventories, boosting the demand for new
single-family housing.

    With the U.S. and local economies expected to moderate over the next year,
1997 job growth continues to support new home sales. Thus, Dallas area
single-family home starts should ease 8.0 percent to a still strong 14,508
units in 1997. The Fort Worth area should start 6,142 units, a 14.0 percent
decrease from 1996.

CONCLUSIONS

    Having weathered a serious real estate and economic decline in the late
1980s and into the early 1990s, the Dallas/Fort Worth Metroplex is, once again,
in the throes of heightened activity. Forecasts for the CMSA indicate steady
population growth will occur through 2010 (an average annual compound growth
rate in the 1.4 percent range), which translates into approximately 41,398 new
jobs per year (1.85 percent annual compound growth). The employment sectors are
reasonably dispersed while the unemployment level is quite low relative to the
national average. The average annual compounded growth in per capita income has
been almost five percent in recent years, while local inflationary trends are
less than three percent (generally less than the U.S. average). Gross Retail
Sales increased at an average compound growth rate of 8.32 percent (Dallas
County) and 6.09 percent (Tarrant County) per year from 1990 through 1996. The
region continues to draw relocations by major corporations who are attracted by
the area's central location, favorable business environment, and relatively low
cost of living compared to other major metropolitan areas of the country.

    As a compliment to the foregoing positive factors, the D/FW Metroplex is a
strong transportation center with one of the world's largest and busiest
airports (D/FW Regional airport) and a recently emerging industrial airport
(Alliance). A rapid transit system is currently under construction with
significant highway construction projects either planned or underway in
anticipation of future growth.



                                     -17-
<PAGE>

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


    The retail and industrial real estate markets continue to improve with
construction evident in many sectors. Detached single-family housing and
multi-family construction is presently very active although there is concern
that the surge in multifamily construction may weaken that market. The office
market has rebounded nicely. The Dallas Central Business District, which once
had the highest office vacancy levels of any major city in the United States,
is demonstrating significant rate growth and increasing absorption. Overall
investor interest remains strong.

    In summary, the D/FW region is presently experiencing very good economic
growth relative to other parts of the country and is poised for continued
steady growth over the next 15 to 20 years. There is considerable strength in
the real estate market with significant construction underway in most product
types. Further, while not discussed in detail in this section because of its
relatively recent passage, the general consensus is that the North Atlantic
Free Trade Agreement will result in a significant boost to this region by
virtue of emerging ties to Mexico and the promise of a NAFTA administration
office in the City of Dallas. Given the growth projections for North Texas and
the Dallas area over the next decade, the outlook for the Dallas/Ft. Worth
Metroplex is considered to be very promising.



                                     -18-
<PAGE>







                         [GRAPHIC OF NEIGHBORHOOD MAP]









<PAGE>


                                                     CITY/NEIGHBORHOOD ANALYSIS
- -------------------------------------------------------------------------------

    CITY ANALYSIS

    The property is situated in the northeast portion of Tarrant County within
the city limits of Grapevine. Grapevine is a bedroom community of the
Metroplex, located in the north central portion of the Dallas/Fort Worth
metropolitan area. Grapevine is bordered to the north by the cities of Flower
Mound and Lewisville (as well as Grapevine Lake), to the east by the city of
Coppell and the Dallas/Fort Worth International Airport, to the south by the
cities of Colleyville and Euless, and to the west by the cities of Southlake
and Colleyville.

    In the past 27 years, Grapevine has experienced dynamic growth. In fact,
the population increased from 7,049 in 1970 to 35,400 in 1997, which translates
into a 6.2 percent compound annual rate of growth This population growth over
this period of time is attributable to the continued migration to the northern
suburbs of the Metroplex. Earlier growth is partially attributable to the
completion of the Dallas/Fort Worth International Airport in 1973. With this
growth in population, Grapevine, along with the bordering municipalities, has
been the focus of a significant amount of new single family construction over
the past few years. Generally speaking, homes in the area are geared toward
middle to upper income families. Supportive commercial/retail development has
ensued as the population of the area has continued upward.

    As stated, the growth in the area is at least partially attributable to the
completion of the Dallas/Fort Worth (DFW) International Airport. The airport
itself requires a significant number of employees along with all the
businesses/employment (hotels, restaurants, etc.) created to serve the airport.
D/FW Airport, the nation's second busiest, is located between Dallas and Fort
Worth, just south of Grapevine. Situated on 17,800 acres, it is projected that
the airport will have the capability of handling 100 million passengers
annually by the year 2010.

    The general location of the city of Grapevine results in excellent access
to other communities and cities throughout the Dallas/Fort Worth metropolitan
area and the North Texas region by way of the regional freeway system. Major
freeways serving the northern portions of the Dallas/Fort Worth area include
the Interstate Highways 35E, 35W, and 635. Interstate Highway 35 is a major
means of transportation through the center of the U.S., extending from Mexico
to Cananda. In the Metroplex, IH 35 splits into east and west sections with the
IH35W travelling through downtown Fort Worth and IH35E travelling through
downtown Dallas. Interstate Highway 635 serves the area in a mainly east/west
direction, forming a portion of a northern loop around Dallas. Another
important piece of the road infrastructure is the state highway system in place
between Dallas and Fort Worth. State Highway 183 (Airport Freeway) provides
access from the northern suburbs of Fort Worth through the Mid-Cities to
Dallas. State Highways 114 and 121 also extend through the area, providing
additional routes of transportation to D/FW Airport and the various bedroom
communities in Northeast Tarrant and South Denton Counties.

    In summary, Grapevine is located between Dallas and Fort Worth and is part
of a group of municipalities that has experienced tremendous population growth
since 1970. Grapevine is characterized as a bedroom community of the Metroplex
with the existing development being focused on single family residential use
and supportive retail development. The area is served by a strong
infrastructure that includes numerous interstate freeways and state highways.
The area continues to benefit from the proximity of D/FW International Airport
at the southern edge of the city which has resulted in numerous companies
locating between Dallas and Fort Worth. Overall, the outlook for the city is
favorable.



                                     -19-
<PAGE>



                                                     CITY/NEIGHBORHOOD ANALYSIS
- -------------------------------------------------------------------------------

NEIGHBORHOOD

    The subject property resides at the northwest corner of State Highway 121
and State Highway 26; also fronting the east side of Anderson-Gibson Road and
the west side of FM 2499 in the northern extreme of Grapevine. By virtue of its
location, the property has very good access to the regional freeway system.
State Highway 121 traverses the immediate area of the property in a
northeast/southwest direction and intersects several of the aforementioned
major freeways, including Interstate Highway 635 (LBJ Freeway), Interstate
Highway 35E (Stemmons Freeway), State Highway 114 (John Carpenter Freeway) and
State Highway 183 (Airport Freeway). In fact, State Highway 121's intersection
with LBJ Freeway is located just one-half mile south of the site. Furthermore,
State Highway 121 intersects Interstate Highway 35E approximately four to five
miles northeast of the subject in Lewisville.

    In the immediate vicinity of the property, substantial road improvements
have recently been completed. All of these improvements were be completed for
the opening of Grapevine Mills. There are numerous signaled entrances/exits for
Grapevine Mills Mall from State Highway 26 and from Anderson Gibson Road).
Directly in front of the mall between State Highway 26 and Anderson-Gibson
Road, FM 2499 is now called Grapevine Mills Parkway and is six lanes,
median-divided, with two median cuts at the mall entrances. North of
Anderson-Gibson Road, FM 2499 is a four-lane, median-divided roadway. State
Highway 26 is a four-lane, median-divided thoroughfare. Anderson-Gibson Road is
also a four-lane, median-divided road between FM 2499 and State Highway 121,
but it is a six-lane divided roadway immediately to the west of FM 2499,
narrowing to four lanes as it becomes the mall ring road and loops behind the
mall to exit onto State Highway 26.

    The property has very good accessibility due to the presence of the
aforementioned major freeways, coupled with a network of primary and secondary
arterials. Primary access to the property is available via the previously
mentioned highways and major roads. In addition, other significant neighborhood
streets are available and currently providing access to and from the area
include Bethel Road, Royal Lane, Belt Line Road/Gateway Boulevard, and William
D. Tate Avenue.

    In terms of surrounding development, there is limited existing development
in the immediate area of the property at the present time. The other
development in the area is largely tied to the outparcels of the mall itself.
In fact, several recently completed buildings exist with others under
construction as of our date of value. As for completed development, Michael's,
Chick-Fil-A, Discount Tire, and Prima Care have built on mall outparcels. A
Cozy Mel's Restaurant, Embassy Suites Hotel, and a Bass Pro Outlet are
currently under construction in the general area as well. Also of note, several
new industrial properties have been built in the general area of Grapevine
Mills in the past three to five years, including a large distribution center
known as D/FW Trade Center to the north along SH 121.

    Extending outward several miles, development becomes more significant and
is characterized (similar to the city as a whole) as a homogeneous mixture of
residential and developing supportive commercial use. In the general area,
major developments exist such as the aforementioned Dallas/Fort Worth
International Airport (approximately two miles south of the property), a
significant concentration of hotels situated near the airport, and a relatively
large inventory of industrial and office properties. In fact, a short distance
south of the subject is the D/FW Lakes Hilton Executive Conference Center.



                                     -20-
<PAGE>


                                                     CITY/NEIGHBORHOOD ANALYSIS
- -------------------------------------------------------------------------------

    Outside of the subject's immediate area, the most notable retail
development, is located in the Vista Ridge area of Lewisville, which is
approximately four to five miles northeast of the property along Interstate
Highway 35E. The focal point of this area is Vista Ridge Mall, a 1.3 million
square foot regional mall. Over the past several years, a number of other uses
have been developed around the mall including apartments, community and power
retail centers, free-standing retail buildings and hotels. Similar development
has also taken place in other parts of the surrounding area, but primarily
along the major freeways mentioned previously.

    From a retail perspective, the metropolitan area has a substantial
inventory of regional or super-regional malls, power centers, and outlet
centers which have captured an important share of retail spending in the
region. However, the Grapevine Mills development represents a new and different
type of development due to its size and the value-orientation of the anchor and
specialty stores. Its urban location should provide a distinct competitive
advantage over the existing outlet centers in distant locations such as
Gainesville, Terrell, and Hillsboro.

    In summary, the neighborhood in which the subject resides is still in the
growth phase of its economic cycle with an abundant amount of vacant land
available for development. The area population has experienced and is projected
to continue to experience steady population and household growth in the
foreseeable future. Given the strategic location of the subject property's
immediate neighborhood and surrounding area between Dallas and Fort Worth,
coupled with the very positive influence of the Dallas/Fort International
Airport and the positive impact of the subject itself, we believe that the long
term outlook for this area is good. Both residential and commercial growth
should continue at a very rapid pace for the foreseeable future.



                                     -21-
<PAGE>


                                                  VALUE RETAIL MALL CONCEPT
- ------------------------------------------------------------------------------

OVERVIEW

     The subject property is developed with a unique larger than life type of
neo-cityscape concept, incorporating entertainment, nightlife and value-retail
shopping. This concept is a hybrid of the Mills Corporation, including
characteristics from super-regional malls--which include a diverse mix of
retailers which depend on critical mass and market dominance--and factory
outlet centers--value-retail centers which are typically owned and operated by
the manufacturer. Catering both to entertainment-seekers, and to value-oriented
shoppers and retailers, the subject property offers more selection and shopping
conveniences than the typical mall, factory outlet center or power center
format.

     The value-oriented mega-mall concept was originally conceived by The Mills
Corporation, constructing the Potomac Mills mall outside of Washington D.C. The
Mills Corporation is a full-service Washington D.C.-based retail developer with
a portfolio of approximately 10.1 million square feet. The company's concept,
The Mills project, combines anchor and specialty retail stores from all major
categories of value retailers in a fully enclosed super-regional mall setting.
Founded in 1967 as Western Development Corp., the company focuses primarily on
The Mills project concept and operates now as The Mills Corp. which went public
in April 1994. The company also owns and operates 11 community centers.

     A second concept, the "Great Mall" format has been the property concept
developed by Petrie-Dierman-Kughn (PDK), co-developer of The Great Mall of The
Bay Area, a 1.2 million square foot mall in Milpitas, California. Opened in
September 1994, Great Mall of The Bay Area was over 75.0 percent leased after
its first year of operation. The property serves the San Francisco-Oakland
metro area which contains over 6.0 million people.

     PDK initiated the design plan for The Great Mall of The Great Plains which
has been completed by Glimcher Realty Trust. PDK also set out to develop a 1.6
million square foot value-oriented super-regional mall in Phoenix to be called
The Great Mall of Arizona. This month was constructed by a partnership between
The Taubman Co. and Petrie-Dierman-Kughn. This project was in competition with
a project to be developed by The Mills Corp. and Simon Properties, a 1.5
million square foot Mills-style mall just 5.0 miles away in Chandler, Arizona
called Chandler Mills. The two joint-venture groups instead joined forces to
develop Arizona Mills in similar fashion to other Mills projects on the Taubman
site.

     Glimcher Realty Trust is now developing value retail malls in New Jersey
and expects to follow in Los Angeles, having acquired a controlling interest in
both projects, each known as The Metro Mall.

     Another developer, Hapsmith Development Corporation, opened The Great Mall
of The Northwest located outside of Seattle, Washington in 1995. This 1.2
million square foot project serves a population base of over 2.2 million people
in the Seattle-Tacoma market.



                                     -22-
<PAGE>


                                                  VALUE RETAIL MALL CONCEPT
- ------------------------------------------------------------------------------

     The typical Mills project ranges in size from 1.2 to 1.9 million square
feet of total GLA. In aggregate, the seven existing Mills properties, including
the two newest Mills developments - Arizona Mills and Grapevine Mills which
opened in Fall 1997, contain about 10,600,000 square feet, with approximately
1,300 anchor and specialty stores. The mall portfolio can be roughly allocated
as 61 percent anchor/major tenants and 39 percent specialty stores. In 1996,
the overall occupancy was 95.0 percent described as 98.0 percent among the
majors and 91.0 percent among all specialty shops, exclusive of Ontario Mills
which was in lease-up and the two newly opened developments. On average, majors
generated sales of $218 per square foot and mall shops were $307 per square
foot. The top performer was Sawgrass Mills with specialty shop sales of $407
per square foot. The Mills projects are typically comprised of a mix of
off-price, outlet, big box, specialty, and value-oriented stores. Collectively,
they are referred to as value retail centers.

     The grand opening of Ontario Mills, located about 40 miles northeast of
the subject City Mills at Orange site in Ontario, San Bernardino County,
California, was November 14, 1996. The center had an overall occupancy at
opening of 93.0 percent and an overall average rent of $12.00-$15.00 per square
foot per year. Mall shop rents average about $22.00-$23.00 per square foot per
year. The 1997 gross sales, based on year-to-date sales through October, are
estimated at almost $310.0 million, or $248 per square foot, including shops
and anchors. Specialty shops alone are projected to generate a first year sales
volume of $342 per square foot, and anchors/majors sales are projected to be
about $193 per square foot.

     The two newest Mills projects opened in Fall 1997. Arizona Mills broke
ground on August 1, 1996 in Tempe, Arizona (Phoenix/Mesa). The grand opening
was November 1997, and the 1.2 million square foot project opened with an
overall occupancy of 93.0 percent. Grapevine Mills broke ground on July 10,
1996 in Grapevine, Texas (Dallas/Fort Worth). The center contains 1.5 million
square feet and opened in October 1997 at 82.0 percent occupancy overall, with
specialty shop occupancy of 83.0 percent.

     The newest development, City Mills at Orange, broke ground in late Summer
1997. The grand opening is planned for November 1998 for this 811,909 square
foot entertainment oriented project. Opening occupancy is currently budgeted by
the Mills Corporation at 76.3 percent overall, with 75 percent occupancy at
opening for the specialty shop space alone. Average occupancy during the first
year is projected by Mills at 71.0 percent. These are reported to be
conservative estimates for budgeting purposes

     Other Mills developments in the pipeline include: Candlestick Mills (San
Francisco, CA), Concord Mills (Charlotte, NC), Katy Mills (Houston, TX),
Meadowlands Mills (NY/Northern NJ) and Opry Mills (Nashville, TN).

VALUE RETAIL CONCEPT

     The value retail projects are comprised of a mix of off-price and outlet
store formats. Collectively, they are referred to as value retail centers.
Value retail is generally segmented into seven merchandising categories:
Manufacturer Factory Outlets, Department Store Outlets, Specialty Retail Store
Outlets, Super Savings Stores, Off-Price Retailers, Catalog Outlets, and
Category Dominant Stores. The following is a brief overview of each category:



                                     -23-
<PAGE>

                                                  VALUE RETAIL MALL CONCEPT
- ------------------------------------------------------------------------------

     MANUFACTURER FACTORY OUTLETS are owned and operated by manufacturers. They
     sell merchandise directly to the consumer, eliminating mark-ups of the
     traditional distribution channels. These stores feature the same designer
     names and a major selection from each line. Manufacturer outlets in The
     Mills include Calvin Klein, Carter's, London Fog, and Jockey.

     DEPARTMENT STORE OUTLETS are operated by nationally or regionally
     recognized department store chains traditionally found in regional malls.
     They stock both excess inventory and out-of-season merchandise. Their
     considerable buying strength allows them to purchase excess merchandise
     directly from manufacturers, passing the savings onto the consumer in an
     outlet store format. Department store outlets in The Mills constitute both
     anchor and major stores and include such tenants as The Clearinghouse by
     Saks Fifth Avenue, Neiman Marcus Last Call, and Nordstrom Rack.

     SPECIALTY RETAIL STORE OUTLETS are operated by nationally or regionally
     known specialty retail chains traditionally found in regional malls. These
     stores are the outlets for excess inventory and out-of-season merchandise
     of such specialty retailers as Ann Taylor, Benetton, and Nine West.

     SUPER SAVINGS STORES offer a wide variety of branded merchandise typically
     sold at moderate-level price points by adding branded goods in more
     expanded formats than traditional off-price retailers. This merchandise is
     excess inventory from manufacturers of the brand-name goods. Super savings
     stores in The Mills projects include expanded formats of Burlington Coat
     Factory, Syms, and T.J. Maxx.

     OFF-PRICE RETAILERS buy excess inventory from manufacturers of brand-name
     goods and offer these goods at mid- to higher-level price points.
     Off-price retailers in The Mills include Clothestime, Payless ShoeSource,
     and Dress Barn.

     CATALOG OUTLETS are operated by nationally and regionally recognized
     catalogers which sell at substantial discounts averaging 50.0 percent
     below full-retail prices. The merchandise sold by these outlets consists
     primarily of end-of-season or previous-season warehoused goods. Catalog
     outlets in The Mills are represented by such tenants as ChildCraft,
     JCPenney Catalog Outlet, and Spiegel Outlet.

     CATEGORY DOMINANT STORES offer a dominant selection of products in a
     defined merchandise category in great depth of inventory. The extensive
     selection of merchandise in one location is the key to the success of a
     category dominant store. Discounts from full-price retail are short-term
     and item-specific, creating a sense of immediacy for the purchase.
     Category dominant stores in The Mills include IKEA, Bed Bath & Beyond,
     Just For Feet and The Sports Authority.

     The Mills Corporation has provided us with a tenant mix profile of each of
several of their existing projects. As of April 1, 1996, the tenant
breakdown/merchandising mix at The Mills properties was:



                                     -24-
<PAGE>


                                                  VALUE RETAIL MALL CONCEPT
- ------------------------------------------------------------------------------


    ==========================================================================
                                MILLS TENANT MIX
    ==========================================================================
                     POTOMAC    FRANKLIN    SAWGRASS     GURNEE     ONTARIO
       CATEGORY       MILLS       MILLS       MILLS       MILLS      MILLS
    ==========================================================================
    Manufacturers:         35%         23%         32%         34%        46%
    --------------------------------------------------------------------------
    Retail Outlets:        25%         32%         14%         33%        29%
    --------------------------------------------------------------------------
    Value/Off-Price:       26%         33%         46%         25%         6%
    --------------------------------------------------------------------------
    Food:                   6%          8%          1%          4%         4%
    --------------------------------------------------------------------------
    Service:                6%          3%          7%          2%         1%
    --------------------------------------------------------------------------
    Catalogs:               1%          1%          0%          2%         0%
    --------------------------------------------------------------------------
    Other:                 n/a         n/a         n/a         n/a        14%
    --------------------------------------------------------------------------
    Total:                100%        100%        100%        100%       100%
    ==========================================================================
    Source: The Mills Corporation
    ==========================================================================

COMPETITIVE ADVANTAGES

     Based in part from data provided by the Urban Land Institute, as well as
our analysis of The Mills project concept, The Mills principal competitive
advantages and distinctions of the value retail center can be summarized as
follows:

     VALUE RETAIL FOCUS -- Each Mills property is tenanted almost exclusively
     by value retailers offering a broad selection of brand-name and other
     quality merchandise. Each Mills offers significant discounts from prices
     charged by the traditional department and specialty store tenants of
     conventional super-regional malls.

     SIZE -- The Mills average size is approximately two-thirds larger than a
     conventional super-regional mall, ranging from approximately 1.5 to 1.8
     million square feet of gross leasable area. Conventional super-regional
     malls average about 972,000 square feet of total occupancy area.

     MARKET AREA -- The Mills typically serve a primary market area of
     approximately 40 miles, with a secondary market area of up to 100 miles
     from the center. Conventional super-regional malls typically serve a
     primary market of 12 miles, with secondary markets of 20 miles.

     NUMBER & SIZE OF ANCHOR/MAJOR STORES -- Each Mills project contains
     between 14 and 19 anchor/major stores ranging in size from 20,000 to
     156,000 square feet. The typical super-regional mall includes at least 3
     full-line department stores of generally not less than 100,000 square feet
     per store.

     SIZE OF SPECIALTY STORES -- Specialty store tenants at The Mills, on
     average, occupy approximately 3,100 square feet of GLA each, this compared
     to about 1,875 square feet per store at conventional super-regional malls.
     This larger store area allows specialty stores to sell a broader selection
     of merchandise at a lower cost per square foot, thereby producing higher
     unit volumes with virtually no increase in occupancy cost per unit as
     compared to a typical mall location.



                                     -25-
<PAGE>


                                                  VALUE RETAIL MALL CONCEPT
- ------------------------------------------------------------------------------

     EFFICIENT AND FLEXIBLE DESIGN -- Approximately 78.0 percent of the total
     area of each Mills property is "leasable", this compared to an average of
     63.0 percent for conventional super-regional malls. This design results in
     comparatively lower common area maintenance costs at The Mills projects
     due to the smaller sized common area. In addition, the single-story design
     and physical structure of The Mills projects afford greater flexibility in
     making configuration changes and expansions than the typical multi-level
     mall.

     The popularity and success of super-regional value retail malls is founded
on characteristics and trends which include:

     VALUE-ORIENTED RETAIL is one of the fastest growing segments in the
     industry today, drawing not only from lower- and middle-income consumers,
     but also from middle- to upper- socioeconomic groups.

     ENTERTAINMENT and attractive decoration is typically incorporated into the
     design, adding to the shopping experience, improving the attraction, and
     increasing the visitors time spent shopping. Such features may include
     theaters, active food courts, specialty theme courts, video and/or
     interactive systems, and lighted billboards.

     LOCATIONS are much closer to major metropolitan areas than the typical
     factory outlet center. Factory outlet centers are typically 60 to 80 miles
     from major markets so as not to compete with their own product carried by
     retailers at more traditional centers.

     DESTINATION SHOPPING is the goal of retailers at value-oriented centers,
     citing a few big trips from shoppers each year. The typical shopper will
     stay 3 to 5 hours instead of the typical 1 to 2 hour visit at traditional
     malls. Bus service helps facilitate this promotional concept.

     TRADE AREAS can stretch up to 100 miles in radius from the center. This
     enables retailers to efficiently reach a broad mass of shoppers.

     RENTAL RATES are approximately two-thirds of the typical rent paid at
     traditional regional malls. Minimum rents tend to by more in-line with
     factory outlet centers, although common area costs are usually higher.
     Sales, however, tend to be 20.0 to 25.0 percent higher than the
     traditional mall. Lower rents and higher sales volumes help to create the
     proper environment for value-priced merchandising.



                                     -26-
<PAGE>


                                                  VALUE RETAIL MALL CONCEPT
- ------------------------------------------------------------------------------


TOURISM DRAW

     Each Mills project has a significant tourism/visitor program which
promotes The Mills in the travel industry both nationally and internationally,
thereby making The Mills a well-recognized tourist attraction. As a result, The
Mills have become destination shopping points, attracting, on average, over
13,000 bus tours and hundreds of thousands of tourists each year. Potomac
Mills, the first Mills project, is reportedly the top tourist attraction in the
Washington D.C. area and, as reported by The Washington Post on September 8,
1991, is the top rated tourist attraction in the State of Virginia. This
property reportedly draws more than 25.0 million visitors each year. Based on
data compiled by the City of Sunrise, Florida in 1992, Sawgrass Mills draws
more visitors than any other tourist attraction in the State of Florida except
for Walt Disney World in Orlando. According to the Philadelphia Scarborough
Report commissioned by The Philadelphia Inquirer, Franklin Mills has been the
number one shopping center destination in the greater Delaware Valley since its
opening. Based on data supplied by the State of Illinois, Gurnee Mills (with
approximately 13.0 million visitors each year) draws more visitors than the top
three Illinois tourist attractions combined.

PROPERTY PROFILES

     To better understand the performance of The Mills projects, we have
included a brief overview of each of the existing properties. After the
summaries, we have included a review of the sales performance at each of the
centers. The chart on the ACCOMPANYING PAGE summarizes various characteristics
of each property. It is noted that we have analyzed each property's trade area
based upon a 40.0-mile radius.

POTOMAC MILLS

     Potomac Mills is located at Exit 156 off of Interstate 95 in Woodbridge,
Virginia, a suburb of Washington, D.C. Potomac contains 1,639,000+/- square
feet of total GLA and features five anchors, several major tenants, and over
200+/- value-oriented and specialty retailers. It has been built in three
phases between 1985 and 1993. An allocation of the GLA is shown on the
following chart.

============================================================
   COMPONENT  # OF UNITS    GLA (SF)    RATIO     OCCUPANCY
- ------------------------------------------------------------
Anchors             17    1,005,942     61.4%       100%
- ------------------------------------------------------------
Specialty          212      632,921     38.6%        93%
Stores
- ------------------------------------------------------------
Total              229    1,638,863    100.0%        97%
============================================================


     Major tenants at Potomac include Burlington Coat Factory, Saks Off Fifth,
IKEA, JCPenney Outlet Store, Marshalls, Nordstrom Rack, Spiegel Outlet Store,
The Sports Authority, and Waccamaw Pottery. Anchor rents average about $6.76
per square foot, while mall shops average $25.32 per foot. The overall average
rent is approximately $14.00 per square foot.



                                     -27-
<PAGE>

                                                  VALUE RETAIL MALL CONCEPT
- ------------------------------------------------------------------------------

     Potomac Mills generated total sales of $356.2 million, equivalent to $223
per square foot on an average occupied area basis. Mall shops report average
sales of $289 per square foot, while anchors are $185 per foot. The 40.0-mile
radius around the property shows a total population of 4.2 million which ranks
third among the portfolio. Average household income levels are the highest of
the group, with growth potential expected to rank better than the portfolio
mean. We would note that Potomac Mills has an excellent tourist draw. The
company is planning to add an entertainment zone in late 1997/early 1998
bringing in a major theater chain and several themed restaurants.

     Based upon aggregate sales of $356.2 million, we have calculated that
Potomac captures approximately 1.61 percent of potential retail sales within a
40.0-mile radius of the property. Due to the urban nature of the Washington
D.C. market, we might consider a slightly smaller radius for Potomac Mills when
compared to, say, Sawgrass Mills. If we were to utilize a 30.0-mile radius, the
capture rate for Potomac would be about 2.04 percent.

FRANKLIN MILLS

     Franklin Mills is located off of Interstate 95 at the intersection of
Woodhaven and Knights Road in Philadelphia, Pennsylvania. Franklin Mills
contains a total of 1,762,000+/- square feet with 18 anchor and major tenants
and over 200+/- value-oriented and specialty retailers. The mall opened in
1989. An allocation of the GLA is shown on the following chart.

============================================================
   COMPONENT  # OF UNITS    GLA (SF)    RATIO     OCCUPANCY
- ------------------------------------------------------------
Anchors             18    1,155,303     65.6%       100%
- ------------------------------------------------------------
Specialty          207      606,923     34.4%        83%
Stores
- ------------------------------------------------------------
Total              225    1,762,226    100.0%        93%
============================================================


     Major tenants include Burlington Coat Factory, Bed Bath & Beyond, Saks Off
Fifth, Filene's Basement, Last Call from Neiman Marcus, Marshalls, Nordstrom
Rack, and JCPenny Outlet. Anchor store rents average about $5.67 per square
foot, with mall shops producing an average rent of $22.16. The overall average
rent is calculated to be $11.40 per square foot.

     The company has been remerchandising Franklin Mills by bringing in several
higher end outlets including Tommy Hilfiger, Brooks Brothers, Nautica, Talbot
and Polo. In addition, an 18 screen General Cinema is being added.

     Franklin Mills has the most populated radius of The Mills properties at
6.1 million, and ranks third for average household income ($65,107). Yet
despite the higher expenditure potential within the 40.0-mile radius, Franklin
only ranks third for aggregate and average sales. The center generated total
sales of approximately $338.2 million, equivalent to $204 per square foot on an
average occupied basis. Mall shops here do roughly $254 per square foot in
sales, while anchors do $182 per foot. Franklin Mills has the lowest growth
projections over the next five years.



                                     -28-
<PAGE>

                                                  VALUE RETAIL MALL CONCEPT
- ------------------------------------------------------------------------------

     Utilizing the reported aggregate sales of $338.2 million, Franklin
captures approximately 1.18 percent of potential sales within the 40.0-mile
radius. Similar to Potomac Mills, Franklin's market is characterized as being
more urban in nature. Looking toward a 30.0-mile radius, the capture ratio
would be 1.52 percent.

SAWGRASS MILLS

     Sawgrass Mills was constructed in late-1990 in Sunrise, Florida,
approximately 11.0 miles west of Ft. Lauderdale and a 30.0 minute drive north
of Miami. In November, 1995 the company completed the Phase II expansion which
added 136,000 per square feet which opened at 100 percent occupancy. In the
third quarter of 1998, the company expects to open Phase III (270,000 square
feet) in concert with the opening of the new Florida Panthers Sports Arena
across the Ring Road. Included in the expansion is an entertainment zone
anchored by a 30 screen Cobb Theater. The 1,878,000+/- square foot center has
21 anchor/major tenants and 235+/- value-oriented and specialty retailers.

============================================================
 COMPONENT    # OF UNITS    GLA (SF)    RATIO     OCCUPANCY
- ------------------------------------------------------------
Anchors             21    1,193,683     63.5%        98%
- ------------------------------------------------------------
Specialty          235      684,726     36.5%        97%
Stores
- ------------------------------------------------------------
Total              256    1,878,409    100.0%        97%
============================================================


     Sawgrass Mills is by far the most productive of The Mills properties.
Anchored by Burlington Coat, JCPenney Outlet, Marshalls, Target, Brandsmart,
Spiegel, Bed Bath & Beyond, and Waccamaw, the center reports aggregate sales of
$655.2 million ($357/SF). Mall shops show average sales of $407 per square
foot, with anchors at $329.

     Anchor tenant rents average $8.03 per square foot, while mall shops
average $27.90. The overall average rent for the center is reported to be
$16.55 per square foot.

     Sawgrass has a very good tourism-base for customer draw, with a 40.0-mile
radius population of nearly 4.1 million. Average household income levels are
fourth among The Mills portfolio at $57,129. Based upon aggregate sales of
$655.2 million, it appears that Sawgrass captures approximately 3.23 percent of
potential retail sales within its 40.0-mile radius. Sawgrass is considered to
be more likely to draw from a larger area when compared to the other more urban
properties.

GURNEE MILLS

     Gurnee Mills is located at the intersection of Interstate 94 and Route 132
in Lake County, Illinois, midway between Chicago and Milwaukee, Wisconsin.
Gurnee Mills opened in August 1991. It contains 1,468,000+/- square feet with
14 anchors and 200+/- specialty shops. The company is in the midst of upgrading
and enhancing the tenant mix. A 150,000 per square foot expansion includes a
125,000 per square foot Bass Pro Shops Outdoor World. By 1998, two additional
anchors are expected to be added. Recent leases have also been signed with
Rainforest Cafe and Planet Hollywood.



                                     -29-
<PAGE>

                                                  VALUE RETAIL MALL CONCEPT
- ------------------------------------------------------------------------------

============================================================
 COMPONENT    # OF UNITS   GLA (SF)    RATIO     OCCUPANCY
- ------------------------------------------------------------
Anchors             18      827,872     56.4%        94%
- ------------------------------------------------------------
Specialty          204      639,742     43.6%        91%
Stores
- ------------------------------------------------------------
Total              218    1,467,614    100.0%        93%
============================================================


     Gurnee Mills is the most densely populated 40-mile radius of The Mills
projects surveyed, with over 5.2 million. Average household income levels rank
second in the portfolio at $68,864. Sales levels, however, are generally the
lowest of the properties aggregated sales were 194 per square foot occupied
area basis. Mall shops average about $252 per square foot, while anchors
average $151 per foot.

     The overall average rental rate at Gurnee is approximately $13.62 per
square foot, with mall shops averaging $20.50 and anchors averaging $6.78 per
square foot.

     Gurnee captures an estimated 1.05 percent of potential retail sales within
its 40.0-mile radius. Much like Potomac and Franklin, it would appear that this
low ratio is due primarily to the fact Gurnee's trade area might not extend out
toward a 40.0-mile radius because of the urban nature of the Chicago region. If
we were to compare its capture rate to retail sales within a 30.0-mile radius,
the ratio would be 2.16 percent.

ONTARIO MILLS

     Ontario Mills, the company's fifth project, opened its doors in November
1996, with a total GLA of about 1.7+/- million square feet and 19 anchor
stores, 13 of which were leased at opening. The project has a "Racetrack"
design and an entertainment component that is a new concept for Mills. The
property opened with an overall occupancy of 93.0 percent and an average rental
rate of $15.50 per square foot per year for all tenants. Mall shop rents
average about $23.00 per square foot and opened at an 87.0 percent occupancy
level. Anchor stores show average rental rates ranging from $5.00 to $18.00 per
square foot, with an overall average of $9.68. The $190.0 million project
created some 2,500 construction jobs and another 5,000 permanent jobs at
completion. The project attracted 4.0 million visitors in its first 45 days. A
400,000 square foot entertainment wing opened in summer 1997, including
American Wilderness Experience, Sega Game Works, IWERKS, and Dave Busters. The
1997 projected sales are estimated at $248 per square foot overall, with
specialty shops generating sales of $342 per square foot.

SALES PERFORMANCE

     As noted, The Mills projects (excluding Ontario Mills) reflect major store
sales of $218 per square foot on average, with specialty mall shops reporting
sales of $307 per foot. The following chart summarizes the performance of each
property for calendar year 1996.



                                     -30-
<PAGE>

                                                  VALUE RETAIL MALL CONCEPT
- ------------------------------------------------------------------------------

===============================================================================
               MILLS PROPERTY SALES PERFORMANCE - 1996 RESULTS*
===============================================================================
             POTOMAC MILLS    FRANKLIN MILLS   SAWGRASS MILLS   GURNEE MILLS
            ---------------------------------------------------================
              SALES   PER SF   SALES   PER SF   SALES    PER     SALES   PER
              (000)            (000)            (000)     SF     (000)    SF
===============================================================================
Specialty
Shops        $170,110   $289  $127,952   $254   $270,323  $407  $146,706  $252
- -------------------------------------------------------------------------------
Anchors/
Majors*      $186,099   $185  $210,265   $182   $384,867  $329  $117,508  $151
- -------------------------------------------------------------------------------
Total
Sales        $356,209   $223  $338,217   $204   $655,190  $357  $264,214  $194
- -------------------------------------------------------------------------------
Shop Sales
Ratio           47.8%     --     37.8%     --      41.3%    --     55.5%    --
- -------------------------------------------------------------------------------
Shop GLA
Ratio           38.6%     --     34.4%     --      36.5%    --     43.6%    --
===============================================================================
* Includes Entertainment Shops. Unit rates are adjusted for average occupied
area.
===============================================================================


     From the above, we see that Sawgrass Mills is by far the most productive
of The Mills projects with aggregate sales of $655.2 million ($357 per square
foot overall). Specialty shop sales were $270.3 million, or $407 per square
foot. Anchor store sales were about $329 per square foot. As can be seen,
specialty tenants accounted for 41.3 percent of total sales.

     Potomac Mills is the second most productive property with sales of $356.2
million ($223 per square foot overall). Specialty shops accounted for
approximately 48.0 percent of sales at $308 per square foot, while anchors and
majors had sales of $185 per foot.

     At Franklin Mills and Gurnee Mills, total sales averaged $204 and $194 per
square foot, respectively. Specialty tenants had sales of $254 and $252 per
square foot, while anchors had sales of $182 and $151 per square foot for
Franklin and Gurnee, respectively.

     On an overall basis, exclusive of Ontario Mills which was newly opened
last year, the majors generated sales equal to $218 per square foot, while
specialty tenants had sales of $307 per square foot.

     Ontario Mills 1997 projected sales, based on year-to-date actual sales
through October 1997, are approximately $310.0 million, or $248 per square
foot, while specialty tenants had sales of $342 per square foot, exceeding the
Mills averages noted above.

RENT ATTAINMENT LEVELS

     The Mills projects have shown their ability to increase effective rents
over the last five years. Effective rents are defined as minimum and percentage
rents divided by the average occupancy within each center.



                                     -31-
<PAGE>

                                                  VALUE RETAIL MALL CONCEPT
- ------------------------------------------------------------------------------

==============================================================================
                    AVERAGE ANNUAL EFFECTIVE RENT PER SF*
==============================================================================
              POTOMAC MILLS  FRANKLIN MILLS  SAWGRASS MILLS    GURNEE MILLS
- ------------------------------------------------------------------------------
1992             $12.00          $12.92          $14.70           $13.76
- ------------------------------------------------------------------------------
1993             $11.99          $12.59          $15.69           $13.86
- ------------------------------------------------------------------------------
1994             $13.00          $11.64          $14.54           $12.83
- ------------------------------------------------------------------------------
1995             $13.30          $11.33          $15.66           $12.89
- ------------------------------------------------------------------------------
1996             $14.00          $11.40          $16.55           $13.62
==============================================================================
* Average for all space.

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

     A further allocation of the overall average rent attainment levels can be
made between anchor and specialty tenants as shown below.

==============================================================================
                         EFFECTIVE RENT ALLOCATIONS
==============================================================================
        POTOMAC MILLS    FRANKLIN MILLS    SAWGRASS MILLS     GURNEE MILLS
      ------------------------------------------------------------------------
      ANCHOR  SPECIALTY ANCHOR  SPECIALTY ANCHOR  SPECIALTY ANCHOR  SPECIALTY
==============================================================================
1994   $6.47   $22.17    $5.78   $21.54   $7.56    $24.83    $6.48   $10.71
- ------------------------------------------------------------------------------
1995   $6.57   $23.14    $5.69   $21.29   $7.68    $27.58    $6.36   $20.08
- ------------------------------------------------------------------------------
1996   $6.76   $25.32    $5.67   $22.16   $8.03    $27.90    $6.78   $20.56
==============================================================================


     As expected, Sawgrass Mills, the most productive project, generates the
highest effective rents. With specialty shop rents of $27.90 per square foot
and sales of $407 per square foot, a effective rent/sales ratio of 6.9 percent
is indicated. The following chart presents a summary of effective rent-to-sales
ratios at Mills properties.

========================================
     EFFECTIVE RENT-TO-SALES RATIO
========================================
Sawgrass Mills              6.9%
- ----------------------------------------
Potomac Mills               8.8%
- ----------------------------------------
Franklin Mills              8.7%
- ----------------------------------------
Gurnee Mills                8.1%
========================================


     Ontario Mills has an average rental rate of about $15.50 per square foot
for all tenants. Mall shop rents average about $23.00 per square foot. Anchor
stores show average rental rates ranging from $5.00 to $18.00 per square foot,
with an anchor average of $9.68 per square foot. Based on the average rent at
$15.50 and sales of $248 per square foot, the first year rent-to-sales ratio at
Ontario Mills equals 6.25 percent, which is lower than any of the other Mills
developments shown above.

PROPOSED/RECENTLY DEVELOPED

     As noted, several new Mills projects are currently underway. Each of these
new projects are being developed as a newly formed joint venture with Simon
Property Group and Kan Am. An affiliation was also formed with Taubman Realty
Group and Grossman Company Properties on the recently developed Arizona Mills.



                                     -32-
<PAGE>

                                                  VALUE RETAIL MALL CONCEPT
- ------------------------------------------------------------------------------

     CITY MILLS AT ORANGE (subject) is an open air, festival/entertainment
     center in the Los Angeles/Orange County area. City Mills at Orange
     comprises an approximate 74 acre site at the intersection of the Santa Ana
     Freeway (I-5) and the Garden Grove Freeway in Orange California only four
     miles from Disneyland. The 811,909 square foot open air center will
     feature a 30-screen AMC Theater included in over 330,000 square feet of
     entertainment and dining facilities. The approximate $187 million project
     is expected to be completed in November 1998.

     GRAPEVINE MILLS, which opened in October 1997, is a 1,500,001+/- square
     foot project, with 593,120+/- square feet of specialty shops and food
     court. Anchors include Off Fifth-Saks Fifth Avenue, Burlington Coat, Bed
     Bath & Beyond, Group USA, Rain Forest Cafe, and 16 other major tenants.
     Rental rates for mall shops range from $15.00 to $45.00 per square foot,
     with an overall average of about $23.00. Anchor leases range from
     $5.50-$20.00 per square foot, with an average of $12.75. The total project
     budget is $203.0 million and was 55.0 percent pre-leased as of February
     1997. Upon opening in October 1997, the project was 82.0 percent occupied,
     with specialty store occupancy at 83.0 percent.

     ARIZONA MILLS opened November 20, 1997 at one of Phoenix's most heavily
     trafficked intersections. The site is highly visible from both Interstate
     10 and Superstition Freeway. The center includes 1.2+/- million square
     feet and has 17 anchor/major tenants. The average mall shop rent is
     budgeted at $23.90 per square foot, and existing leases, accounting for 89
     percent of the mall shop GLA, are on track at $23.83 per square foot on
     average. Anchor leases are budgeted to average $10.74 per square foot,
     with executed leases (96 percent of the anchor GLA has executed leases)
     currently averaging $10.66 per foot. Anchor leases under negotiation are
     showing an average rental rate of $12.80 per square foot. Anchor tenants
     include JCPenney Outlet, IMAX, Sega, and Off Rodeo which have
     substantially higher rental rates due to merchandising/sales potential.
     All combined, the overall average budgeted rent for Arizona is
     approximately $16.36 per foot, with executed leases at 93.0 occupancy
     averaging $16.04 per square foot. Total sales at Arizona Mills are
     forecasted to be over $300.0 million, with malls shops performing over
     $300 per foot and anchors over $250 per foot. The property's 40.0-mile
     radius is generally smaller than the other Mills projects. For 1996, a
     total population of 2.5 million is estimated. Average household income is
     $49,454, lower than the existing properties. Growth potential for Arizona
     Mills, however, is considerably better than the existing Mills projects,
     with population growth forecasted to be nearly 2.0 percent per year and
     income growth 5.5 percent per year. The $183.0 million project was 62.0
     percent pre-leased as of February 1997, and was 93.0 percent occupied at
     opening.



                                     -33-
<PAGE>


                                                  VALUE RETAIL MALL CONCEPT
- ------------------------------------------------------------------------------

     Planned developments include:

                                                               PROJECTED
     NAME              LOCATION           GLA                  OPENING
     ----              --------           ---                  ---------
     Katy Mills        Houston, TX        1.6 million             1999
     Meadowlands Mills NY/Northern NJ     2.1 million             1999
     Concord Mills     Concord, NC        1.2 to 1.8 million      2000
     Opry Mills        Nashville, TN      1.2 to 1.8 million      2000
     Candlestick Mills San Francisco, CA  1.2 to 1.8 million      2000
     Un-named          North Aurora, IL   1.2 to 1.8 million      2001

OTHER MILLS-TYPE PROJECTS

     GREAT MALL OF THE GREAT PLAINS

     Glimcher Realty Trust recently (8/97) opened their first value oriented
mega-mall in Olathe Kansas, a suburb of Kansas City. The property has good
regional accessibility and is highly visible from both Interstate 35 and
Highway K-7/169. The center totals some 842,000+/- square feet and has 11
anchor/major tenants.

====================================================
     COMPONENT           GLA          ALLOCATION
====================================================
Anchors                    281,399            33.4%
- ----------------------------------------------------
Majors                     166,472            19.8%
- ----------------------------------------------------
Specialty Stores           394,206            46.8%
- ----------------------------------------------------
Non-Owned                        0               --
- ----------------------------------------------------
Total                      842,077           100.0%
====================================================


     Mall shop leases in-place average about $18.50 per foot. Anchor leases
average $9.67 per foot. The market (40.0-mile radius) is smaller than the other
Mills-type projects. For 1996, a total population of 1.7 million is estimated.
Average household income is $56,971, lower than all existing properties, but
comparable to Sawgrass Mills. Growth potential for Great Plains, however, is
generally better than the existing Mills projects on average, with population
growth forecasted to be nearly 1.0 percent per year and income growth 6.1
percent per year.

     GREAT MALL OF THE GREAT NORTHWEST

     Great Mall of The Great Northwest was opened in 1995 in the Seattle/Tacoma
MSA, at Highway 167 and Highway 18, with average accessibility to Interstate 5.
The 962,000 square foot project is anchored by 8 anchor stores and has reported
troubles in leasing-up in-line specialty tenant space.

     Mall shop leases average about $20.17 per foot, while anchor leases
average $11.16 per foot. The market (40.0-mile radius) is somewhat smaller than
the other Mills-type projects. For 1996, a total population of 2.9 million is
estimated. Average household income is $64,652, which ranks fairly well against
other Mills-type projects. Growth potential for Great Northwest, is generally
better than the existing Mills projects on average, with population growth
forecasted to be nearly 1.4 percent per year and income growth 6.2 percent per
year. With estimated total sales of $148.1 million, the property captures
approximately 0.93 percent of sales within its 40.0-mile radius.



                                     -34-
<PAGE>

                                                  VALUE RETAIL MALL CONCEPT
- ------------------------------------------------------------------------------

     OTHER

     Other similar projects which are currently under construction or are
planned include Great Lakes Crossing, a 1.6+/- million square foot value-retail
and entertainment center being developed by The Taubman Realty Group in Auburn
Hills, Michigan and the Dolphin Mall, a 1.4+/- million square foot value center
in Dade County being developed by Michael Swerdlow Companies.

SALES CAPTURE RATIOS

     From the comparison to other Mills-type projects, we see that these
properties capture between 0.9 to 3.2 percent of retail sales within their
respective 40.0-mile radii. This type of comparison is difficult due to the
widely divergent markets these properties are located in. However, the analysis
provides a basis for comparison to what the subject property could reasonably
expect to achieve within its market.

     As discussed, we believe that the more urban of the Mills projects likely
have smaller radii than 40.0 miles, while the other properties might have
larger market areas. This is due primarily to the shopping patterns, vis-a-vis
transportation and access, as well as competing property types and alternative
retail facilities in the varying markets.

     The subject area has a myriad of retail alternatives from which to choose.
In addition, certain physical/geographic boundaries which influence travel time
will impact the degree of patronage from certain areas, including some of the
Inland Empire Cities such as Riverside and Ontario, which would opt for the
closeby Ontario Mills project, and areas generally north of Interstate 10 in
Los Angeles, which would tend to travel north and west to other
entertainment/shopping alternatives. The developed areas of North San Diego
County and the cities in the southern reaches of Orange County will likely opt
for the closer located Irvine Entertainment Center, under expansion and located
along Interstate 5 about 14 miles southeast of the subject. We believe the
subject will be capable of capturing retail sales toward the upper end of the
ratio range presented by other Mills-type projects. In addition, due to the
above noted physical influences, we would be inclined to compare the subject
property based upon a smaller radii when paired against the other Mills-type
projects. Further discussion of this capture potential is included in the
Retail Market Analysis section of this report.



                                     -35-
<PAGE>

                                                     RETAIL MARKET ANALYSIS
- ------------------------------------------------------------------------------


GREATER DALLAS/FORT WORTH RETAIL MARKET

    In order to present an accurate picture of the current state of the retail
market, as well as forecast future market conditions in the Dallas/Fort Worth
metropolitan area, data regarding the macro-market and various delineated
submarkets were compiled from the periodic reports published by M/PF Research,
Inc.

    SUPPLY

    As of Year End 1997, there was a total of 95,306,100 square feet of retail
space (non-regional) in the Dallas/Fort Worth market area, 65,838,800 square
feet of which was in Dallas and 29,467,300 square feet being in Fort Worth. Add
to this the 26,830,200 square feet of space in the Metroplex regional centers
(primarily regional and super regional malls) and the total multi-tenant retail
inventory exceeds 122 million square feet. The chart below focuses upon
non-regional shopping center space.

<TABLE>
<CAPTION>
  ======================================================================================================
                                                SUPPLY (1987 TO 1997)
  ======================================================================================================
  MARKET/CENTER     1987    1988    1989    1990    1991    1992    1993    1994    1995    1996    1997
  TYPE
  ======================================================================================================
  <S>               <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
                                  -----------
                                  DALLAS AREA
                                  -----------
  Number of          
  Centers(1)         818     826     826     888     886     898     898     919     942     951    1001

  Total Square
  Feet (000's)(1) 54,842  55,342  56,407  57,540  57,484  58,460  58,714  60,266  62,201  63,351  65,839

  Percent
  Change from       
  Previous
  Period            9.8%   -0.9%    1.9%    2.1%   -0.1%    1.7%    0.4%    2.6%    3.2%    1.8%    3.9%
                                    ------------
                                    FORT WORTH
                                       AREA
                                    ------------
  Number of          
  Centers(1)         454     469     479     490     492    489      488     492     506     511     509

  Total Square
  Feet (000's)(1) 22,885  23,997  25,263  25,239  25,887  25,950  26,781  27,171  28,470  29,009  29,467

  Percent
  Change from   
  Previous
  Period             7.6%   4.9%     5.3%  -0.1%    2.6%     0.2%   3.2%    1.5%    4.8%    2.0%    1.6%
  ------------------------------------------------------------------------------------------------------
    (1) Excludes regional and super-regional centers
  ======================================================================================================
</TABLE>

    The current multi-tenant inventory includes the completion of 1,448,500
square feet in the Dallas area and 579,000 square feet in the Fort Worth area
during the twelve months prior to Year End 1997, compared to 1,417,700 square
feet completed in Dallas and the 963,400 square feet completed in the Fort
Worth area for the same time period prior to Year End 1996. Thus, the new
multi-tenant construction activity in for the 12 months preceding Year End 1997
represents a 15 percent decrease from 1996 totals.

    Single-tenant properties, as well as expansions to regional centers, are
excluded from the preceding completion numbers. According to M/PF, there was
195,000 square feet of additions to the regional centers in Dallas and
1,500,000 square feet (Grapevine Mills Mall) added in Fort Worth in 1997. As
for single tenant buildings, 2,478,100 square feet of single tenant space was
added to the Metroplex in the 12 months prior to Year End 1997. The single
tenant retail space includes 1,419,900 square feet in 32 buildings in Dallas
(10 were Eckerd and 8 were Walgreen's) and 1,058,100 square feet in 25
buildings in Fort Worth (6 were Eckerd and 6 were Walgreen's). These numbers
reflect an increase from Year End 1996 of almost 59 percent. In the 12 months
prior to Year End 1996, new construction of single tenant retail facilities
totaled slightly less than 1,500,000 square feet.



                                     -36-
<PAGE>

                                                     RETAIL MARKET ANALYSIS
- ------------------------------------------------------------------------------

    The most significant multi-tenant completions in the Dallas/Fort Worth area
are illustrated in the following table.

  ==================================================================
    DALLAS/FORT WORTH MULTI-TENANT COMPLETION'S - YEAR END 1997(1)
  ==================================================================
           SECTOR/                                       SIZE
          SUBMARKET                  NAME                (SF)
  ==================================================================
                            -----------------------
                                    DALLAS
                            -----------------------
    Far North Dallas         Alpha Parkway Plaza       145,300

    North Garland               Shiloh Square           85,400

    North Garland               Shiloh Springs          84,200

    East Plano               Parker Central Plaza       96,700

                                   Addition

    East Plano                 14 Jupiter Place        103,000

    Southeast Denton County     Colony Plaza I          89,100

    Southeast Denton County Lakepoint Crossing II      140,000

    Far West Plano            Preston Stonebrook       105,000

                                    Plaza

    Allen/McKinney           Plaza at Stonebridge       95,700

    Allen/McKinney             Tom Thumb Center         79,700

    Allen/McKinney           1702 West University      174,000
  ==================================================================
                            -----------------------
                                  FORT WORTH
                            -----------------------
    Southeast Fort Worth         Park Forest            82,300

    Mid Arlington            Woodland West - Tom        58,000

                                    Thumb

    NE Tarrant County        Grapevine Mills Mall    1,500,000

    NE Tarrant County           Village Center         188,200
  ==================================================================
  (1) Includes only the most notable completion's from January 1997 
      through December 1997.
  ==================================================================

    The majority of the new multi-tenant shopping center space completed during
the past twelve months was located in Fort Worth. The Dallas area added
1,643,500 square feet (including Regional Centers) which was up 29.4 percent
from the amount added during the 12 months prior to Year End 1996. By
comparison, construction in Fort Worth totaled 2,079,000 square feet in 1997
compared to the 291,000 square feet during 1996 but 1,500,000 square feet of
this was the Grapevine Mills Mall. Excluding this regional center, construction
in Fort Worth rose to 579,000 square feet in 1997 demonstrating a near doubling
of the 1996 total.

    The following chart illustrates the most notable multi-tenant space under
construction as of Year End 1997 in the Dallas/Fort Worth area.



                                     -37-
<PAGE>

                                                     RETAIL MARKET ANALYSIS
- ------------------------------------------------------------------------------

========================================================================
DALLAS/FORT WORTH MULTI-TENANT SPACE UNDER CONSTRUCTION - YEAR END 1997
========================================================================
         SECTOR/                   NAME             SIZE      PRELEASED
        SUBMARKET                                   (SF)      SPACE
                                                                (SF)
========================================================================
                           ---------------------
                                  DALLAS
                           ---------------------

  Oak Lawn/Park Cities        Lincoln Center       135,000    115,000

  Northwest Dallas            Marketplace at       118,400    115,700
                              Webb's Chapel

  Grande Prairie              Carrier Towne        297,700    296,200
                                 Crossing

  Richardson                  Lennox Center        189,000     94,500

  SE Denton County            Marketplace at       140,000     70,000
                               Flower Mound

  SE Denton County         Vista Ridge Plaza II     94,000     85,000

                           ---------------------
                                FORT WORTH
                           ---------------------

  South Fort Worth          Trinity Commons I      168,100    122,000

  North Arlington            Tom Thumb Center       82,800     62,200

  South Arlington            Tom Thumb Center       85,500     81,100

  Northeast Tarrant        Vineyard Marketplace    111,200     63,200
  County

  Northeast Tarrant          Keller Crossing        85,700     70,700
  County
========================================================================

    During the first half of 1998, approximately 1,562,300 square feet of
shopping center space is to be completed in the Dallas/Fort Worth area.
According to M/PF, approximately 78 percent of this space is pre-leased. The
Dallas area is expected to capture 63 percent of this new construction while
the Fort Worth area will capture the remaining 37 percent of the multi-tenanted
projects under construction.

    These figures do not include single-tenant or regional mall projects. There
are no regional projects under construction. As for single tenant buildings, 7
are expected to be added to the Dallas area and 6 in Fort Worth with the square
footage of these properties totaling 813,700 square feet as compared with a
total of 1,561,000 square feet of single tenant completion's scheduled at year
end 1996. Interestingly, the bulk of the single tenant construction is planned
for only one retailer with Walgreen's showing a total of seven buildings. No
other retailer has more than one project under construction.



                                     -38-
<PAGE>


                                                     RETAIL MARKET ANALYSIS
- ------------------------------------------------------------------------------

OCCUPANCY

    As of Year End 1997, the average occupancy levels in Dallas and Fort Worth
were 88.9 and 87.9 percent, respectively and were expected by M/PF to increase
slightly in the first half of 1998. This occupancy level is the highest seen
metrowide since 1984. Major shopping centers with established anchor tenants
continue to enjoy the highest occupancy levels area wide. But there is only a
3.3 percent variance in occupancy between neighborhood community centers and
strip centers in the Dallas area. In contrast, a 0.9 percent variance exists in
the Fort Worth area. The following table displays the occupancy by center type
and summarizes gross occupancy trends (including regional and super regional
malls) for retail centers in the Dallas/Fort Worth area.

<TABLE>
<CAPTION>
=======================================================================================
                        SHOPPING CENTER GROSS OCCUPANCY
                          (1987 THROUGH YEAR END 1997)
=======================================================================================
MARKET/CENTER TYPE 1987  1988  1989  1990  1991  1992  1993  1994  1995  1996   1997
=======================================================================================
<S>                <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>    <C>
                                     ------------
                                        DALLAS
                                     ------------
All Centers(1)      76%   76%   75%   76%   77%   82%  84%   86%   87.4% 88.3%  88.9%
Neighborhood/       78%   79%   79%   79%   81%   82%  83%   86%   87.0% 87.6%  89.1%
Community Centers
Strip Centers       65%   63%   65%   66%   67%   72%  76%   81%   81.0% 83.9%  85.8%
=======================================================================================
                                     ------------
                                      FORT WORTH
                                     ------------
All Centers(1)      76%   74%   74%   76%   77%   81%  82%   86%   86.5% 88.7%  87.9%
Neighborhood/       81%   78%   78%   80%   81%   82%  82%   81%   85.2% 87.6%  86.8%
Community Centers
Strip Centers       66%   62%   66%   67%   69%   72%  78%   86%   83.9% 84.8%  85.9%
- ---------------------------------------------------------------------------------------
 (1) Includes regional and super-regional centers.
=======================================================================================
</TABLE>

    As can be seen from the chart, occupancy levels bottomed in 1989. In 1990
and 1991, absorption barely outpaced additions, which increased occupancy
levels nominally. However, between 1992 and Year End 1997, occupancy levels
have increased more rapidly as the Metroplex real estate market continues to
prosper. In their Year End 1997 forecast, M/PF projects that occupancy levels
should increase another 0.2 and 0.1 percentage points in the Dallas and Fort
Worth areas, respectively.

    HISTORICAL ABSORPTION

    M/PF Research, Inc., refers to absorption as the net change in occupied
space from one period to the next. Following is a historical summary of
absorption from 1989 to date:



                                     -39-
<PAGE>


                                                     RETAIL MARKET ANALYSIS
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
========================================================================================
                             DALLAS/FORT WORTH ABSORPTION SUMMARY(1)
========================================================================================
    SECTOR        1989    1990    1991    1992    1993    1994    1995    1996    1997
                 (000'S) (000'S) (000'S) (000'S) (000'S) (000'S) (000'S) (000'S) (000'S)
========================================================================================
<S>               <C>    <C>      <C>     <C>     <C>     <C>     <C>       <C>     <C>
- ----------------
Dallas             52      791    1,040   2,150   1,470   1,867   1,198     958     709
- ----------------

Percentage        -93%  +1,421%     +31%   +107%    -42%   +162%    -36%    -20%    -26%
Change

- ----------------
Fort Worth        539      367      674     438   1,139     891     645     633     899
- ----------------

Percentage        +93%     -30%     +79%    -35%   +188%   -229%    -28%     -2%     42%
Change

TOTAL             591    1,158    1,714   2,588   2,513   2,758   1,843   1,590   1,608

Percentage        -43%     +96%     +48%    +51%     -3%   +120%    -33%    -14%      1%
Change
- ----------------------------------------------------------------------------------------
 (1) Includes only multi-tenant absorption figures in square feet.
========================================================================================
</TABLE>

    As can be seen from the chart, absorption was near its low point in recent
times in 1989. However, fortunes were reversed in 1990, when net retail
absorption totaled approximately 1.2 million square feet (790,600 square feet
in the Dallas area and 366,800 square feet in the Fort Worth area). By 1992,
absorption was at its highest level since 1987. In fact, net absorption in the
Dallas/Fort Worth area totaled over 2.5 million square feet annually from 1992
through 1994. In 1995 and 1996, absorption levels throughout the Metroplex
moderated from the three previous years' totals, but activity still outpaced
construction, as evidenced by the increasing occupancy level.

    In 1997, the Dallas area reported absorption of approximately 708,900
square feet. The submarkets reporting the largest gains in the Dallas area were
North Garland (244,200 square feet), Southeast Denton County (212,600 square
feet), Allen/McKinney (170,500 square feet), and East Plano (170,100 square
feet). The heaviest tenant losses were experienced in Far North Dallas
(negative 408,600 square feet), Richardson (negative 184,500 square feet), and
Carrollton (negative 96,800 square feet).

    As of Year End 1997, the Fort Worth area reported twelve months of
absorption of roughly 899,400 square feet. The largest gain was reported in the
Northeast Tarrant County (1,450,600 square feet - Grapevine Mills Mall). Only
four other submarkets in Tarrant County showed a positive absorption gain and
those totaled only 48,600 square feet. The heaviest tenant losses were
experienced in Far Southwest Fort Worth (negative 209,400 square feet) and
South Arlington (negative 105,400 square feet).

    As for absorption projections, M/PF forecasts Dallas gross absorption for
the first half of 1998 to be about 1,050,000 square feet to be concentrated in
five submarkets (Grande Prairie, Southeast Denton County, Richardson, Northwest
Dallas, and Oak Lawn/Park Cities). These submarkets are expected to capture
about 850,000 square feet or 81 percent of the total absorption. The bulk of
the Fort Worth gross absorption (600,000 square feet) is anticipated to be in
three submarkets (Northeast Tarrant County, South Fort Worth, and Far Southwest
Fort Worth).



                                     -40-
<PAGE>

                                                     RETAIL MARKET ANALYSIS
- ------------------------------------------------------------------------------

    In total, the gross absorption forecast for the metropolitan area during
the first half of 1998 represents a slight increase from the same period in
1997 with Fort Worth at 600,000 demonstrating a potential significant increase
from the same period in 1997.

    YEARS' SUPPLY

    Although absorption has remained relatively strong in recent years, the
metropolitan area (as a whole) remains in a slightly overbuilt state. According
to M/PF, as much as a 5.8 years' supply of space is available in the Dallas
area while a 3.7 years' supply exists in the Fort Worth market area. According
to M/PF, a well balanced market typically maintains a 1.5 to 2.0 year supply of
shopping center space. Therefore, the Dallas area retail market as a whole has
a ways to go before healthy market conditions will exist area wide, although
the new construction noted previously does attest to at least some healthy
submarket areas. The oversupply of space suggested by M/PF should be tempered
somewhat because much of the vacant space is either poorly located or in poorly
designed centers which, in all likelihood, will never lease or will not be a
competitive factor. While no formal estimates are available, it is our opinion
that about five to ten percent of the retail space inventory falls into a
category that will always experience low occupancies and, in fact, should not
be categorized with the remaining viable space.

    Given the current amount of multi-tenant retail space (including regional
centers) in the Dallas/Fort Worth area (122.1 million square feet), combined
with the 1.65 million square feet under construction as of Year End 1997, the
total supply is projected to reach 123.8 million square feet by Mid Year 1998.
With a combined gross occupancy of 89.1 percent, this equates to a potential
13.5 million square feet of vacant space.

    RENTAL RATES

    Average quoted rental rates, including common area maintenance (CAM), in
the Metroplex began a decline in the late 1980s that continued, after a slight
statistical aberration in 1990, through 1991. The pattern reversed itself in
1992, with a rise of $0.10 per square foot to an average of $10.98 per square
foot. This slight upward trend continued in 1993, when average rents rose an
additional $0.07 per square foot, and again in 1994, as rents increased by
$0.41 per square foot. In 1995, retail rental rates increased another $0.62 per
square foot to $12.08 per square foot. In 1996, rental rates increased another
$0.46 per square foot to $12.54 per square foot. Although not shown in the
chart, the 1996 composite retail rental rate finally recovered to a level that
exceeded what was being achieved in 1986. Interestingly, it took almost exactly
ten years. In 1997, the average rental rate increase $0.54 per square foot, so
the upward trend continues.

    The following chart presents a historical overview of average rents (base
rents and CAM) since 1987 for both the Dallas and Fort Worth areas, as well as
the Metroplex overall.



                                     -41-
<PAGE>


                                                     RETAIL MARKET ANALYSIS
- ------------------------------------------------------------------------------

==============================================================================
                       DALLAS/FORT WORTH RETAIL RENTS(1)
                              (PER SQUARE FOOT)
==============================================================================
                   STRIP CENTERS    NEIGHBORHOOD/COMMUNITY CENTERS  DALLAS/FORT
                   -------------    ------------------------------     WORTH
  YEAR END      DALLAS     FORT WORTH     DALLAS     FORT WORTH    (ALL CENTERS)
==============================================================================
    1987        $12.31      $10.06        $12.00       $9.86          $11.44
    1988        $10.84      $10.01        $12.00      $10.36          $11.33
    1989        $10.35       $9.00        $11.16       $9.50          $10.51
    1990        $10.83       $9.28        $11.95       $9.94          $11.11
    1991        $10.43       $9.18        $11.64       $9.99          $10.88
    1992        $10.20       $8.87        $11.71      $10.14          $10.98
    1993        $10.23       $8.97        $11.89      $10.44          $11.05
    1994        $10.50       $9.27        $12.33      $10.81          $11.46
    1995        $10.90      $10.01        $12.95      $11.56          $12.08
    1996        $11.42      $10.24        $13.52      $11.85          $12.54
    1997        $11.87      $10.51        $14.09      $12.32          $13.08
==============================================================================
(1) Excluding regional malls and major tenants, but including CAM charges
==============================================================================

    For all centers, retail rental rates as of Year End 1997 increased 4.05
percent in the Dallas area and 4.74 percent in the Fort Worth area compared to
Year End 1996. Combined, the two areas posted an overall increase of 4.3
percent. Strip center rents, including CAM, have increased 3.94 percent in the
Dallas area since Year End 1996 with a 2.64 percent increase posted in the Fort
Worth area. Rent changes in neighborhood/community centers increased 4.22 and
3.97 percent between Dallas and Fort Worth, respectively, over the same time
period.

    The rental rate picture tends to mirror occupancy rates somewhat (in terms
of center type) with the highest rental rates being reported in the
neighborhood/community centers where anchor tenants continue to draw higher
traffic volumes. Comparatively, the rental rates in neighborhood centers are
approximately 18 percent higher than strip centers in both Dallas and Fort
Worth.

    Rental rates (base rents and CAM) within specific submarkets reflect a very
broad range. For example, the Dallas submarket with the highest average rental
rate is the Central Business District (CBD) at $30.89 per square foot followed
successively by Oak Lawn/Park Cities at $24.49 per square foot, Far West
Plano/Frisco at $23.48 per square foot, the North Dallas submarket at $18.93
per square foot, and the Far North Dallas submarket at $17.65 per square foot.
With the exception of the CBD, all of these submarkets are located in the
Preston Road/Dallas North Tollway corridor, which is the highest profile
shopping alignment in the city. The lowest Dallas area rates are found in South
Dallas at $5.31 per square foot.

    In the Fort Worth area, only the Fort Worth CBD and the Northeast Tarrant
County submarket have quoted rates (base rent and CAM) in excess of $16.00 per
square foot ($16.56 and $16.99 per square foot respectively). South Fort Worth,
North and South Arlington, and Far Southwest Fort Worth, follow with rates in
the $12.65 to $14.98 per square foot range. Rents in North Fort Worth and
Southeast Fort Worth are the lowest at $6.76 and $7.19 per square foot,
respectively.



                                     -42-
<PAGE>

                                                     RETAIL MARKET ANALYSIS
- ------------------------------------------------------------------------------

    SUMMARY

    Overall, and despite the continuation of some new construction in certain
pockets of the Metroplex, rental rates (on the average) still have to increase
substantially before new construction will again be economically feasible
marketwide. It is our opinion that rental rates need to average about $13.00 to
$15.00 per square foot (with newer properties achieving rents of $15.00 to
$20.00 per square foot) before new construction will be viable on a more region
wide basis. Although the rates required by specific properties are dependent
upon a variety of factors including location, land cost, construction cost,
competition, and so on, only a few submarkets have reached this point.

    The outlook for the Dallas/Fort Worth area appears promising. Given the
rapid expansion of the local economy that is on-going, we anticipate that
rental rate growth for the top tier properties will exceed the rate of
inflation over the next five to ten years thus enabling rates for such space to
catch up to the cost of construction. Rental rates for Class B space most
likely will mirror inflation during this time, while Class C and D space will
generally lag inflationary levels.



                                     -43-
<PAGE>

                                                        TRADE AREA ANALYSIS
- ------------------------------------------------------------------------------

LOCATION AND ACCESS

    The property is situated at the northwest corner of State Highway 121 and
State Highway 26 in the city of Grapevine, Texas. Grapevine is a bedroom
community of the Metroplex, located in the north central portion of the
Dallas/Fort Worth metropolitan area. As stated in the Neighborhood Analysis,
the northern suburbs of the Metroplex has been the recipient of much of the new
residential development in the past several decades as population growth has
focused on cities such as Grapevine, Colleyville, Lewisville, etc. At the
present time, there is little existing development in the subject's immediate
area. However, extending outward several miles, development becomes heavy and
is characterized as a homogeneous mixture or residential, commercial, retail,
office, industrial and special use properties.

    The subject has very good access to the regional freeway system. State
Highway 121 traverses the area in a northeast/southwest direction and
intersects several major freeways including Interstate Highway 635 (LBJ
Freeway), Interstate Highway 35E (Stemmons Freeway), State Highway 114 (John
Carpenter Freeway) and State Highway 183 (Airport Freeway). The intersection
with LBJ Freeway is located approximately one-half mile south of the subject.
The subject is also located approximately two miles north of State Highway 114
and the Dallas/Fort Worth International Airport. State Highway 121 intersects
Stemmons Freeway approximately five miles northeast of the subject in
Lewisville.

    All in all, Grapevine Mills is strategically located at the intersection of
two state highways in a growing bedroom community of the Metroplex. The locale
is in the central portion of Dallas/Fort Worth making it possible to draw from
the customer based for the entire area. Along those lines, the location of the
property allows for good access to the regional freeway system and increases
the potential trade area even further.

DEMOGRAPHICS

    In analyzing the demographic profile of the subject trade area, we have
considered the population within a 10, 20, 40 and 100 mile radius of the
property. Generally, between 55 and 65 percent of a center's sales are
generated from within its primary trade area. The primary trade area for a
value-oriented regional shopping center of the subject's size and caliber could
extend to as far as 40 miles from the center. According to the property
manager, preliminary data indicates that the subject's primary trade area is
close to 40 miles. The secondary trade area generally refers to more outlying
areas which provide a less frequent group of customers to the center. Residents
within the secondary trade area would be more likely to shop at centers located
closer to their respective homes due to time and travel constraints. Typically,
an additional 20 to 25 percent of a center's sales will be generated from
within the secondary trade area. According to management, the secondary trade
area is generally defined as a radius between 40 and 100 miles from the subject
shopping center. The tertiary or peripheral trade area refers to more distant
areas from which occasional customers to the shopping center reside. The
residents of the peripheral trade areas may be drawn to the center by a
particular store or service which is not provided within their respective local
areas. Shoppers from the peripheral areas may account for ten to 15 percent of
a center's sales.

    Detailed information provided by Equifax National Decision Systems is
illustrated on the following page.



                                     -44-
<PAGE>

                        POPULATION AND INCOME ESTIMATES




<TABLE>
<CAPTION>
                               10 MILE      20 MILE       40 MILE       100 MILE    DALLAS/FORT WORTH     STATE OF
         DESCRIPTION            RADIUS       RADIUS        RADIUS        RADIUS            MSA              TEXAS
- ---------------------------- ----------- ------------- ------------- ------------- ------------------- --------------
<S>                          <C>         <C>           <C>           <C>           <C>                 <C>
Population Statistics
Under 20                         28.95%        29.97%        30.96%        30.78%           30.91%            32.38%
21-29                            14.99%        14.93%        13.86%        13.41%           13.78%            13.16%
30-39                            18.61%        18.39%        17.56%        16.59%           17.50%            !5.82%
40-49                            16.89%        15.31%        15.46%        14.99%           15.43%            14.35%
50-59                            11.06%         9.88%         9.99%        10.14%           10.00%             9.66%
60 and over                       9.50%        11.52%        12.18%        14.10%           12.37%            14.61%

1980 Population:               206,344     1,355,835     2,807,053     3,750,815        2,055,233        14,229,194
1990 Population:               388,388     1,874,962     3,736,929     4,801,395        2,676,248        16,986,510
1998 Population:               531,395     2,206,580     4,379,915     5,552,695        3,154,195        19,684,546
2003 Population:               601,477     2,376,326     4,713,227     5,956,521        3,399,780        21,047,244

Compound Annual Change:
1980-1990                         6.53%         3.29%         2.90%         2.50%            2.68%             1.79%
1990-1998                         5.36%         2.75%         2.68%         2.45%            2.78%             2.49%
1998-2003                         2.51%         1.49%         1.48%         1.41%            1.51%             1.35%

Household Statistics
1980 Households:                72,245       513,519     1,016,501     1,367,093          747,511         4,929,268
1990 Households:               153,417       723,803     1,398,154     1,798,786        1,001,750         6,070,937
1998 Households:               213,304       867,035     1,662,731     2,105,539        1,195,521         7,112,275
2002 Households:               244,394       945,621     1,810,753     2,283,225        1,303,288         7,694,884

Compound Annual Change:
1980-1990                         7.82%         3.49%         3.24%         2.78%            2.97%             2.11%
1990-1998                         5.65%         3.06%         2.93%         2.66%            2.99%             2.67%
1998-2003                         2.76%         1.75%         1.72%         1.63%            1.74%             1.59%

Income Statistics
$75K or over                     31.25%        25.17%        24.19%        21.18%           24.66%            17.10%
$50K to $75K                     24.13%        20.33%        20.93%        19.59%           20.46%            17.39%
$35K to $50K                     16.93%        16.57%        16.69%        16.43%           16.42%            15.78%
$25K to $35K                     11.28%        12.63%        12.51%        12.83%           12.44%            13.36%
$15K to $25K                      9.39%        12.39%        12.30%        13.57%           12.16%            15.49%
Under $15K                        7.04%        12.91%        13.38%        16.39%           13.87%            20.87%

1998 Average HH Income         $ 70,104    $   64,951    $   61,552    $   56,946       $   62,597       $    50,680
1998 Median HH Income         $ 55,566    $   45,929    $   45,609    $   41,577       $   45,536       $    35,264
1998 Per Capita HH Income     $ 28,221    $   25,712    $   23,451    $   21,777       $   23,900       $    18,570

Median Age                       33.25         32.70         32.96         33.54            33.04             32.89

Home Ownership                   52.85%        50.71%        56.29%        59.58%           56.04%            60.87%

Median Home Value             $ 93,556    $   85,509    $   79,677    $   72,113       $   81,512       $    60,154

Education
Bachelor's Degree                23.83%        20.87%        18.65%        16.29%           18.70%            13.85%
Graduate Degree                   7.89%         8.30%         7.76%         7.05%            8.16%             6.47%
</TABLE>

Source: Equifax National Decision Systems


- -------------------------------------------------------------------------------
                                     -45-

<PAGE>


                                                        TRADE AREA ANALYSIS
- ------------------------------------------------------------------------------

    The primary trade area for Grapevine Mills (a 40 mile radius) has a
population of 4,379,915 persons, which increases to 5,552,695 persons in the
total trade area. Closer to the property, in a 10 and 20 mile radius, the
population is approximately half a million and over two million people,
respectively. From 1990 to 1998, population growth in the primary trade area
has been steady at 2.7 percent per year (compound rate). The total trade area
has posted a population growth rate of 2.5 percent per year (compound rate). In
comparison, population growth in the more immediate area of the property has
been significant between 1990 and 1998 at 5.4 percent per year (in a ten mile
radius around the property). The Dallas/Fort Worth metropolitan area posted a
growth rate of 2.8 percent from 1990 to 1998 and the State of Texas grew by 2.5
percent per year. Overall, the data indicates strong population statistics for
the Grapevine Mills trade area, especially closer to the property, and seems to
attests to the strong growth noted previously in the northern portions of the
Dallas/Fort Worth area.

    As for the future of the population in the trade area, the trade area
population is projected to increase at annual rates in the range of 1.5 percent
(40 miles radius) to 1.4 percent (100 mile trade area) from 1998 to 2003. The
projected growth for the total trade area is fairly similar to the growth
projection for the metropolitan area (1.5 percent per year) as well as
statewide (1.4 percent per year) from 1998 to 2003. It is noted, however, that
the areas within ten miles of the property are expected to grow at a much
faster rate than the more outlying locales. As has been the case historically,
growth in a ten mile radius is expected to be 2.5 percent per annum, much
higher the Dallas/Fort Worth MSA.

    The map on the following page illustrates the population density for the
10, 20, 40 and 100 mile trade areas. As would be expected, the most densely
populated areas are generally located to the south, east, and west (the central
portions of the MSA). However, the population is fairly dense to the north of
the property along the east and west corridors of Interstate Highway 35. It is
noted that portions of the area within a ten mile radius of the property have
the lowest population density categorization which indicates the undeveloped
areas of the immediate surroundings The map also indicates the undeveloped land
in outlying locals of surrounding counties which is clearly shown in the 40 to
100 mile concentric circles.



                                     -46-
<PAGE>









                          [GRAPHIC OF POPULATION MAP]


<PAGE>


                                                        TRADE AREA ANALYSIS
- ------------------------------------------------------------------------------


    The map on the following page illustrates the projected population growth
for the subject 10, 20, 40, and 100 mile trade areas from 1998 to 2003. As
indicated, a significant portion of the primary trade area (within 40 miles) is
projected to experience population growth in excess of ten percent over this
five year period. Furthermore, several areas surrounding the property and to
the northwest are expected to grow at more than 20 percent between 1998 and
2003. It is interesting to note that the areas immediately northwest and
southeast of the property fell in the lowest existing population category, but
are expected to experience the most growth in the next five years. This
information suggests that current undeveloped areas around the property should
experience strong levels of growth in the short term.














                                     -48-
<PAGE>








                       [GRAPHIC OF POPULATION GROWTH MAP]


<PAGE>


                                                        TRADE AREA ANALYSIS
- ------------------------------------------------------------------------------

    There are currently 213,304 households within ten miles of the subject
property. The number of households in a 20 mile radius of the property
increases to four times this amount (867,035) which is indicative of the
undeveloped nature of the property's immediate surroundings. Nevertheless, the
primary trade area of the property has a total number of households of 1.66
million. The number of households in the total trade area currently top two
million. Somewhat surprising, the total trade area of the property encompasses
nearly one third of the total households in the State of Texas.

    In terms of household growth rates, the growth in the subject trade area
population over the past several years has been generally similar to the rate
of household formations in the trade area. The number of households in the
primary trade area increased at a rate of 2.9 percent per year from 1990 to
1998. The total trade area households increased 2.7 percent per year during the
same period. As was also the case with regards to population, the ten mile
trade area from 1990 to 1998 experienced increases in the rate of household
formations well above all other measures at 5.7 percent. In comparison, the
Dallas/Fort Worth MSA household formation growth was 3.0 percent during the
same period. The pace of household formations as compared to population growth
in the subject's trade areas is considered to be a favorable indicator of the
potential demand for consumer goods, especially consumer durables such as
appliances, furniture, and home electronics.

    The primary trade area has an average household size of 2.63 persons per
household which is similar to the total trade area of 2.64 persons per
household. However, the ten and 20 mile concentric circles around the subject
indicate fewer persons per housed in a range of 2.49 to 2.54. By comparison,
Dallas/Fort Worth area has an average household size of 2.64 persons and the
State of Texas has an average household size of 2.77 persons. The slightly
smaller average household size for the ten and 20 mile trade areas reflects the
relatively strong pace of household formations as compared to total population
growth within the metropolitan area from 1990 to 1998. Coupled with household
formations, the smaller average household size in the subject ten and 20 mile
trade areas may bode well for potential demand for consumer durable items such
as appliances, home furnishings, and consumer electronics.

    The residential population in the primary trade area has a median age in
the range of 32.96, and a median age for the ten and 20 mile areas of 33.25 and
32.70 years, respectively. The primary trade area population is similar to the
area wide population in terms of age, as the corresponding median age figures
for the Dallas/Fort Worth and the State of Texas were 33.04 years and 32.89
years, respectively. The age group from 21 to 49 years is a critical target
market for many retailers, and the subject trade area population has a
significant percentage of residents within this age range. Within the ten mile
trade area, 50.49 percent of the population is within the age range of 21 to 49
years. This percentage decreases slightly to 48.63 percent of the population in
the larger 20 mile trade area and totals 46.88 percent for the primary trade
area. In comparison, approximately 45.81 percent of the citywide population is
between the ages of 21 and 49 years and approximately 43.33 percent of the
statewide population is in this age range.



                                     -50-
<PAGE>


                                                        TRADE AREA ANALYSIS
- ------------------------------------------------------------------------------

    The educational level of the interior portions of the primary trade area
population is above the MSA and state statistics. In fact, 31.72 percent (ten
mile circle) to 29.17 percent (20 mile circle) of the residents aged 25 years
and over have a bachelors degree or higher. For the Dallas/Fort Worth Metroplex
population, approximately 26.86 percent of the population aged 25 years and
over has a bachelors degree or higher. The education of the trade area
population is reflected to a certain extent in the occupations of the
residents.

    The median household income in the trade area decreases as the concentric
circles around the property increase from $55,566 (10 mile area) to $41,577
(100 mile area), as does the average household income from $70,104 (10 mile
area) to $56,946 (100 mile area). The interior portions of the trade area
household income figures are higher than the corresponding figures for the
Dallas/Fort Worth area as a whole, although when including the entire primary
trade (40 mile area) the numbers are almost identical.

    The map on the following page illustrates the median household incomes for
the 10, 20, 40, and 100 mile trade areas. The ten mile trade area consists
primarily of households with median incomes in the range of $50,000 to $99,999.
Also, there are two sizable areas of the ten mile trade area that have median
incomes between $100,0000 and $131,383. Extending outward, the distribution of
median income becomes more varied. However, the median household income profile
of the primary (40 mile) trade area is generally at a level of $25,000 or
higher. The map shows that the preponderance of upper end households reside on
the northern side of the Metroplex.






                                     -51-
<PAGE>


                      [GRAPHIC OF MEDIAN HOUSEHOLD INCOME]


<PAGE>


                                                        TRADE AREA ANALYSIS
- ------------------------------------------------------------------------------

    Based on the data, 56.3 percent of the residents (40 mile radius) in the
primary trade area live in owner occupied housing. In the total trade area,
59.6 percent of the residents own homes. These amounts are above the
corresponding figure of 56.04 percent for the Metroplex but below 60.87 percent
for the State of Texas. Information provided by Equifax National Decision
Systems indicates that the median price for existing homes within a ten to 20
mile radius of the subject property is $93,556 and $85,509, respectively. The
primary trade area has a median home price of $79,677, and the total trade area
has a median home price of $72,113. In comparison, the median price for an
existing home in the overall Dallas/Fort Worth area is reported to be $81,512.

COMPETITIVE FACILITIES

     Grapevine Mills is afforded a strategic location at the northwest corner
of State Highway 121 and State Highway 26 in Grapevine, Tarrant County, Texas.
The property is a single-level, entertainment and value-oriented mall
development. The subject is typical of the Mills mega mall developments. By
definition, the property is a hybrid retail concept (a mixture of an outlet
center and a traditional regional mall) first pioneered by The Mills
Corporation. They contain a mix of retail formats, primarily off-price in
nature, ranging from manufacturer and retail outlets, to catalog stores,
category dominant retailers, and specialty tenants. Entertainment, including a
cinema component, virtual reality, and several theme restaurants has become an
integral part of the merchandising mix as well. Anchor and junior anchor stores
can comprise 10 to 15 locations and account for 50.0 to 60.0 percent of the
GLA. In-line shops include a mix of off-price and traditional retailers and
typically account for 40.0 to 50.0 percent of the total GLA.

    Given the hybrid nature of the property, the existing competition for the
property is formed by the upper-tiered Dallas/Fort Worth regional malls and, to
a certain extent, with the outlet centers situated in North Texas. According to
the property manager, all of the competition from other development is
considered indirect, with the local regional malls providing more competition
than the outlying outlet centers.

    With respect to the regional malls, the chart on the FOLLOWING PAGE
summarizes the competing properties. These facilities are situated throughout
the Metroplex in Dallas, Tarrant, Collin and Denton Counties. The competitive
malls include Vista Ridge Mall, Valley View Mall, Collin Creek Mall, The Parks
at Arlington, Irving Mall, Ridgmar Mall, NorthPark Center, and Dallas Galleria
Mall.

    Again, of the malls in the survey, none are considered to be direct
competitors for the subject due to the hybrid nature of the property. Having
said that, the subject does include some of the tenants typically found in a
regional mall. The closest facilities to the property geographically are Vista
Ridge and Irving Mall. These properties are considered the most similar to the
subject due to location. However, they have the traditional regional mall
tenant mix, price points and product lines. The Parks at Arlington represents
one of the newer malls in Dallas/Fort Worth. This mall is located in south
Tarrant County in between Dallas and Fort Worth similar to the subject. The
property recently added an anchor store to the mall. Valley View Center and
Collin Creek Mall are situated in north Dallas County and are the traditional
mid-scale, regional mall developments. Ridgmar Mall is similar in design but
located in east Tarrant County. NorthPark Center and Dallas Galleria form the
high-scale fashion malls in the Metroplex. Both of these properties are located
in the central portions of the city of Dallas and generally cater to upscale
tenants and customers.



                                     -53-

<PAGE>

                                GRAPEVINE MILLS
                      NORTHWEST CORNER OF SH 121 AND SH 26
                        GRAPEVINE, TARRANT COUNTY, TEXAS
                             COMPETING MALL SUMMARY


<TABLE>
<CAPTION>
                                        YEAR      TOTAL     MALL SHOP   MALL SHOP
NO.          NAME/LOCATION             BUILT       GLA         GLA        RATIO               ANCHORS
- ---          -------------             -----       ---         ---        -----               -------
<S>    <C>                                  <C>     <C>          <C>         <C>         <C>                 <C>
1      VISTA RIDGE MALL                      1989    1,060,000     380,000       35.8%   Foley's             180,000
       SWC I-35 & FM 3040                                                                Dillard's           200,000
       Lewisville, Texas                                                                 J.C. Penney         150,000
                                                                                         Sears               150,000
                                                                                                             ---------
                                                                                         Total:              680,000
2      VALLEY VIEW CENTER                    1973    1,600,000     542,103       33.9%   Foley's             300,196
       Preston and LBJ                                                                   Dillard's           302,268
       Dallas, Texas                                                                     J.C. Penney         220,378
                                                                                         Sears               235,055
                                                                                                             ---------
                                                                                         Total:              1,057,897
3      COLLIN CREEK MALL                     1981    1,123,551     333,468       29.7%   Foley's             197,478
       15th St. and North Central Expwy                                                  Dillard's           176,259
       Plano, Texas                                                                      J.C. Penney         156,772
                                                                                         Sears               161,742
                                                                                         Mervyn's            97,832
                                                                                                             ---------
                                                                                         Total:              790,083
4      THE PARKS AT ARLINGTON                1988    1,201,000     359,000       29.9%   Foley's             200,000
       NEC IH20 and Cooper Street                                                        Dillard's           260,000
       Arlington, Texas                                                                  J.C. Penney         150,000
                                                                                         Mervyn's            82,000
                                                                                         Sears               150,000
                                                                                                             ---------
                                                                                         Total:              842,000
5      IRVING MALL                           1971    1,128,601     390,305       34.6%   Dillard's           207,359
       Bell Line Road and SH 183                                                         J.C. Penney         176,740
       Irving, Texas                                                                     Foley's             183,012
                                                                                         Mervyn's            77,540
                                                                                         Sears               93,645
                                                                                                             ---------
                                                                                         Total:              738,296
6      RIDGMAR MALL                          1976     1,500,00     804,014       53.6%   Dillard's           199,000
       IH 30 AND SH 183                                                                  J.C. Penney         203,407
       Fort Worth, Texas                                                                 Sears               173,579
                                                                                         Nieman-Marcus       120,000
                                                                                                             ---------
                                                                                         Total:              695,986
7      NORTHPARK CENTER**                    1965    1,600,000     784,466       49.0    Dillard's           299,543
       N. Central Expwy. & Northwest Hwy.                                                J.C. Penney         176,686
       Dallas Texas                                                                      Lord & Taylor       125,482
                                                                                         Nieman-Marcus       213,823
                                                                                                             ---------
                                                                                         Total:              815,534
8      GALLERIA MALL                         1982    1,391,468     670,893       48.2%   Macy's              242,692
       13350 Dallas Parkway                                                              Marshall Field's    155,063
       Dallas, Texas                                                                     Saks Fifth Avenue   108,335
                                                                                         Nordstrom's         214,485
                                                                                                             ---------
                                                                                         Total:              720,575
AVERAGE/TOTAL                                       10,604,620   4,264,249       40.2%



<CAPTION>
                                                                              TRADE AREA
        DISTANCE           COMPETITIVE      ESTIMATED     AVG. SALES ----------------------------
NO.     FROM SUBJ.             STANCE        OCCUPANCY     PER SQ/FT   POPULATION*   AVG. HH INC.*
- ---     ----------             ------        ---------     ---------   -----------   -------------
<S>   <C>                        <C>           <C>              <C>         <C>           <C>
1      5 plus and minus  Miles     Indirect            90%          $301        437,500       $56,400
           (East)
2     15 plus and minus  Miles     Indirect            97%          $235        356,000       $62,800
           (East)
3     20 plus and minus  miles     Indirect          N/A            N/A         268,231       $70,424
           (East)
4     20 plus and minus  Miles     Indirect            96%          $300        406,600       $49,000
          (South)
5      5 plus and minus  Miles     Indirect            90%          $270        530,980       $61,608
          (South)
6     35 plus and minus  Miles     Indirect          N/A            N/A         337,451       $50,000
      (Southwest)
7     20 plus and minus  Miles     Indirect            92%          $400        400,000       $73,000
      (Southeast)
8     15 plus and minus  Miles     Indirect            87%          $425       4,000.000      $50,000
      (Southeast)
AVERAGE/TOTAL                                          92%          $322        842,095       $59,154
</TABLE>

*-- These statistics are based on data published in the Directory of Major
    Malls.
**--Reportedly, this property is adding a Foley's in 1999 and a Nordstrom's in
    2002.





<PAGE>

                                                        TRADE AREA ANALYSIS
- ------------------------------------------------------------------------------

    The subject property also competes to a certain extent with the numerous
outlet centers situated in North Texas. The most prominent outlet centers
include The Southwest Factory Outlet located approximately 75 miles south of
Dallas Fort Worth, between Dallas and Waco, along Interstate Highway 35. This
property includes approximately 200,000 square feet and was built in phases
between 1989 and 1991. Gainesville Factory Shops is a 315,000 square foot
facility situated approximately 40 miles north of the Metroplex in Gainesville,
Texas. This center is also located along the Interstate Highway 35 corridor.
Denton Factory Shops are situated approximately 30 miles north of the Metroplex
along IH 35 and were built in 1992. The property is approximately 130,000
square feet in size with additional phases planned in the future. Smaller
outlet centers are also located in Terrell, just east of the Metroplex, and in
Sulphur Springs to the northeast.

DALLAS AREA SALES POTENTIAL

    The Dallas metro area is one of the 20 most important retail markets in the
country, according to a recent survey of buying power by Sales and Marketing
Management Magazine. The Dallas metro's Buying Power Index was ranked 11th
among the 320 metropolitan areas included in the survey. 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 Dallas area ranked 11th in the country in terms of
population and 10th in terms of total effective buying income and retail sales.

    A comparison is made of the Dallas MSA and State of Texas as shown in the
following.

================================================
              RETAIL SALES ($000)
================================================
                DALLAS/FORT
                 WORTH MSA      STATE OF TEXAS
================================================
    1990        $34,245,048      $120,458,993
- ------------------------------------------------

    1995        $44,264,554      $165,526,050
- ------------------------------------------------
    2000        $55,829,647      $212,284,497
 Projections
- ------------------------------------------------
  Compound
Annual Growth      +5.27%           +6.56%
  1990-1995
- ------------------------------------------------
  Projected
  Compound         +4.75%           +5.10%
Annual Growth
 1995-2000
- ------------------------------------------------
Source: Sales & Marketing Management
================================================

    Sales within the Dallas/Fort Worth MSA increased at a compound annual rate
of 5.27 percent from 1990 to 1995, a slightly lower rate of increase versus the
state of Texas as a whole, which has posted a compound annual increase in
retail sales between 1990 and 1995 of 6.56 percent. Between 1995 and 2000,
sales in the D/FW area are expected to continue at a fairly strong pace, but at
slightly lower levels than posted in the first half of the decade. As was the
case in the first half of the 1990s, sales growth is expected to fall below the
sales growth for the state, as a whole, in the last half of the decade.



                                     -54-
<PAGE>

                                                        TRADE AREA ANALYSIS
- ------------------------------------------------------------------------------

CONCLUSION

    The Dallas/Fort Worth commercial sector is geared towards the local and
regional populations. The local area benefits from the excellent freeway
access. The subject trade area, as measured by the 40 mile circle around the
subject, comprises a significant target market for retailers and service
providers. The subject trade area has experienced significant population growth
over the past several years. The interior portions of the trade area has
household and per capita incomes higher than the corresponding figures for the
Dallas/Fort Worth population.

    The subject property represents a major new development within the
Dallas/Fort Worth and North Texas area. The local area contains a significant
concentration of regional-serving commercial developments and/or facilities,
including Dallas/Fort Worth International Airport, the significant
concentration of hotels situated near the airport, and a relatively large
inventory of industrial and office properties. The completion of the subject
1.24 million square foot value-oriented shopping center is expected to enhance
the area's role as a center for commerce in the Dallas/Fort Worth area.

    Within the competitive retail market, the subject is expected to encounter
significant competition for the discretionary spending of the local and
regional population. The overall area has an existing inventory of regional or
super-regional malls, and outlet centers which have captured an important share
of retail spending in the region. However, the subject represents a relatively
unique development due to its size, the quality of the shopping environment,
and the value-orientation of the anchor and specialty stores. The subject's
urban location provides a distinct competitive advantage over the existing
outlet centers in distant locations such as Gainesville, Terrell, and
Hillsboro.

    From 1990 to 1995, retail sales in the Dallas/Fort Worth MSA increased at
an average rate of 5.27 percent per year. Information provided by Equifax
National Decision Systems indicates that the pace of population growth,
household formations, and household income growth will continue at a relatively
healthy pace from 1998 to 2003. As a result, the subject development appears to
be well-positioned to capture a significant share of increased consumer
spending.

MARKETABILITY AND MARKETING PERIOD

    In this section, we consider the potential market appeal, marketability and
demand for a center like the subject in light of the current real estate
investment market. As discussed elsewhere in this report, the subject involves
an enclosed single-level retail mall anchored by 16 major stores. The combined
mall GLA totals approximately 1.24 million square feet.

    We have considered the potential market demand and investor risk in our
analysis and valuation of the subject property through our selection of
investment parameters, growth rates, and various assumptions employed. In our
analysis, we have attempted to reflect current market conditions and investor
criteria. Most of the shopping center properties which have been offered for
sale at a reasonable price, have sold within twelve months exposure to the open
market or less. Properties for which seller expectations of value exceed the
market's perception have required more extended marketing periods and have
generally sold at below the initial asking price, or have been pulled off the
market. A reasonable price is defined as that price which offers a sufficient
return to the investor relative to the demand for and the risk associated with
the property.



                                     -55-
<PAGE>


                                                        TRADE AREA ANALYSIS
- ------------------------------------------------------------------------------

    These returns vary widely in the current market depending on the particular
investment, its occupancy level, the surrounding demographics, and upside or
downside of the income stream.

    The subject is an excellent quality entertainment and value-oriented center
which represents a strong barrier to future competitive development. The
subject's primary trade area has a current population of approximately
4,379,915 people and is projected to experience steady population and household
growth in the foreseeable future. We believe that if the subject were offered
for sale, it would represent an important investment opportunity for a well
positioned center. Based on the above, it is our estimate that a market sale of
the subject property should be realized within twelve months exposure on the
market.



                                     -56-
<PAGE>




                               [MAP OF SITE PLAN]



<PAGE>

                                                       PROPERTY DESCRIPTION
- ------------------------------------------------------------------------------

SITE DESCRIPTION

    Location:                 The subject property is located at the northwest
                              corner of State Highway 121 and State Highway 26
                              in Grapevine, Tarrant County, Texas.

    Shape:                    Irregular. A site plan is included on the facing
                              page visually depicting the shape of the
                              property.

    Land Area:                131.823 acres or 5,742,210 square feet

    Frontage:                 The overall mall development tract of which the
                              subject forms a part has frontage along SH 26,
                              Grapevine Parkway/FM 2499 and Anderson-Gibson
                              Road. Mall ring roads provide access within
                              the development.

    Topography:               Generally level and at street grade

    Street Improvements:      State Highway 121 is a bi-directional,
                              multi-lane, limited access freeway. Even though
                              State Highway 26 is a bi-directional, four-lane
                              highway, it is smaller in scope versus SH 121.
                              Grapevine Parkway/FM 2499 is a multi-lane,
                              bi-directional neighborhood street extending
                              northward from State Highway 121. Lastly,
                              Anderson-Gibson Road is a multi-lane, divided
                              street.

    Soil Condition:           We did not receive or review a soil report.
                              However, we assume that the soil's load-bearing
                              capacity is sufficient to support the existing
                              structures. We observed no evidence to the
                              contrary during our physical inspection of the
                              property. The tract's drainage appears to be
                              adequate.

    Utilities:                All utilities, including electricity, water,
                              sewer, natural gas and telephone, are currently
                              available to the site.

      Water:                  Water service is provided by the City of
                              Grapevine.

      Sewer:                  Sewer service is also provided by the City of
                              Grapevine.

      Electricity:            Electricity is provided by TU Electric.

      Natural Gas:            Natural Gas is provided by Lone Star Gas Company.

      Telephone:              Telephone service is provided by GTE.

    Access:                   Access to the improvements is provided via
                              numerous entrances roads from the surrounding
                              streets including Grapevine Parkway/FM 2499,
                              State Highway 26, and Anderson-Gibson Road.


                                     -57-
<PAGE>

                                                       PROPERTY DESCRIPTION
- ------------------------------------------------------------------------------

                              The overall access to and from the subject site
                              is very good due to its location at the
                              intersection of State Highway 121 and State
                              Highway 26, as well as the presence of nearby
                              Interstate Highway 635 (LBJ Freeway) and State
                              Highway 114.

    Land Use Restrictions:    We were provided with a copy of a title insurance
                              dated July, 10, 1996 by First American Title
                              Insurance Company. Additionally, we were provided
                              surveys of the subject site. These instruments
                              indicate several utility easements along the
                              periphery of the site. However, they are
                              considered typical and do not adversely affect
                              the development of the subject. We observed no
                              other evidence of easements, encroachments, or
                              restrictions that would potentially affect the
                              site's usage. However, these issues are beyond
                              the scope of an appraisal assignment.

    Flood Hazard:             According to Community Panel No. 480598-0010-B,
                              revised November 17, 1982, the subject property
                              is located in Zone X, which is outside of the
                              100-year floodplain. Thus, flood insurance is not
                              required.

    Site Improvements:        The property consists of a 1,241,769 square foot
                              entertainment and value-oriented, enclosed mall.
                              The property's construction consists of a
                              concrete slab with steel framing and a painted
                              dryvit exterior. Construction of the property was
                              complete in 1997. The layout of the facility is a
                              large oval or racetrack with the majority of the
                              major tenants situated along the perimeter.

    Toxic Waste:              According to a Phase I Environmental Site
                              Assessment prepared by Law Engineering, the
                              subject is free from any toxic waste pollution or
                              other environmental hazards. Since we are not
                              experts in this field, we have specifically
                              relied on this study for the final determination
                              of this condition.

    Comments:                 The site has very good access and visibility due
                              to its location along State Highway 121 and State
                              Highway 26. Overall, the site is considered well
                              suited for its current use.



                                     -58-
<PAGE>




                               [GRAPHIC OF MAP]





<PAGE>


                                                       PROPERTY DESCRIPTION
- ------------------------------------------------------------------------------

DESCRIPTION OF THE IMPROVEMENTS

    The property consists of a 1,240,971 square foot entertainment and
value-oriented, enclosed mall. As presently configured, the property includes
16 major or anchor tenants (based on management's classifications), although
plans include adding up to five more major tenants as demand requires. The
major tenants include retail outlets and entertainment facilities (a 30 screen
movie theater, a theme restaurant, and a gameworks/arcade). The property's
construction consists of a concrete slab with steel framing and a painted
dryvit exterior. Construction of the property was complete in 1997. The layout
of the facility is a large oval or racetrack with the majority of the anchors
situated along the perimeter.

    The data summarized below was obtained through our physical inspection of
the facility and conversations with management.

    Year Built:               1997

    Total Mall Area (GLA):    1,241,769 square feet

    Gross Leaseable Area:     The following area data is based on a
                              rent roll provided by management.

                               ==========================================
                                 COMPONENTS         GLA      ALLOCATION
                               ==========================================
                                Anchors        699,303+/- SF      56.4%
                               ------------------------------------------
                                In Line Shops  511,394+/- SF      41.4%
                               ------------------------------------------
                                Food Court      11,532+/- SF       0.9%
                               ------------------------------------------
                                Restaurants     16,158+/- SF       1.3%
                               ------------------------------------------
                                Kiosks           2,584+/- SF       0.0%
                               ------------------------------------------
                                TOTAL        1,240,971+/- SF     100.0%
                               ------------------------------------------

    Building Height:          One story

    Gross Floor Area to
      Land Area Ratio(Owned
      Mall to Owned Land Area):     0.216 to 1

Construction Detail

    Foundation:               Steel reinforced concrete slab

    Framing:                  Steel framing including steel truss girders, bar
                              joists, and steel column supports

    Exterior Walls:           Painted dryvit exterior

    Ceiling Heights:          Varies

    Floors:                   Flooring throughout the project is concrete.


                                     -59-
<PAGE>

                                                       PROPERTY DESCRIPTION
- ------------------------------------------------------------------------------


    Roof Structure/Cover:     The roof is an asphalt membrane system over metal
                              deck with steel supports. Skylights are situated
                              in various areas throughout the facility
                              providing natural light to the common areas.

    Windows:                  Glass windows in aluminum frames

    Pedestrian Doors:         Exterior pedestrian doors are glass in aluminum
                              frames at the main entrances. Metal security
                              doors provide access to the mall in most
                              secondary entrances.

    Mall Entrances:           The mall has six main entrances into the enclosed
                              shopping area, each of which is designed and/or
                              styled in a distinct theme (or neighborhood) in
                              order to aid the customers in locating the
                              appropriate parking fields. The themes
                              incorporated into the entrances include a
                              tornado, a bluebonnet, a vineyard, the American
                              and Texas flag, a football, and a
                              media/entertainment theme. In each neighborhood,
                              large video screens feature advertisements
                              displaying the merchandise offered by retailers
                              within the area. The advertisements are created
                              by the center's in-house media group which works
                              directly with the mall store operators in the
                              filming/production of the featured
                              advertisements. The advertisements have an audio
                              component which is audible through the center's
                              audio system. It is noted that several of the
                              larger major stores have exterior entrances. The
                              exterior main mall entrances consist primarily of
                              numerous glass doors in aluminum frames.

    Service Areas:            Service for the mall is provided by service
                              courts located along the periphery of the
                              development. Additionally, an underground tunnel
                              is available to provide service to the core areas
                              of the mall.

Mechanical Detail
    Heating and Cooling:      Grapevine Mills is heated and cooled via roof-top
                              HVAC package units. The common area is served by
                              85 units, and each tenant has one or more units
                              serving each respective suite.

    Electrical Service:       Electrical service is considered adequate for the
                              existing occupancy and is assumed to meet code.

    Plumbing Service:         Assumed to meet code

    Fire Protection:          The mall is fully sprinklered.



                                     -60-
<PAGE>

                                                       PROPERTY DESCRIPTION
- ------------------------------------------------------------------------------

    Security:                 The mall is equipped with extensive security
                              features including numerous surveillance cameras,
                              roof and back-of-the-house door monitoring, and
                              on-site security guards. Furthermore, a Grapevine
                              Police Substation is located within the facility.

Interior Detail
    Layout:                   The mall is configured into an oval or racetrack
                              design with the majority of the major stores
                              located on the periphery. Some in-line space is
                              located between the major tenants on the outside
                              walls, but the majority is situated in the core
                              areas. Two major tenants reside in the center of
                              the core area. These stores provide the only
                              means for customers to pass through the core
                              retail areas without walking around the
                              periphery.

    Floor Covering:           The common area hallways have wood, carpet, and
                              stained concrete floors. The floor coverings vary
                              based on the neighborhood area. A mixture of
                              carpet, vinyl, tile, and/or wood is located in
                              the tenant suites.

    Interior Walls:           Steel-framed partitions with painted and textured
                              or vinyl-covered gypsum board

    Ceilings:                 The mall common areas have unfinished ceilings
                              resulting in painted, exposed structural steel
                              throughout the complex. Tenant suites vary from
                              unfinished ceilings to acoustical tile in a metal
                              grid system.

    Lighting:                 Lighting is a largely incandescent fixtures in
                              the common area corridors and fluorescent
                              fixtures in most tenant suites. Again, skylights
                              are present in various areas of the mall allowing
                              for some natural lighting.

    Restrooms:                The mall common area has six sets of public
                              restrooms scattered throughout the property. Each
                              tenant suite also has a set of restrooms.

Site Improvements
    On-Site Parking:          Parking is provided by 8,724 surface parking
                              spaces on the asphalt lots surrounding the mall.

    Landscaping:              Landscaping consists of trees, bushes, shrubs,
                              and grass.


                                     -61-
<PAGE>


                                                       PROPERTY DESCRIPTION
- ------------------------------------------------------------------------------

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

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

Comments:                     The quality of the subject improvements is rated
                              as excellent, and the layout is considered
                              functional and conducive to a regional mall.
                              Although only a year old, the property has been
                              well maintained. No major items of deferred
                              maintenance were noted by management

                              The subject improvements are approximately one
                              year old. The normal physical life expectancy for
                              a shopping mall of this type is 45 to 50 years.
                              Our estimate of effective age is equivalent to
                              the chronological age, thus the estimated
                              remaining physical life is between 44 and 49
                              years.


                                     -62-
<PAGE>


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

    The subject property is under the taxing jurisdictions of the City of
Grapevine, Tarrant County, and the Grapevine/Colleyville Independent School
District. Taxes are levied against all real property in this locale for the
purpose of providing funding for the various municipalities. The amount of ad
valorem taxes is determined by the current assessed value for the property in
conjunction with the total combined tax rates of the taxing jurisdiction. In an
effort to project the future tax liability for the subject property, we have
analyzed the current tax rates and the assessment of the property.

TAX RATES

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

=========================================================================
                  TAX RATES PER $100 OF ASSESSED VALUE
=========================================================================
                                         1987       1992        1997
          TAXING AUTHORITY             TAX RATE   TAX RATE    TAX RATE
=========================================================================
  Tarrant County                      $0.26050   $0.54490    $0.556596
  City of Grapevine                   $0.44000   $0.42500    $0.405000
  Grapevine/Colleyville I.S.D.        $0.85000   $1.39000    $1.537790
- -------------------------------------------------------------------------
  TOTAL                               $1.55050   $2.35990    $2.499386
=========================================================================


    As the preceding chart indicates, the tax rates affecting the subject
property have increased by approximately 1.2 percent per year (compounded) over
the past five years (since 1992) but 4.9 percent per year (compounded) over the
past ten years (since 1987). Although not shown, the tax rates actually
decreased by 0.4 percent from 1996 to 1997.

    The substantial increases that have occurred in tax rates over the past ten
years (principally between 1986 and about 1993) were a result of declining real
estate values and the corresponding county tax base (due to the real estate
recession), but also (between 1990 and 1992) because of a controversial school
finance bill enacted by the Texas Legislature. With the statewide school
funding issues apparently settled, coupled with the current economic recovery
(and the corresponding increases in county tax base), tax rate increases have
moderated quite dramatically over the past few years. In fact, they have
actually declined in many instances. As a result, we anticipate that any near
term tax rate increases will be more moderate rather than the historical
pattern of the past ten years. Tax rates should rise very modestly over the
next couple of years, if the total tax base continues to increase as it has
most recently.

TAX ASSESSMENT

    The Tarrant County Appraisal District establishes the assessed value on
real property for all of the previously noted taxing jurisdictions. By state
law, the appraisal district is required to re-evaluate all real property every
three years. The subject property's parcel identification number is 06886027.
The preliminary 1998 assessment for the subject follows:



                                     -63-
<PAGE>
                                        REAL PROPERTY TAXES AND ASSESSMENTS
- ------------------------------------------------------------------------------

================================
                  PRELIMINARY
                     1998
================================
Land            $ 22,418,232
Building        $117,664,681
- --------------------------------
TOTAL           $140,082,913
================================

    The tract of land comprising the subject was purchased as a part of a
larger transaction in late 1996. Prior to 1997, the property was assessed as
vacant land. As of January 1, 1997, the development process had begun, but the
mall was reportedly approximately 10 percent complete, at least according to
the Tarrant County Appraisal District records. As such, the assessed value in
1997 represented only a portion of the market value of the property and was not
included in our chart. In 1998, the property was fully operational, and the
preliminary 1998 value is $140,082,913.

    In an effort to evaluate the fairness of the current assessed value and
future prospects for a change in the assessment, we have

    o    Compared the assessment to the market value estimate concluded in this
         report, and

    o    Considered the potential for future changes in the assessed value of
         the subject brought about by changing occupancies, lease rates, and
         hence, value.

    In many cases, we would compare the subject's assessment to assessments of
similar mall properties in the county. In this case, Grapevine Mills is
somewhat atypical in terms of area malls in that it is the only recent
construction in the Metroplex, and the construction itself is not the standard
mall development. As such, tax comparables are less than ideal for the
analysis.

    The assessed value for the subject, as established by the Tarrant County
Appraisal District, is technically suppose to represent 100 percent of the
market value for the property. In this case, the preliminary 1998 assessment is
well below the market value estimate for the property set forth in this report
at about 60 percent. In reality, although assessed values are suppose to
represent 100 percent of market value, we typically see assessed values falling
in a range of 70 to 90 percent of market values. Based on this factor, we
believe the 1998 assessed value is slightly low, and we have projected an
increase in the assessed value of 70.0 percent of our market value conclusion
in 1999 or $165,000,000.

AD VALOREM TAX CONCLUSIONS

    Applying the preliminary 1998 assessment for the property to our the
projected 1998 tax rate of $2.54937372 (the 1997 tax rate of $2.499386 grown at
two percent), the combined tax burden for 1998 will be $579,243. Thus, our Year
One tax burden for the subject is calculated as follows:

=====================================================
$135,238,250 x  $2.5493737 x  /  100  =    $3,447,728
=====================================================

    Applying the projected 1999 assessment for the property to our the
projected 1999 tax rate of $2.6003612 (the 1997 tax rate of $2.499386 grown for
two years at two percent), the combined tax burden for 1999 will be $4,290,596.
Thus, our Year Two tax burden for the subject is calculated as follows:



                                     -64-
<PAGE>

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

=====================================================
$135,238,250 x  $2.6003612 x  /  100  =    $4,290,596
=====================================================

    Subsequent to 1998, we expect the tax burden to increase similar to the
rate of inflation which we forecast at 3.5 percent per annum.




















                                     -65-
<PAGE>

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

    Although the Grapevine zoning maps indicate the subject site is zone HCO,
the maps are in the process of being updated as of the date of this writing.
According to Grapevine city officials, the subject property is actually zoned
CC (Community Commercial)), under the City of Grapevine's zoning ordinance. On
October 17, 1995, the subject's zoning was changed from HCO to CC. The purpose
of the CC district is to provide locations for general commercial uses
representing various types of retail trade, businesses, services and planned
commercial centers that serve a community or regional area. This district is
intended for community and regional shopping centers as well as clusters of
commercial uses that draw from areas past the immediate neighborhood. Uses
include, but are not limited to, a vast array of commercial/retail businesses
including service uses, institutional and community service uses,
hotels/motels, office uses, recreational uses, residential uses, retail and
personal service uses, transportation uses, utility and public service uses.

    Significant constraints imposed by the CC classification include:

Minimum Lot Size:                   30,000 square feet

Minimum Open Space:                 20 percent

Maximum Building Coverage:          60 percent

Maximum Impervious Coverage:        80 percent

Minimum Lot Width:                  120 feet

Minimum Lot Depth:                  120 feet

Setbacks:

                                    Front:
                                    25 feet
                                    Side: 
                                    20 feet
                                    Rear:
                                    25  feet;   except  when   adjacent  to  a
                       residential  district  in  which  case the distance  
                       shall be increased two times the height of the tallest 
                       building on the lot.

                       Minimum Distance Between Buildings: 
                                                  40 feet

                       Maximum Building Height:  50 feet except when located 
                       adjacent to a residential  area (zoned  R-20,  R-12.5 or
                       R-7.5) in which  case it will be one story not to exceed
                       25 feet.



                                     -66-
<PAGE>









                            [GRAPHIC OF ZONING MAP]


<PAGE>

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

                         Minimum Off-Street Parking: For regional malls the
                         parking minimum is five spaces per 1,000 square feet
                         of GLA. In addition, other uses such as theaters,
                         restaurants, etc. have varying requirements.

    Based on the above information and our interpretation of the zoning
requirements, the improvements appear to comply with all of the constraints
imposed by the CC classification. Additionally, in conversations with Tommy
Hardy (the Director of Development with the City of Grapevine) before the
property was built, the proposed improvements complied with the zoning
regulations. However, it is noted that we are not experts in the interpretation
of complex zoning ordinances, but the property appears to be a conforming use
based on our review of public information. Nevertheless, the determination of
compliance is beyond the scope of a real estate appraisal.

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








                                     -67-
<PAGE>


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

HIGHEST AND BEST USE OF SITE, AS THOUGH VACANT

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

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

    In evaluating the site's highest and best use, as though vacant, the use
must be (1) legally permissible, (2) physically possible, (3) financially
feasible, and (4) maximally productive.

    The first criteria for determining the highest and best use relates to
legally permissible uses. Under the existing commercial zoning classification,
a wide variety of commercial, retail and office development options are
possible for the subject property. Therefore, based solely on the legally
permissible possibilities, it appears that a wide variety of uses are possible.

    The second criteria is what is physically possible. The overall mall site
is irregular in shape and contains over 200 acres. Approximately 33.505 acres
of land is reserved for future development and 36.34 acres is reserved for
outparcel development and is not included in this analysis. Therefore, the net
acreage for the mall itself equals 131.823 acres. All in all, the subject site,
although irregular in shape, is well suited for a variety of development
alternatives. The site has adequate frontage and depth, and it is conducive to
a variety of development options. As is evident from the Property Description
section of this report, the site's soil, topography, availability of utilities,
and other general physical attributes are adequate for most types of
development. Furthermore, we observed no evidence of toxic waste or soil
contaminants during our physical inspection, and based on a review of a Phase I
environmental report prepared by Law Engineering, we have specifically assumed
that the site is free of any environmental problems.

    The third and fourth criteria of the highest and best use, as though
vacant, are financial feasibility and maximum productivity. These requirements
may be addressed in tandem.

    The subject site is located at the intersection of State Highway 121 and
State Highway 26 in an area that is largely undeveloped. However, as mentioned
previously, the Dallas/Fort Worth metropolitan area is rapidly continuing to
expand in a northward direction. As such, communities such as Grapevine,
Colleyville, Irving, Coppell, Flower Mound, and Lewisville are experiencing
strong growth. Even though the immediate area is largely undeveloped at this
juncture, the accessibility of the subject tract, from both the immediate
neighborhood as well as various points throughout the Dallas/Fort Worth
metropolitan area, is very good due to the presence of the well designed
highway system. More specifically, State Highway 121, a major regional freeway,
is located adjacent to the subject. In addition, the subject is very near
Interstate Highway 635.



                                     -68-
<PAGE>


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

    Generally speaking, the surrounding development tends to heavily influence
the highest and best use of a site. As mentioned, the subject site is situated
in an area that is largely undeveloped. Land use in the general area is
primarily vacant land, development associated with mall outparcels, and some
industrial use in the more general area to the north and east. However,
Grapevine in general is a growing bedroom community with commercial development
continuing to take place to support the residential development in the area.

    Based upon the subject's location at the intersection of two major
thoroughfares and the resulting vehicular traffic, plus the property's access
and visibility and its location relative to Dallas/Fort Worth International
Airport, some type of a commercial, retail or industrial oriented use seems
most likely for the site. Residential use would be less likely given the
location of the tract along SH 121 and SH 26.

HIGHEST AND BEST USE OF PROPERTY, AS IMPROVED

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

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

    As noted in the Property Analysis section of this report, the subject site
is improved with a 1,240,971 square foot entertainment and value-oriented
shopping mall and related site improvements that were built in 1997. The
improvements are functional in design and considered to be of good quality as
compared to other retail properties. The property has been adequately
maintained, and its current condition is considered to be excellent. The
subject property is currently performing quite well with strong rental rates
and occupancy over 95 percent as of the date of this writing. Additionally,
retail sales at the property are expected to approach $320 per square foot.
Based on the performance of the property, the subject property, as improved, is
considered capable of providing an adequate return to the land both on an
intermediate and long-term basis. This conclusion is supported by the data and
analysis presented in the balance of this report.

    There is certainly sufficient value in the property, as improved, to negate
any possible redevelopment of the tract for the foreseeable future. This
premise is obviously contingent upon property management utilizing a course of
action which will be conducive to maximizing occupancy and rent levels.
However, it is equally important that the major tenants remain open for
business and the retail synergy of the facility continue. Overall, it is our
opinion that the highest and best use of this site, as improved, is for
continued use as a multi-tenant mall project.



                                     -69-
<PAGE>


                                                         VALUATION PROCESS
- ------------------------------------------------------------------------------

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

IN THE SALES COMPARISON APPROACH, WE PERFORMED THE FOLLOWING STEPS:

    o     Investigated the market for recent sales of similar regional malls;

    o     Analyzed those sales on the basis of the sales price per square foot
          and by using various multipliers methodology; and

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

IN DEVELOPING THE INCOME CAPITALIZATION APPROACH WE:

    o     Studied the rents in effect in the mall's occupied space to estimate
          the potential rental income at market levels;

    o     Studied the recent history of operating expenses at this and
          competing properties to estimate an appropriate level of expenses and
          reserves for replacement;

    o     Reviewed the historical and current occupancy and vacancy statistics
          for the purpose of developing a vacancy and credit loss forecast;

    o     Estimated net operating income and cash flow by subtracting the
          operating, fixed, and other expenses from the effective gross income;
          and

    o     Prepared a discounted cash flow analysis in which the cash flow and
          property value at reversion are discounted to an estimate of current
          market value at a market-derived discount rate. Potential gross
          revenues are estimated based on a modeling of the actual rents and
          recovery provisions in effect through the term of existing leases. As
          the existing leases expire, the space is estimated to rent at the
          then current market rental rate with appropriate allowances for
          downtime. From potential gross revenues, we subtract vacancy and
          expenses (operating, fixed, and other) to arrive at an estimate of
          cash flow over an 11 year forecast.

THE COST APPROACH HAS BEEN OMITTED FROM THIS ANALYSIS FOR A COUPLE OF REASONS:

    First and foremost, we are valuing the leased fee estate. As noted above,
the Cost Approach, as classically presented, does not reflect this interest in
the property. To do so, the appraiser would have to accurately quantify the
difference between the contractual rents and current occupancy of the property
and prevailing market leases (e.g., deal structures that may include
concessions, moving allowances, enhanced work letters, an assumption of an
existing lease obligation, etc.) and a market occupancy (i.e., the absorption
or attrition of vacant and occupied space). On a theoretical level, an
adjustment for any single factor or reasonable combination seems plausible.
However, practically speaking, these factors combined are difficult to measure
and subject to varying interpretation, thus the adjustments to the Cost
Approach become highly subjective.



                                     -70-
<PAGE>


                                                         VALUATION PROCESS
- ------------------------------------------------------------------------------

    Secondly and probably more importantly, market participants rarely use this
approach as a determinant of value. Currently, most investors use only a very
elementary comparison of the purchase price/value to the replacement or
reproduction costs (absent any form of depreciation) as a benchmark in gauging
property acquisitions (i.e., the property is being acquired as a percentage of
replacement costs, say 40 to 50 percent). This comparison provides some
investors an additional level of comfort relative to the price paid, but in
fact, provides no support for market value. While the limited use of the Cost
Approach is not a sufficient reason to eliminate it from consideration, it does
underscore its limited usefulness.

    As a result of all the various pitfalls noted above, we have not included a
Cost Approach to value.

    The appraisal process is concluded by a review and re-examination of each
of the approaches to value that have been employed. Consideration is given to
the type and reliability of data used, and the applicability of each approach.
Finally, the approaches are reconciled and a final value conclusion is
estimated.







                                     -71-
<PAGE>


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


METHODOLOGY

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

     By analyzing sales that qualify as arms-length transactions between
willing and knowledgeable buyers and sellers, market value and price trends can
be identified. Comparability in physical, location, and economic
characteristics is an important criterion when comparing sales to the subject
property. The basic steps involved in the application of this approach are as
follows:

    1.    Research recent, relevant property sales and current offerings
          throughout the competitive marketplace;

    2.    Select and analyze properties considered most similar to the subject,
          giving consideration to the time of sale, change in economic
          conditions which may have occurred since date of sale, and other
          physical, functional, or location factors;

    3.    Identify sales which include favorable financing and calculate the
          cash equivalent price; and

    4.    Reduce the sale prices to a common unit of comparison, such as price
          per square foot of gross leasable area sold;

    5.    Make appropriate adjustments between the comparable properties and
          the property appraised; and

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

     The most widely-used, market-oriented units of comparison for properties
such as the subject are the sale price per square foot of gross leasable area
(GLA) purchased, and the overall capitalization rate extracted from the sale.
This latter measure will be addressed in the Income Capitalization Approach
which follows this methodology. An analysis of the inherent sales multiple also
lends additional support to the Sales Comparison Approach.

MARKET OVERVIEW

     The typical purchaser of properties of the subject's caliber includes both
foreign and domestic insurance companies, large retail developers, pension
funds, and real estate investment trusts (REITs). The large capital
requirements necessary to participate in this market and the expertise demanded
to successfully operate an investment of this type, both limit the number of
active participants and, at the same time, expand the geographic boundaries of
the marketplace to include the international arena. Due to the relatively small
number of market participants and the moderate amount of quality product
available in the current marketplace, strong demand exists for the nation's
quality retail developments.



                                     -72-
<PAGE>



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

     Most institutional grade retail properties are existing, seasoned centers
with good inflation protection. These centers offer stability in income and are
strongly positioned to the extent that they are formidable barriers to new
competition. They tend to be characterized as having three to five department
store anchors, most of which are dominant in the market. Mall shop sales are at
least $300 per square foot and the trade area offers good growth potential in
terms of population and income levels. Equally important are centers which
offer good upside potential after face-lifting, renovations, or expansion. With
new construction down, owners have accelerated their renovation and
remerchandising programs. Little competition from over-building is likely in
most mature markets within which these centers are located. Environmental
concerns and "no-growth" mentalities in communities continue to be serious
impediments to new retail developments.

     Real estate investment remains an important part of many institutional
investors' diversified portfolios. Banks are aggressively competing for
business, trying to regain market share lost to Wall Street, while the more
secure life insurance companies are also aggressively competing in the market.
Furthermore real estate investment trusts (REITs) have helped to provide
liquidity within the real estate market, pushing demand for well-tenanted,
quality properties, particularly regional malls. Currently, REITs are one of
the most active segments of the industry and are particularly attractive to
institutional investors due to their liquidity. However, overbuilding in the
retail industry has resulted in the highest GLA per capita ever (19 square feet
per person). In addition, continued consolidation in certain retail sectors
along with bankruptcy filings among weaker chains has prompted some lenders and
investors to tighten their underwriting criteria. Some investors shun further
retail investment at this time, content that their portfolios have a sufficient
weighting in this segment.

     Nonetheless the market for dominant Class A institutional quality malls is
tight, as characterized by the limited amount of good quality product
available. It is the consensus that Class A property would trade in the 7.0 to
8.5 percent capitalization rate range, with rates below 7.5 percent likely
limited to the top 15 to 20 malls with sales at least $400 per square foot and
good potential for real net income growth. Furthermore, there is a viable
market for the next tier product with cap rates in the 8.5 to 10.0 percent
range. Most of the transaction which have occurred over the last 18 months have
been in this category. Conversely, there are many third tier and lower quality
malls offered on the market at this time. With limited demand from a much
thinner market, cap rates for this class of malls are felt to be in the much
broader 10.0 to 14.0 percent range. Pessimism about the long term viability of
many of these lower quality malls has been fueled by the recent turmoil in the
retail industry.

     To better understand where investors stand in today's marketplace, we have
surveyed active participants in the retail investment market. Based upon our
survey, the following points summarize some of the more important "hot buttons"
concerning investors:



                                     -73-
<PAGE>


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

    1.    OCCUPANCY COSTS - This "health ratio" measure is of fundamental
          concern today. The typical range for total occupancy cost-to-sales
          ratios falls between 10.0 and 15.0 percent. With operating expenses
          growing faster than sales in many malls, this issue has become even
          more important. As a general rule of thumb, malls with sales under
          $250 per square foot generally support ratios of 10.0 to 12.0
          percent; $250 to $300 per square foot support 12.0 to 13.5 percent;
          and over $300 per square foot support 13.5 to 15.0 percent.
          Experience and research show that most tenants will resist total
          occupancy costs that exceed 15.0 to 18.0 percent of sales. However,
          ratios of upwards to 20.0 percent are not uncommon for some higher
          margin tenants. This appears to be by far the most important issue to
          an investor today. Investors are looking for long term growth in cash
          flow and want to realize this growth through real rent increases.
          High occupancy costs limit the amount of upside through lease
          rollovers.

    2.    MARKET DOMINANCE - The mall should truly be the dominant mall in the
          market, affording it a strong barrier to entry for new competition.
          Some respondents feel this is more important than the size of the
          trade area itself.

    3.    STRONG ANCHOR ALIGNMENT - Having at least three department stores
          (four are ideal), two of which are dominant in that market. The
          importance of the traditional department store as an anchor tenant
          has returned to favor after several years of weak performance and
          confusion as to the direction of the industry. As a general rule,
          most institutional investors would not be attracted to a two-anchor
          mall.

    4.    ENTERTAINMENT - Entertainment has become a critical element at larger
          centers as it is designed to increase customer traffic and extend
          customer staying time. This loosely defined term covers a myriad of
          concepts available ranging from mini-amusement parks, to multiplex
          theater and restaurant themes, to interactive virtual reality
          applications. The capacity of regional/ super-regional centers to
          provide a balanced entertainment experience well serve to distinguish
          these properties from less distinctive formats such as power and
          smaller outlet centers.

    5.    DENSE MARKETPLACE - Several of the institutional investors favor
          markets of 300,000 to 500,000 people or greater within a 5 to 7 mile
          radius. Population growth in the trade area is also very important.
          One advisor likes to see growth 50.0 percent better than the U.S.
          average. Another investor cited that they will look at trade areas of
          200,000+/-but that if there is no population growth forecaster in the
          market, a 50+/- basis point adjustment to the cap rate at the minimum
          is warranted.

    6.    INCOME LEVELS - Household incomes of $50,000+ which tends to be
          limited in many cases to top 50 MSA locations. Real growth with
          spreads of 200 to 300 basis points over inflation are ideal.

    7.    GOOD ACCESS - Interstate access with good visibility and a location
          within or proximate to the growth path of the community.



                                     -74-
<PAGE>


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

    8.    TENANT MIX - A complimentary tenant mix is important. Mall shop
          ratios of 35+/- percent of total GLA are considered average with 75.0
          to 80.0 percent allocated to national tenants. Mall shop sales of at
          least $250-$275 per square foot with a demonstrated positive trend in
          sales is also considered to be important.

    9.    PHYSICAL CONDITION - Malls that have good sight lines, an updated
          interior appearance and a physical plant in good shape are looked
          upon more favorably. While several developers are interested in
          turn-around situations, the risk associated with large capital
          infusions can add at least 200 to 300 basis points onto a cap rate.

   10.    ENVIRONMENTAL ISSUES - The impact of environmental problems cannot be
          understated. There are several investors who won't even look at a
          deal if there are any potential environmental issues no matter how
          seemingly insignificant.

   11.    OPERATING COVENANTS - Some buyers indicated that they would not be
          interested in buying a mall if the anchor store operating covenants
          were to expire over the initial holding period. Others weigh each
          situation on its own merit. If it is a dominant center with little
          likelihood of someone coming into the market with a new mall, they
          are not as concerned about the prospects of loosing a department
          store. If there is a chance of loosing an anchor, the cost of keeping
          them must be weighed against the benefit. In many of their malls they
          are finding that traditional department stores are not always the
          optimum tenant but that a category killer or other big box use would
          be a more logical choice.



REGIONAL MALL PROPERTY SALES

     The 11 elements summarized above are all considered important from an
investors prospective. Department stores have also been, and continue to be,
the critical element on the feasibility and long term visibility of a regional
mall. Evidence has shown that mall property sales which include anchor stores
have lowered the square foot unit prices for some comparables, and have
affected investor perceptions. In our discussions with major shopping center
owners and investors, we learned that capitalization rates and underwriting
criteria have become more sensitive to the contemporary issues affecting
department store anchors. Traditionally, department stores have been an
integral component of a successful shopping center and, therefore, of similar
investment quality if they were performing satisfactorily.

     Consolidation has resulted in dramatic changes in this industry and has
witnessed such dominant chains as Federated, Sears, JC Penney, Macy's, and
Dillard's continue to grow through acquisition and a return to profitability.



                                     -75-
<PAGE>


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

     With all this in mind, investors are looking more closely at the strength
of the anchors when evaluating an acquisition. Most of our survey respondents
were of the opinion that they were indifferent to acquiring a center that
included the anchors versus stores that were independently owned if they were
good performers. However, where an acquisition includes anchor stores, the
resulting cash flow is typically segregated with the income attributed to
anchors (base plus percentage rent) analyzed at a higher cap rate then that
produced by the mall shops.

     Cushman & Wakefield has extensively tracked regional mall transaction
activity since 1991. We have summarized the most recent (1997-1998)
transactions on the FOLLOWING PAGES. Historical sales (1991 - 1996) are
retained in our files. These sales are inclusive of good quality Class A or
B+/- properties that are dominant in their market. Also included are weaker
properties in second tier cities that have a narrower investment appeal. As
such, the most recent mall sales (1997/98) presented in this analysis show a
wide variety of prices on a per unit basis, ranging from $21 per square foot up
to $594 per square foot of total GLA purchased. When expressed on the basis of
mall shop GLA acquired, the range is more broadly seen to be $36 to $770 per
square foot. Alternatively, the overall capitalization rates that can be
extracted from each transaction range from 6.90 percent to of 12.77 percent,
with the mean being in the mid-9 percent range.

     One obvious explanation for the wide unit variation is the inclusion (or
exclusion) of anchor store square footage which has the tendency to distort
unit prices for some comparables. Other sales include only mall shop area where
small space tenants have higher rents and higher retail sales per square foot.
A shopping center sale without anchors, therefore, gains all the benefits of
anchor/small space synergy without the purchase of the anchor square footage.
This drives up unit prices to over $250 per square foot, with most sales over
$300 per square foot of salable area.



                                     -76-

<PAGE>

REGIONAL MALL SALES                                                       1997
1997 TRANSACTION CHART
CUSHMAN & WAKEFIELD, INC.




<TABLE>
<CAPTION>
   SALE                                      SALE      YEAR
   NO.            PROPERTY/LOCATION          DATE     BUILT
- --------- -------------------------------- -------- ---------
<S>       <C>                              <C>      <C>
97-1      THE FALLS SHOPPING CENTER         Dec-97   1980/
          Miami, Florida                               96
97-2      NORTHWEST PLAZA S.C.              Dec-97   1965/
          St. Ann, Missouri                            89
97-3      THE CITADEL                       Dec-97   1972/
          Colorado Springs, Colorado                   95
97-4      SALEM MALL                        Dec-97   1980/
(1)       Salem, Oregon                                87
97-5      FASHION MALL                      Dec-97   1973/
(1)       Indianapolis, Indiana                        93
97-6      UNIVERSITY MALL                   Dec-97   1974/
          Tampa, Florida                               96
97-7      MOORESTOWN MALL                   Dec-97   1963/
(5)       Moorestown, New Jersey                       94
97-8      NORTHWEST MALL                    Dec-97    1968
(4)       Houston, Texas
97-9      ALMEDA MALL                       Dec-97    1968
(4)       Houston, Texas
97-10     EASTPOINT MALL                    Dec-97   1956/
          Baltimore, Maryland                          91
97-11     CALPERS PORTFOLIO                 Dec-97
          1) Metrocenter Mall                         1978
             Jackson, Mississippi
          2) Lehigh Mall                             1973/
             Columbus, Mississippi                   91/94
          3) Greenville Mall                         1972/
             Greenville, Mississippi                   86
97-12     SHELL PENSION PORTFOLIO           Nov-97
          1) Glynn Place Mall                         n/a
             Burnswick, Georgia
          2) Valdosta Mall                            n/a
             Valdosta, Georgia
          3) Lakeshore Mall                           n/a
             Gainesville, Georgia
97-13     AETNA PORTFOLIO                   Nov-97
          1) Mall of Abilene                          1979
             Abilene, Texas
          2) Sunset Mall                              1979
             San Angelo, Texas
97-14     VALLEY MALL                       Nov-97   1974/
          Hagerstown, Maryland                         95
97-15     SHOPPING CTR. ASSOC. PORTFOLIO    Nov-97     --
          1) Fox Valley Mall
             Aurora, Illinois
          2) Hawthorn Center
             Vernon Hills, Illinois
97-16     VALLEY HILLS MALL                 Oct-97  1978/96
          Hickory, North Carolina
97-17     COLONIAL PARK MALL                Oct-97  1960/87
          Harrisburg, Pennsylvania
97-18     CROSSROADS OF SAN ANTONIO         Oct-97  1961/87
          San Antonio, Texas



<CAPTION>
                                                                                              MALL       MALL             MALL
   SALE                 GRANTOR/                                   TOTAL         SOLD         SHOP       SHOP   OCCU-     SHOP
   NO.                   GRANTEE                  SALE PRICE        GLA           GLA          GLA      RATIO   PANCY   SALES/SF
- --------- ------------------------------------ --------------- ------------- ------------ ------------ ------- ------- ----------
<S>       <C>                                  <C>             <C>           <C>          <C>          <C>     <C>     <C>
97-1      Heitman Retail Properties/            $156,000,000        825,000     370,000      310,000   37.6%   98.0%      $500
             Taubman Realty Group
97-2           Paramount Group/                 $111,000,000      1,403,811     836,500      403,811   28.3%   84.0%      $275
            Westfield America, Inc.
97-3       Tri State Joint Venture/             $108,000,000      1,094,000     396,000      396,000   36.2%   90.0%      $300
             The Macerich Company
97-4          The Rouse Company/                $ 32,500,000        646,500     212,500      212,500   32.9%   97.0%      $270
(1)             JP Realty Inc.
97-5          Ameresco for Shell                $122,000,000        682,912     682,912      349,222   51.1%   90.0%      $360
(1)              Pension Fund/
             Simon DeBartolo Group
97-6      University Square Partners/           $121,000,000      1,302,752     650,491      412,009   31.6%   81.0%      $260
             Glimcher Realty Trust
97-7                Heitman/                    $ 78,500,000        970,863     764,863      258,000   26.6%   75.0%      $260
(5)            The Rouse Company
97-8           The Rouse Company/               $ 19,725,000        800,250     292,075      276,475   34.5%   78.0%      $200
(4)               San Mall LLC
97-9           The Rouse Company/               $ 19,325,000        806,454     305,979      245,266   30.4%   77.0%      $182
(4)               San Mall LLC
97-10          Eastpoint Mall LP/               $ 81,000,000        862,313     693,344      241,146   28.0%   88.0%      $312
             Shopco Advisory Corp.
97-11        Calpers/ERE Yarmouth/              $ 54,000,000      1,897,185   1,024,507      569,138   30.0%   77.0%      $238
                Coyote Holdings

97-12     Shell Pension Fund Entities/          $ 97,000,000      1,428,401   1,129,120      530,744   37.2%   85.0%      $229
            Colonial Properties Trust
97-13                Aetna/                     $ 43,800,000      1,248,573     742,688      442,285   35.4%   85.0%      $106
           Enterprise Asset Management
97-14     Equitable Prime Property Fund/        $ 31,700,000        664,831     541,431      277,083   41.7%   75.0%      $265
            Crown American Realty Trust
97-15     Shop. Ctr. Assoc.-JMB Group Trust/    $265,000,000      2,736,175   1,134,469    1,054,594   38.5%   87.0%      $293
                Urban Shopping Centers
97-16              Valley Hills LP/             $ 34,600,000        618,152     205,856      205,856   33.3%   89.0%      $301
               General Growth Properties
97-17            Catalina Partners LP/          $ 48,000,000        754,178     386,732      223,735   29.7%   94.0%      $278
                 Glimcher Realty Trust
97-18          Crossroads Mall 1996 LP/         $ 15,000,000        711,231     711,231      176,109   24.8%   83.0%      $137
                    Red Oak Realty



<CAPTION>
                                   CAPITALIZATION RATES               UNIT RATE COMPARISON
                                   --------------------             ------------------------
   SALE                             GOING-IN  TERMINAL               PRICE/GLA   PRICE/MALL    SALES
   NO.          NOI        NOI/SF     OAR        OAR        IRR      PURCHASED    SHOP GLA    MULTIPLE
- --------- -------------- --------- --------- ---------- ----------- ----------- ------------ ---------
<S>       <C>            <C>       <C>       <C>        <C>         <C>         <C>          <C>
97-1       $12,090,000    $32.68      7.75%        --          --       $422        $503        1.01
97-2       $11,000,000    $13.15      9.91%        --          --       $133        $275        1.00
97-3       $ 8,700,000    $21.97      8.06%        --          --       $273        $273        0.91
97-4       $ 3,168,750    $14.91      9.75%        --          --       $153        $153        0.57
(1)
97-5       $10,300,000    $15.08      8.44%        --          --       $179        $349        0.97
(1)
97-6       $11,495,000    $17.67      9.50%        --          --       $186        $294        1.13
97-7       $ 7,850,000    $10.26     10.00%        --          --       $103        $304        1.17
(5)
97-8       $ 2,400,000    $ 8.22     12.17%        --          --       $ 68        $ 71        0.36
(4)
97-9       $ 2,400,000    $ 7.84     12.42%        --          --       $ 63        $ 79        0.43
(4)
97-10      $ 8,006,400    $11.55      9.88%     10.00%      12.25%      $117        $336        1.08
97-11      $ 6,560,000    $ 6.40     12.15%        --          --       $ 53        $ 95        0.40
97-12      $ 9,409,000    $ 8.33      9.70%        --          --       $ 86        $183        0.80
97-13      $ 4,599,000    $ 6.19     10.50%        --          --       $ 59        $ 99        0.93
97-14      $ 3,170,000    $ 5.85     10.00%        --          --       $ 59        $114        0.43
97-15      $22,000,000    $19.39      8.30%      8.50%      11.25%      $234        $251        0.86
97-16      $ 3,287,000    $15.97      9.50%        --          --       $168        $168        0.56
97-17      $ 4,800,000    $12.41     10.00%        --          --       $124        $215        0.77
97-18      $ 1,500,000    $ 2.11     10.00%        --          --       $ 21        $ 85        0.62
</TABLE>

                                        Page 1
<PAGE>

REGIONAL MALL SALES                                                       1997
1997 TRANSACTION CHART
CUSHMAN & WAKEFIELD, INC.




<TABLE>
<CAPTION>
   SALE                                      SALE      YEAR                  GRANTOR/
    NO.           PROPERTY/LOCATION          DATE     BUILT                  GRANTEE
- ---------- ------------------------------- -------- --------- -------------------------------------
<S>        <C>                             <C>      <C>       <C>
97-19      THE OAKS MALL                    Sep-97   1978/            Prudential Insurance/
           Gainesville, Florida                      84/95          General Growth Properties
97-20      WESTROADS MALL                   Sep-97   1968/            Prudential Insurance/
           Omaha, Nebraska                             95         General Growth/Ivanhoe, Inc.
97-21      REGENCY SQUARE                   Sep-97   1975/            Prudential Insurance/
           Richmond, Virginia                          87             Taubman Realty Group
97-22      SPRINGDALE MALL                  Sep-97   1960/                    Cigna/
           Mobile, Alabama                             88        CBL Associates Properties, Inc.
97-23      STONEWOOD CENTER MALL            Aug-97   1958/             Hughes Investments/
  (1)      Downey, California                          90             The MaceRich Company
97-24      SAN FRANCISCO CENTER             Aug-97    1988       U.S. Power San Francisco, Inc./
  (1)      San Francisco, California                                 Urban Shopping Centers
97-25      DADELAND MALL                    Aug-97   1962/          Equitable Life Assurance/
  (2)      Miami, Florida                              91             Simon DeBartolo Group
97-26      VISALLA MALL                     Jul-97   1963/           Cigna Investments, Inc./
           Visalla, California                         95                JP Realty Inc.
97-27      WEST TOWN MALL                   Jul-97   1972/          Jaguar/RREEF USA Fund II/
  (2)      Knoxville, Tennessee                        96             Simon DeBartolo Group
97-28      MAZZA GALLERIE                   Jun-97    1977       5300 Wisconsin JV (Prudential)/
           Chevy Chase, Maryland                              City Center Retail Trust (McCaffery)
97-29      DAKOTA SQUARE                    Jun-97  1980/88    Equitable Life Prime Property Fund/
  (3)      Minot, North Dakota                                      Concordia LLC (O'Connor)
97-30      TRI-COUNTY MALL                  Jun-97  1960/90    Equitable Life Prime Property Fund/
  (3)      Springfield, Cincinnati, Ohio                            Concordia LLC (O'Connor)
97-31      SOUTHDALE CENTER                 Jun-97   1956/     Equitable Life Prime Property Fund/
  (3)      Edina, Minnesota                            91           Concordia LLC (O'Connor)
97-32      TOWN EAST MALL                   Jun-97   1971/           Atlantic Freeholds II/
  (2)      Dallas, Texas                               86        General Growth Properties, Inc.
97-33      EDEN PRAIRIE CENTER              Jun-97   1976/              GGP/Homart, Inc./
  (2)      Eden Prairie, Minnesota                     89        General Growth Properties, Inc.
97-34      SILVER LAKE MALL                 Jun-97    1989           Silver Lake Mall Ltd./
           Coeur D'Alene, Idaho                                          JP Realty Inc.
97-35      SOUTHLAKE MALL                   Jun-97  1976/95         Southlake Retail Venture/
           Morrow, Georgia                                          General Growth Properties
97-36      WHEATON PLAZA                    May-97   1960/              Gudelsky Family/
  (2)      Wheaton, Maryland                           92               Westfield America
97-37      BROOKWOOD VILLAGE MALL           May-97   1973/          Berkshire Realty Company/
           Birmingham, Alabama                         91           Colonial Properties Trust
97-38      TOWNE MALL                       May-97   1985/         Heitman Retail Properties/
           Elizabethtown, Kentucky                     90                Towne Mall LLC
97-39      SECURITY SQUARE                  May-97   1972/        Security Square Associates/
           Baltimore, Maryland                         86          Mountain Development Corp.
97-40      CENTURY PLAZA                    May-97   1975/           Century Plaza Company/
           Birmingham, Alabama                         95           General Growth Properties



<CAPTION>
                                                       MALL       MALL                    MALL
   SALE                        TOTAL       SOLD        SHOP       SHOP       OCCU-        SHOP
    NO.       SALE PRICE        GLA         GLA        GLA        RATIO      PANCY      SALES/SF        NOI         NOI/SF
- ---------- --------------- ------------ ---------- ----------- ---------- ---------- ------------- ------------- -----------
<S>        <C>             <C>          <C>        <C>         <C>        <C>        <C>           <C>           <C>
97-19       $116,000,000      909,120     771,392    351,199       38.6%       96.0%  $      303    $ 9,520,720    $ 12.34
97-20       $ 90,000,000    1,079,246     562,146    382,836       35.5%       94.9%  $      297    $ 7,798,307    $ 13.87
97-21       $123,900,000      825,891     463,002    239,179       29.0%       99.0%  $      426    $ 9,671,240    $ 20.89
97-22       $ 26,050,000      926,386     478,386    190,074       20.5%       96.0%  $      220    $ 2,900,000    $  6.06
97-23       $ 92,000,000      927,000     927,000    356,253       38.4%       86.0%  $      259    $ 8,700,000    $  9.39
  (1)
97-24       $120,730,000      499,930     499,930    187,930       37.6%       96.0%  $      523    $ 8,947,952    $ 17.90
  (1)
97-25       $268,000,000    1,433,552     451,130    348,067       24.3%       92.0%  $      649    $19,672,000    $ 43.61
  (2)
97-26       $ 38,000,000      439,500     439,500    174,000       39.6%       95.0%  $      235    $ 3,800,000    $  8.65
97-27       $140,792,000    1,336,598     764,066    381,707       28.6%       90.0%  $      350    $13,427,160    $ 17.57
  (2)
97-28       $ 28,000,000      274,034     274,034    121,081       44.2%         --           --             --         --
97-29       $ 51,500,000      693,606     566,722    327,088       47.2%         --   $      216    $ 4,583,500    $  8.09
  (3)
97-30       $141,300,000    1,340,803     836,062    439,891       32.8%         --   $      307    $12,010,500    $ 14.37
  (3)
97-31       $118,000,000    1,240,888     467,104    467,104       37.6%       95.0%  $      354   $  9,558,000    $ 20.46
  (3)
97-32       $113,000,000    1,236,619     425,574    425,574       34.4%       93.0%  $      305    $10,000,000    $ 23.50
  (2)
97-33       $ 19,900,000      864,443     325,843    325,843       37.7%       60.0%  $      225    $ 1,800,000    $  5.52
  (2)
97-34       $ 27,000,000      331,543     331,543     97,165       29.3%       98.0%  $      225    $ 2,700,000    $  8.14
97-35       $ 67,000,000    1,023,847     284,847    284,847       27.8%       88.0%  $      280    $ 6,500,000    $ 22.82
97-36       $ 51,000,000    1,006,301     827,213    353,020       35.1%         --   $      332    $ 5,049,000    $  6.10
  (2)
7-37        $ 34,500,000      699,628     699,628    362,000       51.7%       92.0%  $      220    $ 3,460,350    $  4.9597-37  
            $ 34,500,000      699,628     699,628    362,000       51.7%       92.0%  $      220    $ 3,460,350    $  4.95

97-38       $ 22,100,000      340,564     340,564    149,692       44.0%       68.0%  $      223    $ 2,400,000    $  7.05
97-39       $ 44,500,000    1,038,033     363,622    266,157       25.6%       78.0%  $      250    $ 4,904,898    $ 13.49
97-40       $ 32,000,000      727,309     574,943    237,896       32.7%       68.0%  $      246    $ 3,500,000    $  6.09



<CAPTION>
           CAPITALIZATION RATES               UNIT RATE COMPARISON
           --------------------             ------------------------
   SALE     GOING-IN  TERMINAL               PRICE/GLA   PRICE/MALL    SALES
    NO.       OAR        OAR        IRR      PURCHASED    SHOP GLA    MULTIPLE
- ---------- --------- ---------- ----------- ----------- ------------ ---------
<S>        <C>       <C>        <C>         <C>         <C>          <C>
97-19         8.21%      8.75%       11.75%     $150        $ 330      1.09
97-20         8.66%      9.25%       12.30%     $160        $ 235      0.79
97-21         7.81%      8.25%       12.80%     $268        $ 518      1.22
97-22        11.13%        --           --      $ 54        $ 137      0.62
97-23         9.46%        --           --      $ 99        $ 258      1.00
  (1)
97-24         7.41%      7.40%          --      $241        $ 642      1.23
  (1)
97-25         7.34%        --           --      $594        $ 770      1.19
  (2)
97-26        10.00%        --           --      $ 86        $ 218      0.93
97-27         9.54%      8.50%       11.00%     $184        $ 369      1.05
  (2)
97-28           --         --           --      $102        $ 231        --
97-29         8.90%      9.50%       12.00%     $ 91        $ 157      0.73
  (3)
97-30         8.50%      9.00%       11.90%     $169        $ 321      1.05
  (3)
97-31         8.10%      8.50%       11.90%     $253        $ 253      0.71
  (3)
97-32         8.85%        --           --      $266        $ 266      0.87
  (2)
97-33         9.05%        --           --      $ 61        $  61      0.27
  (2)
97-34        10.00%        --           --      $ 81        $ 278      1.24
97-35         9.70%        --           --      $235        $ 235      0.84
97-36         9.90%        --           --      $ 62        $ 144      0.44
  (2)
97-37        10.03%        --           --      $ 49        $  95      0.43
97-38        10.86%        --           --      $ 65        $ 148      0.66
97-39        11.02%     11.00%          --      $122        $ 167      0.67
97-40        10.94%        --           --      $ 56        $ 135      0.55
</TABLE>


                                  Page 2
<PAGE>

REGIONAL MALL SALES                                                       1997
1997 TRANSACTION CHART
CUSHMAN & WAKEFIELD, INC.




<TABLE>
<CAPTION>
   SALE                                    SALE     YEAR                GRANTOR/
    NO.          PROPERTY/LOCATION         DATE    BUILT                GRANTEE
- ---------- ----------------------------- -------- ------- -----------------------------------
<S>        <C>                           <C>      <C>     <C>
97-41      SOMERSET MALL                  May-97   1981                  N/A
           Somerset, Kentucky                                            N/A
97-42      PF PROPERTIES PORTFOLIO        Apr-97  1973/             PF Properties
           1) University Mall                       79    University Mall and Parkwood Mall
              Chapel Hill, North Carolina                          Properties, LLC
           2) Parkwood Mall and Plaza
              Wilson, North Carolina
97-43      MONTEHIEDRA TOWN CENTER        Apr-97  1993/     Big Beaver Rio & Kmart Corp./
           Rio Piedras, Puerto Rico                 94     Vornado Montehiedra Acquisition
97-44      MANHATTAN MALL                 Apr-97   1989          SZS 33 Associaties/
           New York, New York                                       Andrew Penson
97-45      DAYTON MALL                    Mar-97  1969/         Heitman/JMB Advisory/
           Dayton, Ohio                           84/94         Glimcher Realty Trust
97-46      SOUTH TOWNE CENTER             Mar-97  1986/       Zell Merril Lynch RE Opp./
           Sandy, Utah                              97           The Macerich Company
97-47      MARKETPLACE SHOPPING CENTER    Mar-97  1976/           Champaign Venture/
           Champaign, Illinois                     1988       General Growth Properties
97-48      TYSONS CORNER CENTER           Feb-97  1968/     State of Alaska Pension Fund/
  (2)      Fairfax, VA                              98         Lsd Fee & Part Leasehold
97-49      PUEBLO MALL                    Feb-97   1976           The Hahn Company/
           Pueblo, Colorado                                   Equities Development Corp.
97-50      SHADY BROOK MALL               Jan-97  1980/   Equitable Life Assurance Society/
           Columbia, Tennessee                      96           GE Investment Corp.
           Survey Low:
           Survey High:
           Survey Mean:
           Survey Mean For Centers Where No Anchors Are Owned By Mall Owner:
           Survey Mean For Centers Where At Least One Anchor is Owned By Mall Owner:



<CAPTION>
                                                         MALL       MALL                  MALL
   SALE                       TOTAL         SOLD         SHOP       SHOP     OCCU-        SHOP
    NO.      SALE PRICE        GLA           GLA          GLA      RATIO     PANCY      SALES/SF         NOI        NOI/SF
- ---------- -------------- ------------- ------------ ------------ ------- ---------- -------------- ------------- ----------
<S>        <C>            <C>           <C>          <C>          <C>     <C>        <C>            <C>           <C>
97-41       $  3,865,000       215,140     157,286      105,961   49.3%        57.0%            --   $   493,580  $ 3.14
97-42       $ 47,400,000       948,842     948,842      401,134   42.3%        80.0%  $        250   $44,347,000  $ 4.58   
97-43       $ 74,400,000       525,452     525,452      200,050   38.1%        99.0%  $        340   $ 7,621,000  $14.50
97-44       $135,000,000       847,602     847,602      195,728   23.1%        80.0%  $        350   $12,500,000  $14.75
97-45       $ 91,000,000     1,329,514     883,375      484,689   36.5%        80.1%  $        220   $ 8,645,000  $13.03
97-46       $ 98,000,000     1,229,054   1,229,054      450,000   36.6%        83.0%  $        250   $ 8,400,000  $ 6.83
97-47       $ 70,000,000       831,111     831,111      188,302   22.7%        92.0%  $        275   $ 6,300,000  $ 7.58
97-48       $412,000,000     1,874,101   1,874,101      832,473   44.4%        95.0%  $        455   $30,500,000  $16.27
  (2)
97-49       $ 22,250,000       579,730     293,396      196,868   34.0%          --   $        200   $ 2,619,779  $ 8.93
97-50       $ 11,050,000       282,272     282,272      107,282   38.0%        94.0%  $        200   $ 1,289,488  $ 4.57
            $  3,865,000       215,140     157,286       97,165   20.5%        60.0%  $        106   $   493,580  $ 2.11
            $412,000,000     2,736,175   1,874,101    1,054,594   51.7%        99.0%  $        649   $30,500,000  $43.61
            $ 83,367,740       946,225     608,149      324,301   34.9%        86.8%  $        286   $ 7,476,625  $12.55
            $ 70,428,571       960,636     331,103      331,103   34.3%        87.4%  $        291   $ 6,144,821  $17.88
            $ 85,474,116       943,879     653,249      323,194   35.0%        86.7%  $        286   $ 7,698,592  $11.66



<CAPTION>
           CAPITALIZATION RATES               UNIT RATE COMPARISON
           --------------------             ------------------------
   SALE     GOING-IN  TERMINAL               PRICE/GLA   PRICE/MALL    SALES
    NO.       OAR        OAR        IRR      PURCHASED    SHOP GLA    MULTIPLE
- ---------- --------- ---------- ----------- ----------- ------------ ---------
<S>        <C>       <C>        <C>         <C>         <C>          <C>
97-41        12.77%        --        13.43%     $ 25        $  36         --
97-42         9.17%     10.50%          --      $ 50        $ 118       0.47
97-43        10.24%        --           --      $142        $ 372       1.09
97-44         9.26%        --           --      $159        $ 690       1.97
97-45         9.50%      9.25%       12.00%     $137        $ 188       0.85
97-46         8.57%        --           --      $ 80        $ 218       0.87
97-47         9.00%        --           --      $ 84        $ 372       1.35
97-48         7.40%        --        10.50%     $220        $ 495       1.09
  (2)
97-49        11.77%        --           --      $ 76        $ 113       0.57
97-50        11.67%        --           --      $ 39        $ 103       0.51
              7.34%      7.40%       10.50%     $ 21        $  36       0.27
             12.77%     11.00%       13.43%     $594        $ 770       1.97
              9.65%      9.11%       11.92%     $139        $ 250       0.84
              9.00%      8.50%       11.90%     $201        $ 201       0.68
              9.76%      9.16%       11.93%     $129        $ 258       0.87
</TABLE>
- ------
(1)   Leasehold interest

(2)   Partial interest adjusted to reflect 100% interest

(3)   Based on allocated sale price, part of 3-property transaction

(4)   Based on allocated sale price, part of 2-property transaction

(5)   Based on stabilized net income


                                   Page 3



<PAGE>

REGIONAL MALL SALES                                                       1998
1998 TRANSACTION CHART
CUSHMAN & WAKEFIELD, INC.

<TABLE>
<CAPTION>
  SALE                                       SALE     YEAR
  NO.            PROPERTY/LOCATION           DATE    BUILT
- ------- ---------------------------------- -------- -------
<S>     <C>                                <C>      <C>
98- 1   BURNSVILLE CENTER                  Feb-98   1997/
        Burnsville, Minnesota                         89
98- 2   PHIPPS PLAZA                       Jan-98   1968/
        Atlanta, Georgia                              94
98- 3   ASHVILLE MALL                      Jan-98   1975/
        Asheville, North Carolina                     94
98- 4   CORDOVA MALL                       Jan-98   1971/
        Pensacola, Florida                            87
98- 5   CRESTWOOD PLAZA                    Jan-98   1957/
        St. Louis, Missouri                           97
98- 6   SUPER MALL OF THE GREAT N.W. (1)   Jan-98   1956/
        Auburn, Washington                            91
98- 7   STROUD MALL                        Apr-98   1978/
        Stroudsberg, PA                               94
98-8    SOUTHWEST PLAZA                    Apr-98   1983/
        Littleton, CO                                 95
98- 9   JACKSONVILLE MALL                  May-98    1981
        Jacksonville, NC
98-10   CROSSROADS MALL                    May-98   1981/
        Mount Hope, WV                                97
98-11   ORLANDO FASHION SQUARE             May-98   1973/
        Orlando, FL                                   93
98-12   VILLAGE MALL                       Jun-98   1975/
 (1)    Danville, Ill                               85/90
98-13   GREENVILLE MALL                    Jun-98   1978/
        Greenville, SC                                95
98-14   SOUTH PLAIN MALL                   Jun-98
        Lubbock, TX
98-15   NORTHTOWN MALL                     Jun-98   1972/
        Blaine, MN                                    86
98-16   WESTSIDE PAVILLION                 Jul-98   1985/
        West Los Angeles, CA                         1991
- ---------------------------------------------------------
        Survey Low:

        Survey High:

        SURVEY MEAN:

        SURVEY MEAN FOR CENTERS WHERE NO ANCHORS ARE OWNED:

        SURVEY MEAN FOR CENTERS WHERE AT LEAST ONE ANCHOR
        IS OWNED:



<CAPTION>
                                                                                      MALL      MALL                  MALL
  SALE                GRANTOR/                                TOTAL        SOLD       SHOP      SHOP       OCCU-      SHOP
  NO.                 GRANTEE                 SALE PRICE       GLA         GLA        GLA       RATIO      PANCY    SALES/SF
- ------- ----------------------------------- -------------- ----------- ----------- --------- ---------- ---------- ----------
<S>     <C>                                 <C>            <C>         <C>         <C>       <C>        <C>        <C>
98- 1     Corporate Property Investors/      $ 81,000,000   1,078,253   1,078,253  417,030   38.7%          84.0%  $284
                 CBL & Associates
98- 2             ERE Yarmouth/              $188,000,000     823,000     823,000  372,457   45.3%         N/A     $450
           Corporate Property Investors
98- 3            RL Coleman & Co.            $ 65,000,000   1,042,000     489,000  440,000   42.2%          98.5%  $280
                  CBL Associates
98- 4   Robert B Aikens & Associates LLC/    $ 85,000,000     874,000     376,368  376,368   43.1%          91.0%  $300
              Simon DeBartolo Group
98- 5       Crestwood Plaza S. C. LLC/       $106,400,000   1,021,132   1,021,132  382,214   37.4%          91.0%  $300
                Westfield America
98- 6     Hapsmith/Rosche Capital Corp./     $103,000,000     905,791     905,791  415,319   45.9%          75.0%  $185
             Glimcher Properties Inc.
98- 7             ERE Yarmouth/              $ 38,100,000     427,145     427,145  184,145   43.1%          86.0%  $294
         CBL & Associates Properties Inc.
98-8       Southwest Property Venture/       $113,000,000   1,292,110     591,245  438,000   33.9%          83.0%  $265
         General Growth Properties, Inc.
98- 9       Beckley--Jacksonville LP/        $ 38,000,000     384,000     384,000  167,640   43.7%          98.0%  $286
           Crown American Realty Trust
98-10       Beckley--Jacksonville LP/        $ 23,000,000     456,000     456,000  182,400   40.0%          76.0%  $220
           Crown American Realty Trust
98-11         Fund A Orlando, Inc./          $104,000,000   1,070,000     708,568  362,425   33.9%         N/A     $329
            Colonial Properties Trust
98-12        Interstate RE Services/         $ 23,200,000     477,577     477,577  126,088   26.4%          72.0%  $144
 (1)            DRA Advisors, Inc.
98-13        Marvest Property Trust/         $ 36,000,000     789,532     602,532  232,025   29.4%          55.0%  $219
                DRA Advisors, Inc.
98-14     South Plains Mall Assoc., LTD/     $115,700,000   1,107,000   1,107,000  365,215   33.5%          92.0%  $300
                 The Macerich Co.
98-15             Northtown LLP/             $ 54,000,000     846,248     459,000  287,078   33.0%          70.0%  $240
              Glimcher Realty Trust
98-16             Westpal, LLC/              $170,500,000     755,912     535,912  354,349   46.9%          83.4%  $373
               The MaceRich Company
- -------------------------------------------------------------------------------------------------------------------------
                                             $ 23,000,000     384,000     376,368  126,088   26.4%          55.0%  $144

                                             $188,000,000   1,292,110   1,107,000  440,000   46.9%          98.5%  $450

                                             $ 83,993,750     834,356     652,658  318,922   38.5%          82.5%  $279

                                             $ 85,000,000     874,000     376,368  376,368   43.1%          91.0%  $300


                                             $ 83,926,667     831,713     671,077  315,092   38.2%          81.8%  $278



<CAPTION>
                                 CAPITALIZATION RATES                UNIT RATE COMPARISON
                                 ---------------------             ------------------------
  SALE                            GOING-IN   TERMINAL               PRICE/GLA   PRICE/MALL    SALES
  NO.        NOI        NOI/SF       OAR        OAR        IRR      PURCHASED    SHOP GLA    MILTIPLE
- ------- ------------- ---------- ---------- ---------- ----------- ----------- ------------ ---------
<S>     <C>           <C>        <C>        <C>        <C>         <C>         <C>          <C>
98- 1    $ 6,804,000    $ 6.31       8.40%        --          --       $ 75        $194        0.68
98- 2    $13,912,000    $16.90       7.40%        --          --       $228        $505        1.12
98- 3    $ 5,395,000    $11.03       8.30%        --          --       $133        $148        0.53
98- 4    $ 7,560,000    $20.09       9.00%        --          --       $226        $226        0.75
98- 5    $ 9,800,000    $ 9.60       9.21%        --          --       $104        $278        0.93
98- 6    $12,370,000    $13.66      12.01%        --          --       $114        $248        1.34
98- 7    $ 3,188,970    $ 7.47       8.37%        --          --       $ 89        $207        0.70
98-8     $10,500,000    $17.76       9.29%        --          --       $191        $258        0.97
98- 9    $ 3,572,000    $ 9.30       9.40%        --          --       $ 99        $227        0.79
98-10    $ 2,760,000    $ 6.05      12.00%        --          --       $ 50          --          --
98-11    $ 9,391,200    $13.25       9.03%        --          --       $147        $287        0.87
98-12    $ 2,697,500    $ 5.65      11.63%        --          --       $ 49        $184        1.28
 (1)
98-13    $ 3,558,800    $ 5.91       9.89%        --          --       $ 60        $155        0.71
98-14    $10,065,900    $ 9.09       8.70%        --          --       $105        $317        1.06
98-15    $ 5,400,000    $11.76      10.00%        --          --       $118        $188        0.78
98-16    $14,002,000    $26.13       8.21%      9.00%      11.00%      $318        $481        1.29
- -------------------------------------------------------------------------------------------------------
         $ 2,697,500    $ 5.65       7.40%      9.00%      11.00%      $ 49        $148        0.53

         $14,002,000    $26.13      12.01%      9.00%      11.00%      $318        $505        1.34

         $ 7,561,086    $11.87       9.43%        --          --       $132        $260        0.92

         $ 7,560,000    $20.09       9.00%        --          --       $226        $226        0.75


         $ 7,561,158    $11.32       9.46%        --          --       $125        $263       #REFL
</TABLE>

- ----------

(1) Year 2 NOI



<PAGE>



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

    o     The fourteen sales included for 1991 show a mean price per square
          foot sold of $282. On the basis of mall shop GLA sold, these sales
          present a mean of $357. Sales multiples range from .74 to 1.53 with a
          mean of 1.17. Capitalization rates range from 5.60 to 7.82 percent
          with an overall mean of 6.44 percent. The mean terminal
          capitalization rate is approximately 100 basis points higher, or 7.33
          percent. Yield rates range between 10.75 and 13.00 percent, with a
          mean of 11.52 percent for those sales reporting IRR expectancies.

    o     In 1992, the eleven transactions display prices ranging from $136 to
          $511 per square foot of GLA sold, with a mean of $259 per square
          foot. For mall shop area sold, the 1992 sales suggest a mean price of
          $320 per square foot. Sales multiples range from .87 to 1.60 with a
          mean of 1.07. Capitalization rates range between 6.00 and 7.97
          percent with the mean cap rate calculated at 7.31 percent for 1992.
          For sales reporting a going-out cap rate, the mean is shown to be
          7.75 percent. Yield rates range from 10.75 to around 12.00 percent
          with a mean of 11.56 percent.

    o     For 1993, a total of sixteen transactions have been tracked. These
          sales show an overall average sale price of $242 per square foot
          based upon total GLA sold and $363 per square foot based solely upon
          mall GLA sold. Sales multiples range from .65 to 1.82 and average
          1.15. Capitalization rates continued to rise in 1993, showing a range
          between 7.00 and 10.10 percent. The overall mean has been calculated
          to be 7.92 percent. For sales reporting estimated terminal cap rates,
          the mean is also equal to 7.92 percent. Yield rates for 1993 sales
          range from 10.75 to 12.50 percent with a mean of 11.53 percent for
          those sales reporting IRR expectancies. On balance, the year was
          notable for the number of dominant Class A malls which transferred.

    o     Sales data for 1994 shows fourteen confirmed transactions with an
          average unit price per square foot of $197 per square foot of total
          GLA sold and $288 per square foot of mall shop GLA. Sales multiples
          range from .57 to 1.43 and average .96. The mean going-in
          capitalization rate is shown to be 8.37 percent. The residual
          capitalization rates average 8.13 percent. Yield rates range from
          10.70 to 11.50 percent and average 11.17 percent. During 1994, many
          of the closed transactions involved second and third tier malls. This
          accounted for the significant drop in unit rates and corresponding
          increase in cap rates. Probably the most significant sale involved
          the Riverchase Galleria, a 1.2 million square foot center in Hoover,
          Alabama. LaSalle Partners purchased the mall of behalf of the
          Pennsylvania Public School Employment Retirement System for $175.0
          million. The reported cap rate was approximately 7.4 percent.



                                     -81-
<PAGE>


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

    o     Cushman & Wakefield has researched 19 mall transactions for 1995.
          With the exception of possibly Natick Mall and Smith Haven Mall, by
          and large the quality of malls sold are lower than what has been
          shown for prior years. For example, the average transaction price has
          been slipping. In 1993, the peak year, the average deal was nearly
          $133.8 million. In 1995, it is shown to be $88.6 million which is
          even skewed upward by Natick and Smith Haven Malls which had a
          combined price of $486.0 million. The average price per square foot
          of total GLA sold is calculated to be $193 per square foot. The range
          in values of mall GLA sold are $93 to $686 with an average of $285
          per square foot. The upper end of the range is formed by Queens
          Center with mall shop sales of nearly $700 per square foot.
          Characteristics of these lesser quality malls would be higher initial
          capitalization rates. The range for these transactions is 7.25 to
          11.10 percent with a mean of 9.13 percent. Most market participants
          indicated that continued turmoil in the retail industry will force
          cap rates to move higher.

    o     1996 saw a return of real estate investors to the regional mall
          market. REITs were far and away been the most active buyers. The
          increase in activity was a result of a combination of dynamics. The
          liquidity of REITs as well as the availability of capital made
          acquisitions much easier compared to previous two to three years. In
          addition, sellers became much more realistic in there pricing,
          recognizing that the long term viability of a regional mall requires
          large infusions of capital. The 29 transactions we tracked for the
          year range in size from approximately $22.2 million to $451.0
          million. The malls sold also run the gamut of quality ranging from
          several secondary properties in small markets to such higher profile
          properties as Old Orchard Shopping Center in Chicago and The Plaza
          and Court at King of Prussia in Philadelphia. Sale prices per square
          foot of mall shop GLA range from $119 to $534 with a mean of $243.
          REIT's primary focus on initial return with their underwriting
          centered on in place income. As such, capitalization rates ranged
          from 7.0 percent to 12.1 percent with a mean of 9.44 percent.

    o     Mall sales activity in 1997 exceeded the number of sales tracked in
          1996. REITs have continued to show their appetite for acquisitions.
          Most of the sales which have occurred in the past 12 months involve
          "B" grade malls. Exceptions exist with respect to Regency Square, San
          Francisco Shopping Center, Tysons Corner, and most recently The Falls
          Shopping Center in Miami, Florida. These properties are viewed as
          among the nation's premier retail properties. The 50 transactions we
          have tracked to date range in size from $3.9 million to $412.0
          million. Unit sale prices also vary widely from $21 to $594 per
          square foot of GLA sold. On the basis of mall shop GLA, the range is
          from $36 to $770 per square foot. Overall rates fall between 7.34
          percent and 12.77 percent, and average 9.65 percent. Mall shop sales
          per square foot range from $106 to $649, with a mean of $286 per
          square foot.



                                     -82-
<PAGE>


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

    o     Transactions during the first half of 1998 show that the pace of
          acquisitions has not subsided. In addition to several portfolio
          transactions, we have tracked 16 deals which point towards a further
          lowering of cap rates as buyer's get more aggressive with their
          pricing. REIT's are showing their persistent need to grow and we see
          that the same players continue to compete for product. Cap rates are
          expected to drop further into the second half of 1998.

     While these unit prices implicitly contain both the physical and economic
factors affecting the real estate, the statistics do not explicitly convey many
of the details surrounding a specific property. Thus, this single index to the
valuation of the subject property has limited direct application. The price per
square foot of mall shop GLA acquired yields one common form of comparison.
However, this can be distorted if anchor and/or other major tenants generate a
significant amount of income. The following chart shows this relationship along
with other selected indices.

==========================================================================
                  REGIONAL & SUPER-REGIONAL MALL SALES
                        SELECTED AVERAGE INDICES
==========================================================================
 TRANSACTION     PRICE/SF OF      PRICE/SF OF MALL    MEAN SALES MEAN OAR
    YEAR          TOTAL GLA      SHOPS RANGE/OVERALL   MULTIPLE
                RANGE/MEAN**            MEAN
 ============= ================= ==================== =========== ========
 1991            $156 - $556         $ 203 - $556        1.17      6.44%
                     $282                $357
 ------------- ----------------- --------------------- ---------- --------
 1992            $136 - $511         $ 226 - $511        1.07      7.31%
                     $259                $320
 ------------- ----------------- --------------------- ---------- --------
 1993            $ 73 - $471         $ 173 - $647        1.15      7.92%
                     $242                $363
 ------------- ----------------- --------------------- ---------- --------
 1994            $ 83 - $378         $ 129 - $502        0.96      8.37%
                     $197                $288
 ------------- ----------------- --------------------- ---------- --------
 1995            $ 53 - $686         $  93 - $686        0.96      9.13%
                     $193                $284
 ------------- ----------------- --------------------- ---------- --------
 1996            $ 44 - $534         $ 119 - $534        0.85      9.44%
                     $187                $243
 ------------- ----------------- --------------------- ---------- --------
 1997            $ 21 - $594         $  36 - $770        0.84      9.65%
                     $142                $253
 ------------- ----------------- --------------------- ---------- --------
 1998            $ 49 - $258         $ 148 - $505        0.88      9.51%
                     $124                $244
 =========================================================================
 *    Includes all transactions for particular year
 **   Based on total GLA acquired
 =========================================================================


                                     -83-
<PAGE>


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

     The table above shows that the annual average price per square foot of
total GLA acquired has ranged from $124 to $282 per square foot. A declining
trend has been in evidence as cap rates have risen. As discussed, one of the
factors which may influence the unit rate is whether anchor stores are included
in the total GLA which is transferred. Thus, a further refinement can be made
between those malls which have transferred with anchor space and those which
have included only mall GLA. The price per square foot of mall shop GLA has
declined from a high of $363 per square foot in 1993 to $243 per square foot in
1996. In 1997 the price per square foot increased to $253 per square foot.
Through the first half of 1998 it is showing $260 per square foot.

ANALYSIS OF SALES

     We have presented a summary of several transactions involving regional and
super-regional-sized retail shopping malls from which price trends may be
identified for the extraction of value parameters. These transactions have been
segregated by year of acquisition so as to lend additional perspective on our
analysis. Comparability in both physical and economic characteristics are the
most important criteria for analyzing sales in relation to the subject
property. However, it is also important to recognize the fact that regional
shopping malls are distinct entities by virtue of age and design, visibility
and accessibility, the market segmentation created by anchor stores and tenant
mix, the size and purchasing power of the particular trade area, and competency
of management. Thus, the Sales Comparison Approach, when applied to a property
such as the subject can, at best, only outline the parameters in which the
typical investor operates. The majority of these sales transferred either on an
all cash (100 percent equity) basis or its equivalent utilizing market-based
financing. Where necessary, we have adjusted the purchase price to its cash
equivalent basis for the purpose of comparison.

     As the reader shall see, we have attempted to make comparisons of the
transactions to the subject primarily along economic lines. For the most part,
the transactions have involved dominant or strong Class A centers in top 50 MSA
locations which generally have solid, expanding trade areas and good income
profiles. Some of the other transactions are in decidedly inferior second tier
locations with limited growth potential and near term vacancy problems. These
sales tend to reflect lower unit rates and higher capitalization rates.

===========================================
APPLICATION TO SUBJECT PROPERTY
===========================================

     Because the subject is theoretically selling both mall shop GLA and owned
department stores, we will focus on those properties which also sold both mall
and anchor GLA. As a basis for comparison, we will analyze the subject based
upon projected first year NOI. First year NOI (FY 1999) has been projected to
be $16.44 per square foot, based upon 1,240,971+/- square feet of owned GLA.
Derivation of the subject's projected net operating income is presented in the
Income Capitalization Approach section of this report as calculated by the
Pro-Ject model. With projected NOI of $16.44 per square foot, the subject falls
toward the upper-end of the range exhibited by most of the comparable sales.



                                     -84-
<PAGE>


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


     Since the income that an asset will produce has direct bearing on the
price that a purchaser is willing to pay, it is obvious that a unit price which
falls at the upper-end of the range indicated by the comparables would be
applicable to the subject. The subject's anticipated net income can be
initially compared to the composite mean of the annual transactions in order to
place the subject in a frame of reference. This is shown on the following
chart.

======================================================
 COMPARISON TO SALES INCLUDING MALL SHOPS & ANCHORS
======================================================
SALES YEAR  MEAN NOI  SUBJECT FORECAST  SUBJECT RATIO
- ------------------------------------------------------
   1997      $11.66        $16.44          141%
- ------------------------------------------------------
   1998      $ 9.69        $16.44          170%
======================================================


     With first year NOI forecasted at approximately 141 to 170 percent of the
mean of these sales in each year, the unit price which the subject property
would command should be expected to fall within a relative range.

NET INCOME MULTIPLIER METHOD

     Many of the comparables were bought on expected income, not gross leasable
area, making unit prices a somewhat subjective reflection of investment
behavior regarding regional malls. In order to quantify the appropriate
adjustments to the indicated per square foot unit values, we have compared the
subject's first year pro forma net operating income to the pro forma income of
the individual sale properties. In our opinion, a buyer's criteria for the
purchase of a retail property is predicated primarily on the property's income
characteristics. Thus, we have identified a relationship between the net
operating income and the sales price of the property. Typically, a higher net
operating income per square foot corresponds to a higher sales price per square
foot. Therefore, this adjustment incorporates factors such as location, tenant
mix, rent levels, operating characteristics, and building quality.

     Provided below, we have extracted the net income multiplier from those
improved sales which we feel are the most comparable to the subject. The
equation for the net income multiplier (NIM), which is the inverse of the
equation for the capitalization rate (OAR), is calculated as follows:

     NIM  = Sales Price
            -----------
            Net Operating Income



                                     -85-
<PAGE>


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

=========================================================
            NET INCOME MULTIPLIER CALCULATION
=========================================================
                                            = NET INCOME 
SALE NO.  PRICE/SF   (divided by)  NOI/SF     MULTIPLIER
=========================================================
  97-05     $179            $15.08              11.870
  97-06     $186            $17.67              10.526
  97-20     $160            $13.87              11.536
  97-30     $169            $14.37              11.761
  98-03     $133            $11.03              12.058
  98-11     $147            $13.25              11.094
=========================================================
  Mean      $168            $14.85              11.357
=========================================================


     Valuation of the subject property utilizing the net income multipliers
(NIMs) from the comparable properties accounts for the disparity of the net
operating incomes ($NOIs) per square foot between the comparables and the
subject. Within this technique, each of the adjusted NIMs are multiplied by the
$NOI per square foot of the subject, which produces an adjusted value
indication for the subject. The net operating income per square foot for the
subject property is calculated as the first year of the holding period, as
detailed in the Income Capitalization Approach section of this report.

======================================
     ADJUSTED UNIT RATE SUMMARY
======================================
                      X          =
         SUBJECT  NET INCOME INDICATED
SALE NO. NOI/SF   MULTIPLIER PRICE $/SF
======================================
 97-05   $16.44    11.870     $195
 97-06   $16.44    10.526     $173
 97-20   $16.44    11.536     $190
 97-30   $16.44    11.761     $193
 98-03   $16.44    12.058     $198
 98-11   $16.44    11.094     $182
======================================
 Mean    $16.44    11.474     $188
======================================


     From the process above, we see that the indicated net income multipliers
range from 10.5 to 12.1 with a mean of 11.5. The adjusted unit rates range from
$173 to $198 per square foot of owned GLA with a mean of $188 per square foot.

     We recognize that the sale price per square foot of gross leasable area,
including land, implicitly contains both the physical and economic factors of
the value of a shopping center. Such statistics by themselves, however, do not
explicitly convey many of the details surrounding a specific income producing
property like the subject. Nonetheless, the process we have undertaken here is
an attempt to quantify the unit price based upon the subject's income producing
potential.

     The subject is one the dominant malls within the Dallas MSA. We see it as
having good growth potential in the near-term, and good stability into the
foreseeable future.



                                     -86-
<PAGE>

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

     Considering the characteristics of the subject relative to the
comparables, we note that the stabilized growth rate for net operating income
is approximately 2.0 percent which is within the range with comparison to many
recently sold properties. We believe that a unit rate range of $190 to $195 per
square foot is appropriate. Applying this unit rate range to 1,240,971+/-
square feet of owned GLA results in a value of approximately $235.8 million to
$242.0 million for the subject as shown below.

   1,240,971 SF                            1,240,971 SF
  x     $190.00                           x     $195.00
   ------------                            ------------
   $235,800,000                            $242,000,000

           ROUNDED VALUE ESTIMATE - MARKET SALES UNIT RATE COMPARISON
                          $235,800,000 TO $242,000,000

SALES MULTIPLE METHOD

     Arguably, it is the mall shop GLA sold and its intrinsic economic profile
that is of principal concern in the investment decision process. A myriad of
factors influence this rate, perhaps none of which is more important than the
sales performance of the mall shop tenants. Accordingly, the abstraction of a
sales multiple from each transaction lends additional perspective to this
analysis.

     The sales multiple measure is often used as a relative indicator of the
reasonableness of the acquisition price. As a rule of thumb, investors will
look at a sales multiple of 1.00 as a benchmark, and will look to keep it
within a range of 0.75 to 1.25 times mall shop sales performance unless there
are compelling reasons why a particular property should deviate.

     The sales multiple is defined as the sales price per square foot of mall
GLA divided by average mall shop sales per square foot. As this reasonableness
test is predicated upon the economics of the mall shops, technically, any
income (and hence value) attributed to anchors that are acquired with the mall
as tenants should be segregated from the transaction. As an income (or sales)
multiple has an inverse relationship with a capitalization rate, it is
consistent that, if a relatively low capitalization rate is selected for a
property, it follows that a correspondingly above-average sales (or income)
multiple be applied. In most instances, we are not privy to the anchor's
contributions to net income. As such, the sales multiples reported for those
sales may be slightly distorted to the extent that the imputed value of the
anchor's contribution to the purchase price has not been segregated. Therefore,
the following analysis is limited for those sales which involved mall shop GLA
only.

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


                                     -87-
<PAGE>

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


========================================
        SALES MULTIPLE SUMMARY
========================================
 SALE NO.   GOING-IN OAR      SALES
                            MULTIPLE
========================================
   97-16        9.50%         0.56
- ----------------------------------------
   97-31        8.50%         0.71
- ----------------------------------------
   97-32        8.55%         0.87
- ----------------------------------------
   97-35        9.70%         0.84
- ----------------------------------------
   98-04        9.00%         0.75
- ----------------------------------------
   98-08        9.29%         0.97
========================================
   MEAN         9.14%         0.78
========================================


     The comparable sales show sales multiples that range from 0.56 to 0.97
with a mean of about 0.78. As evidenced, the more productive malls with higher
sales volumes on a per square foot basis tend to have higher sales multiples.
Furthermore, the higher multiples tend to be in evidence where an anchor(s) is
included in the sale.

     Based upon forecasted sales performance in FY 1999, the subject is
expected to produce sales of about $315 per square foot for all specialty
tenants, including mall shops, food court, and restaurants.

     In the case of the subject, the overall capitalization rate being utilized
for this analysis is considered to be within the mean exhibited by the
comparable sales. As such, we would be inclined to utilize a multiple within
the mean indicated by the sales which is applied to just the mall shop space.
Applying a ratio of 0.80 to 0.85 percent to the forecasted sales of $315 per
square foot, the following range in value is indicated:

Unit Sales Volume (Mall Shops)      $315.00          $315.00
Sales Multiple                 x       0.80    x        0.85
- --------------                 -------------   -------------
Adjusted Unit Rate                  $252.00          $267.75

Mall Shop GLA                  x    541,668    x     541,668
- --------------                 -------------   -------------
Value Indication               $136,500,000     $145,000,000

     The analysis shows an adjusted value range of approximately $136.5 to
$145.0 million. Inherent in this exercise are mall shop sales which are
projections based on our investigation into the market which might not fully
measure investor's expectations. It is clearly difficult to project with any
certainty what the mall shops might achieve in the future. While we may
minimize the weight we place on this analysis, it does, nonetheless, offer a
reasonableness check against the other methodologies.



                                     -88-
<PAGE>

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

     We have also considered in this analysis the fact that owned anchors and
major tenants are forecasted to contribute approximately $9.3 million in
revenues in fiscal year 1999 (base and percentage rent obligations).

     It is noted that we have not included reimbursement income. Some of the
major tenants are leased on a triple net basis with minimum rent and overage
rent flowing through intact to the landlord's position. Anchor tenants which
are a part of a regional center typically pay part of a fixed contribution
towards common area maintenance and taxes which seldom bares any relationship
to the actual expense. This contribution is utilized to offset the cost of
operating the center to the mall shop tenants. Since the mall shop tenants
effectively make up any slippage in recoveries from the anchors, the anchor's
base rent and percentage rent will flow through to the landlord's bottom line.
Thus capitalization of the anchor's minimum and percentage rent is the most
common and appropriate analysis. Capitalizing the revenue generated by the
anchor tenants at the subject at a 10.0 percent on value of approximately
$93,000,000.

     Therefore, adding the anchor income's implied contribution to value of
$93.0 million, the resultant range is shown to be approximately $229.5 to
$238.0 million. Giving consideration to all of the above, the following value
range is warranted for the subject property based upon the sales multiple
analysis.

                 ROUNDED VALUE ESTIMATE - SALES MULTIPLE METHOD

                    ROUNDED TO $229,500,000 TO $238,000,000

================================
MARKET VALUE CONCLUSION
================================

     We have considered all of the above relative to the physical and economic
characteristics of the subject. It is difficult to relate the subject to
comparables that are in such widely divergent markets with different cash flow
characteristics. After considering all of the available market data in
conjunction with the characteristics of the subject property, the indices of
investment that generated our value ranges are as follows:

     UNIT PRICE PER SQUARE FOOT

            Salable Square Feet:                1,240,971+/- SF

            Price Per SF of Salable Area:       $190 to $195

            Indicated Value Range:              $235,800,000 to $242,000,000

     SALES MULTIPLE METHOD

            Mall Shop Sales Volume:             $315 per square foot

            Sales Multiple:                     0.80 to 0.85

            Indicated Value Range:              $229,500,000 to $238,000,000



                                     -89-
<PAGE>


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

     The parameters above show a value range of approximately $229.5 to $242.0
million for the subject property. Based on our total analysis, relative to the
strengths and weaknesses of each methodology, it would appear that the Sales
Comparison Approach indicates a Market Value for the subject within the more
defined range of $230.0 - $240.0 million as of July 17, 1998.

                    MARKET VALUE - SALES COMPARISON APPROACH
                     ROUNDED TO $230,000,000 TO $240,000,000

















                                     -90-
<PAGE>


                                             INCOME CAPITALIZATION APPROACH
- ------------------------------------------------------------------------------

INTRODUCTION

     The Income Capitalization Approach is based upon the economic principle
that the value of a property capable of producing income is the present worth
of anticipated future net benefits. The net income projected is translated into
a present value indication using the capitalization process. There are various
methods of capitalization that are based on inherent assumptions concerning the
quality, durability and pattern of the income projection. Where the pattern of
income is irregular due to existing leases that will terminate at staggered,
future dates, or to an absorption or stabilization requirement on a newer
development, discounted cash flow analysis is the most accurate.

     Discounted Cash Flow Analysis (DCF) is a method of estimating the present
worth of future cash flow expectancies by individually discounting each
anticipated collection at an appropriate discount rate. The indicated market
value by this approach is the accumulation of the present worth of future
projected years' net income (before income taxes and depreciation) and the
present worth of the reversion (the estimated property value at the end of the
projection period). The estimated value of the reversion at the end of the
projection period is based upon capitalization of the next year's projected net
operating income. This is the more appropriate method to use in this
assignment, given the step up in lease rates and the long term tenure of retail
tenants.

     A second method of valuation, using the Income Approach, is to directly
capitalize a stabilized net income based on rates extracted from the market or
built up through mortgage equity analysis. This is a valid method of estimating
the market value of the property as of the achievement of stabilized
operations.

DISCOUNTED CASH FLOW ANALYSIS

     The Discounted Cash Flow (DCF) produces an estimate of value through an
economic analysis of the subject property in which the net income generated by
the asset is converted into a capital sum at an appropriate rate. First, the
revenues which a fully informed investor can expect the subject to produce over
a specified time horizon are established through an analysis of the current
rent roll, as well as the rental market for similar properties. Second, the
projected expenses incurred in generating these gross revenues are deducted.
Finally, the residual net income is discounted into a capital sum at an
appropriate rate which is then indicative of the subject property's current
value in the marketplace.

     In this Income Capitalization Approach to the valuation of the subject, we
have utilized a 10-year holding period for the "AS IS" investment in the
subject property, with the cash flow analysis commencing on July 1, 1998.
Although an asset such as the subject has a much longer useful life, investment
analysis becomes more meaningful if limited to a time period considerably less
than the real estate's economic life, but of sufficient length for an investor.
A 10-year holding period for this investment is long enough to model the
asset's performance and benefit from its lease-up and lease turnover, but short
enough to reasonably estimate the expected income and expenses of the real
estate. It is also consistent with a prudent investor's assumption of disposing
the asset at the optimum time. Although our cash flow analysis is presented on
a fiscal year basis, it is noted that we will discuss income and expenses based
upon a calendar year basis.



                                     -91-

<PAGE>

ANNUAL CASH FLOW REPORT

GRAPEVINE MILLS
Cushman & Wakefield, Inc.

<TABLE>
<CAPTION>
                                 1999            2000             2001             2002             2003             2004
                            -------------- ---------------- ---------------- ---------------- ---------------- ----------------
<S>                         <C>            <C>              <C>              <C>              <C>              <C>
OPERATING INCOME
 MINIMUM RENT
 Mall Shop Tenants           $10,198,688     $ 10,962,494     $ 11,569,386     $ 11,874,603     $ 11,732,639     $ 13,095,360
 Food Court Tenants          $   691,920     $    691,920     $    691,920     $    691,920     $    691,920     $    691,920
 Anchor/Major Tenants        $ 9,191,264     $  9,233,935     $  9,251,058     $  9,273,704     $  9,246,778     $  9,248,048
 Kiosk Tenants               $   171,893     $    352,443     $    370,693     $    370,693     $    378,274     $    368,340
 Specialty Restaurants       $   323,160     $    323,160     $    323,160     $    323,160     $    323,160     $    377,019
- ---------------------------  -----------     ------------     ------------     ------------     ------------     ------------
 SUBTOTAL:                   $20,576,925     $ 21,563,952     $ 22,206,217     $ 22,534,080     $ 22,372,771     $ 23,780,687
 RECOVERIES
 CAM-Anchor Tenants          $   798,995     $    826,092     $    855,004     $    884,930     $    824,325     $    806,995
 TAX-Anchor Tenants          $ 1,277,183     $  1,320,579     $  1,366,800     $  1,414,638     $  1,422,941     $  1,451,961
 CAM-Mall Shops              $ 4,393,284     $  5,431,989     $  5,951,557     $  6,327,792     $  6,388,087     $  7,168,798
 TAX-Mall Shops              $ 1,387,110     $  1,438,648     $  1,475,582     $  1,559,725     $  1,519,736     $  1,636,419
 Water/Sewer Income          $    31,217     $     34,576     $     36,941     $     38,520     $     37,495     $     41,435
 Energy Recovery             $   174,660     $    186,262     $    191,484     $    192,574     $    182,107     $    195,943
 Food Court Recovery         $   344,464     $    381,490     $    394,842     $    408,662     $    422,965     $    437,769
- ---------------------------  -----------     ------------     ------------     ------------     ------------     ------------
 SUBTOTAL:                   $ 8,406,913     $  9,619,636     $ 10,272,210     $ 10,826,841     $ 10,797,656     $ 11,739,320
 Overage Rent                $   197,828     $    250,000     $    350,000     $    362,250     $    374,929     $    388,051
 Sales Volume (000)          $   222,034     $    243,157     $    258,490     $    269,559     $    267,137     $    289,508
 GROSS RENTAL INCOME:        $29,181,666     $ 31,433,588     $ 32,828,427     $ 33,723,171     $ 33,545,356     $ 35,908,058
- ---------------------------  -----------     ------------     ------------     ------------     ------------     ------------
 Credit Loss                 $  (934,269)    $ (1,038,698)    $ (1,098,246)    $ (1,137,009)    $ (1,133,326)    $ (1,252,511)
 Push Cart Income            $   913,500     $    940,905     $    969,132     $    998,206     $  1,028,152     $  1,058,997
 Temporary Tenants           $   420,000     $    375,000     $    355,250     $    365,908     $    376,885     $    388,191
 Miscellaneous               $   989,625     $  1,019,314     $  1,049,893     $  1,081,390     $  1,113,832     $  1,147,247
- ---------------------------  -----------     ------------     ------------     ------------     ------------     ------------
 TOTAL INCOME:               $30,570,522     $ 32,730,109     $ 34,104,456     $ 35,031,666     $ 34,930,899     $ 37,249,982
OPERATING EXPENSES
 EXPENSES
 CAM Expense                 $ 5,331,700     $  5,518,310     $  5,711,450     $  5,911,351     $  6,118,248     $  6,332,387
 Tax Expense                 $ 2,828,202     $  2,927,189     $  3,029,641     $  3,135,679     $  3,245,427     $  3,359,017
 Food Court                  $   320,513     $    331,730     $    343,341     $    355,358     $    367,795     $    380,668
 General & Administrative    $   600,325     $    621,336     $    643,083     $    665,591     $    688,887     $    712,998
 Miscellaneous               $    50,875     $     52,656     $     54,499     $     56,406     $     58,380     $     60,424
 Management Fee              $ 1,038,736     $  1,087,862     $  1,119,057     $  1,134,801     $  1,127,564     $  1,199,027
- ---------------------------  -----------     ------------     ------------     ------------     ------------     ------------
 TOTAL EXPENSES:             $10,170,351     $ 10,539,083     $ 10,901,071     $ 11,259,186     $ 11,606,301     $ 12,044,521
NET OPERATING INCOME         $20,400,171     $ 22,191,026     $ 23,203,385     $ 23,772,480     $ 23,324,598     $ 25,205,461
 Alterations                 $   482,514     $    650,723     $    372,893     $    154,532     $  1,988,247     $     75,635
 Commissions                 $    84,782     $    107,307     $     73,202     $     29,310     $    431,169     $     19,888
 Replacement Reserve         $   240,662     $    249,085     $    257,803     $    266,826     $    276,165     $    285,831
- ---------------------------  -----------     ------------     ------------     ------------     ------------     ------------
 Subtotal:                   $   807,958     $  1,007,115     $    703,898     $    450,668     $  2,695,581     $    381,354
 NET CASH FLOW               $19,592,213     $ 21,183,911     $ 22,499,487     $ 23,321,812     $ 20,629,017     $ 24,824,107



<CAPTION>
                                                                                                                   CAGR     CAGR
                                  2005             2006             2007            2008             2009        1999-08   2001-08
                            ---------------- ---------------- --------------- ---------------- ---------------- --------- --------
<S>                         <C>              <C>              <C>             <C>              <C>              <C>       <C>
OPERATING INCOME
 MINIMUM RENT
 Mall Shop Tenants            $ 13,208,733     $ 13,261,448    $ 13,685,766     $ 13,902,300     $ 15,204,334       3.5%  2.7%
 Food Court Tenants           $    691,920     $    691,920    $    691,920     $    691,920     $    691,920       0.0%  0.0%
 Anchor/Major Tenants         $  9,248,048     $  9,248,048    $  9,248,048     $  9,478,431     $  9,651,823       0.3%  0.3%
 Kiosk Tenants                $    445,242     $    464,901    $    464,901     $    459,590     $    447,091      11.5%  3.1%
 Specialty Restaurants        $    403,950     $    403,950    $    403,950     $    403,950     $    403,950       2.5%  3.2%
- ---------------------------   ------------     ------------    ------------     ------------     ------------      ----   ---
 SUBTOTAL:                    $ 23,997,893     $ 24,070,267    $ 24,494,585     $ 24,936,191     $ 26,399,118       2.2%  1.7%
 RECOVERIES
 CAM-Anchor Tenants           $    835,241     $    864,474    $    894,733     $    917,588     $    945,159       1.5%  1.0%
 TAX-Anchor Tenants           $  1,502,781     $  1,555,377    $  1,609,817     $  1,621,759     $  1,627,092       2.7%  2.5%
 CAM-Mall Shops               $  7,371,921     $  7,573,478    $  7,890,282     $  8,163,865     $  9,076,634       7.1%  4.6%
 TAX-Mall Shops               $  1,681,596     $  1,732,563    $  1,811,710     $  1,815,393     $  1,957,831       3.0%  3.0%
 Water/Sewer Income           $     42,795     $     43,934    $     45,508     $     45,325     $     49,681       4.2%  3.0%
 Energy Recovery              $    195,766     $    195,177    $    198,482     $    199,897     $    222,763       1.5%  0.6%
 Food Court Recovery          $    453,090     $    468,949    $    485,362     $    502,349     $    519,932       4.3%  3.5%
- ---------------------------   ------------     ------------    ------------     ------------     ------------      ----   ---
 SUBTOTAL:                    $ 12,083,190     $ 12,433,952    $ 12,935,894     $ 13,266,176     $ 14,399,092       5.2%  3.7%
 Overage Rent                 $    401,633     $    415,690    $    430,239     $    445,298     $    460,883       9.4%  3.5%
 Sales Volume (000)           $    299,033     $    307,808    $    318,521     $    320,092     $    342,952       4.1%  3.1%
 GROSS RENTAL INCOME:         $ 36,482,716     $ 36,919,909    $ 37,860,718     $ 38,647,665     $ 41,259,093       3.2%  2.4%
- ---------------------------   ------------     ------------    ------------     ------------     ------------      ----   ---
 Credit Loss                  $ (1,277,832)    $ (1,295,275)   $ (1,340,550)    $ (1,346,156)    $ (1,439,694)      4.1%  3.0%
 Push Cart Income             $  1,090,767     $  1,123,490    $  1,157,195     $  1,191,910     $  1,227,668       3.0%  3.0%
 Temporary Tenants            $    399,837     $    411,832    $    424,187     $    436,913     $    450,020       0.4%  3.0%
 Miscellaneous                $  1,181,664     $  1,217,114    $  1,253,627     $  1,291,236     $  1,329,973       3.0%  3.0%
- ---------------------------   ------------     ------------    ------------     ------------     ------------      ----   ---
 TOTAL INCOME:                $ 37,877,152     $ 38,377,070    $ 39,355,177     $ 40,221,568     $ 42,827,060       3.1%  2.4%
OPERATING EXPENSES
 EXPENSES
 CAM Expense                  $  6,554,020     $  6,783,411    $  7,020,831     $  7,266,560     $  7,520,890       3.5%  3.5%
 Tax Expense                  $  3,476,583     $  3,598,263    $  3,724,202     $  3,854,549     $  3,989,459       3.5%  3.5%
 Food Court                   $    393,992     $    407,781    $    422,054     $    436,826     $    452,115       3.5%  3.5%
 General & Administrative     $    737,953     $    763,781    $    790,513     $    818,181     $    846,818       3.5%  3.5%
 Miscellaneous                $     62,538     $     64,727    $     66,993     $     69,337     $     71,764       3.5%  3.5%
 Management Fee               $  1,211,266     $  1,215,443    $  1,240,027     $  1,261,109     $  1,334,711       2.2%  1.7%
- ---------------------------   ------------     ------------    ------------     ------------     ------------      ----   ---
 TOTAL EXPENSES:              $ 12,436,352     $ 12,833,406    $ 13,264,620     $ 13,706,562     $ 14,215,757       3.4%  3.3%
NET OPERATING INCOME          $ 25,440,800     $ 25,543,664    $ 26,090,557     $ 26,515,006     $ 28,611,303       3.0%  1.9%
 Alterations                  $    116,816     $    423,075    $    500,590     $  2,215,295     $    164,665        --    --
 Commissions                  $     25,144     $     83,364    $     95,692     $    464,966     $     36,534        --    --
 Replacement Reserve          $    295,835     $    306,189    $    316,906     $    327,998     $    339,478        --    --
- ---------------------------   ------------     ------------    ------------     ------------     ------------      ----   ---
 Subtotal:                    $    437,795     $    812,628    $    913,188     $  3,008,259     $    540,677        --    --
 NET CASH FLOW                $ 25,003,005     $ 24,731,036    $ 25,177,369     $ 23,506,747                        2.0%  0.6%
</TABLE>


<PAGE>


                                             INCOME CAPITALIZATION APPROACH
- ------------------------------------------------------------------------------

     The revenues and expenses which an informed investor may expect to incur
from the subject property will vary, without a doubt, over the holding period.
Major investors active in the market for this type of real estate establish
certain parameters in the computation of these cash flows and criteria for
decision making which this valuation analysis must include if it is to be truly
market-oriented. These current computational parameters are dependent upon
market conditions in the area of the subject property as well as the market
parameters for this type of real estate which we view as being national in
scale.

     By forecasting the anticipated income stream and discounting future value
at reversion into a current value, the capitalization process may be applied to
derive a value that an investor would pay to receive that particular income
stream. Typical investors price real estate on their expectations of the
magnitude of these benefits and their judgment of the risks involved. Our
valuation endeavors to reflect the most likely actions of typical buyers and
sellers of property interest similar to the subject.

     An analytical real estate computer model that simulates the behavioral
aspects of property and examines the results mathematically is employed for the
discounted cash flow analysis. In this instance, it is the PRO-JECT PLUS+
computer model. Since investors are the basis of the marketplace in which the
subject property will be bought and sold, this type of analysis is particularly
germane to the appraisal problem at hand.

     A general outline summary of the major steps involved may be listed as
follows:

     1.   Analysis of the income stream: establishment of an economic (market)
          rent for tenant space; projection of future revenues annually based
          upon existing and pending leases; probable renewals at market
          rentals; and expected vacancy experience;

     2.   Estimation of a reasonable period of time to achieve stabilized
          occupancy of the existing property and make all necessary
          improvements for marketability;

     3.   Analysis of projected escalation recovery income based upon an
          analysis of the property's history as well as the experiences of
          reasonably similar properties;

     4.   Derivation of the most probable net operating income and pre-tax cash
          flow (net income less reserves, tenant improvements, leasing
          commissions and any extraordinary expenses to be generated by the
          property) by subtracting all property expenses from the effective
          gross income; and

     5.   Estimation of a reversionary sale price based upon capitalization of
          the net operating income (before reserves, tenant improvements and
          leasing commissions or other capital items) at the end of the
          projection period.

     Following is a detailed discussion of the components which form the basis
of this analysis.



                                     -92-
<PAGE>


                                             INCOME CAPITALIZATION APPROACH
- ------------------------------------------------------------------------------

=================================
DISCOUNTED CASH FLOW
"As Is" Analysis
=================================


POTENTIAL GROSS REVENUES

     The total potential gross revenues generated by the subject property are
composed of a number of distinct elements: minimum rent determined by lease
agreement; additional overage rent based upon a percentage of retail sales;
reimbursement of certain expenses incurred in the ownership and operation of
the real estate; and other miscellaneous revenues.

     Minimum base rent represents a legal contract establishing a return to
investors in the real estate, while the passing-on of certain expenses to
tenants serves to maintain this return in an era of continually rising costs of
operation. Additional rent based upon a percentage of retail sales experienced
at the subject serves to preserve the purchasing power of the residual income
to an equity investor over time. Finally, miscellaneous income adds an
additional source of revenue in the complete operation of the subject property.

MINIMUM RENTAL INCOME

     Minimum rent produced by the subject property is derived from that paid by
the various tenant types. The projection utilized in this analysis is based
upon the actual rent roll and our projected leasing schedule in place as of the
date of appraisal, together with our assumptions as to the absorption of the
vacant space, market rent growth, and renewal/turnover probability. We have
also made specific assumptions regarding deals that are in progress and have a
strong likelihood of coming to fruition. In this regard, we have worked with
management and leasing personnel to analyze each pending deal on a case by case
basis. Typically, we incorporate all executed as well as high probability
leases in our analysis. These transactions represent a reasonable and prudent
assumption from an investor's standpoint.

     The rental income which an asset such as the subject property will
generate for an investor is analyzed as to its quality, quantity, and
durability. The quality and probable duration of income will affect the amount
of risk which an informed investor may expect over the property's useful life.
Segregation of the income stream along these lines allows us to control the
variables related to the center's forecasted performance with greater accuracy.
Each tenant type lends itself to a specific weighting of these variables as the
risk associated with each varies.

     Minimum rents forecasted at the subject property are essentially derived
from various tenant categories, namely specialty tenant revenues consisting of
all in-line shops, food court tenants, restaurants, kiosks and anchor/major
tenant revenues. In our investigation and analysis of the marketplace, we have
surveyed, and ascertained where possible, rent levels being commanded by
competing centers. However, it should be recognized that large retail shopping
centers are generally considered to be separate entities by virtue of age and
design, accessibility, visibility, tenant mix, and the size and purchasing
power of its trade area. Consequently, the best measure of minimum rental
income is its actual rent roll and leasing schedule.



                                     -93-
<PAGE>


                                             INCOME CAPITALIZATION APPROACH
- ------------------------------------------------------------------------------

     As such, our analysis of recently negotiated leases for tenants at the
subject provides important insight into perceived market rent levels for the
property. Inasmuch as a tenant's ability to pay rent is based upon expected
sales achievement, the level of negotiated rents is directly related to the
individual tenant's perception of their expected performance at the center. Due
to the newness of the subject, all leases in-place will be analyzed.

SPECIALTY/IN-LINE SHOPS

     Our analysis of market rent levels for in-line shops has resolved itself
to a variety of influencing factors. Although it is typical that larger tenant
spaces are leased at lower per square foot rates and lower percentages, the
type of tenant as well as the variable of location within the mall can often
distort this size/rate relationship. The following chart presents an analysis
of in-line shop rents based upon executed and out-for-signature leases, and
several letters of intent on an annualized basis for 1998:

=========================================================================
LEASES IN-PLACE-1998*
GRAPEVINE MILLS
Cushman & Wakefield, Inc.
=========================================================================
  SIZE CATEGORY     ANNUALIZED RENT    APPLICABLE GLA       RENT/SF
=========================================================================
Under                  $ 948,152          22,946 SF          $41.32
1,200 SF
- -------------------------------------------------------------------------
1,201 -                $1,761188          53,054 SF          $33.20
2,000 SF
- -------------------------------------------------------------------------
2,001 -                $1,776753          73,089 SF          $24.31
3,500 SF
- -------------------------------------------------------------------------
3,501 -               $1,598,618          81,461 SF          $19.62
5,000 SF
- -------------------------------------------------------------------------
5,001 -               $1,612,771          84,400 SF          $19.11
7,500 SF
- -------------------------------------------------------------------------
Over                  $1,385,988          86,670 SF          $15.99
7,500 SF
=========================================================================
TOTAL/AVERAGE         $9,083,470         401,620 SF          $22.51
=========================================================================
* Includes existing and proposed leases for calendar year 1998 based
  upon leasing activity. Partial year tenants have been annualized to
  reflect the full 12-months.
=========================================================================


     As can be seen, lease rates generally have an inverse relationship with
suite size and show and overall average rent of about $22.50 per square foot.

     COMPARABLE MILLS CENTERS ATTAINED RENTS

     To further support specialty tenant lease rates, a comparison of the
subject can also be made to the other Mills projects which are deemed to be
comparable in many respects. This information represents the latest data
available and is summarized in the following chart.

  =============================================================================
                 EFFECTIVE RENT ALLOCATIONS - SPECIALTY TENANTS
  =============================================================================
                 POTOMAC      FRANKLIN     SAWGRASS      GURNEE    SURVEY MEAN
      YEAR        MILLS        MILLS        MILLS        MILLS
  =============================================================================
      1994        $22.17       $21.54       $24.83       $10.71      $19.81
  -----------------------------------------------------------------------------
      1995        $23.14       $21.29       $27.58       $20.08      $23.02
  -----------------------------------------------------------------------------
      1996        $25.32       $22.16       $27.90       $20.56      $23.98
  =============================================================================




                                     -94-
<PAGE>


                                             INCOME CAPITALIZATION APPROACH
- ------------------------------------------------------------------------------

     From the above we see that the average attained rents for specialty shop
space (exclusive of food court tenants) ranges from $20.56 per square foot at
Gurnee Mills to $27.90 per square foot at Sawgrass.

     Among the square feet leased, the mean rental rate is calculated to be
$23.98 per square foot. Minimum rents from specialty tenants reportedly
represent approximately 65.0 percent of all annual minimum rent revenues at
Mills properties. At the other Mills and Great Mall projects, rental rates are
much the same:

     ONTARIO MILLS reports mall shop rents that average about $22.69 per square
     foot, with anchor rental rates ranging from $5.00 to $18.00 per square
     foot, with an average of $9.66.

     ARIZONA MILLS reports an average mall shop rent of $23.00 per square foot,
     although leases in-place average $23.83. Anchor leases are budgeted to
     average about $11.06 per square foot, with executed leases currently
     averaging $10.66 per foot. Anchor leases under negotiation are showing an
     average rental rate of $12.80 per square foot and include a range of
     tenants, from JCPenney Outlet, to IMAX, Sega, and Off Rodeo. All combined,
     the overall average budgeted rent for Arizona is approximately $16.36 per
     foot.

     THE GREAT MALL OF THE GREAT PLAINS reports specialty tenant leases
     in-place at an average about $18.50 per foot. Anchor leases average $9.67
     per foot.

     Finally, at The GREAT MALL OF THE GREAT NORTHWEST, mall shop leases
     average about $20.17 per foot, while anchor leases average $11.16 per
     foot.

     Quite obviously, some of the averages are skewed downward by virtue of the
number of older leases that would characterize these projects having been built
over the period 1985 to 1993 with most of the construction occurring prior to
1991.

     We would again note that the newest Mills projects, Ontario Mills and
Arizona Mills report average rents in-line with the subject. On balance, it
would appear that achieved rents are within an acceptable range when viewed in
comparison to the other Mills properties.

MARKET COMPARISONS - OCCUPANCY COST RATIOS

     In further support of developing a forecast for market rent levels, we
have undertaken a comparison of minimum rent to projected sales and total
occupancy costs to sales ratios. Generally, our research and experience with
other regional malls shows that the ratio of minimum rent to sales falls within
the 7.0 to 10.0 percent range in the initial year of the lease, with 7.5
percent to 8.5 percent being most typical. By adding additional costs to the
tenant, such as real estate tax and common area maintenance recoveries, a total
occupancy cost may be derived. Expense recoveries and other tenant charges can
add up to 100 percent of minimum rent and comprise the balance of total tenant
costs.



                                     -95-
<PAGE>


                                             INCOME CAPITALIZATION APPROACH
- ------------------------------------------------------------------------------

     The typical range for total occupancy cost-to-sales ratios falls between
11.0 and 15.0 percent. As a general rule, where sales exceed $250 to $275 per
square foot, 14.0 to 15.0 percent would be a reasonable cost of occupancy.
Experience and research show that most tenants will resist total occupancy
costs that exceed 15.0 to 18.0 percent of sales. Obviously, this comparison
will vary from tenant to tenant and property to property.

     In higher end markets where tenants are able to generate sales above
industry averages, tenants can generally pay rents which fall toward the upper
end of the ratio range. Moreover, if tenants perceive that their sales will be
increasing at real rates that are in excess of inflation, they will typically
be more inclined to pay higher initial base rents. Obviously, the opposite
would be true for poorer performing centers in that tenants would be squeezed
by the thin margins related to below average sales. With fixed expenses
accounting for a significant portion of the tenants contractual obligation,
there would be little room left for base rent.

     In this context, we have provided an occupancy cost analysis for several
regional malls with which we have had direct insight over the past year. This
information is provided on the FOLLOWING PAGE. On average, these ratio
comparisons provide a realistic check against projected market rental rate
assumptions.

     From this analysis we see that the ratio of base rent to sales ranges from
5.8 to 9.9 percent, while the total occupancy cost ratios vary from 8.5 to 17.0
percent when all recoverable expenses are included. The surveyed mean for the
malls analyzed is 8.1 percent and 12.9 percent, respectively.

     These relative measures can be compared with two well known publications,
The Score (1996) by the International Council of Shopping Centers and Dollars &
Cents of Shopping Centers (1997) by the Urban Land Institute. The most recent
publications indicate base rent-to-sales ratios of approximately 6.0 to 8.0
percent and total occupancy cost ratios of 9.0 and 13.0 percent, respectively.

     In general, while the rental ranges and ratio of base rent to sales vary
substantially from mall to mall and tenant to tenant, they do provide general
support for the rental ranges and ratio which is projected for the subject
property.

CONCLUSION - MARKET RENT ESTIMATE FOR IN-LINE SHOPS

     Comparable in-line mall shop sales are forecasted to be approximately $300
per square foot for 1998 (exclusive of food court, restaurants, and kiosks).
Since tenant recoveries are forecasted in the middle-range for a property of
the subject's caliber, we feel that the subject's rent-to-sales ratio should
not exceed 8.0 percent. We can test the subject's rent achievement potential
relative to forecasted sales levels. This sensitivity is shown below:

==============================================================
   BASE RENT TO SALES RATIO       IMPLIED RENT AT $300/SF
==============================================================
            7.00%                          $21.00
- --------------------------------------------------------------
            7.25%                          $21.75
- --------------------------------------------------------------
            7.50%                          $22.50
- --------------------------------------------------------------
            8.00%                          $24.00
==============================================================



                                     -96-
<PAGE>

OCCUPANCY COST ANALYSIS/COMPARISON
CUSHMAN & WAKEFIELD, INC.



<TABLE>
<CAPTION>
                                                           BUDGET      YEAR        NO.
  NO.                 AREA LOCATION                STATE    YEAR       BUILT     STORIES
====== ========================================== ======= ======== ============ =========
<S>    <C>                                        <C>     <C>      <C>          <C>
  **   ULI-Super-Regional Malls                      US    1996        --          --
  **   ULI-Regional Malls                            US    1996        --          --
  **   ICSC-All Enclosed Malls                       US    1995        --          --
  **   ICSC-Malls  (greater than)  1,000,000 sf      US    1995        --          --
====   ========================================== =======  ====    ==========      ==
   1   San Jose MSA                                  CA    1997       1986         2
   2   San Francisco MSA                             CA    1997      1954/88       2
   3   San Francisco MSA                             CA    1997       1988         8
   4   Ontario MSA                                   CA    1997       1996         1
   5   Sacramento County MSA                         CA    1996    1957/81/94      2
   6   Riverside County MSA                          CA    1995      1970/91       1
   7   Fairfield County MSA                          CT    1995      1986/91       2
   8   Daytona Beach MSA                             FL    1996    1974/90/96      1
   9   Miami MSA                                     FL    1995       1982         1
  10   Gainsville MSA                                GA    1997    1964/87/96      1
  11   Bloomingdale MSA                              IL    1995    1981/88/91      2
  12   Indianapolis MSA                              IN    1995      1968/87       1
  13   North/Central Kansas                          KS    1995      1987/90       1
  14   Alexandria MSA                                LA    1996      1973/86       1
  15   Monroe MSA                                    LA    1996       1985         1
  16   Boston MSA                                    MA    1997       1989         3
  17   Boston MSA                                    MA    1997      1989/92       1
  18   Bristol County MSA                            MA    1996      1992/93       2
  19   Boston MSA                                    MA    1996    1996/93/94      2
  20   Worcester County MSA                          MA    1996      1971/87       1
  21   Baltimore MSA                                 MD    1997    1959/82/92      4
  22   Baltimore MSA                                 MD    1997      1956/91       1
  23   Westminster MSA                               MD    1997      1987/94       1
  24   Washington-Baltimore                          MD    1996      1979/93       2
  25   Genesee County MSA                            MI    1995      1980/93       1
  26   Minneapolis MSA                               MN    1995      1962/94       1
  27   St. Louis MSA                                 MO    1996      1974/94       2
  28   Las Vegas MSA                                 NV    1997      1992/97       1
  29   Rochester MSA                                 NY    1997    1971/86/96      1
  30   Orange County MSA                             NY    1997       1980         1
  31   Chemung County MSA                            NY    1997    1967/81/95      2
  32   Syracuse MSA                                  NY    1997      1988/94       1
  33   Syracuse MSA                                  NY    1997      1954/97       1
  34   White Plains MSA                              NY    1996      1980/93       4
  35   Queens County MSA                             NY    1996    1973/90/95      4
  36   Buffalo MSA                                   NY    1996      1985/89       1
  37   Dayton MSA                                    OH    1997      1969/94       2
  38   Cincinnati MSA                                OH    1996    1956/88/94      2
  39   Bucks County MSA                              PA    1995      1968/75       1
  40   Johnson City                                  TN    1996    1971/91/96      2
  41   Nashville MSA                                 TN    1995       1990         2
  42   Amarillo MSA                                  TX    1995      1982/86       1
  43   Burlington MSA                                VT    1995    1979/89/92      1
  44   Washington D.C. MSA                           VA    1996    1968/86/91      2
  45   Prince William Cty. MSA                       VA    1997    1972/88/96      1
  46   Norfolk-Chesapeake MSA                        VA    1997    1981/88/97      2
  47   Seattle MSA                                   WA    1995      1979/95       1
====   ========================================== =======  ====    ==========      ==
       SURVEY LOW:
       SURVEY HIGH:
       SURVEY MEAN:
====   ==========================================



<CAPTION>
          TOTAL       SHOP       AVG.                     AVG.       RENT-      TOTAL
  NO.      GLA        GLA        RENT     RECOVERIES      SALES      SALES      COSTS    LOCATION
====== =========== ========= =========== ============ ============ ========= ========== ==========
<S>    <C>         <C>       <C>         <C>          <C>          <C>       <C>        <C>
  **    1,037,007  351,721     $ 16.54     $  9.31    $   203.87       8.1%      12.7%         --
  **      519,721  243,928     $ 10.44     $  4.89    $   180.78       5.8%       8.5%         --
  **      582,893  261,553     $ 12.05     $  5.82    $   176.16       6.8%      10.1%         --
  **    1,206,874  407,060     $ 20.01     $ 12.57    $   271.64       7.4%      12.0%         --
====    =========  =======     =======     =======    ==========       ===       ====          ==
   1    1,139,384  394,496     $ 38.95     $ 20.15    $   593.00       6.6%      10.0%   Suburban
   2      854,164  266,413     $ 33.75     $ 22.52    $   407.00       8.3%      13.8%     Urban
   3      499,930  183,430     $ 53.60     $ 32.45    $   540.00       9.9%      15.9%     Urban
   4    1,536,223  508,942     $ 23.00     $ 13.10    $   280.00       8.2%      12.9%   Suburban
   5    1,066,161  410,168     $ 34.40     $ 18.25    $   400.00       8.6%      13.2%   Suburban
   6    1,044,536  411,640     $ 22.59     $ 17.00    $   250.00       9.0%      15.8%   Suburban
   7    1,270,146  499,868     $ 32.00     $ 17.20    $   425.00       7.5%      11.6%   Suburban
   8    1,064,922  246,379     $ 25.42     $ 12.12    $   300.00       8.5%      12.5%   Suburban
   9    1,120,827  290,385     $ 29.36     $ 16.55    $   355.00       8.3%      12.9%   Suburban
  10      518,422  191,919     $ 16.50     $  8.06    $   239.00       6.9%      10.3%   Suburban
  11    1,292,186  427,609     $ 21.84     $ 10.37    $   250.00       8.7%      12.9%   Suburban
  12    1,239,059  260,359     $ 22.43     $  9.00    $   235.00       9.5%      13.4%   Suburban
  13      400,307  185,324     $ 14.97     $ 10.31    $   212.00       7.1%      11.9%   Suburban
  14      873,833  292,560     $ 16.00     $ 12.67    $   216.00       7.4%      13.3%   Suburban
  15      920,779  338,875     $ 19.62     $  9.77    $   271.00       7.2%      10.8%   Surburban
  16      650,804  329,573     $ 38.88     $ 22.80    $   403.00       9.6%      15.3%     Urban
  17      770,575  276,681     $ 19.30     $ 13.19    $   253.00       7.6%      12.8%   Suburban
  18      998,436  341,948     $ 21.80     $ 12.16    $   257.00       8.5%      13.2%   Suburban
  19    1,155,068  431,068     $ 41.79     $ 13.08    $   426.00       9.8%      12.9%   Suburban
  20      445,875  182,372     $ 22.36     $ 14.93    $   288.00       7.8%      12.9%   Suburban
  21      952,021  532,892     $ 32.65     $ 14.08    $   379.00       8.6%      12.3%   Suburban
  22      862,313  241,146     $ 19.00     $ 14.51    $   255.00       7.5%      13.1%   Suburban
  23      525,702  194,271     $ 16.20     $ 14.67    $   238.00       6.8%      13.0%   Suburban
  24      661,534  245,112     $ 19.22     $ 19.77    $   257.00       7.5%      15.2%   Suburban
  25      451,036  230,625     $ 16.00     $  9.01    $   219.00       7.3%      11.4%   Suburban
  26      982,228  201,561     $ 21.00     $ 22.51    $   262.00       8.0%      16.6%   Suburban
  27      442,321  181,608     $ 30.00     $ 13.93    $   365.00       8.2%      12.0%   Suburban
  28      475,940  475,940     $ 90.00     $ 27.47    $ 1,250.00       7.2%       9.4%     Urban
  29    1,122,021  427,019     $ 24.00     $ 11.55    $   280.00       8.6%      12.7%   Suburban
  30      465,984  153,331     $ 18.00     $ 14.64    $   264.00       6.8%      12.4%   Suburban
  31      910,623  306,188     $ 15.25     $  9.20    $   220.00       6.9%      11.1%   Suburban
  32      789,032  302,979     $ 17.50     $ 13.25    $   210.00       8.3%      14.6%   Suburban
  33    1,006,645  403,672     $ 17.00     $ 11.97    $   200.00       8.5%      14.5%   Suburban
  34      882,728  326,813     $ 32.65     $ 25.84    $   344.00       9.5%      17.0%     Urban
  35      625,659  149,971     $ 54.00     $ 46.37    $   670.00       8.1%      15.0%     Urban
  36      753,105  285,771     $ 19.67     $ 14.83    $   250.00       7.9%      13.8%   Suburban
  37    1,329,514  446,381     $ 26.20     $ 10.81    $   286.00       9.2%      12.9%   Suburban
  38    1,117,491  381,943     $ 35.74     $ 13.67    $   400.00       8.9%      12.4%   Suburban
  39      348,309  305,212     $ 19.35     $ 10.00    $   239.00       8.1%      12.3%   Suburban
  40      557,715  223,110     $ 17.50     $  8.71    $   207.00       8.5%      12.7%   Suburban
  41      716,462  373,662     $ 15.25     $ 13.30    $   180.00       8.5%      15.9%   Suburban
  42      889,508  316,190     $ 18.00     $  7.53    $   200.00       9.0%      12.8%   Suburban
  43      490,424  185,398     $ 23.00     $  9.51    $   294.00       7.8%      11.1%   Suburban
  44    1,446,222  784,575     $ 25.00     $ 12.63    $   320.00       7.8%      11.8%   Suburban
  45      716,800  302,900     $ 21.50     $ 14.57    $   240.00       9.0%      15.0%   Suburban
  46      770,209  306,890     $ 20.70     $ 12.30    $   272.00       7.6%      12.1%   Suburban
  47    1,012,754  311,019     $ 27.35     $  7.86    $   325.00       8.4%      10.8%   Suburban
====    =========  =======     =======     =======    ==========       ===       ====    ========
          348,309  149,971     $ 10.44     $  4.89    $   176.16       5.8%       8.5%
        1,536,223  784,575     $ 30.00     $ 46.37    $ 1,250.00       9.9%      17.0%
          853,185  320,205     $ 25.48     $ 14.56    $   314.87       8.1%      12.9%
====    =========  =======     =======     =======    ==========       ===       ====
</TABLE>

<PAGE>

AVERAGE MALL SHOP RENT CALCULATION GRAPEVINE MILLS (DALLAS, TX) Cushman &
Wakefield, Inc.



<TABLE>
<CAPTION>
         SUITE SIZE            APPLICABLE     PRO-RATA         RENT        WEIGHTED
          CATEGORY                SQ/FT         SHRE       PER SQ. FT.     AVERAGE
===========================   ============   ==========   =============   =========
<S>                           <C>            <C>          <C>             <C>
  IN-LINE MALL SHOPS
         Under - 1,200 SF      25,097 SF         4.91%    $ 41.00         $  2.01
         1,201 - 2,000 SF      68,892 SF        13.47%    $ 33.00         $  4.45
         2,001 1 3,500 SF      89,219 SF        17.45%    $ 25.00         $  4.36
         3,501 - 5,000 SF      98,350 SF        19.23%    $ 20.00         $  3.85
         5,000 - 7,500 SF     106,554 SF        20.84%    $ 19.00         $  3.96
          Over - 7,500 SF     123,282 SF        24.11%    $ 16.00         $  3.86
===========================   ============     ======     =======         =======
  MALL SHOP AVERAGE RENT:     511,394 SF       100.00%                    $ 22.48
===========================   ============     ======                     =======
</TABLE>



<PAGE>

                                             INCOME CAPITALIZATION APPROACH
- ------------------------------------------------------------------------------

     As discussed, the average rental rate for all in-place leases as of this
writing is approximately $22.50 per square foot. Leasing within other
Mills-type projects would suggest the leasing at the subject is in-line with
its peers. Looking at a pure rent-to-sales ratio, it would appear that the
subject could support an average rent between $21.00 and $24.00 per foot. After
considering all of the above, we have developed a weighted average rental rate
of approximately $22.50 per square foot based upon a relative weighting of
tenant space by size. The average rent is a weighted average rent for all
in-line mall tenants only and is summarized on the FACING PAGE CHART.

OCCUPANCY COST - TEST OF REASONABLENESS

     Our weighted average rent can next be tested against total occupancy costs
in the mall based upon the standard recoveries for new mall tenants. A total
built-up occupancy cost can be derived by taking the weighted average rent and
adding projected occupancy costs for tenants in the mall. This total can then
be tested against the average sales for mall tenants. Our total occupancy cost
analyses can be found on the following chart.

=================================================================
            TOTAL OCCUPANCY COST ANALYSIS - FY 1999
=================================================================
            TENANT COST                 ESTIMATED EXPENSES/SF
=================================================================
Economic Base Rent
          Weighted Average Rent               $  22.50
- -----------------------------------------------------------------
Occupancy Costs (A)
     Common Area Maintenance  (1)             $  11.80
- -----------------------------------------------------------------
     Real Estate Taxes        (2)             $   3.00
- -----------------------------------------------------------------
     Other Recoveries         (3)             $   0.45
- -----------------------------------------------------------------
Total Tenant Costs                            $  37.75
- -----------------------------------------------------------------
Projected Average Sales                       $ 300.00
=================================================================
Rent to Sales Ratio                               7.50%
- -----------------------------------------------------------------
Cost of Occupancy Ratio                          12.58%
=================================================================
(A)  Costs that are occupancy sensitive will decrease for tenants on a unit
     rate basis as lease-up occurs.

(1)  CAM reimbursement is based on leased mall area (LMA). Generally, the
     standard lease clause provides for CAM to be passed through with a 15.0%
     administrative fee and management fees, less major and anchor
     contributions. The standard denominator is based on occupied area. A
     complete discussion of the standard recovery formula is presented later in
     this report.

(2)  Tax pass-through is based upon total occupied gross leasable area (GOLO)
     which is the recovery basis for taxes.

(3)  Other recoveries include the profit portion of the energy recovery
     ($.37/SF) and water & sewer charges ($.07/SF).
=================================================================


                                     -97-
<PAGE>

                                             INCOME CAPITALIZATION APPROACH
- ------------------------------------------------------------------------------

     Total costs, on average, are shown to be 12.58 percent of projected
average 1998 retail sales which we feel is reasonable. Reimbursement charges
will be reduced with increased occupancy at the property. We would also note
that profit for energy has been included in this analysis which is not entirely
common in the industry since energy is a typical cost of doing business.

FOOD COURT TENANTS

     Grapevine Mills has a food court totaling 11,532 square feet which is
leased to Mariott on a twelve year lease with a three-year option. The food
court contains ten units indicating an average space size of 1,153 square feet.
Mariott leases the space for $60.00 per square foot, or $691,920 annually. The
rent steps to $65.00 per square foot during the option period.

     To better support rental rates for food court tenants at Grapevine, we
have again looked to Mills-type property comparisons.

     MILLS PROPERTY FOOD COURT RENTS

     The Mills Corporation has provided us with information on the food courts
at the other Mills malls. This information is summarized below.

=====================================================================
                           MILLS CENTERS
                     AVERAGE FOOD COURT RENTS *
=====================================================================
                                                        % OF ANNUAL
     CENTER        GLA (SF)    ANNUAL RENT   UNIT RATE   MIN. RENT
=====================================================================
Franklin Mills         10,527   $   619,860      $58.88        4.28%
- ---------------------------------------------------------------------
Potomac Mills           8,916   $   569,739      $63.90        3.31%
- ---------------------------------------------------------------------
Gurnee Mills           12,502   $   712,905      $57.02        5.51%
- ---------------------------------------------------------------------
Sawgrass Mills         24,468   $ 1,215,019      $49.66        5.57%
=====================================================================
TOTAL/AVERAGE          56,413   $ 3,117,523      $57.37        4.67%
=====================================================================
* As of Mid-1996
=====================================================================

     From the above, we see that among the four Mills projects, food court
rents range from an average of $49.66 per square foot at Sawgrass to a high of
$63.90 per square foot at Potomac Mills. Overall, the average rent for the
nearly 56,500 square feet of food court space is $57.37 per square foot. Food
court revenues account for approximately 4.7 percent of all base rent at the
Mills projects.

     At Ontario Mills, average food court rents are about $55.00 per square
foot, while Arizona Mills has a food court rent of about $70.00. At The Great
Mall of The Great Plains, ownership has forecasted average rent of about $75.00
per square foot.

     Based upon ownership's budget, with support from existing Mills property,
we have forecasted food court sales to be approximately $800 per square foot.
This level can be compared to the following reported sales levels at other
Mills projects as of 1996:



                                     -98-

<PAGE>

COMPARABLE FOOD COURT RENTS (AND SALES PRODUCTIVITY)*
CUSHMAN & WAKEFIELD, INC.




<TABLE>
<CAPTION>
                                                                                                    TOTAL       TOTAL
                                            MALL        FOOD        AVG.      AVG.   RENT/SALES   OCCUPANCY   OCCUPANCY
                PROPERTY                  SHOP GLA   COURT GLA   BASE RENT   SALES      RATIO       COST**    COST RATIO
======================================== ========== =========== =========== ======= ============ =========== ===========
<S>                                      <C>        <C>         <C>         <C>     <C>          <C>         <C>
The Score -- 1995                           N/A         8,591    $  39.77    $472        8.4%     $  65.75       13.9%
All US Enclosed Malls                     
- ----------------------------------------  -------       -----    --------    ----       ----      --------       ----

The Score -- 1995                           N/A        10,337    $  59.42    $599       10.3%     $  91.86       15.3%
Malls  (greater than) 1,000,000 Sq. Ft.  
- ----------------------------------------  -------      ------    --------    ----       ----      --------       ----

Natick Mall                               436,700       7,299    $ 136.39    $779       17.5%     $ 176.00       22.7%
Natick, MA                               
- ----------------------------------------  -------      ------    --------    ----       ----      --------       ----

Galleria at Crystal Run                   360,735       8,085    $ 109.13    $667       16.4%     $ 147.00       22.0%
Middletown, NY                            
- ----------------------------------------  -------      ------    --------    ----       ----      --------       ----

Smith Haven Mall                          505,200       6,047    $  85.67    $815       10.5%     $ 157.50       19.3%
Lake Grove, NY                            
- ----------------------------------------  -------      ------    --------    ----       ----      --------       ----

Carousel Center                           652,700      10,154    $ 134.34    $800       16.8%     $ 187.00       23.4%
Syracuse, NY                             
- ----------------------------------------  -------      ------    --------    ----       ----      --------       ----

Alderwood Mall                            311,000       8,252    $  73.24    $600       12.2%     $  88.00       14.6%
Lynnwood, WA                             
- ----------------------------------------  -------      ------    --------    ----       ----      --------       ----

Towson Town Center                        532,892       8,941    $ 105.00    $810       13.0%     $ 152.00       18.2%
Towson, Maryland                         
- ----------------------------------------  -------      ------    --------    ----       ----      --------       ----

Silver City Galleria                      349,107       9,412    $ 106.44    $616       17.3%     $ 139.00       22.5%
Taunton, MA                              
- ----------------------------------------  -------      ------    --------    ----       ----      --------       ----

Galleria at White Plains                  326,800       9,693    $  67.19    $773        8.9%     $ 136.00       17.6%
White Plains, NY                         
- ----------------------------------------  -------      ------    --------    ----       ----      --------       ----

Wilton Mall                               256,700       7,303    $  46.33    $515        9.0%     $  75.00       14.5%
Saratoga, NY                             
- ----------------------------------------  -------      ------    --------    ----       ----      --------       ----

Manassas Mall                             260,360       6,231    $  46.97    $489        9.6%     $  79.11       16.2%
Manassas, VA                             
- ----------------------------------------  -------      ------    --------    ----       ----      --------       ----

University Mall                           185,400       5,502    $  60.10    $489       12.3%     $  69.50       14.0%
South Burlington, VT                     
- ----------------------------------------  -------      ------    --------    ----       ----      --------       ----

Mall at Fairfield Commons                 327,200       9,080    $  90.09    $661       13.6%     $ 100.50       15.2%
Beavercreek, OH                          
- ----------------------------------------  -------      ------    --------    ----       ----      --------       ----

Brandon Town Center                       359,600       7,337    $  65.56    $500       13.1%     $  95.25       19.1%
Brandon, FL                               
- ----------------------------------------  -------      ------    --------    ----       ----      --------       ----

Boulevard Mall                            260,749       8,945    $  60.84    $496       12.3%     $  94.04       18.1%
Amherst, NY                              
========================================  =======      ======    ========    ====       ====      ========       ====

HI:                                       652,700      10,337    $ 136.39    $815       17.5%     $ 187.00       23.4%
LOW:                                      185,400       5,502    $  39.77    $472        8.4%     $  65.75       13.9%
MEAN:                                     366,082       8,201    $  80.41    $630       12.6%     $ 115.84       17.9%
- ----------------------------------------  -------      ------    --------    ----       ----      --------       ----
* All values are reported per square foot unless otherwise noted.
**Inclusive of all operating expenses including food court charges.
=========================================================================================================================
</TABLE>


<PAGE>

                                             INCOME CAPITALIZATION APPROACH
- ------------------------------------------------------------------------------

====================================
          MILLS PROJECTS
      FOOD COURT SALES - 1996
====================================
Franklin Mills              $480/SF
- ------------------------------------
Gurnee Mills                $698/SF
- ------------------------------------
Potomac Mills               $709/SF
- ------------------------------------
Sawgrass Mills              $654/SF
====================================

     The food court at Ontario Mills has far outperformed the levels at other
Mills projects. The 1997 food court sales are estimated at $1,371 per square
foot. This was also Ontario Mills' first year of operation.

     With an average achieved rent of $60.00 per square foot (based on leases
out-for-signature), the subject clearly falls toward the middle of the mean for
the comparables presented, as well as other Mills-type projects. Based on
projected 1999 sales of about $800 per square foot, a rent-to-sales ratio of
 .7.50 percent is indicated for the subject which is at the low end of the range
compared to the other centers.

     In addition to the above, we have looked at a sampling of recent leasing
activity within other mall food courts. The table on the FACING PAGE
illustrates the average rent attainment levels for new food courts in various
mall for which we have documented information. The subject is achieving rents
within the indicated range of the comparables which have an overall mean of
$78.96 per square foot.

     Food court tenants are expected to pay a higher cost of occupancy than
other tenants at the subject. In many regional malls, food court tenants will
generally pay the greater of 3.0 percent of sales or a flat cost per square
foot to account for the cost of operating the food court. In the case of the
subject, the Mills Corp. estimates a 1998 average recovery of $30.00 per square
foot. This charge is in addition to the standard mall charges and is based on
the tenants pro-rata share of the food court expense plus a 15 percent fee.

     When other recovery items for taxes and miscellaneous expenses are
considered, total additional costs to a food court tenant in 1998 are expected
to be approximately $45.25 per square foot for all pass-through charges. Thus,
base rent ($60.00/SF) plus all pass-through charges can be estimated at
approximately $105.25 per square foot as shown within the following chart.

===============================================
          FOOD COURT MARKET ANALYSIS
===============================================
Base Rent/SF                            $60.00
- -----------------------------------------------
Average Sales/SF                       $800.00
- -----------------------------------------------
Base Rent/Sales Ratio                      7.5%
- -----------------------------------------------
Operating Costs*                        $45.25
- -----------------------------------------------
Total Occupancy Costs                  $105.25
- -----------------------------------------------
Occupancy Cost Ratio                     13.16%
===============================================
*  Inclusive of food court.
===============================================


                                     -99-
<PAGE>


                                             INCOME CAPITALIZATION APPROACH
- ------------------------------------------------------------------------------

KIOSK TENANTS

     The subject has space for seven permanent kiosks with a total size of
2,584 square feet, indicating an overall average of approximately 370 squarer
feet. Of the seven spaces, six are currently vacant. Ownership has forecasted
an annual rent of approximately $150.00 for the kiosk spaces.

     At The Great Mall of The Great Plains, the leasing plain provides for 12
permanent kiosks plus one oversized `kiosk' to be leased to Bank of Kansas.
Kiosks average about 150 square feet, excluding Bank of Kansas, with a budgeted
average rental rate of about $33,000, or $220 per square foot. Our experience
at other regional malls including the other Mills projects shows that $150/SF
is readily achievable.

     On balance, we would project that the subject could support a rental rate
of $150 per square foot for the 2,584 square feet of kiosk space. This equates
to a rent of $55,500 per year per unit.

RESTAURANT TENANTS

     The leasing plan calls for 16,158 square feet of restaurant tenants,
excluding the food court. Tenants include Dick Clark's, Chili's Too, and Corner
Bakery. Similar to the food court, these spaces are lease directly to Mariott.
The leases are each for seven years with an initial annual lease rate of $20.00
per square foot, stepping to $25.00 in year five. Each lease includes two,
five-year options.

     Based upon the lease in-place, we estimate a market rent for the
restaurant component of the subject property of $20.00 per square foot.



                                     -100-
<PAGE>


                                             INCOME CAPITALIZATION APPROACH
- ------------------------------------------------------------------------------

ANCHOR/MAJOR TENANTS

     An investor in Grapevine Mills would assume a leased fee interest in
several major and anchor tenants. The following schedule briefly summarizes the
rent obligation of each.

===============================================================================
                     ANCHOR AND MAJOR TENANT OBLIGATIONS
===============================================================================
SUITE       TENANT       AREA (SF)* BASE TERM   OPTIONS   ANNUAL RENT RENT/SF
===============================================================================
  C    Western Warehouse   20,130     10 yrs    Two 5-yr  $   320,268  $15.91
- -------------------------------------------------------------------------------
  D    Sega Gameworks      32,223     10 yrs   Four 5-yr  $   594,244  $18.44
- -------------------------------------------------------------------------------
  E    AMC Theatre        109,393     20 yrs   Four 5-yr  $ 2,625,432  $24.00
- -------------------------------------------------------------------------------
  F1   American            32,285     15 yrs   Three 5-yr $   243,437  $7.54
       Wilderness
- -------------------------------------------------------------------------------
  H    Marshalls           29,397     10 yrs   Three 5-yr $   235,176  $8.00
- -------------------------------------------------------------------------------
  I    Burlington Coat    100,102     15 yrs   Three 5-yr $   500,510  $5.00
- -------------------------------------------------------------------------------
  J    JCPenney           106,827     15 yrs   Three 5-yr $   528,794  $4.95
- -------------------------------------------------------------------------------
  K    Bed Bath & Beyond   40,340     15 yrs   Three 5-yr $   373,145  $9.25
- -------------------------------------------------------------------------------
  L    Group USA           23,257     10 yrs    Two 5-yr  $   325,598  $14.00
- -------------------------------------------------------------------------------
  M    Old Navy            23,329     15 yrs    Two 5-yr  $   279,948  $12.00
- -------------------------------------------------------------------------------
  N    Rainforest Cafe     22,602     10 yrs   Three 5-yr $   565,050  $25.00
- -------------------------------------------------------------------------------
  N1   Books-A-Million     23,978     10 yrs    Two 5-yr  $   299,725  $12.50
- -------------------------------------------------------------------------------
  Q    Off Rodeo Drive     24,203     10 yrs    Two 5-yr  $   508,505  $21.01
- -------------------------------------------------------------------------------
  R    Virgin Megastore    27,490     10 yrs   Three 5-yr $   453,585  $16.50
- -------------------------------------------------------------------------------
  S    Off Saks Fifth      34,982     15 yrs   Three 5-yr $   248,372  $7.10
- -------------------------------------------------------------------------------
  U    Sports Authority    48,763     10 yrs   Three 5-yr $   585,156  $12.00
- -------------------------------------------------------------------------------
                          699,303                         $ 8,686,945  $12.42
===============================================================================
*    Represents leasable square footage for Sega Gameworks and American
     Wilderness, as opposed to rentable areas of 21,223 square feet and 5,624
     square feet respectively.
===============================================================================


     The subject anchor leases can be compared to their peers at other Mills
developments as follows:

  =============================================================================
                  EFFECTIVE RENT ALLOCATIONS - ANCHOR TENANTS
  =============================================================================
                 POTOMAC      FRANKLIN     SAWGRASS      GURNEE    SURVEY MEAN
      YEAR        MILLS        MILLS        MILLS        MILLS
  =============================================================================
      1994        $6.47        $5.78        $7.56        $6.48        $6.57
  -----------------------------------------------------------------------------
      1995        $6.57        $5.69        $7.68        $6.36        $6.58
  -----------------------------------------------------------------------------
      1996        $6.76        $5.67        $8.03        $6.78        $6.81
  =============================================================================


     As can be seen, achieved unit rents range from $5.67 to $8.03 per square
foot, with a survey mean of about $6.81 per square foot. Overall, we see that
rents range from a low of $0.41 per square foot for Port's at Franklin Mills to
a high of $15.00 per square foot for Loehmann's at Sawgrass. We would again
note that these leases are older and do not directly reflect the rent potential
of the subject. In addition, the subject includes several entertainment tenants
not found at other centers who typically pay a higher overall unit rent.
Additionally, we are advised that anchor/major tenants account for nearly 30.0
percent of minimum rents at Mills properties. Recent anchor rents and
commitments at other Mills projects are summarized on the following page.



                                     -101-
<PAGE>


                                             INCOME CAPITALIZATION APPROACH
- ------------------------------------------------------------------------------

     Ontario Mills reflects an average anchor/major tenant rental rate reported
     to be approximately 11.00 per square foot. The rents range from $5.00 per
     square foot for Totally-4-Kids, to $35.53 for Sony Iwerks Theatre and
     25.00 per square foot at Rainforest Cafe. Other tenants include Sports
     Authority ($10.15/SF), T.J. Maxx ($9.50/SF), Off Fifth-Saks Fifth Avenue
     ($7.10/SF), Neiman Marcus ($12.00/SF), Virgin Records ($14.00/SF), Bed
     Bath & Beyond ($11.00/SF), and JCPenney Outlet ($5.50/SF).

     Arizona Mills has anchor leases ranging from $5.00 per square foot
     (Burlington Coat), to $11.75 per square foot (Harkins Theaters). Other
     leases include Saks-Off Fifth ($7.00/SF), Linens `N Things ($11.00/SF),
     Oshman's ($5.35/SF), and Ross ($10.00/SF). The overall average anchor
     rent, including budgeted leases and proposals is $10.74 per foot.

     At The Great Mall of The Great Plains, a total of 11 anchor spaces
     involving 447,871 square feet show an overall average rental rate of $9.61
     per square foot, including three leases out-for-signature and one budgeted
     deal for an unassigned anchor space. Approximately 326,790 square feet has
     been executed, reflecting an average rent of $9.78 per square foot. Nearly
     all leases have incorporated some form of rent step with increases of
     $0.25-$0.50-$1.00 per square foot appearing to be most typical.

     OTHER ANCHOR RENTS

     Finally, we can compare these rent levels to actual leases involving other
specialty tenants at various centers in which we have had direct insight. A
summary of these leases can be found on the ADDENDA.

     DEPARTMENT STORE LEASES - Big Box leases for various regional/super
     regional malls in the United States are included in the Addenda. From this
     survey, the range in rents is from $2.34 to $20.00 per square foot,
     averaging $10.42.

     SPECIALTY TENANT LEASES - Specialty tenant leases from across the country
     reflect a range between $5.00 and $31.69, with an overall survey mean of
     approximately $14.60 per foot. This survey includes tenants at power
     centers, community centers, and value-retail mega-malls. Such tenants as
     Saks Off Fifth, Burlington Coat, Linens `N Things, Group USA, Old Navy,
     and Bed Bath & Beyond--all tenants typically found at value-retail
     supermalls--are included among the tenants on this survey.

     CINEMA LEASES - This survey includes major cinema leases free standing and
     within regional malls. As shown, the rental rates range from $10.50 to
     $28.32 per square foot and suggest a mean overall rent of $18.78. At
     $24.00 per square foot, the subject AMC Theatre falls towards the upper
     end of the comparables.



                                     -102-
<PAGE>

                                                INCOME CAPITALIZATION APPROACH 
- ------------------------------------------------------------------------------

   On balance, the average budgeted anchor rents of $12.42 per square foot at 
the subject appears to be consistent with the experience of other projects. 
The rents are also supported, to some extent, by other Mills projects. As 
such, we believe that current anchor leases at the subject are at market 
rates. 

CONCESSIONS 

   Mall developers and owners have a number of methods to induce tenants to 
locate at their properties. Included among these concession packages are free 
rent, tenant build-out costs, and cash allowances. Concessions are typically 
dependent upon local market practice and/or the strength of the particular 
property or mall owner/developer. 

 FREE RENT 

   Free rent is an inducement offered by developers to entice a tenant to 
locate in their project over a competitor's. This marketing tool has become 
popular in the leasing of office space, particularly in view of the 
over-building which has occurred in many markets. As a rule, most major 
retail developers have been successful in negotiating leases without 
including free rent. Our experience with regional malls shows that free rent 
is generally limited to new projects in marginal locations without strong 
anchor tenants that are having trouble leasing, as well as older centers that 
are losing tenants to new malls in their trade area. 

   Management reports that free rent has been a relative non-issue with new 
retail tenants at the subject and their other projects. When it has been 
given, it has generally been limited to one or two months to prepare a suite 
for occupancy when it has been given. Given the nature of the subject and its 
location, we do not believe that free rent will be an overriding issue in the 
future. Accordingly, we do not believe that it will be necessary to offer free
rent to tenants at the subject. It is noted that, while we have not ascribed
any free rent for new tenants, we have made rather liberal allowances for 
tenant improvements which acts as a form of inducement to convince tenants 
to locate at the subject. 

 TENANT IMPROVEMENTS 

   Similar to free rent, tenant improvement allowances over and above a 
"vanilla box" have also been a relative non-issue. Although some 
allowances were used as a form of inducement for tenants at the subject 
and other Mills projects during lease-up, these allowances have generally 
been included in the construction budgets. Based upon our experience with 
other similar malls, an allowance of approximately $7.00 to $20.00 can be 
fairly typical. 

   For this analysis, we have made an allowance of $15.00 per square foot 
(1998) for future turnover space where a tenant is projected to leave their 
space. Upon lease expiration, however, a cosmetic remodel may only be needed 
as opposed to a complete renovation or reconfiguration of the space. 
Furthermore, it is not uncommon for tenants to bear the cost of remodeling 
space at their own expense. Therefore, we would be inclined to include a 
relatively nominal renewal allowance of $1.00 to $2.00 per square foot. In 
our analysis, we are utilizing typical underwriting practices which require 
a renewal allowance of $5.00 per square foot which, in our opinion, is rather 
conservative. Based upon the standard underwriting requirement of a 65/35 
percent renewal probability for mall shop tenants, the weighted average 
allowance is $8.50 per square foot. 


                                     -103-

<PAGE>

LEASE-UP/ABSORPTION PROJECTIONS                     APPLICABLE GLA
GRAPEVINE MILLS                                     MALL SHOP GLA: 525,510
Cushman & Wakefield, Inc.




<TABLE>
<CAPTION>
 SUITE                         DEMISED       PROJECTED     RENT PER     PROJECTED
  NO.        DESCRIPTION         AREA       ANUAL RENT       SQ/FT      LEASE DATE
- -------   ----------------   -----------   ------------   ----------   -----------
<S>       <C>                <C>           <C>            <C>          <C>
  136     Vacant In-Line         2,757      $  110,280    $  40.00     Dec-98
  215     Vacant In-Line         2,135      $   53,375    $  25.00     Jun-99
  227     Vacant In-Line         1,875      $   61,675    $  33.00     Mar-00
  548     Vacant In-Line         5,872      $  111,568    $  19.00     Dec-98
  600     Vacant In-Line         5,133      $   97,527    $  19.00     Sep-99
  430     Vacant In-Line         3,783      $   75,660    $  20.00     Mar-99
  408     Vacant In-Line         4,887      $   97,740    $  20.00     Mar-00
  312     Vacant In-Line         9,178      $  146,848    $  16.00     Sep-98
  606     Vacant In-Line         4,546      $   90,920    $  20.00     Dec-99
  608     Vacant In-Line         2,777      $   69,425    $  25.00     Mar-99
  104     Vacant In-Line         2,566      $   64,150    $  25.00     Jun-00
  315     Vacant In-Line         1,425      $   47,025    $  33.00     Jun-00
  105     Vacant In-Line         1,716      $   56,628    $  33.00     Jun-00
  335     Vacant In-Line         1,392      $   45,936    $  33.00     Mar-99
  337     Vacant In-Line         1,471      $   48,543    $  33.00     Jun-00
  139     Vacant In-Line         1,036      $   42,476    $  41.00     Jun-99
  135     Vacant In-Line         1,215      $   40,095    $  33.00     Dec-99
  202     Vacant In-Line         5,700      $  108,300    $  19.00     Jun-99
  342     Vacant In-Line         1,448      $   47,784    $  33.00     Mar-00
  341     Vacant In-Line         1,455      $   48,015    $  33.00     Dec-99
  220     Vacant In-Line         3,289      $   82,225    $  25.00     Jun-00
  625     Vacant In-Line         1,773      $   58,509    $  33.00     Sep-99
  101     Vacant In-Line         1,812      $   59,796    $  33.00     Jun-00
    2     Vacant Kiosk             400      $   60,000    $ 150.00     Jul-98
    3     Vacant Kiosk             400      $   60,000    $ 150.00     Jun-99
    9     Vacant Kiosk             292      $   43,800    $ 150.00     Dec-99
    1     Vacant Kiosk             400      $   60,000    $ 150.00     Dec-98
    4     Vacant Kiosk             400      $   60,000    $ 150.00     Jan-99
    5     Vacant Kiosk             400      $   60,000    $ 150.00     Apr-99
                                 -----      ----------    --------     ------
          SURVEY TOTAL:         71,533      $2,008,500    $  28.08
                                ======      ==========    ========
          Vacancy Rate:          13.61%
</TABLE>


<PAGE>

                                             INCOME CAPITALIZATION APPROACH
- ------------------------------------------------------------------------------

ABSORPTION/LEASE-UP

     The subject opened in November 1997 and was the recipient of a significant
level of pre-leasing. According to the most recent rent roll, the subject has
approximately 71,533 square feet of vacant space, or approximately 13.61
percent of the total mall shop GLA.

     We have also been provided with historical occupancy levels for several of
the Mills projects as they are considered to provide some direct insight into
the subject's potential. Typically, occupancy has increased dramatically over
the first 12+/- months, with most projects achieving stabilized occupancy
within approximately 24+/- months of opening. As of December 31, 1996, the
overall occupancy for the Mills projects can be summarized as follows.

=============================================================================
                              OCCUPANCY LEVELS
                              YEAR ENDING 1996
=============================================================================
                TOTAL    OCCUPIED                         OCCUPIED
   CENTER        GLA       GLA        OCCUPANCY MALL GLA  MALL GLA  OCCUPANCY
=============================================================================
Potomac Mills 1,638,863 1,589,697       97.0%   632,921    588,616      93.0%
- -----------------------------------------------------------------------------
Franklin      1,762,226 1,638,870       93.0%   606,923    503,746      83.0%
Mills 
- -----------------------------------------------------------------------------
Sawgrass      1,878,409 1,822,057       97.0%   684,726    664,184      97.0%
Mills
- -----------------------------------------------------------------------------
Gurnee Mills  1,467,614 1,364,881       93.0%   639,742    582,165      91.0%
=============================================================================
TOTAL         6,747,112 6,415,505       95.1% 2,564,312  2,338,711      91.2%
=============================================================================


     From the above, we see that at year ending 1996, among the nearly 6.7+/-
million square feet of total GLA at the four Mills projects, in excess of
6.4+/- million square feet were leased. This is indicative of an overall
weighted average occupancy level of 95.1 percent, up from 94.1 percent in 1995.
On the basis of mall shop GLA, the average occupancy ranges from 83.0 to 97.0
percent, with an overall weighted average of 91.2 percent, up from 86.5 percent
at year-end 1995.

     In forecasting the scheduled absorption of the subject's vacant space, we
have considered the nature of the prospective activity remains excellent. To
this end, management has been working with potential tenants that will serve to
further improve the tenancy of the mall. Currently, several of the in-line
spaces which have been occupied by temporary tenants are being turned over to
permanent deals. We have utilized an approximate 24-month leas-up period for
the remaining vacant space.

     Our schedule, provided on the FACING PAGE, reflects that the mall should
absorb vacant space through June 2000. The lease-up shows an average rent of
$28.08 per square foot is forecasted to be achieved based upon the available
space configuration. This is due to the fact that much of the vacant suites are
smaller units which should result in a higher achieved rent per square foot. WE
HAVE ASSUMED THAT ALL INITIAL LEASING WILL BE DONE AT 1998 BASE DATE MARKET
RENTS WHICH PROVIDES NO RENT INFLATION DURING LEASE-UP. This assumption helps
support the lease-up schedule utilized in this analysis.



                                     -104-
<PAGE>

                                                INCOME CAPITALIZATION APPROACH 
- ------------------------------------------------------------------------------

RENT GROWTH RATES 

   Market rent will, over the life of a prescribed holding period, quite 
obviously follow an erratic pattern. A review of investor's expectations 
regarding income growth shows that projections generally range between 3.0 
and 4.0 percent for retail centers. Cushman & Wakefield's Spring 1998 survey 
of pension funds, REITs, bank and insurance companies, and institutional 
advisors reveal that current income forecasts are utilizing average annual 
growth rates between 3.0 and 6.0 percent. The low and high mean is shown to 
be 3.3 and 4.0 percent, respectively. The Second Quarter 1998 Korpacz Survey 
cites an average growth rate of 3.00 percent for regional malls. Retail rents 
within the Dallas area increased approximately 4.0 percent in 1997. 

   The tenants' ability to pay rent is closely tied to its increases in 
sales. However, rent growth can be more impacted by competition and 
management's desire to attract and keep certain tenants that increase the 
mall's synergy and appeal. As such, we have forecasted the following rent 
growth in our cash flow projection: 

<TABLE>
<CAPTION>
   MARKET RENT GROWTH RATE 
          FORECAST 
============================ 
                  ANNUAL 
    PERIOD     GROWTH RATE* 
- ------------  -------------- 
<S>           <C>
1998                 +3.00% 
Thereafter           +3.50% 
============  ============== 
</TABLE>

RELEASING ASSUMPTION 

   The typical lease term for new in-line retail leases in centers such as 
the subject generally ranges from 5 to 10 years. Market practice dictates 
that it is not uncommon to get rent bumps throughout the lease terms either 
in the form of fixed dollar amounts or a percentage increase based upon 
changes in some index, usually the Consumer Price Index (CPI). Often the CPI 
clause will carry a minimum annual increase and be capped at a higher maximum 
amount. 

   Typical underwriting guidelines dictate a 65:35 rollover:turnover 
probability. This retention rate is below that typically associated with a 
well performing regional center. Given the subject's location and unique 
position within the market, we would be inclined to include a tenant 
retention rate of at least 75 percent. Nevertheless, we have included this 
assumption based upon underwriting standards. 

   For new leases in the Mills malls, 5 to 10 year terms are most typical 
with 7-10 years being a reasonable average. Recent leases at the subject have 
been in the range of 7-8 years. Typical underwriting appraisal guidelines 
require mall shop tenants have lease terms of 10-years. Our global market 
assumptions for non-anchor tenants may be summarized as shown on the 
following chart. 


                                      -105-

<PAGE>


                                             INCOME CAPITALIZATION APPROACH
- ------------------------------------------------------------------------------

==========================================================================
                           RENEWAL ASSUMPTIONS
==========================================================================
                LEASE                     FREE     TENANT       LEASE
 TENANT TYPE    TERM      RENT STEPS      RENT   ALTERATIONS COMMISSIONS
==========================================================================
Mall Shops     10 yrs   10.0+/-% in Yr. 6    No       Yes          Yes
- --------------------------------------------------------------------------
Food Court     10 yrs   10.0+/-% in Yr. 6    No       Yes          Yes
- --------------------------------------------------------------------------
Restaurants    10 yrs   10.0+/-% in Yr. 6    No       Yes          Yes
- --------------------------------------------------------------------------
Kiosk Tenant    5 yrs   10.0% in Yr. 3       No       Yes          Yes
==========================================================================


CONCLUSION - MINIMUM RENT

     In the initial full year of the investment (FY 1999), it is projected that
the subject property will produce approximately $20.6 million in minimum rental
income. This estimate of base rental income is equivalent to $17.10 per square
foot of total owned GLA. Alternatively, minimum rental income accounts for 67.3
percent of all potential gross revenues. Further analysis shows that over the
holding period (FY 1999-08), minimum rent advances at an average compound
annual rate of 2.2 percent. This increase is a synthesis of the mall's
lease-up, fixed rental increases, as well as market rents from rollover or
turnover of space. On a stabilized basis (FY 2001-08), rent increases at an
annual rate of 1.7 percent.

OVERAGE RENT

     In addition to minimum base rent, most tenants at the subject property
will contract to pay a percentage of their gross annual sales over a
pre-established base amount as overage rent. Most leases will have a natural
breakpoint although a number will likely have stipulated breakpoints. The
average overage percentage for small space retail tenants is in a range of 5.0
to 6.0 percent, with food court and kiosk tenants generally at 8.0 to 10.0
percent. Anchor tenants typically have the lowest percentage clauses with
ranges of 1.5 to 3.0 percent being common.

     Traditionally, it takes a number of years for a retail center to mature
and gain acceptance before generating any sizable percentage income. As a
center matures, the level of overage rents typically becomes a larger
percentage of total revenue. It is a major ingredient protecting the equity
investor against inflation.

     The standard lease provides for a natural breakpoint, which for specialty
shops, would typically be 6.0+/- percent. Assuming an average initial rent of
$22.50 per square foot and a 6.0 percent natural breakpoint, a tenant would
need to achieve a sales level of $375 per square foot before generating any
overage rent.

     In the Retail Market Analysis and Value Retail Mall Concept sections of
this report, we discussed the historic sales levels at other value retail
projects and forecasted sales levels for the subject. Because of the dynamics
of the economy and marketplace, it is difficult to predict with accuracy what
sales will be on an individual tenant level.


                                     -106-
<PAGE>

                                             INCOME CAPITALIZATION APPROACH
- ------------------------------------------------------------------------------

     Historically, all of the Mills projects have generated overage rent. We
know that at Potomac Mills, percentage rent amounted to approximately $765,928
in 1994 and $539,950 in 1995. At Gurnee Mills, percentage rent was $468,957 in
1993, $334,485 in 1994, and $452,680 in 1995. At Arizona Mills, ownership has
budgeted that the subject will generate percentage rent of $398,000 in 1998,
$607,000 in 1999, $706,000 in 2000, and so on.

     With this in mind, we believe that it is reasonable to assume that the
subject will ultimately collect some form of percentage rent. Sales have been
forecasted relatively conservatively at $300.00 per square foot for mall shop
tenants, while anchor tenants have been forecasted at $150.00 per square foot
in 1998. For fiscal year 1999, the subject is projected to produce close to
$200,000 in overage rent.

SALES GROWTH RATES

     According to both the Cushman & Wakefield and Korpacz surveys, major
investors are looking at a range of growth rates of 0.0 percent initially, to a
high of 5.0 percent in their computational parameters. Most typically, growth
of 3.0-4.0 percent are seen in these surveys. After considering our analysis,
combined with the fact that the subject is new in the market, we have
forecasted sales growth based upon the following schedule.

============================================
        SALES GROWTH RATE FORECAST
============================================
                             ANNUAL
       PERIOD             GROWTH RATE *
============================================
1998                                6.00%
- --------------------------------------------
1999                                5.00%
- --------------------------------------------
2000                                4.00%
- --------------------------------------------
Thereafter                          3.50%
============================================


     In all, we believe our sales growth forecast is reasonable. At other Mills
projects, sales have generally trended 6.0 percent in year one, and 4.0-5.0
percent in year two, stabilizing at a rate closer to inflation thereafter.

EXPENSE REIMBURSEMENTS/MISCELLANEOUS INCOME

     By lease agreement, tenants are required to reimburse the lessor for
certain operating expenses. Included among these operating items are real
estate taxes, common area maintenance (CAM), energy, a charge for water and
sewer, and a common seating charge for food court tenants. Management fees are
also recoverable as part of CAM. Miscellaneous income is essentially derived
from specialty leasing for temporary tenants, Christmas kiosks, and other
charges.



                                     -107-
<PAGE>

                                             INCOME CAPITALIZATION APPROACH
- ------------------------------------------------------------------------------

     COMMON AREA MAINTENANCE

     Under the standard lease, specialty tenants will be required to reimburse
     ownership for their pro-rata share of common area costs. A 15.0 percent
     fee is added to common area costs to cover administrative expenses.
     Management fees are also added. The standard CAM recovery is calculated on
     the basis of a tenant's pro-rata share determined on occupied mall area,
     net of major and anchor tenant contributions. Provided below is a summary
     of the standard clause that exists for specialty tenants at the mall.

==================================================================
          COMMON AREA MAINTENANCE RECOVERY CALCULATION
==================================================================
CAM Expense:       Actual hard cost for year plus interest and
                                   depreciation
- ------------------------------------------------------------------
Add:                              Management Fee
- ------------------------------------------------------------------
Add:                         15.0% Administrative Fee
- ------------------------------------------------------------------
Less:                  Contributions from department stores
- ------------------------------------------------------------------
Equals:          Net pro-ratable CAM billable to mall tenants on
                    the basis of gross leasable occupied area
                                     (GLOA).
==================================================================

     As an incentive to lease-up the mall during construction, ownership
     offered capped CAM rates to new tenants of between $8.50 and $10.50 per
     square foot for the first two years. During the third year, the majority
     of the mall tenants pay the standard CAM recovery.

     REAL ESTATE TAXES

     Specialty tenants will also pay real estate tax recoveries based upon a
     pro-rata share of the expense. The pass-through is based upon pro-rata
     share of gross occupied area (GLOA).

     FOOD COURT CAM

     Food court tenants are assessed an additional seating charge for the costs
     associated with maintaining the food court area, including common seating
     costs, trash, and maintenance services. The assessment is passed through
     on the basis of pro-rata share calculated over food court GLA. There will
     be a 15.0 percent administrative fee added to the expense before passing
     it through to food court tenants.

     ENERGY (UTILITIES)

     Energy return represents a small profit center to ownership for the
     billing of energy usage. Ownership buys energy at wholesale levels and
     redistributes it to tenants at a profit. This profit portion is reflected
     in our cash flow.



                                     -108-
<PAGE>


                                             INCOME CAPITALIZATION APPROACH
- ------------------------------------------------------------------------------

     ANCHOR TENANT OBLIGATIONS

     Anchor tenants generally have specified expense obligations. Ownership has
     budgeted anchor tenants to pay a CAM contribution of $0.50 to as much as
     $2.00 per square foot, along with pro-rata taxes. Fixed common area
     maintenance billings tend to reflect a first year cap. Thereafter,
     ownership is permitted to increase the charge based on the proportional
     increase in actual costs annually in most of the leases, as proposed.

OTHER/MISCELLANEOUS INCOME

     Other income consists of push cart income, temporary/specialty leasing,
and miscellaneous income consisting of telephone commissions, late charges,
vending commissions, interest income and storage rent.

     Push cart income for 1998 is estimated at $900,000 based on ownership's
budget. In fiscal year 1999 this amount is equal to $913,500. Temporary tenant
income is equal to $420,000 in our fiscal year 1999 analysis, and based on
ownership's budget. This figure decreases to $375,000 in FY 2000, and $355,250
in FY 2001 to account for the lease-up of the mall. Miscellaneous income is
forecasted at $975,000 for 1998, equal to $989,625 in FY 1999 and is based on
ownership's budget.

     Total other income is equal to approximately $2.3 million in our initial
fiscal year analysis. For support, this figure can be compared to similar
income levels at other Mills properties as summarized in the following chart.

======================================================
             MISCELLANEOUS/OTHER INCOME
======================================================
       MILLS CENTER                   1995
======================================================
Potomac Mills                              $1,219,432
- ------------------------------------------------------
Franklin Mills                             $2,576,218
- ------------------------------------------------------
Gurnee Mills                               $2,767,071
- ------------------------------------------------------
Sawgrass Mills                             $1,723,193
======================================================


     Based on the above, it would appear that miscellaneous/other income levels
at the subject are reasonable. Overall, it is our assumption that these other
revenues will increase by 3.0 percent per annum over the holding period.



                                     -109-
<PAGE>

                                                INCOME CAPITALIZATION APPROACH 
- ------------------------------------------------------------------------------

ALLOWANCE FOR VACANCY AND CREDIT LOSS 

   The investor of an income producing property is primarily interested in the 
cash revenues that an income-producing property is likely to produce annually 
over a specified period of time rather than what it could produce if it were 
always 100.0 percent occupied with all tenants paying rent in full and on 
time. It is normally a prudent practice to expect some income loss, either in 
the form of actual vacancy or in the form of turnover, non-payment or slow 
payment by tenants. 

   Based on typical underwriting guidelines, we have reflected a 5.0 percent 
stabilized contingency for both stabilized and unforeseen vacancy and credit 
loss at the subject. Please note that this vacancy and credit loss provision 
is applied to all specialty tenants equally, but excludes anchor tenants. 

   In this analysis we have also forecasted that there is a 65.0 percent 
probability that an existing tenant will renew their lease. Upon turnover, we 
have forecasted that rent loss equivalent to six months would be incurred to 
account for the time and/or costs associated with bringing space back on 
line. Thus, minimum rent as well as overage rent and certain other income has 
been reduced by this forecasted probability. 

   We have calculated the effect of the total provision of vacancy and credit 
loss on the specialty in-line shops. Through the 10 years of the cash flow 
analysis, the total allowance for vacancy and credit loss, including 
provisions for downtime, ranges from a low of 5.40 percent of total potential 
gross revenues to a high of 18.00 percent (1998). On average, the total 
allowance for vacancy and credit loss over the 10-year projection period 
averages 8.20 percent of these revenues. Excluding the initial lease-up years 
(1998/1999), the average is a more market oriented 6.3 percent. 

<TABLE>
<CAPTION>
       TOTAL RENT LOSS FORECAST--"AT COMPLETION" 
- ------------------------------------------------------- 
 YEAR   PHYSICAL VACANCY  GLOBAL VACANCY TOTAL VACANCY* 
======  ================ ==============  ============== 
<S>     <C>              <C>             <C>
1998          13.0%            5.00%          18.00% 
1999           7.1%            5.00%          12.10% 
2000           1.8%            5.00%           6.80% 
2001           0.8%            5.00%           5.80% 
2002           5.4%            5.00%          10.40% 
2003           1.4%            5.00%           6.40% 
2004           0.4%            5.00%           5.40% 
2005           0.5%            5.00%           5.50% 
2006           1.4%            5.00%           6.40% 
2007           2.4%            5.00%           7.40% 
2008           3.6%            5.00%           8.60% 
2009           0.6%            5.00%           5.60% 
Avg.          3.20%            5.00%           8.20% 
======  ================ ==============  ============== 
</TABLE>

- ------------ 
* Includes phased global vacancy provision for unseen vacancy and credit loss 
  as well as weighted downtime provision of lease turnover. 


                                      -110-

<PAGE>

OPERATING EXPENSE STATISTICS                  REGIONAL & SUPER-REGIONAL MALLS
CUSHMAN & WAKEFIELD, INC.                                                SOUTH


<TABLE>
<CAPTION>
                                  ULI            ULI             ULI             ULI            ULI
                       SUPER-REGIONAL SUPER-REGIONAL  SUPER-REGIONAL  SUPER-REGIONAL       REGIONAL
                             CENTERS/       CENTERS/        CENTERS/        CENTERS/       CENTERS/
                                 U.S.           U.S.           SOUTH           SOUTH           U.S.
                              AVERAGE         MEDIAN         AVERAGE          MEDIAN        AVERAGE
                       -------------- --------------  --------------  --------------   ------------
<S>                    <C>              <C>              <C>              <C>          <C>
PROPERTY PROFILE
 Total GLA:                   999,544       1,009,585         967,562        956,746      582,893
 Total Owned GLA:             563,689         535,272         538,334        505,211      461,822
 Shop Sales/sf:               $203.09        $ 198.83       $  210.30      $  207.99    $  176.16
 Anchor Sales/sf:             $149.38        $ 138.66       $  159.23      $  138.66    $  156.30
OPERATING INCOME
 Minimum Rent:                $ 16.30        $  16.79       $   16.24      $   16.26    $   12.05
 Overage Rent:                $  1.14        $   1.04       $    1.24      $    1.15    $    0.86
CAM Charges:                  $  4.68        $   4.60       $    4.77      $    4.71    $    3.34
Property Taxes:               $  1.72        $   1.54       $    1.85      $    1.57    $    1.13
 Insurance:                   $  0.11        $   0.06       $    0.19      $    0.13    $    0.09
 Utilities:                   $  1.74        $   1.84       $    1.31      $    1.14    $    1.55
 Other:                       $  1.15        $   0.62       $    1.18      $    0.62    $    0.42
 ------                       -------        --------       ---------      ---------    ---------
Total Income:                 $ 27.32        $  27.32       $   27.19      $   27.11    $  191.86
OPERATING EXPENSES
 Total
  Maintenance**:              $  4.50        $   4.45       $    4.38      $    4.29    $    3.43
 Real Estate Taxes:           $  1.86        $   1.55       $    1.94      $    1.51    $    1.27
 Insurance:                   $  0.32        $   0.28       $    0.34      $    0.32    $    0.26
 Advertising:                 $  0.60        $   0.44       $    0.48      $    0.38    $    0.56
 Administrative***:           $  0.87        $   0.74       $    1.02      $    0.95    $    0.93
Management Fee:               $  0.63        $   0.59       $    0.65      $    0.62    $    0.46
- ---------------               -------        --------       ---------      ---------    ---------
 Total Expenses:              $  9 25        $   8 87       $    9.25      $    9.40    $    7.35
OER:                            33.9%           32.5%           34.0%          34.7%        37.0%
NET OPERATING INCOME          $ 17.63        $  17.12       $   17.51      $   17.23    $   12.02



<CAPTION>
                                ULI            ULI            ULI             ICSC              ICSC             ICSC
                           REGIONAL       REGIONAL          REGION  ENCLOSED MALLS    ENCLOSED MALLS   ENCLOSED MALLS
                           CENTERS/       CENTERS/        CENTERS/            U.S.              U.S.             U.S.
                               U.S.          SOUTH           SOUTH           TOTAL           50,000-         800,000-
                             MEDIAN        AVERAGE          MEDIAN          SURVEY         799,999SF        999,999SF
                     --------------   ------------  --------------  --------------- ---------------- ----------------
<S>                    <C>          <C>            <C>             <C>              <C>              <C>
PROPERTY PROFILE
 Total GLA:                 579,154        566,136         583,000          744,050          617,499          900,813
 Total owned GLA:           435,855        405,090         379,768          441,394          460,399          515,392
 Shop Sales/sf:           $  163.54     $   156.27       $  154.18        $  222.04        $  201.55        $  259.74
 Anchor Sales/sf:         $  152.29     $   150.39       $  150.58        $  159.39        $  145.82        $  184.98
OPERATING INCOME
 Minimum Rent:            $   11.33     $    10.30       $    9.89        $   17.60        $   15.38        $   19.85
 Overage Rent:            $    0.76     $     0.70       $    0.55               --               --               --
CAM Charges:              $    3.23     $     2.72       $    2.54        $    5.73        $    5.45        $    8.23
Property Taxes:           $    1.08     $     0.88       $    0.77        $    1.84        $    1,14        $    2.76
 Insurance:               $    0.08     $     0.13       $    0.10        $    0.15        $    0.17        $    0.19
 Utilities:               $    1.18     $     1.29       $    0.76        $    0.73        $    1.56        $    0.78
 Other:                   $    0.37     $     0.28       $    0.18        $    0.60        $    0.22        $   0.380
 ------                   ---------     ----------       ---------        ---------        ---------        ---------
Total Income:             $   18.98     $    16.99       $   15.01        $   27.60        $   26.22        $   32.90
OPERATINI EXPENSES
 Total
  Maintenance**:          $    3.16     $     2.90       $    2.73        $    4.33        $    4.65        $    5.45
 Real Estate Taxes:       $    1.16     $     1.15       $    1.03        $    2.31        $    1.82        $    3.32
 Insurance:               $    0.23     $     0.23       $    0.23        $    0.37        $    0.34        $    0.42
 Advertising:             $    0.48     $     0.63       $    0.46        $    1.18        $    1.04        $    1.37
 Administrative***:       $    0.82     $     0.76       $    0.62        $    1.05        $    1.02        $    1.21
Management Fee:           $    0.39     $     0.40       $    0.41        $    0.75        $    0.65        $    0.91
- ---------------           ---------     ----------       ---------        ---------        ---------        ---------
 Total Expenses:          $    6.63     $     6.50       $    6.29        $   11.06        $   10.50        $   12.65
OER:                          34.9%          38.3%           41.9%            40.1%            40.0%            38.4%
NET OPERATING INCOME      $   10.85     $    10.03       $    9.28        $   16.26        $   14.55        $   19.31



<PAGE>




<CAPTION>
                                        ICSC                   ICSC                      ICSC
    SUPER-REGIONAL            ENCLOSED MALLS         ENCLOSED MALLS            ENCLOSED MALLS
       CENTERS/                        SOUTH                  SOUTH                     SOUTH
         U.S.                         MEDIAN                 MEDIAN                    MEDIAN
        AVERAGE        (less than) 800,000SF  (less than) 800,000SF  (greater than) 800,000SF
- ---------------------- ---------------------  ---------------------  ------------------------
<S>                    <C>                      <C>                      <C>
PROPERTY PROFILE
 Total GLA:                        1,148,133                587,830                 1,096,183
 Total owned GLA:                    575,309                352,314                   541,385
 Shop Sales/sf:                  $    255.55              $  199.91               $    262.74
 Anchor Sales/sf:                $    171.34              $  143.48               $    172.16
OPERATING INCOME
 Minimum Rent:                   $     21.60              $   15.66               $     19.94
 Overage Rent:                            --                     --                        --
CAM Charges:                     $      7.24              $    5.04               $      7.11
Property Taxes:                  $      2.82              $    1.22               $      2.46
 Insurance:                      $      0.13              $    0.20               $      0.14
 Utilities:                      $      1.08              $    0.60               $      0.84
 Other:                          $      0.39              $    0.25               $      0.39
 ------                          -----------              ---------               -----------
Total Income:                    $     36.05              $   26.15               $     33.33
OPERATINI EXPENSES
 Total
  Maintenance**:                 $      5.52              $    4.47               $      4.88
 Real Estate Taxes:              $      3.30              $    1.43               $      3.27
 Insurance:                      $      0.43              $    0.34               $      0.43
 Advertising:                    $      1.81              $    1.07               $      1.71
 Administrative***:              $      1.29              $    1.12               $      0.93
Management Fee:                  $      0.95              $    0.67               $      0.94
- ---------------                  -----------              ---------               -----------
 Total Expenses:                 $     13.66              $   10.36               $     12.83
OER:                                   37.9%                  39.6%                     38.5%
NET OPERATING INCOME             $     21.19              $   15.16               $     19.26
</TABLE>

- -------
*     Average sales include all mall shop tenants.

**    CAM expenses include repairs & maintenance, utilities, and security.

***   Management fees & bad debt allowances have been deduced from
      administrative costs. Management has been shown separately.

Source: Urban Land Institute "Dollars & Cents" (1995); International Council of
Shopping Centers "The Source" (1996). (Because the data are means/medians,
detailed amounts do not add to totals.)

<PAGE>

                                                 INCOME CAPITALIZATION APPROACH
- --------------------------------------------------------------------------------
     On balance, the aggregate deductions of gross revenues reflected in this
analysis are based upon overall long-term market occupancy levels and are
considered what a prudent investor would allow for credit loss. The remaining
sum is effective gross income which an informed investor may anticipate the
subject property to produce.


EFFECTIVE GROSS INCOME

     In the initial full year of investment, FY 1999, effective gross revenues
("Total Income" line on the cash flow) are forecasted to amount to
approximately $30,570,522, equivalent to $25.41 per square foot of total owned
GLA.


                        EFFECTIVE GROSS REVENUE SUMMARY
                  INITIAL YEAR OF INVESTMENT-FISCAL YEAR 1999




<TABLE>
<CAPTION>
                                  AGGREGATE SUM     UNIT RATE     INCOME RATIO
                                 ---------------   -----------   -------------
<S>                              <C>               <C>           <C>
Potential Gross Income             $31,506,791        $26.18         100.0%
Less Vacancy and Credit Loss       $  (934,269)       $ 0.78           3.0%
Effective Gross Income             $30,570,522        $25.41          97.0%
</TABLE>

OPERATING EXPENSES

     Total expenses incurred in the production of income from the subject
property are divided into two categories: reimbursable and non-reimbursable
items. The major expenses which are reimbursable include real estate taxes and
common area maintenance, including insurance and management fees, and food
court expenses. Nonreimbursable expenses associated with the subject property
include certain general and administrative expenses, including ownership's
contribution to the merchants association/marketing fund, and miscellaneous
expenses, including non-recoverable maintenance. Other expenses include a
reserve for the replacement of short-lived capital components, alteration costs
associated with bringing space up to occupancy standards, and leasing
commissions.

     The various expenses incurred in the operation of the subject property
have been estimated from information provided by a number of sources. We have
reviewed the subject's operating budget and projection provided by ownership.
We have compared this information to published data which are available
(provided on the FACING PAGE). Finally, this information has been tempered by
our experience with other regional shopping centers.


EXPENSE GROWTH RATES

     Expense growth rates are generally forecasted to be more consistent with
inflationary trends than with competitive market forces. The Spring 1998
Cushman & Wakefield survey of Class A regional malls found the low and high
mean from each respondent to be 2.9 and 3.3 percent, respectively. Overall, the
rates ranged from 1.0.0 to 4.0 percent. The Second Quarter 1998 Korpacz survey
reports that the range in expense growth rates runs from 3.0 percent to 4.0
percent with an average of 3.68 percent, down 7 basis points from one year ago.
For this analysis, unless otherwise stated, expenses are forecated to grow by
3.5 percent per annum over the remainder of the holding period.


- --------------------------------------------------------------------------------
                                     -111-
<PAGE>

COMMON AREA MAINTENANCE EXPENSE COMPARABLES
CUSHMAN & WAKEFIELD, INC.



<TABLE>
<CAPTION>
                                         BUDGET      YEAR
 NO.        AREA LOCATION        STATE    YEAR       BUILT
===== ========================= ======= ======== ============
<S>   <C>                       <C>     <C>      <C>
1     Ontario MSA                  CA     1997      1996
- --    ------------------------- -------   ----   ----------
2     San Francisco MSA            CA     1997      1988
- --    ------------------------- -------   ----   ----------
3     Sacramento County MSA        CA     1997   1957/81/94
- --    ------------------------- -------   ----   ----------
4     Fairfield County MSA         CT     1995     1986/91
- --    ------------------------- -------   ----   ----------
5     Dover MSA                    DE     1996     1982/95
- --    ------------------------- -------   ----   ----------
6     Daytona Beach MSA            FL     1996   1974/90/96
- --    ------------------------- -------   ----   ----------
7     Miami MSA                    FL     1995      1982
- --    ------------------------- -------   ----   ----------
8     Coral Springs MSA            FL     1995     1984/96
- --    ------------------------- -------   ----   ----------
9     Gainsville MSA               GA     1997   1964/87/96
- --    ------------------------- -------   ----   ----------
10    Chicago/DuPage County        IL     1996     1962/91
- --    ------------------------- -------   ----   ----------
11    Chicago/DuPage County        IL     1995     1975/96
- --    ------------------------- -------   ----   ----------
12    Bloomingdale MSA             IL     1995   1981/88/91
- --    ------------------------- -------   ----   ----------
13    Indianapolis MSA             IN     1995     1968/87
- --    ------------------------- -------   ----   ----------
14    North/Central Kansas         KS     1995     1987/90
- --    ------------------------- -------   ----   ----------
15    Monroe MSA                   LA     1996      1985
- --    ------------------------- -------   ----   ----------
16    Boston MSA                   MA     1997     1989/92
- --    ------------------------- -------   ----   ----------
17    Boston MSA                   MA     1996   1966/91/94
- --    ------------------------- -------   ----   ----------
18    Worcester County MSA         MA     1996     1971/87
- --    ------------------------- -------   ----   ----------
19    Essex County MSA             MA     1995     1993/94
- --    ------------------------- -------   ----   ----------
20    Baltimore MSA                MD     1997   1959/82/92
- --    ------------------------- -------   ----   ----------
21    Baltimore MSA                MD     1997     1956/91
- --    ------------------------- -------   ----   ----------
22    Westminister MSA             MD     1997     1987/94
- --    ------------------------- -------   ----   ----------
23    Washington-Baltimore         MD     1996     1979/93
- --    ------------------------- -------   ----   ----------
24    Genesee County MSA           MI     1995     1980/93
- --    ------------------------- -------   ----   ----------
25    Minneapolis MSA              MN     1995     1962/94
- --    ------------------------- -------   ----   ----------
26    Las Vegas MSA                NV     1997     1992/97
- --    ------------------------- -------   ----   ----------
27    Rochester MSA                NY     1997   1959/82/92
- --    ------------------------- -------   ----   ----------
28    Chemung County MSA           NY     1997   1967/81/95
- --    ------------------------- -------   ----   ----------
29    Orange County MSA            NY     1997      1980
- --    ------------------------- -------   ----   ----------
30    Syracuse MSA                 NY     1997     1988/94
- --    ------------------------- -------   ----   ----------
31    Syracuse MSA                 NY     1997     1954/97
- --    ------------------------- -------   ----   ----------
32    White Plains MSA             NY     1996     1980/93
- --    ------------------------- -------   ----   ----------
33    Buffalo MSA                  NY     1996     1985/89
- --    ------------------------- -------   ----   ----------
34    Dayton MSA                   OH     1997     1969/94
- --    ------------------------- -------   ----   ----------
35    Cincinnati MSA               OH     1996   1956/88/94
- --    ------------------------- -------   ----   ----------
36    Bucks County MSA             PA     1995     1968/75
- --    ------------------------- -------   ----   ----------
37    Johnson City                 TN     1996   1971/91/96
- --    ------------------------- -------   ----   ----------
38    Amarillo MSA                 TX     1995     1982/86
- --    ------------------------- -------   ----   ----------
39    Burlington MSA               VT     1995   1979/89/92
- --    ------------------------- -------   ----   ----------
40    Burlington MSA               VT     1995   1979/89/92
- --    ------------------------- -------   ----   ----------
41    Washington D.C. MSA          VA     1996   1968/86/91
- --    ------------------------- -------   ----   ----------
42    Prince William City MSA      VA     1997   1972/88/96
- --    ------------------------- -------   ----   ----------
43    Norfolk-Chesapeake MSA       VA     1997    1981/8/87
- --    ------------------------- -------   ----   ----------
44    Milwaukee MSA                WN     1995      1972
==    ========================= =======   ====   ==========
      Survey Low:
      Survey High:
      SURVEY MEAN:



<CAPTION>
         NO.        TOTAL        SHOP      BUDGETED     EXPENSE
 NO.   STORIES       GLA         GLA     CAM EXPENSE   PER SQ/FT   LOCATION
===== ========= ============= ========= ============= =========== =========
<S>   <C>       <C>           <C>       <C>           <C>         <C>
1        1         1,536,223  508,942    $5,500,000      $10.81   Suburban
- --    ---------    ---------  -------    ----------      ------   ---------
2        1       $   518,422  183,430    $2,800,000      $15.26   Urban
- --    ---------  -----------  -------    ----------      ------   ---------
3        2         1,066,161  410,168    $3,065,000      $ 7.47   Suburban
- --    ---------  -----------  -------    ----------      ------   ---------
4        2         1,270,146  499,868    $3,583,000      $ 7.17   Suburban
- --    ---------  -----------  -------    ----------      ------   ---------
5        1           671,493  232,033    $1,330,000      $ 5.73   Suburban
- --    ---------  -----------  -------    ----------      ------   ---------
6        1         1,064,922  246,379    $1,700,000      $ 6.90   Suburban
- --    ---------  -----------  -------    ----------      ------   ---------
7        1         1,120,827  290,385    $1,820,000      $ 6.27   Suburban
- --    ---------  -----------  -------    ----------      ------   ---------
8        1         1,171,127  293,183    $1,700,000      $ 5.80   Suburban
- --    ---------  -----------  -------    ----------      ------   ---------
9        1           518,422  191,919    $1,116,375      $ 5.82   Suburban
- --    ---------  -----------  -------    ----------      ------   ---------
10       1         2,012,865  830,287    $5,790,000      $ 6.97   Suburban
- --    ---------  -----------  -------    ----------      ------   ---------
11       2         1,477,103  569,926    $4,928,000      $ 8.65   Suburban
- --    ---------  -----------  -------    ----------      ------   ---------
12       2         1,292,186  427,609    $2,030,000      $ 4.75   Suburban
- --    ---------  -----------  -------    ----------      ------   ---------
13       1         1,239,059  260,359    $1,431,000      $ 5.50   Suburban
- --    ---------  -----------  -------    ----------      ------   ---------
14       1           400,307  185,324    $  830,000      $ 4.48   Suburban
- --    ---------  -----------  -------    ----------      ------   ---------
15       1           920,779  338,875    $1,500,000      $ 4.43   Suburban
- --    ---------  -----------  -------    ----------      ------   ---------
16       1           770,575  283,464    $2,100,000      $ 7.41   Suburban
- --    ---------  -----------  -------    ----------      ------   ---------
17       2         1,155,068  431,068    $3,210,000      $ 7.45   Suburban
- --    ---------  -----------  -------    ----------      ------   ---------
18       1           445,875  182,372    $1,410,000      $ 7.73   Suburban
- --    ---------  -----------  -------    ----------      ------   ---------
19       2           863,344  329,065    $2,315,000      $ 7.04   Suburban
- --    ---------  -----------  -------    ----------      ------   ---------
20       4           952,021  532,892    $4,860,000      $ 9.12   Suburban
- --    ---------  -----------  -------    ----------      ------   ---------
21       1           862,313  241,146    $1,925,000      $ 7.98   Suburban
- --    ---------  -----------  -------    ----------      ------   ---------
22       1           529,702  194,271    $1,300,000      $ 6.69   Suburban
- --    ---------  -----------  -------    ----------      ------   ---------
23       2           661,534  245,112    $1,800,000      $ 7.34   Suburban
- --    ---------  -----------  -------    ----------      ------   ---------
24       1           451,036  230,625    $  902,000      $ 3.91   Suburban
- --    ---------  -----------  -------    ----------      ------   ---------
25       1           982,228  201,561    $1,950,000      $ 9.67   Suburban
- --    ---------  -----------  -------    ----------      ------   ---------
26       1           475,940  475,940    $7,000,000      $14.71   Urban
- --    ---------  -----------  -------    ----------      ------   ---------
27       1         1,122,021  427,019    $2,830,000      $ 6.63   Suburban
- --    ---------  -----------  -------    ----------      ------   ---------
28       2           910,623  306,188    $1,800,000      $ 5.88   Suburban
- --    ---------  -----------  -------    ----------      ------   ---------
29       1           465,984  153,331    $1,130,000      $ 7.37   Suburban
- --    ---------  -----------  -------    ----------      ------   ---------
30       1           789,032  302,979    $2,135,000      $ 7.05   Suburban
- --    ---------  -----------  -------    ----------      ------   ---------
31       2         1,006,645  403,672    $2,860,000      $ 7.08   Suburban
- --    ---------  -----------  -------    ----------      ------   ---------
32       4           882,728  326,813    $3,000,000      $ 9.18   Urban
- --    ---------  -----------  -------    ----------      ------   ---------
33       1           753,105  285,771    $ 1,665,00      $ 5.83   Suburban
- --    ---------  -----------  -------    ----------      ------   ---------
34       2         1,329,514  484,689    $2,340,000      $ 4.83   Suburban
- --    ---------  -----------  -------    ----------      ------   ---------
35       2         1,117,491  381,943    $3,100,000      $ 8.12   Suburban
- --    ---------  -----------  -------    ----------      ------   ---------
36       1           348,309  305,212    $1,824,000      $ 5.98   Suburban
- --    ---------  -----------  -------    ----------      ------   ---------

<PAGE>



37       2           557,715  223,110    $  955,000      $ 4.28   Suburban
- --    ---------  -----------  -------    ----------      ------   ---------
38       1           889,508  316,190    $1,180,000      $ 3.73   Suburban
- --    ---------  -----------  -------    ----------      ------   ---------
39       1           490,424  185,398    $1,000,000      $ 5.39   Suburban
- --    ---------  -----------  -------    ----------      ------   ---------
40       1           490,424  185,398    $1,000,000      $ 5.39   Suburban
- --    ---------  -----------  -------    ----------      ------   ---------
41       2         1,446,222  784,575    $4,733,603      $ 6.03   Suburban
- --    ---------  -----------  -------    ----------      ------   ---------
42       1           716,800  302,900    $1,590,000      $ 5.25   Suburban
- --    ---------  -----------  -------    ----------      ------   ---------
43       2           770,209  306,890    $1,140,000      $ 3.71   Suburban
- --    ---------  -----------  -------    ----------      ------   ---------
44       1         1,014,851  395,598    $2,420,000      $ 6.12   Suburban
==    =========  ===========  =======    ==========      ======   =========
                     348,309  153,331    $  830,000      $ 3.71
                   2,012,865  830,287    $7,000,000      $15.26
                     898,347  338,497    $2,377,277      $ 6.88
</TABLE>

<PAGE>

                                             INCOME CAPITALIZATION APPROACH
- ------------------------------------------------------------------------------

REIMBURSABLE OPERATING EXPENSES

     We have analyzed each item of expense individually and attempted to
project what the typical investor in a property like the subject would consider
reasonable, based upon informed opinion, judgment and experience. The following
is a detailed summary and discussion of the reimbursable operating expenses
incurred in the operation of the subject property during the initial year of
the investment holding period. Please note that our expense estimates reflect a
fiscal year of operation.

     COMMON AREA MAINTENANCE - This expense category includes the annual cost
     of building maintenance contracts, recoverable labor, benefits, security,
     landscaping, cleaning, janitorial, supplies, trash removal, exterior
     lighting, common area energy, equipment rental, gas and fuel, and other
     miscellaneous charges. In addition, ownership can recoup the cost of
     extraordinary capital items from the tenants such as paving or other
     expenses. For billing purposes, management is also permitted to add
     certain non-operational charges for interest and depreciation of capital
     repairs. The Mills corporation's standard lease also allows ownership to
     pass along the cost of property management as a part of CAM. Management
     will be discussed separately within this section.

     Ownership has budgeted a 1998 CAM expense of approximately $5,240,000,
     equivalent to $9.67 per square foot of mall GLA exclusive of anchors, and
     net of administrative fees, management fees, and reserves. This is also
     net of food court charges which we treat separately. A comparison can be
     made to the other Mills-type projects as shown in the following table.

=====================================================================
                           MILLS CENTERS
                     ACTUAL CAM BUDGETS - 1996
=====================================================================
      CENTER        MALL GLA (SF) *      1996 BUDGET     UNIT RATE
=====================================================================
Potomac Mills                 641,204       $ 6,110,425     $   9.53
- ---------------------------------------------------------------------
Franklin Mills                616,196       $ 7,388,303      $ 11.99
- ---------------------------------------------------------------------
Sawgrass Mills                703,923       $ 8,252,270      $ 11.72
- ---------------------------------------------------------------------
Gurnee Mills                  637,390       $ 6,426,902      $ 10.08
- ---------------------------------------------------------------------
Ontario Mills                 568,228       $ 5,250,350     $   9.24
- ---------------------------------------------------------------------
Arizona Mills                 527,600       $ 3,429,406     $   6.50
=====================================================================
AVERAGE                       612,523       $ 6,087,005       $ 9.94
=====================================================================
* Forecasted 1996. Ontario Arizona are budgeted first-year figures.
=====================================================================


     At $9.67 per square foot, CAM expenses at Grapevine Mills are well
     supported by comparable Mills' projects.

     The cart on the FACING PAGE presents a summary of comparable CAM expenses
     at other regional shopping malls. As can be seen, common area maintenance
     costs generally range from roughly $3.70 to $15.26 per square foot, with
     an overall mean of approximately $6.88 per foot. Most urban properties
     show higher CAM costs.

                                     -112-
<PAGE>

                                                INCOME CAPITALIZATION APPROACH 
- ------------------------------------------------------------------------------

   Overall, we believe that budgeted CAM expenses at the subject are well 
supported by the comparable data. In FY 1999, our CAM expense is projected to 
be $5,331,700, or $9.84 per square foot of mall shop (non-anchor) GLA, 
excluding management. 

    REAL ESTATE TAXES -- The projected taxes to be incurred in 1998 are equal 
to approximately $2,780,000, or $2.31 per square foot of total owned GLA. 
A full discussion of taxes was previously presented within our analysis. 
In our first fiscal year of analysis, taxes are equivalent to $2,828,202. 

     FOOD COURT CAM (Common Seating) -- The cost of maintaining the food court 
is forecasted to be $315,000 in 1998 based upon ownership's budget, equal 
to $320,513 on a fiscal basis. Included here are such items as payroll for 
administration, maintenance and security, supplies, and other 
miscellaneous expenses. On the basis of food court gross leasable area of 
11,532 (plus or minus) square feet, this expense is equal to $27.79 per 
square foot. As articulated, food court tenants are assessed a separate 
charge for this expense based upon their pro-rata share of the expense 
plus a 15.0 percent fee. Food court CAM expenses at the subject can be 
compared to other Mills centers as follows: 

<TABLE>
<CAPTION>
              FOOD COURT CAM BUDGETS--1996 
======================================================== 
     CENTER     FOOD COURT GLA    EXPENSES    UNIT RATE 
- --------------  -------------- ------------  ----------- 
<S>             <C>            <C>           <C>
Potomac Mills   10,654 SF        $  270,480     $25.39 
Franklin Mills  11,875 SF        $  575,987     $48.50 
Sawgrass Mills  26,737 SF        $  728,857     $27.26 
Gurnee Mills    17,859 SF        $  670,213     $37.55 
Ontario Mills   10,140 SF        $  332,735     $32.50 
                ============== ============  =========== 
                77,265 SF        $2,578,272     $33.37 
                ============== ============  =========== 
</TABLE>

     From the data, the budgeted food court expense at Grapevine Mills appears 
to be comparable to that of the other Mills projects. 

     MANAGEMENT -- Typical management fees for a regional shopping center 
range from 3.0 to 5.0 percent of minimum and percentage rents depending 
upon the size of the center. Given the characteristics of the subject 
property coupled with the fact that we are separately accounting for 
leasing commissions, we would be inclined to conclude at a management fee 
within this typical range. Typical underwriting guidelines stipulate a 
management fee of 5.0 percent of minimum and percentage rent, which 
results in a first year expense of $1,038,736. Alternatively, this amount 
is equivalent to approximately 3.4 percent of effective gross income and 
$1.92 per square foot of mall shop GLA. 

                                      -113-

<PAGE>

                                             INCOME CAPITALIZATION APPROACH
- ------------------------------------------------------------------------------


NON-REIMBURSABLE EXPENSES

     Total non-reimbursable expenses at the subject property are projected from
ownership's budget, accepted practices, and industry standards. Again, we have
analyzed each item of expenditure in an attempt to project what the typical
investor in a property similar to the subject would consider reasonable, based
upon actual operations, informed opinion, and experience. The following is a
detailed summary and discussion of non-reimbursable expenses incurred in the
operation of the subject property for the initial year.

     GENERAL AND ADMINISTRATIVE - This expense category relates to
     non-recoverable maintenance and administrative expenses incurred by
     ownership. This category is provided for various miscellaneous and sundry
     expenses that ownership typically incurs without pass-through to tenants.
     Such items as unrecovered repair costs, preparation of suites for
     temporary tenants, certain non-recurring expenses, expenses associated
     with maintaining vacant space, and bad debts in excess of our credit loss
     provision would be included here.

     We would note that ownership has budgeted this expense at approximately
     $590,000 per year, or $1.09 per square foot of mall shop GLA ($0.49 per
     square foot of total owned GLA).

     The general and administrative expense includes certain administrative
     costs, as well as ownership's contribution to the marketing
     fund/advertising. Industry averages suggest a marketing expense between
     $0.40-$1.20 per square foot, with administrative costs between $0.60-$1.20
     per foot of mall shop GLA.

     Historical general and administrative expenses for the other Mills
     projects is provided on the following chart.

=====================================================================
                           MILLS CENTERS
                      HISTORICAL G&A EXPENSES
=====================================================================
     CENTER          OWNED GLA          1996          UNIT RATE *
=====================================================================
Potomac Mills            1,559,674       $ 421,112          $0.27/SF
- ---------------------------------------------------------------------
Franklin Mills           1,593,297       $ 589,520          $0.37/SF
- ---------------------------------------------------------------------
Gurnee Mills             1,290,451       $ 477,467          $0.37/SF
- ---------------------------------------------------------------------
Sawgrass Mills           1,600,879       $ 912,501          $0.57/SF
- ---------------------------------------------------------------------
Ontario Mills            1,183,967       $ 663,063          $0.56/SF
- ---------------------------------------------------------------------
AVERAGE                  1,453,045       $ 624,436          $0.43/SF
=====================================================================
* Based upon total owned GLA at year ending 1996. Ontario is
budgeted.
=====================================================================


     From the above we see that general and administrative expenses in 1996
     ranged from approximately $421,000 to $912,501, or $0.27 to $0.57 per
     square foot. On average, they ran $0.43 per square foot of total owned
     GLA. The budgeted expense is supported by these comparables. Our fiscal
     year 1999 expense is equal to $600,325.

                                     -114-
<PAGE>

                                                INCOME CAPITALIZATION APPROACH 
- ------------------------------------------------------------------------------

    MISCELLANEOUS -- This catch-all category is provided for various
    miscellaneous and sundry expenses that ownership will typically incur. Such
    items as unrecovered repair costs, non-recurring expenses, expenses
    associated with maintaining vacant space, and bad debts in excess of our
    credit loss provision would be included here. In the initial year, these
    miscellaneous items are forecasted to amount to approximately $50,000,
    equivalent to about $0.09 per square foot of mall shop GLA.

    ALTERATIONS -- The principal component of this expense is ownership's
    estimated cost to prepare a vacant suite for tenant use. At the expiration
    of a lease, we have made a provision for the likely expenditure of some
    monies on ownership's part for tenant improvement allowances. In this
    regard, and based upon underwriting guidelines, we have forecasted a cost
    of $15.00 per square foot for turnover space (initial cost growing at
    expense growth rate) weighted by our turnover probability of 35.0 percent.
    We have forecasted a rate of $5.00 per square foot for renewal (rollover)
    tenants, based on a renewal probability of 65.0 percent. The blended rate
    based on our 70/30 turnover probability is therefore $8.50 per square foot.
    These costs are forecasted to increase at our implied expense growth rate.

    LEASING COMMISSIONS--A typical structure for retail leasing commissions is
    $3.00 to $4.00 per square foot for new tenants and $1.00 to $3.00 per
    square foot for renewal tenants. Based upon typical underwriting
    guidelines, we have utilized a rate of $2.50 for new tenants and $1.50 for
    renewal tenants. The cost is weighted by our 65/35 percent renewal/turnover
    probability. Thus, upon lease expiration, a leasing commission charge of
    $1.85 per square foot would be incurred.

    REPLACEMENT RESERVES -- It is customary and prudent to set aside an amount
    annually for the replacement of short-lived capital items such as the roof,
    parking lot and certain mechanical items. The repairs and maintenance
    expense category has historically included some capital items which have
    been passed through to the tenants. This appears to be a fairly common
    practice among most malls. However, we feel that over a holding period some
    repairs or replacements will be needed that will not be passed on to the
    tenants. Typical replacement reserves range anywhere from $0.10 to $0.20
    per square foot depending upon the age and quality of the center. For
    purposes of this report, based upon the required underwriting guidelines,
    we have estimated an expense of $0.20 per square foot of owned GLA. During
    the first year this expense is equal to $240,662, thereafter increasing by
    our expense growth rate.

NET INCOME/NET CASH FLOW 

   The total expenses of the subject property, including alterations, 
commission, capital expenditures, and reserves, are annually deducted from 
total income, thereby leaving a residual net operating income or net cash 
flow to the investors in each year of the holding period before debt service. 
In the initial year of investment, the net operating income is forecasted to 
be equal to approximately $20.40 million which is equivalent to 66.7 percent 
of effective gross income. Deducting other expenses including capital items 
results in a net cash flow before debt service of approximately $19,592,213. 

                                      -115-

<PAGE>

                                             INCOME CAPITALIZATION APPROACH
- ------------------------------------------------------------------------------

=====================================================================
                         OPERATING SUMMARY
           INITIAL YEAR OF INVESTMENT - FISCAL YEAR 1999
=====================================================================
                       Aggregate Sum    Unit Rate*   Operating Ratio
=====================================================================
Effective Gross         $ 30,570,522      $  24.63          100.0%
Income
- ---------------------------------------------------------------------
Operating Expenses      $ 10,170,351      $   8.20           33.3%
- ---------------------------------------------------------------------
Net Operating Income    $ 20,400,171      $  16.44           66.7%
- ---------------------------------------------------------------------
Other Expenses          $    807,958      $   0.65            2.6%
- ---------------------------------------------------------------------
Cash Flow               $ 19,592,213       $ 15.79           64.1%
=====================================================================
*  Based on total owned GLA of 1,240,971+/- square feet.
=====================================================================


     The rate of change to both net income and cash flow is important from an
investor's perspective. Our cash flow model has forecasted the following
compound annual growth rates over the holding period FY 1999 through FY 2008 on
a fiscal year basis.

                  ==============================================
                                  INCOME GROWTH
                  ==============================================
                  Net Operating Income:                    3.0%
                  ----------------------------------------------
                  Net Cash Flow:                           2.0%
                  ==============================================


     Growth rates in net operating income and net cash flow are forecasted to
approximate to 3.0 and 2.0. percent per annum, respectively, representing
moderate growth potential to an investor in the property.

================================
INVESTMENT PARAMETERS
Discounted Cash Flow
================================

     After projecting the income and expense components of the subject
property, investment parameters must be set in order to forecast property
performance over the holding period. These parameters include the selection of
capitalization rates (both initial and terminal) and application of an
appropriate discount or yield rate, also referred to as the internal rate of
return (IRR).

SELECTION OF CAPITALIZATION RATES

     OVERALL CAPITALIZATION RATE

     The overall capitalization rate bears a direct relationship between net
operating income generated by the real estate in the initial year of investment
(or initial stabilized year) and the value of the asset in the marketplace.
Overall rates are affected by the existing leasing schedule of the property,
the strength or weakness of the local rental market, the property's position
relative to competing properties, and the risk/return characteristics
associated with competitive investments.



                                     -116-
<PAGE>

                                             INCOME CAPITALIZATION APPROACH
- ------------------------------------------------------------------------------

=========================================================
              OVERALL CAPITALIZATION RATES
                  REGIONAL MALL SALES
=========================================================
      YEAR             RANGE        MEAN    POINT CHANGE
=========================================================
      1988         5.00% - 8.00%    6.19%           --
- ---------------------------------------------------------
      1989         4.57% - 7.26%    6.22%        +   3
- ---------------------------------------------------------
      1990         5.06% - 9.11%    6.29%        +   7
- ---------------------------------------------------------
      1991         5.60% - 7.82%    6.44%        +  15
- ---------------------------------------------------------
      1992         6.00% - 7.97%    7.31%        +  87
- ---------------------------------------------------------
      1993         7.00% -10.10%    7.92%        +  61
- ---------------------------------------------------------
      1994         6.98% -10.29%    8.37%        +  45
- ---------------------------------------------------------
      1995         7.25% -11.10%    9.13%        +  76
- ---------------------------------------------------------
      1996         7.00% -12.00%    9.44%        +  31
- ---------------------------------------------------------
      1997         7.34% -12.77%    9.56%        +  12
- ---------------------------------------------------------
    YTD 1998       7.40% -12.01%    9.43%        -  13
- ----------------------===================================
   BASIS POINT CHANGE
=========================================================
    1988-1998                                + 324 BPs
=========================================================
    1992-1998                                + 212 BPs
=========================================================


     The data shows that the between 1988 and 1997 average capitalization rate
have demonstrated a rising trend each year. Year to date figures through July
1998 mark the first decrease in overall rates over the period studied.
Nevertheless the average for 1998 represents a 324 basis point increase since
1988 and 212 basis points since 1992. During the early 1990s the increase in
capitalization rates was a reflection of both rising interest rates and
increasing first year returns demanded by investors in light of several
fundamental changes in the retail sector. More recently the competition for
well location and performing centers has increased, fueled primarily by the
REITs and has resulted in declining capitalization rates. Although the year to
date figures represent a modest decline from 1997 it is important to note that
two thirds of the property transferred based capitalization rates of less than
9.5 percent with one third of the properties less than 9.0 percent. We believe
as 1998 continues a further decline in capitalization rate is likely.

     The Cushman & Wakefield's Spring 1998 survey reveals that going-in cap
rates for CLASS A regional shopping centers range between 7.0 and 11.0 percent,
with a low average of 7.4 percent and high average of 8.9 percent,
respectively; a spread of 150 basis points. On an overall basis, when Class B
assets and "Value Added" opportunities are added, the low and high means are
8.0 percent and 9.3 percent, respectively. As expected, criteria for both Class
B and "Value Added" malls, going-in capitalization and yield rates range from
100 to 300 basis points above rates for Class A assets.



                                     -117-
<PAGE>


                                             INCOME CAPITALIZATION APPROACH
- ------------------------------------------------------------------------------

     Terminal, or going-out rates for CLASS A assets are now averaging 7.9 and
9.3 percent, indicating a spread of 50 basis points over the going-in rates.
Again, on an overall basis, including Class B and "value added" properties, the
respective averages are 8.1 percent and 9.0 percent. Finally, our current
survey also shows that investors have become more cautious in their
underwriting, positioning "retail" lower on their investment rating scales in
terms of preferred investments.

<TABLE>
<CAPTION>
=================================================================================
               CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES
                NATIONAL INVESTOR SURVEY - REGIONAL MALLS (%)
=================================================================================
 INVESTMENT       AUTUMN 1996          SUMMER 1997*         SPRING 1998 *
              -------------------------------------------------------------------
 PARAMETERS      LOW       HIGH       LOW          HIGH       LOW        HIGH
=================================================================================
<S>           <C>        <C>        <C>         <C>         <C>        <C>
OAR/Going-In  7.0 - 9.0  7.5 - 9.5  7.5 - 10.0  7.8 - 11.0  7.0 - 9.5  7.5 - 12.0
                 7.9        8.2        8.4         9.1         8.0        9.3
- ---------------------------------------------------------------------------------
OAR/Terminal  7.0 - 9.5  7.8 -11.0  8.0 -10.3   8.0 -11.0   7.5 - 9.0  7.9 - 11.5
                 8.2        8.6        8.7        9.4          8.1        9.0
- ---------------------------------------------------------------------------------
IRR           10.0-15.0  11.0-15.0  10.0-20.0   10.5-12.8   9.5 -18.0 10.5 - 18.0
                11.4       11.8       13.4        13.9         12.8       13.6
=================================================================================
* Reflects overall results which includes Class A/B properties as well as value
added opportunities.
=================================================================================
</TABLE>

     The Second Quarter 1998 Peter F. Korpacz survey concurs with these
findings, citing downward pressure on rates fueled by the strong competition
for regional malls. Mall portfolios continue to be actively traded as this
property type is clearly leading the consolidation of real estate ownership
into fewer but substantially larger entities. The Korpacz study also suggests
that cap rates are falling due to continued strong demand from REITs. Some
investors feel that pricing is still economic due to the overall pessimism
which prevailed during the past few years.

     The survey also cites the considerable number of malls transferring as
compared with past years. In many cases the sellers are institutional investors
who are liquidating assets in commingled funds or other finite life vehicles.
Although most offerings tend to be Class "B" properties, there appears to be
ample demand for this product and an active transaction market is developing.
While pension funds and other institutional investors continue to seek only
trophy and Class "A" malls, REITs have been active in acquiring Class "B"
centers. Many of the available "B" malls are being marketed for
redevelopment--for example, to be de-malled into power centers. On such a
property, the survey cites seller expectations of cap rates in the
mid-teens--14.0 percent to 15.0 percent--because the buyer takes a substantial
risk in a redevelopment deal.


                                     -118-
<PAGE>

                                             INCOME CAPITALIZATION APPROACH
- ------------------------------------------------------------------------------

==========================================================================
                      NATIONAL REGIONAL MALL MARKET
                           SECOND QUARTER 1998
==========================================================================
                               CURRENT          LAST
      KEY INDICATORS           QUARTER        QUARTER        YEAR AGO
==========================================================================
FREE & CLEAR EQUITY IRR
==========================================================================
RANGE                       10.00%-13.00%    9.50%-13.00%  10.50%-14.00%
AVERAGE                        11.30%          11.50%         11.75%
- --------------------------------------------------------------------------
CHANGE (Basis Points)             -             -20             -45
==========================================================================
FREE & CLEAR GOING-IN CAP RATE
==========================================================================
RANGE                       7.00%-11.00%    7.00%-11.00%   7.00%-11.00%
AVERAGE                         8.45%          8.51%           8.57%
- --------------------------------------------------------------------------
CHANGE (Basis Points)             -             - 6             -12
==========================================================================
RESIDUAL CAP RATE
==========================================================================
RANGE                       7.50%-11.00%    7.50%-11.00%   7.50%-11.00%
AVERAGE                         8.76%          8.80%           8.78%
- --------------------------------------------------------------------------
CHANGE (Basis Points)             -             - 4             - 2
==========================================================================
Source:  Peter Korpacz Associates, Inc. - Real Estate Investor Survey
(Second Qtr. 1998)
==========================================================================

     As can be seen from the data, the average IRR has decreased by 20 basis
point to 11.30 percent from the previous quarter and is 45 basis points below
year-ago levels. The quarter's average initial free and clear equity cap rate
fell only 6 basis points to 8.45 percent from last quarter (and is only 12
points below year-ago levels). The residual cap rate is also virtually
unchanged at 8.76 percent (2 points lower than the prior year).

     Most retail properties that are considered institutional grade are
existing, seasoned centers with good inflation protection that offer stability
in income and are strongly positioned to the extent that they are formidable
barriers to new competition. Equally important are centers which offer good
upside potential after face-lifting, renovations, or expansion. With new
construction down substantially, owners have accelerated renovation and
re-merchandising programs. Little competition from over-building is likely in
most mature markets within which these centers are located. Environmental
concerns and "no-growth" mentalities in communities are now serious impediments
to new retail development.

     Finally, investors have recognized that the retail landscape has been
fundamentally altered by consumer lifestyles changes, industry consolidations
and bankruptcies. This trend was strongly in evidence as the economy proceeds
through 1998 in view of the wave of retail chains whose troublesome earnings
are forcing major restructures or even liquidations. Trends toward more casual
dress at work and consumers growing pre-occupation with their leisure and home
lives have created the need for refocused leasing efforts to bring those
tenants to the mall that help differentiate them from the competition. As such,
entertainment, a loosely defined concept, is one of the most common directions
malls have taken. A trend toward bringing in larger specialty and category
tenants to the mall is also in evidence. The risk from an owners standpoint is
finding that mix which works the best. Nonetheless, the cumulative effect of
these changes which had given to a rise in rates as investors found it
necessary to adjust their risk premiums in their underwriting, has been some
mitigated by the accelerated demand from buyers.


                                     -119-
<PAGE>

                                             INCOME CAPITALIZATION APPROACH
- ------------------------------------------------------------------------------

     Based upon this discussion, we are inclined to group and characterize
regional malls into the general categories following:

      CAP RATE RANGE          CATEGORY
      --------------          --------
      7.0% to 7.5% (A+)       Top 15 to 20+/- malls in the country.
                              Excellent demographics with high sales
                              ($400+/-/SF) and good upside.

      7.5% to 8.5% (A)        Dominant Class A investment grade
                              property, high sales levels, relatively good
                              health ratios, excellent demographics (top 50
                              markets), and considered to present a significant
                              barrier to entry within its trade area. Sales
                              tend to be in the $300 to $350 per square foot
                              range.

      8.5% to 11.0% (B+/B-)   Somewhat broad characterization of
                              investment quality properties ranging from
                              primary MSAs to second tier cities. Properties at
                              the higher end of the scale are probably somewhat
                              vulnerable to new competition in their market.

      11.0% to 14.0% (B-/C)   Remaining product which has limited appeal
                              or significant risk which will attract only a
                              smaller, select group of investors.

     CONCLUSION - OVERALL CAPITALIZATION RATE

     Based upon this analysis, we can develop a going-in capitalization rate
for the subject based upon its tenancy, investment appeal, quality, and
inherent risks.

     To summarize, the following points present an overview of our analysis of
the subject's investment appeal:

     o     Grapevine Mills is situated in a strong trade area with a growing
           population base and above average household income levels.

     o     The subject is expected to perform above regional norms for sales
           productivity, and will have a unique tenancy not found at any of the
           area's competing properties.

     o     The mall is benefited by the large volume of tourists.

     Overall, we are inclined to group the subject property as a "A" to "B+"
category previously discussed.

     Thus, we have looked toward a capitalization rate between 8.50 and 9.00
percent for the subject property.



                                     -120-
<PAGE>

                                             INCOME CAPITALIZATION APPROACH
- ------------------------------------------------------------------------------

     TERMINAL CAPITALIZATION RATE

     The residual cash flows generated annually by the subject property
comprise only the first part of the return which an investor will receive. The
second component of this investment return is the pre-tax cash proceeds from
the resale of the property at the end of a projected investment holding period.
Typically, investors will structure a provision in their analyses in the form
of a rate differential over a going-in capitalization rate in projecting a
future disposition price. The view is that the improvement is then older and
the future is harder to visualize; hence a slightly higher rate is warranted
for added risks in forecasting. On average, the Cushman & Wakefield survey
shows a 30 basis point differential, while Korpacz reports 31 basis points.

     For the subject, however, we believe that it is necessary to add 50 basis
points to the terminal capitalization rate. Although we have elected to utilize
a conservative posture in many of our assumptions, a significant amount of risk
is evident in the projected lease-up of the property. Therefore, to the range
of stabilized overall capitalization rates, we have added 50 basis points to
arrive at a projected terminal capitalization rate ranging from 9.0 to 9.50
percent. This provision is made for the risk of lease-up and maintaining a
certain level of occupancy in the center, its level of revenue collection, the
prospects of future competition, as well as the uncertainty of maintaining the
forecasted growth rates over such a holding period. In our opinion, this range
of terminal rates would be appropriate for the subject. Thus, this range of
rates is applied to the following year's net operating income before reserves,
capital expenditures, leasing commissions and alterations as it would be the
first received by a new purchaser of the subject property. Applying a rate of
say 9.25 percent for disposition, a current investor would dispose of the
subject property at the end of the investment holding period for an amount of
approximately $309.3 million based upon FY 2009 net income of $28.6 million.

     From the projected reversionary value to an investor, we have made a
deduction to account for the various transaction costs associated with the sale
of an asset of this type. These costs consist of 2.0 percent of the total
disposition price of the subject property as an allowance for transfer taxes,
professional fees, and other miscellaneous expenses, including an allowance for
alteration costs that the seller pays at final closing. Deducting these
transaction costs from the computed reversion renders pre-tax the net proceeds
of sale to be received by an investor in the subject property at the end of the
holding period.

===============================================================================
                          NET PROCEEDS AT REVERSION
===============================================================================
                                     LESS COSTS OF SALE AND
NET INCOME FY 2009   GROSS SALE   MISCELLANEOUS EXPENSES @ 2.0%  NET PROCEEDS
                       PRICE
===============================================================================
   $28,611,303      $309,311,384           $6,186,278            $303,125,156
===============================================================================


SELECTION OF DISCOUNT RATE/INTERNAL RATE OF RETURN

     The discounted cash flow analysis makes several assumptions which reflect
typical investor requirements for yield on real property. These assumptions are
difficult to directly extract from any given market sale or by comparison to
other investment vehicles. Instead, investor surveys of major real estate
investment funds and trends in bond yield rates are often cited to support such
analysis.



                                     -121-
<PAGE>

                                             INCOME CAPITALIZATION APPROACH
- ------------------------------------------------------------------------------

     Yield rates on long term real estate investments range widely between
property types. As cited in Cushman & Wakefield's Spring 1998 survey, investors
in regional malls are currently looking at broad rates of return between 9.50
and 18.00 percent. The average low IRR for CLASS A malls is 10.70 percent,
while the average high is 11.90 percent. The indicated low and high averages
for CLASS B properties are 16.00 percent. Peter F. Korpacz reports an average
internal rate of return of 11.30 percent for the Second Quarter 1998, down 20
basis points from the last quarter.

     The yield rate on a long-term real estate investment can also be compared
with yield rates offered by alternative financial investments since real estate
must compete in the open market for capital. In developing an appropriate risk
rate for the subject, consideration has been given to a number of different
investment opportunities. The following is a list of rates offered by other
types of securities:

    =================================================
     MARKET RATES AND BOND YIELDS (%) JULY 22, 1998
    =================================================
    Reserve Bank Discount Rate               5.42%
    -------------------------------------------------
    Prime Rate                               8.50%
    -------------------------------------------------
    6-Month Treasury Bills                   5.34%
    -------------------------------------------------
    U.S. 10-Year Notes                       5.46%
    -------------------------------------------------
    U.S. 30-Year Bonds                       5.66%
    -------------------------------------------------
    Corporate Bonds Aaa                      6.52%
    =================================================
    Source: Federal Reserve Statistical Release
    =================================================


     This compilation of yield rates from alternative investments reflects
varying degrees of risk as perceived by the market. Therefore, a riskless level
of investment might be seen in a six-month treasury bill at 5.34 percent. A
more risky investment, such as corporate bonds, would currently yield a much
higher rate of 6.52 percent. The prime rate is currently 8.50 percent, while
the discount rate is 5.42 percent. Ten-year treasury notes are currently
yielding around 5.46 percent, while 30-year bonds are at 5.66 percent.

     Real estate investment typically requires a higher rate of return (yield)
and is much influenced by the relative health of financial markets. A retail
center investment tends to incorporate a blend of risk and credit based on the
tenant mix, the anchors that are included (or excluded) in the transaction, and
the assumptions of growth incorporated within the cash flow analysis. An
appropriate discount rate selected for a retail center thus attempts to
consider the underlying credit and security of the income stream, and includes
an appropriate premium for liquidity issues relating to the asset.

     There has historically been a consistent relationship between the spread
in rates of return for real estate and the "safe rate" available through
long-term treasuries or high-grade corporate bonds. A wider gap between return
requirements for real estate and alternative investments has been created in
recent years due to illiquidity issues, the absence of third party financing,
and the decline in property values.



                                     -122-
<PAGE>

                                             INCOME CAPITALIZATION APPROACH
- ------------------------------------------------------------------------------

     Investors have suggested that the regional mall market has become
increasingly "tiered" over the past two years. The country's premier malls are
considered to have the strongest trade areas, excellent anchor alignments, and
significant barriers of entry to future competitive supply. These and other
"dominant" malls will have average mall shop sales above $350 per square foot
and be attractive investment vehicles in the current market.

     It is our opinion that the subject would attract moderate to strong
interest from REITs. Given the occupancy status of the property institutional
investors, which prefer less management intensive properties, would also be a
likely purchaser of the property.

     Finally, application of these rate parameters to the subject should entail
some sensitivity to the rate at which leases will be expiring over the
projection period. A complete expiration report is included in the ADDENDA.

     WE WOULD ALSO NOTE THAT MUCH OF THE RISK FACTORED INTO SUCH AN ANALYSIS IS
REFLECTED IN THE ASSUMPTIONS EMPLOYED WITHIN THE CASH FLOW MODEL, INCLUDING
RENT AND SALES GROWTH, TURNOVER PROBABILITY, RESERVES FOR REPLACEMENT, AND
VACANCY PROVISIONS.

     We have briefly discussed the investment risks associated with the
subject. On balance, it is our opinion that an investor in the subject property
would require an internal rate of return between 11.00 and 11.50 percent for
the mall operating on an "as is" basis.

PRESENT VALUE ANALYSIS

     Analysis by the discounted cash flow method is examined over a holding
period that allows the investment to mature, the investor to recognize a return
commensurate with the risk taken, and a recapture of the original investment.
Typical holding periods usually range from 10 to 20 years and are sufficient
for the majority of institutional grade real estate such as the subject to meet
the criteria noted above. In the instance of the subject, we have analyzed the
"As Is" cash flows anticipated over a 10-year period commencing on July 1.
1998.

     A sale or reversion is deemed to occur at the end of the 10th year based
upon capitalization of the following year's net operating income. This is based
upon the premise that a purchaser in the 10th year is buying the following
year's net income. Therefore, our analysis reflects this situation by
capitalizing the first year of the next holding period.

     The present value is formulated by discounting the property cash flows at
various yield rates. The yield rate utilized to discount the projected cash
flow and eventual property reversion has been based on an analysis of
anticipated yield rates of investors dealing in similar investments. The rates
reflect acceptable expectations of yield to be achieved by investors currently
in the marketplace shown in their current investment criteria and as extracted
from comparable property sales.



                                     -123-
<PAGE>


                                             INCOME CAPITALIZATION APPROACH
- ------------------------------------------------------------------------------

  ================================
  CASH FLOW ASSUMPTIONS
  ================================

  =============================================================================
            SUMMARY OF CRITICAL ASSUMPTIONS FOR DISCOUNTED CASH FLOW
  =============================================================================
  SUBJECT PROPERTY                                 GRAPEVINE MILLS
  -----------------------------------------------------------------------------
  LOCATION                                        GRAPEVINE, TEXAS
  =============================================================================
  SQUARE FOOTAGE RECONCILIATION
  =============================================================================
  TOTAL GROSS LEASABLE AREA                                         1,240,971
  -----------------------------------------------------------------------------
       ANCHOR TENANT GLA                                              699,303
  -----------------------------------------------------------------------------
       IN LINE MALL SHOPS                                             511,394
  -----------------------------------------------------------------------------
       FOOD COURT                                                      11,532
  -----------------------------------------------------------------------------
       SPECIALTY RESTAURANT                                            16,158
  -----------------------------------------------------------------------------
       KIOSK GLA                                                        2,584
  -----------------------------------------------------------------------------
       TOTAL OWNED GLA                                                318,705
  =============================================================================

  =============================================================================
  MARKET RENT CONCLUSIONS
  =============================================================================
  MARKET RENT ESTIMATES (1998)
  -----------------------------------------------------------------------------
       TENANTS  <          1,200 SQ FT                               $  41.00
  -----------------------------------------------------------------------------
       TENANTS  1,201 -    2,000 SQ FT                               $  33.00
  -----------------------------------------------------------------------------
       TENANTS  2,001 -    3,500 SQ FT                               $  25.00
  -----------------------------------------------------------------------------
       TENANTS  3,501 -    5,000 SQ FT                               $  20.00
  -----------------------------------------------------------------------------
       TENANTS  5,001 -    7,500 SQ FT                               $  19.00
  -----------------------------------------------------------------------------
       TENANTS  >          7,500 SQ FT                               $  16.00
  -----------------------------------------------------------------------------
  AVERAGE MALL SHOP RENT PER SQ FT                                   $  22.50
  -----------------------------------------------------------------------------
       FOOD COURT                                                    $  60.00
  -----------------------------------------------------------------------------
       KIOSK                                                          $150.00
  =============================================================================


  =============================================================================
  GROWTH RATE ASSUMPTIONS
  =============================================================================
  RETAIL SALES GROWTH RATE                                        1998 - 6.0%
                                                                  1999 - 5.0%
                                                                  2000 - 4.0%
                                                            Thereafter - 3.5%
  -----------------------------------------------------------------------------
  MARKET RENTAL GROWTH RATE                                       1998 - 3.0%
                                                              Thereafter 3.5%
  -----------------------------------------------------------------------------
  GENERAL EXPENSE GROWTH RATE                                            3.5%
  -----------------------------------------------------------------------------
  REAL ESTATE TAX GROWTH RATE                                            3.5%
  =============================================================================

                                     -124-
<PAGE>

                                             INCOME CAPITALIZATION APPROACH
- ------------------------------------------------------------------------------

  =============================================================================
  VACANCY & TYPICAL LEASE TERMS
  =============================================================================
  AVERAGE LEASE TERM                                                 10 Years
  -----------------------------------------------------------------------------
  RENT STEP                                               10% after 60 months
  -----------------------------------------------------------------------------
  RENEWAL PROBABILITY                                                  65.0 %
  -----------------------------------------------------------------------------
  WEIGHTED AVERAGE DOWNTIME                                          2 Months
  -----------------------------------------------------------------------------
  CREDIT RISK LOSS                                                       5.0%
  -----------------------------------------------------------------------------
  STABILIZED OCCUPANCY                                                  95.0%
  -----------------------------------------------------------------------------
  CURRENT VACANCY                                                  71,553+/- SF
  -----------------------------------------------------------------------------
  FORECASTED DATE OF STABILIZATION                                  June 2000
  -----------------------------------------------------------------------------
  ABSORPTION PERIOD                                                 24 Months
  =============================================================================


  =============================================================================
  OPERATING EXPENSE DATA
  =============================================================================
  TENANT IMPROVEMENT ALLOWANCES
  -----------------------------------------------------------------------------
       NEW TENANTS                                                  $15.00/SF
  -----------------------------------------------------------------------------
       RENEWAL TENANTS                                             $  5.00/SF
  -----------------------------------------------------------------------------
  LEASING COMMISSIONS
  -----------------------------------------------------------------------------
       NEW TENANTS                                                 $  2.50/SF
  -----------------------------------------------------------------------------
       RENEWAL TENANTS                                             $  1.50/SF
  -----------------------------------------------------------------------------
  OTHER OPERATING ITEMS
  -----------------------------------------------------------------------------
       MANAGEMENT FEE (OF MIN.& % RENT)                                  5.0%
  -----------------------------------------------------------------------------
       CAPITAL RESERVES (OF OWNED GLA)                             $  0.20/SF
  =============================================================================


  =============================================================================
                                                         "AS IS"
  RATES OF RETURN                                        ANALYSIS
  =============================================================================
  CASH FLOW START DATE                                          July 1, 1998
  -----------------------------------------------------------------------------
  GOING-IN CAPITALIZATION RATE                                8.50 -   9.00%
  -----------------------------------------------------------------------------
  TERMINAL CAPITALIZATION RATE                                9.00 -   9.50%
  -----------------------------------------------------------------------------
  DISCOUNT RATE                                               11.00 - 11.50%
  -----------------------------------------------------------------------------
  REVERSIONARY SALES COSTS                                             2.00%
  -----------------------------------------------------------------------------
  HOLDING PERIOD                                                    10 Years
  =============================================================================


                                     -125-
<PAGE>

                                             INCOME CAPITALIZATION APPROACH
- ------------------------------------------------------------------------------


  ================================
  DISCOUNTED CASH FLOW
  "As Is" Analysis
  ================================

     For a property such as the subject, it is our opinion that an investor
would require an all cash discount rate in the range of 11.00 to 11.50 percent
on an "as is" operating basis. Accordingly, we have discounted the projected
future pre-tax cash flows to be received by an equity investor in the subject
property to a present value so as to yield 11.00 to 11.25 percent at 25 basis
point intervals on equity capital over the holding period. This range of rates
reflects the risks associated with the investment. Discounting these cash flows
over the range of yield and terminal rates now being required by participants
in the market for this type of real estate places additional perspective upon
our analysis. A prospective valuation matrix for the subject appears on the
FACING PAGE.

     Through such a sensitivity analysis, it can be seen that the present value
of the subject property varies from approximately $233.5 to $242.8 million.
Giving consideration to all of the characteristics of the subject previously
discussed, we feel that a prudent investor would require a yield which falls
near the middle of the range outlined above for this property. Accordingly, we
believe that based upon all of the assumptions inherent in our cash flow
analysis, an investor would look toward an IRR around 11.25 percent and a
terminal rate around 9.25 percent as being most representative of the subject's
value in the market.

     In view of the analysis presented here, it becomes our opinion that the
discounted cash flow analysis indicates an As Is Market Value of $236,000,000
for the subject property as of July 17, 1998. Based on this analysis, the
following investment indices are indicated.

               Value Per SF of Owned GLA             $190.17
               Value Per SF of Shop GLA              $435.69
               Implicit Going-In Capitalization Rate   8.64%
               Average Cash-on-Cash Return              9.8%

     A summary of our Discounted Cash Flow Analysis can be found on the
FOLLOWING PAGE.

     Approximately 55.8 percent of the concluded value is attributed to cash
flow and 44.2 percent to reversion which is considered a reasonable balance. We
note that the computed equity yield is not necessarily the true rate of return
on equity capital. This analysis has been performed on a pre-tax basis. The tax
benefits created by real estate investment will serve to attract investors to a
pre-tax yield which is not the full measure of the return on capital.



                                     -126-

<PAGE>

DISCOUNTED CASH FLOW ANALYSIS GRAPEVINE MILLS Cushman & Wakefield, Inc.




<TABLE>
<CAPTION>
 YEAR                  NET CASH         DISCOUNT FACTOR     PRESENT VALUE     COMPOSITION      ANNUAL CASH
  NO.     YEAR           FLOW                11.25%         OF CASH FLOWS       OF YIELD      ON CASH RETURN
- ------   ------   ------------------   -----------------   ---------------   -------------   ---------------
<S>      <C>      <C>                  <C>                 <C>               <C>             <C>
   1     1999       $  19,592,213 x        0.8988764 =      $ 17,610,978          7.46%            8.30%
   2     2000       $  21,183,911 x        0.8079788 =      $ 17,116,151          7.25%            8.98%
   3     2001       $  22,499,457 x        0.7262731 =      $ 16,340,772          6.92%            9.53%
   4     2002       $  23,321,812 x        0.6528297 =      $ 15,225,172          6.45%            9.88%
   5     2003       $  20,629,017 x        0.5868132 =      $ 12,105,380          5.13%            8.74%
   6     2004       $  24,824,107 x        0.5274726 =      $ 13,094,036          5.55%           10.52%
   7     2005       $  25,003,005 x        0.4741326 =      $ 11,854,741          5.02%           10.59%
   8     2006       $  24,731,036 x        0.4261867 =      $ 10,540,038          4.47%           10.48%
   9     2007       $  25,177,369 x        0.3830891 =      $  9,645,176          4.09%           10.67%
  10     2008       $  23,506,747 x        0.3443498 =      $  8,094,543          3.43%            9.96%
- ----     ----       -------------          ---------        ------------         -----            -----
TOTAL PRESENT VALUE OF CASH FLOWS:                          $131,626,986         55.77%            9.77%
                                                                                 Total           Average
- ----                                                                             -----           ------

</TABLE>


<TABLE>
<CAPTION>
 Reversion     Year                                Terminal OAR                   Reversion
- -----------   ------   NOI/Income              /   --------------    =    -----------------
<S>           <C>      <C>                         <C>              <C>   <C>                 <C>
11            2009     $26,611,303             /         9.25%       =       $309,311,386
                       Less: Cost of Sale                2.00%               $(6,186,228)
                       Less: Tls & Commissions                               $         0
                       --------------------------                            ------------
                       Net Reversion                                         $303,125,158
                       x Discount Factor                                        0.3443498
                       --------------------------                            ------------
                       TOTAL PRESENT VALUE OF REVERSION                      $104,381,080         44.23%

TOTAL PRESENT VALUE OF CASH FLOWS & REVERSION:                               $236,008,066        100.00%

                       ROUNDED VALUE via
                       DISCOUNTED CASH FLOW:                                 $236,000,000
                       --------------------------                            ------------
                       TOTAL NET RENTABLE AREA                                 1,240,971
                       VALUE PER SAUARE FOOT (OWNED GLA):                       $ 190.17

                       OWNED MALL SHOP AREA:                                     579,329
                       VALUE PER SQUARE FOOT (SHOP GLA):                        $ 407.37

                       YEAR ONE NOI ( 12 MONTHS):                            $20,400,171
                       IMPLICIT GOING-IN CAPITALIZATION RATE:                       8.64%

                       COMPOUND ANNUAL GROWTH RATE
                       CONCLUDED VALUE TO NET REVERSION VALUE:                      2.82%

                       COMPOUND ANNUAL GROWTH RATE
                       NET CASH FLOW:                                               2.04%
                       ------------------------------------------            ------------
</TABLE>



<PAGE>


                                             INCOME CAPITALIZATION APPROACH
- ------------------------------------------------------------------------------


=================================
DIRECT CAPITALIZATION
=================================

     To further support our prospective value conclusion derived via the
discounted cash flow, we have also utilized the Direct Capitalization method.
In direct capitalization, an overall rate is applied to the net operating
income of the subject property. In this case, we will again consider the
indicated overall rates from the comparable sales in the Sales Comparison
Approach, as well as those rates established in our Investor Survey. As
previously discussed, in view of our total analysis, we would anticipate that
the subject property would trade at an overall rate of approximately 8.50 to
9.00 percent applied to first year income. Applying these rates to first
stabilized year net operating income before reserves, alterations, and other
expenses for the subject of $20,400,171 results in a value of approximately
$226.7 to $240.9 million. From this range, we would be inclined to conclude at
a Market Value of $235,000,000 via Direct Capitalization as of July 17, 1998.
This value is indicative of an overall rate of 8.68 percent.
















                                     -127-


<PAGE>

                                    RECONCILIATION AND FINAL VALUE ESTIMATE
- ------------------------------------------------------------------------------

     Reconciliation is the process of deriving a single point value estimate
for the subject property from the indications provided by the approaches at
hand. This process requires the weighing of each approach as they relate to the
appraisal assignment and resolving the differences among the valuation
procedures. In the end, a single estimate of market value is concluded based
upon the appropriateness of each value indication. A summary of the value
indications for the subject is set forth below.

===================================================
               "AS IS VALUE SUMMARY
===================================================
Cost Approach                                  N/A
- ---------------------------------------------------
Sales Comparison Approach           $230,000,000 -
                                      $240,000,000
- ---------------------------------------------------
Income Capitalization Approach                              
     Discounted Cash Flow             $236,000,000
     Direct Capitalization            $235,000,000
===================================================


     Two approaches to value have been utilized for this analysis. In general
terms, the approaches included provide complimentary results, each technique
supporting the other. The range of values runs from $230.0 million to $240.0
million, a spread of 4.3 percent.

SALES COMPARISON APPROACH

     The Sales Comparison Approach has arrived at a value for the subject
property by analyzing historical arms-length transactions, reducing the
gathered information to common units of comparison, adjusting the sale data for
differences with the subject, and interpreting the results to yield a
meaningful value conclusion. The basis of these conclusions was the
cash-on-cash return based on net income and the adjusted price per square foot
of gross leasable area sold.

     The process of comparing historical sales data to assess what purchasers
have been paying for similar type properties is weak in estimating future
expectations. Although the unit sale price yields comparable conclusions, it is
not the primary tool by which the investor market for a property like the
subject operates. In addition, no two properties are alike with respect to
quality of construction, location, market segmentation and income profile. As
such, subjective judgment necessarily becomes a part of the comparative
process.

     The usefulness of this approach is that it interprets specific investor
parameters established in their analysis and ultimate purchase of a property.
In light of the above, this methodology is best suited as support for the
conclusions of the Income Approach. It provides useful market extracted rates
of return, such as overall rates, to simulate investor behavior in the Income
Capitalization Approach.

INCOME CAPITALIZATION APPROACH

     DISCOUNTED CASH FLOW ANALYSIS

     The subject property is highly suited to analysis by the discounted cash
flow method (DCF) as it will be bought and sold in investment circles. The
focus on property value in relation to anticipated income is well founded since
the basis for investment is profit in the form of return or yield on invested
capital.



                                     -128-
<PAGE>

                                    RECONCILIATION AND FINAL VALUE ESTIMATE
- ------------------------------------------------------------------------------

     The subject property, as an investment vehicle, is sensitive to all
changes in the economic climate and the economic expectations of investors. The
discounted cash flow analysis may easily reflect changes in the economic
climate of investor expectations by adjusting the variables used to qualify the
model. In the case of the subject property, the DCF can analyze existing
leases, probabilities of future rollovers and turnovers, and reflect the
expectations of overage rents. Essentially, the DCF can model many of the
dynamics of a complex shopping center. Particular emphasis is placed on the
results of the discounted cash flow analysis because of the applicability of
this method in accounting for the specific characteristics of the property, as
well as being the tool used by many purchasers.

     CAPITALIZATION

     Direct capitalization has its basis in capitalization theory and uses the
premise that the relationship between income and sales price may be expressed
as a rate or its reciprocal, a multiplier. This process selects rates derived
from the marketplace, in much the same fashion as the Sales Comparison
Approach, and applies this to a projected net operating income to derive a sale
price. The weakness here is the idea of using one year of cash flow as the
basis for calculating a sale price.

     This is simplistic in its view of expectations and may sometimes be
misleading. If the year chosen for the analysis of the sale price contains an
income steam that is over or understated, this error is compounded by the
capitalization process. Nonetheless, real estate of the subject's caliber is
commonly purchased on a direct capitalization basis. Overall, this methodology
has been given important consideration in our total analysis of the subject
property upon stabilized operations.

CONCLUSIONS

     We have briefly discussed the applicability of each of the methods
presented. Because of certain vulnerable characteristics in the Sales
Comparison Approach, it has been used as supporting evidence and as a final
check on the value conclusion indicated by the Income Approach methodologies.

     The ranges in value exhibited by the Income Capitalization Approach are
consistent with the leasing profiles. Each indicates complimentary results with
the Sales Comparison Approach, the conclusions being supportive of each method
employed, and neither range being extremely high or low in terms of the other.

     As a result of our analysis, we have formed an opinion that the AS IS
MARKET VALUE of the Leased Fee Estate in the referenced real property, subject
to the assumptions, limiting conditions, certifications, and definitions, as of
July 17, 1998, the date of analysis, was:

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


                                     -129-
<PAGE>

                                        ASSUMPTIONS AND LIMITING CONDITIONS
- ------------------------------------------------------------------------------

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

"Property" means the subject of the Appraisal.

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

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

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

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

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

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

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

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



                                     -130-
<PAGE>

                                        ASSUMPTIONS AND LIMITING CONDITIONS
- ------------------------------------------------------------------------------

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

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

8.   The forecasted potential gross income referred to in the Appraisal may be
     based on lease summaries provided by the owner or third parties. The
     Appraiser has reviewed lease documents and assumes no responsibility for
     the authenticity or completeness of lease information provided by others.
     C&W recommends that legal advice be obtained regarding the interpretation
     of lease provisions and the contractual rights of parties.

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

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

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



                                     -131-
<PAGE>

                                                 CERTIFICATION OF APPRAISAL
- ------------------------------------------------------------------------------

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

1.   Brian K. Johnson inspected the property. Brian K. Johnson and Brian J.
     Booth have prepared this report and analysis contained herein. Richard W.
     Latella, MAI reviewed and approved the report, but did not inspect the
     property.

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

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

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

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

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

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

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

9.   As of the date of this report, Richard W. Latella, MAI has completed the
     requirements of the continuing education program of the Appraisal
     Institute.

     ------------------------------             -----------------------------
     Brian K. Johnson                           Brian J. Booth
     Associate Director                         Retail Valuation Group
     Valuation Advisory Services
     Certification No. TX-1326012-G


     ------------------------------
     Richard W. Latella, MAI
     Senior Director
     Retail Valuation Group


                                     -132-
<PAGE>

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


                       NATIONAL RETAIL MARKET OVERVIEW

                           PRO-JECT TENANT REGISTER

                        PRO-JECT LEASE ABSTRACT REPORT

                         PRO-JECT ASSUMPTIONS REPORT

                       PRO-JECT LEASE EXPIRATION REPORT

       NATIONAL ANCHOR, SPECIALTY TENANT, AND CINEMA LEASE COMPARABLES

                           APPRAISER QUALIFICATIONS



                                     -133-

<PAGE>

                           CUSHMAN & WAKEFIELD, INC.
                            NATIONAL RETAIL OVERVIEW









































                             RETAIL VALUATION GROUP
                            Richard W. Latella, MAI
                                Senior Director
                                 July 28, 1998
<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- --------------------------------------------------------------------------------
INTRODUCTION


     Shopping centers constitute the major form of retail activity in the
United States today. Approximately 55 percent of all non-automotive retail
sales occur in shopping centers. It is estimated that consumer spending
accounts for about two-thirds of all economic activity in the United States. As
such, retail sales patterns have become an important indicator of the country's
economic health.

     The early part of the 1990s was a time of economic stagnation and
uncertainty in the country. The gradual recovery, which began as the nation
crept out of the last recession, has shown some signs of weakness as corporate
downsizing has accelerated. But as the recovery period reaches into its fifth
year and the retail environment remains volatile, speculation regarding the
nation's economic future remains. It is this uncertainty which has shaped
recent consumer spending patterns. We shall first provide a brief overview of
broad economic measures that are important in terms of long range retail sales
forecasting and general investment underwriting. This is followed by a
discussion of retail sales trends along with selected statistics of the
shopping center industry. Also included is a discussion of contemporary
industry trends, valuation issues and a brief overview of the REIT market.


PERSONAL INCOME AND CONSUMER SPENDING

     Americans' PERSONAL INCOME (total income from wages, salaries, interest,
rents and all other sources) advanced by four-tenths of a percent in December,
which helped raise income for all of 1997 by 5.8 percent. This was less than
1995 but it far outpaced the 2.5 percent growth in 1994. Data for April 1998
shows that income rose four-tenths of a percent, led by a seven-tenths rise in
wages and salaries.




<TABLE>
<CAPTION>
  PERSONAL INCOME   CONSUMER SPENDING
- ------------------- -----------------
  YEAR    % CHANGE   YEAR   % CHANGE
- -------- ---------- ------ ---------
<S>      <C>        <C>    <C>
  1993        4.7   1993       5.8
  1994        2.5   1994       5.5
  1995        6.1   1995       4.8
  1996        5.6   1996       5.0
  1997        5.8   1997       5.4
- ------        ---   ----       ---
  Source: Commerce Dept.
- -------------------------------------
</TABLE>

     CONSUMER SPENDING is another closely watched indicator of economic
activity. The importance of consumer spending is that it represents two-thirds
of the nation's economic activity. Total consumer spending rose by 5.4 percent
in 1997, in line with the long term trend. Spending rose five-tenths of a
percent in April 1998, after increasing at an annual rate of 6 percent for the
first quarter, the most in six years.


EMPLOYMENT TRENDS

     The country's economic situation continues to generate a record number of
new jobs. Correspondingly, the nation's unemployment rate continues to decrease
from its recent peak in 1992. Selected statistics released by the Bureau of
Labor Statistics are summarized as follows:


                                       1
<PAGE>


<TABLE>
<CAPTION>
                         SELECTED EMPLOYMENT STATISTICS
- --------------------------------------------------------------------------------
         CIVILIAN LABOR FORCE                    EMPLOYED
- --------------------------------------- --------------------------
               TOTAL WORKERS             TOTAL WORKERS              UNEMPLOYMENT
    YEAR1          (000)      % CHANGE       (000)       % CHANGE       RATE
- ------------- -------------- ---------- --------------- ---------- -------------
<S>           <C>            <C>        <C>             <C>        <C>
     1990        125,840          --       118,793           --    5.6
     1991        126,346          .4       117,718           -.9   6.8
     1992        128,105         1.4       118,492           .7    7.5
     1993        129,200          .9       120,259          1.5    6.9
     1994        131,056         2.4       123,060          2.3    6.1
     1995        132,304         1.0       124,900          1.5    5.6
     1996        133,943         1.2       126,708          1.4    5.4
     1997                                                          4.9
===========                                                        ===
     CAGR
  1990-1997                     +1.05                      +1.08
===========                     =====                      =====
  1Year ending December 31
- ---------------------------------------------------------------------------------
  Source: Bureau of Labor Statistics U.S. Department of Labor
- ---------------------------------------------------------------------------------
 
</TABLE>

     During 1996, the labor force increased by 1,639,000 or approximately 1.2
percent. Correspondingly, the level of employment increased by 1,808,000 or 1.4
percent. As such, the year end unemployment rate dropped by two-tenths of a
percent to 5.4 percent. For 1996, monthly job growth averaged 224,000. On
balance, over 10.0 million jobs have been created since the recovery began.
Preliminary data for December 1997 shows that the unemployment rate rose
slightly to 4.7 percent from 4.6 percent following job growth of 370,000. For
the year, 1997's average unemployment rate of 4.9 percent matched the lows set
in 1970 and 1973. A record 64.1 percent of the population held jobs at the end
of the year. U.S. payrolls ended the year at 123.9 million, up by 3.2 million
or 2.6 percent over 1996. For the year job growth averaged nearly 267,000 per
month. For the final quarter, job growth averaged 333,000 per month. Most
analysts are forecasting monthly job growth in the 250,000 to 275,000 range in
early 1998. A Bank of America survey of 18 leading Wall Street economists
forecast unemployment rates of 4.8 and 5.0 percent in 1998 and 1999,
respectively.

     In May 1998, the economy created 296,000 jobs. Nationally, the
unemployment rate remained unchanged at 4.3 percent.


HOUSING TRENDS

     Housing trends are an important economic measure due to the substantial
economic activity generated when a home changes hands (i.e. spending on repairs
by sellers, redecorating by buyers, fees, commissions and taxes).

     For all of 1997, a total of 1.476 million new homes and apartments were
started, barely down one-tenth of a percent from a total of 1.477 million in
1996 which was the fastest pace in eight years.


                                       2


<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- --------------------------------------------------------------------------------
     Approximately 800,000 new homes were sold in 1997, up 5.7 percent from
756,000 in 1996. It was the highest total since 817,000 in 1978. The median
home price of new homes sold in 1996 was $140,000, up 4.6 percent from 1995.
April 1998 data shows that new home sales rose by 5.2 percent to an annual rate
of 888,000 units, a new record. This followed a revised 3 percent increase in
February. A record low interest rates and warm weather were cited as reasons
for the increase. Builders are currently reporting a 3.8 month inventory of
unsold homes, a record low. The median price of all homes sold in 1997 (new and
existing) rose 6.2 percent over 1996 to $124,800.


     Sales of existing single family homes rose 3.1 percent for 1997 to a
record 4.22 million units from 4.09 million in 1996, a previous record. Resales
are an important measure of the housing industry's health as they account for
about 85 percent of all single family sales. Data for May 1998 shows that sales
rose by 1.0 percent to an annual rate of 4.82 million units. The median price
rose to $127,000.

     The home ownership rate seems to be rising, after remaining stagnant over
the last decade. For 1996, the share of households that own their homes was
65.4 percent, compared to 64.7 percent for a year earlier. Lower mortgage rates
are cited as a factor.


GROSS DOMESTIC PRODUCT


     The Commerce Department reports that the gross domestic product increased
by 3.8 percent in 1997, the largest growth in that measure since an identical
rate in 1988 when the Federal Reserve stimulated the economy to cushion the
impact of the 1987 stock market crash. For the year, Americans produced an
inflation adjusted $7.19 trillion in goods and services. The fourth quarter
1997 growth rate was a brisk 4.3 percent. The annual growth was viewed as
remarkable in view of its coming in the seventh year of an economic expansion
that was also characterized by low inflation. The Fed foresees a moderation of
this trend and expects the U.S. economy will expand at a 2.0 to 2.50 percent
pace during 1998 which is in-line with White House forecasts and a pace which
is viewed as the economy's non-inflationary growth limit.


     The following chart cites the annual change in real GDP since 1990.




<TABLE>
<CAPTION>
                             REAL GDP                   
                       ---------------------            
                       YEAR         % CHANGE            
                       ---------   ---------            
                       <S>         <C>
                         1990         1.2               
                         1991        --.6               
                         1992         2.3               
                         1993         3.1               
                         1994         4.1               
                         1995*        2.0               
                         1996         2.4               
                         1997         3.8               
</TABLE>

                         * Reflects new chain weighted system of measurement.
                           Comparable 1994 measure would be 3.5%.

                         Source: Bureau of Economic Analysis




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

                                       3
<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- --------------------------------------------------------------------------------
     First quarter 1998 growth was reported at a robust 5.4 percent versus 3.7
percent in the final three months of 1997. This was a surprisingly powerful
performance and above most analysts' opinions.


WHOLESALE PRICES

     Soaring energy prices in December drove wholesale costs to a twelve month
high. For the year, the Producer Price Index (PPI) gained 2.8 percent. However,
excluding energy, the PPI rose just 1.4 percent in all of 1996. In 1995, the
index rose 2.3 percent. For November 1997, wholesale prices fell two-tenths of
a percent. For the twelve months ending November 1997, the index was --1.2
percent. Projections for 1997 show that most economists expect a 2.5 percent
rise and a core increase of 1.5 percent.


CONSUMER PRICES

     The Bureau of Labor Statistics has reported that consumer prices rose by
only 1.7 percent in 1997, the lowest rate since 1986 when oil prices fell
sharply.

     The following chart tracks the annual change in the CPI since 1990.




<TABLE>
<CAPTION>
             CONSUMER PRICE INDEX1
         ------------------------------
         YEAR         CPI      % CHANGE
         --------   -------   --------- 
           <S>        <C>       <C>
           1990     133.8        6.1
           1991     137.9        3.0
           1992     141.9        2.9
           1993     145.8        2.7
           1994     149.7        2.7
           1995     153.5        2.5
           1996     158.6        3.3
           1997     162.3        1.7
</TABLE>
      
- --------
(1)   All Urban Workers

Source: Dept. of Labor, Bureau of Labor Statistics


     Over the past eight years, inflation has exceeded 3 percent only two times
(1996 -- 3.3 percent and 1990 -- 6.1 percent). Excluding food and energy, the
77 percent of the index known as the core index, the index rose 2.2 percent
during 1997, the lowest annual figure since 1965. The corresponding rate for
1996 was 2.6 percent. Recently, a special advisory panel of prominent
economists have contended that the current method of calculating the Consumer
Price Index overstates inflation by 1.1 percentage points annually. The
government is currently reviewing the far ranging implications a change in
procedure may have.

     Based upon year end trends, most notably the economic turmoil in Asia,
some economists have begun debating the possibility of delation. For example,
the price of imported goods dropped by 4.9 percent for all of 1997; the largest
decline since the government began









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

                                       4
<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- --------------------------------------------------------------------------------
collecting such data in 1983. The Bank of America survey of 17 leading Wall
Street economists have forecasted inflation for 1998 of 2.2 percent. Data for
June 1998 shows that the inflation index increased at a less than expected
one-tenth of a percent as energy prices fell for the eighth time in nine
months.


OTHER INDICATORS


     The government's main economic forecasting gauge, the INDEX OF LEADING
ECONOMIC INDICATORS is intended to project economic growth over the next six to
nine months. The Conference Board, an independent business group, reported that
the index was unchanged in December (1997) ending five straight months of
gains. For all of 1997, the index rose at twice its historic pace. The April
1998 rate rose one-tenth of a percent.


     The Conference Board also reported that CONSUMER CONFIDENCE rose in June
1998 to 137.6 from 136.3 in May. This was the highest level in three decades.
Consumers attitudes about the economy remain upbeat. Measures of consumer
confidence are watched closely for indications of future consumer spending.


     The EMPLOYMENT COST INDEX is a measure of overall compensation including
wages, salaries and benefits. For 1997, the index rose at an annual amount of
3.3 percent, up from 2.9 percent for both 1995 and 1996. Wages and salaries
were up 1.1 percent, the largest increase in seven and one-half years while the
cost of benefits rose nine-tenths of a percent. For the first quarter (1998)
the index was up seven-tenths of a percent.


     PRODUCTIVITY is a key element in measuring the standard of living since
increased efficiency allows businesses to increase workers compensation without
having to raise prices. Through the first 70 years of this century, non-farm
productivity rose at an annual rate of 2.2 percent. During the post war period
1947 to 1973, it was 2.8 percent. Between 1973 and 1995, a marked slowdown has
been in evidence with only a 1 percent annual rate and during the period marked
by the start of the current economic expansion in 1991, growth has averaged 1.2
percent. The Labor Department reports that the productivity of American workers
grew by 1.7 percent in 1997. This compares with 1.9 percent in 1996 and
three-tenths of a percent in 1995. Data for the first quarter of 1998 shows
that productivity slipped to an annual rate of 1.1 percent, in part because
employers hired more workers to handle an expanding workload.


     CONSUMER CREDIT The Federal Reserve said consumer credit unexpectedly
declined by $4.2 billion to a $1.231 trillion annual rate in November, the
first drop in four years. All major categories of borrowing registered declines
including credit cards, auto loans, and personal loans. Nonetheless, credit
card delinquencies and personal bankruptcies remain near record levels
indicating that consumers may be reaching a point of saturation with respect to
new debt. A record 1.34 million Americans filed for bankruptcy in 1997 despite
growing prosperity for nearly seven years of economic growth. Visa USA reports
that filings were up 19.6 percent nationwide from 1.12 million in 1996.


     Borrowing was up 6.9 percent in February 1998 to an annual rate of $1.244
trillion. The biggest component was credit card debt which rose to $3.9
billion.




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

                                       5
<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- --------------------------------------------------------------------------------
     SAVINGS RATE The U.S. Savings Rate is measured as that portion of
disposable income that goes into bank accounts, investments, and other forms of
savings. Americans are continuing a trend of spending faster than their
after-tax incomes grow. As a result of carrying more debt, consumers decreased
their savings to just 3.8 percent of after-tax income, the lowest rate since
1939. The savings rate was 4.3 percent in 1996.


     NEW CONSTRUCTION activity rose one-tenth of a percent in December to an
annual rate of $611.8 billion. The report showed that spending on residential
construction, which makes up nearly half the total, rose nine-tenths of a
percent. Commercial spending also increased 1.2 percent, while public spending
rose eight-tenths of a percent. For all of 1997, construction spending rose 5.6
percent versus 6.5 percent in 1996.


ECONOMIC OUTLOOK


     The WEFA Group, an economic consulting company, opines that the current
state of the economy is a "central bankers" dream, with growth headed toward
the Fed's 2.5 percent target, accompanied by stable if not falling inflation.
They project that inflation will track at about 2.5 percent through 1998. Over
the longer term, inflation is expected to average 2.7 percent. This will have a
direct influence on consumption (consumer expenditures).


     Potential GDP provides an indication of the expansion of output, real
incomes, real expenditures, and the general standard of living of the
population. WEFA estimates that real U.S. GDP will grow at an average annual
rate of 2.3 percent over the next decade, and slow to about 2.1 percent by
2019.


     Consumption expenditures are primarily predicated on the growth of real
permanent income, demographic influences, and changes in relative prices over
the long term. Changes in these key variables explain much of the consumer
spending patterns of the 1970s and mid-1980s, a period during which baby
boomers were reaching the asset acquisition stages of their lives; purchasing
automobiles and other consumer and household durables. Increases in real
disposable income supported this spending spurt with an average annual increase
of 2.9 percent per year over the past twenty years. Real consumption
expenditures increased at an average annual rate of 3.1 percent during the
1970s and by an average of 4.0 percent from 1983 to 1988. WEFA projects that
consumption expenditure growth will slow as a result of slower population
growth and aging. It is also projected that the share of personal consumption
expenditures relative to GDP will decline over the next decade. Consumer
spending as a share of GDP peaked in 1993 at 68.0 percent after averaging about
63.0 percent over much of the post-war period. WEFA estimates that real
consumption expenditure growth will average 2.2 percent per year through 2005
and slows to 2.1 percent thereafter.


RETAIL SALES


     During the period 1980 through 1996, total retail sales in the United
States increased at a compound annual rate of 6.1 percent. Data for the period
1990 through 1996 shows that sales growth has slowed to an annual average of
5.0 percent. This information is summarized on the following chart.




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

                                       6

<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                       TOTAL U.S. RETAIL SALES(1)
- ---------------------------------------------------------------
           YEAR               AMOUNT (BILLIONS)   ANNUAL CHANGE
- ---------------------------- ------------------- --------------
<S>                           <C>                 <C>
1980                           $  957,400           N/A
1985                           $1,375,027           N/A
1990                           $1,844,611           N/A
1991                           $1,855,937           .61%
1992                           $1,951,589           5.2%
1993                           $2,074,499           6.3%
1994                           $2,236,966           7.8%
1995                           $2,340,817           4.6%
1996                           $2,465,835           5.3%
1997(2)                        $2,569,400           4.2%
- ---------------------------------------------------------------
Compound Annual Growth Rate
        1980-1997                                  +6.0%
- ---------------------------------------------------------------
    CAGR: 1990-1997                                +4.8%
- ---------------------------------------------------------------
</TABLE>

- -------------
(1)     1985 - 1995 data reflects recent revisions by the U.S. Department of
        Commerce: Combined Annual and Revised Monthly Retail Trade. 
(2)     Preliminary advance estimates.
Source: Monthly Retail Trade Reports Business Division, Current Business
        Reports, Bureau of the Census, U.S. Department of Commerce.
 
     Retail sales rose seven-tenths of a percent during the month of December
1997. The Census Bureau of the Department of Commerce reports that advance
estimates for U.S. retail sales for 1997 were $2.569 trillion, an increase of
$103.6 billion, or 4.2 percent from 1996. This was below last year's gain and
the worst showing since 1991.

     Nationally, retail sales rose one-tenth of a percent in June 1998
following a revised 1.2 percent rise in May.

     Provided on the chart below is a summary of overall and same store sales
growth for selected national merchants for the most recent period.


- --------------------------------------------------------------------------------
                                       7

<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
        SAME STORE SALES FOR THE MONTH OF JUNE 1998
- -----------------------------------------------------------
                                % CHANGE FROM PREVIOUS YEAR
                                ---------------------------
        NAME OF RETAILER         OVERALL   SAME STORE BASIS
- ------------------------------- --------- -----------------
<S>                             <C>       <C>
            Wal-Mart            +17.3%        + 9.0%
             Kmart              + 1.7%        + 1.5%
    Sears, Roebuck & Company    + 2.1%        + 0.3%
           J.C.Penney           - 2.6%        - 2.1%
   Dayton Hudson Corporation    +10.4%        + 4.6%
     May Department Stores      + 6.1%        + 4.5%
  Federated Department Stores   + 2.3%        + 3.4%
        The Limited Inc.           --         + 1.0%
            Gap Inc.            +36.0%        +15.0%
           Ann Taylor           +19.4%        + 9.0%
              TJX               + 8.0%        + 5.0%
             Lowe's             +21.2%        + 4.9%
          Circuit City          +16.0%        + 6.0%
</TABLE>                                 

- --------
Source: New York Times/Wall Street Journal
 
     Retailers reported perplexing results in June sales, following two months
of stellar sales for the entire industry.

     The Goldman Sachs same store sales index was up 4.4 percent in June
compared with 4.0 percent last year. Same store sales growth was led by
Wal-Mart (+9.0%), Circuit City (+6.0%), and The Gap (+15.0%). Discounters again
did very well such as TJX, Dollar General and Ross Stores. Department stores
which cater to lower income shoppers also did well such as Kohl's and Target
which paced Dayton Hudson to a 4.6 percent gain.

     The International Council of Shopping Centers (ICSC) publishes a MONTHLY
MALL MERCHANDISE INDEX which tracks sales by store type for more than 400
regional shopping centers. The index shows that total sales per square foot
rose by 2.9 percent to $278 per square foot in 1996. This compares to a .5
percent increase for the period 1994-1995. The following chart identifies the
most recent year-end results. The winners were shown to be Apparel and
Accessories (+4.8%) led by Men's Apparel and Shoes, while Furniture and
Furnishings suffered (-2.8%). The Home Improvement category rose an outstanding
100.0 percent to $302 per square foot.

     Retailers reported a better than expected increase in January sales,
largely as a result of major post-holiday sales and clearance promotions. Data
for December 1997 shows that consumers were enticed to the stores with strong
promotional markdowns by the nation's retailers. The selling season seemed to
come two days before Christmas and continued for the week following.



- --------------------------------------------------------------------------------
                                       8

<PAGE>

                        NATIONAL RETAIL MARKET OVERVIEW
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                1997 YEAR END PERFORMANCE
                           NON-ANCHOR TENANT SALES IN U.S. MALLS
- ------------------------------------------------------------------------------------------
                 STORE TYPE                  1997 (SF*)   ICSC INDEX % CHANGE FROM YE 1996
- ------------------------------------------- ------------ ---------------------------------
<S>                                         <C>          <C>
      GAFO CATGORIES:
      APPAREL AND ACCESSORIES
      Women's Accessories and Specialties       $317                     4.3%
      Women's Ready-To-Wear                      195                    -2.7%
      Men's Apparel                              268                    -1.9%
      Children's Apparel                         382                     5.2%
      Family Apparel                             324                     2.1%
      Women's Shoes                              342                     0.2%
      Men's Shoes                                399                     3.4%
      Family Shoes                               291                    -0.3%
      Shoes Miscellaneous                        303                    -3.2%
      Apparel and Accessories - Misc.           $276                    -6.5%
- ------------------------------------------------------------------------------------------
      SUBTOTAL                                  $265                     0.8%
- ------------------------------------------------------------------------------------------
      FURNITURE AND FURNISHINGS:
      Home Furniture & Furnishings              $273                    -0.3%
      Home Entertainment & Electronics           329                     5.0%
      Home Furnishings -- Misc.                  275                    -0.8%
- ------------------------------------------------------------------------------------------
      SUBTOTAL                                  $307                     2.6%
- ------------------------------------------------------------------------------------------
      OTHER GAFO:
      Jewelry                                   $701                     3.8%
      Stationery/Cards/Gifts/Novelty             287                     1.8%
      Books                                      242                    -3.7%
      Sporting Goods/Bicycles                    240                    -2.8%
      Other GAFO - Misc.                         325                     1.2%
- ------------------------------------------------------------------------------------------
      SUBTOTAL                                  $356                     1.3%
- ------------------------------------------------------------------------------------------
      TOTAL GAFO                                $295                     1.3%
- ------------------------------------------------------------------------------------------
      NON GAFO CATEGORIES
      FOOD SERVICES
      Fast Food                                 $449                     2.6%
      Restaurants                                289                     0.8%
      Food Services - Misc.                      416                    -7.1%
- ------------------------------------------------------------------------------------------
      SUBTOTAL                                  $362                     1.7%
- ------------------------------------------------------------------------------------------
      OTHER NON-GAFO CATEGORIES:
      Specialty Food Stores                     $375                     4.0%
      Supermarkets                               465                     4.4%
      Drug/HBA                                   317                     3.3%
      Personal Services                          299                     2.8%
      Automotive                                 121                    10.8%
      Home Improvement                           356                    14.9%
      Mall Entertainment                          76                    -2.3%
      Other Non-GAFO - Misc.                     397                     3.2%
- ------------------------------------------------------------------------------------------
      SUBTOTAL                                  $230                     1.8%
- ------------------------------------------------------------------------------------------
      TOTAL NON-GAFO                            $278                     1.7%
- ------------------------------------------------------------------------------------------
      OTHER CATEGORIES-MISCELLANEOUS            $243                     8.7%
- ------------------------------------------------------------------------------------------
      Memo: GAFO & Food Service Total           $301                     1.3%
- ------------------------------------------------------------------------------------------
      GRAND TOTAL                               $291                     1.5%
- ------------------------------------------------------------------------------------------
</TABLE>

- -----------
*        SALES PER SQUARE FOOT DERIVED AS TOTAL NON-ANCHOR MALL SALES DIVIDED BY
         TOTAL OCCUPIED SQUARE FOOTAGE.
SOURCE:  ICSC - RESEARCH QUARTERLY
 

- --------------------------------------------------------------------------------
 
                                       9


<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- --------------------------------------------------------------------------------
     The ICSC has reported the following results:


     MALL TENANT SALES

     Data through the fourth quarter of 1997 shows that sales per square foot
for non-anchor tenants rose 1.5 percent over the comparable 12 month 1996
period. Year to date GAFO sales were up 1.3 percent led by the Furniture and
Furnishings category.

     DEPARTMENT STORE SALES

     Sales in U.S. Department Stores increased by 6.4 percent in 1997 according
to the Department of Commerce. The increase was largely fueled by the strong
performance of discount department stores such as Wal-Mart, Kmart and Target.
This compares with an overall increase of 4.6 percent in 1996.

     Comparable sales for the latest 12 month period (YE 12/97) are shown
below:



<TABLE>
<CAPTION>
   DEPARTMENT STORE TYPE      YEAR OVER YEAR CHANGE
- --------------------------   ----------------------
<S>                          <C>
          Discount                     5.8%
       National Chains                 2.1%
   Conventional/Full Line              4.3%
</TABLE>

     FACTORY OUTLET

     The ICSC FACTORY OUTLET INDEX increased by 4.0 percent in 1997 to $220 per
square foot from $212 per square foot in 1996. The fourth quarter gain of 2.8
percent was the highest quarterly gain during the year. Data for the fourth
quarter of 1997 shows that sales rose by 3.7 percent. This increase was fueled
by a 11.3 percent sales volume growth and a 7.3 percent square footage
expansion at centers open at least one year.



<TABLE>
<CAPTION>
 PERIOD     SALES/SF      CHANGE
- --------   ----------   ---------
<S>        <C>          <C>
  1995        $210           --
  1996        $212          1.0%
  1997        $220          4.0%
</TABLE>

     The ICSC is now reporting comp or same store sales for outlet centers.
From their reporting data base, they report comp store growth of 2.8 percent
for all of 1997.


GAFO AND SHOPPING CENTER INCLINED SALES

     In a true understanding of shopping center dynamics, it is important to
focus on both GAFO sales or the broader category of Shopping Center Inclined
Sales. GAFO goods comprise the overwhelming bulk of goods and products carried
in shopping centers and department stores and consist of the following
categories:
















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

                                       10
<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- --------------------------------------------------------------------------------
     o  General merchandise stores including department and other stores;


     o  Apparel and accessory stores:

     o  Furniture and home furnishing stores; and

     o  Other miscellaneous shoppers goods stores.

     Shopping Center Inclined Sales are somewhat broader and include such
classifications as home improvement and grocery stores. The store types that
comprise shopping centers comprised approximately 53 percent of total retail
sales in 1995. The balance were generated by auto dealers, gas stations, food
service facilities and other miscellaneous establishments.

     Total retail sales grew by 4.6 percent in the United States in 1995 to
$2.341 trillion, an increase of $104 billion over 1994. This followed an
increase of 7.8 percent of $162 billion over 1993. Automobile dealers captured
$34 plus and minus  billion of total retail sales growth last year, while
Shopping Center Inclined Sales accounted for nearly 50.0 percent of the
increase ($50 billion). GAFO sales increased by $32.5 billion. This group was
led by department stores which posted a $14.4 billion increase in sales. The
following chart summarizes the performance for this most recent comparison
period.






































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

                                       11
<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- --------------------------------------------------------------------------------
                        RETAIL SALES BY MAJOR STORE TYPE

                               1994-1995 ($MIL.)



<TABLE>
<CAPTION>
                                                                    PERCENT OF     1994-1995
         STORE TYPE                  1994              1995          INCOME(1)      % CHANGE
- ----------------------------   ---------------   ---------------   ------------   ----------
<S>                            <C>               <C>               <C>            <C>
GAFO:
General Merchandise              $   282,541       $   296,904                        5.1%
Apparel & Accessories                109,603           109,962                         .3%
Furniture & Furnishings              119,626           129,923                        8.6%
Other GAFO                            80,533            88,029                        9.3%
- ----------------------------     -----------       -----------                        ---
GAFO SUBTOTAL                    $   592,303       $   624,818         14.4%          5.5%
- ----------------------------     -----------       -----------         ----           ---
CONVENIENCE STORES:
Grocery                          $   376,330       $   389,134                        3.4%
Other food                            21,470            21,378                        (.4)%
- ----------------------------     -----------       -----------                        ---
SUBTOTAL                         $   397,800       $   410,512          9.5%          3.2%
Drug                                  81,538            84,240          2.0%          3.3%
- ----------------------------     -----------       -----------         ----           ---
CONVENIENCE SUBTOTAL             $   479,338       $   494,752                        3.2%
- ----------------------------     -----------       -----------                        ---
OTHER:
Home Improvement & Building
 Supplies Stores                 $   122,533       $   124,626          2.9%          1.7%
SHOPPING CENTER-INCLINED
Subtotal                         $ 1,194,174       $ 1,244,196         28.8%          4.2%
Automobile Dealers                   526,319           560,624                        6.5%
Gas Stations                         142,193           148,192                        4.2%
Eating and Drinking Places           228,351           233,606                        2.3%
All Other                            145,928*          154,199*                       5.7%
- ----------------------------     -----------       -----------                        ---
TOTAL RETAIL SALES               $ 2,236,966       $ 2,340,817                        4.6%
============================     ===========       ===========                        ===
</TABLE>

- --------
* ESTIMATED SALES

1 CURRENT POPULATION REPORT, PAGE 60. ESTIMATED AT 96.8 MILLION HOUSEHOLDS @
  $44,100 = 4.3 TRILLION.

SOURCE: U.S. DEPARTMENT OF COMMERCE, BUREAU OF THE CENSUS AND DOUGAL M. CASEY:
        VARIOUS ICSC WHITE PAPERS.

     GAFO sales grew by 5.5 percent in 1995 to $624.8 billion. From the above
it can be calculated that GAFO sales accounted for 26.7 percent of total retail
sales and nearly 50.0 percent of all shopping center-inclined sales. GAFO sales
have also risen relative to household income. In 1990 these sales represented
13.9 percent of average household income. By 1994/1995 they rose to 14.4
percent. Projections through 2000 show a continuation of this trend to 14.7
percent. On average, total sales were equal to nearly 55.0 percent of household
income in 1994.

















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

                                       12

<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
      DETERMINANTS OF RETAIL SALES GROWTH AND U.S. RETAIL SALES BY KEY STORE TYPE
- ---------------------------------------------------------------------------------------
                                              1990            1994           2000P
                                        --------------- --------------- ---------------
<S>                                     <C>             <C>             <C>
DETERMINANTS
Population                                248,700,000     260,000,000     276,200,000
Households                                 91,900,000      95,700,000     103,700,000
Average Household Income                 $     37,400    $     42,600    $     51,600
Total Census Money Income                $ 3.4 Tril.     $ 4.1 Tril.     $ 5.4 Tril.
- ---------------------------------------  ------------    ------------    ------------
% ALLOCATIONS OF INCOME TO SALES
GAFO Stores                                      13.9%           14.4%           14.7%
Convenience Stores                               12.9%           11.7%           10.7%
Home Improvement Stores                           2.8%            3.0%            3.3%
Total Shopping Center-Inclined Stores            29.6%           29.1%           28.8%
Total Retail Stores                              54.3%           54.6%           52.8%
- ---------------------------------------  ------------    ------------    ------------
SALES ($BILLION)
GAFO Stores                              $        472    $        592    $        795
Convenience Stores                                439             479             580
Home Improvement Stores                            95             123             180
Total Shopping Center-Inclined Stores    $      1,005    $      1,194    $      1,555
TOTAL RETAIL SALES                       $      1,845    $      2,237    $      2,850
- ---------------------------------------  ------------    ------------    ------------
Note: Sales and income figures are for the full year; population and household figures
are as of April 1 in each
     respective year. P = Projected.
- ----------------------------------------------------------------------------------------
Source: U.S. Census of Population, 1990; U.S. Bureau of the Census Current Population
Reports:
     Consumer Income P6-168, 174, 180, 184 and 168; Berna Miller with Linda Jacobsen,
     "Household Futures", American Demographics, March 1995; Retail Trade sources
already cited; and Dougal M.
     Casey: ICSC White Paper
- ----------------------------------------------------------------------------------------
</TABLE>

     GFAO Sales have risen at a compound annual rate of approximately 6.8
percent since 1991 based on the following annual change in sales.



<TABLE>
<S>           <C>
  1990/91         2.9%
- ---------         ---
  1991/92         7.0%
- ---------         ---
  1992/93         6.6%
- ---------         ---
  1993/94         7.0%
- ---------         ---
  1994/95         5.5%
- ---------         ---

</TABLE>

     According to a recent study by the ICSC, GAFO Sales are expected to grow
by 5.0 percent per annum through the year 2000, which is well above the 4.1
percent growth for all retail sales. This information is presented in the
following chart.


                                       -13-
<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
        RETAIL SALES FORECASTS IN THE UNITED STATES, BY MAJOR STORE TYPE
- ---------------------------------------------------------------------------------
                                    1994           2000P        PERCENT CHANGE
                               -------------- -------------- --------------------
                                                                         COMPOUND
          STORE TYPE            ($ BILLIONS)   ($ BILLIONS)     TOTAL     ANNUAL
- ------------------------------ -------------- -------------- ---------- ---------
<S>                            <C>            <C>            <C>        <C>
  GAFO:
  General Merchandise              $  283         $  370         30.7%      4.6%
  Apparel & Accessories               110            135         22.7%      3.5%
  Furniture/Home Furnishings          120            180         50.0%      7.0%
  Other Shoppers Goods                 81            110         35.8%      5.2%
- ------------------------------     ------         ------         ----       ---
  GAFO SUBTOTAL                    $  592         $  795         34.3%      5.0%
- ------------------------------     ------         ------         ----       ---
  CONVENIENCE GOODS:
  Food Stores                      $  398         $  480         20.6%      3.2%
  Drugstores                           82            100         22.0%      3.4%
- ------------------------------     ------         ------         ----       ---
  CONVENIENCE SUBTOTAL             $  479         $  580         21.1%      3.2%
- ------------------------------     ------         ------         ----       ---
  Home Improvement                    123            180         46.3%      6.6%
- ------------------------------     ------         ------         ----       ---
  SHOPPING CENTER-INCLINED         $1,194         $1,555         30.2%      4.5%
  SUBTOTAL
- ------------------------------
  All Other                         1,043          1,295         24.2%      3.7%
- ------------------------------     ------         ------         ----       ---
  TOTAL                            $2,237         $2,850         27.4%      4.1%
- ------------------------------     ------         ------         ----       ---
  Note: P = Projected. Some figures rounded.
- ----------------------------------------------------------------------------------
  Source: U.S. Department of Commerce, Bureau of the Census and Dougal M. Casey.
- ----------------------------------------------------------------------------------

</TABLE>

     Changes in consumer spending patterns has resulted in noticeable trends in
the way malls are merchandised. Apparel still accounts for the majority of all
mall space at 46 percent, however, it has slipped from 48.3 percent in 1990.
The largest percentage decline was in Women's Ready to Wear with a 14.8 percent
drop to 18.4 percent. The table below sumamrizes these trends.

                                       -14-


<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                      SHOPPING CENTER INCLINED STORE SALES
                              1972-1995 (BILLIONS)
- ----------------------------------------------------------------------------
                             1972    1980     1990      1995
                             --------- ------ --------- ---------
<S>                          <C>       <C>    <C>       <C>
 Sales                       $  257    $532   $1,000    $1,244
 Compound Annual Growth
    1972-1995                   7.1%
    1972-1980                   9.5%
    1980-1990                   6.6%
    1990-1995                   4.3%
 Source: U.S. Bureau of The Census and ICSC White Paper:  Overstoring - A
 Look at Retail Space and Sales Performance.

</TABLE>

     From the above, we see that the most recent annual rate of growth
(1990-1995) in Shopping Center Inclined Sales of 4.3 percent has decreased to
less than half of what it was during the 1970s (9.5 percent). Projections
through December 2000 are for a compound growth rate of 4.5 percent.

     Shopping centers have stabilized their share of shopping center inclined
sales. In 1972 this share was estimated at 48 percent. Since the early 1980s,
this share has stabilized in the 72 to 73 percent range. For example, the
estimated sales total of $894 billion of shopping center sales in 1995 was
equal to 72 percent of total inclined sales.


NON-STORE RETAILING

     In 1995, non-store retailing accounted for $69.7 billion, or 3.92 percent
of total non-automotive retail sales. Of this total, $49.7 billion was
attributed to mail/telephone order catalog retailers. The balance is comprised
of coin-operated vending machines, house-to-house canvassing, party plan (i.e.
tupperware parties) telemarketing and other non-store venues such a home
shopping networks and electronic commerce.




<TABLE>
<CAPTION>
                          NON-STORE AND TOTAL RETAIL SALES
- -------------------------------------------------------------------------------------
  YEAR      TOTAL MAIL ORDER       NON-STORE      TOTAL NON-AUTO SALES     % OF TOTAL
- --------   ------------------   --------------   ----------------------   -----------
<S>        <C>                  <C>              <C>                      <C>
  1985     $15,848 mil.         $28,275 mil.           $1,071,828             2.64%
  1990     $26,577 mil.         $45,632 mil.           $1,457,006             3.13%
  1995     $49,710 mil.         $69,667 mil.           $1,778,915             3.92%
Source: Department of Commerce
</TABLE>

     Mail order sales, currently at only 2.8 percent of total retail sales,
continue to grow. Estimates currently place on-line sales at $518.0 million or
1 percent of the mail order tally. Estimates place total on-line sales as high
as $6.6 billion by the year 2000. Since 1990, mail order sales have grown at an
annual rate of 9.9 percent which is double the average growth of non-automotive
retail sales and 1.7 times the average growth of GAFO stores sales. One measure
of this growing trend is the November/December ratio of mail order to GAF store
sales. In 1990, the ratio was 5.4 percent. By 1992 it had grown to 6.9 percent
and by 1995 it was 7.6 percent.


                                      -16-
<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- --------------------------------------------------------------------------------
INDUSTRY TRENDS


     According to the NATIONAL RESEARCH BUREAU, there were a total of 42,953
shopping centers in the United States at the end of 1997. During this year, 823
new centers opened, a 1.9 percent increase over 1996 but less than the 895 that
opened in 1996. The greatest growth came in the small center category (less
than 100,000 square feet) where 431 centers were constructed. In terms of GLA
added, new construction in 1997 was up 2.5 percent resulting in an addition of
128.9 million square feet of GLA from approximately 5.1 billion to 5.23 billion
square feet.




<TABLE>
<CAPTION>
                         CENSUS DATA: HISTORICAL TRENDS
- ------------------------------------------------------------------------------------------------------------------------
                                               TOTAL        AVERAGE    AVERAGE      % CHANGE                  % INCREASE
             NO. OF         TOTAL              SALES        GLA PER   SALES PER     IN SALES                   IN TOTAL
   YEAR     CENTERS          GLA            (BILLIONS)       CENTER    SQ. FT.    PER SQ. FT.   NEW CENTERS    CENTERS
- --------- ----------- ----------------- ------------------ --------- ----------- ------------- ------------- -----------
<S>       <C>         <C>               <C>                <C>       <C>         <C>           <C>           <C>
   1987      30,641     3,722,957,095     $  602,294,426   121,502    $ 161.78        2.41%         2.145        7.53%
   1988      32,563     3,947,025,194     $ 641,096,l793   121,212    $ 162.43        0.40%        1,922         6.27%
   1989      34,683     4,213,931,734     $  682,752,628   121,498    $ 162.02       -0.25%        2,120         6.51%
   1990      36,515     4,390,371,537     $  706,380,618   120,235    $ 160.89       -0.70%        1,832         5.28%
   1991      37,975     4,563,791,215     $  716,913,157   120,179    $ 157.09       -2.37%        1,460         4.00%
   1992      38,966     4,678,527,428     $  768,220,248   120,067    $ 164.20        4.53%          991         2.61%
   1993      39,633     4,770,760,559     $  806,645,004   120,373    $ 169.08        2.97%          667         1.71%
   1994      40,368     4,860,920,056     $  851,282,088   120,415    $ 175.13        3.58%          735         1.85%
   1995      41,235     4,967,160,331     $  893,814,776   120,460    $ 179.94        2.75%          867         2.15%
   1996      42,130     5,100,605,534     $  933,918,275   121,068    $ 183.10        1.75%          895         2.17%
   1997      42,953     5,229,490,942     $  980,026,364   121,749    $ 187.40        2.35%          823         1.95%
Compound
 Annual
 Growth       +3.44%            +3.46%             +4.99%    N/A          +1.48%      N/A           N/A          N/A
Source: National Research Bureau Shopping Center Database and Statistical Model

</TABLE>

     From the chart we see that both total GLA and total number of centers have
increased at a compound annual rate of approximately 3.5 percent since 1987.
New construction was up 2.5 percent in 1996, a slight decrease over 1996 but
still well below the peak year 1987 when new construction increased by 7.5
percent. California was by far the most active state with 109 new centers
opening, followed by New Jersey (55), Georgia (49) and New York (42).


                                       -17-


<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- --------------------------------------------------------------------------------

     Among the 42,953 centers in 1997, the following breakdown by size is in
evidence.

<TABLE>
<CAPTION>
         U.S. SHOPPING CENTER INVENTORY, YE DECEMBER 1997
- ------------------------------------------------------------------
                         NUMBER OF CENTERS  SQUARE FEET (MILLIONS)
                         ------------------ ----------------------
     SIZE RANGE (SF)      AMOUNT   PERCENT     AMOUNT     PERCENT
- ------------------------ -------- --------- ----------- ----------
<S>                      <C>      <C>       <C>         <C>
    Under     100,000     26,928     62.7%    1,318.1       25.2%
 100,001 --   200,000     10,400     24.2%    1,430.9       27.4%
 200,001 --   400,000      3,595      8.4%      959.5       18.3%
 400,001 --   800,000      1,324      3.0%      736.4       14.1%
 800,001 -- 1,000,000        316      0.7%      284.8        5.4%
     Over 1,000,000          390      0.9%      499.7        9.6%
                          ------     ----     -------       ----
          TOTAL           42,953    100.0%    5,229.5      100.0%
</TABLE>

- --------
Source: National Research Bureau (some numbers slightly mounded).


     Empirical data shows that the average GLA per capita is increasing. In
1997, the average for the nation was 19.57. This was up nearly 3.5 square feet
or 21.6 percent from 16.1 in 1988. Among states, Delaware surpassed Florida and
now has the highest GLA per capita with 29.12 square feet. South Dakota has the
lowest at 9.12 square feet. Per capita GLA for regional malls (loosely defined
as all centers in excess of 400,000 square feet) has also been rising from 5.0
in 1988 to 5.7 in 1997. This information is presented on the following chart.

<TABLE>
<CAPTION>
                     GLA PER CAPITA
- --------------------------------------------------------------------------------
   YEAR                                  ALL CENTERS   REGIONAL MALLS*
- ---------------------------------------- ------------- ----------------
<S>                                      <C>           <C>
  1988                                        16.1            5.0
  1989                                        17.0            5.2
  1990                                        17.7            5.3
  1991                                        18.1            5.3
  1992                                        18.3            5.5
  1993                                        18.5            5.5
  1994                                        18.7            5.4
  1995                                        18.9            5.5
  1996                                        19.2            5.6
  1997                                        19.6            5.7
</TABLE>

- ----------
Source: International Council of Shopping Center: The Scope of The Shopping  
        Center Industry and National Research Bureau

*       Centers in excess of 400,000 square feet.

     While per capita GLA has continued to increases, a key issue is that the
rate of increase has slowed. Per capita space has increased by only slightly
under 2.0 square feet during the period 1990 through 1997. This trend is
manifested in the pace of inventory increases from 165 million square feet per
year between 1972 and 1980, to 143 million square feet per year (1980-1990),
and 120 million square feet per year (1990-1997).

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

                                       18
<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- --------------------------------------------------------------------------------

     Construction data also indicates that while the overall pace of shopping
center openings has eased, the pace of large store (50,000 to 200,000 square
feet) construction has more than doubled. During the more recent five year
period, big boxes have accounted for 41 percent of inventory additions.

                          TRENDS IN INVENTORY GROWTH*
                                   1972-1995

<TABLE>
<CAPTION>
                                                1972-1980     1980-1990     1990-1995
                                               -----------   -----------   ----------
<S>                                            <C>           <C>           <C>
Shopping Center Space Added                        164           143           115
Free-Standing Stores                                36            34            79  
 (50,000 - 200,000 SF)                             ---           ---           ---    
                                                  
Total                                              200           177           194
                                                   ---           ---           ---
Big Box Allocation of Inventory Growth              18%           19%           41%
</TABLE>

- --------
* Average Annual Increase (Million Square Feet)

Source: NRB and F.W. Dodge

     FW Dodge reports that total construction starts increased by 20 percent in
1997 to 11,167 projects. In terms of square footage, the increase was
approximately 7.0 percent as detailed below:

                     NATIONWIDE RETAIL CONSTRUCTION STARTS

<TABLE>
<CAPTION>
                                    1996                    1997
                            ---------------------   --------------------
                             STARTS     SF (000)     STARTS     SF (000)
                            --------   ----------   --------   ---------
<S>                         <C>        <C>          <C>        <C>
Malls                           12       14,274          10       9,266
Shopping Centers             1,158       43,259       1,199      38,673
Free-standing Stores         2,981      120,799       3,331     127,962
Restaurants/Convenience      2,817       15,370       2,759      17,592
Other Retail                 2,331       29,399       3,868      45,149
                             -----      -------       -----     -------
Total                        9,299      223,101      11,167     238,642
                             =====      =======      ======     =======
</TABLE>

     The National Research Bureau reports that growth in the power center
component continues to slow. The number of centers reporting to be positioned
as power centers grew by 61 percent between 1994 and 1995. However, this rate
slowed to 31 percent in 1996 and 18 percent in 1997. During 1997, 69 "new"
power centers opened with 63 percent representing actual first time openings
and 37 percent coming from renovation, expansion or repositionings.

     In their publication, NRB/Shopping Centers Today 1997 Shopping Center
Census, the National Research Bureau reports that overall retail conditions
were good in 1997. Total shopping center sales increased 4.9 percent to $980.02
billion in 1997, up from $933.81 billion in 1996.



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

                                       19
<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- --------------------------------------------------------------------------------
                      SELECTED SHOPPING CENTER STATISTICS

                                   1990-1997

<TABLE>
<CAPTION>
                                                                                           COMPOUND
                                                                                            ANNUAL
                                         1990         1995         1996         1997        GROWTH
                                      ----------   ----------   ----------   ----------   ---------
<S>                                   <C>          <C>          <C>          <C>          <C>
Retail Sales in Shopping Centers*      $706.40      $893.81      $933.92      $980.03       4.8%
Total Leasable Area**                     4.39         4.97         5.10         5.23       2.5%
Unit Rate                              $160.89      $179.94      $183.10      $187.40       2.2%
</TABLE>

- --------
*  Billions of Dollars

** Billions of Square Feet

Source: National Research Bureau

     According to the National Research Bureau, total sales in shopping centers
have grown at a compound rate of 5.0 percent since 1987. As described,
aggregate sales were up 4.9 percent nationwide from $933.9 billion (1996) to
$980.0 billion (1997). In 1997, average sales were $187.40 per square foot, up
2.3 percent over 1996 and 2.2 percent (compound growth) over the past several
years. The biggest gain came in the super-regional category (more than 1.0
million square feet) where sales were up 3.6 percent to $214.90 per square
foot. Nonetheless, with compound sales growth lagging the growth in GLA, there
is an indication of overbuilding by this broad measure.

     The following chart tracks the change in average sales per square foot by
size category.

                         SALES TRENDS BY SIZE CATEGORY
                                   1993-1997

<TABLE>
<CAPTION>
                                                  AVERAGE SALES PER SQUARE FOOT
                                                                                              COMPOUND
                                                                                               ANNUAL
         CATEGORY              1993         1994         1995         1996         1997        GROWTH
- -------------------------   ----------   ----------   ----------   ----------   ----------   ---------
<S>                         <C>          <C>          <C>          <C>          <C>          <C>
Less than    100,000 SF      $193.10      $199.70      $204.94      $209.74      $215.90       +2.8%
100,001 to   200,000 SF      $156.18      $161.52      $166.00      $169.56      $173.98       +2.7%
200,001 to   400,000 SF      $147.57      $151.27      $153.96      $154.07      $155.99       +1.4%
400,001 to   800,000 SF      $157.04      $163.43      $168.21      $170.14      $172.39       +2.4%
800,001 to 1,000,000 SF      $194.06      $203.20      $210.40      $213.93      $219.38       +3.1%
More than  1,000,000 SF      $183.90      $193.13      $201.05      $207.44      $214.90       +4.0%
                             -------      -------      -------      -------      -------       ----
TOTAL                        $169.08      $175.13      $179.94      $183.10      $187.40       +2.6%
                             =======      =======      =======      =======      =======       ====
</TABLE>

- --------
Source: National Research Bureau

     Per capita retail sales were $3,667 in the United States in 1997, up 4.1
over $3,521 in 1996. The highest per capita sales were in Florida ($6,039)
while the lowest were found in South Dakota ($1,665).



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

                                       20

<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- --------------------------------------------------------------------------------
     Consumers demand for value and selection have led to an unprecedented
growth of the category killer, superstore and warehouse club concepts. In its
annual industry report, Discount Store News has identified the nation's top 200
merchants. Overall, these merchants posted sales of $336.6 billion, up 7.5
percent over 1995. The chart below highlights the year-to-year performance
along with 1997 projections.




<TABLE>
<CAPTION>
                                           SALES BY SEGMENT (IN BILLIONS $)
- ----------------------------------------------------------------------------------------------------------------------
                                                 1995          1996       MARKET SHARE      % CHANGE      1997 (PROJ.)
                                             -----------   -----------   --------------   ------------   -------------
<S>                                          <C>           <C>           <C>              <C>            <C>
Full-Line Discount Stores(1) .............    $  150.9      $  162.3            48%             7.6%       $  178.5
Specialty Discounters(2) .................        67.5          76.3            23%            13.1%           87.5
Warehouse Clubs ..........................        41.1          43.5            13%             5.8%           45.9
Other Discount Mass Merchants(3) .........        30.8          31.8             9%             5.0%           33.4
Off-Price Apparel Chains .................        15.8          16.9             5%             6.2%           17.9
Jewelry/Hard Lines Retailers .............         6.9           5.9             2%           (15.0%)           5.1
                                              --------      --------            --            -----        --------
Total Market .............................    $  313.0      $  336.6           100%             7.5%       $  368.5
                                              --------      --------           ---            -----        --------
</TABLE>

- --------
(1)   Includes full-line discount department stores, supercenters, closeouters
      and single-price retailers

(2)   Includes home, automotive, crafts, toys, office supplies, book, computer
      superstores, baby superstores, pet supplies, consumer electronics and
      sporting goods specialty stores.

(3)   Includes Sears, Ward, QVC, HSN and variety stores.

Source: DSN Research

     As can be seen, the largest segment is comprised of full line discount
stores which was to 7.6 percent to $162.3 billion, or 48 percent of all sales.
Excluding Wal-Mart, by far the industry leader, 75 retailers in the DSN top 200
posted double digit sales gains. The biggest winners were baby superstores
(+47.2%), book superstores (+35.9%), and home furnishing superstores (33.1%).
Among the supercenter categories, Wal-Mart Supercenter's $19.3 billion in
sales, up 67.7 percent over 1995, accounted for more than half of the segment's
$36.2 billion in sales.

     The Urban Land Institute, in the 1997 edition of Dollars and Cents of
Shopping Centers, reports that vacancy rates range from a low of 2.0 percent in
neighborhood centers to 14.0 percent for regional malls. Super-regional malls
reported a vacancy rate of 7.0 percent and community centers were 4.0 percent
based upon their latest survey.


MARKET SHIFTS -- CONTEMPORARY TRENDS IN THE RETAIL INDUSTRY

     The mid 1990s have continued the trend of profound changes in the retail
industry. Department stores have emerged from the troubles of late 1980s and
early 1990s to be stronger than ever. Continued consolidations in this industry
segment should continue. Specialty retailers continue to experience a shakeout
of weaker, out of favor formats while discounters gain market share. Power
centers, the growth vehicle of the last several years have reached a point of
saturation that has undermined investor's interest in this product. Outlet
centers are still struggling, however, the super-regional mega-center appears
poised to be the hot concept for the next few years.

     Some of the important recent developments in the industry can be
summarized as follows:











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

                                       21
<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- --------------------------------------------------------------------------------
     o  MONTGOMERY WARD & CO. -- With 400 stores in 43 states filed Chapter 11
        in July 1997. They have announced the closure of 48 units which are
        being acquired by Klaff Realty LP in partnership with the Lubert-Adler
        Real Estate Opportunity Fund. Ward's reported a loss of $1.17 billion
        in 1997, nearly five times the $237 million it lost in 1996.

     o  STRAWBRIDGE & CLOTHIER -- 128 year old Philadelphia based institution
        sold 13 unit department store division to May Company. Its 27 unit
        discount CLOVER division went to Kimco which is putting Kohl's in
        several of the units, their initial foray into the East.

     o  RICH'S -- 26 unit New England based regional chain closes.

     o  Discounters are being attacked from two sides. Big Box category
        killers have rapidly expanded on one side. Alternatively, full service
        department stores have become more promotional, closing the price
        advantage gap discounters have traditionally enjoyed. For example,
        BRADLESS and CALDOR remain in bankruptcy and AMES continues to look for
        the right strategy to compete against Wal-Mart, Kmart, Target and now
        Kohl's, the latter two of which are aggressively expanding in the
        Mid-Atlantic and northeast regions. Bradless and Caldor expect to
        emerge from Chapter 11 in 1998 and there has been some talk of a
        merger.


SPECIALTY RETAILERS

     Troubles continues for several specialty retailers as the protracted
shake-out continued with several Chapter 11 filings, downsizings, and some
cases, out-right liquidations. Among the more notable:

     o  STRAUSS DISCOUNT AUTO filed (6/98) Chapter 11 less than one month
        after a private investment group bought the chain from Merrill Lynch.
        Founded in 1919, the New Jersey based company operates 111 units in the
        mid-Atlantic region.

     o  LECHTERS announced (3/98) that it will close 60 to 70 mall based
        stores in 1998 but open 25 new units in strip centers.

     o  THE LIMITED INC. announced (2/98) that it will close all but one of
        its Henri Bendel stores, spin-off Abercrombie & Fitch to shareholders
        and close 200 of its underperforming stores in its various apparel
        divisions. This is in addition to the 200 stores it began closing in
        December. In the largest revamping since 1969, Limited expects to close
        about 10 percent of its stores.

     o  EGGHEAD SOFTWARE announced (1/98) it will close all 80 of its stores
        in the first quarter of 1998 and sell its products exclusively over the
        internet. Egghead thus becomes the first chain retailer to give up its
        stores base for cyberspace sales.


















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

                                       22
<PAGE>

                                                 NATIONAL RETAILMARKET OVERVIEW
- --------------------------------------------------------------------------------
     o  YES CLOTHING COMPANY filed for bankruptcy (1/98) under Chapter 11.
        The company had recapitalized in 1996 when the designer and co-founder
        of Guess Inc., George Marciano, acquired 80 percent of the company.

     o  WINKLEMAN'S, a division of Petrie Retail, announced (1/98) that they
        will liquidate the 49 store chain. Petrie has been ooperating under
        Chapter 11 since 10/95 and has been trying to sell the chain for some
        time. A letter of intent to purchase with Crowley, Milner & Col. was
        recently withdrawn.

     o  ONE PRICE CLOTHING STORES, announced (1/98) they will close 75
        performing stores and eliminate 6 percent of its workforce as part of a
        restructuring plan. The company has 688 units in the United States,
        Puerto Rico, and U.S. Virgin Islands.

     o  Cleveland based HOMEPLACE, a 98-unit, privately held chain, filed for
        Chapter 11 (1/98) putting their expansion plans on hold until they can
        sort out their financial situation.

     o  THE WIZ INC., the New York area based electronics retailer filed for
        bankruptcy (12/97) saying it will close 17 of its 50 Nobody Beats The
        Wiz stores.

     o  BERNARD CHAUS INC., the struggling maker of Chaus women's clothing and
        Nautica Sportswear, announced (11/97) it would close 20 of its 21
        outlet stores.

     o  HOME EXPRESS will liquidate its 12 remaining housewares and linens
        stores by October 1997. The chain, which at one time had 33 units, had
        filed Chapter 11 in February 1996.

     o  LEVITZ FURNITURE INC. filed for Chapter 11 on September 5, 1997. The
        company operates 68 showrooms and 61 smaller stores in 26 states. It
        will initially close 18 stores.

     o  KMART will shed BUILDERS SQUARE for $10.0 billion to Leonard Green &
        Partners who will merge it with HECHINGERS.

     o  PAYLESS CASHWAYS filed Chapter 11 in July 1997, but emerged on
        December 2, 1997.

     o  WAL-MART announces closure of 7 year old BUD'S chain in July 1997.

     o  WOOLWORTH announces closure of all remaining (400) variety stores in
        July 1997.

     o  SERVICE MERCHANDISE announces (4/97) it would close 60 of its 400
        stores.

     o  CONSOLIDATED STORES announced (3/97) it is scrapping its ALL FOR ONE
        DOLLAR chain (175 units).

     o  GROSSMANS INC., a home improvement retail chain, filed Chapter 11 in
        March 1997.



















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

                                       23

<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- --------------------------------------------------------------------------------
          o OSHMANS SPORTING GOODS announces closure (2/97) of 50 of its 84
            conventional stores to concentrate on its superstore concept.

          o LINEN SUPERMARKET (80 units) liquidated in June 1997.

          o ROSES AUTO STORES filed Chapter 11 in June 1997 and immediately
            closed all 62 stores. It then reopened 6.

          o LURIA'S, the 99-year old apparel and hard goods chain filed Chapter
            11 in August 1997 and is closing 11 of its 17 stores. The chain at
            one time had 50 locations throughout Florida.

          o ALL ABOUT SPORTS filed Chapter 11 in May 1997 and immediately
            announced plans to liquidate.

          o MCCRORY CORP. is seeking court approval to close 307 of its 461
            remaining stores and liquidate. At one time it ran 820 stores in
            1992 when it filed for protection.

          o  LIMITED will close 200 of its 4,500 units during 1997.

          o HANDY ANDY - Regional home improvement chain closed remaining 54
       stores.

          o HERMAN'S liquidated all of its sporting goods stores in the
       northeast (5/96).

          o BARNEY'S - High profile New York based upscale retailer filed
            Chapter 11.

          o MERRY-GO-ROUND liquidated and closed its remaining 560 units
            including Chess King, Dejaiz and Cignal units.

          o JAMESWAY - Regional discount department store chain in the
            northeast liquidated.

          o INCREDIBLE UNIVERSE - After aggressive foray into this mega store
            format (185,000 plus and minus square feet), TANDY closes division
            down. Tandy will also close the remaining 53 units of its
            struggling MCDUFF ELECTRONICS chain and 19 of its 108 COMPUTER CITY
            units.

          o ERNST HOME CENTERS - Board approved liquidation of 53-unit chain.

          o KIDS MART - 144-unit childrens apparel chain rumored to be close to
            filed Chapter 11 in January 1997 and liquidated in April 1997.

          o SUN TELEVISION AND APPLIANCE is considering closing 9 of its 50
            stores citing losses.

          o BEST having sold its remaining units to Shottenstein Corp. in
            November 1996, the new owner initiated a liquidation of the former
            catalog showroom.

          o AUTOWORKS (129 units) - Less than one month after filing Chapter 11
            in July 1997, Hahn Automotive Warehouse got bankruptcy court
            permission to liquidate the inventory of its 83 unit subsidiary.

















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

                                       -25-
<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- --------------------------------------------------------------------------------
          o RICKEL HOME CENTERS - 86 unit home improvement chain filed Chapter
            11 and announced (10/97) they will close its remaining 49 units in
            New York, New Jersey, Pennsylvania, and Delaware, laying off 2,000
            people.

          o  HOUSE OF FABRICS filed Chapter 11 and closes 86 of its 361 units.

          o DISCOVERY ZONE - Fast expanding childrens' entertainment and
            recreation oriented concept filed Chapter 11.

          o BEN FRANKLIN - Arts and crafts retailer filed Chapter 11 and
            subsequently ordered to liquidate.

          o KUPPENHEIMER - Apparel retailer files Chapter 11 and plans to close
            half of its 87 units in New Jersey, New York, Pennsylvania, and
            Delaware, laying off 2,000 people.

          o COUNTY SEAT - 740-unit apparel retailer has filed Chapter 11 and
            will close 200 units. THE WET SEAL has made a proposal to acquire
            508 of the stores.

          o ALL FOR A DOLLAR - 111-unit close-out chain has filed Chapter 11.


SPECIALTY RETAILERS -- MERGERS/ACQUISITIONS

     Mergers and consolidations among specialty retailers, drug, supermarket
and apparel categories continue. Evidence of changes among the movie business
is also a recognized trend.

          o COMPUSA, INC. (6/98) has agreed to buy COMPUTER CITY from Tandy
            Corp. for $275 million in cash and notes. CompUSA, the nation's
            largest PC chain, operates 160 stores. Computer City has 100 units
            and had sales of $1.9 billion.

          o WOOLWORTH announced (5/98) their intention to acquire THE SPORTS
            AUTHORITY for $570 million in stock and the assumption of $179
            million in debt. Sports Authority operates 203 stores with annual
            revenues of $1.4 billion.

          o  ROYAL AHOLD N.V. announced (5/98) their intent to acquire Giant
            Foods Inc. in a $2.6 billion deal. Giant Foods operates 177 units
            in the Mid-Atlantic states and had 1997 revenues of $4.2 billion.

          o CLAIRE'S STORES announced (3/98) they will buy Lux Corporation, a
            specialty unisex apparel chain for teenagers which operates 56
            units under the name Mr. Rags.

          o STAPLES agreed (4/98) to acquire Quill Corp., a privately held
            office supplies company for $685 million in stock. Quill sells
            through mail order catalogs, the Internet, and telemarketing.

          o CVS CORP. announced (2/98) they plan to merge with ARBOR DRUGS in a
            $1.48 billion stock-swap to create the nation's largest drug store
            company with $15 billion in revenues and 4,100 stores in 25 states.

















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

                                       -26-
<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- --------------------------------------------------------------------------------
          o PETCO has announced (9/97) their intended acquisition of PetCare,
            an 81 store privately held chain based in Chicago.

          o JITNEY JUNGLE STORES OF AMERICA (105 units) will acquire Delchamps
            (118 units).

          o CVS DRUG acquired Revco in February 1997 with combined total of
       4,000 stores and $10 billion in sales.

          o STAPLES proposed merger with OFFICE DEPOT in a $3.4 billion dean
       nixed by FTC.

          o TOYS R US acquired BABY SUPERSTORE in $407 million deal (2/97).

          o MELVILLE sold KAY BEE TOYS to CONSOLIDATED STORES adding to its Toy
            Liquidators, Toys Unlimited and Amazing Toys close-out units for
            $315 million. Melville has officially changed its name to CVS Corp.

          o SAFEWAY to acquire VON'S in a $1.65 billion deal, creating an
            operation with 1,400 stores, 139,000 employees and $22.0 billion in
            revenues. They will still trail the industry leader, KROGER, in
            size.

          o JC PENNEY, parent of THRIFT DRUG, announced they will acquire FAY'S
            INC., operator of 272 units, making Thrift the nation's eight
            largest chain. Penney's acquisition of ECKERD DRUG has been cleared
            by the FTC.

          o  CVS CORP. sold BOB'S STORES in late 1997 to a group led by Bob's
            management and Citicorp Venture Capital Ltd.

          o SEARS & ROEBUCK acquired the 61 unit ORCHARD SUPPLY HARDWARE chain
            for $415 million.

          o  WABAN, INC. - to spin off BJ'S WHOLESALE CLUB and change its name
            to its other wholesale club division, HomeBase.

          o FOOD LION - announced its pending acquisition of KASH N KARRY in a
            $341.0 million deal.

          o PETSMART - Announced plans to acquire PET CITY HOLDINGS, the
       largest pet superstore chain in the UK.

          o TJX COMPANIES - announced intent to sell its CHADWICK'S OF BOSTON
       catalog to Brylane LP.

          o REVCO - completed its tender offer for BIG B drug store chain.

          o QUALITY FOOD CENTERS - Bellevue, WA based supermarket chain to
            acquire 56-unit HUGHES FAMILY MARKETS for $360 million.

    o REITs continued their aggressive acquisition posture during the year
      being the most active buyer of product. Between 1994 and 1997, REITs
      increased their ownership from 2.5 percent to 6.6 percent of all shopping
      centers. Among regional malls, they own 23 percent of all centers.


















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

                                       -28-
<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- --------------------------------------------------------------------------------
          o Simon DeBartolo has acquired DeBartolo Realty Corp. and derailed
            the Wells Park JVJ/J.W. O'Connor REIT merger with the acquisition
            of Retail Property Trust. Simon then teamed up with Macerich to
            acquire 12 malls from ERE Yarmouth on behalf of IBM in December
            1997. In February 1998 they announced a $5.781 billion merger with
            Corporate Property Investors.

          o Kimco and The Price REIT have merged (6/98) to form one of the
            nation's largest shopping center REITs with nearly 51.0 million
            square feet in 390 centers in 40 states and a market capitalization
            of $3.4 billion.

          o Trizec Hahn is selling 20 of their top performing malls to
            Westfield and The Rouse Co. in a $2.55 billion transaction. The
            properties contain 12.5 million square feet.

          o Newport Beach, CA based Donahue Schriber has merged with
            Diversified Shopping Centers which has created a combined company
            with assets of $500 million.

          o Regency Realty has been growing through large acquisitions. On
            March 7, 1997 it acquired all of the assets of Branch Properties
            for $232.4 million. On March 11, 1998 it acquired the real estate
            assets of the Midland Group consisting of 21 centers and a
            development pipeline of 11 centers.

          o Mark Centers Trust announced (April 16, 1998) a definitive
            agreement to merge the company with RD Capital, creating a combined
            company with 51 retail properties and 5 multi-family apartments in
            16 states.

          o Kimco Realty Corp. announced (April 27, 1998) that it reached an
            agreement with Venture Stores to purchase their leasehold position
            at 89 locations including 30 properties pursuant to a master lease
            with Metropolitan Life.

          o Excel Realty Trust and New Plan Realty Trust have agreed to merge
            (May 1998) in a $1.36 billion stock swap that would create the
            nation's largest strip center REIT. The combined company is to be
            known as New Plan Excel Realty Trust Inc. and would own 332
            properties with a market capitalization of $3.5 billion.

          o Consolidation in the Outlet Industry has been predicted for some
            time. After announcing their intent to merge in November 1997,
            Prime Retail completed its merger with Horizon Group Inc. in June
            1998. As a result of the deal, Prime has integrated 22 of Horizon's
            top performing outlet centers.

          o Mergers and acquisitions in the outlet industry are expected to
            continue. It is estimated that 13 developers own some 335 outlet
            centers; the industry's five REITs collectively own 165, leaving
            125 owners with the remaining 170 centers. Value Retail News
            reports that over the period 1992 through 1997, twelve buyers have
            acquired 103 centers from 25 owners (inclusive of Prime's pending
            first quarter 1998 purchase of 20 centers from Horizon).


















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

                                       -29-
<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- --------------------------------------------------------------------------------
          o Super-regional value-oriented megamalls such as The Mills concept
            are expected to be one area of growth over the next several years.
            This hybrid concept incorporates the diverse mix of super-regional
            malls with the value-oriented aspects of factory outlets, category
            killers, off-price merchants and retailer clearance outlets under
            one roof. In addition, they add an entertainment component that is
            designed to extend the stay of the patron from approximately one to
            one and one-half hours in a traditional mall format to three to
            five hours. These malls are at least 1.0 million square feet
            although the Mills design averages 1.5 million square feet. They
            can contain between 7 and 20 anchors and have trade areas
            stretching upwards to 100 miles. According to Value Retail News, at
            the end of 1997 there were 13 megamalls open with a total of 16.7
            million square feet. Through 2001, there are an additional 16
            megamalls planned totaling 20.3 million square feet.


INVESTMENT CRITERIA AND INSTITUTIONAL INVESTMENT PERFORMANCE

     Investment criteria for mall properties range widely. Many firms and
organizations survey individuals active in this industry segment in order to
gauge their current investment criteria. These criteria can be measured against
traditional units of comparison such as price (or value) per square foot of GLA
and overall capitalization rates.

     The price that an investor is willing to pay represents the current or
present value of all the benefits of ownership. Of fundamental importance is
their expectation of increases in cash flow and the appreciation of the
investment. Investors have shown a shift in preference to initial return,
placing probably less emphasis on the discounted cash flow analysis (DCF). A
DCF is defined as a set of procedures in which the quantity, variability,
timing, and duration of periodic income, as well as the quantity and timing of
reversions, are specified and discounted to a present value at a specified
yield rate. Understandably, market thinking has evolved after a few hard years
of reality where optimistic cash flow projections did not materialize. The DCF
is still, in our opinion, a valid valuation technique that when properly
supported, can present a realistic forecast of a property's performance and its
current value in the marketplace.

     Equitable Real Estate Investment Management, Inc. reports in their
EMERGING TRENDS IN REAL ESTATE - 1998 that their respondents give retail
investments generally poor performance forecasts in their latest survey due to
the protracted merchant shakeout which will continue into 1997 and the general
overbuilding which has had a fundamental change on the industry. While
dominant, Class A malls are still considered to be one of the best real estate
investments anywhere, only 34 percent of the respondents recommended buying
malls. This was up from 20 percent in 1997.























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

                                       -31-


<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- --------------------------------------------------------------------------------

     The following chart summarizes the results of their current survey.








<TABLE>
<CAPTION>
                               RETAIL PROPERTY RANKINGS AND FORECASTS
- -----------------------------------------------------------------------------------------------------
                         INVESTMENT POTENTIAL                            PREDICTED VALUE GAINS
                      --------------------------       1998       -----------------------------------
   PROPERTY TYPE       RATING(1)     RANKING(2)     RENT CHANGE     1 YR.       5 YRS.       10 YRS.
- -------------------   -----------   ------------   ------------   ---------   ----------   ----------
<S>                   <C>           <C>            <C>            <C>         <C>          <C>
 Regional Malls           4.6            7th            +0.6%         +2.2%       +11.9%       +22.9%
  Power Centers           3.9            8th            -0.2%         -0.4%         8.5%        17.1%
Community Centers         5.4            5th             1.8%          3.4%        12.7%        23.9%
</TABLE>

- --------
(1)   Scale of 1 to 10

(2)   Based on 9 property types

Source: Emerging Trends in Real Estate -- 1998



  REGIONAL MALLS

     It is felt that price declines in malls as an investment have bottomed out
and are slowly recovering. Thirty-four percent of all respondents recommend
buying up from 20 percent last year. However, interviewees regard malls as more
of a hold than a buy and generally counsel against selling at this time. Malls
now rank 7th overall in investment appeal, 9th in development potential, and
8th in overbuilding risk. Value gains of 2.2 percent are forecasted this year,
their 22.9 percent over ten years does not stack up well against other
investment choices. While dominant malls in strong growth markets continue to
be prime investments, older malls are clearly at risk as they are vulnerable to
new competition and have high maintenance costs which cannot compete with newer
open air centers that operate much more cost effectively.


  POWER CENTERS

     This ten year old phenomenon has pushed itself into a lowly 3.9 investment
ranking (last) and a high overbuilding risk (second). Anticipated rent and
value changes will be essentially flat (-.2 percent and _.4 percent,
respectively). Long term appreciation lacks any real appeal and interviewees
overwhelmingly recommend selling the centers and show little interest in buying
at this time.


  COMMUNITY CENTERS

     Emerging Trends cites that with larger retail formats struggling, certain
neighborhood and community centers may be well positioned to excel over the
next few years. Investment and development potential rank 5th and 6th,
respectively. Value gains of 3.4 percent are forecasted for 1998 along with
rent increases of 1.8 percent (1 year). Over the long term, a 23.9 percent
value gain is forecasted. Centers with "super" grocery stores provide a
convenient alternative for time pressed shoppers which adds to their appeal.

     The NCREIF PROPERTY INDEX represents data collected from the Voting
Members of the National Council of Real Estate Investment Fiduciaries. As shown
in the following table, data through the fourth quarter of 1997 shows that the
retail sub-index posted a total return of 8.40 percent for the year versus a
13.74 percent return for the Index Aggregate. The fourth quarter appreciation
return of .83 percent was not enough to offset the negative return for the
year. On










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

                                       32
<PAGE>

                                                 NATIONAL RETAILMARKET OVERVIEW
- --------------------------------------------------------------------------------

balance, positive trends are in evidence by the fact that restructuring in the
retail industry is better positioning the centers to meet growing consumer
demands influenced by the strong economy and growing consumer confidence.
Retail sales continue to outpace inflation and there are signs that
construction is slowly subsiding.




<TABLE>
<CAPTION>
               RETAIL PROPERTY RETURNS
                   NCREIF INDEX (%)
- ------------------------------------------------------
      PERIOD         INCOME     APPRECIATION     TOTAL
- -----------------   --------   --------------   ------
<S>                 <C>        <C>              <C>
  4th Qtr. 1997      2.13             .83        2.96
     One Year        8.53            -.12        8.40
   Three Years       8.29           -2.41        5.73
    Five Years       7.95           -2.21        5.61
    Ten Years        7.21           -1.51        5.62
</TABLE>

- --------
Source: Real Estate Performance Report
        National Council of Real Estate Investment Fiduciaries



     Retails total return of 8.40 percent of year ending 12/31/97 was
substantially behind the other investment categories including Apartment
(12.75%), Office (17.35%), R&D (26.01%), and Warehouse (13.77%). For the year,
retail property performance was negatively impacted by size with neighborhood
centers posting the best total performance, while regional malls were laggards.
 




<TABLE>
<CAPTION>
                      RETAIL SEGMENT PERFORMANCE
- -----------------------------------------------------------------------
           CATEGORY               INCOME     APPRECIATION       TOTAL
- ------------------------------   --------   --------------   ----------
<S>                              <C>        <C>              <C>
  Neighborhood                     N/A           N/A            10.54%
  Community                        N/A           N/A             9.73%
  Regional Malls                   N/A           N/A             9.09%
  Super Regional Malls             N/A           N/A             6.31%
</TABLE>

     Private investor underwriting has become more conservative with respect to
vacancy allowances, growth rates (rent, sales) and occupancy cost tolerance
levels. The reduced spread between cash returns and internal rate of returns is
evidence that buyers seek a higher proportion of their expected return from
income rather than from appreciation.

     The Cushman & Wakefield Investor Survey also confirms trends that
capitalization rates for most retail categories have risen. Regional malls have
been the most affected. This is partly due to the fact that a large number of
malls are currently available for sale.

     The Urban Land Institute, in their 1997 REAL ESTATE FORECAST -- MID YEAR
OUTLOOK, projects very small increases in effective rents through mid-1998 for
both regional malls and strip shopping centers. Even though rent increases will
likely be higher than 1996, they will likely not keep pace with inflation. In
fact, retail garnered the bottom two spots in ULI's ranking













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

                                       33
<PAGE>

                                                 NATIONAL RETAILMARKET OVERVIEW
- --------------------------------------------------------------------------------

of 10 property types in measuring their expected performance change. The
downward pressure on rents has been attributed to the expansion of big-box
retailers, which has resulted in a changing tenant base that requires a
different type of space then exists in much of the older retail stock.


REAL ESTATE INVESTMENT TRUST MARKET (REITS)

     To date, the impact of REITs on the retail investment market has been
significant, although the majority of Initial Property Offerings (IPOs)
involving regional malls, shopping centers, and outlet centers did not enter
the market until the latter part of 1993 and early 1994. It is noted that
REIT's have dominated the investment market for apartment properties and have
evolved into a major role for retail properties as well.

     Currently, there are in excess of 300 REITs in the United States, more
than three-quarters of which are publicly traded. The advantages provided by
REITs, in comparison to more traditional real estate investment opportunities,
include the diversification of property types and location, increased liquidity
due to shares being traded on major exchanges, and the exemption from corporate
taxes when 95.0 percent of taxable income is distributed.

     There are essentially three kinds of REIT's which can either be 
"open-ended", or Finite-life (FREITs) which have specified liquidation dates,
typically ranging from eight to fifteen years.

     o  EQUITY REITS center around the ownership of properties where ownership
        interests (shareholders) receive the benefit of returns from the
        operating income as well as the anticipated appreciation of property
        value. Equity REITs typically provide lower yields than other types of
        REITs, although this lower yield is theoretically offset by property
        appreciation.

     o  MORTGAGE REITS invest in real estate through loans. The return to
        shareholders is related to the interest rate for mortgages placed by
        the REIT.

     o  HYBRID REITS combine the investment strategies of both the equity and
        mortgage REITs in order to diversify risk.


     The influx of capital into REITs has provided property owners with a
significant alternative marketplace of investment capital and resulted in a
considerably more liquid market for real estate. In 1997 REITs became the
largest equity owner of commercial real estate, surpassing pension funds for
the first time. The total value of U.S. commercial real estate is $3.47
trillion of which $1.99 trillion is non-institutional grade property and $1.48
trillion is institutional grade.

     Publicly traded REITs increased their total market capitalization from $56
billion as of December 31, 1991, to $159.18 billion as of April 1998.





















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

                                       34
<PAGE>

                                                 NATIONAL RETAILMARKET OVERVIEW
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                               TABLE B -- MARKET CAPITALIZATION
- ----------------------------------------------------------------------------------------------
                                         12/31/96                          12/31/97           
                             --------------------------------   ------------------------------
                                NO. OF            MARKET           NO. OF           MARKET
                              SECURITIES     CAPITALIZATION*     SECURITIES     CAPITALIZATION
                             ------------   -----------------   ------------   ---------------
<S>                          <C>            <C>                 <C>            <C>
ALL RETAIL REITS .........        43            $20,190.7            47           $28,730.1
  Strip Centers ..........        26            $11,145.8            27           $15,772.2
  Regional Malls .........        10            $ 7,349.0            12           $10,418.7
  Outlet Centers .........         6            $ 1,300.2             6           $ 1,585.3
</TABLE>

- --------
* Number reported in thousands.

Source: Realty Stock Review


     As can be seen, the 47 REIT securities at year end 1997 had a market
capitalization of approximately $28.7 billion which was up from $20.2 billion
at year end 1996. Total returns of nearly 17.0 percent lagged the stock market
as a whole and also lagged the 18.9 percent return for all REITs. This is in
contrast to the nearly 40 percent total return in 1996 when retail REITs
outperformed the market. The strip center segment led the way this year with
total returns of 21.4 percent, followed by regional malls 13.7 percent. Outlet
centers, which were posting negative returns through the third quarter,
recovered to a very modest .88 percent return for the year. Accordingly,
dividend yields for this group were 7.91 percent, some 174 basis points above
the composite average return.

     While many of the country's best quality malls and shopping centers have
recently been offered in the public market, this heavily capitalized
marketplace has provided sellers with an attractive alternative to the more
traditional market for large retail properties.

     REITs have been the most aggressive buyer of centers by virtue of their
need to grow FFO. TABLE C highlights the change in ownership between 1994 and
1997.




<TABLE>
<CAPTION>
                              TABLE C
                    PERCENTAGE OF U.S. CENTERS
                   OWNED BY REITS BY CENTER SIZE
- -------------------------------------------------------------------
            CENTER SIZE (SF)                % IN 1994     % IN 1997
- ----------------------------------------   -----------   ----------
<S>                                        <C>           <C>
        (less than)   100,000 ............      1.1%         3.9%
        100,001--     200,000 ............      3.0%         7.9%
        200,001--     400,000 ............      6.1%        13.8%
        400,001--     800,000 ............     11.7%        20.3%
        800,001--   1,000,000.............     13.9%        30.6%
        (less than) 1,000,000  ...........     12.6%        27.8%
                                               ----         ----
        All Centers ....................        2.5%         6.6%
                                               ====         ====
</TABLE>

Source: ICSC Research Quarterly -- Fall 1997












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

                                       -36-

<PAGE>

                    PRO-JECT + PLUS TENANT REGISTER & LEASE
                                ABSTRACT REPORTS
<PAGE>

                            GRAPEVINE MILLS (4/98)
                            PROJECT DESIGNATOR: GV98
                                TENANT REGISTER
                                7/30/98 @ 13:56



<TABLE>
<CAPTION>
                  TENANT                      SQUARE FEET     BEGIN DATE     END DATE
- ------------------------------------------   -------------   ------------   ---------
<S>                  <C>                     <C>             <C>            <C>
  1 -- MALL SHOPS
# 17-SUITE 101       VACANT IN-LINE***            1,812          6/2000       5/2007
# 18-SUITE 104       VACANT IN-LINE***            2,566          6/2000       5/2007
# 19-SUITE 105       VACANT IN-LINE***            1,716          6/2000      10/2006
# 20-SUITE 107       CUTTING EDGE                 1,141         11/1997      10/2002
# 21-SUITE 108       SHERYL'S                     5,101         11/1997      10/1999
# 22-SUITE 109       GREAT IDEAS                  1,110         11/1997      11/2000
# 23-SUITE 111       STUDIO ONE                   1,509         11/1997      10/1998
# 24-SUITE 113       TEXAS TREASURES              1,232         11/1997      10/2004
# 25-SUITE 114       TOTES/SUNGLASS               2,878         11/1997      12/1999
# 26-SUITE 115       ORBIT INTERNATIONAL          1,643          5/1998       5/2003
# 27-SUITE 117       MIKE BENET FACTORY           2,094         11/1997      10/2000
# 28-SUITE 118       POINT OF VIEW                1,199         11/1997       1/2008
# 29-SUITE 120       JEWELERS OF L.V.             1,207         11/1997      10/2002
# 30-SUITE 121       ATHLETIC ATTIC               2,996         11/1997      10/2007
# 31-SUITE 122       ALL TIED UP                    973         11/1997      12/2002
# 32-SUITE 123       OBZEET IMPORTED              2,944         11/1997      10/2002
# 33-SUITE 124       PRETZEL TIME                   846         11/1997      10/2007
# 34-SUITE 126       DALLAS COWBOYS               2,574          3/1998       2/2002
# 35-SUITE 127       BIG DOG SPORTSWEAR           2,530         11/1997      10/2002
# 36-SUITE 128       RACK ROOM                    9,742         11/1997      10/2007
# 37-SUITE 129       SWIM 'N SPORT                2,346         11/1997      10/2007
# 38-SUITE 133       HOST MARRIOTT                1,413         11/1997      12/2009
# 39-SUITE 135       VACANT IN-LINE***            1,215         12/1999      11/2006
# 40-SUITE 136       VACANT IN-LINE***            2,757         12/1998      11/2005
# 41-SUITE 137       CLAIRE'S BOUTIQUE            1,260         11/1997      10/2007
# 42-SUITE 138       ANN TAYLOR                   7,514          4/1998       1/2006
# 43-SUITE 139       VACANT IN-LINE***            1,036          6/1999       5/2006
# 44-SUITE 200       BRITCHES                     5,458         11/1997      10/2002
# 45-SUITE 202       VACANT IN-LINE***            5,700          6/1999       5/2006
# 46-SUITE 204       HAGGAR                       2,883         11/1997      10/2002
# 47-SUITE 205       LIZ CLAIBORNE                2,667         11/1997      10/2000
# 48-SUITE 206       ULTRA                        1,124         11/1997       2/2003
# 49-SUITE 207       LEATHER LOFT                 1,650         11/1997      10/2002
# 50-SUITE 208       CAR-LENE RESEARCH              972         11/1997      10/2007
# 51-SUITE 209       FRAGRANCE OUTLET             1,937         11/1997      10/2002
# 52-SUITE 210       BROOKS BROTHERS              5,365         11/1997      10/2002
# 53-SUITE 212       QUESS?                       4,586         11/1997       1/2003
# 54-SUITE 214       ACCENTE                      3,766         11/1997      12/2007
# 55-SUITE 215       VACANT IN-LINE***            2,135          6/1999       5/2006
# 56-SUITE 216       NINE WEST OUTLET             3,759         11/1997      10/2002
# 57-SUITE 217       UNSIA                        1,965         11/1997      10/2007
# 58-SUITE 218       CACHE                        2,725         11/1997      10/2002
# 59-SUITE 219       BEBE                         3,543         11/1997       2/2008
# 60-SUITE 220       VACANT IN-LINE***            3,289          6/2000       5/2007
# 61-SUITE 221       MIKASA                      15,500          1/1997      11/2007
# 62-SUITE 222       DONNA KARAN                  5,845         11/1997      10/2002
# 63-SUITE 224       GAP                          9,769         11/1997       1/2002
# 64-SUITE 225       SURREY'S OUTLET              2,635         11/1997       1/2008
# 65-SUITE 227       VACANT IN-LINE***            1,875          3/2000      11/2007
# 66-SUITE 228       BOSE                         4,134         11/1997      10/2002
# 67-SUITE 236       BUGLE BOY                    7,093         11/1997      10/2002
# 68-SUITE 2463      COLOURS & SCENTS             2,463         11/1997      10/2002
# 69-SUITE 239       MATERNITY WORKS              1,610         11/1997      10/2000
# 70-SUITE 240       BANISTER SHOES               3,508         11/1997      10/2002
# 71-SUITE 241       COASTAL COTTON CO.           1,926         11/1997      10/2002
# 72-SUITE 242       CARTERS FOR KIDS             4,540         11/1997      10/2002
# 73-SUITE 244       FACTORY SHOES                9,795         11/1997      10/2002
# 74-SUITE 246       BAG N' BAGGAGE               5,125         11/1997      10/2002
# 75-SUITE 248       L'EGGS HANES                 5,460         11/1997      10/2002
# 76-SUITE 250       FOOTQUARTERS                 5,500         11/1997       1/2008
# 77-SUITE 252       OSHKOSH B'GOSH               5,005         11/1997      10/2002
</TABLE>

<PAGE>

GRAPEVINE MILLS (4/98)                                                  PAGE 3




<TABLE>
<CAPTION>
                 TENANT                      SQUARE FEET     BEGIN DATE     END DATE
- -----------------------------------------   -------------   ------------   ---------
<S>                  <C>                    <C>             <C>            <C>
# 144-SUITE 510      FOOT LOCKER                 8,518         11/1997       1/2008
# 145-SUITE 513      CASUAL MALE                 2,803         11/1997      10/2002
# 146-SUITE 514      AMERICAN OUTPOST            3,251         11/1997       1/2000
# 147-SUITE 515      PERFUMANIA PLUS             3,442         11/1997      10/2002
# 148-SUITE 517      GLORIA JEANS                1,476         11/1997      10/2007
# 149-SUITE 520      GREAT TRAIN STORE           1,540         11/1997       1/2008
# 150-SUITE 522      STOP N SAVE                 1,488         11/1997      10/2007
# 151-SUITE 530      WILSONS LEATHER             3,739         11/1997       1/2003
# 152-SUITE 532      PACIFIC SUNWEAR             3,896         11/1997       1/2008
# 153-SUITE 534      WINDSOR OUTLET              6,243         11/1997      10/2004
# 154-SUITE 536      WARNER BROTHERS             5,449         11/1997      10/2007
# 155-SUITE 542      CARLOTTE RUSSE              8,967         11/1997       1/2010
# 156-SUITE 544      VITAMIN WORLD               1,580         11/1997      10/2002
# 157-SUITE 546      ICING                       1,580         11/1997      10/2007
# 158-SUITE 548      VACANT IN-LINE***           5,872         12/1998      11/2005
# 159-SUITE 600      VACANT IN-LINE***           5,133          9/1999       8/2006
# 160-SUITE 601      SUNGLASS HUT                1,208         11/1997      10/2007
# 161-SUITE 602      K.B. TOY WORKS              5,308         11/1997      10/2002
# 162-SUITE 604      BIBLE FACTORY               3,504         11/1997      12/2002
# 163-SUITE 606      VACANT IN-LINE***           4,546         12/1999      11/2006
# 164-SUITE 608      VACANT IN-LINE***           4,777          3/1999       2/2006
# 165-SUITE 610      WORLD TRAVELER              4,905         11/1997      10/2002
# 166-SUITE 611      JUST FOR FEET              19,920         11/1997      12/2007
# 167-SUITE 612      URBAN PLANET                4,264         11/1997       1/2001
# 168-SUITE 614      CINNAMONSTER                  985         11/1997      10/2002
# 169-SUITE 615      SANRIO                      1,495         11/1997      10/2007
# 170-SUITE 616      SUNBEAM AND OSTER           3,291         11/1997      12/2002
# 171-SUITE 617      KIRKLANDS                   5,835         11/1997       1/2001
# 172-SUITE 623      HEALTH RIDER                1,327         11/1997      10/1998
# 173-SUITE 625      VACANT IN-LINE***           1,773          9/1999       8/2006
                                                ------
  157 TENANTS                                  511,394
  2 -- FOOD COURT
# 174-SUITE FC       FOOD COURT                 11,532         11/1997      12/2009
                                               -------
   1 TENANTS                                    11,532
  3 -- ANCHORS
 #  1-SUITE C        WESTERN WAREHOUSE          20,130         10/1997      12/2007
 #  2-SUITE D        SEGA GAMEWORKS             21,223         11/1997      10/2007
 #  3-SUITE E        AMERICAN MULTI-CIN        109,393         12/1997      12/2017
 #  4-SUITE F1       AMERICAN WILDERNES          5,626          3/1998      12/2012
 #  5-SUITE H        MARSHALLS                  29,397         10/1997      10/2007
 #  6-SUITE I        BURLINGTON COAT           100,102         10/1997       1/2013
 #  7-SUITE J        JCPENNEY                  106,827         10/1997      10/2012
 #  8-SUITE K        BED BATH & BEYOND          40,340         10/1997       1/2013
 #  9-SUITE L        GROUP USA                  23,257         11/1997      10/2007
 # 10-SUITE M        OLD NAVY                   23,329         11/1997      10/2002
 # 11-SUITE N        RAINFOREST CAFE            22,602         11/1997      10/2007
 # 12-SUITE N        BOOKS-IN-A-MILLION         23,978         11/1997       1/2008
 # 13-SUITE Q        OFF RODEO DRIVE            24,203         11/1997      10/2007
 # 14-SUITE R        VIRGIN MEGASTORE           27,490          2/1998       1/2008
 # 15-SUITE S        OFF SAKS FIFTH AVE         34,982         11/1997      10/2012
     -SUITE U        SPORTS AUTHORITY           48,763         11/1997       1/2008
                                               -------
   16 TENANTS                                  661,642
  4 -- KIOSKS
 #  5-SUITE K9       VACANT KIOSK***               292         12/1999      11/2004
 #  6-SUITE K10      ZAP!                          292         11/1997      10/2002
     -SUITE K1       VACANT KIOSK***               400         12/1998      11/2003
 #  1-SUITE 2        VACANT KIOSK***               400          7/1998       6/2003
</TABLE>

<PAGE>

                            GRAPEVINE MILLS (4/98)
                            PROJECT DESIGNATOR: GV98
                             LEASE ABSTRACT REPORT
                                FOR ALL TENANTS
                                7/30/98 @ 13:56




<TABLE>
<CAPTION>
                      PRIMARY/
                     SECONDARY   SQUARE   LEASE   LEASE   OPTION       MINIMUM
       TENANT          CODES      FEET    BEGIN    END     #/MOS       RENT/SF
- ------------------- ----------- -------- ------- ------- -------- ------------------
<S>                 <C>         <C>      <C>     <C>     <C>      <C>     <C>
 1 MALL SHOPS
#17-SUITE 101           1        1,812     6/00    5/07      --               24.00
VACANT IN-LINE***       3                                         6/04        26.50
#18-SUITE 104           1        2,566     6/00    5/07      --               24.00
VACANT IN-LINE***       4                                         6/04        26.50
#19-SUITE 105           1        1,716     6/00   10/06      --               24.00
VACANT IN-LINE***       3                                         6/04        26.50
#20-SUITE 107           1        1,141    11/97   10/02      --               25.00
CUTTING EDGE            2
#21-SUITE 108           1        5,101    11/97   10/99      --               21.00
SHERYL'S                6                                         11/98       24.00
#22-SUITE 109           1        1,110    11/97   11/00      --               25.00
GREAT IDEAS             2
#23-SUITE 111           1        1,509    11/97   10/98      --                0.00
STUDIO ONE              3
                                                           1-84               30.80
                                                                  11/00       35.00
                                                                  11/03       40.00
#24-SUITE 113           1        1,232    11/97   10/04      --               24.00
TEXAS TREASURES         3                                         10/00       26.00
#25-SUITE 114           1        2,878    11/97   12/99      --               10.00
TOTES/SUNGLASS          4
#26-SUITE 115           1        1,643     5/98    5/03      --               28.00
ORBIT                   3                                         5/01        30.00
INTERNATIONAL
#27-SUITE 117           1        2,094    11/97   10/00      --               30.00
MIKE BENET              4
FACTORY



<CAPTION>
                      ANNUAL
                     MINIMUM   OVERAGE    CEILING    BREAKPOINT
       TENANT          RENT       %       (000'S)     (000'S)       RECOVERIES
- ------------------- --------- --------- ----------- ----------- ------------------
<S>                 <C>       <C>       <C>         <C>         <C>
 1 MALL SHOPS
#17-SUITE 101        43,488       6.00  UNLIMITED   NATURAL     CAM+AMOR+MGT+15%
VACANT IN-LINE***    48,018                                     TAX-MALL RECOVERY
                                                                WATER/SEWER
                                                                ENERGY RECOVERY
#18-SUITE 104        61,584       6.00  UNLIMITED   NATURAL     CAM+AMOR+MGT+15%
VACANT IN-LINE***    67,999                                     TAX-MALL RECOVERY
                                                                WATER/SEWER
                                                                ENERGY RECOVERY
#19-SUITE 105        41,184       6.00  UNLIMITED   NATURAL     CAM+AMOR+MGT+15%
VACANT IN-LINE***    45,474                                     TAX-MALL RECOVERY
                                                                WATER/SEWER
                                                                ENERGY RECOVERY
#20-SUITE 107        28,525       7.00  UNLIMITED   NATURAL     CAM-POOL 2
CUTTING EDGE                                                    TAX-MALL RECOVERY
                                                                ENERGY RECOVERY
                                                                WATER/SEWER
#21-SUITE 108       107,121       4.00  UNLIMITED   NATURAL     ENERGY RECOVERY
SHERYL'S            122,424                                     WATER/SEWER
#22-SUITE 109        27,750       6.00  UNLIMITED   NATURAL     CAM
GREAT IDEAS                                                     TAX-MALL RECOVERY
                                                                ENERGY RECOVERY
                                                                WATER/SEWER
#23-SUITE 111             0      12.00  UNLIMITED   NATURAL     CAM-POOL 1
STUDIO ONE                                                      TAX-MALL RECOVERY
                                                                ENERGY RECOVERY
                                                                WATER/SEWER
                     46,477      12.00  UNLIMITED   NATURAL     NONE
                     52,815
                     60,360
#24-SUITE 113        29,568       6.00  UNLIMITED   NATURAL     CAM-POOL 1
TEXAS TREASURES      32,032                                     TAX-MALL RECOVERY
                                                                ENERGY RECOVERY
                                                                WATER/SEWER
#25-SUITE 114        28,780      10.00  UNLIMITED   NATURAL     ENERGY RECOVERY
TOTES/SUNGLASS                                                  WATER/SEWER
#26-SUITE 115        46,004       6.00  UNLIMITED   NATURAL     CAM-POOL 1
ORBIT                49,290                                     TAX-MALL RECOVERY
INTERNATIONAL                                                   ENERGY RECOVERY
                                                                WATER/SEWER
</TABLE>

                                       
<PAGE>


<TABLE>
<CAPTION>
                      PRIMARY/
                     SECONDARY   SQUARE   LEASE   LEASE   OPTION       MINIMUM
       TENANT          CODES      FEET    BEGIN    END     #/MOS       RENT/SF
- ------------------- ----------- -------- ------- ------- -------- ------------------
<S>                 <C>         <C>      <C>     <C>     <C>      <C>     <C>
#40-SUITE 136           1        2,757    12/98   11/05    --                 20.00
VACANT IN-LINE***       4                                         12/02       22.00
#41-SUITE 137           1        1,260    11/97   10/07    --                 45.00
CLAIRE'S                3                                         11/02       50.00
BOUTIQUE
#42-SUITE 138           1        7,514     4/98    1/06    --                 17.00
ANN TAYLOR              7
#43-SUITE 139           1        1,036     6/99    5/06    --                 40.00
VACANT IN-LINE***       2                                         6/03        44.00
#44-SUITE 200           1        5,458    11/97   10/02    --                 21.00
BRITCHES                6
#45-SUITE 202           1        5,700     6/99    5/06    --                 19.00
VACANT IN-LINE***       6                                         6/03        21.00
#46-SUITE 204           1        2,883    11/97   10/02    --                 18.00
HAGGAR                  4
#47-SUITE 205           1        2,667    11/97   10/00    --                 23.00
LIZ CLAIBORNE           4
#48-SUITE 206           1        1,124    11/97    2/03    --                 45.00
ULTRA                   2                                         11/00       55.00
#49-SUITE 207           1        1,650    11/97   10/02    --                 25.00
LEATHER LOFT            3
#50-SUITE 208           1          972    11/97   10/07    --                 28.00
CAR-LENE                2                                         11/02       32.00
RESEARCH
#51-SUITE 209           1        1,937    11/97   10/02    --                 45.84
FRAGRANCE               3                                         11/00       49.11
OUTLET

<CAPTION>
                      ANNUAL
                     MINIMUM   OVERAGE    CEILING    BREAKPOINT
       TENANT          RENT       %       (000'S)     (000'S)       RECOVERIES
- ------------------- --------- --------- ----------- ----------- ------------------
<S>                 <C>       <C>       <C>         <C>         <C>
#27-SUITE 117        62,820       6.00  UNLIMITED   NATURAL     CAM
MIKE BENET                                                      TAX-MALL RECOVERY
FACTORY                                                         ENERGY RECOVERY
                                                                WATER/SEWER
#40-SUITE 136        55,140       6.00  UNLIMITED   NATURAL     CAM+AMOR+MGT+15%
VACANT IN-LINE***    60,654                                     TAX-MALL RECOVERY
                                                                WATER/SEWER
                                                                ENERGY RECOVERY
#41-SUITE 137        56,700       7.00  UNLIMITED   NATURAL     CAM-POOL 1
CLAIRE'S             63,000                                     TAX-MALL RECOVERY
BOUTIQUE                                                        ENERGY RECOVERY
                                                                WATER/SEWER
#42-SUITE 138       127,738       7.00      2,750   2,750       CAM-POOL 1
ANN TAYLOR                        5.00      3,750               TAX-MALL RECOVERY
                                  4.00  UNLIMITED               ENERGY RECOVERY
                                                                WATER/SEWER
#43-SUITE 139        41,440       6.00  UNLIMITED   NATURAL     CAM+AMOR+MGT+15%
VACANT IN-LINE***    45,584                                     TAX-MALL RECOVERY
                                                                WATER/SEWER
                                                                ENERGY RECOVERY
#44-SUITE 200       114,618       5.00  UNLIMITED   NATURAL     CAM-POOL 2
BRITCHES                                                        TAX-MALL RECOVERY
                                                                ENERGY RECOVERY
                                                                WATER/SEWER
#45-SUITE 202       108,300       6.00  UNLIMITED   NATURAL     CAM+AMOR+MGT+15%
VACANT IN-LINE***   119,700                                     TAX-MALL RECOVERY
                                                                WATER/SEWER
                                                                ENERGY RECOVERY
#46-SUITE 204        51,894       4.00  UNLIMITED   NATURAL     CAM-POOL 2
HAGGAR                                                          TAX-MALL RECOVERY
                                                                ENERGY RECOVERY
                                                                WATER/SEWER
#47-SUITE 205        61,341       4.00  UNLIMITED   NATURAL     CAM-POOL 2
LIZ CLAIBORNE                                                   TAX-MALL RECOVERY
                                                                ENERGY RECOVERY
                                                                WATER/SEWER
#48-SUITE 206        50,580       6.00  UNLIMITED   NATURAL     CAM-POOL 1
ULTRA                61,820                                     TAX-MALL RECOVERY
                                                                ENERGY RECOVERY
                                                                WATER/SEWER
#49-SUITE 207        41,250       6.00  UNLIMITED   NATURAL     CAM-POOL 2
LEATHER LOFT                                                    TAX-MALL RECOVERY
                                                                ENERGY RECOVERY
                                                                WATER/SEWER
#50-SUITE 208        27,216       6.00  UNLIMITED   NATURAL     CAM-POOL 2
CAR-LENE             31,104                                     TAX-MALL RECOVERY
RESEARCH                                                        ENERGY RECOVERY
                                                                WATER/SEWER
#51-SUITE 209        88,792       6.00  UNLIMITED   NATURAL     CAM-POOL 1
FRAGRANCE            95,126                                     TAX-MALL RECOVERY
OUTLET                                                          ENERGY RECOVERY
                                                                WATER/SEWER
</TABLE>

                                       
<PAGE>


<TABLE>
<CAPTION>
                      PRIMARY/
                     SECONDARY   SQUARE   LEASE   LEASE   OPTION       MINIMUM
       TENANT          CODES      FEET    BEGIN    END     #/MOS       RENT/SF
- ------------------- ----------- -------- ------- ------- -------- ------------------
<S>                 <C>         <C>      <C>     <C>     <C>      <C>     <C>
#64-SUITE 225           1        2,635    11/97    1/08    --                 22.00
SURREY'S OUTLET         4                                         11/02       24.00
#65-SUITE 227           1        1,875     3/00   11/07    --                 33.00
VACANT IN-LINE***       3                                         3/04        36.00
#66-SUITE 228           1        4,134    11/97   10/02    --                 20.00
BOSE                    5
#67-SUITE 236           1        7,093    11/97   10/02    --                 15.00
BUGLE BOY               6
#68-SUITE 2463          1        2,463    11/97   10/02    --                 32.00
COLOURS &               4                                         11/00       34.00
SCENTS
#69-SUITE 239           1        1,610    11/97   10/00    --                 24.94
MATERNITY               3
WORKS
#70-SUITE 240           1        3,508    11/97   10/02    --                 17.00
BANISTER SHOES          5
#71-SUITE 241           1        1,926    11/97   10/02    --                 28.00
COASTAL COTTON          3
CO.
#72-SUITE 242           1        4,540    11/97   10/02    --                 17.00
CARTERS FOR KIDS        5
#73-SUITE 244           1        9,795    11/97   10/02    --                 15.05
FACTORY SHOES           7
#74-SUITE 246           1        5,125    11/97   10/02    --                 18.00
BAG N' BAGGAGE          6                                         10/00       19.00
#75-SUITE 248           1        5,460    11/97   10/02    --                 17.50
L'EGGS HANES            6



<CAPTION>
                      ANNUAL
                     MINIMUM   OVERAGE    CEILING    BREAKPOINT
       TENANT          RENT       %       (000'S)     (000'S)       RECOVERIES
- ------------------- --------- --------- ----------- ----------- ------------------
<S>                 <C>       <C>       <C>         <C>         <C>
#64-SUITE 225         57,970      5.00  UNLIMITED   NATURAL     CAM
SURREY'S OUTLET      63,240                                     TAX-MALL RECOVERY
                                                                ENERGY RECOVERY
                                                                WATER/SEWER
#65-SUITE 227         61,875      6.00  UNLIMITED   NATURAL     CAM+AMOR+MGT+15%
VACANT IN-LINE***    67,500                                     TAX-MALL RECOVERY
                                                                WATER/SEWER
                                                                ENERGY RECOVERY
#66-SUITE 228         82,680      3.00  UNLIMITED   NATURAL     CAM-POOL 2
BOSE                                                            TAX-MALL RECOVERY
                                                                ENERGY RECOVERY
                                                                WATER/SEWER
#67-SUITE 236        106,395      3.00  UNLIMITED   NATURAL     CAM-POOL 2
BUGLE BOY                                                       TAX-MALL RECOVERY
                                                                ENERGY RECOVERY
                                                                WATER/SEWER
#68-SUITE 2463        78,816      5.00  UNLIMITED   NATURAL     CAM-POOL 1
COLOURS &            83,742                                     TAX-MALL RECOVERY
SCENTS                                                          ENERGY RECOVERY
                                                                WATER/SEWER
#69-SUITE 239         40,153      6.00  UNLIMITED   NATURAL     CAM-POOL 2
MATERNITY                                                       TAX-MALL RECOVERY
WORKS                                                           ENERGY RECOVERY
                                                                WATER/SEWER
#70-SUITE 240         59,636      5.00  UNLIMITED   NATURAL     CAM
BANISTER SHOES                                                  TAX-MALL RECOVERY
                                                                ENERGY RECOVERY
                                                                WATER/SEWER
#71-SUITE 241         53,928      6.00  UNLIMITED   NATURAL     CAM
COASTAL COTTON                                                  TAX-MALL RECOVERY
CO.                                                             ENERGY RECOVERY
                                                                WATER/SEWER
#72-SUITE 242         77,180      4.00  UNLIMITED   NATURAL     CAM-POOL 2
CARTERS FOR KIDS                                                TAX-MALL RECOVERY
                                                                ENERGY RECOVERY
                                                                WATER/SEWER
#73-SUITE 244        147,415      4.00  UNLIMITED   NATURAL     CAM-POOL 2
FACTORY SHOES                                                   TAX-MALL RECOVERY
                                                                ENERGY RECOVERY
                                                                WATER/SEWER
#74-SUITE 246         92,250      5.00  UNLIMITED   NATURAL     CAM-POOL 1
BAG N' BAGGAGE       97,375                                     TAX-MALL RECOVERY
                                                                ENERGY RECOVERY
                                                                WATER/SEWER
#75-SUITE 248         95,550      3.00  UNLIMITED   NATURAL     CAM-POOL 2
L'EGGS HANES                                                    TAX-MALL RECOVERY
                                                                ENERGY RECOVERY
                                                                WATER/SEWER
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                       PRIMARY/
                      SECONDARY   SQUARE   LEASE   LEASE   OPTION       MINIMUM
       TENANT           CODES      FEET    BEGIN    END     #/MOS       RENT/SF
- -------------------- ----------- -------- ------- ------- -------- ------------------
<S>                  <C>         <C>      <C>     <C>     <C>      <C>     <C>
# 76-SUITE 250           1         5,500   11/97    1/08      --               18.00
FOOTQUARTERS             6                                          11/02      20.00

# 77-SUITE 252           1         5,005   11/97   10/02      --               17.00
OSHKOSH B'GOSH           6                                          11/98      18.00

# 78-SUITE 256           1           882   11/97   10/07      --               60.00
SUNGLASS HUT             2                                          11/02      65.00

# 79-SUITE 258           1           884   11/97   10/02      --               40.00
ROCKY MOUNTAIN           2

# 80-SUITE 260           1         1,464   11/97   12/09      --               25.00
HOST MARRIOTT            3                                          11/03      30.00

                                                            T-48               35.00

# 81-SUITE 301           1         1,470   11/97   10/02      --               55.00
C.R. JEWELERS            3

# 82-SUITE 302           1        15,664   11/97    1/08      --               20.00
ATHLETE'S FOOT           7

# 83-SUITE 303           1         1,199   11/97   10/02      --               50.21
PERFUMANIA               2

# 84-SUITE 305           1         1,477   11/97   10/07      --               33.00
GUITARS & CADILLAC       3                                          11/00      35.00
                                                                   11/04       38.00

# 85-SUITE 309           1         2,561   11/97   10/07      --               20.00
WILD PAIR                4

# 86-SUITE 311           1         6,605   11/97    1/01      --               18.00
CORNING REVERE           6

# 87-SUITE 312           1         9,178    9/98    8/05      --               15.00
VACANT IN-LINE***        7                                           9/02      17.50



<CAPTION>
                       ANNUAL
                      MINIMUM   OVERAGE    CEILING    BREAKPOINT
       TENANT           RENT       %       (000'S)     (000'S)       RECOVERIES
- -------------------- --------- --------- ----------- ----------- ------------------
<S>                  <C>       <C>       <C>         <C>         <C>
# 76-SUITE 250         99,000      5.00   UNLIMITED  NATURAL     CAM
FOOTQUARTERS          110,000                                    TAX-MALL RECOVERY
                                                                 ENERGY RECOVERY
                                                                    WATER/SEWER

# 77-SUITE 252         85,085      4.00   UNLIMITED  NATURAL     CAM-POOL 2
OSHKOSH B'GOSH         90,090                                    TAX-MALL RECOVERY
                                                                 ENERGY RECOVERY
                                                                    WATER/SEWER

# 78-SUITE 256         52,920     10.00   UNLIMITED  NATURAL     CAM-POOL 2
SUNGLASS HUT           57,330                                    TAX-MALL RECOVERY
                                                                 ENERGY RECOVERY
                                                                    WATER/SEWER

# 79-SUITE 258         33,760      6.00   UNLIMITED  NATURAL     CAM-POOL 2
ROCKY MOUNTAIN                                                   TAX-MALL RECOVERY
                                                                 ENERGY RECOVERY
                                                                    WATER/SEWER

# 80-SUITE 260         36,600      5.00   UNLIMITED  NATURAL     CAM-POOL 2
HOST MARRIOTT          43,920                                    TAX-MALL RECOVERY
                                                                 ENERGY RECOVERY
                                                                    WATER/SEWER

                       51,240      5.00   UNLIMITED  NATURAL     NONE

# 81-SUITE 301         80,850      5.00   UNLIMITED  NATURAL     CAM-POOL 1
C.R. JEWELERS                                                    TAX-MALL RECOVERY
                                                                 ENERGY RECOVERY
                                                                    WATER/SEWER

# 82-SUITE 302        313,280      5.00   UNLIMITED  NATURAL     CAM-POOL 2
ATHLETE'S FOOT                                                   TAX-MALL RECOVERY
                                                                 ENERGY RECOVERY
                                                                    WATER/SEWER

# 83-SUITE 303         60,202      6.00   UNLIMITED  NATURAL     CAM-POOL 1
PERFUMANIA                                                       TAX-MALL RECOVERY
                                                                 ENERGY RECOVERY
                                                                    WATER/SEWER

# 84-SUITE 305         48,741      6.00   UNLIMITED  NATURAL     CAM-POOL 1
GUITARS & CADILLAC     51,695                                    TAX-MALL RECOVERY
                      56,126                                     ENERGY RECOVERY
                                                                    WATER/SEWER

# 85-SUITE 309         51,220      6.00   UNLIMITED  NATURAL     CAM-POOL 2
WILD PAIR                                                        TAX-MALL RECOVERY
                                                                 ENERGY RECOVERY
                                                                    WATER/SEWER

# 86-SUITE 311        118,890      9.00   UNLIMITED  NATURAL     CAM-POOL 1
CORNING REVERE                                                   TAX-MALL RECOVERY
                                                                 ENERGY RECOVERY
                                                                    WATER/SEWER

# 87-SUITE 312        137,670      6.00   UNLIMITED  NATURAL     CAM+AMOR+MGT+15%
VACANT IN-LINE***     160,615                                    TAX-MALL RECOVERY
                                                                    WATER/SEWER
                                                                 ENERGY RECOVERY

</TABLE>

                                       

<PAGE>

<TABLE>
<CAPTION>

                      PRIMARY/
                     SECONDARY   SQUARE   LEASE   LEASE   OPTION       MINIMUM
       TENANT          CODES      FEET    BEGIN    END     #/MOS       RENT/SF
- ------------------- ----------- -------- ------- ------- -------- ------------------
<S>                 <C>         <C>      <C>     <C>     <C>      <C>     <C>
# 88-SUITE 313          1        2,066     5/98    5/03    --             33.00
I LOVE QUILTS           4                                           5/01  35.00

# 89-SUITE 315          1        1,425     6/00    5/07    --             33.00
VACANT IN-LINE***       3                                           6/04  56.00

# 90-SUITE 316          1        8,715    11/97   10/02    --             16.00
DRESS BARN              7

# 91-SUITE 317          1        1,138    11/97   11/02    --             35.00
WATCHES, ETC            2

# 92-SUITE 319          1          977    11/97   10/02    --             50.00
LEE NAILS               2

# 93-SUITE 320          1        2,577    11/97   10/02    --             23.00
NATURALIZER             4

# 94-SUITE 321          1        1,122    11/97   10/07    --             33.00
BEAUTY EXPRESS          2                                          11/00  35.00
                                                                  11/04   37.00

# 95-SUITE 322          1        1,168    11/97   10/02    --             30.00
QUACKIN UP              2

# 96-SUITE 323          1        1,362    11/97   10/00    --             35.00
DALLAS DANCEWEAR        3

# 97-SUITE 323          1        1,023    11/97   10/02    --             37.50
FLAG SHOP               2

# 98-SUITE 326          1          858    11/97   10/07    --             50.00
AUNTIE ANNES            2                                          11/02  60.00

# 99-SUITE 327          1        1,468    11/97   10/02    --             25.00
TWO LIPS                3

<CAPTION>
                      ANNUAL
                     MINIMUM   OVERAGE    CEILING    BREAKPOINT
       TENANT          RENT       %       (000'S)     (000'S)       RECOVERIES
- ------------------- --------- --------- ----------- ----------- ------------------
<S>                 <C>       <C>       <C>         <C>         <C>
# 88-SUITE 313        68,178      6.00   UNLIMITED  NATURAL     CAM-POOL 1
I LOVE QUILTS         72,310                                    TAX-MALL RECOVERY
                                                                ENERGY RECOVERY
                                                                    WATER/SEWER

# 89-SUITE 315        46,025      6.00   UNLIMITED  NATURAL     CAM+AMOR+MGT+15%
VACANT IN-LINE***     51,300                                    TAX-MALL RECOVERY
                                                                    WATER/SEWER
                                                                ENERGY RECOVERY

# 90-SUITE 316       139,440      4.00   UNLIMITED  NATURAL     CAM-POOL 2
DRESS BARN                                                      TAX-MALL RECOVERY
                                                                ENERGY RECOVERY
                                                                   WATER/SEWER

# 91-SUITE 317        39,830      6.00   UNLIMITED  NATURAL     CAM-POOL 2
WATCHES, ETC                                                    TAX-MALL RECOVERY
                                                                ENERGY RECOVERY
                                                                    WATER/SEWER

# 92-SUITE 319        48,850      8.00   UNLIMITED  NATURAL     CAM-POOL 1
LEE NAILS                                                       TAX-MALL RECOVERY
                                                                ENERGY RECOVERY
                                                                    WATER/SEWER

# 93-SUITE 320        59,271      4.00   UNLIMITED  NATURAL     CAM-POOL 2
NATURALIZER                                                     TAX-MALL RECOVERY
                                                                ENERGY RECOVERY
                                                                    WATER/SEWER

# 94-SUITE 321        37,026      6.00   UNLIMITED  NATURAL     CAM-POOL 1
BEAUTY EXPRESS        39,270                                    TAX-MALL RECOVERY
                     41,514                                     ENERGY RECOVERY
                                                                    WATER/SEWER

# 95-SUITE 322        35,040      6.00   UNLIMITED  NATURAL     CAM-POOL 2
QUACKIN UP                                                      TAX-MALL RECOVERY
                                                                ENERGY RECOVERY
                                                                    WATER/SEWER

# 96-SUITE 323        47,670      6.00   UNLIMITED  NATURAL     CAM
DALLAS DANCEWEAR                                                TAX-MALL RECOVERY
                                                                ENERGY RECOVERY
                                                                    WATER/SEWER

# 97-SUITE 323        38,363     10.00   UNLIMITED  NATURAL     CAM-POOL 1
FLAG SHOP                                                       TAX-MALL RECOVERY
                                                                ENERGY RECOVERY
                                                                    WATER/SEWER

# 98-SUITE 326        42,900      8.00   UNLIMITED  NATURAL     CAM-POOL 2
AUNTIE ANNES          51,480                                    TAX-MALL RECOVERY
                                                                ENERGY RECOVERY
                                                                    WATER/SEWER

# 99-SUITE 327        36,700      6.00   UNLIMITED  NATURAL     CAM-POOL 1
TWO LIPS                                                        TAX-MALL RECOVERY
                                                                ENERGY RECOVERY
                                                                    WATER/SEWER

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                       PRIMARY/
                      SECONDARY   SQUARE   LEASE   LEASE   OPTION       MINIMUM
       TENANT           CODES      FEET    BEGIN    END     #/MOS       RENT/SF
- -------------------- ----------- -------- ------- ------- -------- ------------------
<S>                  <C>         <C>      <C>     <C>     <C>      <C>     <C>
#100-SUITE 328           1        1,027    11/97   10/04    --             60.00
JEWELRY BOX OUTLET       2                                          11/00  63.00

#101-SUITE 330           1        1,247    11/97   10/07    --             50.00
CANDY HEADQUARTERS       3                                          11/02  60.00

#102-SUITE 333           1        1,460    11/97   10/00    --             35.00
EDWARD SOLOMON           3

#103-SUITE 334           1        3,002    11/97   10/02    --             27.00
EARTHBOUND TRADING       4

#104-SUITE 335           1        1,392     3/99    2/06    --             33.00
VACANT IN-LINE***        3                                           3/03  36.00

#105-SUITE 337           1        1,471     6/00   10/06    --             33.00
VACANT IN-LINE***        3                                           6/04  36.00

#106-SUITE 338           1        1,742    11/97    1/08    --             30.00
SPENCER GIFTS            3                                          11/03  33.00

#107-SUITE 339           1        1,309    11/97   10/02    --             27.00
LIDS                     3

#108-SUITE340            1        1,313    11/97   10/02    --             30.00
T-SHIRTS PLUS            3

#109-SUITE 341           1        1,455    12/99   11/06    --             33.00
VACANT IN-LINE***        3                                          12/03  36.00

#110-SUITE 342           1        1,448     3/00    2/07    --             33.00
VACANT IN-LINE***        3                                           3/04  36.00

#111-SUITE 344           1        2,238    11/97   10/02    --             24.00
COUNTRY CLUTTER          4

<CAPTION>
                       ANNUAL
                      MINIMUM   OVERAGE    CEILING    BREAKPOINT
       TENANT           RENT       %       (000'S)     (000'S)       RECOVERIES
- -------------------- --------- --------- ----------- ----------- ------------------
<S>                  <C>       <C>       <C>         <C>         <C>
#100-SUITE 328        61,620   6.00       UNLIMITED  NATURAL     CAM-POOL 1
JEWELRY BOX OUTLET    64,701                                     TAX-MALL RECOVERY
                                                                 ENERGY RECOVERY
                                                                    WATER/SEWER

#101-SUITE 330        62,350   8.00       UNLIMITED  NATURAL     CAM-POOL 1
CANDY HEADQUARTERS    74,620                                     TAX-MALL RECOVERY
                                                                 ENERGY RECOVERY
                                                                    WATER/SEWER

#102-SUITE 333        51,100   6.00       UNLIMITED  NATURAL     CAM
EDWARD SOLOMON                                                   TAX-MALL RECOVERY
                                                                 ENERGY RECOVERY
                                                                    WATER/SEWER

#103-SUITE 334        81,054   6.00       UNLIMITED  NATURAL     CAM-POOL 1
EARTHBOUND TRADING                                               TAX-MALL RECOVERY
                                                                 ENERGY RECOVERY
                                                                    WATER/SEWER

#104-SUITE 335        45,936   6.00       UNLIMITED  NATURAL     CAM+AMOR+MGT+15%
VACANT IN-LINE***     50,112                                     TAX-MALL RECOVERY
                                                                    WATER/SEWER
                                                                 ENERGY RECOVERY

#105-SUITE 337        48,543   6.00       UNLIMITED  NATURAL     CAM+AMOR+MGT+15%
VACANT IN-LINE***     52,956                                     TAX-MALL RECOVERY
                                                                    WATER/SEWER
                                                                 ENERGY RECOVERY

#106-SUITE 338        52,260   6.00       UNLIMITED  NATURAL     CAM-POOL 2
SPENCER GIFTS         57,486                                     TAX-MALL RECOVERY
                                                                 ENERGY RECOVERY
                                                                    WATER/SEWER

#107-SUITE 339        35,343   5.00       UNLIMITED  NATURAL     CAM-POOL 2
LIDS                                                             TAX-MALL RECOVERY
                                                                 ENERGY RECOVERY
                                                                    WATER/SEWER

#108-SUITE340         39,390   6.00       UNLIMITED  NATURAL     CAM-POOL 2
T-SHIRTS PLUS                                                    TAX-MALL RECOVERY
                                                                    WATER/SEWER
                                                                 ENERGY RECOVERY

#109-SUITE 341        48,015   6.00       UNLIMITED  NATURAL     CAM+AMOR+MGT+15%
VACANT IN-LINE***     52,380                                     TAX-MALL RECOVERY
                                                                   WATER/SEWER
                                                                 ENERGY RECOVERY

#110-SUITE 342        47,784   6.00       UNLIMITED  NATURAL     CAM+AMOR+MGT+15%
VACANT IN-LINE***     52,128                                     TAX-MALL RECOVERY
                                                                    WATER/SEWER
                                                                 ENERGY RECOVERY

#111-SUITE 344        53,712   5.00       UNLIMITED  NATURAL     CAM-POOL 2
COUNTRY CLUTTER                                                  TAX-MALL RECOVERY
                                                                 ENERGY RECOVERY
                                                                    WATER/SEWER

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                       PRIMARY/
                      SECONDARY   SQUARE   LEASE   LEASE   OPTION       MINIMUM
       TENANT           CODES      FEET    BEGIN    END     #/MOS       RENT/SF
- -------------------- ----------- -------- ------- ------- -------- ------------------
<S>                  <C>         <C>      <C>     <C>     <C>      <C>     <C>
#112-Suite 400           1        5,332    11/97   10/02    --             18.00
WE'RE ENTERTAIN.         6

#113-SUITE 401           1        1,497    11/97   10/02    --             27.00
NATIVES                  3

#114-SUITE 403           1        1,092    11/97   10/01    --             30.00
TODAY'S NEWS             2

#115-SUITE 404           1        1,115     5/98    5/02    --             50.00
PREMIER CONCEPTS         2                                           2/00  52.00

#116-SUITE 406           1        3,054    11/97    1/01    --             20.00
BAKERS OUTLET            4

#117-SUITE 408           1        4,887     3/00    2/07    --             20.00
VACANT IN-LINE***        5                                           3/04  22.00

#118-SUITE 411           1        1,509    11/97   10/00    --             30.00
BERMUDA GOLD             3

#119-SUITE 412           1        4,987    11/97   10/02    --             17.00
OPC FASHIONS             5

#120-SUITE 413           1        2,692    11/97    1/01    --             20.00
5-7-9 OUTLET             4

#121-SUITE 414           1        3,833    11/97   10/07    --             20.00
PAYLESS SHOESOURCE       5                                          11/02  22.00

#122-SUITE 416           1        4,553    11/97    1/03    --             18.00
ANCHOR BLUE CLOTHI       5

#123-SUITE 417           1        2,391    11/97   10/00    --             25.00
WHEELS AND FITNESS       4



<CAPTION>
                       ANNUAL
                      MINIMUM   OVERAGE    CEILING    BREAKPOINT
       TENANT           RENT       %       (000'S)     (000'S)       RECOVERIES
- -------------------- --------- --------- ----------- ----------- ------------------
<S>                  <C>       <C>       <C>         <C>         <C>
#112-Suite 400         95,976  4.00      UNLIMITED       NATURAL CAM-POOL 2
WE'RE ENTERTAIN.                                                 TAX-MALL RECOVERY
                                                                 ENERGY RECOVERY
                                                                    WATER/SEWER

#113-SUITE 401         40,419  4.00      UNLIMITED       NATURAL CAM-POOL 2
NATIVES                                                          TAX-MALL RECOVERY
                                                                 ENERGY RECOVERY
                                                                    WATER/SEWER

#114-SUITE 403         32,760  6.00      UNLIMITED       NATURAL CAM-POOL 2
TODAY'S NEWS                                                     TAX-MALL RECOVERY
                                                                 ENERGY RECOVERY
                                                                    WATER/SEWER

#115-SUITE 404         55,750  6.00      UNLIMITED       NATURAL CAM-POOL 2
PREMIER CONCEPTS       57,980                                    TAX-MALL RECOVERY
                                                                 ENERGY RECOVERY
                                                                    WATER/SEWER

#116-SUITE 406         61,080  6.00      UNLIMITED       NATURAL CAM-POOL 2
BAKERS OUTLET                                                    TAX-MALL RECOVERY
                                                                 ENERGY RECOVERY
                                                                    WATER/SEWER

#117-SUITE 408         97,740  6.00      UNLIMITED       NATURAL CAM-POOL 1
VACANT IN-LINE***     107,514                                    TAX-MALL RECOVERY
                                                                 ENERGY RECOVERY
                                                                   WATER/SEWER

#118-SUITE 411         45,270  6.00      UNLIMITED       NATURAL CAM-POOL 2
BERMUDA GOLD                                                     TAX-MALL RECOVERY
                                                                 ENERGY RECOVERY
                                                                    WATER/SEWER

#119-SUITE 412         84,779  4.00      UNLIMITED       NATURAL CAM
OPC FASHIONS                                                     TAX-MALL RECOVERY
                                                                 ENERGY RECOVERY
                                                                    WATER/SEWER

#120-SUITE 413         53,840  6.00      UNLIMITED       NATURAL CAM-POOL 2
5-7-9 OUTLET                                                     TAX-MALL RECOVERY
                                                                 ENERGY RECOVERY
                                                                    WATER/SEWER

#121-SUITE 414         76,660  6.00      UNLIMITED       NATURAL CAM-POOL 2
PAYLESS SHOESOURCE     84,326                                    TAX-MALL RECOVERY
                                                                 ENERGY RECOVERY
                                                                    WATER/SEWER

#122-SUITE 416         81,954  4.00      UNLIMITED       NATURAL CAM
ANCHOR BLUE CLOTHI                                               TAX-MAL RECOVERY
                                                                 ENERGY RECOVERY
                                                                    WATER/SEWER

#123-SUITE 417         59,775  5.00      UNLIMITED       NATURAL CAM-POOL 2
WHEELS AND FITNESS                                               TAX-MALL RECOVERY
                                                                 ENERGY RECOVERY
                                                                    WATER/SEWER

</TABLE>



<PAGE>

<TABLE>
<CAPTION>

                       PRIMARY/
                      SECONDARY   SQUARE   LEASE   LEASE   OPTION      MINIMUM
       TENANT           CODES      FEET    BEGIN    END     #/MOS      RENT/SF
- -------------------- ----------- -------- ------- ------- -------- ---------------
<S>                  <C>         <C>      <C>     <C>     <C>      <C>     <C>
#124-SUITE 41B           1        3,486    11/97   10-02      --           30.00
JUST SPORTS              4                                          11/00  32.00

#125-SUITE 419           1        3,525    11/97    1/03      --           16.00
ALL THAT JAZZ            5

#126-SUITE 420           1        2,408    11/97    1/02      --           23.00
BABY GUESS               4

#127-SUITE 421           1        1,308    11/97   10/07      --           34.00
GNC                      3                                 11/02           36.00
                                                           11/05           39.00

#128-SUITE 423           1        1,255    11/97    1/03      --           35.00
REMINGTON FACTORY        3

#129-SUITE 424           1        2,915    11/97    1/01      --           20.00
J. RIGGINS               4

#130-SUITE 425           1        1,144    11/97   10/02      --           35.00
LETS TALK CELLULAR       2                                          11/00  37.00

#131-SUITE 426           1        1,080    11/97   10/07      --           33.00
MASTER CUTS              2                                 11/00           35.00
                                                           11/04           37.00

#132-SUITE 427           1        1,506    11/97   12/09      --           25.00
HOST MARRIOTT            3                                 11/03           30.00

#133-SUITE 428           1        1,042    11/97    1/08      --           35.00
SWEET FACTORY            2                                 11/02           40.00

#134-SUITE 429           1        3,571    11/97   10/02      --           21.00
SAMSONITE COMPANY        5                                 11/00           23.00

#135-SUITE 430           1        3,783     3/99    2/06      --           20.00
VACANT IN-LINE***        5                                           3/03  22.00

<CAPTION>
                       ANNUAL
                      MINIMUM   OVERAGE    CEILING    BREAKPOINT
       TENANT           RENT       %       (000'S)     (000'S)       RECOVERIES
- -------------------- --------- --------- ----------- ----------- ------------------
<S>                  <C>       <C>       <C>         <C>         <C>
#124-SUITE 41B        104,580    8.00    UNLIMITED       NATURAL CAM-POOL 2
JUST SPORTS           111,552                                    TAX-MALL RECOVERY
                                                                 ENERGY RECOVERY
                                                                    WATER/SEWER

#125-SUITE 419         56,400    4.00    UNLIMITED       NATURAL CAM-POOL 2
ALL THAT JAZZ                                                    TAX-MALL RECOVERY
                                                                 ENERGY RECOVERY
                                                                   WATER/SEWER

#126-SUITE 420         55,384    4.00    UNLIMITED       NATURAL CAM-POOL 2
BABY GUESS                                                       TAX-MALL RECOVERY
                                                                 ENERGY RECOVERY
                                                                    WATER/SEWER

#127-SUITE 421         44,472    6.00    UNLIMITED       NATURAL CAM-POOL 1
GNC                    47,088                                    TAX-MALL RECOVERY
                       51,012                                    ENERGY RECOVERY
                                                                    WATER/SEWER

#128-SUITE 423         43,925    6.00    UNLIMITED       NATURAL CAM-POOL 2
REMINGTON FACTORY                                                TAX-MALL RECOVERY
                                                                 ENERGY RECOVERY
                                                                    WATER/SEWER

#129-SUITE 424         58,500    6.00    UNLIMITED       NATURAL CAM-POOL 2
J. RIGGINS                                                       TAX-MALL RECOVERY
                                                                 ENERGY RECOVERY
                                                                    WATER/SEWER

#130-SUITE 425         40,040    5.00    UNLIMITED       NATURAL CAM-POOL 2
LETS TALK CELLULAR     42,328                                    TAX-MALL RECOVERY
                                                                 ENERGY RECOVERY
                                                                    WATER/SEWER

#131-SUITE 426         35,640    6.00    UNLIMITED       NATURAL CAM-POOL 1
MASTER CUTS            37,800                                    TAX-MALL RECOVERY
                       39,960                                    ENERGY RECOVERY
                                                                    WATER/SEWER

#132-SUITE 427         37,650    5.00    UNLIMITED       NATURAL CAM-POOL 2
HOST MARRIOTT          45,180                                    TAX-MALL RECOVERY
                                                                 ENERGY RECOVERY
                                                                    WATER/SEWER

#133-SUITE 428         36,470    8.00    UNLIMITED       NATURAL CAM-POOL 1
SWEET FACTORY          41,680                                    TAX-MALL RECOVERY
                                                                 ENERGY RECOVERY
                                                                    WATER/SEWER

#134-SUITE 429         74,991    6.00    UNLIMITED       NATURAL CAM-POOL 2
SAMSONITE COMPANY      82,133                                    TAX-MALL RECOVERY
                                                                 ENERGY RECOVERY
                                                                    WATER/SEWER

#135-SUITE 430         75,660    6.00    UNLIMITED       NATURAL CAM-POOL 1
VACANT IN-LINE***      83,226                                    TAX-MALL RECOVERY
                                                                 ENERGY RECOVERY
                                                                    WATER/SEWER

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                      PRIMARY/
                     SECONDARY   SQUARE   LEASE   LEASE   OPTION      MINIMUM
       TENANT          CODES      FEET    BEGIN    END     #/MOS      RENT/SF
- ------------------- ----------- -------- ------- ------- -------- ---------------
<S>                 <C>         <C>      <C>     <C>     <C>      <C>     <C>
#136-SUITE 431          1        3,579    11/97   10/02      --           18.00
LENSCRAFTERS            5

#137-SUITE 432          1        3,783     5/98    4/03      --           24.00
S.C.R.U.B.S.            5

#138-SUITE 500          1        4,382    11/97    1/03      --           19.00
DOCKERS OUTLET          5

#139-SUITE 501          1        1,570    11/97   10/07      --           25.00
RITZ CAMERA             3                                 11/02           27.00

#140-SUITE 505          1        1,307    11/97   10/07      --           28.00
CAMPUS LIFESTYLES       3                                         11/02   30.00

#141-SUITE 506          1        5,125    11/97    1/03      --           21.00
LEVIS                   6

#142-SUITE 507          1        2,300    11/97   10/04      --           25.93
FLORSHEIM SHOES         4                                         11/02   27.93

#143-SUITE 509          1        2,260    11/97   10/02      --           26.00
VANS OUTLET             4

#144-SUITE 510          1        8,518    11/97    1/08      --           17.00
FOOT LOCKER             7                                         11/02   19.00

#145-SUITE 513          1        2,803    11/97   10/02      --           23.00
CASUAL MALE             4

#146-SUITE 514          1        3,251    11/97    1/00      --           25.00
AMERICAN OUTPOST        4

#147-SUITE 515          1        3,442    11/97   10/02      --           32.00
PERFUMANIA PLUS         4

<CAPTION>
                      ANNUAL
                     MINIMUM   OVERAGE    CEILING    BREAKPOINT
       TENANT          RENT       %       (000'S)     (000'S)       RECOVERIES
- ------------------- --------- --------- ----------- ----------- ------------------
<S>                 <C>       <C>       <C>         <C>         <C>
#136-SUITE 431        64,422    4.00    UNLIMITED      NATURAL  CAM-POOL 2
LENSCRAFTERS                                                    TAX-MALL RECOVERY
                                                                ENERGY RECOVERY
                                                                    WATER/SEWER

#137-SUITE 432        90,792    6.00    UNLIMITED        1,513  CAM-POOL 2
S.C.R.U.B.S.                                                    TAX-MALL RECOVERY
                                                                ENERGY RECOVERY
                                                                    WATER/SEWER

#138-SUITE 500        83,258    3.00    UNLIMITED      NATURAL  CAM-POOL 2
DOCKERS OUTLET                                                  TAX-MALL RECOVERY
                                                                ENERGY RECOVERY
                                                                    WATER/SEWER

#139-SUITE 501        39,250                           NATURAL  CAM-POOL 2
RITZ CAMERA           42,390                                    TAX-MALL RECOVERY
                                                                ENERGY RECOVERY
                                                                    WATER/SEWER

#140-SUITE 505        36,596    6.00    UNLIMITED      NATURAL  CAM-POOL 1
CAMPUS LIFESTYLES     39,210                                    TAX-MALL RECOVERY
                                                                ENERGY RECOVERY
                                                                    WATER/SEWER

#141-SUITE 506       107,625    3.00    UNLIMITED      NATURAL  CAM-POOL 2
LEVIS                                                           TAX-MALL RECOVERY
                                                                ENERGY RECOVERY
                                                                    WATER/SEWER

#142-SUITE 507        59,639    5.00    UNLIMITED      NATURAL  CAM-POOL 2
FLORSHEIM SHOES       64,239                                    TAX-MALL RECOVERY
                                                                ENERGY RECOVERY
                                                                    WATER/SEWER

#143-SUITE 509        58,760    4.00    UNLIMITED      NATURAL  CAM-POOL 2
VANS OUTLET                                                     TAX-MALL RECOVERY
                                                                ENERGY RECOVERY
                                                                    WATER/SEWER

#144-SUITE 510       144.806    5.00    UNLIMITED      NATURAL  CAM-POOL 2
FOOT LOCKER          161,842                                    TAX-MALL RECOVERY
                                                                ENERGY RECOVERY
                                                                    WATER/SEWER

#145-SUITE 513        64,469    4.50    UNLIMITED      NATURAL  CAM-POOL 2
CASUAL MALE                                                     TAX-MALL RECOVERY
                                                                ENERGY RECOVERY
                                                                    WATER/SEWER

#146-SUITE 514        81,275    5.00    UNLIMITED      NATURAL  CAM-POOL 2
AMERICAN OUTPOST                                                TAX-MALL RECOVERY
                                                                ENERGY RECOVERY
                                                                    WATER/SEWER

#147-SUITE 515       110,144    6.00    UNLIMITED      NATURAL  CAM-POOL 2
PERFUMANIA PLUS                                                 TAX-MALL RECOVERY
                                                                ENERGY RECOVERY
                                                                    WATER/SEWER

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                      PRIMARY/
                     SECONDARY   SQUARE   LEASE   LEASE   OPTION       MINIMUM
       TENANT          CODES      FEET    BEGIN    END     #/MOS       RENT/SF
- ------------------- ----------- -------- ------- ------- -------- ------------------
<S>                 <C>         <C>      <C>     <C>     <C>      <C>     <C>
#148-SUITE 517          1        1,476    11/97   10/07    --                 45.00
GLORIA JEANS            3                                          11/02      50.00

#149-SUITE 520          1        1,540    11/97    1/08    --                 30.00
GREAT TRAIN STORE       3                                          11/02      35.00

#150-SUITE 522          1        1,488    11/97   10/07    --                 35.00
STOP N SAVE             3                                          11/02      40.00

#151-SUITE 530          1        3,739    11/97    1/03    --                 22.00
WILSONS LEATHER         5

#152-SUITE 532          1        3,896    11/97    1/08    --                 25.00
PACIFIC SUNWEAR         5

#153-SUITE 534          1        6,243    11/97   10/04    --                 22.00
WINDSOR OUTLET          6                                          11/02      23.00

#154-SUITE 536          1        5,449    11/97   10/07    --                  0.00
WARNER BROTHERS         6

#155-SUITE 542          1        8,967    11/97    1/10    --                 12.50
CARLOTTE RUSSE          7

#156-SUITE 544          1        1,580    11/97   10/02    --                 33.50
VITAMIN WORLD           3

#157-SUITE 546          1        1,580    11/97   10/07    --                 41.93
ICING                   3                                          11/02      45.74

#158-SUITE 548          1        5,872    12/98   11/05    --                 19.00
VACANT In-LINE***       6                                          12/02      21.00

#159-SUITE 600          1        5,133     9/99    8/06    --                 19.00
VACANT In-LINE**        6                                           9/03      21.00

#160-SUTIE 601          1        1,208    11/97   10/07    --                 49.63
SUNGLASS HUT            3                                          11/02      54.59

<CAPTION>
                      ANNUAL
                     MINIMUM   OVERAGE    CEILING        BREAKPOINT
       TENANT          RENT       %       (000'S)         (000'S)            RECOVERIES
- ------------------- --------- --------- ----------- -------------------- ------------------
<S>                 <C>       <C>       <C>         <C>        <C>       <C>
#148-SUITE 517        66,420      6.00   UNLIMITED              NATURAL  CAM
GLORIA JEANS          73,000                                             TAX-MALL RECOVERY
                                                                         ENERGY RECOVERY
                                                                         WATER/SEWER
 
#149-SUITE 520        46,200      5.00   UNLIMITED              NATURAL  CAM-POOL 2
GREAT TRAIN STORE     53,900                                             TAX-MALL RECOVERY
                                                                         ENERGY RECOVERY
                                                                         WATER/SEWER

#150-SUITE 522        52,080      6.00   UNLIMITED              NATURAL  CAM-POOL 2
STOP N SAVE           59,520                                             TAX-MALL RECOVERY
                                                                         ENERGY RECOVERY
                                                                         WATER/SEWER

#151-SUITE 530        82,258      4.00   UNLIMITED              NATURAL  CAM-POOL 2
WILSONS LEATHER                                                          TAX-MALL RECOVERY
                                                                         ENERGY RECOVERY
                                                                         WATER/SEWER

#152-SUITE 532        89,608      4.00   UNLIMITED              NATURAL  CAM-)OOL 2
PACIFIC SUNWEAR                                                          TAX-MALL RECOVERY
                                                                         ENERGY RECOVERY
                                                                         WATER/SEWER

#153-SUITE 534       137,346      6.00   UNLIMITED              NATURAL  CAM-POOL 2
WINDSOR OUTLET       143,589                                             TAX-MALL RECOVERY
                                                                         ENERGY RECOVERY
                                                                         WATER/SEWER

#154-SUITE 536             0      4.00   UNLIMITED              NATURAL  NONE
WARNER BROTHERS

#155-SUITE 542       112,088     10.00      2,813                2,250   CAM-POOL 2
CARLOTTE RUSSE                    5.00   UNLIMITED                       TAX-MALL RECOVERY
                                                                         ENERGY RECOVERY
                                                                         WATER/SEWER

#156-SUITE 544        52,930      8.00   UNLIMITED              NATURAL  CAM-POOL 2
VITAMIN WORLD                                                            TAX-MALL RECOVERY
                                                                         ENERGY RECOVERY
                                                                         WATER/SEWER

#157-SUITE 546        66,249      7.00   UNLIMITED              NATURAL  CAM-POOL 1
ICING                 72,269                                             TAX-MALL RECOVERY
                                                                         ENERGY RECOVERY
                                                                         WATER/SEWER

#158-SUITE 548       111,568      6.00   UNLIMITED              NATURAL  CAM+AMOR+MGT+15%
VACANT In-LINE***    123,312                                             TAX-MALL RECOVERY
                                                                         ENERGY RECOVERY
                                                                         WATER/SEWER

#159-SUITE 600        97,527      6.00   UNLIMITED              NATURAL  CAM+AMOR+MGT+15%
VACANT In-LINE**     107,793                                             TAX-MALL RECOVERY
                                                                         WATER/SEWER
                                                                         ENERGY RECOVERY

#160-SUTIE 601        59,953     10.00   UNLIMITED              NATURAL  CAM-POOL 2
SUNGLASS HUT          65,945                                             TAX-MALL RECOVERY
                                                                         ENERGY RECOVERY
                                                                         WATER/SEWER

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                      PRIMARY/
                     SECONDARY   SQUARE   LEASE   LEASE   OPTION       MINIMUM
       TENANT          CODES      FEET    BEGIN    END     #/MOS       RENT/SF
- ------------------- ----------- -------- ------- ------- -------- ------------------
<S>                 <C>         <C>      <C>     <C>     <C>      <C>     <C>
#161-SUITE 602          1         5,308   11/97   10/02    --             20.00
K.B. TOY WORKS          6

#162-SUITE 604          1         3,504   11/97   12/02    --             24.00
BIBLE FACTORY           5

#163-SUITE 606          1         4,546   12/99   11/06    --             20.00
VACANT IN-LINE***       5                                          12/03  22.00

#164-SUITE 608          1         4,777    3/99    2/06    --             20.00
VACANT IN-LINE***       5                                           3/03  22.00

#165-SUITE 610          1         4,905   11/97   10/02    --             21.00
WORLD TRAVELER          5                                          11/99  23.00
                                                                   11/00  25.00

#166-SUITE 611          1        19,920   11/97   12/07    --             26.00
JUST FOR FEET           7                                          10/02  28.00

#167-SUITE 612          1         4,264   11/97    1/01    --             18.00
URBAN PLANET            5

#168-SUITE 614          1           985   11/97   10/02    --             55.00
CINNAMONSTER            2                                          11/00  60.00

#169-SUITE 615          1         1,495   11/97   10/07    --             35.00
SANRIO                  3                                          11/04  38.00

#170-SUITE 616          1         3,291   11/97   12/02    --             23.00
SUNBEAM AND OSTER       4

#171-SUITE 617          1         5,835   11/97    1/01    --             19.00
KIRKLANDS               6

#172-SUITE 623          1         1,327   11/97   10/98    --             28.00
HEALTH RIDER            3

<CAPTION>
                      ANNUAL
                     MINIMUM   OVERAGE    CEILING        BREAKPOINT
       TENANT          RENT       %       (000'S)         (000'S)            RECOVERIES
- ------------------- --------- --------- ----------- -------------------- ------------------
<S>                 <C>       <C>       <C>         <C>        <C>       <C>
#161-SUITE 602       106,160  4.00      UNLIMITED              NATURAL   CAM-POOL 2
K.B. TOY WORKS                                                           TAX-MALL RECOVERY
                                                                         ENERGY RECOVERY
                                                                         WATER/SEWER

#162-SUITE 604        84,096  5.00      UNLIMITED              NATURAL   CAM-POOL 1
BIBLE FACTORY                                                            TAX-MALL RECOVERY
                                                                         ENERGY RECOVERY
                                                                         WATER/SEWER

#163-SUITE 606        90,920  6.00      UNLIMITED              NATURAL   CAM+AMOR+MGT+15%
VACANT IN-LINE***    100,012                                             TAX-MALL RECOVERY
                                                                         WATER/SEWER
                                                                         ENERGY RECOVERY

#164-SUITE 608        95,540  6.00      UNLIMITED              NATURAL   CAM+AMOR+MGT+15%
VACANT IN-LINE***    105,094                                             TAX-MALL RECOVERY
                                                                         WATER/SEWER
                                                                         ENERGY RECOVERY

#165-SUITE 610       103,005  5.00      UNLIMITED              NATURAL   CAM-POOL 2
WORLD TRAVELER       112,815                                             TAX-MALL RECOVERY
                     122,625                                             ENERGY RECOVERY
                                                                         WATER/SEWER

#166-SUITE 611       517,920  4.00      UNLIMITED              NATURAL   CAM-POOL 1
JUST FOR FEET        557,760                                             TAX-MALL RECOVERY
                                                                         ENERGY RECOVERY
                                                                         WATER/SEWER

#167-SUITE 612        76,752  5.00      UNLIMITED              NATURAL   CAM
URBAN PLANET                                                             TAX-MALL RECOVERY
                                                                         ENERGY RECOVERY
                                                                         WATER/SEWER

#168-SUITE 614        54,175  8.00      UNLIMITED              NATURAL   CAM-POOL 1
CINNAMONSTER          59,100                                             TAX-MALL RECOVERY
                                                                         ENERGY RECOVERY
                                                                         WATER/SEWER

#169-SUITE 615        52,325  6.00      UNLIMITED              NATURAL   CAM-POOL 2
SANRIO                56,810                                             TAX-MALL RECOVERY
                                                                         ENERGY RECOVERY
                                                                         WATER/SEWER

#170-SUITE 616        75,693  4.00      UNLIMITED              NATURAL   CAM
SUNBEAM AND OSTER                                                        TAX-MALL RECOVERY
                                                                         ENERGY RECOVERY
                                                                         WATER/SEWER

#171-SUITE 617       110,865  5.00      UNLIMITED              NATURAL   CAM
KIRKLANDS                                                                TAX-MALL RECOVERY
                                                                         ENERGY RECOVERY
                                                                         WATER/SEWER

#172-SUITE 623        37,156  6.00      UNLIMITED              NATURAL   CAM
HEALTH RIDER                                                             TAX-MALL RECOVERY
                                                                         ENERGY RECOVERY
                                                                         WATER/SEWER

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                       PRIMARY/
                      SECONDARY    SQUARE    LEASE   LEASE   OPTION       MINIMUM
       TENANT           CODES       FEET     BEGIN    END     #/MOS       RENT/SF
- -------------------- ----------- ---------- ------- ------- -------- ------------------
<S>                  <C>         <C>        <C>     <C>     <C>      <C>     <C>
#175-SUITE 625           1          1,773     9/99    8/06      --               33.00
VACANT IN-LINE***        3                                             9/03      36.00
                                  511,394

 2 FOOD COURT

#174-SUITE FC            2         11,532    11/97   12/09      --               60.00
FOOD COURT               8
                                   11,532

 3 ANCHORS

#  1-SUITE C             3         20,130    10/97   12/07      --               15.91
WESTERN WAREHOUSE        9                                            10/02       7.50
                                                     1-120                       19.25
                                                                       1/13      21.18

#  2-SUITE D             3         21,223    11/97   10/07      --               28.00
SEGA GAMEWORKS           9                                            10/02      29.50
                                                             1-108               31.00
  3-SUITE E              3        109,393    12/97   12/17      --               24.00
AMERICAN MULTI-CIN       9
                                                             1-240               26.40
                                                                       1/23      29.04

                                                                      12/27      35.13

# 4-SUITE F1             3          5,626     3/98   12/12      --               43.27
AMERICAN WILDERNES       9                                             8/98      81.52
# 5-SUITE H              3         29,397    10/97   10/07      --                8.00
MARSHALLS                9                                            11/02       8.50
                                                             1-180                9.00
                                                                      11/12       9.50
                                                                      11/17      10.00

                                                                                  5.00

# 6-SUITE I              3        100,102    10/97    1/13      --     1/03       5.25
BURLINGTON COAT          9                                             1/08       5.50
                                                             1-109                5.75
                                                                       2/17       6.00
                                                                       1/22       6.25

# 7-SUITE J              3        106,827    10/97   10/12      --                4.95
JCPENNEY                 9                                            11/02       5.19
                                                                      11/07       5.44

<CAPTION>

                        ANNUAL
                        MINIMUM    OVERAGE    CEILING      BREAKPOINT
       TENANT            RENT         %       (000'S)        (000'S)          RECOVERIES
- -------------------- ------------ --------- ----------- ----------------- ------------------
<S>                  <C>          <C>       <C>         <C>     <C>       <C>
#175-SUITE 625           58,509   6.00      UNLIMITED            NATURAL  CAM+AMOR+MGT+15%
VACANT IN-LINE***        63,828                                           TAX-MALL RECOVERY
                                                                          WATER/SEWER
                                                                          ENERGY RECOVERY

 2 FOOD COURT

#174-SUITE FC           691,920   5.00      UNLIMITED            11,760   CAM-POOL 2
FOOD COURT                                               11/00    9,800   TAX-MALL RECOVERY
                                                         11/04    8,400   ENERGY RECOVERY
                                                                          WATER/SEWER
                                                                          FCTE RECOVERY

 3 ANCHORS

#  1-SUITE C            320,268   5.00      UNLIMITED             5,000   NONE
WESTERN WAREHOUSE       352,275                           9/02    5,640
                        385,000   5.00      UNLIMITED             5,000   NONE
                        423,600                           9/02    5,640
                                                                          CAM-SEGA

#  2-SUITE D            594,244   5.00      UNLIMITED             7,400   GAMEWORKS
                                                                          TAX-SEGA

SEGA GAMEWORKS          626,079                           9/02    7,800   GAMEWORKS
                                                                          CAM-SEGA

                        657,913   5.00      UNLIMITED             7,400   GAMEWORKS
                                                                          TAX-SEGA

                                                          9/02    7,800   GAMEWORKS

  3-SUITE E           2,625,432   6.00      UNLIMITED            44,000   CAM-AMC
AMERICAN MULTI-CIN                                                        TAX-AMC
                      2,904,000   6.00      UNLIMITED            48,400   NONE
                      3,194,400                           1/23   53,240
                      3,864,300                           1/28   58,557
                                                          1/33   64,405

# 4-SUITE F1            243,437   5.00      UNLIMITED             4,867   CAM-AMERICAN
AMERICAN WILDERNES      458,632                           8/98    9,230   TAX-AMERICAN
                                                          9/98   11,141
                                                          9/07   10,140

# 5-SUITE H             235,176   2.00      UNLIMITED            12,000   CAM-MARSHALLS
MARSHALLS               249,875                          11/02   12,600   TAX-MARSHALLS
                        264,573   2.00      UNLIMITED            13,230   CAM-MARSHALLS
                         279272                          11/12   13,892   TAX-MARSHALLS
                        293,970                          11/17   14,587
                        500,510
# 6-SUITE I            525,536    1.50      UNLIMITED            18,800   CAM-BURLINGTON
BURLINGTON COAT         550,561
                        575,587   1.50      UNLIMITED            18,800   NONE
                        600,612
                        625,638

# 7-SUITE J              58,794   1.00      UNLIMITED            27,000   CAM-JCPENNEY
JCPENNEY                554,432                          11/02   29,000   TAX-JCPENNEY
                        581,139                          11/07   31,000
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                    PRIMARY/
                   SECONDARY   SQUARE   LEASE   LEASE   OPTION       MINIMUM
      TENANT         CODES      FEET    BEGIN    END     #/MOS       RENT/SF
- ----------------- ----------- -------- ------- ------- -------- -----------------
<S>               <C>         <C>      <C>     <C>     <C>      <C>     <C>
                                                        1-180              6.43
                                                                11/17      6.68
                                                                11/22      6.92

#8-SUITE K            3       40,340    10/97    1/13      --              9.25
BED BATH &            9                                         10/02      9.75
BEYOND                                                          10/07     10.25
                                                        1-180             10.75
                                                                 2/18     11.25
                                                                 2/23     11.75

#9-SUITE L            3       23,257    11/97   10/07      --             14.00
GROUP USA             9
                                                        1-240             16.00
                                                                11/17     18.00

#10-SUITE M           3       23,329    11/97   10/02      --             25.00
OLD NAVY              9                                         11/99     26.00
                                                        1-120             12.00
                                                                11/07     12.50

#11-SUITE N           3       22,602    11/97   10/07      --             25.00
RAINFOREST CAFE       9                                         12/01     26.00
                                                        1-180             27.00
                                                                11/12     28.00

                                                                 1/17     29.00

# 12-SUITE N          3       23,978    11/97    1/08      --             12.50
BOOKS-A-MILLION       9                                          2/00     13.00
                                                        1-120             13.50
                                                                 2/13     14.00

# 13-SUITE Q          3       24,203    11/97   10/07      --             21.01
OFF RODEO             9                                         11/02     23.01
DRIVE                                                   1-120             25.01
                                                                11/12     27.01

# 14-SUITE R          3       27,490     2/98    1/08      --             16.50
VIRGIN                9                                          2/99     16.83
MEGASTORE

                                                                 2/00     17.17
                                                                 2/01     17.51
                                                                 2/02     17.86
                                                                 2/03     18.22

                                                        1-180             20.50
                                                                 2/13     22.50
                                                                 2/18     25.00

# 15-SUITE S          3       34,982    11/97   10/12      --              7.10
0FF SAKS FIFTH        9                                         11/02      7.60
AVE

                                                        1-180              7.60

# 16-SUITE U          3       48,763    11/97    1/08      --             12.00
SPORTS                9                                         2/03      13.00
AUTHORITY

<CAPTION>
                    ANNUAL
                   MINIMUM   OVERAGE    CEILING      BREAKPOINT
      TENANT         RENT       %       (000'S)       (000'S)         RECOVERIES
- ----------------- --------- --------- ----------- ---------------- ---------------
<S>               <C>       <C>       <C>         <C>     <C>      <C>
                  686,898      1.00   UNLIMITED           35,000   NONE
                  713,604                         11/17   31,000
                  739,243                         11/22   39,000
#8-SUITE K        373,145      3.00   UNLIMITED           12,000   CAM-BED/BATH
BED BATH &        393,315                                          TAX-BED/BATH
BEYOND            413,485

                  433,655      3.00   UNLIMITED           12,000   NONE
                  453,825
                  473,995

#9-SUITE L        325,598      3.00   UNLIMITED            7,084   NONE
GROUP USA
                  372,112      3.00   UNLIMITED            8,265   NONE
                  418,626                         11/17    9,446
#10-SUITE M       583,225      5.00   UNLIMITED           13,909   CAM-OLD NAVY
OLD NAVY          606,554                                          TAX-OLD NAVY
                  279,948      5.00   UNLIMITED           13,909   NONE
                  291,613                         11/07   14,487
#11-SUITE N       565,050      5.00   UNLIMITED           10,000   CAM-RAINFOREST
RAINFOREST CAFE   587,652                                          TAX-RAINFOREST
                  610,254      5.00   UNLIMITED           10,000   CAM-RAINFOREST
                  632,856                                          TAX-RAINFOREST
                  655,458

# 12-SUITE N      299,725      4.00   UNLIMITED            6,819   CAM-BOOKS
BOOKS-A-MILLION   311,714                          1/03    7,092   TAX-BOOKS
                  323,703      4.00   UNLIMITED            7,364   CAM-BOOKS
                  335,692                          1/13    7,637
# 13-SUITE Q      508,505      2.50   UNLIMITED            7,000   NONE
                  556,911
                  605,317      2.50   UNLIMITED            7,000   NONE
                  653,723

# 14-SUITE R      453,585                                  9,000   CAM-VIRGIN
VIRGIN            462,657                                          TAX-VIRGIN
MEGASTORE
                  472,003
                  481,350
                  490,971
                  500,868

                  563,545                                  9,000   CAM-VIRGIN
                  618,525                                          TAX-VIRGIN
                  687,250

# 15-SUITE U      248,372      0.75   UNLIMITED           15,581   CAM-SAKS
0FF SAKS FIFTH    265,863                         11/02   17,914   TAX-SAKS
AVE

                  265,863      0.75   UNLIMITED           17,914   NONE
# 16-SUITE U      585,156      1.50   UNLIMITED           17,000   CAM-SPORTS
SPORTS            633,919                          1/03   18,000   TAX-SPORTS
AUTHORITY
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                    PRIMARY/
                   SECONDARY    SQUARE    LEASE   LEASE   OPTION      MINIMUM
      TENANT         CODES       FEET     BEGIN    END     #/MOS      RENT/SF
- ---------------- ----------- ---------- ------- ------- -------- ----------------
<S>               <C>         <C>        <C>     <C>     <C>      <C>     <C>
                                                          1-180            14.00
                                                                   2/13    15.00
                                                                   2/18    16.00

                               ------
                               661,642

4 KIOSKS

#175-SUITE K9           4          292    12/99   11/04      --           150.00
VACANT KIOSK***        10

#176-SUITE K10          4          292    11/97   10/02      --            92.10
ZAPI                   10

#180-SUITE K1           4          400    12/98   11/03      --           150.00
VACANT KIOSK***        10

#181-SUITE 2            4          400     7/98    6/03      --           150.00
VACANT KIOSK***        10

#182-SUITE K3           4          400     6/99    5/04      --           150.00
VACANT KIOSK***        10

#183-SUITE K4           4          400     1/99   12/03      --           150.00
VACANT KIOSK***        10

#184-SUITE K5           4          400     4/99    3/04      --           150.00
VACANT KIOSK***        10

                               -------
                                 2,584

5 RESTAURANT

#177-SUITE R1           5        6,325    11/97    1/05      --            20.00
HOST MARRIOTT          11                                        11/03     25.00
                                                           1-96            25.00
                                                                  1/10     30.00

#178-SUITE R2           5        6,364    11/97    1/05      --            20.00
HOST MARRIOTT          11                                        11/03     25.00
                                                           1-96            25.00
                                                                  1/10     30.00

#179-SUITE R3           5        3,469    11/97    1/05      --            20.00
HOST MARRIOTT          11                                        11/03     25.00
                                                           1-96            25.00
                                                                  1/10     30.00

                               -------

<CAPTION>
                    ANNUAL
                   MINIMUM   OVERAGE    CEILING      BREAKPOINT
      TENANT         RENT       %       (000'S)       (000'S)          RECOVERIES
- ----------------- --------- --------- ----------- ---------------- ------------------
<S>               <C>       <C>       <C>         <C>    <C>       <C>
                  682,682      1.50   UNLIMITED           20,000   CAM-SPORTS
                  731,445                         1/13    22,000   TAX-SPORTS
                  780,208                          1/18   24,000
4 KIOSKS

#175-SUITE K9      43,800     15.00   UNLIMITED              200   NONE
VACANT KIOSK***

#176-SUITE K10     26,893      8.00   UNLIMITED           NATURAL  CAM - POOL 1
ZAPI                                                               TAX-MALL RECOVERY
                                                                   ENERGY RECOVERY
                                                                   WATER/SEWER

#180-SUITE K1      60,000     10.00   UNLIMITED           NATURAL  CAM - POOL 1
                                                                   TAX-MALL RECOVERY
                                                                   ENERGY RECOVERY
                                                                   WATER/SEWER

#181-SUITE 2       60,000     10.00   UNLIMITED           NATURAL  CAM - POOL 1
VACANT KIOSK***                                                    TAX-MALL RECOVERY
                                                                   ENERGY RECOVERY
                                                                   WATER/SEWER

#182-SUITE K3      60,000     10.00   UNLIMITED           NATURAL  CAM - POOL 1
VACANT KIOSK***                                                    TAX-MALL RECOVERY
                                                                   ENERGY RECOVERY
                                                                   EATER/SEWER

#183-SUITE K4      60,000     10.00   UNLIMITED           NATURAL  CAM - POOL 1
VACANT KIOSK***                                                    TAX-MALL RECOVERY
                                                                   ENERGY RECOVERY

#184-SUITE K5      60,000     10.00   UNLIMITED           NATURAL  CAM - POOL 1
VACANT KIOSK***                                                    TAX-MALL RECOVERY
                                                                   ENERGY RECOVERY
                                                                   WATER/SEWER

5 RESTAURANT

#177-SUITE R1     126,500      3.00   UNLIMITED           NATURAL  NONE
HOST MARRIOTT     158,125
                  158,125      3.00   UNLIMITED           NATURAL  NONE
                  189,750

#178-SUITE R2     127,280      3.00   UNLIMITED           NATURAL  NONE
HOST MARRIOTT     159,100
                  159,100      3.00   UNLIMITED           NATURAL  NONE
                  190,920

#179-SUITE R3      69,380      3.00   UNLIMITED           NATURAL  NONE
HOST MARRIOTT      86,725
                   86,725      3.00   UNLIMITED           NATURAL  NONE
                  104,070
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

           PRIMARY                                                   ANNUAL
          SECONDARY     SQUARE     LEASE   LEASE   OPTION  MINIMUM   MINIMUM   OVERAGE  CEILING  BREAKPOINT
 TENANT     CODES        FEET      BEGIN    END     #/MOS  RENT/SF    RENT       %      (000'S)   (000'S)   RECOVERIES
- -------- ----------- ------------ ------- ------- -------- -------- --------- --------- -------  ---------- ----------
<S>      <C>         <C>          <C>     <C>     <C>      <C>       <C>      <C>       <C>      <C>         <C>
                         16,158
                         ------
                      1,203,310
                      =========
</TABLE>




<PAGE>







                       =================================
                       PRO-JECT +PLUS ASSUMPTIONS REPORT
                       =================================










<PAGE>
                             GRAPEVINE MILLS (4/98)
                            PROJECT DESIGNATOR: GV98
                           PROJECT ASSUMPTIONS REPORT
                               EXCLUDING TENANTS
                                7/30/98 @ 13:57


BUILDING PROLOGUE
- -----------------

LEASEHOLD ANALYSIS OF GRAPEVINE MILLS (4/98) BEGINNING 7/1997
FOR 25 YEARS ON A FISCAL YEAR BASIS

AREA MEASURES
- -------------

SGLA
DESCRIBED AS GLA MALL SHOPS ONLY (EXCL. FOOD COURT)
1997 VALUE -   511,394
THEREAFTER - CONSTANT

AGLA
DESCRIBED AS GROSS LEASEABLE AREA; ANCHOR SPACE ONLY
1997 VALUE -   661,642
THEREAFTER - CONSTANT

FGLA
DESCRIBED AS GLA, FOOD COURT (INCL. FOOD COURT KIOSKS)
1997 VALUE -    11,532
THEREAFTER - CONSTANT

MGLA
DESCRIBED AS TOTAL SPECIALTY SHOP GLA
+100.0% OF SGLA+100.0% OF FGLA

TAXA 
DESCRIBED AS TOTAL GLA FOR ANCHOR TAX RECOVERY. EXCLUDES AMC.
+100.0% OF MGLA+100.0% OF AGLA
+100.0% OF RGLA+100.0% OF KGLA

GLOA
DESCRIBED AS AVERAGE OCCUPIED AREA FOR MALL SHOP RECOVERIES. EXCLUDES ANCHOR
TENANTS. (PRIMARY CODE 3)
1997 VALUE -   87,823
1998 VALUE -  466,749
1999 VALUE -  503,221
2000 VALUE -  531,887
2001 VALUE -  537,166
2002 VALUE -  512,434
2003 VALUE -  534,215
2004 VALUE -  539,610
2005 VALUE -  539,143
2006 VALUE -  534,055
2007 VALUE -  526,831
2008 VALUE -  522,016
2009 VALUE -  538,575
2010 VALUE -  503,823
2011 VALUE -  541,668
2012 VALUE -  538,338
2013 VALUE -  519,290
2014 VALUE -  518,823
2015 VALUE -  496,132
2016 VALUE -  522,684
2017 VALUE -  487,713
2018 VALUE -  525,461
2019 VALUE -  523,410
2020 VALUE -  517,598
2021 VALUE -  517,938
THEREAFTER - CONSTANT

<PAGE>
                                                                          PAGE 2

RGLA
DESCRIBED AS SPECIALTY RESTAURANT GLA
1997 VALUE -   16,158
THEREAFTER - CONSTANT

KGLA
DESCRIBED AS KIOSK GLA
1997 VALUE -    2,584
THEREAFTER - CONSTANT

OGLA 
+100.0% OF MGLA+100.0% OF RGLA

PCCF
DESCRIBED AS FOOD COURT OCCUPIED AREA; UTILIZED FOR FOOD COURT RECOVERY
1997 VALUE -   1,922
1998 VALUE -  11,532
1999 VALUE -  11,532
2000 VALUE -  11,532
2001 VALUE -  11,532
2002 VALUE -  11,532
2003 VALUE -  11,532
2004 VALUE -  11,532
2005 VALUE -  11,532
2006 VALUE -  11,532
2007 VALUE -  11,532
2008 VALUE -  11,532
2009 VALUE -  11,532
2010 VALUE -   9,610
2011 VALUE -  11,532
2012 VALUE -  11,532
2013 VALUE -  11,532
2014 VALUE -  11,532
2015 VALUE -  11,532
2016 VALUE -  11,532
2017 VALUE -   9,610
2018 VALUE -  11,532
2019 VALUE -  11,532
2020 VALUE -  11,532
2021 VALUE -  11,532
THEREAFTER - CONSTANT

GROWTH RATES
- ------------

RENG
DESCRIBED AS GROWTH RATE FACTOR; RENT GROWTH
1997 VALUE -  2.00
1998 VALUE -  2.00
1999 VALUE -  3.00
2000 VALUE -  3.00
THEREAFTER - CONSTANT

SALG
DESCRIBED AS GROWTH RATE FACTOR; SALES GROWTH
1997 VALUE -  6.00
1998 VALUE -  6.00
1999 VALUE -  5.00
2000 VALUE -  4.00
2001 VALUE -  3.00
THEREAFTER - CONSTANT

MISG
DESCRIBED AS GROWTH RATE FACTOR; MISCELLANEOUS
1997 VALUE -   3.00
THEREAFTER - CONSTANT
<PAGE>
                                                                          PAGE 3

EXPG
DESCRIBED AS GROWTH RATE FACTOR; EXPENSES GROWTH
1997 VALUE -  3.50
THEREAFTER - CONSTANT

CPIG
DESCRIBED AS GROWTH RATE FACTOR; CONSUMER PRICE INDEX (CP1)
1997 VALUE -   3.50
THEREAFTER- CONSTANT

1\
DESCRIBED AS GROWTH RATE FACTOR; ENERGY GROWTH
ZERO

TAXG
DESCRIBED AS GROWTH RATE FACTOR; REAL ESTATE TAX GROWTH
1997 VALUE -  3.50
THEREAFTER - CONSTANT

MARKET RATES
- ------------

8501
DESCRIBED AS CAM RECOVERY WITH $8.50 CAP. FUTURE POOL 1 RECOVERY.
1997 VALUE -   8.50
1998 VALUE -   8.50
THEREAFTER - EXPENSE CAM1 DIVIDED BY AREA MEASURE GOLA

8502
DESCRIBED AS CAM RECOVERY WITH $8.50 CAP. FUTURE POOL 2 RECOVERY.
1997 VALUE -   8.50
1998 VALUE -   8.50
THEREAFTER - EXPENSE CAM2 DIVIDED BY AREA MEASURE GLOA

SALA 
DESCRIBED AS MARKET RATE FOR ANCHOR SALES
1997 VALUE -    150
1998 VALUE -    150
THEREAFTER - GROWING AT GROWTH RATE SALG

SALM
DESCRIBED AS AVERAGE SALES RATE; MALL SHOP TENANTS
1997 VALUE -    250
1998 VALUE -    250
THEREAFTER - GROWING AT GROWTH RATE SALG

SALF
DESCRIBED AS AVERAGE SALES RATE; FOOD COURT TENANTS
1997 VALUE -    500
1998 VALUE -    500
THEREAFTER - GROWING AT GROWTH RATE SALG

MKTK
DESCRIBED AS MARKET RENT; KIOSKS
1997 VALUE -    150
1998 VALUE -    150
THEREAFTER - GROWING AT GROWTH RATE RENG

MKT1
DESCRIBED AS N/A
1997 VALUE -  40.00
1998 VALUE -  40.00
THEREAFTER - GROWING AT GROWTH RATE RENG

MKT2
DESCRIBED AS MARKET RENT; TENANTS LESS THAN 1200 SF
1997 VALUE -  40.00

<PAGE>
                                                                          PAGE 5

2008 VALUE -    2.00
THEREAFTER - CONSTANT

COMB
DESCRIBED AS COMMISSION RATE; BLENDED BASED ON WEIGHTED RENEWAL PROBABILITY
+35.0% OF COMN +65.0% OF COMR

ALTN
DESCRIBED AS ALTERATION RATE; NEW TENANTS
1997 VALUE -   15.00
1998 VALUE -   15.00
THEREAFTER - GROWING AT GROWTH RATE EXPG

ALTR
DESCRIBED AS ALTERATION RATE; RENEWAL TENANTS
1997 VALUE -    5.00
1998 VALUE -    5.00
THEREAFTER - GROWING AT GROWTH RATE EXPG

ALTB
DESCRIBED AS ALTERATION RATE; BLENDED BASED ON WEIGHTED RENEWAL PROBABILITY
+35.0% OF ALTN+65.0% OF ALTR

RESR
DESCRIBED AS RESERVE RATE; STRUCTURAL RESERVES
1997 VALUE -   0.20
1998 VALUE -   0.20
THEREAFTER - GROWING AT GROWTH RATE EXPG

CAM1
DESCRIBED AS COMMON AREA MAINTENANCE RECOVERY; GLA BASIS
1997 VALUE -   13.22
1998 VALUE -   13.22
THEREAFTER - EXPENSE CAM DIVIDED BY AREA MEASURE GLOA

1051
DESCRIBED AS CAM RECOVERY WITH $10.50 CAP. FUTURE POOL 1 RECOVERY.
1997 VALUE -   10.50
1998 VALUE -   10.50
THEREAFTER - EXPENSE CAM1 DIVIDED BY AREA MEASURE GLOA

1052
DESCRIBED AS CAM RECOVERY WITH $10.50 CAP. FUTURE POOL 2 RECOVERY.
1997 VALUE -   10.50
1998 VALUE -   10.50
THEREAFTER - EXPENSE CAM2 DIVIDED BY AREA MEASURE GLOA

CAM2
DESCRIBED AS TAX RECOVERY; GLA BASIS
1997 VALUE -   11.50
1998 VALUE -   11.50
THEREAFTER - EXPENSE CAM2 DIVIDED BY AREA MEASURE GLOA

ENGR
DESCRIBED AS TAX RECOVERY; LMA 80% BASIS
1997 VALUE -    0.38
1998 VALUE -    0.38
THEREAFTER - EXPENSE ENGR DIVIDED BY AREA MEASURE GLOA

W/SR
DESCRIBED AS MISCELLANEOUS EXPENSE
1997 VALUE -    0.06
THEREAFTER GROWING AT GROWTH RATE EXPG

MK12
DESCRIBED WATER SEWER RECOVERY RATE; GLOA BASIS
1997 VALUE -   13.00
THEREAFTER - GROWING AT GROWTH RATE RENG


<PAGE>
                                                                          PAGE 6

C105
1997 VALUE -   10.50
1998 VALUE -   10.50
THEREAFTER - EXPENSE CAM1 DIVIDED BY AREA MEASURE GLOA

MISCELLANEOUS  INCOMES
- ----------------------

PUSH CART INCOME
1997 VALUE -   900,000
1998 VALUE -   900,000
THEREAFTER - GROWING ART GROWTH RATE MISG

TEMPORARY TENANTS
1997 VALUE -   440,000
1998 VALUE -   400,000
1999 VALUE -   400,000
2000 VALUE -   350,000
THEREAFTER - GROWING AT GROWTH RATE MISG

MISCELLANEOUS
1997 VALUE -   975,000
1998 VALUE -   975,000
THEREAFTER - GROWING AT GROWTH RATE MISG

EXPENSES
- ---------

COMMON AREA MAINT., REFERRED TO AS CAME
DESCRIBED AS COMMON AREA MAINTENANCE EXPENSE;
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -  5,240,000
1998 VALUE -  5,240,000
THEREAFTER - GROWING AT GROWTH RATE ECPG

CAN-ANCHOR CONTR., REFERRED TO AS CAMA
DESCRIBED AS COMMON AREA MAINTENANCE; ANCHOR CONTRIBUTIONS
AN INFORMATIONAL EXPENSE
1997 VALUE -  262,023
1998 VALUE -  781,265
1999 VALUE -  811,883
2000 VALUE -  840,299
2001 VALUE -  869,710
2002 VALUE -  877,841
2003 VALUE -  793,177
2004 VALUE -  820,876
2005 VALUE -  849,605
2006 VALUE -  879,343
2007 VALUE -  908,194
2008 VALUE -  928,903
2009 VALUE -  961,413
2010 VALUE -  995,064
2011 VALUE -1,029,892 
2012 VALUE -1,039,603 
2013 VALUE -  701,078
2014 VALUE -  704,448
2015 VALUE -  729,104
2016 VALUE -  747,635
2017 VALUE -  737,646
2018 VALUE -  371,357
2019 VALUE -  378,182
2020 VALUE -  391,419
2021 VALUE -  405,118
THEREAFTER - CONSTANT

CAN-MALL RECOVERY, REFERRED TO AS CAMM
<PAGE>
                                                                          PAGE 7
DESCRIBED AS COMMON AREA MAINTENANCE; MALL TENANT RECOVERY
AN INFORMATION EXPENSE
CONSTANT

MANAGEMENT FEE  , REFERRED TO AS MGTE
DESCRIBED AS RECOVERABLE MANAGEMENT FEE
AN INFORMATION EXPENSE
1997 VALUE -     319,778
1998 VALUE -   1,003,682
1999 VALUE -   1,065,233
2000 VALUE -   1,107,436
2001 VALUE -   1,128,487
2002 VALUE -   1,109,021
2003 VALUE -   1,183,736
2004 VALUE -   1,204,029
2005 VALUE -   1,216,216
2006 VALUE -   1,221,315
2007 VALUE -   1,251,624
2008 VALUE -   1,304,917
2009 VALUE -   1,339,220
2010 VALUE -   1,335,381
2011 VALUE -   1,415,365
2012 VALUE -   1,437,656
2013 VALUE -   1,403,144
2014 VALUE -   1,449,025
2015 VALUE -   1,456,235
2016 VALUE -   1,516,666
2017 VALUE -   1,462,678
2018 VALUE -   1,529,928
2019 VALUE -   1,555,287
2020 VALUE -   1,570,531
2021 VALUE -   1,618,650
THEREAFTER - CONSTANT
            
REAL ESTATE TAXES, REFERRED TO AS TAXE
DESCRIBED AS REAL ESTATE TAX EXPENSE
ASSOCIATED WITH PROPERTY ASSESSMENT
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -   2,779,560
1998 VALUE -   2,779,560
THEREAFTER - GROWING AT GROWTH RATE TAXG

TAX-ANCHOR CONTR., REFERRED TO AS TAXA
DESCRIBED AS REAL ESTATE TAX EXPENSE; ANY ANCHOR CONTRIBUTIONS
AN INFORMATIONAL EXPENSE
1997 VALUE -   1,323,264
1998 VALUE -   1,323,264
1999 VALUE -   1,377,428
2000 VALUE -   1,452,758
2001 VALUE -   1,523,338
2002 VALUE -   1,574,928
2003 VALUE -   1,632,842
2004 VALUE -   1,690,383
2005 VALUE -   1,751,209
2006 VALUE -   1,817,146
2007 VALUE -   1,883,207
2008 VALUE -   1,967,388
2009 VALUE -   2,038,388
2010 VALUE -   4,097,475
2011 VALUE -   2,175,900
THEREAFTER - GROWING AT GROWTH RATE TAXG

TAX-MALL RECOVERY, REFERRED TO AS TAXM
DESCRIBED AS REAL ESTATE TAX EXPENSE; MALL TENANT RECOVERY
AN INFORMATIONAL EXPENSE
+100.0% OF TAXE-100.0% OF TAXA

RESERVES     , REFERRED TO AS RESE
DESCRIBED AS RECOVERABLE RESERVE EXPENSE

<PAGE>
                                                                          PAGE 8

AN INFORMATIONAL EXPENSE
MARKET RATE RESR MULTIPLIED BY AREA MEASURE OGLA

AMORITZATION,    REFERRED TO AS AMOR
DESCRIBED AS RECOVERABLE CAM BASIS, NET OF ADMIN. FEE
AN INFORMATIONAL EXPENSE
1997 VALUE -   30,000
1998 VALUE -   30,000
THEREAFTER - GROWING AT GROWTH RATE MISG

FOOD COURT EXPENSE, REFERRED AS FCTE
DESCRIBED AS FOOD COURT EXPENSE
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -  315,000
1998 VALUE -  315,000
THEREAFTER - GROWING AT GROWTH RATE EXPG

FCTE RECOVERY  , REFERRED TO AS FCTR
DESCRIBED AS RECOVERABLE FOOD COURT EXPENSE; INCL.ADMIN.FEE
1997 VALUE -  314,000
1998 VALUE -  314,000
THEREAFTER - +115.0% OF FCTE

GENERAL & ADMIN.  , REFERRED TO AS G&AE
DESCRIBED AS NON-RECOVERABLE GENERAL AND ADMINISTRATIVE EXPENSES
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -   590,000
1998 VALUE -   590,000
THEREAFTER - GROWING AT GROWTH RATE EXPG

MISCELLANEOUS  , REFERRED TO AS MISE
DESCRIBED AS NON-RECOVERABLE MISCELLANEOUS EXPENSE
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -   50,000
1998 VALUE -   50,000
THEREAFTER - GROWING AT GROWTH RATE EXPG

CAM-ANCHORS  , REFERRED TO AS CAMP
DESCRIBED AS CAM EXPENSE WITH ADMIN.FEE FOR PRORATA ANCHOR CONTRIBUTION
AN INFORMATIONAL EXPENSE
+115.0% OF CAME

SPECIAL ASSESSMT., REFERRED TO AS RET1
DESCRIBED AS  RECOVERABLE PORTION OF TAX EXPENSE ASSOCIATED WITH SPECIAL
ASSESSMENT DISTRICT
AN INFORMATIONAL EXPENSE
1997 VALUE -   0.00
THEREAFTER - CONSTANT

RECOV.TAXES-ANCHOR, REFERRED TO AS RET2
DESCRIBED AS  RECOVERABLE TAXES-ANCHOR TENANTS
AN INFORMATIONAL EXPENSE
+100.0% OF TAX+100.0% OF RET1

TOTAL TAXES    , REFERRED TO AS RET3
AN INFORMATIONAL EXPENSE
+100.0% OF TAXE +100.0% OF RET1

CAM+AMOR+MGT+15%  , REFERRED TO AS CAM1
AN INFORMATIONAL EXPENSE
+115.0% OF CAME+115.0% OF AMOR
+115.0% OF MGTE-100.0% OF CAMA

CAM+AMOR+15    , REFERRED TO AS CAM2
DESCRIBED AS  FOOD COURT EXPENSE; WITH MARK UP FOR RECOVERY
AN INFORMATIONAL EXPENSE
+115.0% OF CAME+115.0% OF AMOR

<PAGE>
                                                                          PAGE 9

- -100.0% OF CAMA

ENERGY RECOVERY  , REFERRED TO AS ENGR
DESCRIBED AS  GENERAL & ADMINISTRATIVE EXPENSE;
AN INFORMATIONAL EXPENSE
1997 VALUE -   174,160
1998 VALUE -   175,000
THEREAFTER - GROWING AT GROWTH RATE EXPG

WATER/SEWER REC., REFERRED TO AS W/SR
AN INFORMATIONAL EXPENSE
1997 VALUE -   30,000
1998 VALUE -   30,000
THEREAFTER - GROWING AT GROWTH RATE EXPG

WATER/SEWER  , REFERRED TO AS W&SE
AN INFORMATIONAL EXPENSE
MARKET RATE W/SR MULTIPLIED BY AREA MEASURE GLOA

VACANCY ALLOWANCE
- ------------------

PERCENTAGE OF POTENTIAL GROSS INCOME
FOR ALL TENANTS SUBJECT TO VACANCY
1997 VALUE -   5.00
THEREAFTER - CONSTANT

MANAGEMENT FEE
- --------------

PERCENTAGE OF MINIMUM AND PERCENTAGE RENTS ONLY
FOR ALL TENANTS
PASSED THROUGH TO TENANTS USING EXPENSE MGTE
1997 VALUE -    5.00
THEREAFTER - CONSTANT

COMMISSION CALCULATIONS
- -----------------------

STANDARD METHOD #1 - PERCENT OF EACH YEAR'S RENT:

STANDARD METHOD #2 - PERCENT OF EACH YEAR'S RENT:

STANDARD METHOD #3 - 0.000% OF TOTAL RENT

STANDARD METHOD #4 - 0.000% OF TOTAL RENT

STANDARD METHOD #5 - 0.000% OF TOTAL RENT

COMMISSION PAYOUTS
- ------------------

STANDARD METHOD #1 - PAID IN SPECIFIED ANNUAL PERCENTAGES:
YEAR 1 - 33.333%
YEAR 2 - 33.333%
YEAR 3 - 33.333%


STANDARD METHOD #2 - PAID IN SPECIFIED ANNUAL PERCENTAGES:
YEAR 1 - 33.333%
YEAR 2 - 33.333%
YEAR 3 - 33.333%


STANDARD METHOD #3 - CASHED OUT
<PAGE>
                                                                         PAGE 10
STANDARD METHOD #4 - CASHED OUT

STANDARD METHOD #5 - CASHED OUT

ALTERATION CALCULATION 
- ----------------------

1997 VALUE - 0.0
THEREAFTER - CONSTANT

ALTERATION PAYOUTS
- ------------------

STANDARD METHOD #1 - CASHED OUT 
                                
STANDARD METHOD #2 - CASHED OUT 
                                
STANDARD METHOD #3 - CASHED OUT 

STANDARD METHOD #4 - CASHED OUT 
                                
STANDARD METHOD #5 - CASHED OUT 

COMMON AREA MAINTENANCE POOL
- --------------------------

CONTRIBUTION CONTAINED IN EXPENSE CAMA
BASED ON RECOVERIES ASSIGNED TO COST CENTER   2 - CAM-ANCHOR TENANTS
FOR THOSE TENANTS WITH THE FOLLOWING PRIMARY CLASSIFICATION CODE(S):
  3 - ANCHORS

CAPITAL EXPENDITURES
- --------------------

STRUCTURAL RESERVE
MARKET RATE RESR MULTIPLIED BY AREA MEASURE TAXA

/1
ZERO

/2
ZERO

PRIMARY CLASSIFICATION CODES
- ----------------------------

  1 - MALL SHOPS
  2 - FOOD COURT
  3 - ANCHORS
  4 - KIOSKS
  5 - RESTAURANT

SECONDARY CLASSIFICATION CODES
- ------------------------------

  1 - XXX
  2 - LESS THAN 1200 SF
  3 - 1201-2000 SF
  4 - 2001-3500 SF
  5 - 3501-5000 SF
  6 - 5001-7500 SF
  7 - GREATER THAN 7500 SF

<PAGE>

                                                                         PAGE 11

  8 - FOOD COURT
  9 - ANCHORS
 10 - KIOSKS
 11 - RESTAURANT
 12 - IWERKS
 13 - XXX
 14 - XXX
 15 - XXX
 16 - XXX
 17 - XXX
 18 - XXX
 19 - XXX
 20 - XXX
 21 - XXX
 22 - XXX
 23 - XXX
 24 - XXX
 25 - XXX
 26 - XXX
 27 - XXX
 28 - XXX
 29 - XXX
 30 - XXX
 31 - XXX
 32 - XXX

COST CENTERS
- ------------

  1 - CAM-MALL TENANTS
  2 - CAM-ANCHOR TENANTS
  3 - TAX-MALL TENANTS
  4 - TAX-ANCHOR TENANTS
  5 - ENERGY RECOVERY
  6 - WATER/SEWER
  7 - WATER/SEWER
  8 - FOOD COURT CAM
  9 - TAX-ANCHOR TENANTS
 10 - ENERGY RECOVERY
 11 - FOOD CT RECOVERY

SALES VOLUME PROFILE
- --------------------

           PERCENT OF     RELATIVE
MONTH     ANNUAL SALES     VOLUME
- -----     ------------    --------
 JAN         7.99%         0.96
 FEB         7.76%         0.93
 MAR         8.68%         1.04
 APR         8.73%         1.05
 MAY         7.53%         0.90
 JUN         7.26%         0.87
 JUL         7.20%         0.86
 AUG         7.46%         0.90
 SEP         9.18%         1.10
 OCT         7.48%         0.90
 NOV         9.00%         1.08
 DEC        11.73%         1.41
          -----------     --------
TOTAL      100.00%        12.00

GLOBAL RECOVERIES
- -----------------

<PAGE>

                                                                         PAGE 12

CAM - POOL 1     , REFERRED TO AS 8501
DESCRIBED AS GLOBAL RECOVERY:CAM FOR SPECIALTY SHOPS
ASSIGNED TO COST CENTER   1 - CAM-MALL TENANTS
RECOVERY OF AMOUNTS OR RATES GROWING AT A RATE
YEAR 1 VALUE - 8.50/SF
YEAR 2 VALUE - 8.50/SF
YEAR 3 VALUE - MARKET RATE CAM1
THEREAFTER   - GROWING AT GROWTH RATE EXPG
CAP          - NONE

CAM - POOL 2      , REFERRED TO AS 8502
DESCRIBED AS GLOBAL RECOVERY:TAXES FOR SPECIALTY SHOPS
ASSIGNED TO COST CENTER   1 - CAM-MALL TENANTS
RECOVERY OF AMOUNTS OR RATES GROWING AT A RATE
YEAR 1 VALUE - 8.50/SF
YEAR 2 VALUE - 8.50/SF
YEAR 3 VALUE - MARKET RATE CAM2
THEREAFTER   - GROWING AT GROWTH RATE EXPG
CAP          - NONE

TAX-MALL RECOVERY, REFERRED TO AS TAXM
DESCRIBED AS GLOBAL RECOVERY; ENERGY/UTILITIES
ASSIGNED TO COST CENTER   3 - TAX-MALL TENANTS
PRO RATA SHARE RECOVERY OF EXPENSE TAXM
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE GLOA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

CAM - POOL 1      , REFERRED TO AS 1051
DESCRIBED AS CAM RECOVERY ANCHOR'S PAYING PRO RATA SHARE
ASSIGNED TO COST CENTER   1 - CAM-MALL TENANTS
RECOVERY OF AMOUNTS OR RATES GROWING AT A RATE
YEAR 1 VALUE - 10.50/SF
YEAR 2 VALUE - 10.50/SF
YEAR 3 VALUE - MARKET RATE CAM1
THEREAFTER   - GROWING AT GROWTH RATE EXPG
CAP          - NONE

CAM - POOL 1      , REFERRED TO AS 1052
DESCRIBED AS GLOBAL RECOVERY; TRASH/RUBBISH
ASSIGNED TO COST CENTER   1 - CAM-MALL TENANTS
RECOVERY OF AMOUNTS OR RATES GROWING AT A RATE
YEAR 1 VALUE - 10.50/SF
YEAR 2 VALUE - 10.50/SF
YEAR 3 VALUE - MARKET RATE CAM1
THEREAFTER   - GROWING AT GROWTH RATE EXPG
CAP          - NONE

GLB1
DESCRIBED AS GLOBAL RECOVERY; WATER/SEWER
GLOBAL GROUPING
GLOBAL RECOVERY 8501
GLOBAL RECOVERY TAXM
GLOBAL RECOVERY ENGR
GLOBAL RECOVERY W/SR

GLB2
DESCRIBED AS GLOBAL GROUPING; RECOVERABLE EXPENSES (SPECIALTY SHOPS EXCLUSIVE
OF FOOD COURT)
GLOBAL GROUPING
GLOBAL RECOVERY 8502
GLOBAL RECOVERY TAXM
GLOBAL RECOVERY ENGR
GLOBAL RECOVERY W/SR

GLB3
DESCRIBED AS GLOBAL GROUPING OF RECOVERIES; STANDARD FOR FOOD COURT TENANTS

<PAGE>
                                                                         PAGE 13

GLOBAL GROUPING
GLOBAL RECOVERY 1051
GLOBAL RECOVERY TAXM
GLOBAL RECOVERY ENGR
GLOBAL RECOVERY W/SR


GLB4
DESCRIBED AS GLOBAL RECOVERY; FOOD COURT
GLOBAL GROUPING
GLOBAL RECOVERY 1052
GLOBAL RECOVERY TAXM
GLOBAL RECOVERY ENGR
GLOBAL RECOVERY W/SR

CAM+AMOR+15%, REFERRED TO AS CAMM
DESCRIBED AS GLOBAL GROUPING OF RECOVERIES; NEW STANDARD (LMA 80% BASIS)
ASSIGNED TO COST CENTER   1 - CAM-MALL TENANTS
PRO RATA SHARE RECOVERY OF EXPENSE CAM1
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE GLOA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

GLBM
DESCRIBED AS GLOBAL RECOVERY; TAX LMA 80% BASIS
GLOBAL GROUPING
GLOBAL RECOVERY CAMM
GLOBAL RECOVERY TAXM
GLOBAL RECOVERY W/SR
GLOBAL RECOVERY ENGR

ENERGY RECOVERY     , REFERRED TO AS ENGR
DESCRIBED AS GLOBAL RECOVERY; CAM GLA BASIS
ASSIGNED TO COST CENTER   5 - ENERGY RECOVERY
RECOVERY OF AMOUNTS OR RATES GROWING AT A RATE
YEAR 1 VALUE - MARKET RATE ENGR
THEREAFTER   - GROWING AT 0.00%
CAP          - NONE

WATER/SEWER     , REFERRED TO AS W/SR
DESCRIBED AS ENERGY RECOVERY; CHARGED TO ALL MALL SHOPS AND INTERIOR ANCHORS.
RATE REFLECTS ADDITIONAL RECEIPTS RECEIVED.
ASSIGNED TO COST CENTER   6- WATER/SEWER
PRO RATA SHARE RECOVERY OF EXPENSE W&SE
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE GLOA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

FCTE RECOVERY      , REFERRED TO AS FCTR
ASSIGNED TO COST CENTER   8 - FOOD COURT CAM
PRO RATA SHARE RECOVERY OF EXPENSE FCTR
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE OCCF
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

TENANT PROLOGUE
- ---------------

MINIMUM RENTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/SQUARE FOOT/YESR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOD/YEAR

SALES VOLUMES AND BREAKPOINTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

<PAGE>
                                                                         PAGE 14

RENEWAL RENTS ARE COMPOUNDED ANNUALLY
RELETTING DOWNTIME AND EXPENSES ARE NOT CONDITIONAL ON GOING TO MARKET

REFERENCE TENANTS
- -----------------

THERE ARE A TOTAL OF 9 REFERENCE TENANT(S):

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

# 1 - MKT2
BASE LEASE DATES:   1/1994 TO 12/2003
TYPE OF TENANT:     RETAIL
SQUARE FOOTAGE:          1
PRIMARY CODE:            1 - MALL SHOPS
SECONDARY CODE:          2 - LESS THAN 1200 SF
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -  0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -       0/YEAR
THEREAFTER    - GROWING AT 0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:


       LENGTH        VACANT    SQ FT     MONTHS OF                              
TERM   YEAR.MONTHS   MONTHS   INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS 
- ----   -----------   -------  --------   ---------   -----------   ---------   
 1        10.00          2      NONE       NONE         YES            YES     
 2        10.00          2      NONE       NONE         YES            YES     
                                                                               
RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT2
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 48
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES: 

GLOBAL GROUPING
GLOBAL RECOVERY GLBM

RENEWAL COMMISSIONS: MARKET RATE COMB
RENEWAL PAYPOUT:     CASHED OUT

RENEWAL ALTERATIONS: MARKET RATE ALTB
RENEWAL PAYOUT:      CASHED OUT


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

# 2 - SUITE 1 ,MKT2
BASE LEASE DATES:   1/1994 TO 12/2003
<PAGE>

                                                                         PAGE 15


TYPE OF TENANT:     RETAIL
SQUARE FOOTAGE:          1
PRIMARY CODE:            1 - MALL SHOPS
SECONDARY CODE:          2 - LESS THAN 1200 SF
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -  0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -       0/YEAR
THEREAFTER    - GROWING AT 0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSION: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:


          LENGTH     VACANT    SQ FT      MONTHS OF                    
TERM   YEAR.MONTHS   MONTHS   INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS 
- ----   -----------   -------  --------   ---------   -----------   ---------   
 1        10.00          2      NONE       NONE         YES            YES     
 2        10.00          2      NONE       NONE         YES            YES     
                                                                               
RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT2
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
 10.00 AFTER MONTH 48
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLBM

RENEWAL COMMISSIONS: MARKET RATE COMB
RENEWAL PAYPOUT:     CASHED OUT

RENEWAL ALTERATIONS: MARKET RATE ALTB
RENEWAL PAYOUT:      CASHED OUT


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

#3 - MKT3
BASE LEASE DATES:   1/1994 TO 12/2003
TYPE OF TENANT:     RETAIL
SQUARE FOOTAGE:          1
PRIMARY CODE:            1 - MALL SHOPS
SECONDARY CODE:          3 - 1201-2000 SF
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -  0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -       0/YEAR
THEREAFTER    - GROWING AT 0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT

<PAGE>
                                                                         PAGE 17


 1        10.00          2      NONE       NONE         YES            YES     
 2        10.00          2      NONE       NONE         YES            YES     
                                                                               
RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT4
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 48
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM LEASE

RENEWAL RECOVERIES: NONE

GLOBAL GROUPING
GLOBAL RECOVERY GLBM

RENEWAL COMMISSIONS: MARKET RATE COMB
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS: MARKET RATE ALTB
RENEWAL PAYOUT:      CASHED OUT

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

#5 - MKT5
BASE LEASE DATES:   1/1994 TO 12/2003
TYPE OF TENANT:     RETAIL
SQUARE FOOTAGE:          1
PRIMARY CODE:            1 - MALL SHOPS
SECONDARY CODE:          5 - 3501-5000 SF
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -  0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -       0/YEAR
THEREAFTER    - GROWING AT 0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSION: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:


         LENGTH      VACANT    SQ FT     MONTHS OF                              
TERM   YEAR.MONTHS   MONTHS   INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS 
- ----   -----------   -------  --------   ---------   -----------   ---------   
 1        10.00          2      NONE       NONE         YES            YES     
 2        10.00          2      NONE       NONE         YES            YES     
                                                                               
RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT5
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 48
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE
<PAGE>

                                                                         PAGE 18

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLBM

RENEWAL COMMISSIONS: MARKET RATE COMB
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS: MARKET RATE ALTB
RENEWAL PAYOUT:      CASHED OUT
- ---------------------------------------------------------------------

#6 - MKT6
BASE LEASE DATES:   1/1994 TO 12/2003
TYPE OF TENANT:     RETAIL
SQUARE FOOTAGE:          1
PRIMARY CODE:            1 - MALL SHOPS
SECONDARY CODE:          6 - 5001-7500 SF
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -  0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -       0/YEAR
THEREAFTER    - GROWING AT 0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSION: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWAL:


         LENGTH      VACANT    SQ FT     MONTHS OF                              
TERM   YEAR.MONTHS   MONTHS   INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS 
- ----   -----------   -------  --------   ---------   -----------   ---------   
 1        10.00          2      NONE       NONE         YES            YES     
 2        10.00          2      NONE       NONE         YES            YES     
                                                                               
RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT6
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 48
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLBM

RENEWAL COMMISSIONS: MARKET RATE COMB
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS: MARKET RATE ALTB
RENEWAL PAYOUT:      CASHED OUT

<PAGE>

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

#7 - MKT7
BASE LEASE DATES:   1/1994 TO 12/2003
TYPE OF TENANT:     RETAIL
SQUARE FOOTAGE:          1
PRIMARY CODE:            1 - MALL SHOPS
SECONDARY CODE:          7 - GREATER THAN 7500 SF
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -  0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -       0/YEAR
THEREAFTER    - GROWING AT 0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSION: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWAL:


       LENGTH        VACANT   SQ FT      MONTHS OF                              
TERM   YEAR.MONTHS   MONTHS   INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS 
- ----   -----------   -------  --------   ---------   -----------   ---------   
 1        10.00          2      NONE       NONE         YES            YES     
 2        10.00          2      NONE       NONE         YES            YES     
                                                                               
RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT7
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 48
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLBM

RENEWAL COMMISSIONS: MARKET RATE COMB
RENEWAL PAYPOUT:     CASHED OUT

RENEWAL ALTERATIONS : MARKET RATE ALTB
RENEWAL PAYOUT:    CASHED OUT


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

#8 - MKT8
BASE LEASE DATES:   1/1994 TO 12/2006
TYPE OF TENANT:     RETAIL
SQUARE FOOTAGE:          1
PRIMARY CODE:            1 - MALL SHOPS
SECONDARY CODE:          8 - FOOD COURT
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -  0.00/SF/YR
<PAGE>
                                                                         PAGE 20


PERCENTAGE RENT:
INITIAL SALES -       0/YEAR
THEREAFTER    - GROWING AT 0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:


       LENGTH        VACANT   SQ FT      MONTHS OF                              
TERM   YEARS.MONTHS  MONTHS   INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS 
- ----   -----------   -------  --------   ---------   -----------   ---------   
 1        10.00          2      NONE       NONE         YES            YES     
 2        10.00          2      NONE       NONE         YES            YES     
                                                                               
RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKTF
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 48
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLBM

GLOBAL GROUPING
GLOBAL RECOVERY FCTR

RENEWAL COMMISSIONS: MARKET RATE COMB
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS : MARKET RATE ALTB
RENEWAL PAYOUT:       CASHED OUT

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

#9 - MKT9
BASE LEASE DATES:   1/1998 TO 12/2007
TYPE OF TENANT:     RETAIL
SQUARE FOOTAGE:          1
PRIMARY CODE:            4 - KIOSKS
SECONDARY CODE:         10 - KIOSKS
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -  0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -       0/YEAR
THEREAFTER    - GROWING AT 0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE
<PAGE>
                                                                         PAGE 21


ALTERATIONS: NONE

SPECULATIVE RENEWALS:


       LENGTH        VACANT   SQ FT      MONTHS OF                              
TERM   YEARS.MONTHS  MONTHS   INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS 
- ----   -----------   -------  --------   ---------   -----------   ---------   
 1         5.00          2      NONE       NONE         YES            NO      
 2         5.00          2      NONE       NONE         YES            NO      
 3         5.00          2      NONE       NONE         YES            NO      

                                                                               
RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKTK
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%
FROM DATE OF ESTABLISHMENT
WITH /SF/YR STEPS OF
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLBM

RENEWAL COMMISSIONS: MARKET RATE COMB
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS : NONE


<PAGE>


                     PRO-JECT +PLUS LEASE EXPIRATION REPORT


<PAGE>

                            GRAPEVINE MILLS (4/98)
                            PROJECT DESIGNATOR: GV98
                               EXPIRATION REPORT
                        YEARS 1998 TO 2009, ALL TENANTS,
                     INCLUDING OPTIONS, INCLUDING RENEWALS,
                    EXCLUDING BASE LEASES AND PRIOR OPTIONS,
                     BASE RENTS INCLUDING CPI ADJUSTMENTS,
                           INCLUDING PERCENTAGE RENTS
                                7/30/98 @ 13:58

<TABLE>
<CAPTION>

                                         TERM/        BASE                   TOTAL       MARKET
TENANT                   SQUARE FT     END DATE     RENT/SF     RECV/SF     RENT/SF      RENT/SF
- ---------------------   -----------   ----------   ---------   ---------   ---------   ----------
<S>                     <C>           <C>          <C>         <C>         <C>         <C>
#172-SUITE 623                        INITIAL
HEALTH RIDER                1,327     10/1998        28.00       12.52       40.51        33.00
1 FY 99 EXPIRATIONS         1,327                    28.00       12.52       40.51        33.00

# 21-SUITE 108                        INITIAL
SHERYL'S                    5,101     10/1999        24.00        0.44       24.44        19.38

# 25-SUITE 114                        INITIAL
TOTES/SUNGLASS              2,878     12/1999        28.09        0.45       28.53        25.21

#146-SUITE 514                        INITIAL
AMERICAN OUTPOST            3,251     1/2000         25.00       14.55       39.55        25.21
                            -----                    -----       -----       -----        -----
3 FY100 EXPIRATIONS         1,230                    25.34        4.53       29.86        22.56
                            -----                    -----       -----       -----        -----
4 CUMULATIVE EXPS          12,557                    25.62        5.37       30.99        23.67

# 69-SUITE 239                        INITIAL
MATERNITY WORKS             1,610     10/2000        24.94       14.56       39.50        34.67

# 96-SUITE 323                        INITIAL
DALLAS DANCEWEAR            1,362     10/2000        35.00       14.06       49.07        34.67

#102-SUITE 333                        INITIAL
EDWARD SOLOMON              1,460     10/2000        35.00       14.07       49.07        34.67

#118-SUITE 411                        INITIAL
BERMUDA GOLD                1,509     10/2000        30.00       14.54       44.54        34.67

#123-SUITE 417                        INITIAL
WHEELS AND FITNESS          2,391     10/2000        25.00       14.54       39.54        25.21

# 27-SUITE 117                        INITIAL
MIKE BENET FACTORY          2,094     10/2000        30.00       14.06       44.06        25.21

#47-SUITE 205                         INITIAL
LIZ CLAIBORNE               2,667     10/2000        23.00       14.55       37.55        25.21

# 22-SUITE 109                        INITIAL
GREAT IDEAS                 1,110     11/2000        25.01       14.06       39.07        42.02

#116-SUITE 406                        INITIAL
BAKERS OUTLET               3,054     1/2001         20.00       14.97       34.97        26.10

#129-SUITE 424                        INITIAL
J. RIGGINS                  2,915     1/2001         20.00       14.98       34.98        26.10

# 86-SUITE 311                        INITIAL
CORNING REVERE              6,605     1/2001         26.47       17.58       44.05        20.66

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                          TERM/        BASE                   TOTAL      MARKET
TENANT                    SQUARE FT     END DATE     RENT/SF     RECV/SF     RENT/SF     RENT/SF
- ----------------------   -----------   ----------   ---------   ---------   ---------   --------
<S>                      <C>           <C>          <C>         <C>         <C>         <C>
#167-SUITE 612                         INITIAL
URBAN PLANET                 4,264     1/2001        18.00        14.48      32.48       21.75

#171-SUITE 617                         INITIAL
KIRKLANDS                    5,835     1/2001        19.00        14.48      33.48       20.66

#120-SUITE 413                         INITIAL
5-7-9 OUTLET                 2,692     1/2001        20.00        14.98      34.98       26.10
                             -----                   -----        -----      -----       -----
14 FY101 EXPIRATIONS        39,568                   23.54        15.06      38.60       25.49
                            ------                   -----        -----      -----       -----
18 CUMULATIVE EXPS          52,125                   24.04        12.72      36.77       25.05

#114-SUITE 403                         INITIAL
TODAY'S NEWS                 1,092     10/2001       30.00        14.98      44.98       43.49

#126-SUITE 420                         INITIAL
BABY GUESS                   2,408     1/2002        23.00        15.63      38.63       27.01

# 63-SUITE 224                         INITIAL
GAP                          9,769     1/2002        12.00         9.34      21.34       16.88

# 34-SUITE 126                         INITIAL
DALLAS COWBOYS               2,574     2/2002        23.00        17.55      40.55       27.01

#115-SUITE 404                         INITIAL
PREMIER CONCEPTS             1,115     5/2002        52.00        14.99      67.00       45.02
5 FY102 EXPIRATIONS         16,958                   19.02        12.22      31.24       23.42
23 CUMULATIVE EXPS          69,083                   22.81        12.60      35.41       24.65

# 32-SUITE 123                         INITIAL
OBZEET IMPORTED              2,944     10/2002       23.00        15.12      38.12       27.01

# 70-SUITE 240                         INITIAL
BANISTER SHOES               3,508     10/2002       17.00        17.37      34.37       22.51

# 71-SUITE 241                         INITIAL
COASTAL COTTON CO.           1,926     10/2002       28.00        15.12      43.12       37.14

# 72-SUITE 242                         INITIAL
CARTERS FOR KIDS             4,540     10/2002       17.00        15.64      32.64       22.51

# 73-SUITE 244                         INITIAL
FACTORY SHOES                9,795     10/2002       15.05        15.63      30.69       16.88

# 74-SUITE 246                         INITIAL
BAG N' BAGGAGE               5,125     10/2002       19.00        18.33      37.33       21.38

#75-SUITE 248                          INITIAL
L'EGGS HANES                 5,460     10/2002       17.50        15.64      33.14       21.38

#77-SUITE 252                          INITIAL
OSHKOSH B'GOSH               5,005     10/2002       18.00        15.63      33.64       21.38

# 79-SUITE 258                         INITIAL
ROCKY MOUNTAIN                 844     10/2002       40.00        15.64      55.64       45.02

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                        TERM/        BASE                   TOTAL      MARKET
TENANT                  SQUARE FT     END DATE     RENT/SF     RECV/SF     RENT/SF     RENT/SF
- --------------------   -----------   ----------   ---------   ---------   ---------   --------
<S>                    <C>           <C>          <C>         <C>         <C>         <C>
# 81-SUITE 301                       INITIAL
C.R. JEWELERS             1,470      10/2002       55.00       18.33       73.33       37.14

# 83-SUITE 303                       INITIAL
PERFUMANIA                1,199      10/2002       50.21       18.35       68.56       45.02

# 20-SUITE 107                       INITIAL
CUTTING EDGE              1,141      10/2002       25.00       15.64       40.64       45.02

# 90-SUITE 316                       INITIAL
DRESS BARN                8,715      10/2002       16.00       15.63       31.63       16.88

# 92-SUITE 319                       INITIAL
LEE NAILS                   977      10/2002       50.00       18.34       68.34       45.02

# 93-SUITE 320                       INITIAL
NATURALIZER               2,577      10/2002       23.00       15.64       38.64       27.01

# 95-SUITE 322                       INITIAL
QUACKIN UP                1,168      10/2002       30.00       15.64       45.64       45.02

# 35-SUITE 127                       INITIAL
BIG DOG SPORTSWEAR        2,530      10/2002       25.00       15.64       40.64       27.01

# 97-SUITE 325                       INITIAL
FLAG SHOP                 1,023      10/2002       37.50       18.33       55.84       45.02

# 99-SUITE 327                       INITIAL
TWO LIPS                  1,468      10/2002       25.00       18.33       43.32       37.14

#44-SUITE 200                        INITIAL
BRITCHES                  5,458      10/2002       21.00       15.64       36.64       21.38

#103-SUITE 334                       INITIAL
EARTHBOUND TRADING        3,002      10/2002       27.00       18.33       45.33       27.01

#107-SUITE 339                       INITIAL
LIDS                      1,309      10/2002       27.00       15.63       42.63       37.14

#108-SUITE 340                       INITIAL
T-SHIRTS PLUS             1,313      10/2002       30.00       15.63       45.63       37.14

#111-SUITE 344                       INITIAL
COUNTRY CLUTTER           2,238      10/2002       24.00       15.64       39.64       27.01

#112-SUITE 400                       INITIAL
WE'RE ENTERTAIN.          5,332      10/2002       18.00       15.64       33.64       21.38

#113-SUITE 401                       INITIAL
NATIVES                   1,497      10/2002       27.00       15.63       42.63       37.14

# 46-SUITE 204                       INITIAL
HAGGAR                    2,883      10/2002       18.00       15.63       33.64       27.01

# 49-SUITE 207                       INITIAL
LEATHER LOFT              1,650      10/2002       25.00       15.63       40.63       37.14

# 51-SUITE 209                     INITIAL
FRAGRANCE OUTLET       1,937       10/2002       49.11       18.34       67.45       37.14

#119-SUITE 412                     INITIAL
OPC FASHIONS           4,987       10/2002       17.00       15.12       32.12       22.51

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                        TERM/        BASE                   TOTAL       MARKET
       TENANT           SQUARE FT     END DATE     RENT/SF     RECV/SF     RENT/SF      RENT/SF
- --------------------   -----------   ----------   ---------   ---------   ---------   ----------
<S>                    <C>           <C>          <C>         <C>         <C>         <C>
#52-SUITE 210                        INITIAL
BROOKS BROTHERS           5,365      10/2002        20.00       15.64       35.64        21.38

#56-SUITE 216                        INITIAL
NINE WEST OUTLET          3,759      10/2002        18.00       17.37       35.37        22.51

#124-SUITE 418                       INITIAL
JUST SPORTS               3,486      10/2002        32.00       15.64       47.64        27.01

#58-SUITE 218                        INITIAL
CACHE                     2,725      10/2002        23.25       15.64       38.39        27.01

#62-SUITE 222                        INITIAL
DONNA KARAN               5,845      10/2002        24.00       18.34       42.34        21.38

#130-SUITE 425                       INITIAL
LETS TALK CELLULAR        1,144      10/2002        37.00       15.63       52.63        45.02

#134-SUITE 429                       INITIAL
SAMSONITE COMPANY         3,571      10/2002        23.00       15.64       38.63        22.51

#136-SUITE 431                       INITIAL
LENSCRAFTERS              3,579      10/2002        18.00       15.64       33.64        22.51

#143-SUITE 509                       INITIAL
VANS OUTLET               2,260      10/2002        26.00       15.63       41.63        27.01

#145-SUITE 513                       INITIAL
CASUAL MALE               2,803      10/2002        23.00       15.63       38.63        27.01

#29-SUITE 120                        INITIAL
JEWELERS OF L.V.          1,207      10/2002        55.00       18.34       73.34        37.14

#147-SUITE 515                       INITIAL
PERFUMANIA PLUS           3,442      10/2002        32.00       15.64       47.64        27.01

#156-SUITE 544                       INITIAL
VITAMIN WORLD             1,580      10/2002        33.50       15.64       49.14        37.14

#161-SUITE 602                       INITIAL
K.B. TOY WORKS            5,308      10/2002        20.00       15.64       35.64        21.38

#165-SUITE 610                       INITIAL
WORLD TRAVELER            4,905      10/2002        25.00       15.64       40.64        22.51

#66-SUITE 228                        INITIAL
BOSE                      4,134      10/2002        20.00       15.64       35.64        22.51

#168-SUITE 614                       INITIAL
CINNAMONSTER                985      10/2002        60.00       18.34       78.34        45.02

#67-SUITE 236                        INITIAL
BUGLE BOY                 7,093      10/2002        15.00       15.64       30.64        21.38

#68-SUITE 2463                       INITIAL
COLOURS & SCENTS          2,463      10/2002        34.00       18.33       52.34        27.01

#176-SUITE K10                       INITIAL
ZAP!                        292      10/2002        92.10       18.33      110.42       168.81

#91-SUITE 317                        INITIAL
WATCHES, ETC              1,138      11/2002        35.00       15.64       50.64        45.02

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                          TERM/        BASE                   TOTAL      MARKET
        TENANT            SQUARE FT     END DATE     RENT/SF     RECV/SF     RENT/SF     RENT/SF
- ----------------------   -----------   ----------   ---------   ---------   ---------   --------
<S>                      <C>           <C>          <C>         <C>         <C>         <C>
#162-SUITE 604                         INITIAL
BIBLE FACTORY                3,504     12/2002        24.00      18.33        42.33       23.30

#31-SUITE 122                          INITIAL
ALL TIED UP                    973     12/2002        48.88      15.64        64.51       46.59

#170-SUITE 616                         INITIAL
SUNBEAM AND OSTER            3,291     12/2002        23.00      13.88        36.88       27.96

#125-SUITE 419                         INITIAL
ALL THAT JAZZ                3,525     1/2003         16.00      16.03        32.03       23.30

#53-SUITE 212                          INITIAL
GUESS?                       4,586     1/2003         21.00      18.82        39.83       23.30

#128-SUITE 423                         INITIAL
REMINGTON FACTORY            1,255     1/2003         35.00      16.03        51.02       38.44

#151-SUITE 530                         INITIAL
WILSONS LEATHER              3,739     1/2003         22.00      16.03        38.03       23.30

#138-SUITE 500                         INITIAL
DOCKERS OUTLET               4,382     1/2003         19.00      16.03        35.03       23.30

#141-SUITE 506                         INITIAL
LEVIS                        5,125     1/2003         21.00      16.03        37.03       22.13

#122-SUITE 416                         INITIAL
ANCHOR BLUE CLOTHI           4,553     1/2003         18.00      15.50        33.50       23.30

#48-SUITE 206                          INITIAL
ULTRA                        1,124     2/2003         55.00      18.82        73.83       46.59

#137-SUITE 432                         INITIAL
S.C.R.U.B.S.                 3,783     4/2003         24.00      15.36        39.36       23.30

#88-SUITE 313                          INITIAL
I LOVE QUILTS                2,066     5/2003         35.00      18.02        53.02       27.96

#26-SUITE 115                          INITIAL
ORBIT INTERNATIONA           1,643     5/2003         30.00      18.02        48.02       38.44

#181-SUITE 2                           INITIAL
VACANT KIOSK***                400     6/2003        150.00      18.03       168.03      174.72
                             -----                   ------      -----       ------      ------
66 FY103 EXPIRATIONS       204,054                    23.52      16.21        39.73       25.84
                           -------                   ------      -----       ------      ------
89 CUMULATIVE EXPS         273,137                    23.34      15.30        38.64       25.54

#180-SUITE K1                          INITIAL
VACANT KIOSK***                400     11/2003       150.00      18.03       168.03      174.72

#183-SUITE K4                          INITIAL
VACANT KIOSK***                400     12/2003       150.00      17.82       167.82      180.84

#184-SUITE K5                          INITIAL
VACANT KIOSK***                400     3/2004        150.00      18.42       168.42      180.84

#182-SUITE K3                          INITIAL
VACANT KIOSK***                400     5/2004        150.00      18.42       168.42      180.84
                           -------                   ------      -----       ------      ------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                         TERM/        BASE                   TOTAL      MARKET
        TENANT           SQUARE FT     END DATE     RENT/SF     RECV/SF     RENT/SF     RENT/SF
- ---------------------   -----------   ----------   ---------   ---------   ---------   --------
<S>                     <C>           <C>          <C>         <C>         <C>         <C>
 4FY104 EXPIRATIONS         1,600                   150.00       18.17      168.17      179.31
                            -----                   ------       -----      ------      ------
93 CUMULATIVE EXPS        274,737                    24.08       15.31       39.39       26.44

#153-SUITE 534                        INITIAL
WINDSOR OUTLET              6,243     10/2004        23.00       16.54       39.54       22.91

#142-SUITE 507                        INITIAL
FLORSHEIM SHOES             2,300     10/2004        27.93       16.54       44.47       28.93

#24-SUITE 113                         INITIAL
TEXAS TREASURES             1,232     10/2004        26.00       19.43       45.43       39.78

#100-SUITE 328                        INITIAL
JEWELRY BOX OUTLET          1,027     10/2004        63.00       19.43       82.43       48.22

#175-SUITE K9                         INITIAL
VACANT KIOSK***               292     11/2004       150.00        0.00      150.00      180.84
                          -------                   ------       -----      ------      ------
5 FY105 EXPIRATIONS        11,094                    31.40       16.70       48.10       32.53
                          -------                   ------       -----      ------      ------
98 CUMULATIVE EXPS        285,831                    24.36       15.37       39.73       26.67

#87-SUITE 312                         INITIAL
VACANT IN-LINE***           9,178     8/2005         18.72       19.09       37.81       18.72

#23-SUITE 111                         OPTION 1
STUDIO ONE                  1,509     10/2005        40.81        0.00       40.81       41.18

#40-SUITE 136                         INITIAL
VACANT IN-LINE***           2,757     11/2005        22.00       19.09       41.09       29.95

#158-SUITE 548                        INITIAL
VACANT IN-LINE***           5,872     11/2005        21.00       19.09       40.09       23.71

#172-SUITE 623                        RENEWAL 1
HEALT RIDER                 1,327     12/2005        37.02       19.07       56.09       42.62

#42-SUITE 138                         INITIAL
ANN TAYLOR                  7,514     1/2006         17.00       19.92       36.92       19.37

#164-SUITE 608                        INITIAL
VACINT IN-LINE***           4,777     2/2006         22.00       19.82       41.82       25.83

#135-SUITE 430                        INITIAL
VACANT IN LINE***           3,783     2/2006         22.00       19.70       41.70       25.83

#104-SUITE 335                        INITIAL
VACANT IN-LINE***           1,392     2/2006         36.00       19.82       55.82       42.62

#45-SUITE 202                         INITIAL
VACANT IN-LINE***           5,700     5/2006         21.00       19.82       40.82       24.54

#43-SUITE 139                         INITIAL
VACANT IN-LINE***           1,036     5/2006         44.00       19.83       63.83       30.99

#55-SUITE 215                         INITIAL
VACANT IN-LINE***           2,135     5/2006         26.50       19.82       46.33       30.99
                          -------     -------       ------       -----      ------      ------
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                                         TERM/        BASE                   TOTAL       MARKET
        TENANT            SQUARE FT     END DATE     RENT/SF     RECV/SF     RENT/SF      RENT/SF
- ----------------------   -----------   ----------   ---------   ---------   ---------   ----------
<S>                      <C>           <C>          <C>         <C>         <C>         <C>
 12 FY 106
 EXPIRATIONS                46,980                     22.45       18.89       41.34        25.04
                            ------                     -----       -----       -----        -----
110 CUMULATIVE
 EXPS                      332,811                     24.09       15.87       39.96        26.44

#159-SUITE 600                         INITIAL
VACANT IN-LINE***            5,133     8/2006          21.00       19.82       40.82        24.54

#173-SUITE 625                         INITIAL
VACANT IN-LINE***            1,773     8/2006          36.00       19.82       55.82        42.62

#19-SUITE 105                          INITIAL
VACANT IN-LINE***            1,716     10/2006         26.50       19.80       46.31        42.62

#105-SUITE 337                         INITIAL
VACANT IN-LINE***            1,471     10/2006         36.00       19.82       55.82        42.62

#39-SUITE 135                          INITIAL
VACANT IN-LINE***            1,215     11/2006         26.50       19.81       46.31        42.62

#163-SUITE 606                         INITIAL
VACANT IN-LINE***            4,546     11/2006         22.00       19.82       41.82        25.83

#109-SUITE 341                         INITIAL
VACANT IN-LINE***            1,455     11/2006         36.00       19.83       55.83        42.62

#21-SUITE 108                          RENEWAL 1
SHERYL'S                     5,101     12/2006         26.40       19.81       46.21        25.40

#110-SUITE 342                         INITIAL
VACANT IN-LINE***            1,448     2/2007          36.00       20.74       56.74        44.11

#117-SUITE 408                         INITIAL
VACANT IN-LINE***            4,887     2/2007          22.00       21.10       43.10        26.73

#25-SUITE 114                          RENEWAL 1
TOTES/SUNGLASS               2,878     2/2007          35.64       20.74       56.38        32.08

#146-SUITE 514                         RENEWAL 1
AMERICAN OUTPOST             3,251     3/2007          27.74       20.74       48.48        32.08

#18-SUITE 104                          INITIAL
VACANT IN-LINE***            2,566     5/2007          26.50       20.74       47.24        32.08

#89-SUITE 315                          INITIAL
VACANT IN-LINE***            1,425     5/2007          36.00       20.74       56.74        44.11

#17-SUITE 101                          INITIAL
VACANT IN-LINE***            1,812     5/2007          26.50       20.74       47.25        44.11

#60-SUITE 220                          INITIAL
VACANT IN-LINE***            3,289     5/2007          26.00       20.74       46.74        32.08
                           -------                     -----       -----       -----        -----
16 FY107 EXPIRATIONS        43,966                     27.17       20.31       47.48        32.29
                           -------                     -----       -----       -----        -----
126 CUMULATIVE
 EXPS                      376,777                     24.45       16.38       40.84        27.13

#154-SUITE 536                         INITIAL
WARNER BROTHERS              5,449     10/2007         14.35        0.00       14.35        25.40

#41-SUITE 137                          INITIAL
CLAIRE'S BOUTIQUE             1260     10/2007         50.00       21.58       71.58        44.11

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                         TERM/        BASE                   TOTAL       MARKET
        TENANT           SQUARE FT     END DATE     RENT/SF     RECV/SF     RENT/SF      RENT/SF
- ---------------------   -----------   ----------   ---------   ---------   ---------   ----------
<S>                     <C>           <C>          <C>         <C>         <C>         <C>
#157-SUITE 546                        INITIAL
ICING                      1,580      10/2007         45.74       21.58       67.31        44.11

#127-SUITE 421                        INITIAL
 GNC                       1,308      10/2007         39.00       21.58       60.58        44.11

#160-SUITE 601                        INITIAL
SUNGLASS HUT               1,208      10/2007         54.59       18.37       72.95        44.11

#33-SUITE 124                         INITIAL
PRETZEL TIME                 846      10/2007         56.00       18.37       74.37        53.47

#57-SUITE 217                         INITIAL
UNSIA                      1,965      10/2007         33.00       18.38       51.38        44.11

#131-SUITE 426                        INITIAL
MASTER CUTS                1,080      10/2007         37.00       21.58       58.58        53.47

#94-SUITE 321                         INITIAL
BEAUTY EXPRESS             1,122      10/2007         37.01       21.57       58.58        53.47

#169-SUITE 615                        INITIAL
SANRIO                     1,495      10/2007         38.00       18.37       56.36        44.11

#36-SUITE 128                         INITIAL
RACK ROOM                  9,742      10/2007         19.00       18.37       37.37        20.05

#78-SUITE 256                         INITIAL
SUNGLASS HUT                 882      10/2007         65.01       18.38       83.39        53.47

#139-SUITE 501                        INITIAL
RITZ CAMERA                1,570      10/2007         27.00       18.37       45.37        44.11

#140-SUITE 505                        INITIAL
CAMPUS LIFESTYLES          1,307      10/2007         30.00       21.58       51.58        44.11

#37-SUITE 129                         INITAL
SWIM 'N SPORT              2,346      10/2007         24.00       18.37       42.37        32.08

#98-SUITE 326                         INITIAL
AUNTIE ANNES                 858      10/2007         60.00       18.38       78.38        53.47

#50-SUITE 208                         INITIAL
CAR-LENE RESEARCH            972      10/2007         32.00       18.37       50.37        53.47

#101-SUITE 330                        INITIAL
CANDY HEADQUARTERS         1,247      10/2007         60.00       21.57       81.57        44.11

#121-SUITE 414                        INITIAL
PAYLESS SHOESOURCE         3,833      10/2007         22.20       18.37       40.58        26.73

$84-SUITE 305                         INITIAL
GUITARS & CADILLAC         1,477      10/2007         38.00       21.57       59.57        44.11

#148-SUITE 517                        INITIAL
GLORIA JEANS               1,476      10/2007         50.00       18.02       68.02        44.11

#150-SUITE 522                        INITIAL
STOP N SAVE                1,488      10/2007         40.00       18.37       58.37        44.11

#85-SUITE 309                         INITIAL
WILD PAIR                  2,561      10/2007         21.52       18.38       39.90        32.08

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                       TERM/        BASE                   TOTAL       MARKET
       TENANT           SQUARE FT     END DATE     RENT/SF     RECV/SF     RENT/SF      RENT/SF
- --------------------   -----------   ----------   ---------   ---------   ---------   ----------
<S>                    <C>           <C>          <C>         <C>         <C>         <C>
#30-SUITE 121                        INITIAL
ATHLETIC ATTIC             2,996     10/2007         32.00       18.37       50.37        32.08

#65-SUITE 227                        INITIAL
VACANT IN-LINE***          1,875     11/2007         36.00       20.74       56.74        44.11

#61-SUITE 221                        INITIAL
MIKASA                    15,500     11/2007         16.25        5.11       21.36        20.05

#102-SUITE 333                       RENEWAL 1
E|PEDWARD SOLOMON          1,460     12/2007         39.47       20.75       60.22        45.65

#166-SUITE 611                       INITIAL
JUST FOR FEET             19,920     12/2007         28.00       21.58       49.58        20.75

#176-SUITE K10                       RENEWAL 1
ZAP!                         292     12/2007        174.74       20.75      195.49       207.52

#69-SUITE 239                        RENEWAL 1
MATERNITY WORKS            1,610     12/2007         39.47       20.74       60.22        45.65

#118-SUITE 411                       RENEWAL 1
BERMUDA GOLD               1,509     12/2007         39.48       20.75       60.22        45.65

#27-SUITE 117                        RENEWAL 1
MIKE BENET FACTORY         2,094     12/2007         33.00       20.75       53.75        33.20

#47-SUITE 205                        RENEWAL 1
LIZ CLAIBORNE              2,667     12/2007         28.71       20.75       49.46        33.20

#54-SUITE 214                        INITIAL
ACCENTE                    3,766     12/2007         24.00       21.58       45.58        27.67

#96-SUITE 323                        RENEWAL 1
DALLAS DANCEWEAR           1,362     12/2007         39.47       20.74       60.21        45.65

#123-SUITE 417                       RENEWAL 1
WHEELS AND FITNESS         2,391     12/2007         28.71       20.75       49.46        33.20

#28-SUITE 118                        INITIAL
POINT OF VIEW              1,199     1/2008          65.00       19.01       84.01        55.34

#149-SUITE 520                       INITIAL
GREAT TRAIN STORE          1,540     1/2008          35.00       19.00       54.00        45.65

#82-SUITE 302                        INITIAL
ATHLETE'S FOOT            15,664     1/2008          20.00       19.00       39.00        20.75

#152-SUITE 532                       INITIAL
PACIFIC SUNWEAR            3,896     1/2008          23.00       19.00       42.00        27.67

#22-SUITE 109                        RENEWAL 1
GREAT IDEAS                1,110     1/2008          47.85       21.66       69.51        55.34

#106-SUITE 338                       INITIAL
SPENCER GIFTS              1,742     1/2008          33.00       19.01       52.01        45.65

#133-SUITE 428                       INITIAL
SWEET FACTORY              1,042     1/2008          40.00       22.32       62.31        55.34

#144-SUITE 510                       INITIAL
FOOT LOCKER                8,518     1/2008          19.00       19.00       38.00        20.75

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                          TERM/        BASE                   TOTAL       MARKET
        TENANT            SQUARE FT     END DATE     RENT/SF     RECV/SF     RENT/SF      RENT/SF
- ----------------------   -----------   ----------   ---------   ---------   ---------   ----------
<S>                      <C>           <C>          <C>         <C>         <C>         <C>
#64-SUITE 225                          INITIAL
SURREY'S OUTLET              2,635     1/2008          24.00       18.37       42.37        33.20

#76-SUITE 250                          INITIAL
FOOTQUARTERS                 5,500     1/2008          20.00       13.38       33.38        26.29

#59-SUITE 219                          INITIAL
BEBE                         3,543     2/2008          27.00       19.00       46.00        27.67

#116-SUITE 406                         RENEWAL 1
BAKERS OUTLET                3,054     3/2008          28.71       21.67       50.37        33.20

#129-SUITE 424                         RENEWAL 1
J. RIGGINS                   2,915     3/2008          28.71       21.67       50.37        33.20

#86-SUITE 311                          RENEWAL 1
CORNING REVERE               6,605     3/2008          34.32       21.66       55.98        26.29

#171-SUITE 617                         RENEWAL 1
KIRKLANDS                    5,835     3/2008          22.73       21.67       44.39        26.29

#167-SUITE 612                         RENEWAL 1
URBAN PLANET                 4,264     3/2008          23.92       21.66       45.59        27.67

#120-SUITE 413                         RENEWAL 1
5-7-9 OUTLET                 2,692     3/2008          28.71       21.66       50.37        33.20
                             -----                    ------       -----      ------       ------
53 FY108 EXPIRATIONS       176,268                     27.45       17.95       45.40        29.80
                           -------                    ------       -----      ------       ------
179 CUMULATIVE EXPS        553,045                     25.41       16.88       42.29        27.98

#181-SUITE 2                           RENEWAL 1
VACANT KIOSK***                400     8/2008         174.72       21.69      196.41       207.52

#114-SUITE 403                         RENEWAL 1
TODAY'S NEWS                 1,092     12/2008         49.52       21.71       71.23        57.27

#180-SUITE K1                          RENEWAL 1
VACANT KIOSK***                400     1/2009         180.84       21.72      202.56       214.78

#183-SUITE K4                          RENEWAL 1
VACANT KIOSK***                400     2/2009         180.84       21.72      202.56       214.78

#63-SUITE 224                          RENEWAL 1
GAP                          9,769     3/2009          18.57       21.74       40.31        21.48

#126-SUITE 420                         RENEWAL 1
BABY GUESS                   2,408     3/2009          29.71       21.74       51.45        34.36

#34-SUITE 126                          RENEWAL 1
DALLAS COWBOYS               2,574     4/2009          29.71       21.73       51.45        34.36

#184-SUITE K5                          RENEWAL 1
VACANT KIOSK***                400     5/2009         180.84       21.72      202.56       214.78
                           -------                    ------       -----      ------       ------
8 FY109 EXPIRATIONS         17,443                     38.43       21.73       60.17        44.96
                           -------                    ------       -----      ------       ------
187 CUMULATIVE

 EXPS                      570,488                     25.81       17.03       42.84        28.50

</TABLE>

<PAGE>

- --------------------------------------------------------------------------------
                  NATIONAL ANCHOR, SPECIALTY, AND CINEMA LEASE

                                  COMPARABLES


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

<PAGE>

DEPARTMENT STORE LEASES
CUSHMAN & WAKEFIELD, INC.



<TABLE>
<CAPTION>
           PROPERTY/LOCATION/         LEASE                            TERM/       BLDG AREA
 NO.         DEVELOPER/OWNER           DATE          TENANT           OPTIONS       (SQ/FT)
- ----- ---------------------------- ----------- ------------------ --------------- -----------
<S>   <C>                          <C>         <C>                <C>             <C>
 1    Confidential                   Jun-99    Confidential          20 yrs.        260,000
      Top Ten MSA                                                  plus options
 2    Scottsdale Fashion Square      Oct-98    Sears                 15 yrs.        235,899
      Scottsdale, Arizona
 3    Alo Moana Center             Fall 1998   Neiman Marcus         20 Yrs.        180,000
      Honolulu, Hawaii                                              w/options
 4    Boscov's                        9/98     Boscov's              20 yrs.        194,498
      Beaver Valley Mall
      Center Township,
      Pennsylvania
 5    Marketplace                     1997     Liberty House         20 yrs.         50,440
      Kona, Hawaii                                                 2 10-yr. opt
 6    Coddingtown Mall               Nov-97    Gottschalks           20 yrs.        128,346
      Santa Rosa, California                                       1 10-yr opt.
                                                                   1 5-yr opt.
 7    Beaver Valley Mall             Nov-97    JCPenney              20 yrs.        125,956
      Beaver County,
      Pennsylvania
 8    Kings Plaza                    Oct-97    Sears                 36 yrs.        289,215
      Brooklyn, New York                                           1 10-yr. opt.
 9    Spokane Valley Mall            Sep-97    JCPenney              20 yrs.        126,006
      Spokane, Washington
      (JP Realty)
10    Cottman & Castor               Feb-97    JCPenney              15 yrs.        150,000
      Shopping Center
      Philadelphia, Pennsylvania
11    Minzer Park                    Nov-96    Jacobsons             25 yrs.         80,000
      Boca Raton, Florida                                            +6 5-yr.
                                                                       opt.
12    Off-Price Super Mall           Oct-96    JCPenney Outlet       15 yrs.        105,028
      Western United States                                        3 5-yr. opt.
13    Bell Tower Shops              Fall-96    Saks 5th Avenue       20 yrs.         40,000
      Fort Myers, Florida                                          6 5-yr. opt.
      (Bell Tower Properties)



<CAPTION>
                                                                  PERCENTAGE RENT
          ANNUAL       RENT/                        --------------------------------------------  BREAKPOINT     ESTIMATED
 NO.       RENT        SQ/FT           STEPS          % RENT                        BREAKPOINT     PER SQ/FT       SALES
- ----- ------------- ----------- ------------------- ----------                    -------------- ------------ ---------------
<S>   <C>           <C>         <C>                 <C>        <C>                <C>            <C>          <C>
 1     $5,070,000     $ 19.50         Flat              1.00%  (greater than)      $ 65,000,000    $ 276.92    $104,000,000
 2     $1,800,000     $  7.63         Flat              2.50%  (greater than)      $ 72,000,000    $ 305.22    $ 45,000,000
                                                        2.00%                      $100,000,000
 3     $  900,000     $  5.00         None              3.00%  (greater than)      $          0    $   0.00    $ 72,000,000
 4     $  800,000     $  4.11         Flat              2.50%  (greater than)      $ 36,000,000    $ 185.09    $ 24,312,250
 5     $  977,305     $ 19.38    $21.36/sf yr. 2                                                     N/A       $ 12,200,000
                                 $25.33/sf yr. 8
                                $29.79/sf yr. 11
 6     $  300,000     $  2.34    $2.57/sf yr. 6         2.50%  (greater than)      $ 12,000,000    $  93.50    $ 18,000,000
                                 $2.83/sf yr. 11
                                 $3.11/sf yr. 16
 7     $  755,736     $  6.00         None              1.50%  (greater than)      $ 37,786,800    $ 300.00    $ 24,000,000
 8     $2,892,150     $ 10.00    $13.00/sf yr. 7        4.00%  (greater than)        72,303,750    $ 250.00    $ 80,000,000
                                $15.00/sf yr. 12                                  (adjusts
                                $17.00/sf yr. 17                                  naturally)
                                $19.00/sf yr. 22
                                $21.00/sf yr. 27
                                $23.00/sf yr. 32
 9     $  661,532     $  5.25         None              1.50%  (greater than)      $ 33,076,578    $ 262.50    $ 20,650,000
10     $  925,500     $  6.17    $6.67/sf yr. 11        1.00%  (greater than)      $ 34,000,000    $ 226.67    $ 22,500,000
11     $1,280,000     $ 16.00     Rent reduced          3.00%  (greater than)      $ 20,000,000    $ 250.00    $ 18,880,000
                                1st 2 yrs. Incr.        2.00%  (greater than)      $ 32,000,000
                                $160,000 In             1.00%  (greater than)      $ 48,000,000
                                  yrs. 10 & 15
12     $  580,805     $  5.53    $6.04/sf yr. 6         1.00%  (greater than)      $ 27,000,000    $ 257.07    $ 21,005,600
                                 $6.54/sf yr. 11
13     $  650,000     $ 16.25   $16.00/sf yr. 11        1.50%  (greater than)      $ 15,000,000    $ 375.00    $ 12,000,000
                                                        1.00%  (greater than)      $ 20,000,000
                                                        0.50%                      $ 25,000,000


<CAPTION>
         SALES     RENT-SALES   ESTIMATED   TOTAL RENT-
 NO.   PER SQ/FT      RATIO       % RENT       SALES                        COMMENTS
- ----- ----------- ------------ ----------- ------------ -----------------------------------------------
<S>   <C>         <C>          <C>         <C>          <C>
 1     $ 400.00        4.88%   $390,000         5.25%   New flagship store to be built on
                                                        one of the nations most dynamic
                                                        retail CBD locations.
                                                        Construction costs are estimated at
                                                        $250-$275/sf. First year sales are
                                                        appraisers estimate.
 2     $ 190.76        4.00%   $      0         4.00%   Sears to take over the existing
                                                        Dillards as they are vacating their
                                                        store for a new 360,000sf unit.
                                                        Scottsdale Fashion Square is
                                                        Phoenix's upscale fashion oriented
                                                        mall with 1.4 million sf.
 3     $ 400.00        1.25%    ########        4.25%   New Upscale store in 1.5 million sf
                                                        regional mall. One of the top retail
                                                        destinations on the Island.
 4     $ 241.87        1.70%   $122,000         3.79%   Second generaltion lease in this
                                                        900,000 sf regional mall. Tenant
                                                        took the former Lazurus store.
                                                        Tenant received T.I.'s of $5.5
                                                        million ($28.28/sf)
 5     $ 241.87        8.01%   $122,000         9.01%   Top department store in Hawaii in
                                                        good resort location.
 6     $ 140.25        1.67%   $150,000         2.50%   Gottschalks to open in former
                                                        Macy's. CAM $1.10/sf incr. $0.05/sf
                                                        every 5 yrs; P/R taxes. Tenant must
                                                        expand to 154,914 sf by yr. 6 (or
                                                        sooner if sales  (greater than)  $18.0M). LL
                                                        contribution $2.0-$2.5M.
 7     $ 190.54        3.15%   $      0         3.15%   JCP to open fall-97. CAM $0.50/sf,
                                                        incr. $0.05/sf every 5 yrs. Sales are
                                                        estimated by developer/tenant. Bldg
                                                        cost $61.92/sf.
 8     $ 276.61        3.62%   $      0         3.62%   New lease in former Alexander's
                                                        space. Sears to take "as is". Pro
                                                        rata tax is estimated at $6.00/sf and
                                                        CAM at $1.25/sf.
 9     $ 163.88        3.20%   $      0         3.20%   JCP at proposed mall scheduled to
                                                        open fall-97. CAM $0.50/sf. incr.
                                                        $0.05/sf every 5 yrs. Sales are
                                                        estimated by developer/tenant.
10     $ 150.00        4.11%   $      0         5.90%   Former 4-level Woolworth. JCP
                                                        took space with 7 mos. free rent
                                                        and $1,000,500 ($6.67/sf) in work.
                                                        Other anchor is supermarket. In
                                                        line shops 95% occupied with avg.
                                                        rents of $16-$20/sf. Full P/R taxes
                                                        & CAM capped at $0.70/sf.
11     $ 236.00        6.78%   $      0         6.78%   New store. Sales based on chain's
                                                        Florida average for 1994. Tenant
                                                        pays contr. for CAM and own
                                                        taxes.
12     $ 200.00        2.77%   $      0         2.77%   New value retail ctr. w/1.5m sf in
                                                        excellent location; 19 anchors. Pays
                                                        contr. for CAM & taxes. Sales at
                                                        developer's portfolio anchor avg.
13     $ 300.00        5.42%   $      0         5.42%   New store. LL deliver shell+allow =
                                                        $105/sf; tenant $6.25/sf for HVAC.
                                                        P/R CAM not to exceed $1.00/sf;
                                                        P/R taxes. Saks sales projection.
</TABLE>

                                                                         Page 1
<PAGE>

DEPARTMENT STORE LEASES
CUSHMAN & WAKEFIELD, INC.

<TABLE>
<CAPTION>
           PROPERTY/LOCATION/       LEASE                         TERM/       BLDG AREA
 NO.        DEVELOPER/OWNER         DATE         TENANT          OPTIONS       (SQ/FT)
- ----- --------------------------- -------- ----------------- --------------- -----------
<S>   <C>                         <C>      <C>               <C>             <C>
14    Coventry Mall                Aug-96  JCPenney             15 yrs.         91,719
      Chester County,
      Pennsylvania
      (The Goodman Company)
15    Florida Mall                 Mid-96  Saks 5th Avenue      20 yrs.        101,430
      Orlando, Florida                                           + opt.
16    Southgate Plaza              Mid-96  Saks 5th Avenue      20 yrs.         40,000
      Sarasota Florida                                           + opt.
17    Majestic Square              Jun-96  Saks 5th Avenue      30 yrs.         30,000
      Charleston, South                                      4 10-yr. opt.
      Carolina
18    Town Center Plaza            Jun-96  Gaylans Trading      15 yrs.        100,000
      119th, 117th, Town Center
      Leawood, Kansas City,
      Kansas
19    Town Center Plaza            Mar-96  Jacobsons            25 yrs.        120,000
      Leawood, Kansas City,                                    + 3 10-yr.
      Kansas                                                      opL
20    Crabtree Valley Mall         Jan-96  Lord & Taylor        10 yrs.         99,795
      Raleigh, North Carolina                                14 5-yr. opt.
      (CVM Associates)
      Survey Low:                                                               30,000
      Survey High:                                                             289,215
      Survey Mean:                                                             127,417


<CAPTION>
                                                               PERCENTAGE RENT
          ANNUAL      RENT/                       ------------------------------------------  BREAKPOINT     ESTIMATED
 NO.       RENT       SQ/FT          STEPS         % RENT                       BREAKPOINT     PER SQ/FT       SALES
- ----- ------------- --------- ------------------- --------                    -------------- ------------ --------------
<S>   <C>           <C>       <C>                 <C>      <C>                <C>            <C>          <C>
14    $   550,314    $ 6.00         None           1.50%   (greater than)      $22,930,000      $250.00   $ 13,757,850
15    $ 2,008,710    $19.80         None           3.00%   (greater than)      $15,000,000      $147.89   $ 30,000,000
                                                   1.50%   (greater than)      $45,000,000
16    $   675,000    $16.88         None           1.00%   (greater than)      $15,000,000      $375.00   $ 15,000,000
                                                   0.50%   (greater than)      $30,000,000
17    $   600,000    $20.00         None           1.00%   (greater than)      $0               $  0.00   $ 12,500,000
18    $   975,000    $ 9.75         None                   (greater than)                            --   $ 22,000,000
19    $ 1,180,000    $ 9.83      Increases         3.00%   (greater than)      $42,000,000      $350.00   $ 22,800,000
                              $20,000 every        2.00%   (greater than)      $60,000,000
                              year 1st 3 yrs.      1.00%   (greater than)      $84,000,000
20    $   299,385    $ 3.00         None           1.00%   (greater than)      $29,938,500      $300.00   $ 20,956,950
      $   299,385    $ 2.34                        1.00%   (greater than)      $0               $  0.00   $ 12,000,000
      $ 5,070,000    $20.00                        4.00%   (greater than)      $65,000,000      $375.00   $104,000,000
      $1,194,0072    $10.42                        1.79%   (greater than)      $27,066,534      $233.60   $ 30,578,133


<CAPTION>
         SALES     RENT-SALES    ESTIMATED    TOTAL RENT-
 NO.   PER SQ/FT      RATIO        % RENT        SALES                    COMMENTS
- ----- ----------- ------------ ------------- ------------ ---------------------------------------
<S>   <C>         <C>          <C>           <C>          <C>
14      $150.00        4.00%   $      0         4.00%     Anchor addition at mall which was
                                                          originally built in 1966. Mall has 4
                                                          anchors & totals 818,161sf. JCP
                                                          pays CAM contr. Sales estimated.
15      $295.77        6.70%   $450,000         8.20%     Former Belk-Lindsay. $98.25/sf in
                                                          LL Tis; tenant paid $56.53/sf. CAM
                                                          $0.50; $0.10 incr. every 5 yrs. P/R
                                                          taxes. Saks sales projection.
16      $375.00        4.50%   $      0         4.50%     New store. Most Tis performed by
                                                          LL. CAM $0.50/sf w/increases;
                                                          taxes paid directly. Saks sales
                                                          projection.
17      $416.67        4.80%   $125,000         5.80%     New store. Most TIs performed by
                                                          LL. 1% of sales to max of $12 mil.
                                                          CAM $0.50/sf yr. 1, P/R thereafter;
                                                          taxes direct. Saks sales projection.
18      $220.00        4.43%   $      0         4.43%     New Limited Group store at
                                                          moderate-upscale open-air center
                                                          built in 1996. Tenant pays $0.75/sf
                                                          CAM; own taxes. TIs reported at
                                                          $50/sf. Sales estimated.
19      $190.00        5.18%   $      0         5.18%     New store at mall. Sales based on
                                                          projection. Tenant pays contr. for
                                                          CAM and own taxes.
20      $210.00        1.43%   $      0         1.43%     May Co. taking former 85,761sf
                                                          Hecht's store & expanding. Taxes
                                                          over base; nominal CAM cont.
                                                          Sales projected. Signed 1993.
        $140.25        1.25%   $      0         1.43%
        $416.67        8.01%   #########        9.01%
        $249.46        4.08%   $175,950         4.66%
</TABLE>

                                                                         Page 2


<PAGE>

CINEMA LEASE COMPARABLES
CUSHMAN & WAKEFIELD, INC.




<TABLE>
<CAPTION>
<S>     <C>                           <C>         <C>                  <C>            <C>         <C>       <C>
                                        Lease                                            Leased      #          Annual
  No.          Name/Location            Start           Tenant             Term       Area (SF)   Screens       Rent
- ----    -----------------------------   ------    -------------------- -------------- ----------- -------     ----------
 1      RICHMOND TOWN CENTER          Jun-99      SONY THEATRES           20 yrs.      87,436        16      $2,207,759
        691 Richmond Road
        Richmond Heights, Ohio
 1      AUSTIN POWER CENTER           Jan-99      RKO CENTURY WARNER      25 yrs       61,353        --      $1,441,182
        Austin Avenue & NYS                       (Proposed)
        Thruway
        Yonkers, New York
 2      QUAIL SPRINGS MALL            Dec-98      AMC THEATRES            20 yrs.     110,000        24      $2,310,000
        Memorial Road                                                   4 5-yr. opt
        Oklahoma City, OK 
 3      BALLSTON COMMON               Nov-98      REGAL                   20 yrs.      67,062        --      $1,005,930
        Glebe Road                                                     2 5-yr. opt.
        Arligton, VA
 4      PACIFIC THEATRES              Nov-98      PACIFIC THEATRE         15 yrs.      52,000        10      $  546,000
        Pasadena, California 
 5      CITY MILLS AT ORANGE          Nov-98      AMC THEATERS            20 yrs.     112,298        30      $2,470,556
        Metropolitan & City Drives                                     4 5-yr. opt.
        Orange County, CA
 6      THE SHOPS AT SUNSET PLACE     Fall 1998   AMC THEATERS            25 yrs.      87,954        24      $1,836,534
        US Route 1 and Sunset Dirve
        South Miami, Florida
 7      CONSUMER SQUARE S.C.          Jun-98      REGAL CINEMAS           20 yrs.      76,322        18      $1,106,669
        Brice Road                                                     3 5-yr. opt.
        Columbus, Ohio
 8      COLUMBIA PARK CENTER          May-98      REGAL CINEMA            20 yrs.      70,000       n/a      $1,680,000
        Route 3                                                        + 5-yr. opt.
        North Bergen, New Jersey
 9      PACIFIC THEATRES              May-98      Pacific Theatres        15 yrs.      62,000        16      $  855,600
        Los Angeles Metro Area



<CAPTION>
<S>     <C>       <C>            <C>                        <C>                    <C>
         Rent/       Rent/                                        Overage
  No.    Sq/Ft       Screen               Steps                    Rent                              Comments
- --      ------    -----------    --------------------------     -----------        ----------------------------------------------
 1       $25.25   $137,984.94    $28.85/SF (11-20)          8% over $9,045,000     Proposed theatre in completely renovated
                                                                                   three-anchor regional center.
                                                                                   Tenant contributes $0.25/SF towards CAM
                                                                                   & pays PRS of taxes
 1       $23.49        --        $26.31/sf (6-10)             1% over natural      Proposed theatre within 427,256 SF power
                                 $29.3/sf (11-15)               breakpoint         center expected to be completed by January
                                 $33.00/sf (16-20)                                 1999. Anchors will include Home Depot
                                 $36.96/sf (21-25)                                 and Costco.
 2       $21.00   $    96.250    $25.15/sf (opt. #1)                N/A            New theatre constructed at 1.1 plus or minus
                                 $26.15/sf (opt. #2)                               million square foot center anchored by Sears, JC
                                 $27.15/sf (opt. #3)                               Penney, Foley's, and Dillards.
                                 $28.15/sf (opt. #4)
 3       $15.00        --        $16.00/sf (6-10)                   N/A            New lease for second and third levels of
                                 $17.00/sf (11-15)                                 new 90,000 sf expansion space. Ballston
                                 $18.00/sf (16.20)                                 Common is a four-level urban mall anchored
                                                                                   by Hecht's and JC Penney.
 4       $10.50   $    54,600              N/A               8.0% over natural     15 year lease of a new 10-screen theatre
                                                                breakpoint.        located within Pasadina. Tenanant received
                                                                                   $80.00 per square foot in tenant allowances.
 5       $22.00   $    82,352    In option periods only          10% over          New Mills project under construction to
                                                               $23,021,090         open in November 1998. The 812,000 square
                                                            Steps every 5 yrs.     foot open air center will have an
                                                                                   entertainment theme.
 6       $19.74       N/A        21.00 (10-20)                      N/A            Three level, open-air retail/entertainment
                                                                                   oriented center under construction with
                                                                                   late Fall 1998 opening planned. total GLA is
                                                                                   estimated at 500,000 square feet. All leases
                                                                                   have steps but were not disclosed.
 7       $14.50   $    61,482    $15.20 (6-10)               8.0% over natural     20 year lease of new theatre complex within
                                 $15.95 (11-15)                 breakpoint         Consumer Square Shopping Center. First
                                 $16.80 (16-20)                                    option rent ($17.60/sf), second option
                                                                                   ($18.50/sf), third option ($19.40/sf).
 8       $24.00       n/a        $25.50/sf (6-10_                   N/A            New 325,000 square foot power center
                                 $27.25/sf (11-15)                                 under construction near entrance to Lincoln
                                 $29.00/sf (16-20)                                 Tunnel to open mid-year 1999.
                                 $31.50/sf (21-25)
 9       $13.80   $    53,475              N/A                      N/A            New 16-screen theatre located within the
                                                                                   Los Angeles MSA.
</TABLE>


                                                                              1
<PAGE>


<TABLE>
<CAPTION>
<S>     <C>                             <C>       <C>                 <C>             <C>         <C>       <C>
                                         Lease                                           Leased         #       Annual
  No.           Name/Location            Start          Tenant             Term       Area (SF)    Screens     Rent
- --      ------------------------------- -------   ------------------- --------------- -----------  -          -----  -
10      WESTMINSTER PROMENADE           Apr-98    AMC THEATERS           20 yrs.       90,000          24    $2,520,625
        10655 Westminster Blvd.                                       +6 5-yr. opt.
        Westminster, Colorado
11      CENTENNIAL BUSINESS PARK        Apr-98    AMC THEATERS           20 ysr.       90,000          24    $2,413,000
        Highlands Rance                                                +6 5-yr. opt
        Douglas County, Colorado
12      EDWARDS CINEMA                  Feb-98    EDWARD'S CINEMA        20 yrs.       60,000          16    $  855,000
        Promenade at Temecula
        Temecula, California
13      SHOPPES AT FOREST HILLS         Feb-98    REGAL                  20 yrs.      102,000          24    $2,888,800
        Forest Hills, New York                    (PROPOSED)          +4 5-yr. opt.
14      REGAL CINEMAS                   Dec-97    REGAL                  20 yrs.       65,066          14    $  992,257
        2038 Elmwood Avenue
        Buffalo, New York
15      FRANKLIN MILLS                  Dec-97    GENERAL CINEMA         20 yrs.       61,000          14    $  950,000
        S/E/Q of Woodhaven Road at
        Knights Road
        Philadelphia, PA
16      OFF-PRICE SUPER-REGIONAL MALL   Nov-97    HARKINS THEATER        15 yrs.       95,000          22    $1,116,250
        Western United States                                         +3 5-yr. opt.
17      GREENVILLE MALL                 Nov-97    HOLLYWOOD 20           15 yrs.       80,518          20    $  925,956
        Greenville, SC                            CINEMAS             +3 5-yr. opt.
18      Off-Price Super-Regional Mall   Aug-97    DICKINSON THEATER      20 yrs.       56,479          12    $1,034,089
        Midwestern United States                                       +2 5-yr. opt
19      BARRYWOODS CROSSING             Fall-97   AMC THEATRES           20 yrs.       89,290        n/a     $1,473,285
        1-29 and Barry Road                                               + opt.
        Kansas City, Missouri
        SURVEY LOW:                                                                    52,000          10    $  546,000
        SURVEY HIGH:                                                                  112,298          30    $2,888,800
        SURVEY MEAN:                                                                   78,789          19    $1,531,475



<CAPTION>
<S>     <C>       <C>         <C>                       <C>                      <C>
         Rent/       Rent/                                     Overage
  No.    Sq/Ft      Screen            Steps                     Rent                                Comments
- --      ------      -----               --                   -----------         ----------------------------------------------
10       $28.01    $105,026       10% in year 11          8.0% over natural      24-screen state-of-the-art cinema with
                                  10% in year 16             breakpoint          stadium seating. Part of an office/retail and
                                 10% in each opt.                                entertainment complex.
11       $26.81    $100,542       10% in year 11          8.0% over natural      24-screen state-of-the-art cinema with
                                  10% in yar 16              breakpoint          stadium seating. Part of an office/retail and
                                 10% in each opt.                                entertainment complex
12       $14.25    $ 53,438            N/A                8.0% over natural      New cinema to be opened in 1999. The
                                                             breakpoint          20-year lease for the 16-screen theatre
                                                                                 included a tenant allowance of $75.00 per
                                                                                 square foot.
13       $28.32    $120,367   $29.12/sf (6-10)                8.0% over          Free-standing bldg to include 8,000sf of
                              $31.12/sf (11-15)         $24,073,285              restaurant space. Expected to break ground
                              $35.28/sf (16-20)         (steps every 5 yrs.)     in Spring 1997.
14       $15.25    $ 70,875   $16.00/sf (6-10)                  8.0%             Free-standing cinema within Buffao, New
                              $17.19/sf (11-15)         (steps every 5 yrs)      York. Does not include Stadium Seating
                              $18.50/sf (16-20)                                  concept.
15       $15.57    $ 67,841   $17.13/sf (11-20)                  N/A             Former Sears store demolished for
                                                                                 construction of new Cinema. Franklin Mills
                                                                                 is a 1.4 mil.sf value oreiented mega mall in
                                                                                 Philadelphia, PA. Construction allowance
                                                                                 of $9,250,000.
16       $11.75    $ 50.739    2.0% increase every            9.0% over          New value center w/ 1.2m sf in excellent
                                  year of lease         $24,800,000              location, 17 acnchor stores. Pays CAM
                                                        (steps every year)       ($0.75/sf) & tax ($1.75/sf) contributions.
17       $11.50    $ 46,298       Rents steps to          8% over $115 per       New freestanding building as an outparcel
                               $12.25/sf in year 5           square foot         to a recently renovated 800,000 square foot
                              and $13.00/sf in year                              regional center with four anchor tenants.
                                        10                                       Property has excellent highway access.
                                                                                 Tenant pays pro rata share of taxes and
                                                                                 contributes $1.00/sf to CAM. Stadium-style
                                                                                 sea.
18       $18.31    $ 86,174   $19.64/sf (6-10)                4.0% over          New value retail center w/850,000sf in good
                              $21.10/sf (11-15)         $ 4,500,000              location; 11 anchor stores. Pays tax &
                              $22.70/sf (16-20)         (steps every 5 yrs.)     insurance contributions.
19       $16.50          --   $17.50/sf (11-20)            6% over natural       Signed lease for free-standing building in
                                                             breakpoint          new power center currently being developed
                                                                                 in northern Kansas City.
         $10.50    $ 46,298
         $28.32    $137,985
         $18.78    $ 79,163
</TABLE>

<PAGE>

SPECIALTY RETAIL LEASE
CUSHMAN & WAKEFIELD, INC.

<TABLE>
<CAPTION>

                                                 LEASE
 NO.               NAME/LOCATION                 DATE             TENANT              TERM
- ----- --------------------------------------- ---------- ----------------------- --------------
<S>   <C>                                     <C>        <C>                     <C>
  1   RICHMOND TOWN SQUARE                    Jun-95     BARNES & NOBLE             10 yrs.
      691 Richmond Road                       Commence
      Richmond Heights, Ohio                  April-99

  2   PROPOSED POWER CENTER                    Sep-99    T. J. MAXX                 15 yrs.
      North Side of 20th Ave. College Point   Commence                           3 5-yr. opt.
      Queens, New York                         Jan-99

  3   PROPOSED POWER CENTER                    Sep-99    CIRCUIT CITY               20 yrs.
      North Side of 20th Ave.                 Commence                           4 5-yr. opt.
      College Point                            Jan-99
      Queens, New York

  4   SOUTH POINT PAVILIONS                    Mar-99    BED BATH & BEYOND          15 yrs.
      South 27th Street                       Commence                           5 5-yr. opt.
      Lincoln, Nebraska

  5   SOUTH POINT PAVILIONS                    Mar-99    BARNES & NOBLE             15 yrs.
      South 27th Street                       Commence                             No option
      Lincoln, Nebraska

  6   SOUTH POINT PAVILIONS                    Mar-99    OLD NAVY                   10 yrs.
      South 27th Street                       Commence
      Lincoln, Nebraska

  7   MARKETPLACE AT RIVER PARK                Oct-96    LINENS 'N THINGS           15 yrs.
      North Blackstone & Alluvial Aves.                                          3 5-yr. opt.
      Fresno, California

  8   MARKETPLACE AT RIVER PARK                Nov-96    MARSHALL'S                 15 yrs.
      North Blackstone & Alluvial Aves.                                          3 5-yr. opt.
      Fresno, California

  9   MARKETPLACE AT RIVER PARK                Feb-98    OLD NAVY CLOTHING CO.      5 yrs.
      North Blackstone & Alluvial Aves.                                          3 5-yr. opt.
      Fresno, California

 10   MARKETPLACE AT RIVER PARK -- PHASE II    Spring    BORDER BOOKS               15 yrs.
      North Blackstone & Alluvial Aves.         1998                             3 5-yr. opt.
      Fresno, California

<CAPTION>

           LEASED        ANNUAL      RENT/

 NO.   AREA (SQ.FT.)      RENT       SQ/FT               STEPS                             COMMENTS

- ----- --------------- ----------- ----------- -------------------------- -------------------------------------------
<S>   <C>             <C>         <C>         <C>                        <C>

  1       25,640       $358,960     $ 14.00   $16.00 (4-7)               Enclosed regional center which is
                                              $18.00 (8-10)              undergoing a complete renovation and
                                                                         remerchandising. Tenant contributes
                                                                         $1.50/SF towards CAM & pays PRS of
                                                                         taxes.

  2       32,157       $803,925     $ 25.00   $26.00 (6-10)              Proposed power center in Queens to be
                                              $27.00 (11-15)             anchored by B. J's. Wholesale, Target
                                                                         and TJ Maxx. Project is 100% preleased
                                                                         and is scheduled to open 1/99. Landlord
                                                                         to deliver turn-key building to TJ Maxx.

  3       33,066       $851,450     $ 25.75   $28.33/sf (6-10)           Proposed power center in Queens to be
                                              $31.16/sf (11-15)          anchored by B. J's Wholesale, Target
                                              $34.27/sf (16-20)          and TJ Maxx. Project is 100% preleased

                                                                         and is scheduled to open 1/99. Circuity
                                                                         City gets $54.45/sf in work and pays
                                                                         additional $6.25/sf to anmortize it.

  4       35,000       $367,500     $ 10.50   Flat                       New 400,000 sf power center under
                                                                         construction. Rent steps in option
                                                                         period $1.00/sf every 5 years. No
                                                                         allowance given to tenant.

  5       26,000       $364,000     $ 14.00   Flat                       New 400,000 sf power center under
                                                                         construction. Tenant got a $30.00/sf
                                                                         allowance.

  6       15,000       $173,500     $ 11.57   Flat                       New 400,000 sf power center under
                                                                         construction. No allowance given to
                                                                         tenant.

  7       35,000       $332,500     $  9.50   $10.75/sf (4-7)            New "power" center development in
                                              $12.00/sf (8-10)           North Fresno. $16.00 psf TI allowance.
                                              $13.50/sf (11-15)          3% percentage rent.

  8       30,500       $289,750     $  9.50   $10.75/sf (4-7)            New "power" center development in
                                              $12.00/sf (8-10)           North Fresno. 2% percentage rent.
                                              $13.50/sf (11-15)

  9       15,000       $165,000     $ 11.00   Flat                       New "power" center development in
                                                                         North Fresno. 2% percentage rent.

 10       25,000       $405,000     $ 16.20   10% increase               Phase II of the subject development
                                              every 5 years.             which is currently under construction.
                                                                         No percentage rent. LL costs $35 psf.

</TABLE>

                                                                         Page 1

<PAGE>

SPECIALTY RETAIL LEASE
CUSHMAN & WAKEFIELD, INC.

<TABLE>
<CAPTION>

                                       LEASE
 NO.          NAME/LOCATION             DATE          TENANT            TERM
- ----- ----------------------------- ----------- ------------------ --------------
<S>   <C>                           <C>         <C>                <C>
 11   THE SHOPS AT SUNSET PLACE     Late 1998   NIKE                  10 yrs.
      US Route 1 and Sunset Drive
      South Miami, FL

 12   THE SHOPS AT SUNSET PLACE     Late 1998   VIRGIN MEGASTORE      10 yrs.
      US Route 1 and Sunset Drive
      South Miami, FL

 13   THE SHOPS AT SUNSET PLACE     Late 1998   BARNES & NOBLE        10 yrs.
      US Route 1 and Sunset Drive
      South Miami, FL

 14   THE SHOPS AT SUNSET PLACE     Late 1998   GAMEWORKS             10 yrs.
      US Route 1 and Sunset Drive
      South Miami, FL

 15   THE SHOPS AT SUNSET PLACE     Late 1998   IMAX                  10 yrs.
      US Route 1 and Sunset Drive
      South Miami, FL

 16   WILTON MALL                     Nov-98    DICK'S CLOTHING       15 yrs.
      Saratoga, New York

 17   WILTON MALL                     Nov-98    OLD NAVY              5 yrs.
      Saratoga, New York                                           2 5-yr. opt.
 18   COLUMBIA PARK CENTER            May-98    CIRCUIT CITY          20 yrs.
      Route 3                                                      1 5-yr. opt.
      North Bergen, New Jersey

<CAPTION>

           LEASED        ANNUAL     RENT/
 NO.   AREA (SQ.FT.)      RENT      SQ/FT         STEPS                       COMMENTS
- ----- --------------- ----------- --------- ---------------- -----------------------------------------
<S>   <C>             <C>         <C>       <C>              <C>
 11       30,948       $711,804    $23.00         N/A        Three level open air
                                                             retail/entertainment
                                                             oriented center
                                                             under construction
                                                             with late Fall
                                                             1998 opening
                                                             planned. Total GLA
                                                             is estimated at
                                                             500,000 sf. All
                                                             leases have steps
                                                             but were not
                                                             disclosed.

 12       33,361       $910,755    $27.30         N/A        Three level open air
                                                             retail/entertainment oriented center
                                                             under construction with late Fall 1998
                                                             opening planned. Total GLA is
                                                             estimated at 500,000 sf. All leases have
                                                             steps but were not disclosed.

 13       31,781       $910,062    $28.69         N/A        Three level open air
                                                             retail/entertainment oriented center
                                                             under construction with late Fall 1998
                                                             opening planned. Total GLA is
                                                             estimated at 500,000 sf. All leases have
                                                             steps but were not disclosed.

 14       27,870       $883,187    $31.69         N/A        Three level open air
                                                             retail/entertainment oriented center
                                                             under construction with late Fall 1998
                                                             opening planned. Total GLA is
                                                             estimated at 500,000 sf. All leases have
                                                             steps but were not disclosed.

 15       26,893       $475,000    $17.66         N/A        Three level open air
                                                             retail/entertainment oriented center
                                                             under construction with late Fall 1998
                                                             opening planned. Total GLA is
                                                             estimated at 500,000 sf. All leases have
                                                             steps but were not disclosed.

 16       50,004       $450,000    $ 9.00   $10.00 (3-5)     Proposed lease to take former
                                            $10.50 (6-10)    Steinbachs space in this regional mall.
                                            $11.00 (11-15)   Terms are for a gross lease with a
                                                             $750,000 ($15.00/sf) construction
                                                             allowance.

 17       15,744       $173,184    $11.00    see comments    Proposed lease with sales performance
                                                             clause over a guaranteed floor rent of
                                                             $11.00/sf. $300,000 allowance with one
                                                             third cash and two-thirds free rent.

 18       32,762       $904,231    $27.60   $29.60 (6-10)    New 325,000 sf power center under
                                            $31.60 (11-15)   construction near entrance to Lincoln
                                            $33.60 (16-20)   Tunnel to open mid-1999.
                                            $29.95 (21-25)

</TABLE>

                                                                         Page 2

<PAGE>

SPECIALTY RETAIL LEASE
CUSHMAN & WAKEFIELD, INC.

<TABLE>
<CAPTION>

                                               LEASE
 NO.               NAME/LOCATION               DATE           TENANT              TERM
- ----- -------------------------------------- -------- --------------------- ---------------
<S>   <C>                                    <C>      <C>                   <C>
 19   COLUMBIA PARK CENTER                   May-98   STAPLES                  10 yrs.
      Route 3
      North Bergen, New Jersey

 20   COLUMBIA PARK CENTER                   May-98   OLD NAVY                  5 yrs.
      Route 3
      North Bergen, New Jersey

 21   PALISADES CENTER                        1998    BAD, BATH & BEYOND       10 yrs.
      (NEW SUPER-REGIONAL MALL)
      I-87 & Route 303
      West Nyack, New York

 22   PALISADES CENTER                        1998    JCP PENNEY               10 yrs.
      (NEW SUPER-REGIONAL MALL)
      I-87 & Route 303
      West Nyack, New York

 23   PALISADES CENTER                        1998    SPORTS AUTHORITY         10 yrs.
      (NEW SUPER-REGIONAL MALL)
      I-87 & Route 303
      West Nyack, New York

 24   PALISADES CENTER                        1998    JOANN FABRICS            10 yrs.
      (NEW SUPER-REGIONAL MALL)
      I-87 & Route 303
      West Nyack, New York

 25   MEADOWS MARKETPLACE                    Jan-97   BAD BATH & BEYOND        15 yrs.
      Parkway Drive and S. Yosemite Street                                   3 5-yr. opt.
      Douglas County, Colorado

 26   CLOVIS MARKETPLACE                     Oct-97   OFFICE MAX               15 yrs.
      Shaw and Sunnyside Avenues                                             3 5-yr. opt.
      Clovis, California

 27   5705 N. BLACKSTONE AVENUE              Jun-96   OFFICE DEPOT             10 yrs.
      North Blackstone and Shaw Aves.                                       1 10-yr. opt.
      Fresno, California

 28   NATOMAS MARKETPLACE                     1998    ROSS DRESS FOR LESS      10 yrs.
      I-80 and Truxel Road                                                   4 5-yr. opt.
      Sacramento, California

 29   NATOMAS MARKETPLACE                     1998    PETSMART                 15 yrs.
      I-80 and Truxel Road                                                   4 5-yr. opt.
      Sacramento, California

 30   NATOMAS MARKETPLACE                     1998    STAPLES                  15 yrs.
      I-80 and Truxel Road                                                   3 5-yr. opt.
      Sacramento, California

<CAPTION>

           LEASED        ANNUAL     RENT/
 NO.   AREA (SQ.FT.)      RENT      SQ/FT             STEPS                           COMMENTS
- ----- --------------- ----------- --------- ------------------------ -----------------------------------------
<S>   <C>             <C>         <C>       <C>                      <C>

 19       25,604       $608,095    $23.75   $26.13 (6-10)            New 325,000 sf power center under
                                                                     construction near entrance to Lincoln
                                                                     Tunnel to open mid-1999.

 20       18,175       $531,619    $29.25   $26.13 (6-10)            New 325,000 sf power center under
                                                                     construction near entrance to Lincoln
                                                                     Tunnel to open mid-1999.

 21       46,258       $578,225    $12.50   $13.75 (6-10)            CAM-$2.50/SF increasing 5% per year.
                                                                     Insurance -- $0.25/SF increasing 3% per
                                                                     year. Taxes -- Pro rata

 22       48,033       $695,376    $14.48   $14.98 (6-10)            CAM -- $1.00/SF with increase. Taxes
                                                                     -- Pro rata

 23       45,707       $502,777    $11.00   $12.32 (6-10)            CAM -- $4.00/SF increasing 3% per
                                                                     year. Taxes -- Pro rata

 24       47,911       $761,776    $15.90   2.5% Annual Increase     Taxes -- Pro rata

 25       40,000       $380,000    $ 9.50            N/A             New power center adjacent Park
                                                                     Meadows Mall.

 26       28,000       $247,800    $ 8.85            N/A             Center is anchored by Wal-mart. Space
                                                                     delivered in "vanilla shell" with no LL
                                                                     Tls. 2 mos. free rent.

 27       38,000       $294,500    $ 7.75           Flat             Former Toys 'R Us space leases "as is".
                                                                     No LL Tls or free rent.

 28       28,160       $253,440    $ 9.00   $10.00/sf (6-10)         Letter of Intent. Option rents increase
                                                                     10% each term. 2% percentage rent.
                                                                     Planned "power" center with visibility
                                                                     and access from I-80.

 29       26,040       $325,500    $12.50   $13.50/sf (6-10)         Letter of Intent. Option rents increase
                                            $14.50/sf (11-15)        $1.50 psf each term. No percentage rent.

 30       24,120       $313,560    $13.00   $14.56/sf (6-10)         Lease OFS. Options with CPI incr. at 5
                                            $16.30/sf (11-15)        yr. intervals, capped at 15%. No
                                                                     percentage rent.

</TABLE>

                                                                         Page 3

<PAGE>

SPECIALTY RETAIL LEASE
CUSHMAN & WAKEFIELD, INC.

<TABLE>
<CAPTION>

                                        LEASE
 NO.           NAME/LOCATION             DATE          TENANT           TERM
- ----- ------------------------------- --------- -------------------- ---------
<S>   <C>                             <C>       <C>                  <C>
 31   BARRY WOODS CROSSING             Fall'97  OFFICE MAX           15 yrs.
      I-29 and Barry Road
      Kansas City, Missouri

 32   BARRY WOODS CROSSING             Fall'97  BED, BATH & BEYOND   15 yrs.
      I-29 and Barry Road
      Kansas City, Missouri

 33   BARRY WOODS CROSSING             Fall'97  OLD NAVY             10 yrs.
      I-29 and Barry Road
      Kansas City, Missouri

 34   OFF-PRICE SUPER-REGIONAL MALL Nov-97 SAKS-OFF FIFTH 15 yrs. Western
      United States + opt.

 35   OFF-PRICE SUPER-REGIONAL MALL Nov-97 LINENS 'N THINGS 10 yrs. Western
      United States + opt.

 36   OFF-PRICE SUPER-REGIONAL MALL Nov-97 BURLINGTON COAT 15 yrs. Western
      United States + opt.

 37   OFF-PRICE SUPER-REGIONAL MALL Nov-97 OSHMAN'S SPORTING 15 yrs. Western
      United States + opt.

 38   OFF-PRICE SUPER-REGIONAL MALL     Nov-97  ROSE                 10 yrs.
      Western United States                                           + opt.

 39   OFF-PRICE SUPER-REGIONAL MALL     Nov-97  GROUP USA            10 yrs.
      Western United States                                           + opt.

 40   OFF-PRICE SUPER-REGIONAL MALL     Nov-97  OLD NAVY              5 yrs.
      Western United States                                           + opt.

      SURVEY LOW:

      SURVEY HIGH:

      SURVEY MEAN:

<CAPTION>

           LEASED        ANNUAL     RENT/
 NO.   AREA (SQ.FT.)      RENT      SQ/FT          STEPS                          COMMENTS
- ----- --------------- ----------- --------- ------------------ ----------------------------------------------
<S>   <C>             <C>         <C>       <C>                <C>
 31       23,100       $248,325    $10.75         None         Newly developing power center with
                                                               good freeway exposure and access.
                                                               Lease signed.

 32       35,000       $288,750    $ 8.25   $9.10/sf (11-15)   Newly developing power center with
                                                               good freeway exposure and access.
                                                               Lease in negotiation. Overage 5%
                                                               against natural breakpoint.

 33       16,533       $196,412    $11.88   $12.82/sf (6-10)   Newly developing power center with
                                                               good freeway exposure and access.
                                                               Lease in negotiation. Overage 2%
                                                               against natural breakpoint. Tenant has
                                                               5-year termination option tied to sales.

 34       34,589       $242,123    $ 7.00         None         New value retail center w/ excellent
                                                               location, demographics. CAM, tax contr.
                                                               plus 0.75% of sales  (greater than)  $17.6 m.

 35       40,127       $441,507    $11.00   $12.00/sf (6-10)   New value retail center w/ excellent
                                                               location, demographics. CAM, tax contr.
                                                               plus 3.0% of sales  (greater than)  $3.3 m.

 36       80,359       $401,795    $ 5.00   $5.25/sf (6-10)    New value retail center w/ excellent
                                            $5.50/sf (11-15)   location, demographics. CAM, tax contr.
                                                               plus 1.5% of sales  (greater than)  $15.1 m.


 37       65,952       $352,843    $ 5.35         None         New value retail center w/ excellent
                                                               location, demographics. CAM, tax
                                                               contr.; no % rent clause.

 38       29,734       $297,340    $10.00   $11.00/sf (6-10)   New value retail center w/ excellent
                                                               location, demographics. CAM, tax contr.
                                                               plus 2.0%  (greater than)  natural break.

 39       22,548       $253,665    $11.25         None         New value retail center w/ excellent
                                                               location, demographics. P/R CAM, tax
                                                               plus 3.0%  (greater than)  natural break.

 40       14,015       $182,195    $13.00         None         New value retail center w/ excellent
                                                               location, demographics. P/R CAM, tax
                                                               plus 2.0%  (greater than)  natural break.
          14,015       $165,000    $ 5.00

          80,359       $910,755    $31.69

          32,493       $448,186    $14.60
- --        ------       --------    ------
</TABLE>

                                                                          Page 4



<PAGE>


                      ==================================
                           APPRAISER QUALIFICATIONS
                      ==================================

<PAGE>






                                                             QUALIFICATIONS
- ------------------------------------------------------------------------------
                                                       RICHARD W. LATELLA, MAI

PROFESSIONAL AFFILIATIONS:

     Member, Appraisal Institute (MAI Designation #8346) Affiliate Member,
     International Council of Shopping Centers, ICSC New York State Certified
     General Real Estate Appraiser #46000003892 Pennsylvania State Certified
     General Real Estate Appraiser #GA-001053-R State of Maryland Certified
     General Real Estate Appraiser #10796 Minnesota Certified General Real
     Estate Appraiser #20026517 Commonwealth of Virginia Certified General
     Appraiser #4001-003348 State of Michigan Certified General Real Estate
     Appraiser #1201005216 New Jersey Real Estate Salesperson (License
     #NS-130101-A) Certified Tax Assessor, State of New Jersey Commonwealth of
     Massachusetts Certified General Real Estate Appraiser #4287

GENERAL EXPERIENCE:

     Senior Director, Retail Valuation Group, Cushman & Wakefield Valuation
     Advisory Services, a national full-service real estate organization. While
     Mr. Latella's experience has been in appraising a full array of property
     types, his principal focus involves appraisal and counseling clients for
     major retail properties and specialty centers on a national basis. As
     Senior Director, his responsibilities include coordination of the firm's
     national Retail Valuation Group consisting of appraisers who specialize in
     regional malls, department stores and other major retail property types.
     He has personally appraised and consulted on in excess of 500 malls and
     specialty centers across the country.

     Senior Appraiser, Valuation Counselors, Princeton, New Jersey,
     specializing in the appraisal of commercial and industrial real estate,
     condemnation analyses and feasibility studies for both corporate and
     institutional clients (July 1980-April 1983).

     Supervisor, State of New Jersey, Division of Taxation, Local Property and
     Public Utility Branch in Trenton, New Jersey, assisting and advising local
     municipal and property tax assessors throughout the state (June 1977-July
     1980).

     Associate, Warren W. Orpen & Associates, Trenton, New Jersey, assisting in
     the preparation of residential property appraisals and condemnation
     analyses (July 1975-April 1977).

EDUCATION:

     Trenton State College, Trenton, New Jersey
     Bachelor of Science, Business Administration - 1977

     As of the date of this report, Richard W. Latella, MAI, has completed all
     of the requirements under the continuing education program of the
     Appraisal Institute.


<PAGE>



                                               QUALIFICATIONS OF BRIAN J. BOOTH
- -------------------------------------------------------------------------------

GENERAL EXPERIENCE:

     Brian J. Booth joined Cushman & Wakefield Valuation Advisory Services in
     1995. With experience with a full array of property types, Mr. Booth is
     currently specializing in major national retail properties and specialty
     centers. Cushman & Wakefield is a national full service real estate
     organization.

     Mr. Booth previously worked for two years at C. Spencer Powell &
     Associates in Portland, Oregon, where he was an associate appraiser. He
     worked on the analysis and valuation of numerous properties including,
     office buildings, apartments, industrials, retail centers, vacant land,
     and special purpose properties.

ACADEMIC EDUCATION:

     Bachelor of Science, 1993
     Major: Business-Economics
     Willamette University, Salem, Oregon

     Study Overseas, Spring 1992
     London University, London, England

APPRAISAL EDUCATION:

     110    Appraisal Principles (Appraisal Institute)
     120    Appraisal Procedures (Appraisal Institute)
     310    Income Capitalization (Appraisal Institute)
     320    General Applications (Appraisal Institute)
     410    Standards of Professional Practice A (Appraisal Institute)
     420    Standards of Professional Practice B (Appraisal Institute)
     550    Advanced Applications (Appraisal Institute)

PROFESSIONAL AFFILIATION:

     Associate Member, Candidate MAI, Appraisal Institute
     Young Advisory Council, Appraisal Institute

<PAGE>

                                                                QUALIFICATIONS
- ------------------------------------------------------------------------------
                                                              BRIAN K. JOHNSON

PROFESSIONAL AFFILIATIONS

     State Certified  Appraiser - Texas Appraiser  Licensing and Certification
       Board, Certification No. TX-1326012-G
     MAI Candidate, Candidate No. M920980 - Appraisal Institute
     Member, Society of Texas A&M Real Estate Professionals

REAL ESTATE EXPERIENCE

            January 1992 to Present
            Cushman & Wakefield of Texas, Inc.
            Associate Director

            May 1991 to August 1991
            Summer Internship with Urban Property Analysts, Austin, Texas

            Appraisal experience includes:

            Office Buildings                    Apartment Complexes
            Regional Malls                      Condominiums
            Shopping Centers                    Office/Warehouses
            Hotels - Limited and Full Service   Office/Showrooms
            Mixed Use Properties                Manufacturing Facilities

EDUCATION

            Texas A&M University, College Station, Texas
            Degree:  Bachelor of Science, Agricultural Economics (1989)

            Texas A&M University, College Station, Texas
            Degree:  Master's Degree in Land Economics and Real Estate (1991)

            Appraisal Institute Courses:

            SPP - Standards of Professional Practice, Parts A & B


<PAGE>

                                                                QUALIFICATIONS
- ------------------------------------------------------------------------------
                                                              BRIAN K. JOHNSON

     Appraisal Institute courses credited through Master's Degree program at
Texas A&M University include the following:

                  1A1 - Real Estate Appraisal Principles 
                  1A2 - Basic Valuation Procedure 
                  1BA - Capitalization Theory & Techniques, Part A
                  1BB - Capitalization Theory & Techniques, Part B 
                  2-1 - Case Studies in Real Estate Valuation



<PAGE>




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


COMPLETE APPRAISAL
OF REAL PROPERTY

THE MALL OF NEW HAMPSHIRE
1500 South Willow Street
Manchester, Hillsborough County, New Hampshire


- ------------------------------------------------------------------------------
IN A SELF-CONTAINED REPORT


As of February 16, 1998





PREPARED FOR:

MORGAN STANLEY MORTGAGE CAPITAL, INC.
1585 Broadway
New York, New York 10036




PREPARED BY:

CUSHMAN & WAKEFIELD, INC.
Valuation Advisory Services
51 West 52nd Street, 9th Floor
New York, New York   10019-6178

<PAGE>

                      [CUSHMAN & WAKEFIELD LETTER HEAD]


September 24, 1998

Mr. Marcus Childress
Associate
Morgan Stanley Mortgage Capital, Inc.
1585 Broadway
New York, New York  10036

Re:     Restricted Appraisal Report
        The Mall of New Hampshire
        Manchester, Hillsborough County, New Hampshire

Dear Mr. Childress:

        Pursuant to your request, Cushman & Wakefield, Inc. is pleased to
provide our updated market value estimate of the leased fee estate in the above
referenced property.

        This is a complete appraisal prepared in accordance with the Uniform
Standards of Professional Practice (USPAP) reported in a restricted format.
Specifically this restricted report is being provided as an update to our
previous appraisal prepared as of February 16, 1998 for Morgan Stanley Mortgage
Capital, Inc.. This prior complete appraisal which was prepared in a
self-contained report format and is incorporated herein by reference. The
appraiser assumes that the reader of our current appraisal has complete access
to the prior report.

        For this assignment,  we are providing two value estimates:  1) the 
current market value "as is" and 2) the Prospective Market Value "at
stabilization" based upon our forecasted absorption of the remaining vacant
space to a stabilized level.

        This report has been prepared for Morgan Stanley Mortgage Capital Inc.
The report may be relied upon by (I) Morgan Stanley Mortgage Capital Inc. and
its successors and assigns in determining whether to make a loan evidenced by a
note (the "Property Note") secured by the property; (ii) the report may be
relied upon by any purchaser or assignee of the Property Note in determining to
purchase the Property Note from Morgan Stanley Mortgage Capital Inc. and its
successors and assigns and by any rating agency rating securities secured by,
or representing an interest in, the


<PAGE>
Mr. Marcus Childress
Morgan Stanley Mortgage Capital, Inc.      -2-               September 24, 1998


Property Note, (iii) the report may be referred to and quoted in and included
with materials offering for sale the Property Note or an interest in the
Property Note; (iv) the report may be relied upon by persons who acquire the
Property Note or an interest in the Property Note, and (v) the report speaks
only as of its date.

        The value opinion reported herein is qualified by certain assumptions,
limiting conditions, certifications, and definitions.


PURPOSE OF REPORT
        The purpose of this Restricted Appraisal Report is to estimate both the
current and prospective Market Value of the leased fee estate in the referenced
real property. Market value is defined by the Appraisal Institute in The
Dictionary of Real Estate Appraisal, Third Edition (1993) as:

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

        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 (USPAP,
               1995 Edition).



PROSPECTIVE VALUE ON REACHING STABILIZED OCCUPANCY
        The value of a property as of a point in time when all improvements
have been physically constructed and the property has been leased to its
optimum level of long term occupancy. At such point, all capital outlays for
tenant improvements, leasing commissions, marketing costs, and other carrying
charges are assumed to have been absorbed.

        These definitions have been taken into account when arriving at the
estimate of market value reported in this appraisal assignment.

<PAGE>

Mr. Marcus Childress
Morgan Stanley Mortgage Capital, Inc.      -3-               September 24, 1998


INTENDED USE OF REPORT
        This report is intended for the sole purpose of assisting the Client in
determining the subject property's market value in connection with their
underwriting for a proposed mortgage financing.


INTEREST APPRAISED
        Leased Fee estate.


DATE OF VALUE AND PROPERTY INSPECTION
        For this assignment, we have not re-inspected the property. The
property was originally inspected by Vincent S. Maniscalco, MAI on February 16,
1998. Our current "as is" date of value is September 24, 1998 and prospective
date of value "at stabilization" is July 1, 1999. It is noted that this is a
slight change from our original prospective stabilized date of value of April
1, 1999 due to our current forecasted absorption schedule.


EXTENT OF THE APPRAISAL PROCESS
In the process of preparing this Complete Appraisal, we:

                Did not re-inspect the property;

                Interviewed representatives of ownership including the on-site
                manager and personnel within the management company familiar
                with its operational characteristics;

                Reviewed leasing policy, concessions, tenant build-out
                allowances, and recently negotiated rental rates, as well as
                forecasted operating statements and a budget of income and
                expenses;

                Estimated market rental rates, absorption, and stabilized
                income and expenses for the subject based upon available market
                data and current market thinking relative to growth in market
                rents and market absorption;

                Developed a market value estimate of the center via the Sales
                Comparison Approach considering current sales trends and
                indices;

                Prepared a detailed discounted cash flow (DCF) analysis using
                Pro-Ject +Plus software for the purpose of discounting a
                forecasted net income stream into a present value of the leased
                fee estate for the center both "as is" and "at stabilization."

                Prepared a Complete Appraisal of the subject property with the
                results conveyed in this Restricted Report.

<PAGE>
Mr. Marcus Childress
Morgan Stanley Mortgage Capital, Inc.      -4-               September 24, 1998


        This Restricted Appraisal Report sets forth only the appraiser's
conclusions. Current supporting documentation is retained in the appraiser's
file. The reader is also directed to our prior Self-Contained report which is
incorporated herein by reference.


IDENTIFICATION OF PROPERTY
        The subject of this appraisal assignment is The Mall of New Hampshire
located at 1500 South Willow Street in the Village of Manchester, Hillsborough
County, New Hampshire. The property was originally constructed in 1977 with
three anchor stores and 88 in-line shops. In 1996, the mall began an expansion
and renovation projection which included the addition of a fourth anchor tenant
and approximately 105,000 square feet of mall shop space. The property now
contains a total GLA of 789,962+/- square feet, inclusive of 317,784+/- square
feet of mall shop space. The property is anchored by Filene's, JC Penney and
Sears, which each owning their respective stores and as such are not part of
the subject of this appraisal.

        At the time of our original appraisal in February 1998, the fourth
anchor, the former Lechmere store was vacant. Although not a part of our
appraisal, we are advised that ownership has executed leases with both Best Buy
and Kitchen Etc. to take the space. To the extent that our valuation had been
conditioned on the re-tenanting of this space by destination retailers, this
assumption remains of valid importance. To that end, we expect that the build
out of this space will occur within a timely manner at a level consistent with
the quality found throughout the mall.

        Since our appraisal dated February 16, 1998 certain other changes have
taken place, primarily in the form of tenant changes.

        o Blake's Creamery took over vacant space F100 D'Angelo's took over
        o vacant space suite # F103 Lyndt Chocolate took over vacant space
        o suite # S137 Lechters moved from suite # S149A to larger space
        o suite # W141
        o Lechters old space suite # S149A is now vacant, however, there are
          negotiations with Get-A-Pet but as of this writing nothing has been
        o signed.
        o Vitamin World has leased vacant space suite # E155 Sarku Japan has
        o taken over a vacant food court space suite # F105
        o Lechmere's space has been divided between two new junior anchors: 
          Best Buy and Kitchen Etc.
        o Men's Wearhouse has taken  over vacant space suite # S163
        o McDonald's and Sbarro switched locations.
        o Designs by Levi took over Boston Trading Co. space - suite # W125

        Other changes since our original appraisal include the completion of
the food court construction and the opening of JC Penney in a 101,388+/- square
foot store. It is noted that we have extended our lease up of the vacant space
by three months to July 1, 1999 and reflected a discount rate of 10.25% for
both the "as is" and "as stabilized" values owing to the little remaining
vacancy. Finally, we have revised our forecast for specialty leasing.

<PAGE>
Mr. Marcus Childress
Morgan Stanley Mortgage Capital, Inc.      -5-               September 24, 1998

HIGHEST AND BEST USE 
        Retail use as developed.


CONCLUSIONS OF VALUE

        Market Value "As Is" as of September 24, 1998:            $145,600,000
        Prospective Market Value
          "At Stabilization" as of July 1, 1999:                  $151,500,000

        Supporting schedules which are attached include our projected cash
flows and yield matrices as well as a present value analysis of the revenue
stream. Also attached is a summary of our underlying cash flow assumptions and
a current survey of 1998 mall sale transactions.




<PAGE>

Mr. Marcus Childress
Morgan Stanley Mortgage Capital, Inc.      -6-               September 24, 1998


SPECIAL ASSUMPTIONS AFFECTING VALUATION
        1.     Throughout this analysis we have relied on information provided
               by ownership which we assume to be accurate. Such information
               includes but is not limited to construction cost budget and
               completion schedule, lease abstracts, rent roll, and budgeted
               operating data. Should any information received be subsequently
               shown to be erroneous or incorrect, we reserve the right to
               amend the value conclusion herein. Our analysis assumes that
               tenant improvements are completed in a timely manner using
               quality materials particularly as it relates to the former
               Lechmere store.

        2.  We were provided with a phase I environment report prepared by EMG
            and dated March 11, 1998. According to the report asbestos
            containing materials (ACMs) were identified in the vinyl floor
            tiles in the unrenovated tenant suites. The report recommended that
            a properly designed operations and maintenance (O &M) program be
            implemented. It is an assumption of this report that an O & M
            program is implemented and that the cost of remediating the
            affected areas is covered within a typical tenant improvement
            allowance.


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 has been 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 Cushman & Wakefield, Inc. (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  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 


<PAGE>
Mr. Marcus Childress
Morgan Stanley Mortgage Capital, Inc.      -7-               September 24, 1998


               consent. Reference to the Appraisal Institute or to the MAI
               designation is prohibited.

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

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

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

        7.     The physical condition of the improvements considered by the
               Appraisal is based on visual inspection by the Appraiser or
               other person(s) 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. Any analysis of proposed structures and/or tenant
               spaces herein assumes that completion of the proposed
               improvements will be timely and performed in a workmanlike
               manner.

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

        9.     Unless  otherwise stated in the Appraisal,  the existence of 
               potentially hazardous or toxic materials which may have been
               used in the construction or maintenance of the improvements or
               may be located on or about the Property was not considered in
               arriving at the opinion of value. These materials (such as
               formaldehyde foam insulation, 


<PAGE>
Mr. Marcus Childress
Morgan Stanley Mortgage Capital, Inc.      -8-               September 24, 1998

               asbestos insulation and other potentially hazardous materials)
               may adversely affect the value of the Property. The Appraiser(s)
               are not qualified to detect such substances. C&W recommends that
               an environmental expert be employed to determine the impact of
               these matters on the opinion of value.

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




<PAGE>


Mr. Marcus Childress
Morgan Stanley Mortgage Capital, Inc.      -5-               September 24, 1998

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

        1.     The report was prepared by Richard W. Latella, MAI and Vincent
               Maniscalco, MAI. A current property inspection was not
               conducted.

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

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

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

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

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

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

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

        9.     As of the date of this report, Richard W. Latella and Vincent S.
               Maniscalco have completed all of the requirements of the
               continuing education program of the Appraisal Institute.




            Richard W. Latella, MAI              Vincent S. Maniscaclo, MAI. 
            Senior Director                      Director
            Retail Valuation Group               Retail Valuation Group




<PAGE>




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









                               PRO-JECT CASH FLOW

                                VALUATION MATRIX

                          DISCOUNTED CASH FLOW SUMMARY

                             CASH FLOW ASSUMPTIONS

                             1998 MALL SALES CHART






<PAGE>





Mr. Marcus Childress
Morgan Stanley Mortgage Capital, Inc.         -13-          September 24, 1998


                 

                             CASH FLOW ASSUMPTIONS
                             ---------------------                
    
- ----------------------------------------------------------------------------
        SUMMARY OF CRITICAL ASSUMPTIONS FOR DISCOUNTED CASH FLOW
- ----------------------------------------------------------------------------
SUBJECT  PROPERTY                               The Mall Of New Hampshire
LOCATION                                        Manchester, New Hampshire
- ----------------------------------------------------------------------------
SQUARE FOOTAGE RECONCILIATION
- ----------------------------------------------------------------------------
TOTAL GROSS LEASABLE AREA                          789,962+/- SF
         ANCHOR TENANT GLA                         463,838+/- SF
         MALL SHOP GLA                             317,784+/- SF
         KIOSK GLA                                   1,890+/- SF
         FOOD COURT                                  7,870+/- SF
         TOTAL OWNED GLA                           327,544+/- SF
- ----------------------------------------------------------------------------



- ----------------------------------------------------------------------------
MARKET RENT CONCLUSIONS
- ----------------------------------------------------------------------------
MARKET RENT ESTIMATES (1998)
   TENANTS             1,000 SQ/FT                     $70.00/SF
   TENANTS  1,001      2,000 SQ/FT                     $50.00/SF
   TENANTS  2,001      3,500 SQ/FT                     $35.00/SF
   TENANTS  3,501      5,000 SQ/FT                     $30.00/SF
   TENANTS  5,001  -   7,500 SQ/FT                     $27.50/SF
   TENANTS             7,501 SQ/FT                     $25.00/SF
   KIOSK                                              $300.00/SF
   FOOD COURT                                         $135.00/SF
- ----------------------------------------------------------------------------



- ----------------------------------------------------------------------------
GROWTH RATE ASSUMPTIONS (FY 1999 - 2009)
- ----------------------------------------------------------------------------
RETAIL SALES                                             + 3.5%
MARKET RENT                                              + 3.5%
GENERAL EXPENSE                                          + 3.5%
REAL ESTATE TAX                                          + 4.0%
- ----------------------------------------------------------------------------



- ----------------------------------------------------------------------------
VACANCY & TYPICAL LEASE TERMS
- ----------------------------------------------------------------------------
AVERAGE LEASE TERM                                     10 Years
RENEWAL PROBABILITY                                      65.0 %
WEIGHTED AVERAGE DOWNTIME                              2 Months
PERMANENT VACANCY                                          None
CREDIT RISK LOSS                                           5.0%
STABILIZED OCCUPANCY                                     95.0 %
FORECASTED DATE OF STABILIZATION                           7/99
ABSORPTION PERIOD                                     12 Months
- ----------------------------------------------------------------------------
<PAGE>




   
                             CASH FLOW ASSUMPTIONS
   

    
- ----------------------------------------------------------------------------
OPERATING EXPENSE DATA
- ----------------------------------------------------------------------------
TENANT IMPROVEMENT ALLOWANCES                        
   NEW TENANTS                                       $ 15.00/SF
   RENEWAL TENANTS                                  $   5.00/SF
LEASING COMMISSIONS
   NEW TENANTS                                       $  2.50/SF
   RENEWAL TENANTS                                   $  1.50/SF
OTHER OPERATING ITEMS
   MANAGEMENT FEE (OF MIN.& % RENT)                        5.0%
   CAPITAL RESERVES (OF OWNED GLA)                   $  0.20/SF
- ----------------------------------------------------------------------------





- ----------------------------------------------------------------------------
RATES OF RETURN                          "AS IS"              " STABILIZED"
                                        ANALYSIS                 ANALYSIS
- ----------------------------------------------------------------------------
CASH FLOW START DATE                        9/24/98                   7/1/99
GOING-IN CAPITALIZATION RATE           8.00%- 8.50%              8.00%-8.50%
TERMINAL CAPITALIZATION RATE            8.25%-8.75%              8.25%-8.75%
DISCOUNT RATE                         10.00%-10.50%            10.00%-10.50%
REVERSIONARY SALES COSTS                      2.00%                    2.00%
HOLDING PERIOD                             10 Years                 10 Years
- ----------------------------------------------------------------------------

<PAGE>

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

PROPERTY NAME:                         The Mall of New Hampshire

PROPERTY TYPE:                         Regional Shopping Center

LOCATION:                              The Mall of New Hampshire is located in
                                       the southeast quadrant of the
                                       intersection of State Route 28 and
                                       Interstate 293 in Manchester,
                                       Hillsborough County, New Hampshire. This
                                       area is in southern New Hampshire on the
                                       northern periphery of the Boston MSA.

INTEREST APPRAISED:                    Leased fee estate

DATE(S) OF VALUE
     AS IS:                            February 16, 1998
     AS STABILIZED:                    April 1, 1999

DATE OF INSPECTION:                    February 16, 1998

MAP BLOCK PARCEL(S):                   666-A/3
                                       666-A/3-A
                                       666-2-A
                                       666-2
                                       666-A-7
                                       666-A-6

OWNERSHIP:                             MNH Mall, LLC

<TABLE>
<CAPTION>
                                       ===============================================================
SITE AREA:                                     SITE COMPONENTS                    SITE AREA
                                       ===============================================================
                                       <S>                                            <C>
                                          Anchor Tenants
                                           Filene's:                                       9.69+/- AC
                                           JC Penney:                                      5.04+/- AC
                                           Sears:                                         10.93+/- AC
                                           Former Lechmere:                                6.00+/- AC
                                       ===============================================================
                                       ANCHOR SITE AREA*                                  31.66+/- AC
                                       ===============================================================
                                       Developer's Parcel:                                38.95+/- AC
                                       ===============================================================
                                       TOTAL SITE AREA:                                   70.61+/- AC
                                       ===============================================================
                                       * Not owned and not part of this appraisal.
                                       ===============================================================
</TABLE>

ZONING:                                B-2 Business Designation

HIGHEST AND BEST USE
     As Though Vacant:                 Retail use built to its maximum feasible
                                       FAR.
     As Improved:                      Continued retail use as a regional
                                       shopping center.

<PAGE>

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

IMPROVEMENTS
     Description:                      Improvements consist of a single-level,
                                       enclosed regional mall containing a
                                       total GLA of 791,013+/-square feet. The
                                       property is anchored by Filene's, Sears,
                                       JC Penney and a vacant former Lechmere.
                                       Each of the anchor stores are under
                                       separate ownership and are not
                                       considered a part of this appraisal.
                                       Therefore owned GLA consists of 327,393
                                       square feet of mall shops, food court
                                       and kiosk space. The property was
                                       constructed in 1977 and renovated and
                                       expanded between 1996 and 1998.

<TABLE>
<CAPTION>
                                       ==========================================================
GROSS LEASABLE BUILDING AREA:               BUILDING COMPONENTS            GROSS LEASABLE AREA
                                       ==========================================================
                                          <S>                                       <C>          
                                          Anchor Tenants(1)
                                           Filene's:                                165,000+/- SF
                                           Sears:                                   136,464+/- SF
                                           JC Penney :                              101,388+/- SF
                                           Former Lechmere:                          60,768+/- SF
                                       ==========================================================
                                       ANCHOR GLA:                                  463,620+/- SF
                                       ==========================================================
                                       MALL SHOP GLA:                               317,748+/- SF
                                       FOOD COURT GLA:                                7,755+/- SF
                                       KIOSK GLA:                                     1,890+/- SF
                                       ==========================================================
                                       TOTAL OWNED GLA:                             327,393+/- SF
                                       ==========================================================
                                       ==========================================================
                                       TOTAL GLA:                                   791,013+/- SF
                                       ==========================================================
                                       ==========================================================
                                       (1) Each of the anchors owns their respective store and
                                           are thus not included as part of the subject of
                                           this appraisal
                                       ==========================================================
</TABLE>

Parking Spaces:                        3,800 spaces or 4.8 spaces per 1,000
                                       square feet of GLA.

<TABLE>
<CAPTION>
SUMMARY OF PROPERTY OPERATIONS
                                       ================================================================
                                        <S>                           <C>             <C>
                                        OCCUPANCY(1)
                                          1995                              90.2%
                                          1996                              80.9%
                                          19972                             82.8%
                                       ================================================================
                                                                      TOTAL           PER SF OF GLA
                                       ================================================================
                                         INCOME3
                                          1995                        $10,220,443               $45.82
                                          1996                        $10,431,201               $46.77
                                          1997                        $13,038,846               $41.04
                                       ================================================================
                                        OPERATING EXPENSES
                                          1995                         $3,918,118               $17.57
                                          1996                         $3,217,269               $14.42
                                          1997                         $4,058,554               $12.77
                                       ================================================================
                                       (1) 1995 and 1996 occupancy based on average for years, 1997
                                           based on December figure as total square footage changed
                                           during the year. 
                                       (2) The following tenants occupy space as tenants at will while
                                           their lease obligations are finalized; Footlocker, GNC,
                                           Finish Line, The Limited and Mothertime.
                                       (3) Per square foot figures based upon 223,053 square feet
                                           for 1995 and 1996 and 317,748 square feet for 1997.
                                       ===============================================================
</TABLE>

<PAGE>

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

====================================================
INCOME APPROACH ASSUMPTIONS
Cash Flow Analysis
====================================================
<TABLE>
<CAPTION>
<S>                                                  <C>
Current Overall Occupancy:                           92.0%  (Based Upon Mall Shop GLA)
Forecasted Stabilized Occupancy *:                   95.0%  (Based Upon Mall Shop GLA)

                                                     * Exclusive of downtime between leases.

Forecasted Date of Stabilization:                    April 1, 1999

Holding Period:                                      10 Years (1/1/98 - 12/31/07)

Growth Rate Assumptions (1998-2008)
       Sales Growth:                                 3.0%
       Rent Growth:                                  3.0%
       Expense Growth:                               3.0%
       Tax Growth:                                   4.0%

Market Rent Assumptions (per SF)
       Tenants < 1,000 SF                            $70.00
       Tenants 1,001-2,000 SF                        $50.00
       Tenants 2,001-3,500 SF                        $35.00
       Tenants 3,501-5,000 SF                        $30.00
       Tenants 5,001-7,500 SF                        $27.50
       Tenants  > 7,500 SF                           $25.00
       Average Mall Shop Rent                        $34.29

Tenant Alterations
       New Tenants:                                  $15.00/SF
       Renewal Tenants:                              $ 5.00/SF
Leasing Commissions
       New Tenants:                                  $ 2.50/SF
       Renewal Tenants:                              $ 1.50/SF

Tenant Renewal Probability:                          65.0%
Cost of Sale at Reversion:                            2.0%

AS IS INVESTMENT RATES
       Going-In Capitalization Rate:                  8.00% -  8.50%
       Terminal Capitalization Rate:                  8.25% -  8.75%
       Discount Rate:                                10.50% - 11.00%

AS STABILIZED INVESTMENT RATES
       Going-In Capitalization  Rate:                 8.00% -  8.50%
       Terminal Capitalization Rate:                  8.25% -  8.75%
       Discount Rate:                                10.00% - 10.50%
</TABLE>

<PAGE>

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

====================================================
MARKET VALUE INDICATORS
"As Is" Valuation
====================================================
<TABLE>
<CAPTION>
<S>                                                 <C>
Cost Approach:                                      N/A
Sales Comparison Approach:                          $141,100,000
Income Capitalization Approach                      $140,500,000

VALUE CONCLUSION:                                   $141,000,000

Resulting Indicators
        Value Per Sq/Ft Owned GLA:                  $430.68 (Per Sq/Ft Owned GLA)
        Value Per Sq/Ft Mall Shop GLA:              $443.75 (Per Sq/Ft Mall Shop GLA)
        Net Operating Income (CY 1998):             $11,020,433
        Implicit Overall Cap Rate:                  7.82%

====================================================
MARKET VALUE INDICATORS
"As Stabilized" Valuation
====================================================

Cost Approach:                                      N/A
Sales Comparison Approach:                          $145,000,000
Income Capitalization Approach                      $145,000,000

VALUE CONCLUSION:

Resulting Indicators
        Value Per Sq/Ft Owned GLA:                  $442.89 (Per Sq/Ft Owned GLA)
        Value Per Sq/Ft Mall Shop GLA:              $456.34 (Per Sq/Ft Mall Shop GLA)
        Net Operating Income (CY 1998):             $12,266,583
        Implicit Overall Cap Rate:                  8.46%

Exposure Time Implicit in
        Market Value Conclusion:                    Not to Exceed 12 Months
</TABLE>

<PAGE>

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

SPECIAL ASSUMPTIONS AFFECTING VALUATION:

        The following special assumptions have been considered within the
assignment at hand. These assumptions are in addition to the assumptions and
limiting conditions which follow at the end of the report.

        1.     Throughout this analysis we have relied on information provided
               by ownership, management, and the Client which we assume to be
               accurate. Such information includes but is not limited to lease
               abstracts, rent roll and budgeted operating data, and
               construction cost budgets for proposed improvements. Should any
               information received be subsequently shown to be erroneous or
               incorrect, we reserve the right to amend the value conclusion
               herein.

        2.     We have made a visual inspection of the subject property and
               local environs in the process of this analysis. Our comments are
               limited to those items which were readily observable and
               apparent to such an inspection. Comments regarding the
               structural integrity of improvements are beyond the scope of our
               engagement and are best made by a professional engineer.

        3.     Our cash flow analysis and valuation has recognized that all
               signed leases and pending leases with a high probability of
               coming to fruition are signed and implemented according to the
               terms provided. Such leases are identified within the body of
               this report.

        4.     The forecasts of income, expenses, and absorption of vacant
               space included herein are not predictions of the future. Rather,
               they are our best estimates of current market thinking on future
               income, expenses, and demand. We make no warranty or
               representation that these forecasts will materialize.

        5.     The property contains one vacant anchor store (60,768 square
               feet) which was formerly occupied by Lechmere. In August 1997,
               Lechmere declared bankruptcy and closed their store in October
               of the same year. Although management has acquired title to the
               former Lechmere store, it is not considered part of the subject
               of this appraisal. Management is presently in negotiations with
               Best Buy for a portion of the Lechmere store and is pursuing
               other suitable retailers for the balance. It is an assumption of
               this report that the former Lechmere store is re-tenanted with
               one or two destination retailers. Although this will not
               directly impact the rent generated by the subject mall stores,
               it will provide the subject with the necessary draw to maintain
               market share.

        6.     We were provided with a phase I environmental report prepared by
               EMG and dated March 11, 1998. According to the report asbestos
               containing materials (ACMs) were identified in the vinyl floor
               tiles in the unrenovated tenant suites. The report recommended
               that a properly designed operations and maintenance (O & M)
               program be implemented. It is an assumption of this report that
               an O & M program is implemented and that the cost of remediating
               the affected areas is covered within a typical tenant
               improvement allowance.


<PAGE>

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

        7.     The subject's food court is presently under construction and
               will require an additional $1.7 million to complete. As part of
               the proposed financing these funds will be placed in an escrow
               account. Per the client's request we have not considered the
               cost to complete the food court renovation.

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

<PAGE>

                                                PHOTOGRAPHS OF SUBJECT PROPERTY
- -------------------------------------------------------------------------------










                        [PHOTOGRAPH OF SUBJECT PROPERTY]










                        Exterior view of Filene's store.










                        [PHOTOGRAPH OF SUBJECT PROPERTY]











                       Exterior view of JC Penney store.

<PAGE>

                                                PHOTOGRAPHS OF SUBJECT PROPERTY
- -------------------------------------------------------------------------------










                        [PHOTOGRAPH OF SUBJECT PROPERTY]











                         Exterior view of Sears store.










                        [PHOTOGRAPH OF SUBJECT PROPERTY]










                    Exterior view of former Lechmere store.

<PAGE>

                                                PHOTOGRAPHS OF SUBJECT PROPERTY
- -------------------------------------------------------------------------------










                        [PHOTOGRAPH OF SUBJECT PROPERTY]










                             Exterior view of mall.










                        [PHOTOGRAPH OF SUBJECT PROPERTY]










                     Interior view of typical common court.

<PAGE>

                                                PHOTOGRAPHS OF SUBJECT PROPERTY
- -------------------------------------------------------------------------------










                        [PHOTOGRAPH OF SUBJECT PROPERTY]











                         Typical anchor mall entrance.










                        [PHOTOGRAPH OF SUBJECT PROPERTY]










           Interior view of Common court (Note: tables are temporary
                       during, food court renovations).


<PAGE>

                                                              AERIAL PHOTOGRAPH
- -------------------------------------------------------------------------------



















                                 [AERIAL PHOTO]




















<PAGE>

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

                                                                           PAGE

INTRODUCTION.................................................................1
     Identification of Property..............................................1
     Property Ownership and Recent History...................................1
     Legal Description.......................................................2
     Purpose and Intended Use of the Appraisal...............................2
     Date of Value and Property Inspection...................................2
     Property Rights Appraised...............................................2
     Extent of the Appraisal Process.........................................2
     Definitions of Value, Interest Appraised, and Other
       Pertinent Terms.......................................................3
     Competency Provision....................................................5

DEMOGRAPHIC & ECONOMIC ANALYSIS..............................................7

NEIGHBORHOOD ANALYSIS.......................................................20

RETAIL MARKET ANALYSIS......................................................22

PROPERTY DESCRIPTION........................................................55
     Improvement Description................................................57

REAL PROPERTY TAXES AND ASSESSMENTS.........................................63

ZONING......................................................................65

HIGHEST AND BEST USE........................................................66
     As Improved............................................................66
     As Vacant..............................................................67

VALUATION PROCESS...........................................................69

SALES COMPARISON APPROACH...................................................70

INCOME CAPITALIZATION APPROACH..............................................89

RECONCILIATION AND FINAL VALUE ESTIMATE....................................123

ASSUMPTIONS AND LIMITING CONDITIONS........................................126

CERTIFICATION OF APPRAISAL.................................................128

ADDENDA....................................................................129

<PAGE>

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

IDENTIFICATION OF PROPERTY

        The subject of this appraisal assignment is The Mall of New Hampshire
located at 1500 South Willow Street in the Village of Manchester, Hillsborough
County, New Hampshire. The property was originally constructed in 1977 with
three anchor stores and 88 in-line shops. In 1996 the mall began an expansion
and renovation project which included the addition of a fourth anchor tenant
and approximately 105,000 square feet of mall shop space. The property now
contains a total GLA of 791,013 square feet, inclusive of 317,748 square feet
of mall shop space. The property is anchored by Filene's, JC Penney and Sears,
which each owning their respective stores and as such are not part of the
subject of this appraisal.

        The property also contains one vacant anchor store (60,768 square feet)
which was formerly occupied by Lechmere. In August 1997, Lechmere declared
bankruptcy and closed their store in October of the same year. Although
management has acquired title to the former Lechmere store, it is not
considered part of the subject of this appraisal. Management is presently in
negotiations with Best Buy for a portion of the Lechmere store and is pursuing
other suitable retailers for the balance of the space. It is an assumption of
this report that the former Lechmere store is re-tenanted with one or two
destination retailers. Although this will not directly impact the rent
generated by the subject mall stores, it will provide the subject with the
necessary draw to maintain market share.

        The mall is situated on a 70.61-acre site located in the southeast
quadrant of the intersection of State Route 28 and Interstate 293. The property
has a street address of 1500 South Willow Street, Manchester, New Hampshire and
is identified by the City of Manchester's Tax Assessor's office as Parcel #'s
666-A/3, 666-A/3-1, 666-2-A, 666-2, 666-A-7, and 666-A-6.


PROPERTY OWNERSHIP AND RECENT HISTORY

        The subject property was constructed in 1977 by State Properties of New
England. The property has been in continuous ownership by State Properties of
New England or its affiliates since this time. In 1996 the mall began an
expansion and renovation which will add a fourth anchor tenant and increase the
size of the center from 468,000 to 791,013 square feet. Details of this
expansion are as follows:

        o     Filene's purchased a 9.69+/- acre pad site from State Properties
              of New England and constructed a new 165,000 square foot store.

        o     Filene's sold their existing store (60,000 square feet) to State
              Properties of New England. This store was incorporated into a
              105,000 square foot expansion of the mall shop space.

        o     Sears expanded their existing store by 36,000 square feet to
              136,464 square feet and performed a complete (interior and
              exterior) remodel of the store.

        o     State Properties of New England performed a complete remodel of
              the center including upgrading interior mall finishes, a new
              dryvit exterior, new parking surface with enhanced ingress and
              egress and a new food court. The food court is presently under
              construction and is anticipated to be completed by July 1998.

- -------------------------------------------------------------------------------
                                      -1-
<PAGE>

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

        o     JC Penney was added as a fourth anchor store and is scheduled to
              open for business in May 1998.

        To the best of our knowledge there have been no arms-length transfers
of the subject property within the past three years. According to ownership the
property is not presently under contract or listed for sale.


LEGAL DESCRIPTION

        A metes and bounds description of the is presented in the ADDENDA of
this report.


PURPOSE AND INTENDED USE OF THE APPRAISAL

        The purpose of this appraisal is to estimate the As Is Market Value of
the Leased Fee Estate in the subject property as of February 16, 1998, the date
of inspection. The function of this appraisal is to provide an independent
valuation analysis to assist our client in analyzing the property as collateral
for a potential mortgage.


DATE OF VALUE AND PROPERTY INSPECTION

        Our As Is Market Value date is February 16, 1998. On that date, Vincent
S. Maniscalco inspected the property and its surrounding environs. Richard W.
Latella, MAI has reviewed and approved this report but has not inspected the
property.


PROPERTY RIGHTS APPRAISED

        Leased fee estate.


EXTENT OF THE APPRAISAL PROCESS

        In the process of preparing this appraisal, we:

        o     Inspected the subject property, a sampling of interior shops, and
              its surrounding environs;

        o     Interviewed representatives of leasing personnel and the
              management company;

        o     Reviewed leasing policy, concessions, tenant build-out
              allowances, and recently negotiated rental rates, as well as
              forecasted operating statements and a budget of income and
              expenses;

        o     Conducted market research of occupancy rates, asking rents,
              concessions, and operating expenses at competing properties;

        o     Conducted market inquiries into recent sales of similar retail
              centers to ascertain sale prices per square foot, effective gross
              income multipliers, and capitalization rates;

        o     Determined a trade area for the subject and analyzed specific
              data for the property as prepared by ENDS;

- -------------------------------------------------------------------------------
                                      -2-
<PAGE>

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

        o     Estimated market rental rates, absorption, and stabilized income
              and expenses for the subject based upon available market data and
              current market thinking relative to growth in market rents and
              market absorption;

        o     Developed an "as is" market value estimate of the center via the
              Sales Comparison Approach;

        o     Prepared a forecast of income and expenses in connection with
              preparing an estimate of stabilized net income for direct
              capitalization purposes;

        o     Prepared a detailed discounted cash flow (DCF) analysis using o
              Pro-Ject +plus software for the purpose of discounting a
              forecasted net income stream into a present value of the leased
              fee estate for the center;

        o     Reconciled the value indications and concluded a final value
              estimate for the subject on an "as is" basis

        o     For this assignment, a complete appraisal of the subject property
              was performed with the results conveyed in this self-contained
              report. A complete appraisal involves an estimate of market value
              without any departure from the Uniform Standards of Professional
              Appraisal Practice maintained by the Appraisal Foundation. A
              self-contained report makes a comprehensive presentation of the
              data and analyses which serve as the basis of our conclusion of
              value for the subject property.


DEFINITIONS OF VALUE, INTEREST APPRAISED, AND OTHER PERTINENT TERMS

        The definition of market value taken from the Uniform Standards of
Professional Appraisal Practice of the Appraisal Foundation, is as follows:

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

        1.    Buyer and seller are typically motivated;

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

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

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

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

- -------------------------------------------------------------------------------
                                      -3-
<PAGE>

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

        EXPOSURE TIME

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

        Based on conversations with property owners, brokers and management
firms, we have estimated the appropriate exposure time to be no more than 12
months for the subject property. This assumption is further supported by the
results of a recent survey of institutional investors by the Korpacz Company
which indicated an average anticipated marketing time of 10.6 months for
regional malls.

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

        LEASED FEE ESTATE

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

        MARKET RENT

        The rental income that a property would most probably command on the
        open market, indicated by the current rents paid and asked for
        comparable space as of the date of appraisal.

        CASH EQUIVALENT

        A price expressed in terms of cash, as distinguished from a price
        expressed totally or partly in terms of the face amounts of notes or
        other securities that cannot be sold at their face amounts.

        MARKET VALUE AS IS ON APPRAISAL DATE

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

        These definitions have been taken into account when arriving at the
estimate of market value reported in this appraisal assignment.

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                                      -4-
<PAGE>

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

COMPETENCY PROVISION

        We are aware of the competency provision of the Uniform Standards of
Professional Appraisal Practice (USPAP). The authors of this report meet these
standards. Vincent S. Maniscalco inspected the property, researched and
analyzed pertinent market information, and wrote the appraisal report. Richard
W. Latella, MAI has reviewed and approved this report but has not inspected the
property. Vincent S. Maniscalco, and Richard W. Latella, MAI have extensive
appraisal experience with retail properties nationally.

        It is our opinion that we are fully competent to perform this
appraisal, due to the fact that:

        1.     We have full knowledge and experience in the nature of this 
               assignment;

        2.     All necessary and appropriate steps have been taken in order to
               complete the assignment competently; and

        3.     We do not lack any knowledge or experience that would prohibit
               this assignment to be completed in a professional, competent
               manner, or where a biased or misleading opinion of value would
               be rendered.

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                                      -5-
<PAGE>















                            [PHOTO OF REGIONAL MAP]















<PAGE>

                                                DEMOGRAPHIC & ECONOMIC ANALYSIS
- -------------------------------------------------------------------------------

INTRODUCTION

        The short- and long-term value of real estate is influenced by a
variety of factors and forces which interact within a given region. Regional
analysis serves to identify those forces which affect property value and the
role they play within the region. The four primary forces which influence real
property value include environmental characteristics, governmental forces,
social factors, and economic trends. These forces determine the supply and
demand for real property which, in turn, affect market value.


================================================
A. ENVIRONMENTAL CHARACTERISTICS
================================================

        The primary environmental forces which influence the region include
physical location, geography, and infrastructure. These characteristics provide
a basis for the region's stability and describe the area's overall locational
bearing. Both natural and man-made environmental forces influence real property
values and are best understood in relation to the subject property's location.


GENERAL OVERVIEW

        The subject property is located in the City of Manchester, Hillsborough
County, New Hampshire. Hillsborough County is located in the south-central
portion of the state, along the Massachusetts's state border. The county is
comprised of 39 municipalities and totals over 876 square miles. The county is
bounded by Rockingham County, New Hampshire to the east, Essex, Middlesex and
Worcester Counties, Massachusetts to the south, Chesire County, New Hampshire
to the west and Merrimack County, New Hampshire to the north.

        The City of Manchester is located on the eastern boundary of the County
and serves as the region's economic hub. In fact, Manchester is the largest
city in the state of New Hampshire, representing nearly 10% of the state's
population. The City of Nashua located along the Massachusetts border in
Hillsborough County, is the State's second largest city with over 7% of the
population. The balance of the county is primarily residential or rural in
nature. The topography of Hillsborough County is quite diverse, ranging from
mountainous areas, to rolling hills, to generally level landscapes.


TRANSPORTATION

        The Greater Manchester Region is generally well served by an integrated
transportation network. The central portion of the region contains a majority
of the area's transportation links, supported by surrounding interstates,
highways, and local routes.

        HIGHWAYS & INTERSTATES

        The Manchester Region is well serviced by north-south arterial
linkages. Interstate 93 is the main thoroughfare in the area providing
convenient access to the City of Boston, approximately 1 hours drive to the
south. Approximately 16 miles north of Manchester I-93 intersects with I-89
providing convenient access to the Northern New England region. I-293 is a
by-pass route which circumvents the City of Manchester along its western
periphery. The FE 

- -------------------------------------------------------------------------------
                                      -7-
<PAGE>

                                                DEMOGRAPHIC & ECONOMIC ANALYSIS
- -------------------------------------------------------------------------------

Everett Turnpike is also a major/north south artery linking Manchester with the
northwestern suburbs of Boston. State Route 3 also provides convenient
north/south transportation through the Greater Manchester Region. East/West
access through the region is less convenient, comprised mainly of State Route
101 and a variety of local and state maintained routes.

        AIR TRANSPORTATION

        New Hampshire and the Manchester Region demonstrated their commitment
to economic development and international trade with the construction of a new
158,000 square foot terminal at the Manchester Airport (Completed in 1994).
Situated near I-93, I-293 and Routes 101 and 3, the expanded airport is
conveniently located to serve northern New England. Easy access, competitive
airfare and expanded flight schedules make the airport an attractive
alternative to Boston's Logan Airport. In 1997, the airport served more than
1.0 million passengers, posting a double-digit increase over passenger levels
in the previous year. Manchester offers business and leisure air travelers
direct and nonstop jet service to leading U.S. cities. Manchester Airport is
now the third largest cargo airport in New England, behind Logan and Bradley
International Airport in Connecticut. A recently opened full time U.S. Customs
office makes the airport ideal for shipping or receiving international freight
and handling international cargo. New ramp and sorting/distribution facilities
by Federal Express, United Parcel Service (UPS) and Airborne Express have
positioned Manchester Airport as northern New England's air cargo leader.
Manchester Airport is also an active Foreign Trade Zone site.

        INFRASTRUCTURE IMPROVEMENTS

        Route 101, the east/west corridor linking Manchester to the Seacoast
Region, is being widened to four lanes. Slated for completion in 2003, the
improvement creates broader commercial opportunities by providing better access
to I-95. In addition, The Greater Manchester Chamber of Commerce is actively
promoting the development of a connecting road between the F.E. Everett
Turnpike and 1-93 south of the airport. The connector would provide more
convenient access to Manchester Airport and open up hundreds of acres of
valuable industrial land in Manchester and Londonderry.

        OTHER TRANSPORTATION MODES

        The Manchester Region is less than an hour's drive to Portsmouth, home
of the Port of New Hampshire, one of the closest U.S. ice free ports to Europe.
The deep-water port recently completed the addition of a 300-foot pier and
barge container facility and plans to add another 700-foot pier to supplement
the 600-foot pier that is already in place. Portsmouth is also the location of
the International Trade Resource Center, a one stop location for state, federal
and private programs servicing New Hampshire companies competing in
international markets. In addition to services offered by the Manchester
Airport and Port of Portsmouth, the Manchester Region is served by major air
and motor freight companies. Manchester is also located on the main line of the
Boston and Maine Railroad, providing rail connections to Boston and Montreal.
Regularly scheduled bus service is available from Manchester to Boston and
other New England cities through Vermont Transit Lines and Concord Trailways.
Registered taxicabs and limousine services also serve Greater Manchester
communities.

- -------------------------------------------------------------------------------
                                      -8-
<PAGE>

                                                DEMOGRAPHIC & ECONOMIC ANALYSIS
- -------------------------------------------------------------------------------

================================================
B. GOVERNMENTAL CHARACTERISTICS
================================================

        Governmental influences on the region impact property values via
political and legal actions at all levels. The legal climate at a particular
time or in a particular place may overshadow the natural market forces of
supply and demand. Government provides many necessary facilities and services
that affect land use patterns, including public utilities, refuse collection,
transportation networks, zoning codes, and fiscal policies.


GOVERNMENT STRUCTURE

        New Hampshire's state legislature is the largest in the nation (only
the Indian and British parliaments are larger than the New Hampshire state
legislature), consisting of a 400-member House of Representatives and a
24-member Senate. Its official name is the General Court of New Hampshire.
Legislators meet annually, earning a salary of $200 per two-year term (the
lowest legislative salary in the nation).

        New Hampshire's executive branch consists of a governor and a
five-member executive council; both are elected to office every two years. The
state is divided into five councilor districts with each district electing its
own councilor. New Hampshire has no lieutenant governor.

        Local government consists of a county delegation in each of New
Hampshire's 10 counties. County government is secondary in importance, however,
to city and town government. New Hampshire law permits three types of town
government: town meeting/board of selectmen; town council/town manager; or
elected first selectman/board of selectmen/town meeting. The town meeting is a
means of government, not just a meeting: Town officials are elected, issues are
discussed and voted on.

        Municipal governments differ from town governments in that a city's
legislative power is vested in its council. A typical city government has a
mayor and council and is subdivided into wards. New Hampshire has 13 cities and
221 towns.


TAX STRUCTURE

        The State of New Hampshire does not levy a personal income tax, sales
tax inventory or machinery tax. The State does levy a Business Profit Tax which
is set at 7%. Local property taxes support schools, libraries, water, sewer,
and fire services, and town highways.


BOND RATING

        Moody's Bond Record places the State of New Hampshire, Hillsborough
County and the City of Manchester's bond rating as "Aa2" relative to investment
qualities. "Aa" bonds are judged to be of high quality by all standards but
include elements that may present long-term risks which appear somewhat higher
than "Aaa". "Aaa" bonds are judged to be the best quality and carry the
smallest degree of investment risk. "Baa" bonds are medium grade obligations
which are neither highly protected nor poorly secured. Interest payments and
principal security appear adequate for the present, but certain protective
elements may be lacking or may be 

- -------------------------------------------------------------------------------
                                      -9-
<PAGE>

                                                DEMOGRAPHIC & ECONOMIC ANALYSIS
- -------------------------------------------------------------------------------

characteristically unreliable over any great length of time. Moody's applies
numerical modifiers 1, 2 & 3 in each generic rating classification from Aa to
Caa. The 1 modifier indicates that the security ranks in the higher end of its
generic rating category, the 2 modifier indicates a mid-range ranking and the 3
modifier indicates that the issue ranks in the lower end of its generic ranking
category.


================================================
C. SOCIAL FORCES
================================================

        Real estate values can be influenced to a large degree by social issues
impacting the region, including population trends, income levels, the profile
of workers in the area, and other quality of life issues. The demographic
composition of the population reveals the potential, basic demand for real
estate services.


POPULATION

        The population and its geographic distribution are basic determinants
of the need for real estate. Aggregate population growth is distributed among
regions in response to changing economic opportunities, while the demand for
real estate is created by a population's demand for the goods and services to
be produced or distributed within the region. Thus, population and demographic
trends can influence the demand for services provided by property, thereby
affecting property value.

        A strong local economy, high quality of life, and a low cost of living,
couple with the urban sprawl generated by the City of Boston resulted in strong
population growth in Hillsborough County during the 1980s. According to
information complied by the US Census Bureau, the population of the County
increased by nearly 60,000 persons during the 1980s or 2.0% per annum. In
comparison the Boston MSA and United States increased in population during this
same time period by 0.6% and 0.9% per annum, respectively. During the 1990s,
State of New Hampshire experienced a comparable increase in population of 1.9%
per year. It should be noted that the increase in population in Hillsborough
County represented over 30% of the total increase in the State.

         Equifax National Decision Systems (ENDS) is a national demographic
firm specializing in population and demographic forecasts. ENDS projects
continued population growth through the 1990s with a 1997 estimate of 357,546
or 0.9 percent annual increase over the 1990 census figure. This rate of growth
is less than experienced during the 1980s but exceeds the level projected for
the Boston MSA or the State of New Hampshire. Through 2002 ENDS is projecting
further increases in the population base of 1.2 percent per annum to 379,649. A
complete demographic profile of Hillsborough County as compared with the Boston
MSA, State of New Hampshire and the United States is exhibited in the chart on
the following page.

- -------------------------------------------------------------------------------
                                      -10-
<PAGE>

<TABLE>
<CAPTION>
===================================================================================================================================
                                                      THE MALL OF NEW HAMPSHIRE
                                             REGIONAL ECONOMIC & DEMOGRAPHIC FACT SHEET
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                       COMPOUND ANNUAL GROWTH RATE
                                                                              1997            2002      1980-     1990-      1997-
                                                1980           1990         (EST.)         (PROJ.)       1990      1997       2002
===================================================================================================================================
<S>                                          <C>            <C>            <C>             <C>           <C>       <C>      <C> 
POPULATION
  Hillsborough County, NH                    276,608        336,073        357,546         379,649       2.0%      0.9%     1.2%
  Boston, MA PMSA                          5,336,187      5,685,998      5,823,109       5,993,041       0.6%      0.3%     0.6%
  State of New Hampshire                     920,610      1,109,252      1,166,989       1,216,575       1.9%      0.7%     0.8%
  United States                          226,545,856    248,709,872    266,798,176     278,178,912       0.9%      1.0%     0.8%
===================================================================================================================================
HOUSEHOLDS
  Hillsborough County, NH                     95,820        124,567        138,781         151,086       2.7%      1.6%     1.7%
  Boston, MA PMSA                          1,880,101      2,111,440      2,247,240       2,330,769       1.2%      0.9%     0.7%
  State of New Hampshire                     323,493        411,186        453,557         482,873       2.4%      1.4%     1.3%
  United States                           80,389,688     91,947,408    101,561,672     107,323,152       1.4%      1.4%     1.1%
===================================================================================================================================
AVERAGE  HOUSEHOLD INCOME
  Hillsborough County, NH                 $   21,147     $   46,478     $   64,527      $   81,630       8.2%      4.8%     4.8%
  Boston, MA PMSA                         $   21,128     $   46,892     $   65,329      $   87,177       8.3%      4.9%     5.9%
  State of New Hampshire                  $   19,543     $   42,502     $   57,735      $   72,646       8.1%      4.5%     4.7%
  United States                           $   20,307     $   38,453     $   55,449      $   71,106       6.6%      5.4%     5.1%
===================================================================================================================================
PER CAPITA INCOME                                                                       
  Hillsborough County, NH                 $    7,390     $   17,404     $   25,453      $   32,981       8.9%      5.6%     5.3%
  Boston, MA PMSA                         $    7,548     $   17,644     $   25,862      $   35,055       8.9%      5.6%     6.3%
  State of New Hampshire                  $    6,966     $   15,959     $   23,002      $   29,476       8.6%      5.4%     5.1%
  United States                           $    7,298     $   14,420     $   21,464      $   27,980       7.0%      5.8%     5.4%
===================================================================================================================================
AGGREGATE INCOME (MILLIONS)                                                             
  Hillsborough County, NH                 $    2,044     $    5,849     $    9,101      $   12,521      11.1%      6.5%     6.6%
  Boston, MA PMSA                         $   40,278     $  100,324     $  150,597      $  210,086       9.6%      6.0%     6.9%
  State of New Hampshire                  $    6,413     $   17,703     $   26,843      $   35,860      10.7%      6.1%     6.0%
  United States                           $1,653,332     $3,586,396     $5,726,556      $7,783,446       8.1%      6.9%     6.3%
===================================================================================================================================
NON-AGRICULTURAL EMPLOYMENT (000'S)(1)
  Hillsborough County, NH                     157.70         205.37         213.38          228.54       2.7%      0.5%     1.0%
  Boston, MA PMSA                           2,924.25       3,428.19       3,485.50        3,635.75       1.6%      0.2%     0.6%
  State of New Hampshire                      471.94         627.94         683.18          754.97       2.9%      1.2%     1.4%
  United States                           109,023.51     134,393.52     146,073.98      158,852.15       2.1%      1.2%     1.2%
===================================================================================================================================
Source: Equifax National Decision Systems, Woods & Poole Economics, Inc.
(1) Employment projection is as of 2005
===================================================================================================================================
</TABLE>

<PAGE>

                                                DEMOGRAPHIC & ECONOMIC ANALYSIS
- -------------------------------------------------------------------------------

        The population of Hillsborough County is maturing. The median age of
the population in Hillsborough County for 1997 was estimated at 34.46 years,
while the average age was 35.20. Approximately 25.73 percent of the population
is between the ages of 35 and 49 years.


HOUSEHOLDS

        Household formation is an important component of demographic analysis
which helps to identify changing patterns or shifts within the population. A
household consists of all people occupying a single housing unit, thus
providing significant sociological information about the region. Household
formation also has a significant influence on demand for real estate.
Households, combined with effective purchasing power, provide the basic demand
for housing units and household needs, thereby transforming needs into
effective demand for real estate improvements.

        Like the nation as a whole, household formation has occurred at a rate
in excess of population growth within the subject region. According to our
Equifax National Decision Systems Survey, there was an estimated 138,781
households in Hillsborough County as of 1997. This reflects an increase of
approximately 2.7 percent per year from the 1980 household base of 124,567. As
is common with the rest of the country the overall size of the households have
been decreasing. In 1970, for example, the average household size was 3.17
persons while in 1980, this figure decreased to 2.89 persons, (down 8.83
percent).

        According to Equifax National Decision Systems, Hillsborough County
gained 14,214 households between 1990 and 1997. Through 2002, Equifax National
Decision Systems projects a 1.7 percent per year increase in the county to
151,086 units.

INCOME

        Income levels, either on a per capita, per family, or per household
basis, indicate the economic level of residents within the region and form an
important component of economic analysis. Average income has a direct impact on
the ability of residents to satisfy material desires for goods and services,
directly affecting the demand and price levels of real estate.

        The county's residents are slightly more affluent than those of the
state or nation but consistent with that of the MSA as a whole. This was due in
part to the number of residences which commute to higher paying jobs in the
City of Boston as well as the number of high paying jobs in the technical
fields.

        According to ENDS, average household income within Hillsborough County
is currently $64,527. Median household income in the county is $50,975, while
per capita income is $25,453. The largest distribution of income is in the
$35,000 to $74,999 range, with approximately 45.21 percent of the households
earning annual incomes within these figures. It should also be noted that
approximately 30.35 percent of the population earn less than $35,000, while
only 12.23 percent earn in excess of $100,000.

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                                     -12-
<PAGE>

                                                DEMOGRAPHIC & ECONOMIC ANALYSIS
- -------------------------------------------------------------------------------

EFFECTIVE BUYING INCOME

        While income levels in the county are generally affluent, the lower
cost of living in the area further increases the disposable income to
residents. Sales & Marketing Management places median household effective
buying income at $42,769 for Hillsborough County as of 1996, above both the
state and national median household EBI figures of $40,286 and $33,482,
respectively.


================================================
D. ECONOMIC TRENDS
================================================

        Economic forces are significant to real property value. The fundamental
relationships between current and anticipated supply and demand and the
economic ability of the population to satisfy its wants, needs, and demands
through purchasing power are tantamount to such an analysis. Some of the
specific market characteristics considered in economic analysis include
employment trends, the economic base of the region, expansion and new
development, and the overall economic health of the region.

EMPLOYMENT CHARACTERISTICS

        The City of Manchester was developed around the textile industry and in
particular the Amoskeag Manufacturing Company. In 1831 a group of Boston-based
investors acquired the water rights to the Merrimack River in Manchester and
purchased vast tracts of land along both sides of the river. Amoskeag
Manufacturing then developed a major complex of mills which produced cotton and
woolen textiles as well as steam-powered fire engines, railroad engines and
other products. In the early twentieth century, the Armoskeag Manufacturing
Company was the largest textile producer in the world. At its peak, it had 30
mills in operation with 8 million square feet of floor space and employed over
17,000 workers. The mill thrived until the 1920s, when competition from
southern mills, obsolete technology and the national depression took their
toll. In 1936, following several years of decline, Amoskeag went bankrupt and
the mills were closed. Over the next sixty years the City of Manchester
reestablished its economy through diversification.

        Today, the Manchester Region boost a strong, diversified, local
economy. Area enterprises employ more than 93,000 people and job growth
continues to be steady. Greater Manchester is now the major financial, business
services, insurance, communications, and health care center north of Boston. It
is also home to an eclectic blend of high tech companies and manufacturers,
ranging from small start-up software companies to such Internationally
recognized giants as General Electric, Freudenberg-NOK, Osram-Sylvania, and
Velcro USA.

        The foundation for Manchester's current economic diversity was laid in
the 1980s when southern New Hampshire captured attention as one of the fastest
growing areas in the nation. The national economic recession from l988-1991
dramatically slowed the region's growth, but the Manchester area led the way
when the economy began to rebound. By 1995, Manchester had replaced all the
jobs that is lost during the recession and per capita income posted the fourth
fastest growth rate in the country.

- -------------------------------------------------------------------------------
                                     -13-
<PAGE>

                                                DEMOGRAPHIC & ECONOMIC ANALYSIS
- -------------------------------------------------------------------------------

        The economic recovery and continued growth in Greater Manchester has
been fueled by expansions of existing businesses such as Velcro USA and Jac Pac
Foods, as well as start-up enterprises and relocations of existing business
such as Fidelity Investments.

        Many new and existing businesses have experienced tremendous growth by
expanding into global markets. Services offered at Manchester's newly expanded
regional airport and at the nearby Port of Portsmouth make the area ideal for
companies exporting to Canada or abroad. In 1996, New Hampshire exports to 150
countries worldwide totaled more than $1.6 billion, an all time high for the
state. Exports are projected to reach new highs in 1997.

        The presence of three major telecommunications companies in the
Manchester area and 200 authorized long-distance carriers has made the region
increasingly attractive to companies, such as Fidelity lnvestments, that rely
on state of-the art telecommunications capabilities. Competition within the
industry ensures that businesses within the Manchester Region receive
cost-efficient, top-quality services.

        Health care has also become a growth market in the Manchester area,
with more than 8,600 people employed by health care providers, insurers or
affiliated businesses The recent consolidation of Manchester's Elliot and
Catholic Medical Center hospitals under the umbrella of Optima Health, Inc. has
made that enterprise the largest service sector employer in Greater Manchester.
The Lahey-Hitchcock Clinic has just completed a new facility in Manchester, and
HMOs and insurers such as Oxford Health Systems and Blue Cross and Blue Shield
of New Hampshire have all recently relocated all or part of their operations to
the Manchester Region.

        The region's recent business growth is partially a reflection of the
appealing lifestyle that southern New Hampshire offers to entrepreneurs,
corporate officers and employees who wish to live and work in an environment
they enjoy. But it is also testimony to the unique blend of attributes that
make the Manchester area and southern New Hampshire ideal for business and
industry.


LABOR FORCE

        The population in Hillsborough County provides employers with a well
trained labor force. As illustrated by the following table, over 53 percent of
the population in the county has attended some level of college with 18.08
percent attaining a bachelor's degree and 8.03 percent attaining a graduate
degree. In comparison 50.46 percent of the state and 45.23 percent of the
United State's population has attended some level of college.

- -------------------------------------------------------------------------------
                                     -14-
<PAGE>

                                                DEMOGRAPHIC & ECONOMIC ANALYSIS
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
===============================================================================
                                EDUCATION LEVEL
                             POPULATION 25 YEARS +
===============================================================================
                                   HILLSBOROUGH       NEW          UNITED
                                      COUNTY        HAMPSHIRE      STATES
===============================================================================
<S>                                    <C>           <C>           <C>   
Elementary (0-8)                       7.13%         6.68%         10.39%
Some High School (9-11)               10.68%         11.17%        14.38%
High School Graduate (12)             28.59%         31.69%        29.99%
Some College (13-15)                  18.86%         18.03%        18.74%
Associates Degree                      8.37%         8.06%          6.16%
Bachelors Degree                      18.08%         16.43%        13.11%
Graduate Degree                        8.03%         7.94%          7.22%
===============================================================================
Source: Equifax National Decision Systems
</TABLE>

        Furthermore, a recent study by the American Electronics Association
revealed that New Hampshire had the highest concentration of high tech workers
per thousand population in the nation. Most of these high tech workers live and
work in the southern part of the state.

        The concentration of colleges and universities in the Manchester area
ensures the continued availability of educated, highly skilled employees.
Colleges in Hillsborough County include Daniel Webster in Nashua, Hawthorne in
Antrim, Rivier in Nashua, Hesser, Notre Dame, New Hampshire College, University
of New Hampshire at Manchester, Saint Anselm in Manchester and Magdalen in
Bedford. In addition, southern New Hampshire has ready access to one of the
greatest concentrations of academic institutions in the world in nearby Boston.


STATE AND LOCAL RESOURCES

        The state government takes an active role in encouraging business
growth through financing and information programs. The New Hampshire Department
of Resources and Economic Development and its divisions of Economic
Development, Business and Industrial Development, International Commerce and
Travel and Tourism work closely with the private sector and municipal entities
to support prospective and existing New Hampshire businesses.

        The Greater Manchester Chamber of Commerce (Regional Economic
Development Initiative) also spearheads a collaborative effort with area towns
to implement an economic development program for the region. This cooperative
program is funded organized and managed exclusively by the private sector to
work in concert with local governments to create and expand jobs in the region.
Many of the communities surrounding Manchester also have independent economic
development programs, aggressively promoting their towns to companies seeking
to relocate or expand. In many cases, towns have streamlined their permit
process and redeveloped zoning ordinances. Towns with especially active
economic development initiatives are: Bedford, Derry, Goffstown, Hooksett,
Londonderry and Merrimack. Derry, Londonderry and Merrimack chambers of
commerce also assist in development and sustainment of their local business
communities.

- -------------------------------------------------------------------------------
                                     -15-
<PAGE>

                                                DEMOGRAPHIC & ECONOMIC ANALYSIS
- -------------------------------------------------------------------------------

        The City of Manchester provides assistance to businesses interested in
locating or expanding in the area through the Manchester Economic Development
Office (MEDO). The Greater Manchester Chamber of Commerce works in concert with
MEDO and other state, city, education and non-profit organizations to build the
best environment possible for doing business in the Manchester area.
Recognizing the importance of international trade to the state and local
economy, the Chamber joined forces with the state's International Trade
Resource Center to create New Hampshire Protocol Alliance, an organization that
connects New Hampshire companies with business executives around the world.

        The private sector and the City of Manchester also joined forces to
create the Intown Management Corporation in the fall of 1995. The corporation
is charged with spearheading the redevelopment of Manchester's central business
district, including the famous Amoskeag Millyard. Some of its recent
initiatives include the redevelopment of Manchester's main thoroughfare, a
facade improvement program, and the creation of a downtown ice skating rink and
concert series. Intown Manchester fostered the creation of For Manchester, a
volunteer effort to assist in the revitalization of the city.


UNEMPLOYMENT RATES

        Unemployment rates in Manchester have historically been below state and
national figures. As of November 1997, the unadjusted unemployment rate for
Manchester was 2.6 percent, 120 points below year-end 1996 levels, and 40
points below the state unemployment rate of 3.0 percent. Mirroring national
trends, unemployment peaked between 1991-1993, followed by a declining trend
through 1996.

<TABLE>
<CAPTION>
===============================================================================
                          Historic Unemployment Rates
===============================================================================
                     Hillsborough               New                United
     Year               County               Hampshire             States
===============================================================================
<S>                      <C>                    <C>                 <C> 
    11/97                2.6%                   3.0%                4.6%
- -------------------------------------------------------------------------------
     1996                3.7%                   4.2%                5.4%
- -------------------------------------------------------------------------------
     1995                4.0%                   4.0%                5.6%
- -------------------------------------------------------------------------------
     1994                4.6%                   4.6%                6.1%
- -------------------------------------------------------------------------------
     1993                6.2%                   6.6%                6.9%
- -------------------------------------------------------------------------------
     1992                7.5%                   7.5%                7.5%
- -------------------------------------------------------------------------------
     1991                7.3%                   7.2%                6.8%
- -------------------------------------------------------------------------------
     1990                5.8%                   5.6%                5.6%
===============================================================================
        Source: Employment & Earnings; Bureau of Labor Statistics
===============================================================================
</TABLE>

EMPLOYMENT GROWTH PROJECTIONS

        Woods & Poole Economics projects moderate-good non-farm employment
growth for Hillsborough County over the next seven years, with an annual rate
of increase forecasted at 1.0 percent per year. This level of growth is less
than the average for the state or nation as a whole which are expected to
increase by 1.4 and 1.2 percent per annum respectively. The Boston MSA,
however, is forecast to increase at a more moderate rate of 0.6 percent per
annum.

- -------------------------------------------------------------------------------
                                     -16-
<PAGE>

                                                DEMOGRAPHIC & ECONOMIC ANALYSIS
- -------------------------------------------------------------------------------

RETAIL SALES

        Another measure of the economic health of a region is retail sales
patterns. Consumers drive the economy by creating demand for goods and services
and, in turn, generate the need for housing, office space, retail centers, and
warehouse/distribution facilities. It is estimated that consumer spending
accounts for two-thirds of all economic activity in the United Sates today. As
such, retail sales patterns have become an important indicator of the economic
health of a region.

        During the 1980s retail sales in Hillsborough County increased by 4.0
percent per annum. In comparison the state of New Hampshire experienced growth
in retail sales of 4.2 percent and the United States as a whole experienced a
1.6 percent increase. Since 1990, total retail sales has been more modest, a
trend experienced in all sectors. Woods & Poole is forecasting slower annual
sales growth of 1.3 percent per year through 2005 which is slightly less than
both state or national averages.

<TABLE>
<CAPTION>
=======================================================================================
                                 RETAIL SALES TRENDS
                                      IN 1992 $
                                       ($000'S)
=======================================================================================
                               HILLSBOROUGH            NEW               UNITED(1)
YEAR                              COUNTY            HAMPSHIRE             STATES
=======================================================================================
<S>                              <C>                <C>                 <C>      
1980                             $2,494.07          $8,046.72           $1,636.43
1990                             $3,709.49         $12,181.83           $1,926.19
1997                             $3,849.23         $12,691.77           $2,160.63
2005 Projection                  $4,254.82         $14,347.78           $2,413.63
=======================================================================================
CAGR(2) 1980 - 1990                4.0%               4.2%                 1.6%
CAGR 1997 - 2005                   1.3%               1.5%                 1.4%
=======================================================================================
(1) US figures presented in billions 
(2) Compound Annual Growth Rate
Source: Woods & Poole Economics
=======================================================================================
</TABLE>

===========================================
E. SUMMARY
===========================================

        Manchester and Hillsborough County developed as an industrial community
centered around the textile mills along the Merimack River. Since the closing
of the mills in the late 1930s, the areas economy has diversified and now
produces a wide array of products and services. The area has a significant
employment base in its own right but has also become a bedroom community for
Boston commuters.

        Fueled by the lower cost of living, ample employment opportunities and
its proximity to Boston, Hillsborough County experienced rapid population and
household growth during the 1980s. This growth has continued through the first
part of the 1990s and is projected to continue through the remaindered of the
decade, albeit at a more moderate pace. Income levels in the area are strong
outpacing both state and national levels.

- -------------------------------------------------------------------------------
                                     -17-
<PAGE>

                                                DEMOGRAPHIC & ECONOMIC ANALYSIS
- -------------------------------------------------------------------------------

        As we foresee continued economic growth, it is our opinion that the
future for the Manchester Region is positive. The short term outlook is for
continued stability and slow growth while the long term prospects for the area
is promising as its economic base continues to diversify and expand. Manchester
should be able to sustain and continue growth in the future while remaining
desirable to the major industries and maintaining a strong labor force.






















- -------------------------------------------------------------------------------
                                     -18-
<PAGE>
















                         [GRAPHIC OF NEIGHBORHOOD MAP]

















<PAGE>

                                                          NEIGHBORHOOD ANALYSIS
- -------------------------------------------------------------------------------

OVERVIEW

        A neighborhood is defined as a grouping of complimentary land uses
affected by similar operations of the social, economic, governmental, and
environmental forces that influence property value. As a regional center, the
subject serves a much larger market than its immediate neighborhood.
Essentially, the subject can be defined as one of the principal retail
destination centers for southern New Hampshire. It has good regional
accessibility by virtue of its location along Route 28 and Interstate 293.
Nonetheless, a discussion of the local environs is an important element in a
total analysis of the subject property.


GENERAL

        The subject neighborhood is located along a commercial section of South
Willow Street (Route 28) within the City of Manchester, Hillsborough County,
New Hampshire. The Town of Manchester is generally bounded by the Town of
Hooksett to the north, the Towns of Goffstown and Bedford to the west, The town
of Londonderry to the south, and the Town of Auburn to the east. The subject's
neighborhood is approximately 3 miles south of the Manchester CBD and is
characterized by retail commercial uses.


ACCESS/LINKAGE

        The subject property is located in the southeast quadrant of the
intersection of Route 28 and Interstate 293. Route 28 also known as South
Willow Street is a heavily traveled commercial thoroughfare which provides
access from the Manchester CBD to the southern communities of Londonderry and
Goff's Falls. Interstate 293 is a beltway which splits-off from Interstate 93
approximately 2 miles east of the subject and circumvents the City of
Manchester along its western periphery. Interstate 93 is the main north/south
artery in the State of New Hampshire providing access from the City of Boston
to its terminus at Interstate 91 in the City of Saint Johnsbury. Together these
arteries provide convenient access from the surrounding communities in southern
New Hampshire as well as the northern suburbs of Boston.

        Access to the subject property from I-293 is rather direct and is
provided by Route 28. In the area of the subject property, Route 28 was
recently widened to ten lanes including three turning lanes for the subject
property.

        East/West access to the subject property is less convenient as it
primarily relies upon local arteries. The major east/west artery in the area is
State Route 101, located approximately 2 miles north of the subject.


LAND USE PATTERNS

        The development of the subject property characterized the neighborhood
as a retail corridor and was the impetus for a variety of ancillary
developments. Directly opposite the subject property is the Kmart Plaza, a
140,000 square foot center anchored by Kmart, Toys R Us, and Filene's Basement.
The property was constructed in 1975 and presents a somewhat tired appearance.
Just south of the subject there are several newer freestanding retailers
including Home Quarters, Lay-Z-Boy, Barnes & Noble and Sears' Homelife. Further
south, as one approaches the Manchester Airport, the area becomes less densely
developed and more office/industrial in nature.

- -------------------------------------------------------------------------------
                                     -20-
<PAGE>

                                                          NEIGHBORHOOD ANALYSIS
- -------------------------------------------------------------------------------

        Immediately north of Interstate 293 the area continues to be
characterized by dense development featuring nationally recognized retailers
such as Circuit City, Pier One, Sports Authority, Petco, TJ Maxx, Service
Merchandise, Bradlees, Office Max and Home Depot. Further north the area
continues to be developed with retail uses, however, uses in this area are
generally less intensive such as small strip centers which cater primarily to
local merchants.


DEVELOPMENT TRENDS

        The subject's neighborhood has been densely developed with retail uses
for numerous years, but witnessed a resurgence in the early 1990s when many big
box users relocated to the area. Due to the densely developed nature of the
area, many of these retailers were forced to either redevelopment existing
under-utilized properties or accept secondary sites with less frontage. The
expansion and renovation of the subject property is the most recent retail
development in the area. Recently, development has focused more on the hotel
segment of the market with the construction of a new Marriott Courtyard and
Best Western as well as the conversion of an existing Days Inn into a Sheraton
Four Points. Given the built-up nature of the subject's neighborhood we do not
anticipate any significant new development. The area south of the subject is
less densely developed but is less convenient to I-293. Given the current
utilizations in this area we anticipate continued development of office and
industrial product and other ancillary uses to the Manchester Airport.


SUMMARY

        The subject property benefits from its location at an easily accessible
intersection in the Town of Manchester. From its proximity to residential
developments, to its accessibility from all parts of the region, the subject is
clearly capable of capturing a substantial amount of GAFO expenditure
potential. The subject property was the catalyst for a vast array of
redevelopment along the Route 28 in proximity to its interchange with I-293.
The presence of such notable retailers as Kmart, Home Depot, Circuit City,
Sports Authority and Bradlees helps to establish the subject's neighborhood as
one of the principal retail destinations in the greater Manchester area.

- -------------------------------------------------------------------------------
                                     -21-
<PAGE>

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------

TRADE AREA OVERVIEW

        A retail center's trade area contains people who are likely to
patronize that particular retail center. These customers are drawn by a given
class of goods and services from a particular tenant mix. A center's
fundamental drawing power comes from the strength of the major tenants, as well
as the regional and local tenants which complement and support the anchors. A
successful combination of these elements creates a destination for customers
seeking a variety of goods and services while enjoying the comfort and
convenience of an integrated shopping environment.

The subject can best be described as a regional shopping center.

        THE REGIONAL CENTER1 PROVIDES FOR GENERAL MERCHANDISE, APPAREL,
        FURNITURE, AND HOME FURNISHINGS IN DEPTH AND VARIETY, AS WELL AS A
        RANGE OF SERVICES AND RECREATIONAL FACILITIES. IT IS BUILT AROUND ONE
        OR TWO FULL-LINE DEPARTMENT STORES OF GENERALLY NOT LESS THAN 100,000
        SQUARE FEET. IN THEORY, ITS TYPICAL SIZE FOR DEFINITIVE PURPOSES IS
        450,000 SQUARE FEET OF GROSS LEASABLE AREA; IN PRACTICE, IT MAY RANGE
        FROM 300,000 TO 1,000,000 SQUARE FEET. THE REGIONAL CENTER IS THE
        SECOND LARGEST TYPE OF SHOPPING CENTER. AS SUCH, IT PROVIDES SERVICES
        TYPICAL OF A BUSINESS DISTRICT YET NOT AS EXTENSIVE AS THOSE OF THE
        SUPER-REGIONAL CENTER.

        In order to define and analyze the market potential for The Mall of New
Hampshire, it is important to first establish the boundaries of the trade area
from which the subject will draw its customers. In some cases, defining the
trade area may be complicated by the existence of other retail facilities on
main thoroughfares within trade areas that are not clearly defined or whose
trade areas overlap with that of the subject. The subject's potential trade
area partially overlaps with other retail facilities found throughout certain
defined or established nodes of retail development in Hillsborough County and
its environs. We note that its overall capture rate of area retail expenditure
potential is influenced to some extent by such area malls as Pheasant Lane
Mall, The Mall at Rockingham Park and Steeplegate Mall. There are numerous
other area shopping centers that are found throughout the general area,
however, it is felt that these three most directly impact the subject and
combine to define the limits of its total trade area.

        As described in our "Neighborhood Analysis", there are also various
nodes of retail concentration throughout the area including that which is found
along Route 28 near the mall. These consist primarily of strip centers as well
as certain free-standing destination retailers, supermarkets and specialty
stores in the market. While some cross-shopping does occur, these stores act
more as a draw to the area, creating an image for the area as a prime
destination shopping location and generating more retail traffic than would
exist in their absence. Nonetheless, we do recognize and mention these centers
to the extent that they provide a complete understanding of the area's retail
structure.

- -------------
(1) Urban Land Institute: Dollars and Cents of Shopping Centers - 1997.

- -------------------------------------------------------------------------------
                                     -22-
<PAGE>

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------

        Once the trade area is defined, the area's demographics and economic
profile can be analyzed. This will provide key insight into the area's dynamics
as it relates to the subject. The sources of economic and demographic data for
the trade area analysis are as follows: Equifax National Decision Systems
(ENDS), Sales and Marketing Management's Survey of Buying Power, The Urban Land
Institute's Dollars and Cents of Shopping Centers (1997), CACI, The Sourcebook
of County Demographics, and The Census of Retail Trade - 1992. The subject's
Total Trade Area, profiled by Equifax National Decision Systems, has been
defined based upon our analysis of the subject's market and competing centers.
We have also relied upon a Shopper Survey provided by management which was
completed in 1996.


SCOPE OF TRADE AREA
        Traditionally, a retail center's sales are principally generated from
within its primary trade area, which is typically within reasonably close
geographic proximity to the center itself. Generally, between 55.0 and 65.0
percent of a regional center's sales are generated within its primary trade
area. The secondary trade area generally refers to more outlying areas which
provide less frequent customers to the center. Residents within the secondary
trade area would be more likely to shop closer to home due to time and travel
constraints. Typically, an additional 20.0 to 25.0 percent of a center's sales
will be generated from within the secondary area. For centers which have above
average regional accessibility, this percentage can sometimes be greater. The
tertiary or peripheral trade area refers to more distant areas from which
occasional customers to the mall reside. These residents may be drawn to the
center by a particular service or store which is not found locally. Industry
experience shows that between 10.0 and 15.0 percent of a center's sales are
derived from customers residing outside of the trade area. This potential is
commonly referred to as inflow.

        Before the trade area can be defined, it is necessary that we
thoroughly review the retail market and the competitive structure of the
general marketplace, with consideration given as to the subject's position
therein. Subsequent to our discussion of the area's retail structure, a profile
of the department stores which anchor the subject is presented in order to
fully acquaint the reader with its overall market position therein.


RETAIL STRUCTURE

        With respect to regional mall competition, the subject appears to be
relatively well positioned. In order to examine the subject property in its
proper context, we must first examine the nature of the area infrastructure as
well as the competition. The Mall of New Hampshire was built in 1977 at the
intersection of State Route 28 and Interstate 293 on the eastern boundary of
Hillsborough County.

        State Route 28 is primarily a local route which provides access from
the Manchester CBD to the southern communities of Londonderry and Goff's Falls.
It is a heavily traveled thoroughfare which provides convenient access to the
subject property from the local community.

        I-293 is a bypass route which circumvents the City of Manchester along
its western periphery. Approximately 2 miles east of the subject I-293
intersects with I-93, the major north/south artery in the area. Approximately 1
mile west of the subject, I-293 intersects with 

- -------------------------------------------------------------------------------
                                     -23-
<PAGE>

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------

FE Everett Turnpike, another major north/south artery. East/west access is
primarily provided by State Route 101, located approximately 2 miles north of
the subject and local arterials. Together these roadways provide the subject
property with convenient access throughout southern New Hampshire and northern
Massachusetts.

        From a competitive standpoint, the subject is most proximate to
Pheasant Lane Mall or The Mall at Rockingham Park, each located approximately
20 miles to the south. Steeplegate Mall is approximately 25 miles north of the
subject.


COMPETITION

        Including The Mall of New Hampshire, there are four regional malls in
the southern New Hampshire market. The malls include Pheasant Lane, The Mall at
Rockingham Park and Steeplegate Mall. All of the malls offer a traditional mix
of nationally recognized tenants and compete on a mid-level price point. As
such all three malls are considered direct competitors to the subject in terms
of marketing strategy. Each of the centers is 20 to 25 miles in distance from
the subject and as such are considered secondary competitors in terms of
location, as they will generate the majority of their sales from outside of the
subject's primary trade area. Nevertheless these centers establish the
boundaries of the Mall of New Hampshire's primary and secondary trade areas.
The following table along with accompanying map on the FOLLOWING PAGE,
identifies the extent of regional competition for the subject. As shown,
including the subject, there are four regional malls totaling 3.2 million
square feet of space.

<TABLE>
<CAPTION>
===================================================================================================================
                  COMPETITIVE INVENTORY OF REGIONAL MALL SPACE
===================================================================================================================
                                                                          APPROXIMATE
                                       YEAR                                DISTANCE
            MALL/RETAIL PROPERTY      BUILT/           OWNER/                FROM          ANCHORS/        SIZE
                                      RENOV            MANAGER              SUBJECT       MALL SHOPS      (SQ FT)
===================================================================================================================
<S>                                   <C>         <C>                     <C>           <C>               <C>
  S     THE MALL OF NEW HAMPSHIRE     1977/           MNH, LLC/               n/a       Filene's          165,000
        Manchester, NH                 1998       Wells Park Group                      Sears             136,464
                                                                                        JC Penney         101,388
                                                                                        Vacant             60,768
                                                                                        Mall Shops        327,393
                                                                                                          -------
                                                                                        Total             791,013
- -------------------------------------------------------------------------------------------------------------------
  1     PHEASANT LANE                 1986/      SR Weiner & Assoc.        20 miles     Filene's          150,000
        Nashua, NH                    1996       & Wells Park Group/       southwest    JC Penney         105,000
                                                 SR Weiner & Assoc.                     Macy's            120,000
                                                                                        Sears             165,000
                                                                                        Vacant            115,000
                                                                                        Mall Shops        305,000
                                                                                                          -------
                                                                                        Total             960,000
- -------------------------------------------------------------------------------------------------------------------
  2     MALL AT ROVKINGHAM PARK       1991       New England Deve./        20 miles     Filene's          139,476
        Salem, NH                                 Wells Park Group         southeast    JC Penney         121,106
                                                                                        Macy's            153,388
                                                                                        Sears             200,627
                                                                                        Mall Shops        382,889
                                                                                                          -------
                                                                                        Total             997,486
- -------------------------------------------------------------------------------------------------------------------
  3     STEEPLEGATE                   1990      General Growth Prop./      25 miles     JC Penney          61,880
        Concord, NH                             General Growth Prop.         north      Sears             106,731
                                                                                        Steinbach          51,684
                                                                                        Vacant             55,180
                                                                                        Mall Shops        162,655
                                                                                                          -------
                                                                                        Total             438,130
===================================================================================================================
</TABLE>

- -------------------------------------------------------------------------------
                                     -24-
<PAGE>











                         [GRAPHIC OF COMPETITIVE MAP]










<PAGE>

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------

SUBJECT RETAIL CENTER

Name:                                 The Mall of New Hampshire

Location:                             1500 South Willow Street
                                      Manchester, New Hampshire

Owner:                                MNH, LLC
                                      (New England Development)

Year Opened:                          1977

Last Renovation/Expansion:            1998

Anchor Tenants:
    Filene's                          165,000 SF
    Sears                             136,464 SF
    JC Penney                         101,388 SF
    Vacant (Former Lechmere)           60,768 SF
Total Anchor                          463,620 SF

Mall Shop GLA:                        327,393 SF

Total GLA:                            791,013 SF

Mall Shop Ratio:                      41.39%

Number of Mall Shops:                 120+/-

Occupancy:                            92%

Retail Sales:                         $350/SF

Land Area:                            71 acres

Parking Ratio:                        4.8 spaces per 1,000 square feet

Comments:
The Mall of New Hampshire is a single-level, enclosed center which was
constructed in 1977 with three anchor tenants and 88 mall shops. In 1996 the
center began a renovation and expansion program which added a fourth anchor
tenant (JC Penney) and 105,000 square feet of additional mall shop space. In
addition the interior common areas and exterior of the center was complete
renovated. The property is located at the intersection of I-293 and Route 28
and has good regional accessibility. Despite the on-going renovation of the
center, mall shop sales were strong and are expected to increase now that the
renovations are nearing completion. The property features a broad mix of
national tenants.

- -------------------------------------------------------------------------------
                                     -26-
<PAGE>

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------

COMPETING RETAIL CENTER 1

Name:                                                  Pheasant Lane Mall

Location:                                              Daniel Webster Highway
                                                       Nashua, New Hampshire

Distance from Subject:                                 20 miles southwest

Owner:                                                 SR Weiner & Associates
                                                       Wells Park Group

Marking Strategy:                                      Traditional

Year Opened:                                           1986

Last Renovation/Expansion:                             1996

Anchor Tenants:
    Filene's                                           150,000 SF
    JC Penney                                          105,000 SF
    Macy's                                             120,000 SF
    Sears                                              165,000 SF
    Vacant                                             115,000 SF
                                                       -------
Total Anchor GLA:                                      655,000 SF

Mall Shop GLA:                                         305,000 SF

Total GLA:                                             960,000 SF

Mall Shop Ratio:                                       31.7%

Number of Mall Shops:                                  150+/-

Occupancy:                                             95%

Retail Sales:                                          $375

Land Area:                                             96 acres

Parking Ratio:                                         5.7 spaces per 1,000 SF

- -------------------------------------------------------------------------------
                                     -27-
<PAGE>

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------

COMPETING RETAIL CENTER 1 (CONT.)

Comments:
Pheasant Lane Mall consists of a two-story enclosed shopping center which was
constructed in 1986 by a joint venture between SR Weiner & Associates and New
England Development. The property is located along Daniel Webster Highway, the
primary regional retail corridor in Greater Nashua. Regional access is rated
average from State Route 3 which is north-south oriented. Traffic congestion is
an increasing problem for this mall with shoppers complaining about Route 3
construction delays and traffic back-ups along Split Brook Road. Retail
development continues around the mall, worsening traffic congestion. The mall
has a broad tenant mix appealing to popular, moderate to better quality
shoppers. In 1996 the center underwent a minor cosmetic renovation which
replaced the common area brick pavers with ceramic tile and upgrading the
pushcarts. Lechmere's was a former anchor tenant at the property but closed
their store after filing for bankruptcy.

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

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------

COMPETING RETAIL CENTER 2

Name:                                             Mall at Rockingham Park

Location:                                         99 Rockingham Park Boulevard
                                                  Salem, New Hampshire

Distance from Subject:                            20 miles southeast

Owner:                                            New England Development

Marking Strategy:                                 Traditional

Year Opened:                                      1991

Last Renovation/Expansion:                        N/A

Anchor Tenants:
    Filene's                                      139,476 SF
    JC Penney                                     121,106 SF
    Macy's                                        153,388 SF
    Sears                                         200,627 SF
                                                  -------
Total Anchor GLA:                                 614,597 SF

Mall Shop GLA:                                    382,889 SF

Total GLA:                                        997,486 SF

Mall Shop Ratio:                                  38.4%

Number of Mall Shops:                             140+/-

Occupancy:                                        98%

Retail Sales:                                     $350

Land Area:                                        85 acres

Parking Ratio:                                    4.54 spaces per 1,000 SF

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

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------

COMPETING RETAIL CENTER 2 (CONT.)

Comments:
The Mall at Rockingham Park consists of a two-level "V-shaped" center which was
constructed in 1991 by New England Development. The property is located off of
exit 1 of I-93 in Salem New Hampshire. The property is considered to have good
overall regional access although east-west access is limited in New Hampshire
in general. The Mall at Rockingham Park is well positioned to capture customers
from a market area which extends into northern Massachusetts, especially given
the lack of sales tax in New Hampshire versus 5 percent in Massachusetts. Since
its construction this property has reduced the subject's market capture to the
south. The recent renovation and expansion of the subject should enable it to
regain some of this lost market share.

Sales performance at the property have consistently trended upward over the
past six years breaking the $300 mark for the first time in 1996. The
renovation and expansion of the subject will undoubtedly impact sales at this
property, however it will continue to benefit from its proximity to
Massachusetts. Its noted that the Filene's store at this property is presently
undergoing an expansion in order to more effectively compete with the new store
at the subject.

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

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------

COMPETING RETAIL CENTER 3

Name:                                                Steeplegate Mall

Location:                                            270 Loudon Road
                                                     Concord, New Hampshire

Distance from Subject:                               25 miles north

Owner:                                               General Growth Properties

Marking Strategy:                                    Traditional

Year Opened:                                         1990

Last Renovation/Expansion:                           N/A

Anchor Tenants:
    JC Penney                                         61,880 SF
    Sears                                            106,731 SF
    Steinbach                                         51,684 SF
    Vacant                                            55,180 SF
                                                     -------
Total Anchor GLA:                                    275,475 SF

Mall Shop GLA:                                       162,655 SF

Total GLA:                                           438,130 SF

Mall Shop Ratio:                                     37.1%

Number of Mall Shops:                                80+/-

Occupancy:                                           83%

Retail Sales:                                        $260

Land Area:                                           49 acres

Parking Ratio:                                       5.09 spaces per 1,000 SF

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

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------

COMPETING RETAIL CENTER 3 (CONT.)

Comments:
Steeplegate Mall is a single-level enclosed center which was constructed in
1990 by General Growth Properties. The property opened as a four anchor center,
however, Sage Allen closed in 1992 and has not been replaced. The property has
had difficulties in leasing and is presently 83% leased. The property is
located at the intersection of Route 106 & Route 9 in Concord, NH approximately
25 miles north of the subject. Access to the property is via I-393, an
east/west spur of I-93. The property does not have any visibility from this
roadway. Two of the anchor tenant stores (Steinbach and Sage Allen) as well as
the overall size of the property appear undersized to effectively compete on a
regional basis. Nevertheless, the property does have a broad array of national
retailers and is convenient to residents of the greater Concord area. As such
this property limits the subject's market capture to the north. The subject's
expansion should enable it to effectively regain some of the market share which
was lost to this property.

- -------------------------------------------------------------------------------
                                     -32-
<PAGE>

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------

        On the preceding pages we have provided details of each of the
competing regional centers which impacts the subject property. To recapitulate
this information, the following matrix illustrates how each of property
competes with the subject in terms of price point and location.

                                       =============================
                                               LOCATION
                   P                   =============================
                   R                   PRIMARY         SECONDARY
                   I ===============================================
                   C        PRIMARY                  Pheasant Lane
                   E                              Mall at Rockingham
                                                   Steeplegate Mall
                   P ===============================================
                   O
                   I        SECONDARY
                   N ===============================================
                   T


        As illustrated by the above graphic we believe all three of the
subject's primary competitors share a similar price point strategy but are
located a sufficient distance from the subject to be excluded from its primary
trade area.


NEW/PROPOSED DEVELOPMENT

        To the best of our knowledge, there are no proposed properties in the
subject region which would compete directly with the subject.


COMPETITION SUMMARY

        The subject property is the dominant center in an trade area which
extends approximately 15 - 20 miles. The subject property faces direct
competition from two regional center to the south. Each of these centers is
located along major north/south arteries and have similar anchor and mall shop
tenancies. As such these properties effectively limit the subject's market
capture from this direction. To the north the subject property faces
competition from Steeplegate Mall. This center was constructed in 1990 but is
significantly smaller than the subject. The property has one anchor tenant
store which has been vacant for more than five years and two anchor tenants
which are considered undersized. In addition the overall size of the property
at under 500,000 square feet is considered too small to effectively compete on
a regional basis. Therefore this property is considered to compete with the
subject only for customers in the northern Hillsborough County market who would
be attracted by its convenient location. The subject property also competes
with the surrounding community centers and big box development. However these
centers also establish the subject's neighborhood as a retail shopping
destination helping to increase the drawing power.

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

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------

GLA PER CAPITA

        The data presented summarizes the extent of existing retail development
inside the subject's potential trade area. According to the International
Council of Shopping Centers, average mall GLA per capita for the United States
and State of New Hampshire is about 5.58+/- and 4.83+/- square feet,
respectively, for shopping centers "Over 400,000" square feet (based on 1996
Population Estimates). The competitive survey revealed three centers of 400,000
square feet or more in Hillsborough county; The Mall of New Hampshire, Pheasant
Lane Mall and Steeplegate Mall. The Mall at Rockingham Park is located in the
neighboring County of Rockingham. Combined these three centers have a total GLA
of 2.189 million square feet. Compared with the Hillsborough County's 1997
population estimate of 357,546, a per capita figure of 6.1+/- square feet is
suggested, a figure which is above these published benchmarks. It is noted,
however, that all three malls are located on the County's borders and
undoubtedly draw from trade areas which extend beyond the county limits.


ANCHOR STORE PROFILES
        The subject property is anchored by three anchor tenants which are
relatively familiar to the residents within this region of New Hampshire. The
following discussion presents a brief overview of anchor store parent company
operations, along with credit rating for each organization, where possible.

        MAY DEPARTMENT STORES COMPANY

        May Department Stores Company is one of the leading department store
        operators in the United States with 365 department stores in 8
        department store divisions and presence in 30 states and Washington
        D.C. The company operates under the names of Lord & Taylor, Foley's,
        Robinsons-May, Filene's, Hecht's/Strawbridge's, Kaufmann's, Famous-Barr
        and Meier & Frank.

        For 1996, The May Company achieved its 22nd consecutive year of record
        sales and earnings per share. Sales reportedly increased nearly 11.1
        percent, with comp-store sales increasing by 4.3 percent, one of the
        best performances among major department store companies in 1996. Total
        sales reached $11.5 billion as May opened 28 department stores, 13 of
        which were acquired, bringing the company to a year-end total of 365
        stores. The 28 stores reportedly added 5.5 million square feet of
        selling space. The 13 acquired stores were former Strawbridge's units
        in the Greater Philadelphia area, bringing the company's total
        Strawbridge's operation to 21 stores (all operated under the Hecht's
        division). In addition, the company remodeled 22 stores in 1996
        totaling 1.8 million square feet.

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

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
==================================================================================================================
                                                     THE MAY COMPANY
==================================================================================================================
<S>                                            <C>                  <C>                 <C>                 <C> 
Year Ended                                     1993                 1994                1995                1996
==================================================================================================================
Net Sales (000)                          $9,010,000           $9,748,000         $10,484,000         $11,650,000
- ------------------------------------------------------------------------------------------------------------------
No. Stores at Yr.-End                           301                  314                 346                 365
- ------------------------------------------------------------------------------------------------------------------
Sales/Store (000)                           $29,977              $31,080             $30,367             $31,918
- ------------------------------------------------------------------------------------------------------------------
Building Area Sq/Ft (000)                    49,380               51,977              57,640              62,116
- ------------------------------------------------------------------------------------------------------------------
Comp.Sales/Selling Sq/Ft                       $191                 $200                $201                $201
- ------------------------------------------------------------------------------------------------------------------
Sales Growth                                   6.7%                 8.2%                7.7%               10.9%
- ------------------------------------------------------------------------------------------------------------------
Comp.Store Sales Growth                        5.2%                 5.4%                2.5%                4.3%
==================================================================================================================
</TABLE>

Also in 1996, the company spun-off the 4,500+/-unit Payless ShoeSource chain to
shareholders. On May 6, 1996, approximately 40 million shares of common stock
of Payless ShoeSource, Inc. were distributed, allowing May to focus solely on
its department store business. For 1997, May plans to open 13 new stores,
adding some 2.0 million square feet of selling space to their operations. Over
the five year period 1997-2001, May plans to add 100 new stores totaling 15.0
million square feet.

Provided below is a summary of net retail sales, sales per square foot,
building area square footage, and number of stores for the eight department
store operating companies.

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

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
================================================================================================================================
                                            MAY DEPARTMENT STORES COMPANY
- --------------------------------------------------------------------------------------------------------------------------------
                                                                                     Building Area
                               Net Retail                   Sales Per               Square Footage 
                           Sales in Millions               Square Foot               in Thousands             Number of Stores
                      ----------------------------------------------------------------------------------------------------------
                          1996           1995          1996          1995         1996           1995         1996        1995
================================================================================================================================
<S>                     <C>            <C>              <C>          <C>          <C>            <C>            <C>         <C>
Lord & Taylor           $ 1,718        $ 1,574          $241         $233         7,473          7,131          59          57
- --------------------------------------------------------------------------------------------------------------------------------
Foley's                   1,801          1,693           180          180        10,603          9,896          55          51
- --------------------------------------------------------------------------------------------------------------------------------
Robinsons-May             1,751          1,562           185          170         9,808          9,568          54          53
- --------------------------------------------------------------------------------------------------------------------------------
Hecht's                   2,159          1,650           193          207        12,787         10,455          71          62
- --------------------------------------------------------------------------------------------------------------------------------
Kaufmann's                1,447          1,394           191          201         7,968          7,747          47          46
- --------------------------------------------------------------------------------------------------------------------------------
Filene's                  1,364          1,261           232          236         6,255          5,884          40          39
- --------------------------------------------------------------------------------------------------------------------------------
Famous-Barr               1,022            983           201          201         5,454          5,189          31          30
- --------------------------------------------------------------------------------------------------------------------------------
Meier & Frank               388            367           225          213         1,768          1,770           8           8
- --------------------------------------------------------------------------------------------------------------------------------
Total Dept. Stores      $11,650        $10,484          $201         $201        62,116         57,640         365         346
================================================================================================================================
Net retail sales represent sales of stores open at the end of 1996.
Sales per square foot is calculated on total revenues and average gross retail square footage. Building area represents gross
retail square footage of stores open at the end of the period presented.
================================================================================================================================
</TABLE>

        Composite sales per square foot by reporting year were as follows:

                     =======================================
                            TOTAL SALES PER SQUARE FOOT
                     ---------------------------------------
                           Year                   Sales
                     ---------------------------------------
                           1990                    $172
                     ---------------------------------------
                           1993                    $191
                     ---------------------------------------
                           1994                    $200
                     ---------------------------------------
                           1995                    $201
                     ---------------------------------------
                           1996                    $201
                     ---------------------------------------
                       CAGR 1990-96                2.6%
                     =======================================

        From the above we see that total department store sales per square foot
were flat between 1995 and 1996 at $201 per square foot. Comparable or same
store growth was, however, reported to be 4.3 percent, as compared to 2.5
percent (1995) and 5.4 percent (1994). Overall, the most productive chain is
now Lord & Taylor at $241 per square foot. The greatest change was seen in The
Robinson-May division (up 8.8 percent) to $185 per square foot.

        Standard & Poor's currently ranks the company "A+"; Moody's ranking is
"A2", while Value Line is "B++".

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

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------

        JC PENNEY

        JCPenney is the fourth largest retailer in the United States (after
        Wal-Mart, Kmart, and Sears), operates 1,228 JCPenney department stores
        throughout all 50 states and Puerto Rico. Additionally, with the
        acquisition of The Eckerd Corporation, JCPenney now operates a total of
        2,699 drug stores. The $22.1 billion company has changed its historical
        image as a discount dime store and has targeted upper-middle-class
        consumers by adding brand-name soft goods and dropping hard goods from
        the in-store product mix. Today the company's product mix centers on
        apparel, shoes, jewelry, and home furnishings. In 1996, retail sales
        rose 10.2 percent to $22.653 billion, due mainly to increased drug
        store sales resulting from the expansion of the drugstore operations.
        Total revenues were up 10.4 percent to $23.6 billion. The chart below
        highlights the last five years of company operations.

<TABLE>
<CAPTION>
==============================================================================================
                                    JCPENNEY COMPANY, INC.
                                  FIVE YEAR OPERATING HISTORY
                                 (MILLIONS EXCEPT STORE COUNT)
- ----------------------------------------------------------------------------------------------
                                    1992        1993        1994         1995         1996
- ----------------------------------------------------------------------------------------------
<S>                                <C>         <C>         <C>          <C>          <C>    
Retail Sales                       $18,009     $18,983     $20,380      $20,562      $22,653
- ----------------------------------------------------------------------------------------------
Total Revenue                       18,515      19,578      21,082       21,419       23,649
- ----------------------------------------------------------------------------------------------
Comp-Store Sales Growth               9.7%        5.3%        6.8%        -1.4%         3.4%
- ----------------------------------------------------------------------------------------------
Department Stores (No.)              1,266       1,246       1,233        1,238        1,228
- ----------------------------------------------------------------------------------------------
Gross Selling Space                  114.4       113.9       113.0        114.3        117.2
- ----------------------------------------------------------------------------------------------
Sales                              $15,698     $16,846     $18,048      $17,930      $18,694
- ----------------------------------------------------------------------------------------------
Sales per Gross Square Foot           $137        $146        $159         $156         $159
- ----------------------------------------------------------------------------------------------
Catalog Stores                       2,048       1,904       1,895        1,899        1,902
- ----------------------------------------------------------------------------------------------
Sales                               $3,166      $3,514      $3,817       $3,738       $3,772
- ----------------------------------------------------------------------------------------------
Drug Stores                            548         506         526          645        2,699
- ----------------------------------------------------------------------------------------------
Gross Selling Space Sales           $1,383      $1,413      $1,540       $1,851       $3,147
- ----------------------------------------------------------------------------------------------
Sales per Gross Square Foot           $211        $235        $243         $253         $261
- ----------------------------------------------------------------------------------------------
JCPenney Insurance                    $376        $461        $564         $693         $832
==============================================================================================
</TABLE>

        The company currently has approximately 117.2 million square feet of
store space. The company will continue to expand its private brand lines. It's
Home Store concept currently includes 17 locations. The company is planning to
open or relocate an additional 200 to 300 drugstores for each of the next three
years. In addition, the catalog operation continues to do well. Drugstore sales
are expected to reach $10 billion in 1997, with the acquisition of the Eckerd
chain. The company saw a 1.9 percent increase in sales per square foot to $159
for the department stores and a 3.4% increase in comparable store sales. The
company is planning a $1.0 billion capital expenditure program over the next
three years to help bolster store performance. Value Line reports that the
company's financial strength warrants a "B++" rating. Standard & Poor's has
rated the company at "A". Moody's rates JCPenney at "A2".

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

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------

        SEARS

        Sears, the world's third largest retailer continues to profit from its
        remarkable turnaround, cited as one of the most dramatic in business
        history. Sears has returned full circle to its retailing roots in 1995
        by focusing on certain core operations. The restructuring that the
        company completed in 1995 was implemented in 1993 involving the closure
        of approximately 113 unprofitable department stores and the elimination
        of 50,000 jobs. Sears has also abandoned its once formidable catalog
        operation closing it in May 1993. Also in 1993, the company sold 20
        percent of Dean Witter/Discover Card to the public raising $900
        million, selling the rest to shareholders. It also offered about 20
        percent of Allstate, raising $2.4 billion in the nations largest IPO in
        1992. In 1995, it spun off the balance of its 80.3 percent stake.
        During 1994, the company transferred ownership of Sears Tower and
        related mortgages to a trust. At the end of 1995, Sears divested itself
        of Homart, its real estate development subsidiary.

        The company's current operational structure had the following key
        components at year end 1996.

        o     813 full line department stores which are principally mall based.

        o     149 Sears Home Life furniture stores, 42 of which are located in
              department stores.

        o     164 off-the-mall Sears Hardware stores in convenient neighborhood
              locations. During 1996 the company opened 71 new Sears Hardware
              stores.

        o     469 Sears Dealer stores that are primarily independently owned
              and located in smaller rural markets.

        o     Sears Tire Group comprised of 770 Sears Auto Centers primarily
              located at the mall based department stores, 127 Tire America
              stores and 161 NTW stores.

        o     The Parts Group which is comprised of 339 Western Auto stores,
              288 Parts America stores and 864 independently owned and operated
              stores in smaller, rural markets.

        Consolidated revenues increased 9.3 percent in 1996 to $38,236 million,
        up $3.241 billion. Comparable domestic store sales were up 5.8 percent
        for the year. Domestic revenues rose $3.22 billion or 10.2 percent
        primarily due to strong sales increases in Full-Line, Home and Auto
        stores. Full-Line store revenues grew 7.7 percent, up from a 6.3
        percent increase in 1995. A summary of domestic operations which
        account for approximately 90 percent of the company's total revenue can
        be summarized as follows:

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

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
=========================================================================================
                                 SEARS DOMESTIC OPERATIONS
                          (MILLIONS EXCEPT FOR NUMBER OF STORES)
- -----------------------------------------------------------------------------------------
                                                1993       1994      1995        1996
- -----------------------------------------------------------------------------------------
<S>                                           <C>        <C>        <C>         <C>    
Department Store Revenues                     $17,344    $18,910    $20,104     $21,657
- -----------------------------------------------------------------------------------------
Off-the-Mall Store Revenues                     4,210      4,866      5,361       6,266
- -----------------------------------------------------------------------------------------
Total Retail Store Revenues                    21,554     23,776     25,465      27,923
- -----------------------------------------------------------------------------------------
Service and Other Revenues                      2,252      2,508      2,708       2,819
- -----------------------------------------------------------------------------------------
Domestic Merchandising Revenues                23,806     26,284     28,173      30,742
- -----------------------------------------------------------------------------------------
Number of Department Store Revenues               799        800        806         821
- -----------------------------------------------------------------------------------------
Number of Off-the-Mall Stores                   1,018      1,898      2,264       2,550
- -----------------------------------------------------------------------------------------
Total Retail Stores                             1,817      2,698      3,070       3,371
- -----------------------------------------------------------------------------------------
Gross Retail Area                               125.3      131.5      137.3       146.2
- -----------------------------------------------------------------------------------------
Retail Selling Area                              68.7       75.4       81.4        89.8
- -----------------------------------------------------------------------------------------
Retail Store Revenue/Selling Square Foot         $321       $317       $323        $321
- -----------------------------------------------------------------------------------------
Comparable Store Sales Increase                  8.9%       8.3%       4.7%        5.8%
- -----------------------------------------------------------------------------------------
Gross Margin                                      N/A      26.3%      25.8%       26.4%
=========================================================================================
</TABLE>

        Revenue per selling square foot, a key productivity measure was $321
        per square foot for domestic stores in 1996 down from $323 per square
        foot at the end of 1995. The company will continue to aggressively
        expand and remodel existing productive stores. The company is
        approximately 60 percent through a five year, $4 billion capital
        expenditure program. Sears plans capital expenditures of $1.5 billion
        in 1997 to include remodeling and expansion of 85 existing and opening
        15 to 25 new full-line stores, 40 to 50 hardware stores, 5 to 10
        furniture stores and 145 to 175 automotive stores. In 1996, 27
        full-line stores were opened and 10 closed. The company also expects to
        accelerate its opening of off-the-mall formats. Sears expects to have
        more than 400 hardware stores by 2000. Their 1996 acquisition of the 65
        unit Orchard Supply is an example of their aggressive strategy.
        Analysts are forecasting a 6.0 percent growth in revenues and 4.0 to
        5.0 percent same store sales increases in 1997. Moody's rates the
        company's financial strength an "A2", while Standard & Poor's ranks it
        "A-".


ANCHOR TENANT ALIGNMENT

        The anchor tenant alignment of the subject property also helps to
further define the potential boundaries of the subject's trade area. The
subject property is anchored by Filene's, Macy's and Sears. JC Penney is
presently under construction and is anticipated to open in Spring 1998. The
subject's anchor tenants described above can be found at the following
competing centers:

===============================================================================
                                ANCHOR ALIGNMENT
- -------------------------------------------------------------------------------
                                   Filene's        Sears         JC Penney
- -------------------------------------------------------------------------------
Pheasant Lane                         x              x               x
- -------------------------------------------------------------------------------
Mall at Rockingham Park               x              x               x
- -------------------------------------------------------------------------------
Steeplegate Mall                                     x               x
===============================================================================

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

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------

        The duplication in anchor tenancy throughout the competition is seen as
limiting the subject's potential trade area as it is unlikely that customers
will travel passed one stores location to frequent a similar store at the
subject property. Both the Pheasant Lane Mall and the Mall at Rockingham Park
have all of the same anchors as the subject plus Macy's. Steeple Gate Mall has
booth Sears and JC Penney but lacks Filene's. It is also noted that Pheasant
Lane, Steeplegate and the subject have vacant anchor tenant stores. The
vacancies at the subject property and Pheasant Lane were caused by the
bankruptcy of Lechmere's and both properties are actively pursuing replacement
tenants. Management is close to a deal with Best Buy for the subject property.
The vacant anchor at Steeplgate was formerly a Sage Allen store but has
remained vacant for over five years. Given the size of the vacant store (55,000
square feet) it is unlikely that a full-line department store could be
attracted the property. The anchor tenants at the subject property will also
compete with a freestanding Macy's store located approximately 2 miles form the
subject at the intersection of Route 3 and I-293.


TRADE AREA DEFINITION

        In defining boundaries for the subject's trade area, several factors
have been considered. First, the property's location with respect to
transportation provides the basis for regional access to the area. Second,
regional competition and geographic boundaries help to define the potential
size of the trade area as a measure of distance from the property. Third, the
merchandising mix and anchor alignment provide the basic draw of customers that
are likely to patronize the property.

        The Mall of New Hampshire is located in the City of Manchester in
southern New Hampshire. The property has good regional access by virtue of its
location at the intersection of Route 28 and I-293. The subject is surrounded
by a variety of community and big box retailers which is further enhances the
area as a retail shopping destination. The subject property faces significant
competition in the south from both Pheasant Lane and The Mall at Rockingham
Park as well as more limited competition from Steeplgate Mall to the north. To
the east and west competition is relatively limited and as a result the trade
area will be effected more by distance and traveling time.

        To summarize, the foundation of our analysis in the delineation of the
subject's trade area may be summarized as follows:

        1.    Highway accessibility, including area traffic patterns,
              geographical constraints, and nodes of residential development;

        2.    The position and nature of the area's retail structure, including
              the location of destination retail centers which compete with the
              subject and the strength and composition of the retail infill;
              and

        3.    The size, anchor tenancy, and merchandising composition of the
              subject property's tenants.

        Ownership has provided us with a Shopper Study for The Mall of New
Hampshire prepared in 1996. We have reviewed the report and we are in
concurrence with its findings relative to our independent analysis of the
competitive retail structure. Provided on the

- -------------------------------------------------------------------------------
                                     -40-
<PAGE>

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------

following page is a summary of the zip codes segregated between primary and
secondary components for the subject.

                     ======================================
                           ZIP CODE         Location
                            03031           Amherst
                            03032           Auburn
                            03034           Canada
                            03036           Chester
                            03037           Deerfield
                            03038           Derry
                            03044           Fremont
                            03045           Goffstown
                            03053           Londonderry
                            03054           Merrimack
                            03057           Mont. Vernon
                            03070           New Boston
                            03077           Raymond
                            03101           Manchester
                            03102           Manchester
                            03103           Manchester
                            03104           Manchester
                            03106           Hooksett
                            03109           Manchester
                            03110           Bedford
                            03229           Contoocock
                            03234           Epsom
                            03275           Suncook
                            03281           Weare
                            03290           Nottingham
                            03301           Concord
                            03303           Boscawen
                            03304           Bow
                            03873           Sandown
                     
                     Primary Trade Area presented in 
                     BOLD & ITALIC
                     ======================================

        According to management approximately 53% of the center sales are
generated within the primary trade area with an additional 20% generated by the
secondary trade area. Overall the trade area accounts for 73% of the sales at
the property with the remainder of the sale generated from outlying areas and
transients such as tourist and business travelers.

        To add perspective to this analysis of the primary and secondary trade
area data, we have segregated our survey to include data with a comparison to
the Hillsborough County, State of New Hampshire and United States. This
information is shown on the FACING PAGE.


POPULATION

        Once the market has been established, the focus of our analysis centers
on the statistical data of the trade area, including population. Equifax
National Decision Systems (ENDS) provides historical, current and forecasted
population estimates for the trade area. Patterns of development density and
migration are reflected in the current levels of population estimates. A
detailed profile of the trade area is included in the ADDENDA of this report.

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

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------

        Between 1990 and 1997, ENDS reports that the population within the
Primary Trade Area increased by 10,784 residents to 169,861, reflecting an 6.78
percent increase. Within the secondary trade area population has increased 8.84
percent to a 1997 level of 204,083.

        We see that the population within the primary trade area has historical
experienced similar trends to that of Hillsborough County and is projected to
continue to do so. Population growth in the secondary trade area has surpassed
that of the county and is significantly stronger than that of the State of New
Hampshire or the nation as a whole. Provided on the Following Page is a graphic
representation of the current population distribution. Note that the subject
property is located within one of the more densely populated areas. On the
Second Following Page, the graphic depicts the forecasted increase in
population. As illustrated the majority of the primary trade area is projected
to experience population growth in excess of 5 percent. In exception to this
the Manchester CBD which is projected to have a relatively stable population
base. Within the secondary trade area population growth is more sporadic. The
towns of Weare, Milford, Londonderry, Derry, Sandown and Raymond are projected
to increase in population by over 10 percent, while the towns of Contocook,
Lyndeborough, Mont. Vernon, Nottingham, Epson and Pittsfield are expected to
decline in population. Overall the subject property appears to be well
positioned to benefit from the trade areas increase population base.

- -------------------------------------------------------------------------------
                                     -42-
<PAGE>




















                     [POPULATION DENSITY GRAPHIC - MAP #1]




















<PAGE>




















                     [POPULATION GROWTH GRAPHIC - MAP #2]



















<PAGE>

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------

HOUSEHOLDS

        A household consists of all the people occupying a single housing unit.
While individual members of a household purchase goods and services, these
purchases actually reflect household needs and decisions. Thus, the household
is a critical unit to be considered when reviewing market data and forming
conclusions about the trade area as it impacts the retail center.

        National trends indicate that the number of households are increasing
at a faster rate than the growth of the population. Several noticeable changes
in the way households are being formed have caused the acceleration in this
growth, specifically:

        o     The population is living longer on average. This results in an
              increase of single and two person households.

        o     The divorce rate increased dramatically during the 1980s, again
              resulting in an increase in single person households.

        o     Many individuals have postponed marriage, also resulting in more
              single person households.


        According to ENDS, the primary trade area added 7,217 households
between 1990 and 1997, an increase of 12.38 percent to 169,861 units. A similar
trend was experienced in the secondary trade area which increased 14.90 percent
between 1990 and 1997 to 76,934 households. Consistent with the national trend,
the trade area is experiencing household growth at a rate in excess of
population changes. Overall, the total trade area was estimated to contain
144,104 households in 1997. Through 2002, the number of households in the total
trade area is expected to increase by 9.04 percent to 157,138.

        A greater number of smaller households with fewer children generally
indicates more disposable income. In 1980, there were 2.87 persons per
household and by 1997, it is estimated to have decreased to 2.60 in the total
trade area.


TRADE AREA INCOME

        A significant statistic for retailers is the income potential of a
trade area's population. Income levels, either on a per capita, per family or
household basis, indicate the economic level of the residents of the market
area and form an important component of this total analysis. More directly,
average household income, when combined with the number of households, is a
major determinant of an area's retail sales potential.

        Trade area income figures for the subject support the profile of a
market with income levels generally consistent throughout the various trade
area components. According to ENDS, average household income within the primary
trade area in 1997 is approximately $62,091.

- -------------------------------------------------------------------------------
                                     -45-
<PAGE>

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------

        A comparison of the trade area's relative ranking is shown on the
following chart.

            ========================================================
                        AVERAGE HOUSEHOLD INCOME COMPARISON
            ========================================================
                   Area                                      1997
            ========================================================
            Primary Trade Area                             $62,091
            --------------------------------------------------------
            Secondary Trade Area                           $62,427
            --------------------------------------------------------
            Total Trade Area                               $62,271
            --------------------------------------------------------
            Hillsborough County                            $64,527
            --------------------------------------------------------
            State of New Hampshire                         $55,735
            --------------------------------------------------------
            United States                                  $55,449
            --------------------------------------------------------
            Source:  Equifax National Decision Systems
            ========================================================

        The distribution of income within the primary trade area, relative to
the United States, can be summarized as follows:

     ======================================================================
                               % of Households
     ======================================================================
                 Category             Primary Market     United States
     ======================================================================
     Greater Than $150,000                4.22%              4.5%
     ----------------------------------------------------------------------
     $100,000  -  $149,999                6.96%              5.4%
     ----------------------------------------------------------------------
     $ 75,000  -  $ 99,999               11.04%              7.6%
     ----------------------------------------------------------------------
     $ 50,000  -  $ 74,999               25.07%             19.1%
     ----------------------------------------------------------------------
     $ 35,000  -  $ 49,999               18.95%             16.6%
     ----------------------------------------------------------------------
     $ 25,000  -  $ 34,999               10.47%             13.3%
     ----------------------------------------------------------------------
     Less Than    $ 25,000               23.29%             33.5%
     ----------------------------------------------------------------------
     Source: Equifax National Decision Systems
     ======================================================================

        Provided on the FOLLOWING PAGE is a graphic presentation of the average
household income distribution throughout the trade area. As can be seen, much
of the subject's primary trade area can be described as a solid middle income
market. Lower income areas are located in the Manchester CBD as well as the
northern peripheral of the secondary trade area, while higher income areas are
located to the west in the towns of Bedford and Amherst.


EFFECTIVE BUYING INCOME

        Another measure of the ability of a trade area to support retail
business is the area's effective buying income (EBI). This data is not measured
by specific trade area, but rather by both the metropolitan statistical area
(MSA), as well as on a county basis as reported in Sales and Marketing
Management's Survey of Buying Power.

- -------------------------------------------------------------------------------
                                     -46-
<PAGE>




















                      [AVERAGE HOUSEHOLD INCOME GRAPHIC]



















<PAGE>

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------

        Effective Buying Income in Hillsborough County was discussed in the
regional analysis section of this report. As presented the median household EBI
in the county was reported to be $42,769 as of year end 1996. This level is
above both state and national averages, which is attributable to the higher
income household located in the Manchester area and the southern portion of the
county. In aggregate EBI within the county was reported at $6.456 million.


RETAIL SALES

        Perhaps an even more important measure of area income is the amount
spent on retail expenditures. Retail sales and growth as tracked by Woods &
Poole Economics, Inc. were presented in the Regional Analysis section of this
report. According to Woods & Poole retail sales in Hillsborough County
increased by 4.0 percent per annum from 1980 to 1990. Since 1990, total retail
sales has been more modest at 0.53 percent per year. Woods & Poole is
forecasting stronger annual sales growth of 1.3 percent per year through 2005.


SUBJECT SALES

        Although sales trends within the subject's region lend important
insight into such an analysis, it is the subject's sales productivity that is,
perhaps, most significant. Sales--and sales growth--are the driving impetus for
rental rates and rent growth at retail properties and have significant bearing
on the occupancy costs tenants are willing to pay. We were not provided with
comparable tenant sales information for the property.

        We have reviewed actual sales reports for the tenants in continuous
occupancy from 1995 through 1997. The survey included 51 tenants totaling
133,258 square feet. In 1995 gross sales from these tenants total $44.7 million
or $338 per square foot. In 1996 sales increased to $45.7 million or $343 per
square foot and further increased to $47.4 million or $358 per square foot in
1997.

============================================================================
       YEAR        Tenant Sales (000)        Per SF        % Change
- ----------------------------------------------------------------------------
       1995             $44.720               $338            N/A
- ----------------------------------------------------------------------------
       1996             $45.692               $343          +2.17%
- ----------------------------------------------------------------------------
       1997             $47.381               $358          +3.70%
============================================================================

        Despite the on-going construction at the subject property, comparable
store sales have consistently increased over the past three years. The
completion of the center coupled with the addition of a fourth anchor tenant
should result in further increases in sales volume. We have chosen to take a
somewhat conservative posture and have based 1998 sales on a 3.5% increase over
1997 levels. Although this is consistent with the historical increases achieved
by the subject it is considered a conservative assumption when considering the
addition of a fourth anchor tenant and the recent renovation.

        INDUSTRY AVERAGE SALES (MALL SHOPS)

        The Urban Land Institute's Dollars and Cents of Shopping Centers (1997)
        reports national and regional sales averages for regional and
        super-regional shopping malls. Nationally, average sales at
        super-regional centers is reported at $203.87

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

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
==================================================================================
                                MALL SHOP SALES
                        REGIONAL/SUPER-REGIONAL CENTERS
- ----------------------------------------------------------------------------------
        AREA          AVERAGE        MEDIAN       LOWER DECILE      UPPER DECILE
==================================================================================
<S>                   <C>            <C>             <C>              <C>     
United States         $180.78/       $170.17/        $125.36/         $286.59/
                      $203.87        $196.36         $148.62          $284.47
- ----------------------------------------------------------------------------------
East                  $201.11/       $182.81/        $117.31/         $325.52/
                      $190.46        $188.37         $146.25          $286.15
- ----------------------------------------------------------------------------------
West                  $222.20/       $197.91/        $157.50/         $349.28/
                      $205.69        $195.37         $151.60          $274.11
- ----------------------------------------------------------------------------------
South                 $174.53/       $179.50/        $122.81/         $239.01/
                      $209.63        $208.45         $141.62          $271.08
- ----------------------------------------------------------------------------------
Midwest               $163.05/       $153.88/        $123.70/         $237.74/
                      $203.20        $196.15         $153.90          $289.85
==================================================================================
Source: Urban Land Institute Dollars and Cents of Shopping Centers (1997)
==================================================================================
</TABLE>

        For regional malls in the east, average sales are shown to be $182 per
        square foot, with upper and lower deciles of $325 and $117 per square
        foot, respectively.

        The subject's 1997 mall shop sales performance of $358 per square foot
can be compared to its peers as shown below:

            ==========================================================
                                   Average      Subject    Variance
            ----------------------------------------------------------
            United States           $180          $358       199%
            ----------------------------------------------------------
            East                    $182          $358       197%
            ==========================================================

        ANCHOR STORE SALES

        The anchor tenants own their respective stores and are not obligated to
report tenant sales figures. The mall manager has had informal discussions with
the store managers for each of the anchors. Based on these discussions sales of
approximately $30 million were estimated for both Sears and Filene's or
approximately $220 and $182 per square foot respectively. It is important to
note that the mall was under construction during 1997 which may have deterred
some customers. Based upon the completion of the center and the addition of a
fourth anchor tenant we would expect an increase in sales performance for the
anchor tenants in the future.

        INDUSTRY AVERAGE SALES (DEPARTMENT STORES)

        A comparison of the subject's potential department store performance
can also be made to its regional and national peers. The Urban Land Institute
also tracks sales of owned and non-owned department stores by selected
affiliation and region. The data from ULI shows that the mean sales level for
department stores in super-regional malls varies from $132.65 to $179.60 per
square foot with an overall average of $156.35 per square foot. Stores in the
top 10.0 percent of their peers average (unweighted) approximately $243.63,
while the top 2.0 

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

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------

percent average approximately $391.40 per square foot. This
information, based on 1996, is summarized in the following chart.

===============================================================================
                          DEPARTMENT STORE SALES DATA
- -------------------------------------------------------------------------------
                                         AVERAGE       TOP 10%       TOP 2%
        CATEGORY/REGION                 SALES PSF     SALES PSF    SALES PSF
===============================================================================
Super-Regional U.S.
Owned Dept. Stores                       $153.67       $233.49      $347.00
National Chain                           $149.59       $230.80      $336.00
Non-Owned Dept. Stores                   $163.98       $256.83      $447.57
National Chain                           $163.71       $253.39      $435.01
Eastern Region                           $132.65         ---          ---
Western Region                           $146.26         ---          ---
Midwestern Region                        $161.33         ---          ---
Southern Region                          $179.60         ---          ---
===============================================================================
MEAN - ALL SUPER-REGIONAL CENTERS        $156.35       $243.63      $391.40
===============================================================================
Regional Malls U.S.
Owned Dept. Stores                       $148.15       $256.90      $334.68
National Chain                           $149.73       $256.73      $339.74
Non-Owned Dept. Stores                   $181.40       $258.62      $328.07
National Chain                           $174.44       $244.58      $324.28
Eastern Region                           $140.01         ---          ---
Western Region                           $181.20         ---          ---
Midwestern Region                        $149.32         ---          ---
Southern Region                          $141.18         ---          ---
===============================================================================
MEAN - ALL REGIONAL CENTERS              $158.18       $254.21      $331.69
===============================================================================
Source: Urban Land Institute Dollars & Cents of Shopping Centers (1997)
===============================================================================

        Data for department stores in regional malls shows that the mean ranges
        from $140.01 to $181.40 per square foot with an overall average of
        $158.18 per square foot. The unweighted average for the top 10.0
        percent and 2.0 percent is approximately $254.21 and $331.69 per square
        foot, respectively. Sales at department stores in the east reflect a
        mean of about $156 per square foot at super-regional malls and $158 per
        square foot at regional malls.

        With 1997 sales averaging approximately $199 per square foot
(department stores only), the subject stores are at the upper end of industry
norms for department stores within regional malls.


TRADE AREA EXPENDITURE POTENTIAL

        On the basis of detailed population, income, and spending pattern
analysis, estimates of household expenditures for shoppers goods merchandise
have been developed for the trade area. Shoppers goods, or department store
type merchandise (DSTM), comprise the overwhelming bulk of goods and products
carried in regional malls and department stores. Specifically, shoppers goods
expenditure potentials represent the dollar amounts available for the
merchandise that is primarily sold in the following store types:

        o     General merchandise stores including department and other stores;

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

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------

        o     Apparel and accessory stores;
        o     Furniture and home furnishing stores, and
        o     Other miscellaneous shoppers goods stores.

        These categories are also commonly referred to as GAFO goods.

        DSTM or GAFO expenditure potential measures the ability of the market
to purchase department store type goods. This expenditure potential is
typically based upon current average household or per capita income levels in
the market, and the estimated share of that income that has historically been
spent on department store type merchandise.

        Retail sales potential of a trade area is determined after estimating
the percent of total aggregate income spent on GAFO goods. The Department of
Commerce tabulates the total GAFO sales by city, county and state every five
years. The last tabulation was completed in 1997, however, at this writing the
results were not in final print. As such, the 1992 data is often cited. Taking
these figures for the pertinent area and dividing them against total aggregate
income yields the percentage of total aggregate income spent on GAFO goods
within an area. For the United States the average is approximately 14.0
percent. For various states, the overall percentage of income devoted to
shopping goods purchases (expenditures) ranges from roughly 11.0 to 15.0
percent. Nationally, it is estimated that 80 to 85 percent of specialty and
in-line tenant regional shopping center sales are of shoppers goods.


MARKET SHARE ANALYSIS

        To estimate the subject's primary and total trade area market share,
the amount previously calculated for center sales is divided by the trade area
GAFO potential. The GAFO potential has been estimated to be 14.0 percent of the
total trade area's aggregate income. Sales have been projected utilizing
ownership's 1997 estimated year end and anchor tenant projections. Total center
sales are typically reduced by non-GAFO center sales (i.e. restaurant,
convenience and service establishments) which range from 10.0 to 20 percent
industry-wide. This number has been derived from conversations we had with
market research personnel at some of the nation's largest retail development
companies. Also, as was previously mentioned, it is estimated that between 15.0
and 25.0 percent of trade area sales are due to secondary areas and tertiary
inflow. This too is deducted from total sales to determine "Total GAFO Sales"
from the Primary Trade Area.

        These market share calculations can be seen on the chart on the
FOLLOWING PAGE. The model presumes that 47.0 percent of the mall's sales will
be inflow from outside of the primary market, consisting of the secondary trade
area plus tourist expenditures and customers from other regions.

        Based upon these assumptions, the current market share of the Primary
and Total Trade Area GAFO potential is calculated to be about 27.98 percent and
12.85 percent, respectively, based on projected 1997 population and household
statistics provided by ENDS. This illustrates the dominance of the subject
property within its primary trade area as well as the effect of the competing
centers on the property's secondary trade area.

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

<TABLE>
<CAPTION>
==================================================================================================================================
MARKET SHARE ANALYSIS - PRIMARY TRADE AREA GAFO SALES
THE MALL OF NEW HAMPSHIRE
Cushman & Wakefield, Inc.
==================================================================================================================================
                                                                               FORCASTED
- ---------------------------------------------
SUBJECT SALES VOLUME                                      AREA (*)                1997                           SALES/SF
- ---------------------------------------------             ----                    ----                           --------
<S>                                                    <C>                      <C>                                 <C>    
    SUBJECT PROPERTY SALES
        Anchor Stores
             Filene's                                  165,000 SF               $30,000,000                         $181.82
             Sears                                     136,464 SF               $30,000,000                         $219.84
             JC Penney                                 101,388 SF               $20,176,212(1)                      $199.00
             Vacant                                     60,768 SF               $12,092,832(1)                      $199.00
        Mall Shop Tenants:                             327,393 SF              $117,206,694                         $358.00
        ------------------                             ------- --              ------------                         -------
    TOTAL CENTER SALES:                                791,013                 $209,475,738                         $264.82
                                                                                                               Includes All
                                                                                                                  Sales/GLA
                                                                     --------------------------      --------------------------
                                                                               PRIMARY                           TOTAL
                                                                              TRADE AREA                      TRADE AREA
- ---------------------------------------------
SUBJECT GAFO SALES                             
- ---------------------------------------------

    Total Subject Sales:                                                       $209,475,738                    $209,475,738
        Less: Non-GAFO Sales (%) at:                                  10%       $11,720,669(2)        10%    $11,720,669.40
        ----------------------------                                            -----------                  --------------
    Total Subject GAFO Sales:                                                  $221,196,407                    $221,196,407
        Less: Sales Inflow (%) at:                                    47%    ($103,962,311)           27%     ($59,723,030)
        --------------------------                                           --------------                   -------------
    TOTAL GAFO SALES AT SUBJECT:                                               $117,234,096                    $161,473,377

- ---------------------------------------------
TRADE AREA GAFO ANALYSIS
- ---------------------------------------------

     TRADE AREA GAFO POTENTIAL
        Number of Households (Primary Trade Area):                                   48,192(3)                      144,105
        Average Household Income (Primary Trade Area):                              $62,091(3)                      $62,271
        ----------------------------------------------                             --------                         -------
    Primary Trade Area Aggregate Income:                                     $2,992,289,472                  $8,973,562,455

    GAFO POTENTIAL (%) AT:                          14.0%                      $418,920,526                  $1,256,298,744
    ======================                          =====                      ============                 ===============

- ---------------------------------------------
MARKET SHARE CALCULATION
- ---------------------------------------------

    Total Subject GAFO Sales:                                                  $117,234,096                    $161,473,377
    Primary Trade Area GAFO Potential:                                         $418,920,526                  $1,256,298,744

    MARKET SHARE OF PRIMARY TRADE AREA GAFO POTENTIAL:                               27.98%                          12.85%
    ==================================================                               ======                          ======
                                                                     --------------------------      --------------------------

- ---------------------------------------------
(1) Sales figures based on mall average
(2) Non-GAFO sales based on mall shop sales
(3) Household and Income numbers based upon Equifax National Decision Systems estimates.

Note:   This analysis is based upon Current Dollars.
==================================================================================================================================
</TABLE>

<PAGE>

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------

CONCLUSION

        We have analyzed the retail trade history and profile of the Manchester
region in order to make reasonable assumptions as to the forecasted performance
of the subject's trade area. A regional area and locational overview has been
presented which has highlighted important points about the study area, as well
as demographic and economic data specific to the trade area. We have also
included a brief discussion of the competitive retail centers in the market
area. The trade area profile discussed encompasses a zip code based analysis
which was a product of a 1996 shopper survey. Marketing information relating to
these sectors has been presented and analyzed in order to determine patterns of
change and growth. The data is useful in giving quantitative dimensions of the
total trade area, while our comments serve to provide qualitative insight into
this area.

        The following bullet points summarize some of our key conclusions with
regard to the subject's trade area and market potential:

        o     The neighborhood has good vehicular access. The subject enjoys a
              visible location, centered in the principal commercial hub for
              this quadrant of the MSA.

        o     The existing trade area structure is largely characterized by
              traditional neighborhood centers, as well as community centers
              anchored by grocery or discount stores. The property also faces
              competition from three strong regional centers, however, these
              properties are relatively removed from the property ( in excess
              of 20 miles).

        o     The recent renovation and expansion of the center will help to
              maintain the subject as the dominant center in its trade area as
              well as recapture some loss market share in its secondary and
              tertiary trade areas.

        o     The subject will benefit from a relatively stable and affluent
              local population. Average household income within the primary
              trade area is currently estimated at $62,091.

        o     The center will be well positioned in an area that is forecasted
              for continued population and household growth.


        Our analysis concludes that the proposed merchandising mix of the
center, the location along two major arterials, and the popularity and
uniqueness of the major tenants, all combine to establish The Mall of New
Hampshire as a viable retail center in its trade area. We believe that, with
competent management, focused marketing, and a responsive maintenance program,
the subject should capture and maintain a strong position in its marketplace.


MARKETABILITY AND MARKETING PERIOD

        In this subsection, we consider the potential market appeal,
marketability, and demand for a center like the subject in light of the current
real estate investment market. As discussed in this report, the subject
involves an enclosed single-level retail mall anchored by four

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

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------

department stores (one is currently vacant) for a combined GLA of approximately
791,013 million square feet.

        We have considered the potential market demand and investor risk in our
analysis and valuation of the subject property through our selection of
investment parameters, growth rates, and various assumptions employed. In our
analysis, we have attempted to reflect current market conditions and investor
criteria. Most of the shopping center properties which have been offered for
sale at a "reasonable" price, have sold within 12 months exposure to the open
market or less. Properties for which seller expectations of value exceed the
market's perception have required more extended marketing periods and have
generally sold below the initial asking price, or have been pulled off the
market. A "reasonable" price is defined as that price which offers a sufficient
return to the investor relative to the demand for and the risk associated with
the property. These returns vary widely in the current market depending on the
particular investment, its occupancy level, the surrounding demographics, and
upside or downside of the income stream.

        The subject is characterized as a good-quality, regional mall which
will represents a strong barrier to future competitive development. It contains
the area's typical anchor alignment and sales are consistent with chain
averages. The subject's primary trade area has a current population of
approximately 170,000 people and is projected to experience typical household
growth into the foreseeable future. We believe that if the subject were offered
for sale, it would represent an good investment opportunity for a center with
some upside through the potential to reposition it. Based on the above, it is
our estimate that a market sale of the subject property should be realized
within 12 to 18 months exposure on the market.

- -------------------------------------------------------------------------------
                                     -54-
<PAGE>




















                                     [MAP]



















<PAGE>

                                                           PROPERTY DESCRIPTION
- -------------------------------------------------------------------------------

Site Description
Location:                              The subject site is located at the
                                       southeast quadrant of Route 28 and
                                       Interstate 293 in the City of
                                       Manchester, Hillsborough County, New
                                       Hampshire.

Shape:                                 Irregular rectangular (reference is made
                                       to the FACING PAGE).

Land Area:                             59.47 acres

                                       =========================================
SITE AREA:                               Site Components            Site Area
                                       =========================================
                                       Anchor Tenants            
                                           Filene's:                9.69+/- Acre
                                           JC Penney:               5.04+/- Acre
                                           Sears:                  10.93+/- Acre
                                           Former Lechmere:         6.00+/- Acre
                                       =========================================
                                       Anchor Site Area(1):        31.66+/- Acre
                                       =========================================
                                       Developer's Parcel:         38.95+/- Acre
                                       =========================================
                                       Total Site Area:            70.61+/- Acre
                                       =========================================
                                       (1) Not owned and not part of this
                                           appraisal
                                       =========================================

Frontage:                              The subject property has extensive
                                       frontage along the east side of South
                                       Willow Street and Huse Road. The
                                       property also has extensive frontage
                                       along Interstate 293, however, it can
                                       not be access directly from this
                                       thoroughfare.

Topography:                            The subject site is rolling in nature
                                       but has been graded to provide
                                       relatively level parking areas. The site
                                       is below street grade with South Willow
                                       Street but slopes upward in a
                                       southeasterly direction. The site is
                                       above grade with Interstate 293 and as
                                       such has good visibility from this
                                       thoroughfare.

Ingress/Egress:                        Access to the property is provided by
                                       two curb cuts located along the east
                                       side of South Willow Street. Both of
                                       these entrances are serviced by signal
                                       lights.

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

                                                           PROPERTY DESCRIPTION
- -------------------------------------------------------------------------------

Access:                                Regional accessibility to the subject is
                                       considered excellent by virtue of its
                                       location along Interstate 293. I-293
                                       connects with I-93 approximately 2 miles
                                       east of the property providing
                                       convenient access throughout the greater
                                       Manchester area.

Street Improvements:                   Route 28 is a major artery with adequate
                                       lighting and curbing. In general Route
                                       28 is a four-lane bi-directional
                                       roadway. In the area of the subject it
                                       is a divided thoroughfare and has been
                                       expanded to ten lanes (four southbound
                                       and six northbound) to accommodate
                                       increased traffic demand.

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

Utilities:                             All municipal utilities are available to
                                       the site, including water, sewer,
                                       electric, and telephone.

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

Flood Hazard:                          The subject site lies within Zone C,
                                       areas of minimal flooding (FIRM
                                       Community Panel Number 330169 0020B,
                                       effective February 18, 1981).

Wetlands:                              We were not given a Wetlands survey. If
                                       a subsequent engineering survey reveals
                                       the presence of regulated Wetlands
                                       areas, we reserve the right to amend
                                       this valuation.

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




















                                     [MAP]




















<PAGE>

                                                           PROPERTY DESCRIPTION
- -------------------------------------------------------------------------------

Hazardous Substances:                  No environmental study has been
                                       provided. It is assumed that the
                                       property is not adversely affected by
                                       any hazardous substances.

                                       Please refer to the complete list of
                                       Assumptions and Limiting Conditions
                                       provided at the end of this report.

Comments:                              Overall, the site size, topography, and
                                       configuration appear functionally
                                       adequate and conducive for a retail
                                       utilization in an suburban setting. The
                                       site is serviced by all public utilities
                                       and curb appeal of the site is good.



IMPROVEMENT DESCRIPTION

        The Mall of New Hampshire consist of a 791,013+/-square foot, regional
mall currently anchored by Filene's, JC Penney, and Sears, which each own their
respective stores and as such are not part of the subject of this appraisal.
The property also contains one vacant anchor store (60,768 square feet) which
was formerly occupied by Lechmere. The property was originally constructed in
1977 with three anchor stores and 88 in-line shops. In 1996 the mall began an
expansion and renovation project which included the addition of a fourth anchor
tenant and approximately 105,000 square feet of mall shop space. The property
now contains a total GLA of 791,013 square feet, inclusive of 317,748 square
feet of mall shop space. The reader is referred to the leasing plan presented
FACING THIS PAGE.

        We were not provided with building plans or specifications for the
subject mall. The physical description which follows is based on our inspection
on February 16, 1998 and discussions with the General Manager.


GENERAL DATA
     Year Built:                       1977

     Year Renovated/Expanded:          1996-1998

                                       The JC Penney store and the food court
                                       are still under construction with
                                       anticipated openings of May 1998 and
                                       June 1998 respectively.

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

                                                           PROPERTY DESCRIPTION
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                       ===================================================
   Gross Leasable Building Area:          Building Components          Gross Leasable Area
                                       ===================================================
<S>                                          <C>                             <C>          
                                        Anchor Tenants
                                             Filene's:                       165,000+/- SF
                                             Sears:                          136,464+/- SF
                                             JC Penney:                      101,388+/- SF
                                             Former Lechmere:                 60,768+/- SF
                                       ===================================================
                                        ANCHOR GLA1:                         463,620+/- SF
                                       ===================================================
                                        Mall Shop GLA:                       317,748+/- SF
                                        Food Court GLA:                        7,755+/- SF
                                        Kiosk GLA:                             1,890+/- SF
                                       ===================================================
                                        TOTAL OWNED GLA:                     327,393+/- SF
                                       ===================================================
                                        TOTAL  GLA:                          791,013+/- SF
                                       ===================================================
                                        (1) Each of the anchors owns their respective
                                            store and thus are not included as part of
                                            the subject of this appraisal
                                       ===================================================
</TABLE>

                                       The gross leasable building areas were
                                       taken from the rent roll and lease
                                       abstract reports. No independent survey
                                       of the subject improve-ments was
                                       conducted.

     Gross Building Area (Owned):      Not available


CONSTRUCTION DETAIL
Foundations:                           Reinforced concrete spread footings

Framing:                               Steel-frame, fireproofed in certain
                                       areas.

Building Height:                       The majority of the center is one-story
                                       in height. In exception to this is the
                                       JC Penney and Filene's store which are
                                       two-stories.

Floor System:                          Poured concrete slab on grade

Exterior Walls:                        Dryvit panels over masonry block and
                                       face brick.

Roof Structure/Roof:                   The property has a flat roof consisting
                                       of corrugated steel decking over bar
                                       joists. The cover on the original center
                                       is a multi-ply built-up over rigid
                                       insulation. The cover on the expansion
                                       is a EDPM roofing system over rigid
                                       insulation.

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

                                                           PROPERTY DESCRIPTION
- -------------------------------------------------------------------------------

Mechanical Detail

Heating and Air Conditioning:          Heating and cooling of the common area
                                       is achieved by 30 roof-top, gas-fired,
                                       package units, thirteen of which were
                                       either replaced or added during the
                                       recent expansion. Department stores and
                                       in-line tenants have individual units
                                       for their demised premises.

Plumbing:                              A complete sanitary sewer system and
                                       domestic water service serves all
                                       required fixtures of each tenant and is
                                       tapped into municipal water and sewer
                                       distribution lines. Tenants are provided
                                       with plumbing taps and valves off the
                                       main and are generally responsible for
                                       installation of their own plumbing
                                       fixtures. All roof areas are drained to
                                       rain water conductors which are
                                       connected to the site storm water
                                       system. Supply and waste lines are assum
                                       this consists of copper water lines and
                                       cast iron and PVC pipe for waste
                                       removal. Sanitary drainage is collected
                                       and connected to the site drainage
                                       system.

Electric:                              Service to all tenants is through a
                                       common distribution system. Energy is
                                       metered for in-space use directly by the
                                       local supplier to department stores, and
                                       in-line stores. These tenants pay for
                                       their own electric usage directly. All
                                       electric work is assumed to be in
                                       accordance with National Electric Code.

Life Safety/Security:                  All areas of the property are provided
                                       with fire protection sprinkler systems.
                                       Tenant areas of the mall are installed
                                       with sprinkler leads directly on the
                                       branch mains. Drops to the finished
                                       ceilings and required supplemental leads
                                       are the tenants' responsibility.

- -------------------------------------------------------------------------------
                                     -59-
<PAGE>

                                                           PROPERTY DESCRIPTION
- -------------------------------------------------------------------------------

INTERIOR DETAIL

Layout:                                The Mall of New Hampshire was originally
                                       constructed as a three anchor "T-shaped"
                                       center. The addition of a fourth anchor
                                       and the expansion of the center has
                                       converted the property into a
                                       "racetrack" design with anchor tenants
                                       at each corner of the property. The food
                                       court is presently being renovated and
                                       expanded along the northeast court of
                                       the center, mid-way between center court
                                       and the former Lechmere store.

                                       Mall concourses are relatively wide
                                       ranging from approximately 30 to 45
                                       feet. This width provides adequate site
                                       lines and space for center court kiosks.

                                       Store frontage typically vary from 20 to
                                       85 feet with 25 to 35 being most
                                       typical. Store depths of 125 to 150 feet
                                       are evidence with most stores exhibiting
                                       typical frontage to depth ratios.

Floor Coverings:                       Generally marble and ceramic flooring in
                                       the common areas. Tenant spaces are
                                       primarily a mix of carpet, hardwood and
                                       vinyl tile.

Ceilings:                              Mix of painted sheetrock and 2' x 2'
                                       acoustical tile in lay-in grids.

Wall Finish:                           Primarily textured and painted
                                       sheetrock.

Lighting:                              Combination of suspended quartz lighting
                                       fixtures and indirect florescent
                                       lighting fixtures.

Demising Walls:                        Generally steel frame.

Store Fronts:                          Combination of flush and pop-out store
                                       fronts.

Tenant Rest Rooms:                     Generally, each tenant space has a rest
                                       room facility. Rest rooms are handicap
                                       equipped.

Public Toilets:                        Public rest rooms are located in the
                                       Lechmere court and the central bank of
                                       tenant suites and are also found in the
                                       anchor department stores.

Tenant Areas:                          Tenant suites are improved in accordance
                                       with individual tenant specifications.

- -------------------------------------------------------------------------------
                                     -60-
<PAGE>

                                                           PROPERTY DESCRIPTION
- -------------------------------------------------------------------------------

Asbestos:                              We are not aware of any asbestos
                                       containing materials (ACMs) in the mall
                                       building improvements.

Americans With Disabilities Act:       The Americans With Disabilities Act
                                       (ADA) became effective January 26, 1992.
                                       Notwithstanding any discussion of
                                       possible readily achievable barrier
                                       removal construction items in this
                                       report, we have not made a specific
                                       compliance survey and analysis of this
                                       property to determine whether or not it
                                       is in conformity with the various
                                       detailed requirements of the ADA.

                                       The reader is referred to the complete
                                       list of Assumptions and Limiting
                                       Conditions provided at the end of this
                                       report.

Site Improvements:
     Parking:                          There are a total of 3,800 parking
                                       spaces designated in the parking lots.
                                       This indicates a parking ratio of 4.8
                                       spaces per 1,000 square feet which is
                                       within industry standards.

     Landscaping:                      Minimal

     Other:                            Other site improvements consist of
                                       concrete and asphalt paving, curbing,
                                       yard lighting, retaining walls, all
                                       underground and overhead utilities and
                                       mall signage. Storm water drainage
                                       systems are connected to the site
                                       drainage system.

Comments:                              Overall the subject improvements were
                                       observed to be in good condition. Our
                                       observations indicate both good quality
                                       materials and workmanship in view of the
                                       center's overall age. Analysis of the
                                       structural integrity of the buildings is
                                       beyond our expertise and best made by a
                                       professional engineer. Our analysis of
                                       the improvements concludes that their
                                       layout and design are, for the most
                                       part, functional and conducive to their
                                       current retail utilization.

- -------------------------------------------------------------------------------
                                     -61-
<PAGE>

                                                           PROPERTY DESCRIPTION
- -------------------------------------------------------------------------------

                                       According to Marshall Valuation Service,
                                       the typical life expectancy for regional
                                       mall improvements such as the subject is
                                       50 to 55 years. The subject was
                                       constructed in 1977 and expanded and
                                       renovated in 1996-1998. Based upon the
                                       extensive renovations, we estimate the
                                       effective age of the subject
                                       improvements at 3 to 5 years. Therefore,
                                       the remaining economic life is estimated
                                       at between 50 and 52 years.

                                       Our review of the local environs reveals
                                       that there are no external influences
                                       which negatively impact the value of the
                                       subject property.

Personal Property Included
     in Value Estimate:                None.

- -------------------------------------------------------------------------------
                                     -62-
<PAGE>

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

OVERVIEW

        The subject property is currently assessed by the City of Manchester.
Tax billings for the City are based upon a fiscal year commencing April 1st and
are billed in two equal installments due on July 1st and December 1st . The
following chart presents a summary of the subject's current assessment
information:

=============================================================================
                            1997 PROPERTY ASSESSMENT
- -----------------------------------------------------------------------------
   Account               Land               Building              Total
     No.              Assessment           Assessment           Assessment
=============================================================================
  666-A/3             $ 1,325,600         $19,148,700           $20,474,300
- -----------------------------------------------------------------------------
  666-A/3-A           $ 9,206,700                  --           $ 9,206,700
- -----------------------------------------------------------------------------
  666-2-A             $    79,000         $    30,200           $   109,200
- -----------------------------------------------------------------------------
  666-2               $   826,100         $   159,000           $   985,100
- -----------------------------------------------------------------------------
  666-A/7             $     4,600                  --           $     4,600
- -----------------------------------------------------------------------------
  666-A/6             $    46,200                  --           $    46,200
- -----------------------------------------------------------------------------
  TOTAL:              $11,488,200         $19,337,900           $30,826,100
=============================================================================

        The above assessment is represents 100% of market value as of April 1,
1991. The assessment implies a current market value of $27,279,734 based upon
the City's equalization rate of 113%. It is important to note that this
assessment is based upon the status of the property as of April 1, 1997 at
which time the expansion was vacant and in shell condition. Discussions with
the City assessor indicated that the property will be reassessed for the 1998
tax year based upon its status as of April 1, 1998. The assessor also indicated
that the equalization rate for 1998 is anticipated to be 109%. Therefore based
upon the value concluded in this report we have projected an assessment for the
subject property of $138,000,000 as calculated below:

                       $138,000,000 / 1.09 = $126,605,504

        Application of the current mill rate of $31.16 per $1,000 of assessed
value results in a projected tax liability of $3,950,000 (rounded) or
approximately $12.07 per square foot of owned GLA. The equalization rate is
based primarily on residential properties in the municipality and may have
little bearing on the relationship between the subject's value and assessment.
This is demonstrated by the 1997 tax assessment. Although the property was not
completed, the April 1997 assessment which implies a market value of $27.3
million appears unrealistically low. In estimating future tax liability for the
subject, management has retained the services of Gouldston and Storrs.
According to Gouldston and Storrs a stabilized assessment of $62,606,700 is
projected for the subject resulting in a 1998 tax liability of $1,940,000.
Given the past assessment of the property this level of taxes appears
reasonable. It should be noted that taxes are fully passed through to the
tenants.

- -------------------------------------------------------------------------------
                                     -63-
<PAGE>

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

HISTORICAL AND PROJECTED TAX INCREASES

        Historical mill rates for the Orange tax jurisdiction from 1984 to the
present are exhibited below:

              ==================================================
                          Historical Mill Rates
              --------------------------------------------------
                        Tax                     Mill
                       Year                     Rate
              ==================================================
                       1994                    $28.66
                       1995                    $29.63
                       1996                    $30.84
                       1997                    $30.84
                       1998                    $31.16
              ==================================================
                       CAGR
                     1994-1997                  2.11%
              ==================================================

        As illustrated, over this period, the mill rate increased at an annual
compound rate of 2.11%. The rate of increase has varied from year to year
depending on budgetary needs and the amount of new construction added to the
grand list. Over the past several years, municipalities have been forced to cut
back on spending which has enabled increases in real estate taxes to remain at
a minimum. Improving economic conditions will trigger increased development but
municipal spending is also anticipated to increase. Thus it can be assumed that
the annual tax liability on the property level will continue to increase at an
inflationary rate. In fact our discussions with the assessor's office indicated
that a 4% increase in the mill rate was anticipated for tax year 1998. In our
analysis we have projected an annual 4.0% increase in taxes.

- -------------------------------------------------------------------------------
                                     -64-
<PAGE>

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

        The subject property is zoned B-2, Business District by the City of
Manchester. This is a relatively broad commercial district which permits a wide
range of commercial utilizations. Residential uses are not permitted within
this district. Bulk area requirements are as follows:

================================================================================
                             BULK AREA REQUIREMENTS
================================================================================
Minimum Lot Area:                      None
- --------------------------------------------------------------------------------
Minimum Lot Width:                     None
- --------------------------------------------------------------------------------
Minimum Yard Requirements
    Minimum Front Yard Setback:        None

    Minimum Side Yard Setback:         None unless the property abuts a
                                       residential district, then the side yard
                                       requirement of the residential district
                                       will apply.

    Minimum Rear Yard Setback:         15' unless the property abuts a
                                       residential district, then the side yard
                                       requirement of the residential district
                                       will apply.
- --------------------------------------------------------------------------------
Maximum Building Height:               45 feet or 4-stories
- --------------------------------------------------------------------------------
Maximum Floor Area Ratio (FAR):        1.0
- --------------------------------------------------------------------------------
Minimum Off-Street Parking:            1 space per 200 square feet of ground
                                       floor area and 1 space per 400 square
                                       feet of upper floor area.
================================================================================

        We are not experts in the interpretation of complex zoning ordinances
but the property appears to be a conforming use. The determination of
compliance is beyond the scope of a real estate appraisal. However, since the
existing improvements have been approved by the municipality, it is assumed
that they are legally permissible uses.

        We know of no deed restrictions, private or public, that further limit
the subject property's use. The research required to determine whether or not
such restrictions exist, however, is beyond the scope of this appraisal
assignment. Deed restrictions are a legal matter and only a title examination
by an attorney or title company can usually uncover such restrictive covenants.
Thus, we recommend a title search to determine if any such restrictions do
exist.

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

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

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

        The reasonably probable and legal use of vacant land or an improved
        property, which is physically possible, appropriately supported,
        financially feasible, and that results in the highest value.

        We evaluated the site's highest and best use as currently improved and
as if vacant. In both cases the highest and best use must meet four criteria.
The use must be (1) physically possible, (2) legally permissible, (3)
financially feasible, and (4) maximally productive. However, because the site
is already improved with improvements that generate an important economic
return, the focus of our highest and best use analysis is on the site as
improved.

AS IMPROVED

        PHYSICAL FACTORS

        The first constraint imposed on the possible use of the site is
dictated by the physical aspects of the parcel itself. As noted in our Property
Description section of the report, the mall site is of sufficient size to
accommodate the existing improvements. It has been graded, paved and has all
necessary utilities available. Furthermore, the soil and topography do not
physically limit its use. The site has good visibility and excellent
accessibility by virtue of the extensive infrastructure system serving it. Its
physical location proximate to a good highway system as well as an interstate
interchange strongly supports its regional accessibility and concurrently, its
use as a destination center. The existing improvements display a single-level,
regional mall whose design and layout is considered to be quite conducive to a
retail utilization. The property was recently renovated and is considered to be
in excellent overall condition.

        Finally, compatibility with existing neighboring uses is also an
important consideration. In the case of the subject, the mall has acted as a
catalyst for growth that has transformed the area into the retail hub of the
greater Manchester area. With all of this in mind, we are of the opinion the
current use of the site is physically possible.

LEGAL FACTORS

        Legal restrictions, as they apply to the subject property, are private
restrictions and the public restrictions of zoning. As noted, there are no
private restrictions which are known to adversely affect the utilization of the
site, and the property complies with all of the zoning requirements under the
B-2 classification as established by the City of Manchester. Furthermore, we
are not aware of any environmental controls which may impact the property.
Finally, it is recognized that the property has received all permits and has
been in operation as a retail use for a number of years. As such, the existing
leases which are in place dictate a retail use for the property. Thus, retail
utilization of the property is a permissible use.

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

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

FINANCIAL FEASIBILITY/MAXIMUM PRODUCTIVITY

        After analyzing the physically possible and legally permissible aspects
of the property, the highest and best use must be considered in light of
financial feasibility and maximum productivity. For a potential use to be
seriously considered, it must have the potential to provide a sufficient return
to attract investment capital over alternative forms of investment. A positive
net income or acceptable rate of return would indicate that a use is
financially feasible.

        As discussed in the various "Locational" and "Retail Market" sections
of this report, The Mall of New Hampshire is considered to be the principal
shopping destination for a primary trade area of over 160,000 residents. In the
Income Approach to the valuation of the subject property, we have provided a
detailed analysis of the subject's anticipated revenue producing ability as a
shopping center. These projections have relied upon certain market based
assumptions that, in our opinion, closely mirror the subject's position in the
marketplace. Accordingly, we find that the property, under the concept of
continued use, will produce a sufficient income stream to an investor. A
conversion to an alternative use would not be economically justifiable and, as
a result, fail the test of financial feasibility and maximum productivity. In
our opinion, no other use of the site would provide as great a return.
Therefore, we have concluded that the highest and best use of the site as
improved is its continued retail use with future expansion potential.


AS VACANT

        PHYSICAL FACTORS

        The mall parcel is large enough to accommodate a variety of uses
including office, retail, hotel and residential. The subject's highway and
interstate access greatly enhances its appeal for a use that relies upon the
ability of patrons to be afforded quick and easy access. This is particularly
true for a destination retail property which, by necessity, must attract
consumers from points beyond its immediate neighborhood. As articulated, Route
28 is a principal commercial strip that is characterized by other shopping
centers and freestanding retail buildings. The neighborhood and its immediate
environs are also primarily developed with retail/commercial uses. Accordingly,
we would find that a retail use of the site would be the most compatible with
the environs. Overall, we view the site as being free of any physical limiting
conditions that may restrict its development and as such, a large scale
commercial project would be a potential use for the site as vacant.

        LEGAL FACTORS

        The second test concerns permitted uses. Legal restrictions, as they
apply to the subject are private restrictions of deed and the public
restrictions of zoning. There do not appear to be any private restrictions
which impact the site. The current zoning district impacting the site permits a
retail use as of right. Based on the site's size and layout, with consideration
given to parking constraints, a retail building of approximately 300,000 to
400,000 square feet of mall shop space would be a permitted use as of right.
Due to the site's location and proximity to other commercial uses, we believe
that a retail use would be a legally conforming and compatible use for the
site.

- -------------------------------------------------------------------------------
                                     -67-
<PAGE>

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

        FINANCIAL FEASIBILITY/MAXIMUM PRODUCTIVITY

        After determining those uses which are physically possible and legally
permissible, the remaining uses must be analyzed in light of their financial
feasibility. As indicated in the various locational and "Retail Market
Analysis" sections of this report, the Manchester region is characterized by
macro economic conditions that, while having suffered from the recession of the
early 1990s, is showing signs of recovery. The retail market has also not been
as negatively affected by the over-building and concessions which have plagued
other commercial markets such as office and hotels. In addition, we see no
significant changes in the local demographics which might threaten the economic
viability of the subject site.

        The last test of highest and best use is that of maximum productivity.
While this implies a quantitative analysis, it is often most qualitative and
sensitive to community, social, political, and governmental standards. In this
case, the site is located in an area that has developed into the retail hub for
a densely populated suburban area. Existing neighborhood uses further
compliment the site and act as a collective destination which aids in
attracting shoppers. The subject's size and location along Route 28 as well as
its proximity to I-293 with a trade area that includes significant purchasing
power, lead us to the conclusion that the Highest and Best use for the subject
property, as if vacant, would be for a new regional shopping center.

        A developer, mindful of the prospective lot coverage yet savvy as to
the market's potential for absorbing new product, would consider the site's
feasible potential. Parking is an overriding constraint that dictates the
ultimate size of a potential development. Accordingly, we believe that the
subject's development potential, as vacant, would be represented by a shopping
center of approximately 300,000 to 400,000 square feet of mall shop space. This
premise assumes that parking would be provided to a level sufficient for the
total project.

- -------------------------------------------------------------------------------
                                     -68-
<PAGE>

                                                              VALUATION PROCESS
- -------------------------------------------------------------------------------

        Appraisers typically use three approaches in valuing real property: The
Cost Approach, the Sales Comparison Approach, and the Income Capitalization
Approach. The type and age of the property and the quantity and quality of data
effect the applicability in a specific appraisal situation.


COST APPROACH

        The Cost Approach renders an estimate of value based upon the price of
obtaining a site and constructing improvements, both with equal desirability
and utility as the subject property. Historically, investors have not
emphasized cost analysis in purchasing investment grade properties such as
community strips or power centers. The estimation of obsolescence for
functional and economic conditions, as well as depreciation on improvements,
makes this approach difficult at best. Furthermore, the Cost Approach fails to
fully consider the value of anchor store commitments to regional malls and the
difficulty of site assemblage for such properties. As such, the Cost Approach
will not be employed in this analysis due to the fact that the marketplace does
not rigidly trade leased shopping centers on a cost/value basis.


SALES COMPARISON APPROACH

        The Sales Comparison Approach is based on an estimate of value derived
from the comparison of similar type properties which have recently been sold.
Through an analysis of these sales, efforts are made to discern the actions of
buyers and sellers active in the marketplace, as well as establish relative
unit values upon which to base comparisons with regard to the subject. This
approach has a direct application to the subject property. Furthermore, this
approach has been used to develop investment indices and parameters from which
to judge the reasonableness of our principal approach, the Income
Capitalization Approach.


INCOME CAPITALIZATION APPROACH

        By definition, the subject property is considered an income/investment
property. Properties of this type are historically bought and sold on the
ability to produce economic benefits, typically in the form of a yield to the
purchaser on investment capital. Therefore, the analysis of income capabilities
are particularly germane to this property since a prudent and knowledgeable
investor would follow this procedure in analyzing its investment qualities.
Therefore, the Income Capitalization Approach has been emphasized as our
primary methodology for this valuation.


RECONCILIATION

        This valuation concludes with a final estimate of the subject's market
value based upon the total analysis as presented herein.

- -------------------------------------------------------------------------------
                                     -69-
<PAGE>

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

METHODOLOGY

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

        By analyzing sales that qualify as arms-length transactions between
willing and knowledgeable buyers and sellers, market value and price trends can
be identified. Comparability in physical, location, and economic
characteristics is an important criterion when comparing sales to the subject
property. The basic steps involved in the application of this approach are as
follows:

        1.    Research recent, relevant property sales and current offerings
              throughout the competitive marketplace;

        2.    Select and analyze properties considered most similar to the
              subject, giving consideration to the time of sale, change in
              economic conditions which may have occurred since date of sale,
              and other physical, functional, or location factors;

        3.    Identify sales which include favorable financing and calculate
              the cash equivalent price; and

        4.    Reduce the sale prices to a common unit of comparison, such as
              price per square foot of gross leasable area sold;

        5.    Make appropriate adjustments between the comparable properties
              and the property appraised; and

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

        The most widely-used, market-oriented units of comparison for
properties such as the subject are the sale price per square foot of gross
leasable area (GLA) purchased, and the overall capitalization rate extracted
from the sale. This latter measure will be addressed in the Income
Capitalization Approach which follows this methodology. An analysis of the
inherent sales multiple also lends additional support to the Sales Comparison
Approach.

MARKET OVERVIEW

        The typical purchaser of properties of the subject's caliber includes
both foreign and domestic insurance companies, large retail developers, pension
funds, and real estate investment trusts (REITs). The large capital
requirements necessary to participate in this market and the expertise demanded
to successfully operate an investment of this type, both limit the number of
active participants and, at the same time, expand the geographic boundaries of
the marketplace to include the international arena. Due to the relatively small
number of market participants and the moderate amount of quality product
available in the current marketplace, strong demand exists for the nation's
quality retail developments.

- -------------------------------------------------------------------------------
                                     -70-
<PAGE>

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

        Most institutional grade retail properties are existing, seasoned
centers with good inflation protection. These centers offer stability in income
and are strongly positioned to the extent that they are formidable barriers to
new competition. They tend to be characterized as having three to five
department store anchors, most of which are dominant in the market. Mall shop
sales are at least $300 per square foot and the trade area offers good growth
potential in terms of population and income levels. Equally important are
centers which offer good upside potential after face-lifting, renovations, or
expansion. With new construction down substantially, owners have accelerated
their renovation and remerchandising programs. Little competition from
over-building is likely in most mature markets within which these centers are
located. Environmental concerns and "no-growth" mentalities in communities
continue to be serious impediments to new retail developments.

        Over the past 18+/- months, we have seen real estate investment return
to favor as an important part of many institutional investors' diversified
portfolios. Banks are aggressively competing for business, trying to regain
market share lost to Wall Street, while the more secure life insurance
companies are also reentering the market. The re-emergence of real estate
investment trusts (REITs) has helped to provide liquidity within the real
estate market, pushing demand for well-tenanted, quality property, particularly
regional malls. Currently, REITs are one of the most active segments of the
industry and are particularly attractive to institutional investors due to
their liquidity. However, overbuilding in the retail industry has resulted in
the highest GLA per capita ever (19 square feet per person). As a consequence,
institutional investors are more selective than ever with their underwriting
criteria. Many investors are even shunning further retail investment at this
time, content that their portfolios have a sufficient weighting in this
segment.

        The market for dominant Class A institutional quality malls is tight,
as characterized by the limited amount of good quality product available. It is
the overwhelming consensus that Class A property would trade in the 7.0 to 8.5
percent capitalization rate range, with rates below 7.5 percent likely limited
to the top 15 to 20 malls with sales at least $400 per square foot. Conversely,
there are many second tier and lower quality malls offered on the market at
this time. With limited demand from a much thinner market, cap rates for this
class of malls are felt to be in the much broader 9.5 to 14.0 percent range.
Pessimism about the long term viability of many of these lower quality malls
has been fueled by the recent turmoil in the retail industry.

        To better understand where investors stand in today's marketplace, we
have surveyed active participants in the retail investment market. Based upon
our survey, the following points summarize some of the more important "hot
buttons" concerning investors:

        1.    OCCUPANCY COSTS - This "health ratio" measure is of fundamental
              concern today. The typical range for total occupancy
              cost-to-sales ratios falls between 10.0 and 15.0 percent. With
              operating expenses growing faster than sales in many malls, this
              issue has become even more important. As a general rule of thumb,
              malls with sales under $250 per square foot generally support
              ratios of 10.0 to 12.0 percent; $250 to $300 per square foot
              support 12.0 to 13.5 percent; and over $300 per square foot
              support 13.5 to 15.0 percent.

- -------------------------------------------------------------------------------
                                     -71-
<PAGE>

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

              Experience and research show that most tenants will resist total
              occupancy costs that exceed 15.0 to 18.0 percent of sales.
              However, ratios of upwards to 20.0 percent are not uncommon for
              some higher margin tenants. This appears to be by far the most
              important issue to an investor today. Investors are looking for
              long term growth in cash flow and want to realize this growth
              through real rent increases. High occupancy costs limit the
              amount of upside through lease rollovers.

        2.    MARKET DOMINANCE - The mall should truly be the dominant mall in
              the market, affording it a strong barrier to entry for new
              competition. Some respondents feel this is more important than
              the size of the trade area itself.

        3.    STRONG ANCHOR ALIGNMENT - Having at least three department stores
              (four are ideal), two of which are dominant in that market. The
              importance of the traditional department store as an anchor
              tenant has returned to favor after several years of weak
              performance and confusion as to the direction of the industry. As
              a general rule, most institutional investors would not be
              attracted to a two-anchor mall.

        4.    ENTERTAINMENT - Entertainment has become a critical element at
              larger centers as it is designed to increase customer traffic and
              extend customer staying time. This loosely defined term covers a
              myriad of concepts available ranging from mini-amusement parks,
              to multiplex theater and restaurant themes, to interactive
              virtual reality applications. The capacity of regional/
              super-regional centers to provide a balanced entertainment
              experience well serve to distinguish these properties from less
              distinctive formats such as power and smaller outlet centers.

        5.    DENSE MARKETPLACE - Several of the institutional investors favor
              markets of 300,000 to 500,000 people or greater within a 5 to 7
              mile radius. Population growth in the trade area is also very
              important. One advisor likes to see growth 50.0 percent better
              than the U.S. average. Another investor cited that they will look
              at trade areas of 200,000+/-but that if there is no population
              growth forecaster in the market, a 50+/-basis point adjustment to
              the cap rate at the minimum is warranted.

        6.    INCOME LEVELS - Household incomes of $50,000+ which tends to be
              limited in many cases to top 50 MSA locations. Real growth with
              spreads of 200 to 300 basis points over inflation are ideal.

        7.    GOOD ACCESS - Interstate access with good visibility and a
              location within or proximate to the growth path of the community.

        8.    TENANT MIX - A complimentary tenant mix is important. Mall shop
              ratios of 35+/-percent of total GLA are considered average with
              75.0 to 80.0 percent allocated to national tenants. Mall shop
              sales of at least $250 per square foot with a demonstrated
              positive trend in sales is also considered to be important.

- -------------------------------------------------------------------------------
                                     -72-
<PAGE>

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

        9.    PHYSICAL CONDITION - Malls that have good sight lines, an updated
              interior appearance and a physical plant in good shape are looked
              upon more favorably. While several developers are interested in
              turn-around situations, the risk associated with large capital
              infusions can add at least 200 to 300 basis points onto a cap
              rate.

        10.   ENVIRONMENTAL ISSUES - The impact of environmental problems
              cannot be understated. There are several investors who won't even
              look at a deal if there are any potential environmental issues no
              matter how seemingly insignificant.

        11.   OPERATING COVENANTS - Some buyers indicated that they would not
              be interested in buying a mall if the anchor store operating
              covenants were to expire over the initial holding period. Others
              weigh each situation on its own merit. If it is a dominant center
              with little likelihood of someone coming into the market with a
              new mall, they are not as concerned about the prospects of
              loosing a department store. If there is a chance of loosing an
              anchor, the cost of keeping them must be weighed against the
              benefit. In many of their malls they are finding that traditional
              department stores are not always the optimum tenant but that a
              category killer or other big box use would be a more logical
              choice.


        In the following section we will discuss trends which have become
apparent over the past several years involving sales of regional malls.


REGIONAL MALL PROPERTY SALES

        Evidence has shown that mall property sales which include anchor stores
have lowered the square foot unit prices for some comparables, and have
affected investor perceptions. In our discussions with major shopping center
owners and investors, we learned that capitalization rates and underwriting
criteria have become more sensitive to the contemporary issues affecting
department store anchors. Traditionally, department stores have been an
integral component of a successful shopping center and, therefore, of similar
investment quality if they were performing satisfactorily.

        During the 1980s a number of acquisitions, hostile take-overs and
restructurings occurred in the department store industry which changed the
playing field forever. Weighted down by intolerable debt, combined with a
slumping economy and a shift in shopping patterns, the end of the decade was
marked by a number of bankruptcy filings unsurpassed in the industry's history.
Evidence of further weakening continued into the early 1990s with filings by
such major firms as Carter Hawley Hale, P.A. Bergner & Company, and Macy's. In
early 1994, Woodward & Lothrop announced their bankruptcy involving two
department store divisions that dominate the Philadelphia and Washington D.C.
markets. Most of the stores have since been acquired by the May Department
Stores Company, effectively ending the existence of the 134 year old Wanamaker
name, the nation's oldest department store company. Consolidation during the
mid to latter part of the decade has continued, albeit at a slower pace.

- -------------------------------------------------------------------------------
                                     -73-
<PAGE>

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

        One important trend, however, shows that department stores have been
reporting a return to profitability resulting from increased operating
economies and higher sales volumes. Sears, once marked by many for extinction,
has more recently won the praise of analysts. Federated Department Stores has
also been acclaimed as a text book example on how to successfully emerge from
bankruptcy. They have merged with Macy's and more recently acquired the
Broadway chain to form one of the nation's largest department store companies.
The trend of continued consolidation and vulnerability of the regional chains
continues into 1997.

        With all this in mind, investors are looking more closely at the
strength of the anchors when evaluating an acquisition. Most of our survey
respondents were of the opinion that they were indifferent to acquiring a
center that included the anchors versus stores that were independently owned if
they were good performers. However, where an acquisition includes anchor
stores, the resulting cash flow is typically segregated with the income
attributed to anchors (base plus percentage rent) analyzed at a higher cap rate
then that produced by the mall shops.

        However, more recent data suggests that investors are becoming more
troubled by the creditworthiness of the mall shops. With an increase in
bankruptcies, store closures and consolidations, we see investors looking more
closely at the strength and vulnerabilities of the in-line shops. As a result,
there has been a marked trend of increasing capitalization rates.

        Cushman & Wakefield has extensively tracked regional mall transaction
activity since 1991. We have summarized the most recent (1995 to the present)
transactions on the FOLLOWING PAGES. Historical sales (1991 - 1994) are
presented in the addenda of this report. These sales are inclusive of good
quality Class A or B+/-properties that are dominant in their market. Also
included are weaker properties in second tier cities that have a narrower
investment appeal. As such, the most recent mall sales (1997) presented in this
analysis show a wide variety of prices on a per unit basis, ranging from $21
per square foot up to $594 per square foot of total GLA purchased. When
expressed on the basis of mall shop GLA acquired, the range is more broadly
seen to be $36 to $770 per square foot. Alternatively, the overall
capitalization rates that can be extracted from each transaction range from
7.34 percent to rates in excess of 12.77 percent.

        One obvious explanation for the wide unit variation is the inclusion
(or exclusion) of anchor store square footage which has the tendency to distort
unit prices for some comparables. Other sales include only mall shop area where
small space tenants have higher rents and higher retail sales per square foot.
A shopping center sale without anchors, therefore, gains all the benefits of
anchor/small space synergy without the purchase of the anchor square footage.
This drives up unit prices to over $250 per square foot, with most sales over
$300 per square foot of salable area.

- -------------------------------------------------------------------------------
                                     -74-
<PAGE>




REGIONAL MALL SALES
1995 TRANSACTION CHART
Cushman & Wakefield, Inc.

<TABLE>
<CAPTION>
=====================================================================================================================
    SALE                             SALE        YEAR            SALE         TOTAL       SOLD      SHOP      SHOP
    NO.        PROPERTY/LOCATION     DATE        BUILT          PRICE          GLA        GLA       GLA       RATIO
=====================================================================================================================
<S>         <C>                    <C>      <C>            <C>             <C>         <C>       <C>       <C>
95-1        QUEENS CENTER          Dec-95   1973/          $108,000,000      625,659   157,516   157,516   25.2%
            Elmhurst, NY                    90/95
- ---------------------------------------------------------------------------------------------------------------------
95-2        NATICK MALL            Dec-95   1994           $265,000,000    1,160,733   646,733   436,733   37.6%
            Natick, MA                      (redevel.)
- ---------------------------------------------------------------------------------------------------------------------
95-3        RIDGEDALE CENTER       Dec-95   1974/          $ 114,500,00    1,040,285   334,937   334,937   32.2%
            Minnetonka, MN                  82/93
- ---------------------------------------------------------------------------------------------------------------------
95-4        SOUTHLAND MALL         Dec-95   1970/          $ 82,500,000      902,000   318,606   318,606   35.3%
            Tylor, MI                       88/92
- ---------------------------------------------------------------------------------------------------------------------
95-5        SMITH HAVEN MALL       Dec-95   1969/          $221,000,000    1,351,913   813,786   505,626   37.4%
            Lake Grove, NY                  86
- ---------------------------------------------------------------------------------------------------------------------
95-6        CAPITOLA MALL          Dec-95   1977/          $ 52,500,000      577,396   577,396   197,396   34.2%
   (1)      Capitola, CA                    88
- ---------------------------------------------------------------------------------------------------------------------
95-7        EASTVIEW MALL          Oct-95   1971/          $126,850,000    1,309,488   534,458   534,458   40.8%
   (2)      Victor, NY                      95
- ---------------------------------------------------------------------------------------------------------------------
95-8        CENTRE AT SALISBURY    Aug-95   1990           478,000,000       884,825   744,825   278,915   31.5%
            Salisbury, MD
- ---------------------------------------------------------------------------------------------------------------------
95-9        COLONIAL PARK MALL     Jul-95   1960/          $ 46,500,000      736,177   380,944   242,766   33.0%
            Harrisburg, PA                  90
- ---------------------------------------------------------------------------------------------------------------------
95-10       PIEDMONT MALL          Jul-95   1983/          $ 39,000,000      534,135   409,135   188,409   35.2%
            Danville, VA                    84
- ---------------------------------------------------------------------------------------------------------------------
95-11       RIVER OAKS CENTER      Jul-95   1978/          $ 26,200,000      574,657   493,791   219,099   38.1%
            Decatur, AL                     89
- ---------------------------------------------------------------------------------------------------------------------
95-12       COLUMBIA MALL          Jul-95   1988           $ 27,650,000      351,364   351,364   128,024   36.4%
            Bloomsberg, PA
- ---------------------------------------------------------------------------------------------------------------------
95-13       HOT SPRINGS MALL       Jun-95   1982           $ 22,775,000      389,914   318,033   156,000   40.0%
            Hot Springs, AR
- ---------------------------------------------------------------------------------------------------------------------
95-14       WESTGATE MALL          may-95   1960/          $ 43,000,000      649,185   448,268   253,993   39.1%
            San Jose, CA                    89
- ---------------------------------------------------------------------------------------------------------------------
95-15       SILVER CITY GALLERIA   Apr-95   1992           $159,106,000    1,005,595   749,595   349,107   34.7%
            East Taunton MA
- ---------------------------------------------------------------------------------------------------------------------
95-16       WESTGATE MALL          Apr95    1975           $ 25,300,000      768,000   449,974   272,630   35.5%
            Spartanburg, SC
- ---------------------------------------------------------------------------------------------------------------------
95-17       HANOVER MALL           Jan-95   1971/          $ 38,000,000      649,130   649,130   298,531   46.0%
            Hanover, MA                     93
- ---------------------------------------------------------------------------------------------------------------------
95-18       GREENBRIER MALL        Jan-95   1981           $ 84,700,000      774,201   594,201   318,595   41.2%
            Chesapeake, VA
- ---------------------------------------------------------------------------------------------------------------------
95-19       GALLERIA AT TYLER      Jan-95   1970/          $123,750,000    1,044,536   431,640   411,640   39.4%
   (3)      Riverside, CA                   91
=====================================================================================================================
            Survey Low:                                    $ 22,775,000      351,364   157,516   128,024   25.2%
            Survey High:                                   $265,000,000    1,351,913   813,786   534,458   46.0%
- ---------------------------------------------------------------------------------------------------------------------
            SURVEY MEAN:                                   $ 88,649,000      806,800   494,965   294,875   36.5%
=====================================================================================================================
</TABLE>

                    (RESTUBBED TABLE CONTINUED FROM ABOVE)


<TABLE>
<CAPTION>
=================================================================================================================================
                                                             CAPITALIZATION RATES               UNIT RATE COMPARISION
                                                             ---------------------             ------------------------
    SALE       OCCU-      SHOP                                GOING-IN   TERMINAL               PRICE/GLA   PRICE/MALL    SALES
    NO.        PANCY    SALES/SF        NOI         NOI/SF       OAR        OAR        IRR      PURCHASED    SHOP GLA    MULTIPLE
=================================================================================================================================
<S>         <C>        <C>        <C>            <C>         <C>        <C>        <C>         <C>         <C>          <C>
95-1        99.0%      $686       $10,487,000      $ 66.58      9.71%       --          --       $686        $686         1.00
- ---------------------------------------------------------------------------------------------------------------------------------
95-2        99.0%      $416       $21,311,000      $ 32.95      8.04%     8.00%      10.75%      $410        $607         1.46
- ---------------------------------------------------------------------------------------------------------------------------------
95-3        97.0%      $339       $ 8,936,100      $ 26.68      7.80%       --       11.00%      $342        $342         1.10
- ---------------------------------------------------------------------------------------------------------------------------------
95-4        93.0%      $261       $ 7,143,200      $ 22.42      8.66%       --       11.75%      $259        $259         0.99
- ---------------------------------------------------------------------------------------------------------------------------------
95-5        93.0%      $425       $17,127,500      $ 21.05      7.75%     8.25%      11.10%      $272        $437         1.03
- ---------------------------------------------------------------------------------------------------------------------------------
95-6        92.0%      $262       $ 4,987,500      $  8.64      9.50%       --          --       $ 91        $266         1.02
   (1)
- ---------------------------------------------------------------------------------------------------------------------------------
95-7        88.0%      $290       $ 9,200,000      $ 17.21      7.25%       --       12.00%      $237        $237         0.82
   (2)
- ---------------------------------------------------------------------------------------------------------------------------------
95-8        89.0%      $257       $ 7,020,000      $  9.43      9.00%       --          --       $105        $280         1.09
- ---------------------------------------------------------------------------------------------------------------------------------
95-9        96.0%      $275       $ 4,417,500      $ 11.60      9.50%       --          --       $122        $192         0.70
- ---------------------------------------------------------------------------------------------------------------------------------
95-10         --       $250       $ 3,600,000      $  8.80      9.23%       --          --       $ 95        $207         0.83
- ---------------------------------------------------------------------------------------------------------------------------------
95-11         --       $200       $ 2,908,200      $  5.89     11.10%       --          --       $ 53        $120         0.60
- ---------------------------------------------------------------------------------------------------------------------------------
95-12       96.0%      $165       $ 2,958,500      $  8.42     10.70%       --          --       $ 79        $216         1.31
- ---------------------------------------------------------------------------------------------------------------------------------
95-13       83.0%      $240       $ 2,277,500      $  7.16     10.00%       --          --       $ 72        $146         0.61
- ---------------------------------------------------------------------------------------------------------------------------------
95-14       77.9%      $191       $ 4,096,457      $  9.14      9.53%       --          --       $ 96        $169         0.89
- ---------------------------------------------------------------------------------------------------------------------------------
95-15       96.0%      $290       $13,219,000      $ 17.63      8.31%     8.00%      11.00%      $212        $456         1.57
- ---------------------------------------------------------------------------------------------------------------------------------
95-16       85.0%      $240       $ 2,403,500      $  5.34      9.50%       --          --       $ 56        $ 93          0.39
- ---------------------------------------------------------------------------------------------------------------------------------
95-17       90.0%      $204       $ 3,811,400      $  5.87     10.03%       --          --       $ 59        $127         0.62
- ---------------------------------------------------------------------------------------------------------------------------------
95-18       96.0%      $250       $ 6,600,000      $ 11.11      7.79%     8.00%      11.50%      $143        $266         1.06
- ---------------------------------------------------------------------------------------------------------------------------------
95-19       86.0%      $244       $9,600,000       $ 22.24      7.76%     8.00%      10.50%      $287        $301         1.23
   (3)
=================================================================================================================================
            77.9%      $165       $ 2,277,500      $  5.34      7.25%     8.00%      10.50%      $ 52        493          0.39
            99.0%      $686       $21,311,000      $ 66.58     11.10%     8.25%      12.00%      $686        $686         1.57
- ---------------------------------------------------------------------------------------------------------------------------------
            91.5%      $289       $ 7,479,177      $ 16.74      9.13%     8.05%      11.20%      $193        $284         0.96
=================================================================================================================================
</TABLE>

- -------
(1)   Cash equivalent price.
(2)   Includes 62,770 square foot strip center.
(3)   Net of allocation for excess land. Sale includes cinema.


<PAGE>

REGIONAL MALL SALES
1996 TRANSACTION CHART
Cushman & Wakefield, Inc.

<TABLE>
<CAPTION>
================================================================================================
    SALE                                SALE     YEAR           GRANTOR/               SALE
    NO.         PROPERTY/LOCATION       DATE    BUILT           GRANTEE               PRICE
================================================================================================
<S>         <C>                       <C>      <C>     <C>                       <C>
96-1        OLD ORCHARD SHOPPING      Dec-96   1956/   Zell Merrill Lynch RE     $266,000,000
            CENTER                             95      Opport./
            Skokie, Illinois                           Urban Shopping
                                                       Centers, Inc.
- ------------------------------------------------------------------------------------------------
96-2        PLAZA & COURT AT KING     Dec-96   1962/   King of Prussia           $451,000,000
            OF PRUSSIA                         96      Associates/
            Montogomery, PA                            Lend Lease
- ------------------------------------------------------------------------------------------------
96-3        WESTSHORE MALL            Dec-96   1988    Trizec Hahn Centers/      $30,159,000
            Holland Township, IL                       Wilmorite/Ivanhoe
                                                       Property Mgt.
- ------------------------------------------------------------------------------------------------
96-4        FORT HENRY MALL           Dec-96   1976/   Trizec Han Centers/       $22,817,000
            Kingsport, TN                      89      Wilmorite/Ivanhoe
                                                       Property Mgt.
- ------------------------------------------------------------------------------------------------
96-5        CITICORP PACKAGE          Dec-96   1964/   Citicorp Real Estate      $125,100,000
            1)Buenaventura mall                95      The Macerich Company
               Ventura, California             1970
            2) Fresno Fashion Fair             1966/
               Fresno, California              93
            3) Huntington Center
               Mall
               Huntington,
               California
- ------------------------------------------------------------------------------------------------
96-6        FORBES/COHEN PACKAGE      Dec-96   1972    Forbes/Cohen              $134,000,000
            1) Westwood Mall                   1983    Properties/
               Jackson, michigan               1969/   General Growth
            2) Lakeview Square                 88      Properties
               Battle Creek,
               Michigan
            3) Lansing Mall
               Lansing, Michigan
- ------------------------------------------------------------------------------------------------
96-7        RIMROCK MALL              Dec-96   1975    Trizec Hahn Centers/      $43,900,000
            Billings, MT                               The Macerich Company
- ------------------------------------------------------------------------------------------------
96-8        VINTAGE FAIRE MALL        Dec-96   1977/   Trizec Hahn Centers/      $74,300,000
            Modesto, CA                        97      The Macerich Company
- ------------------------------------------------------------------------------------------------
96-9        LA CUMBRE PLAZA           Dec-96   1967/   Trizec Hahn Centers/      $22,225,000
   (1)      Santa Barbara,                     89      Taubman Realty Group,
            California                                 LP
- ------------------------------------------------------------------------------------------------
96-10       VALLEY FAIR MALL          Dec-96   1970/   Safco/                    $35,000,000
            West Valley City, Utah             86      Excel Realty Trust, Inc.
- ------------------------------------------------------------------------------------------------
96-11       QUALL SPRINGS MALL        Nov-96   1981    Equitable Life            $47,345,700
   (2)      Oklahoma City,                             Assurance Society/
            Oklahoma                                   General Growth
                                                       Properties, Inc.
- ------------------------------------------------------------------------------------------------
96-12       ST. CLAIR SQUARE          Nov-96   1974/   Prudential Property       $86,400,000
   (2)      Fairview Heights, IL               93      Companies/
                                                       CBL & Associates
- ------------------------------------------------------------------------------------------------
96-13       SOUTH PARK MALL           Nov-96   1970    BAC, Inc. (Belk           $153,000,000
            Charlotte, North                           Brothers Prop.)/
            Carolina                                   HRE Charlotte, Inc.
- ------------------------------------------------------------------------------------------------
96-14       SOONER MALL               Nov-96   1976/   Equitable Life            $26,775,000
            Norman, Oklahoma                   89      Assurance Society/
                                                       General Growth
                                                       Properties, Inc.
- ------------------------------------------------------------------------------------------------
96-15       PARK MALL                 Oct-96   1974    Kivel Realty              $49,950,000
            Tucson, Arizona                            Investments/
                                                       General Growth
                                                       Properties, Inc.
- ------------------------------------------------------------------------------------------------
96-16       VALLEY VIEW CENTER        Oct-96   1973/   LaSalle Street Fund/      $85,500,000
            Dallas, TX                         83/96   The Macerich Company
- ------------------------------------------------------------------------------------------------
96-17       THE MALL AT JOHNSON       Oct-96   1971/   Johnson City Mall         $42,750,000
            CITY                               1981    Assoc./
            Johnson City, Tennessee                    Glimcher Realty Trust
- ------------------------------------------------------------------------------------------------

                    (RESTUBBED TABLE CONTINUED FROM ABOVE)


<PAGE>

<CAPTION>
=============================================================================================================================
                                                                                                        CAPITALIZATION RATES
                                                                                                       ----------------------
                                         MALL        MALL
    SALE       TOTAL        SOLD         SHOP        SHOP       OCCU-        SHOP                                   GOING-IN
    NO.         GLA         GLA          GLA         RATIO      PANCY      SALES/SF          NOI          NOI/SF       OAR
=============================================================================================================================
<S>         <C>         <C>         <C>           <C>        <C>        <C>           <C>              <C>         <C>
96-1        1,800,000   955,752     550,000       30.6%      88.0%           $ 350    $21,546,000       $ 22.54     8.10%
- -----------------------------------------------------------------------------------------------------------------------------
96-2        2,606,789   1,187,061   1,024,418     39.3%      99.0%           $ 318    $34,952,000       $ 29.44     7.75%
- -----------------------------------------------------------------------------------------------------------------------------
96-3        476,140     393,140     143,034       30.0%      97.0%           $ 225    $ 3,250,445       $  8.27    10.78%
- -----------------------------------------------------------------------------------------------------------------------------
96-4        516,317     516,317     191,997       37.2%      85.0%           $ 238    $ 2,764,898       $  5.36    12.20%
- -----------------------------------------------------------------------------------------------------------------------------
96-5        2,641,616   964,348     829,938       31.4%        --            $ 260    $     13.62        10.50%       --
- -----------------------------------------------------------------------------------------------------------------------------
96-6        1,841,236   1,036,827   699,514       38.0%      85.0%           $ 233    $14,070,000       $ 13.57    10.50%
- -----------------------------------------------------------------------------------------------------------------------------
96-7        583,112     406,140     267,840       45.9%        --            $ 231     44,346,100       $ 10.70     9.90%
- -----------------------------------------------------------------------------------------------------------------------------
96-8        1,052,701   611,352     352,352       33.5%        --            $ 263    $ 6,761,300       $ 11.06     9.10%
- -----------------------------------------------------------------------------------------------------------------------------
96-9        476,360     176,360     176,360       37.0%      90.0%           $ 387    $ 2,667,000       $ 15.12    12.00%
   (1)
- -----------------------------------------------------------------------------------------------------------------------------
96-10       608,000     608,000     265,298       43.6%      85.0%           $ 250    $ 4,000,000       $  6.58    11.43%
- -----------------------------------------------------------------------------------------------------------------------------
96-11       1,016,909   329,056     329,056       32.4%      77.1%           $ 215    $ 4,882,760       $ 14.84    10.31%    
   (2)
- -----------------------------------------------------------------------------------------------------------------------------
96-12       1,044,781   307,791     307,791       29.5%      93.7%           $ 330    $ 7,733,000       $ 25.12     8.95%   
   (2)
- -----------------------------------------------------------------------------------------------------------------------------
96-13       1,142,345   353,003     353,003       30.9%      98.0%           $ 400    $10,710,000       $ 30.34     7.00%
- -----------------------------------------------------------------------------------------------------------------------------
96-14       503,891     367,482     198,939       39.5%      80.0%           $ 225    $ 2,948,969       $  8.02    11.01%
- -----------------------------------------------------------------------------------------------------------------------------
96-15       909,000     489,000     390,687       43.0%      85.0%           $ 225    $ 4,995,000       $ 10.21    10.00%
- -----------------------------------------------------------------------------------------------------------------------------
96-16       1,567,000   729,481     496,481       31.7%        --            $ 228    $ 7,994,250       $ 10.96     9.35%
- -----------------------------------------------------------------------------------------------------------------------------
96-17       557,715     557,715     223,110       40.0%      81.0%           $ 236    $ 4,338,750       $  7.78    10.15%   

                    (RESTUBBED TABLE CONTINUED FROM ABOVE)

<CAPTION>
=====================================================================
                        UNIT RATE COMPARISION
                       -----------------------
    SALE     TERMINAL               PRICE/GLA   PRICE/MALL    SALES
    NO.         OAR        IRR      PURCHASED    SHOP GLA    MULTIPLE
=====================================================================
<S>         <C>        <C>         <C>         <C>          <C>
96-1           --         --       $278        $484         1.38
- ---------------------------------------------------------------------
96-2           --      11.00%      $380        $440         1.38
- ---------------------------------------------------------------------
96-3           --         --       $ 77        $211         0.94
- ---------------------------------------------------------------------
96-4           --         --       $ 44        $119         0.50
- ---------------------------------------------------------------------
96-5           --                  $130        $151         0.58
- ---------------------------------------------------------------------
96-6           --         --       $129        $192         0.82
- ---------------------------------------------------------------------
96-7           --         --       $108        $164         0.71
- ---------------------------------------------------------------------
96-8           --         --       $122        $211         0.80
- ---------------------------------------------------------------------
96-9           --         --       $126        $126         0.33
 (1)
- ---------------------------------------------------------------------
96-10          --         --       $ 58        $132         0.53
- ---------------------------------------------------------------------
96-11          --         --       $144        $144         0.67
 (2)
- ---------------------------------------------------------------------
96-12          --         --       $281        $281         0.85
 (2)
- ---------------------------------------------------------------------
96-13          --         --       $433        $433         1.08
- ---------------------------------------------------------------------
96-14       11.00%        --       $ 73        $135         0.60
- ---------------------------------------------------------------------
96-15                     --       $102        $128         0.57
- ---------------------------------------------------------------------
96-16          --         --       $117        $172         0.76
- ---------------------------------------------------------------------
96-17       10.00%     11.50%      $ 77        $192         0.81 
- ---------------------------------------------------------------------
</TABLE>

<PAGE>




                                                                            1996


                              REGIONAL MALL SALES
                             1996 TRANSACTION CHART
                           CUSHMAN & WAKEFIELD, INC.




<TABLE>
<CAPTION>
  SALE                                    SALE     YEAR
   NO.          PROPERTY/LOCATION         DATE    BUILT             GRANTOR/GRANTEE
======== ============================== ======== ======= ====================================
<S>      <C>                            <C>      <C>     <C>
96- 18   BRIARCLIFFE MALL               Jul-96   1986/    Briarcliffe Mall Ltd. Partnership/
         Myrtle Beach, South Carolina              94         Colonial Properties Trust
96- 19   FAIRLANE TOWN CENTER           Jul-96    1976      Pacific Telesis Pension Trust/
         Dearborn, Michigan                                         Taubman Realty
96- 20   PASEO NUEVO CENTER             Jun-96    1990            JMB Realty Corp./
         Santa Barbara, California                                  Taubman Realty
96- 21   FASHION SHOW MALL              Jun-96   1981/        Howard Hughes Corporation/
         Las Vegas, Nevada                         93               Rouse Company
96- 22   CHARLOTTESVILLE FASHION SQ.    May-96    1980          Leonard Farber, Inc./
         Charlottesville, Virginia                            Shopping Center Associates
96- 23   GRAND TETON MALL               Apr-96   1984/                Equitable/
         Idaho Falls, Idaho                        90             J.P. Realty, Inc.
96- 24   DANBURY FAIR MALL              Mar-96   1986/      Danbury Fair Mall Associates/
         Danbury, Connecticut                      91    Fair Properties Inc. (Private REIT)
96- 25   CHARLESTOWNE MALL              Mar-96   1991/           Charwil Associates/
         St. Charles, Illinois                   93/95   Fox Properties (Private REIT)
96- 26   FASHION SQUARE SHERMAN         Mar-96   1962/       Prudential Assurance Comp./
         OAKS                                      90               City Freeholds
         Sherman Oaks, California
96- 27   REGENCY SQUARE MALL            Feb-96   1967/      N. American Property Unit Tr./
         Jacksonville, Florida                     93                  MEPC PLC
96- 28   VALLEY PLAZA CENTER            Feb-96   1967/      N. American Property Unit Tr./
         Bakersfield, California                   90                  MEPC PLC
96- 29   CLEARVIEW MALL                 Feb-96    1981       Metropolitan Life Insurance/
         Butler, Pennsylvania                                 Clearview Mall Associates
         Survey Low:
         Survey High:
         SURVEY MEAN:
         ------------------------------
</TABLE>

                    (RESTUBBED TABLE CONTINUED FROM ABOVE)


<TABLE>
<CAPTION>
                                                      MALL        MALL                  MALL
  SALE                      TOTAL        SOLD         SHOP        SHOP       OCCU-      SHOP
   NO.     SALE PRICE        GLA          GLA          GLA        RATIO      PANCY    SALES/SF       NOI        NOI/SF
======== ============== ============ ============ ============ ========== ========== ========== ============= ==========
<S>      <C>            <C>          <C>          <C>          <C>        <C>        <C>        <C>           <C>
96- 18    $ 42,200,000     488,426      460,426      235,544       48.2%      95.0%     $225     $ 4,384,580   $  9.52
96- 19    $ 91,500,000   1,519,000      629,000      629,000       41.4%      90.0%     $275     $ 7,091,250   $ 11.27
96- 20    $ 37,000,000     434,837      136,841      136,841       31.5%      90.0%     $380     $ 4,070,000   $ 29.74
96- 21    $164,400,000     840,000      308,000      308,000       36.7%      93.0%     $455     $12,330,000   $ 40.03
96- 22    $ 37,250,000     574,953      410,300      193,800       33.7%      95.0%     $275     $ 3,445,600   $  8.40
96- 23    $ 34,375,000     521,048      521,048      198,958       38.2%      95.7%     $234     $ 3,550,000   $  6.81
96- 24    $254,000,000   1,270,146      499,868      499,868       39.4%      90.0%     $400     $17,780,000   $ 35.57
96- 25    $126,344,000     824,900      744,900      315,297       38.2%      85.0%     $220     $ 9,500,000   $ 12.75
96- 26    $125,000,000     837,147      365,000      365,000       43.6%      90.0%     $300     $10,625,000   $ 29.11
96- 27    $119,200,000   1,341,631      530,000      530,000       39.5%      96.0%     $260     $ 9,178,400   $ 17.32
96- 28    $ 91,000,000   1,073,587      381,000      381,000       35.5%      98.0%     $250     $ 6,643,000   $ 17.44
96- 29    $ 27,000,000     500,454      359,896      198,684       39.7%      94.0%     $206     $ 2,881,100   $  8.01
          $ 22,225,000     434,837      136,841      136,841       29.5%      77.1%     $206     $ 2,667,000   $  5.36
          $ 451,000,00   2,641,616    1,187,061    1,024,418       48.2%      99.0%     $455     $34,952,000   $ 40.03
          $ 98,120,369   1,019,657      528,797      372,131       37.2%      90.2%     $279     $ 8,364,652   $ 16.19
          ------------   ---------    ---------    ---------       ----       ----      ----     -----------   -------
</TABLE>



<PAGE>
                    (RESTUBBED TABLE CONTINUED FROM ABOVE)


<TABLE>
<CAPTION>
          CAPITALIZATION RATES                UNIT RATE COMPARISON
         ----------------------             ------------------------
  SALE     GOING-IN   TERMINAL               PRICE/GLA   PRICE/MALL    SALES
   NO.       OAR         OAR        IRR      PURCHASED    SHOP GLA    MULTIPLE
======== =========== ========== =========== =========== ============ =========
<S>      <C>         <C>        <C>         <C>         <C>          <C>
96- 18       10.39%     10.50%      14.00%      $ 92        $179         0.80
96- 19        7.75%        --          --       $145        $145         0.53
96- 20       11.00%        --          --       $270        $270         0.71
96- 21        7.50%        --          --       $534        $534         1.17
96- 22        9.25%        --          --       $ 91        $192         0.70
96- 23       10.33%        --          --       $ 66        $173         0.74
96- 24        7.00%        --       12.00%      $508        $508         1.27
96- 25        7.52%        --       12.00%      $170        $401         1.82
96- 26        8.50%        --       10.60%      $342        $342         1.14
96- 27        7.70%        --          --       $225        $225         0.87
96- 28        7.30%        --          --       $239        $239         0.96
96- 29       10.67%        --          --       $ 75        $136         0.66
              7.00%     10.00%      10.60%      $ 44        $119         0.33
             12.12%     11.00%      14.00%      $534        $534         1.82
              9.44%     10.50%      11.85%      $187        $243         0.85
             -----      -----       -----       ----        ----         ----
</TABLE>

- ------
(1)   Reflects sale of leasehold estate with 32 years remaining on ground
      lease.
(2)   Adjusted reflect 100% interest.
(3)   Actual sales price of $44.5 million adjusted to reflect free rent.

<PAGE>

                                                                            1997


                              REGIONAL MALL SALES
                             1997 TRANSACTION CHART
                           CUSHMAN & WAKEFIELD, INC.




<TABLE>
<CAPTION>
   SALE                                       SALE      YEAR
    NO.            PROPERTY/LOCATION          DATE     BUILT              GRANTOR/GRANTEE
========== ================================ ======== ========= ====================================
<S>        <C>                              <C>      <C>       <C>
97- 1      THE FALLS SHOPPING CENTER        Dec-97    1980/         Heitman Retail Properties/
           Miami, Florida                               96             Taubman Realty Group
97- 2      NORTHWEST PLAZA S.C.             Dec-97    1965/              Paramount Group/
           St. Ann, Missouri                            89            Westfield America, Inc.
97- 3      THE CITADEL                      Dec-97   1972/95         Tri State Joint Venture/
           Colorado Springs, Colorado                                  The Macerich Company
97- 4      SALEM MALL                       Dec-97    1980/             The Rouse Company/
 (1)       Salem, Oregon                                87                JP Realty Inc.
97- 5      FASHION MALL                     Dec-97    1973/      Ameresco for Shell Pension Fund/
 (1)       Indianapolis, Indiana                        93             Simon DeBartolo Group
97- 6      UNIVERSITY MALL                  Dec-97   1974/96        University Square Partners/
           Tampa, Florida                                              Glimcher Realty Trust
97- 7      MOORESTOWN MALL                  Dec-97    1963/                  Heitman/
           Moorestown, New Jersey                       94               The Rouse Company
97- 8      NORTHWEST MALL                   Dec-97     1968             The Rouse Company/
 (4)       Houston, Texas                                                  San Mall LLC
97- 9      ALMEDA MALL                      Dec-97     1968             The Rouse Company/
 (4)       Houston, Texas                                                  San Mall LLC
97- 10     EASTPOINT MALL                   Dec97     1956/             Eastpoint Mall LP/
           Baltimore, Maryland                          91             Shopco Advisory Corp.
97- 11     CALPERE PORTFOLIO                Dec-97                     Calpers/ERE Yarmouth/
           1) Metrocenter Mall                         1978               Coyote Holdings
           Jackson, Mississippi
           2) Lehigh Mall                             1973/
           Columbus, Mississippi                      91/94
           3) Greenville Mall                         1972/
           Greenville, Mississippi                      86
97- 12     SHELL PENSION PORTFOLIO          Nov-97                 Shell Pension Fund Entities/
           1) Glynn Place Mall                         n/a           Colonial Properties Trust
           Burnswick, Georgia
           2) Valdosta Mall                            n/a
           Valdosta, Georgia
           3) Lakeshore Mall                           n/a
           Gainesville, Georgia
97- 13     AETNA PORTFOLIO                  Nov-97                            Aetna/
           1) Mall of Abilene                          1979         Enterprise Asset Management
           Abilene, Texas
           2) Sunset Mall                              1979
           San Angelo, Texas
97- 14     VALLEY MALL                      Nov-97    1974/       Equitable Prime Property Fund/
           Hagerstown, Maryland                         95          Crown American Realty Trust
97- 15     SHOPPING CTR. ASSOC. PORTFOLIO   Nov-97      --      Shop. Ctr. Assoc.-JMB Group Trust/
           1) Fox Valley Mall                                         Urban Shopping Centers
           Aurora, Illinois
           2) Hawthorn Center
           Vernon Hills, Illinois
97- 16     VALLEY HILLS MALL                Oct-97    1978/              Valley Hills LP/
- ------                                      ------
           Hickory, North Carolina                      96           General Growth Properties
           --------------------------------          -------   ------------------------------------
</TABLE>



<PAGE>
                    (RESTUBBED TABLE CONTINUED FROM ABOVE)


<TABLE>
<CAPTION>
                                                          MALL        MALL                  MALL
   SALE                        TOTAL         SOLD         SHOP        SHOP       OCCU-      SHOP
    NO.       SALE PRICE        GLA           GLA          GLA        RATIO      PANCY    SALES/SF        NOI         NOI/SF
========== =============== ============= ============ ============ ========== ========== ========== ============== ===========
<S>        <C>             <C>           <C>          <C>          <C>        <C>        <C>        <C>            <C>
97- 1       $156,000,000       825,000      370,000      310,000       37.6%      98.0%     $500     $12,090,000     $ 32.68
97- 2       $111,000,000     1,403,811      836,500      403,811       28.8%      84.0%     $275     $11,000,000     $ 13.15
97- 3       $108,000,000     1,094,000      346,000      396,000       36.2%      90.0%     $300     $ 8,700,000     $ 25.14
97- 4       $ 32,500,000       646,500      212,500      212,500       32.9%      97.0%     $270     $ 3,168,750     $ 14.91
 (1)
97- 5       $122,000,000       682,912      682,912      349,222       51.1%      90.0%     $360     $10,300,000     $ 15.08
 (1)
97- 6       $121,000,000     1,302,752      650,491      412,009       31.6%      81.0%     $260     $11,495,000     $ 17.67
97- 7       $ 78,500,000       970,863      764,863      258,000       26.6%      75.0%     $260     $ 5,416,500     $  7.08
97- 8       $ 19,725,000       800,250      292,075      276,475       34.5%      78.0%     $200     $ 2,400,000     $  8.22
 (4)
97- 9       $ 19,325,000       806,454      305,979      245,266       30.4%      77.0%     $182     $ 2,400,000     $  7.84
 (4)
97- 10      $ 81,000,000       862,313      693,344      241,146       28.0%      88.0%     $312     $ 8,006,400     $ 11.55
97- 11      $ 54,000,000     1,897,185    1,024,507      569,138       30.0%      77.0%     $238     $ 6,560,000     $  6.40
97- 12      $ 97,000,000     1,428,401    1,129,120      530,744       37.2%      85.0%     $229     $ 9,409,000     $  8.33
97- 13      $ 43,800,000     1,248,573      742,688      442,285       35.4%      85.0%     $106     $ 4,599,000     $  6.19
97- 14      $ 31,700,000       664,831      541,431      277,083       41.7%      75.0%     $265     $ 3,170,000     $  5.85
97- 15      $265,000,000     2,736,175    1,134,469    1,054,594       38.5%      87.0%     $293     $22,000,000     $ 19.39
97- 16      $ 34,600,000       618,152      205,856      205,856       33.3%      89.0%     $301     $ 3,287,000     $ 15.97
- ------      ------------     ----------   ---------    ---------       ----       ----      ----     -----------     -------
</TABLE>

                    (RESTUBBED TABLE CONTINUED FROM ABOVE)


<TABLE>
<CAPTION>
           CAPITALIZATION RATES               UNIT RATE COMPARISON
           --------------------             ------------------------
   SALE     GOING-IN  TERMINAL               PRICE/GLA   PRICE/MALL    SALES
    NO.       OAR        OAR        IRR      PURCHASED    SHOP GLA    MULTIPLE
========== ========= ========== =========== =========== ============ =========
<S>        <C>       <C>        <C>         <C>         <C>          <C>
97- 1         7.75%        --          --       $422        $503         1.01
97- 2         9.91%        --          --       $133        $275         1.00
97- 3         8.06%        --          --       $312        $273         0.91
97- 4         9.75%        --          --       $153        $153         0.57
 (1)
97- 5         8.44%        --          --       $179        $349         0.97
 (1)
97- 6         9.50%        --          --       $186        $294         1.13
97- 7         6.90%        --          --       $103        $304         1.17
97- 8        12.17%        --          --       $ 68        $ 71         0.36
 (4)
97- 9        12.42%        --          --       $ 63        $ 79         0.43
 (4)
97- 10        9.88%     10.00%      12.25%      $117        $336         1.08
97- 11       12.15%        --          --       $ 53        $ 95         0.40
97- 12        9.70%        --          --       $ 86        $183         0.80
97- 13       10.50%        --          --       $ 59        $ 99         0.93
97- 14       10.00%        --          --       $ 59        $114         0.43
97- 15        8.30%      8.50%      11.25%      $234        $251         0.86
97- 16        9.50%        --          --       $168        $168         0.56
- ------       -----      -----       -----       ----        ----         ----
</TABLE>





<PAGE>


REGIONAL MALL SALES                                                       1997
1997 TRANSACTION CHART
Cushman & Wakefield, Inc.




<TABLE>
<CAPTION>
   SALE                                      SALE     YEAR                 GRANTOR/
    NO.           PROPERTY/LOCATION          DATE    BUILT                 GRANTEE
- ---------- ------------------------------- -------- ------- -------------------------------------
<S>        <C>                             <C>      <C>     <C>
97-17      COLONIAL PARK MALL               Oct-97  1960/           Catalina Partners LP/
           Harrisburg, Pennsylvania                   87            Glimcher Realty Trust

97-18      CROSSROADS OF SAN ANTONIO        Oct-97  1961/         Crossroads Mall 1996 LP/
           San Antonio, Texas                         87               Red Oak Realty

97-19      THE OAKS MALL                    Sep-97  1978/           Prudential Insurance/
           Gainesville, Florida                     84/95         General Growth Properties

97-20      WESTROADS MALL                   Sep-97  1968/           Prudential Insurance/
           Omaha, Nebraska                            95        General Growth/Ivanhoe, Inc.

97-21      REGENCY SQUARE                   Sep-97  1975/           Prudential Insurance/
           Richmond, Virginia                         87            Taubman Realty Group

97-22      SPRINGDALE MALL                  Sep-97  1960/                  Cigna/
           Mobile, Alabama                            88       CBL Associates Properties, Inc.

97-23      STONEWOOD CENTER MALL            Aug-97  1958/            Hughes Investments/
  (1)      Downey, California                         90            The MaceRich Company

97-24      SAN FRANCISCO CENTER             Aug-97   1988      U.S. Power San Francisco, Inc./
  (1)      San Francisco, California                               Urban Shopping Centers

97-25      DADELAND MALL                    Aug-97  1962/         Equitable Life Assurance/
  (2)      Miami, Florida                             91            Simon DeBartolo Group

97-26      VISALIA MALL                     Jul-97  1963/         Cigna Investments, Inc./
           Visalia, California                        95               JP Realty Inc.

97-27      WEST TOWN MALL                   Jul-97  1972/         Jaguar/RREEF USA Fund II/
  (2)      Knoxville, Tennessee                       96            Simon DeBartolo Group

97-28      MAZZA GALLERIE                   Jun-97   1977      5300 Wisconsin JV (Prudential)/
           Chevy Chase, Maryland                            City Center Retail Trust (McCaffery)

97-29      DAKOTA SQUARE                    Jun-97  1980/    Equitable Life Prime Property Fund/
  (3)      Minot, North Dakota                        88          Concordia LLC (O'Connor)

97-30      TRI-COUNTY MALL                  Jun-97  1960-    Equitable Life Prime Property Fund/
  (3)      Springfield, Cincinnati, Ohio              90          Concordia LLC (O'Connor)

97-31      SOUTHDALE CENTER                 Jun-97  1956/    Equitable Life Prime Property Fund/
  (3)      Edina, Minnesota                           91          Concordia LLC (O'Connor)

97-32      TOWN EAST MALL                   Jun-97  1971/          Atlantic Freeholds II/
  (2)      Dallas, Texas                              86       General Growth Properties, Inc.

97-33      EDEN PRAIRIE CENTER              Jun-97  1976/             GGP/Homart, Inc./
  (2)      Eden Prairie, Minnesota                    89       General Growth Properties, Inc.

97-34      SILVER LAKE MALL                 Jun-97   1989          Silver Lake Mall Ltd./
           Coeur D'Alene, Idaho                                        JP Realty Inc.

97-35      SOUTHLAKE MALL                   Jun-97  1976/         Southlake Retail Venture/
           Morrow, Georgia                            95          General Growth Properties

97-36      WHEATON PLAZA                    May-97  1960/             Gudelsky Family/
           Wheaton, Maryland                          92              Westfield America




<CAPTION>
 
                                                                                                                      CAPITALIZA
                                                                                                                         TION
                                                                                                                         RATES
                                                    MALL      MALL                  MALL                              -----------
   SALE                       TOTAL       SOLD      SHOP      SHOP       OCCU-      SHOP                                GOING-IN
    NO.      SALE PRICE        GLA        GLA       GLA        GLA       PANCY    SALES/SF       NOI         NOI/SF       OAR
- ---------- -------------- ------------ --------- --------- ---------- ---------- ---------- ------------- ----------- -----------
<S>        <C>            <C>          <C>       <C>       <C>        <C>        <C>        <C>           <C>         <C>
97-17       $ 48,000,000     754,178   386,732    223,735      29.7%      94.0%     $278     $ 4,800,000    $ 12.41       10.00%


97-18       $ 15,000,000     711,231   711,231    176,109      24.8%      83.0%     $137     $ 1,500,000    $  2.11       10.00%


97-19       $116,000,000     909,120   771,392    351,199      38.6%      96.0%     $303     $ 9,520,720    $ 12.34        8.21%


97-20       $ 90,000,000   1,079,246   562,146    382,836      35.5%      94.9%     $297     $ 7,798,307    $ 13.87        8.66%


97-21       $123,900,000     825,891   463,002    239,179      29.0%      99.0%     $426     $ 9,671,240    $ 20.89        7.81%


97-22       $ 26,050,000     926,386   478,386    190,074      20.5%      96.0%     $220     $ 2,900,000    $  6.06       11.13%


97-23       $ 92,000,000     927,000   927,000    356,253      38.4%      86.0%     $259     $ 8,700,000    $  9.39        9.46%
  (1)

97-24       $120,730,000     499,930   499,930    187,930      37.6%      96.0%     $523     $ 8,947,952    $ 17.90        7.41%
  (1)

97-25       $268,000,000   1,433,552   451,130    346,067      24.3%      92.0%     $649     $19,672,000    $ 43.61        7.34%
  (2)

97-26       $ 38,000,000     439,500   439,500    174,000      39.6%      95.0%     $235     $ 3,800,000    $  8.65       10.00%


97-27       $140,792,000   1,336,598   764,066    381,707      28.6%      90.0%     $350     $13,427,160    $ 17.57        9.54%
  (2)

97-28       $ 28,000,000     274,034   274,034    121,081      44.2%        --        --              --         --          --


97-29       $ 51,500,000     693,606   566,722    327,088      47.2%        --      $216     $ 4,583,500    $  8.09        8.90%
  (3)

97-30       $141,300,000   1,340,803   836,062    439,891      32.8%        --      $307     $12,010,500    $ 14.37        8.50%
  (3)

97-31       $118,000,000   1,240,888   467,104    467,104      37.6%      95.0%     $354     $ 9,558,000    $ 20.46        8.10%
  (3)

97-32       $113,000,000   1,236,619   425,574    425,574      34.4%      93.0%     $305     $10,000,000    $ 23.50        8.85%
  (2)

97-33       $ 19,900,000     864,443   325,843    325,843      37.7%      60.0%     $225     $ 1,800,000    $  5.52        9.05%
  (2)

97-34       $ 27,000,000     331,543   331,543     97,165      29.3%      98.0%     $225     $ 2,700,000    $  8.14       10.00%


97-35       $ 67,000,000   1,023,847   284,847    284,847      27.8%      88.0%     $280     $ 6,500,000    $ 22.82        9.70%


97-36       $ 51,000,000   1,006,301   827,213    353,020      35.1%        --      $332     $ 5,049,000    $  6.10        9.90%



<CAPTION>
           CAPITALIZA
            TION RATES              UNIT RATE COMPARISON
           -----------
   SALE     TERMINAL               PRICE/GLA   PRICE/MALL    SALES
    NO.        OAR        IRR      PURCHASED    SHOP GLA    MULTIPLE
- ---------- ---------- ----------- ----------- ------------ ---------
<S>        <C>        <C>         <C>         <C>          <C>
97-17            --          --       $124        $215        0.77


97-18            --          --       $ 21        $ 85        0.62


97-19          8.75%      11.75%      $150        $330        1.09


97-20          9.25%      12.30%      $180        $235        0.79


97-21          8.25%      12.80%      $268        $518        1.22


97-22            --          --       $ 54        $137        0.62


97-23            --          --       $ 99        $258        1.00
  (1)

97-24          7.40%         --       $241        $642        1.23
  (1)

97-25            --          --       $594        $770        1.19
  (2)

97-26            --          --       $ 86        $218        0.93


97-27          8.50%      11.00%      $184        $369        1.05
  (2)

97-28            --          --       $102        $231          --


97-29          9.50%      12.00%      $ 91        $157        0.73
  (3)

97-30          9.00%      11.90%      $169        $321        1.05
  (3)

97-31          8.50%      11.90%      $253        $253        0.71
  (3)

97-32            --          --       $266        $266        0.87
  (2)

97-33            --          --       $ 61        $ 61        0.27
  (2)

97-34            --          --       $ 81        $278        1.24


97-35            --          --       $235        $235        0.84


97-36            --          --       $ 62        $144        0.44
</TABLE>

                                       1
<PAGE>

REGIONAL MALL SALES                                                       1997
1997 TRANSACTION CHART
Cushman & Wakefield, Inc.




<TABLE>
<CAPTION>
   SALE                                    SALE     YEAR                GRANTOR/
    NO.          PROPERTY/LOCATION         DATE    BUILT                GRANTEE
- ---------- ----------------------------- -------- ------- -----------------------------------
<S>        <C>                           <C>      <C>     <C>
97-37      BROOKWOOD VILLAGE MALL         May-97  1973/       Berkshire Realty Company/
           Birmingham, Alabama                      91        Colonial Properties Trust

97-38      TOWNE MALL                     May-97  1985/       Hellman Retail Properties/
           Elizabethtown, Kentucky                  90              Towne Mall LLC

97-39      SECURITY SQUARE                May-97  1972/      Security Square Associates/
           Baltimore, Maryland                      86        Mountain Development Corp.

97-40      CENTURY PLAZA                  May-97  1975/         Century Plaza Company/
           Birmingham, Alabama                      95        General Growth Properties

97-41      SOMERSET MALL                  May-97   1981                  N/A
           Somerset, Kentucky                                            N/A

97-42      MONTEHIEDRA TOWN CENTER        Apr-97  1993/     Big Beaver Rio & Kmart Corp./
           Rio Piedras, Puerto Rico                 94     Vornado Montehiedra Acquisition

97-43      MANHATTAN MALL                 Apr-97   1989           SZS 33 Associates/
           New York, New York                                       Andrew Penson

97-44      DAYTON MALL                    Mar-97  1969/         Heitman/JMB Advisory/
           Dayton, Ohio                           84/94         Glimcher Realty Trust

97-45      SOUTH TOWNE CENTER             Mar-97  1986/      Zell Merrill Lynch RE Opp./
           Sandy, Utah                              97           The Macerich Company

97-46      MARKETPLACE SHOPPING CENTER    Mar-97  1976/           Champaign Venture/
           Champaign, Illinois                     1988       General Growth Properties

97-47      TYSONS CORNER CENTER           Feb-97  1968/   State of Alaska Pension Fund/
  (2)      Fairfax, VA                              96        Lsd Fee & Part. Leasehold

97-48      PUEBLO MALL                    Feb-97   1976           The Hahn Company/
           Pueblo, Colorado                                   Equities Development Corp.

97-49      SHADY BROOK MALL               Jan-97  1980/   Equitable Life Assurance Society/
           Columbia, Tennessee                      96           GE Investment Corp.

           Survey Low:
           Survey High:
           SURVEY MEAN:



<CAPTION>
 
                                                                                                                      CAPITALIZ
                                                                                                                        ATION
                                                                                                                        RATES
                                                        MALL       MALL                MALL                           ---------
   SALE                       TOTAL        SOLD         SHOP       SHOP     OCCU-      SHOP                            GOING-IN
    NO.      SALE PRICE        GLA          GLA          GLA       GLA      PANCY    SALES/SF       NOI       NOI/SF     OAR
- ---------- -------------- ------------ ------------ ------------ ------- ---------- ---------- ------------- -------- ---------
<S>        <C>            <C>          <C>          <C>          <C>     <C>        <C>        <C>           <C>      <C>
97-37       $ 34,500,000     699,628      699,628      362,000   51.7%       92.0%     $220     $ 3,460,350   $ 4.95    10.03%


97-38       $ 22,100,000     340,564      340,564      149,692   44.0%       68.0%     $223     $ 2,400,000   $ 7.05    10.86%


97-39       $ 44,500,000   1,038,033      363,622      266,157   25.6%       78.0%     $250     $ 4,904,898   $13.49    11.02%


97-40       $ 32,000,000     727,309      574,943      237,896   32.7%       68.0%     $246     $ 3,500,000   $ 6.09    10.94%


97-41       $  3,865,000     215,140      157,286      105,961   49.3%       87.0%       --     $   493,580   $ 3.14    12.77%


97-42       $ 74,400,000     525,452      525,452      200,050   38.1%       99.0%     $340     $ 7,621,000   $14.50    10.24%


97-43       $135,000,000     847,602      847,602      195,728   23.1%       80.0%     $350     $12,500,000   $14.75     9.26%


97-44       $ 91,000,000   1,329,514      663,375      484,689   36.5%       80.1%     $220     $ 8,645,000   $13.03     9.50%


97-45       $ 98,000,000   1,229,054    1,229,054      450,000   36.6%       83.0%     $250     $  8,400,00   $ 6.83     8.57%


97-46       $ 70,000,000     831,111      831,111      188,302   22.7%       92.0%     $275     $ 6,300,000   $ 7.58     9.00%


97-47       $412,000,000   1,874,101    1,874,101      832,473   44.4%       95.0%     $455     $30,500,000   $16.27     7.40%
  (2)

97-48       $ 22,250,000     579,730      293,396      196,868   34.0%         --      $200     $ 2,619,779   $ 8.93    11.77%


97-49       $ 11,050,000     282,272      282,272      107,282   38.0%       94.0%     $200     $ 1,289,488   $ 4.57    11.67%


            $  3,865,000     215,140      157,286       97,165   20.5%       60.0%     $106     $   493,580   $ 2.11     6.90%
            $412,000,000   2,736,175    1,874,101    1,054,594   51.7%       99.0%     $649     $30,500,000   $43.61    12.77%
            $ 84,101,776     946,171      600,175      322,733   34.8%       87.0%     $287     $ 7,491,128   $12.72     9.59%



<CAPTION>
           CAPITALIZA
           TION RATES              UNIT RATE COMPARISON
           -----------             ----------------------
   SALE     TERMINAL               PRICE/GLA   PRICE/MALL    SALES
    NO.        OAR        IRR      PURCHASED    SHOP GLA    MULTIPLE
- ---------- ---------- ----------- ----------- ------------ ---------
<S>        <C>        <C>         <C>         <C>          <C>
97-37            --          --       $ 49        $ 95        0.43


97-38            --          --       $ 65        $148        0.66


97-39         11.00%         --       $122        $167        0.67


97-40            --          --       $ 56        $135        0.55


97-41            --       13.43%      $ 25        $ 36          --


97-42            --          --       $142        $372        1.09


97-43            --          --       $159        $690        1.97


97-44          9.25%      12.00%      $137        $188        0.85


97-45            --          --       $ 80        $218        0.87


97-46            --          --       $ 84        $372        1.35


97-47            --       10.50%      $220        $495        1.09
  (2)

97-48            --          --       $ 76        $113        0.57


97-49            --          --       $ 39        $103        0.51


               7.40%      10.50%      $ 21        $ 36        0.27
              11.00%      13.43%      $594        $770        1.97
               8.99%      11.92%      $142        $253        0.85
</TABLE>

- -------
(1) Leasehold interest.

(2) Partial interest adjusted to reflect 100% interest.

(3) Based on allocated sale price; part of 3-property transaction.

(4) Based on allocated sale price; part of 2-property transaction.

                                       2
<PAGE>

<TABLE>
<CAPTION>
=============================================================================================================================
REGIONAL MALL SALES                                                                                                      1998
1998 TRANSACTION CHART
Cushman & Wakefield, Inc.
- -----------------------------------------------------------------------------------------------------------------------------
      SALE                                       SALE         YEAR                          GRANTOR/                         
       NO.        PROPERTY/LOCATION              DATE         BUILT                         GRANTEE                          
=============================================================================================================================
<S>   <C>   <C>                                <C>           <C>         <C>                                                 
98-    1     JANESVILLE MALL                    Sep-98        1973/                  Samuels & Associates/                   
             Janesville, WI                                   1995                      CBL & Associates
- -----------------------------------------------------------------------------------------------------------------------------
98-    2     SPRING HILL MALL                   Sep-98        1980/                     TCW Realty Fund/                     
             West Dundee, IL                                  1992                 General Growth Properties
- -----------------------------------------------------------------------------------------------------------------------------
98-    3     COASTLAND CENTER                   Sep-98        1977/             Coastland Center Joint Venture/              
             Naples, FL                                       1996                 General Growth Properties
- -----------------------------------------------------------------------------------------------------------------------------
98-    4     PIERRE BOSSIER MALL                Sep-98        1982/               BMP Realty Enterprises LLC/                
             Bossier City, LA                                 1992                 General Growth Properties

- -----------------------------------------------------------------------------------------------------------------------------
98-    5     MERIDIAN MALL                      Aug-98        1969/                  Samuels & Associates/                   
             Lansing, MI                                      1987                      CBL & Associates
- -----------------------------------------------------------------------------------------------------------------------------
98-    6     THE VILLAGE AT CORTE MADERA        Aug-98        1985                 JMB/CM Village Associates/                
             Corte Madera, CA                                                         The Macerich Company
- -----------------------------------------------------------------------------------------------------------------------------
98-    7     NORTHTOWN MALL                     Aug-98        1955/                  The Sabey Corporation/                  
             Spokane, WA                                      1993                       JP Realty Inc.
- -----------------------------------------------------------------------------------------------------------------------------
98-    8     VILLAGE AT COTE MADERA             Aug-98        1985                    Trizec Hahn Centers/                   
             Corte Madera, CA                                                         The Macerich Company
- -----------------------------------------------------------------------------------------------------------------------------
98-    9     INDEPENDENCE MALL                  Aug-98        1979               Independence Mall Associates/               
(2)          Wilmington, NC                                                             Westfield Corp.
- -----------------------------------------------------------------------------------------------------------------------------
98-    10    MONTGOMERY MALL                    Jul-98        1970/              Montgomery Madison Associates/              
             Montgomery, AL                                   1988                   Glimcher Realty Trust
- -----------------------------------------------------------------------------------------------------------------------------
98-    11    ALTAMONTE MALL                     Jul-98        1974/       Nashland Associates and HRE Altamonte Inc./        
             Altamonte Springs, FL                            1989                 General Growth Properties
- -----------------------------------------------------------------------------------------------------------------------------
98-    12    RIVERGATE MALL                     Jun-98        1971/             Nashland Associates (O'Connor)/              
             Goodlettsville, TN                               1987             CBL & Associates Properties, Inc.
- -----------------------------------------------------------------------------------------------------------------------------
98-    13    HICKORY HOLLOW MALL                Jun-98        1978/             Nashland Associates (O'Connor)/              
             Antioch, TN                                      1991             CBL & Associates Properties, Inc.
- -----------------------------------------------------------------------------------------------------------------------------
98-    14    WESTSIDE PAVILLION                 Jul-98        1985/                      Westpal, LLC/                       
             West Los Angeles, CA                             1991                    The MaceRich Company
- -----------------------------------------------------------------------------------------------------------------------------
98-    15    VILLAGE MALL                       Jun-98        1975/                 Interstate RE Services/                  
(1)          Danville, Ill.                                   85/90                    DRA Advisors, Inc.
- -----------------------------------------------------------------------------------------------------------------------------
98-    16    GREENVILLE MALL                    Jun-98        1978/                 Marvest Property Trust/                  
             GREENVILLE, SC                                    95                      DRA Advisors, Inc.
- -----------------------------------------------------------------------------------------------------------------------------
98-    17    SOUTH PLAINS MALL                  Jun-98                           South Plains Mall Assoc., LTD/              
             LUBBOCK, TX                                                               The Macerich Co..
- -----------------------------------------------------------------------------------------------------------------------------
98-    18    NORTHOWN MALL                      Jun-98        1972/                      Northtown LLP/                      
             Blaine, MN                                        86                    Glimcher Realty Trust
- -----------------------------------------------------------------------------------------------------------------------------
98-    19    JACKSONVILLE MALL                  May-98        1981                  Beckley-Jacksonville LP/                 
             Jacksonville, NC                                                     Crown American Realty Trust
- -----------------------------------------------------------------------------------------------------------------------------
98-    20    CROSSROADS MALL                    May-98        1981/                 Beckley-Jacksonville LP/                 
             Mount Hope, WV                                    97                 Crown American Realty Trust
- -----------------------------------------------------------------------------------------------------------------------------
98-    21    ORLANDO FASHION SQUARE             May-98        1973/                  Fund A Orlando, Inc./                   
             Orlando, FL                                       93                  Colonial Properties Trust
- -----------------------------------------------------------------------------------------------------------------------------
98-    22    STROUD MALL                        Apr-98        1978/                      ERE Yarmouth/                       
             Stroudsberg, PA                                   94               CBL & Associates Properties Inc.
- -----------------------------------------------------------------------------------------------------------------------------
98-    23    SOUTHWEST PLAZA                    Apr-98        1983/               Southwest Property Venture/                
             Litteton, CO                                      95               General Growth Properties, Inc.
- -----------------------------------------------------------------------------------------------------------------------------
98-    24    BURNSVILLE CENTER                  Feb-98        1977/              Corporate Property Investors/               
             Burnsville, Minnesota                             89                       CBL & Associates
- -----------------------------------------------------------------------------------------------------------------------------
98-    25    PHIPPS PLAZA                       Jan-98        1968/                      ERE Yarmouth/                       
             Atlanta, Georgia                                  94                 Corporate Property Investors
- -----------------------------------------------------------------------------------------------------------------------------
98-    26    ASHEVILLE MALL                     Jan-98        1975/                     RL Coleman & Co.                     
             Asheville, North Carolina                         94                        CBL Associates
- -----------------------------------------------------------------------------------------------------------------------------
98-    27    CORDOVA MALL                       Jan-98        1971/            Robert B. Aikens & Associates LLC/            
             Pensacola, Florida                                87                    Simon DeBartolo Group
- -----------------------------------------------------------------------------------------------------------------------------
98-    28    CRESTWOOD PLAZA                    Jan-98        1957/                Crestwood Plaza S.C. LLC/                 
             St. Louis, Missouri                               97                      Westfield America
- -----------------------------------------------------------------------------------------------------------------------------
98-    29    SUPER MALL OF THE GREAT N.W. (1)   Jan-98        1956/              Hapsmith/Rosche Capital Corp./              
             Auburn, Washington                                91                    Glimcher Properties LP
=============================================================================================================================
             Survey Low:                                                                                                     
             Survey High:                                                                                                    
- -----------------------------------------------------------------------------------------------------------------------------
             SURVEY MEAN:                                                                                                    
- -----------------------------------------------------------------------------------------------------------------------------
             SURVEY MEAN FOR CENTERS WHERE NO ANCHORS ARE OWNED:                                                             
- -----------------------------------------------------------------------------------------------------------------------------
             SURVEY MEAN FOR CENTERS WHERE AT LEAST ONE ANCHOR IS OWNED:                                                     
=============================================================================================================================
</TABLE>
                                                                     
<TABLE>
<CAPTION>
===========================================================================================================================
REGIONAL MALL SALES                                                                                                    1998  
1998 TRANSACTION CHART
Cushman & Wakefield, Inc.
- ---------------------------------------------------------------------------------------------------------------------------
      SALE                                                                                        TOTAL           SOLD     
       NO.        PROPERTY/LOCATION                                           SALE PRICE           GLA             GLA     
===========================================================================================================================
<S>   <C>   <C>                                                            <C>                <C>             <C>          
98-    1     JANESVILLE MALL                                                  $69,000,000        614,658         614,658   
             Janesville, WI                                            
- ---------------------------------------------------------------------------------------------------------------------------
98-    2     SPRING HILL MALL                                                $124,000,000      1,075,206         393,626   
             West Dundee, IL                                           
- ---------------------------------------------------------------------------------------------------------------------------
98-    3     COASTLAND CENTER                                                $114,500,000        925,000         925,000   
             Naples, FL                                                
- ---------------------------------------------------------------------------------------------------------------------------
98-    4     PIERRE BOSSIER MALL                                              $52,700,000        614,000         614,000   
             Bossier City, LA                                          
                                                                       
- ---------------------------------------------------------------------------------------------------------------------------
98-    5     MERIDIAN MALL                                                    $69,000,000        766,960         766,960   
             Lansing, MI                                               
- ---------------------------------------------------------------------------------------------------------------------------
98-    6     THE VILLAGE AT CORTE MADERA                                     $119,000,000        428,318         210,318   
             Corte Madera, CA                                          
- ---------------------------------------------------------------------------------------------------------------------------
98-    7     NORTHTOWN MALL                                                  $128,000,000      1,100,000       1,100,000   
             Spokane, WA                                               
- ---------------------------------------------------------------------------------------------------------------------------
98-    8     VILLAGE AT COTE MADERA                                          $119,000,000        427,976         427,976   
             Corte Madera, CA                                          
- ---------------------------------------------------------------------------------------------------------------------------
98-    9     INDEPENDENCE MALL                                                $62,333,333        681,244         318,705   
(2)          Wilmington, NC                                            
- ---------------------------------------------------------------------------------------------------------------------------
98-    10    MONTGOMERY MALL                                                  $70,350,000        727,909         614,909   
             Montgomery, AL                                            
- ---------------------------------------------------------------------------------------------------------------------------
98-    11    ALTAMONTE MALL                                                  $169,000,000      1,070,548         550,658   
             Altamonte Springs, FL                                     
- ---------------------------------------------------------------------------------------------------------------------------
98-    12    RIVERGATE MALL                                                  $103,810,000      1,063,493         540,864   
             Goodlettsville, TN                                        
- ---------------------------------------------------------------------------------------------------------------------------
98-    13    HICKORY HOLLOW MALL                                             $124,412,000      1,095,946         425,757   
             Antioch, TN                                               
- ---------------------------------------------------------------------------------------------------------------------------
98-    14    WESTSIDE PAVILLION                                              $170,500,000        755,912         535,912   
             West Los Angeles, CA                                      
- ---------------------------------------------------------------------------------------------------------------------------
98-    15    VILLAGE MALL                                                     $23,200,000        477,577         477,577   
(1)          Danville, Ill.                                            
- ---------------------------------------------------------------------------------------------------------------------------
98-    16    GREENVILLE MALL                                                  $36,000,000        789,532         602,532   
             GREENVILLE, SC                                            
- ---------------------------------------------------------------------------------------------------------------------------
98-    17    SOUTH PLAINS MALL                                               $115,700,000      1,107,000       1,107,000   
             LUBBOCK, TX                                               
- ---------------------------------------------------------------------------------------------------------------------------
98-    18    NORTHOWN MALL                                                    $54,000,000        846,248         459,000   
             Blaine, MN                                                
- ---------------------------------------------------------------------------------------------------------------------------
98-    19    JACKSONVILLE MALL                                                $38,000,000        384,000         384,000   
             Jacksonville, NC                                          
- ---------------------------------------------------------------------------------------------------------------------------
98-    20    CROSSROADS MALL                                                  $23,000,000        456,000         456,000   
             Mount Hope, WV                                            
- ---------------------------------------------------------------------------------------------------------------------------
98-    21    ORLANDO FASHION SQUARE                                          $104,000,000      1,070,000         708,568   
             Orlando, FL                                               
- ---------------------------------------------------------------------------------------------------------------------------
98-    22    STROUD MALL                                                      $38,100,000        427,145         427,145   
             Stroudsberg, PA                                           
- ---------------------------------------------------------------------------------------------------------------------------
98-    23    SOUTHWEST PLAZA                                                 $113,000,000      1,292,110         591,245   
             Litteton, CO                                              
- ---------------------------------------------------------------------------------------------------------------------------
98-    24    BURNSVILLE CENTER                                                $81,000,000      1,078,253       1,078,253   
             Burnsville, Minnesota                                     
- ---------------------------------------------------------------------------------------------------------------------------
98-    25    PHIPPS PLAZA                                                    $188,000,000        823,000         823,000   
             Atlanta, Georgia                                          
- ---------------------------------------------------------------------------------------------------------------------------
98-    26    ASHEVILLE MALL                                                   $65,000,000      1,042,000         489,000   
             Asheville, North Carolina                                 
- ---------------------------------------------------------------------------------------------------------------------------
98-    27    CORDOVA MALL                                                     $85,000,000        874,000         376,368   
             Pensacola, Florida                                        
- ---------------------------------------------------------------------------------------------------------------------------
98-    28    CRESTWOOD PLAZA                                                 $106,400,000      1,021,132       1,021,132   
             St. Louis, Missouri                                       
- ---------------------------------------------------------------------------------------------------------------------------
98-    29    SUPER MALL OF THE GREAT N.W. (1)                                $103,000,000        905,791         905,791   
             Auburn, Washington                                        
===========================================================================================================================
             Survey Low:                                                      $23,000,000        384,000         210,318   
             Survey High:                                                    $188,000,000      1,292,110       1,107,000   
- ---------------------------------------------------------------------------------------------------------------------------
             SURVEY MEAN:                                                     $92,034,667        825,550         618,826   
- ---------------------------------------------------------------------------------------------------------------------------
             SURVEY MEAN FOR CENTERS WHERE NO ANCHORS ARE OWNED:             $109,470,667        799,421         337,481   
- ---------------------------------------------------------------------------------------------------------------------------
             SURVEY MEAN FOR CENTERS WHERE AT LEAST ONE ANCHOR IS OWNED:      $90,022,821        828,565         651,289   
===========================================================================================================================
</TABLE>

<TABLE>
<CAPTION>
===================================================================================================================================
REGIONAL MALL SALES                                                                                                            1998
1998 TRANSACTION CHART
Cushman & Wakefield, Inc.
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                   
                                                                              MALL               MALL                     MALL     
      SALE                                                                    SHOP               SHOP         OCCU-       SHOP     
       NO.        PROPERTY/LOCATION                                            GLA              RATIO         PANCY     SALES/SF   
===================================================================================================================================
<S>   <C>   <C>                                                           <C>                 <C>           <C>         <C>        
98-    1     JANESVILLE MALL                                                 192,906            31.4%         83.0%       $290     
             Janesville, WI                                            
- -----------------------------------------------------------------------------------------------------------------------------------
98-    2     SPRING HILL MALL                                                342,410            31.8%         93.0%       $295     
             West Dundee, IL                                           
- -----------------------------------------------------------------------------------------------------------------------------------
98-    3     COASTLAND CENTER                                                323,549            35.0%         92.0%       $295     
             Naples, FL                                                
- -----------------------------------------------------------------------------------------------------------------------------------
98-    4     PIERRE BOSSIER MALL                                             212,000            34.5%         92.0%       $280     
             Bossier City, LA                                          
                                                                       
- -----------------------------------------------------------------------------------------------------------------------------------
98-    5     MERIDIAN MALL                                                   385,791            50.3%         94.0%       $277     
             Lansing, MI                                               
- -----------------------------------------------------------------------------------------------------------------------------------
98-    6     THE VILLAGE AT CORTE MADERA                                     210,318            49.1%         97.0%       $470     
             Corte Madera, CA                                          
- -----------------------------------------------------------------------------------------------------------------------------------
98-    7     NORTHTOWN MALL                                                  643,000            58.5%         95.0%       $315     
             Spokane, WA                                               
- -----------------------------------------------------------------------------------------------------------------------------------
98-    8     VILLAGE AT COTE MADERA                                          218,976            51.2%         96.0%       $470     
             Corte Madera, CA                                          
- -----------------------------------------------------------------------------------------------------------------------------------
98-    9     INDEPENDENCE MALL                                               204,265            30.0%         98.5%       $306     
(2)          Wilmington, NC                                            
- -----------------------------------------------------------------------------------------------------------------------------------
98-    10    MONTGOMERY MALL                                                 257,989            35.4%         96.0%       $265     
             Montgomery, AL                                            
- -----------------------------------------------------------------------------------------------------------------------------------
98-    11    ALTAMONTE MALL                                                  392,000            36.6%         86.0%       $325     
             Altamonte Springs, FL                                     
- -----------------------------------------------------------------------------------------------------------------------------------
98-    12    RIVERGATE MALL                                                  348,324            32.8%         85.0%       $271     
             Goodlettsville, TN                                        
- -----------------------------------------------------------------------------------------------------------------------------------
98-    13    HICKORY HOLLOW MALL                                             425,757            38.8%         83.4%       $278     
             Antioch, TN                                               
- -----------------------------------------------------------------------------------------------------------------------------------
98-    14    WESTSIDE PAVILLION                                              354,349            46.9%         83.0%       $373     
             West Los Angeles, CA                                      
- -----------------------------------------------------------------------------------------------------------------------------------
98-    15    VILLAGE MALL                                                    126,088            26.4%         72.0%       $144     
(1)          Danville, Ill.                                            
- -----------------------------------------------------------------------------------------------------------------------------------
98-    16    GREENVILLE MALL                                                 232,025            29.4%         55.0%       $219     
             GREENVILLE, SC                                            
- -----------------------------------------------------------------------------------------------------------------------------------
98-    17    SOUTH PLAINS MALL                                               365,215            33.0%         92.0%       $300     
             LUBBOCK, TX                                               
- -----------------------------------------------------------------------------------------------------------------------------------
98-    18    NORTHOWN MALL                                                   287,078            33.9%         70.0%       $240     
             Blaine, MN                                                
- -----------------------------------------------------------------------------------------------------------------------------------
98-    19    JACKSONVILLE MALL                                               167,640            43.7%         98.0%       $286     
             Jacksonville, NC                                          
- -----------------------------------------------------------------------------------------------------------------------------------
98-    20    CROSSROADS MALL                                                 182,400            40.0%         76.0%       $220     
             Mount Hope, WV                                            
- -----------------------------------------------------------------------------------------------------------------------------------
98-    21    ORLANDO FASHION SQUARE                                          362,425            33.9%        N/A          $329     
             Orlando, FL                                               
- -----------------------------------------------------------------------------------------------------------------------------------
98-    22    STROUD MALL                                                     184,145            43.1%         86.0%       $294     
             Stroudsberg, PA                                           
- -----------------------------------------------------------------------------------------------------------------------------------
98-    23    SOUTHWEST PLAZA                                                 438,000            33.9%         83.0%       $265     
             Litteton, CO                                              
- -----------------------------------------------------------------------------------------------------------------------------------
98-    24    BURNSVILLE CENTER                                               417,030            38.7%         84.0%       $284     
             Burnsville, Minnesota                                     
- -----------------------------------------------------------------------------------------------------------------------------------
98-    25    PHIPPS PLAZA                                                    372,457            45.3%        N/A          $450     
             Atlanta, Georgia                                          
- -----------------------------------------------------------------------------------------------------------------------------------
98-    26    ASHEVILLE MALL                                                  440,000            42.2%         98.5%       $280     
             Asheville, North Carolina                                 
- -----------------------------------------------------------------------------------------------------------------------------------
98-    27    CORDOVA MALL                                                    376,368            43.1%         91.0%       $300     
             Pensacola, Florida                                        
- -----------------------------------------------------------------------------------------------------------------------------------
98-    28    CRESTWOOD PLAZA                                                 382,214            37.4%         91.0%       $300     
             St. Louis, Missouri                                       
- -----------------------------------------------------------------------------------------------------------------------------------
98-    29    SUPER MALL OF THE GREAT N.W. (1)                                415,319            45.9%         75.0%       $185     
             Auburn, Washington                                        
===================================================================================================================================
             Survey Low:                                                     126,088            26.4%         55.0%       $144     
             Survey High:                                                    643,000            58.5%         98.5%       $470     
- -----------------------------------------------------------------------------------------------------------------------------------
             SURVEY MEAN:                                                    319,312            39.0%         86.9%       $297     
- -----------------------------------------------------------------------------------------------------------------------------------
             SURVEY MEAN FOR CENTERS WHERE NO ANCHORS ARE OWNED:             337,481            43.7%         90.5%       $349     
- -----------------------------------------------------------------------------------------------------------------------------------
             SURVEY MEAN FOR CENTERS WHERE AT LEAST ONE ANCHOR IS OWNED:     317,215            38.5%         86.4%       $291     
===================================================================================================================================
</TABLE>

<TABLE>
<CAPTION>
==================================================================================================================================
REGIONAL MALL SALES                                                                                                               
1998 TRANSACTION CHART
Cushman & Wakefield, Inc.
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                           CAPITALIZATION RATES   
                                                                                                         ------------------------ 
      SALE                                                                                                GOING-IN     TERMINAL   
       NO.        PROPERTY/LOCATION                                             NOI        NOI/SF           OAR          OAR      
==================================================================================================================================
<S>   <C>   <C>                                                           <C>              <C>          <C>          <C>          
98-    1     JANESVILLE MALL                                                $6,141,000       $9.99        8.90%         --        
             Janesville, WI                                            
- ----------------------------------------------------------------------------------------------------------------------------------
98-    2     SPRING HILL MALL                                               $9,800,000      $24.90        7.90%         --        
             West Dundee, IL                                           
- ----------------------------------------------------------------------------------------------------------------------------------
98-    3     COASTLAND CENTER                                               $9,600,000      $10.38        8.38%         --        
             Naples, FL                                                
- ----------------------------------------------------------------------------------------------------------------------------------
98-    4     PIERRE BOSSIER MALL                                            $5,000,000       $8.14        9.49%         --        
             Bossier City, LA                                          
                                                                       
- ----------------------------------------------------------------------------------------------------------------------------------
98-    5     MERIDIAN MALL                                                  $5,934,000       $7.74        8.60%         --        
             Lansing, MI                                               
- ----------------------------------------------------------------------------------------------------------------------------------
98-    6     THE VILLAGE AT CORTE MADERA                                    $8,092,000      $38.48        6.80%         --        
             Corte Madera, CA                                          
- ----------------------------------------------------------------------------------------------------------------------------------
98-    7     NORTHTOWN MALL                                                $11,520,000      $10.47        9.00%         --        
             Spokane, WA                                               
- ----------------------------------------------------------------------------------------------------------------------------------
98-    8     VILLAGE AT COTE MADERA                                         $8,092,000      $18.91        6.80%         --        
             Corte Madera, CA                                          
- ----------------------------------------------------------------------------------------------------------------------------------
98-    9     INDEPENDENCE MALL                                              $5,051,600      $15.85        8.10%         --        
(2)          Wilmington, NC                                            
- ----------------------------------------------------------------------------------------------------------------------------------
98-    10    MONTGOMERY MALL                                                $5,708,100       $9.28        8.11%         --        
             Montgomery, AL                                            
- ----------------------------------------------------------------------------------------------------------------------------------
98-    11    ALTAMONTE MALL                                                $13,600,000      $24.70        8.05%         --        
             Altamonte Springs, FL                                     
- ----------------------------------------------------------------------------------------------------------------------------------
98-    12    RIVERGATE MALL                                                 $8,741,000      $16.16        8.42%          8.42%    
             Goodlettsville, TN                                        
- ----------------------------------------------------------------------------------------------------------------------------------
98-    13    HICKORY HOLLOW MALL                                           $10,283,980      $24.15        8.27%          8.27%    
             Antioch, TN                                               
- ----------------------------------------------------------------------------------------------------------------------------------
98-    14    WESTSIDE PAVILLION                                            $14,002,000      $26.13        8.21%          9.00%    
             West Los Angeles, CA                                      
- ----------------------------------------------------------------------------------------------------------------------------------
98-    15    VILLAGE MALL                                                   $2,697,500       $5.65       11.63%         --        
(1)          Danville, Ill.                                            
- ----------------------------------------------------------------------------------------------------------------------------------
98-    16    GREENVILLE MALL                                                $3,558,800       $5.91        9.89%         --        
             GREENVILLE, SC                                            
- ----------------------------------------------------------------------------------------------------------------------------------
98-    17    SOUTH PLAINS MALL                                             $10,065,900       $9.09        8.70%         --        
             LUBBOCK, TX                                               
- ----------------------------------------------------------------------------------------------------------------------------------
98-    18    NORTHOWN MALL                                                  $5,400,000      $11.76       10.00%         --        
             Blaine, MN                                                
- ----------------------------------------------------------------------------------------------------------------------------------
98-    19    JACKSONVILLE MALL                                              $3,572,000       $9.30        9.40%         --        
             Jacksonville, NC                                          
- ----------------------------------------------------------------------------------------------------------------------------------
98-    20    CROSSROADS MALL                                                $2,760,000       $6.05       12.00%         --        
             Mount Hope, WV                                            
- ----------------------------------------------------------------------------------------------------------------------------------
98-    21    ORLANDO FASHION SQUARE                                         $9,391,200      $13.25        9.03%         --        
             Orlando, FL                                               
- ----------------------------------------------------------------------------------------------------------------------------------
98-    22    STROUD MALL                                                    $3,188,970       $7.47        8.37%         --        
             Stroudsberg, PA                                           
- ----------------------------------------------------------------------------------------------------------------------------------
98-    23    SOUTHWEST PLAZA                                               $10,500,000      $17.76        9.29%         --        
             Litteton, CO                                              
- ----------------------------------------------------------------------------------------------------------------------------------
98-    24    BURNSVILLE CENTER                                              $6,804,000       $6.31        8.40%         --        
             Burnsville, Minnesota                                     
- ----------------------------------------------------------------------------------------------------------------------------------
98-    25    PHIPPS PLAZA                                                  $13,912,000      $16.90        7.40%         --        
             Atlanta, Georgia                                          
- ----------------------------------------------------------------------------------------------------------------------------------
98-    26    ASHEVILLE MALL                                                 $5,395,000      $11.03        8.30%         --        
             Asheville, North Carolina                                 
- ----------------------------------------------------------------------------------------------------------------------------------
98-    27    CORDOVA MALL                                                   $7,560,000      $20.09        9.00%         --        
             Pensacola, Florida                                        
- ----------------------------------------------------------------------------------------------------------------------------------
98-    28    CRESTWOOD PLAZA                                                $9,800,000       $9.60        9.21%         --        
             St. Louis, Missouri                                       
- ----------------------------------------------------------------------------------------------------------------------------------
98-    29    SUPER MALL OF THE GREAT N.W. (1)                              $12,370,000      $13.66       12.01%         --        
             Auburn, Washington                                        
==================================================================================================================================
             Survey Low:                                                    $2,697,500       $5.65        6.80%          8.27%    
             Survey High:                                                  $14,002,000      $38.48       12.01%          9.00%    
- ----------------------------------------------------------------------------------------------------------------------------------
             SURVEY MEAN:                                                   $7,880,726      $14.11        8.88%         --        
- ----------------------------------------------------------------------------------------------------------------------------------
             SURVEY MEAN FOR CENTERS WHERE NO ANCHORS ARE OWNED:            $8,645,327      $27.57        8.02%         --        
- ----------------------------------------------------------------------------------------------------------------------------------
             SURVEY MEAN FOR CENTERS WHERE AT LEAST ONE ANCHOR IS OWNED:    $7,792,503      $12.55        8.98%         --        
==================================================================================================================================
</TABLE>

<TABLE>
<CAPTION>
==================================================================================================================================
REGIONAL MALL SALES                                                                                                           1998
1998 TRANSACTION CHART
Cushman & Wakefield, Inc.
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                           UNIT RATE COMPARISON
                                                                                      ------------------------------
      SALE                                                                              PRICE/GLA       PRICE/MALL        SALES
       NO.        PROPERTY/LOCATION                                         IRR         PURCHASED        SHOP GLA        MULTIPLE
==================================================================================================================================
<S>   <C>   <C>                                                         <C>             <C>             <C>              <C> 
98-    1     JANESVILLE MALL                                               --             $112            $358             1.23
             Janesville, WI                                            
- ----------------------------------------------------------------------------------------------------------------------------------
98-    2     SPRING HILL MALL                                              --             $315            $362             1.23
             West Dundee, IL                                           
- ----------------------------------------------------------------------------------------------------------------------------------
98-    3     COASTLAND CENTER                                              --             $124            $354             1.20
             Naples, FL                                                
- ----------------------------------------------------------------------------------------------------------------------------------
98-    4     PIERRE BOSSIER MALL                                           --              $86            $249             0.89
             Bossier City, LA                                          
- ----------------------------------------------------------------------------------------------------------------------------------
98-    5     MERIDIAN MALL                                                 --              $90            $179             0.65
             Lansing, MI                                               
- ----------------------------------------------------------------------------------------------------------------------------------
98-    6     THE VILLAGE AT CORTE MADERA                                   --             $566            $566             1.20
             Corte Madera, CA                                          
- ----------------------------------------------------------------------------------------------------------------------------------
98-    7     NORTHTOWN MALL                                                --             $116            $199             0.63
             Spokane, WA                                               
- ----------------------------------------------------------------------------------------------------------------------------------
98-    8     VILLAGE AT COTE MADERA                                        --             $278            $543             1.16
             Corte Madera, CA                                          
- ----------------------------------------------------------------------------------------------------------------------------------
98-    9     INDEPENDENCE MALL                                             --             $196            $305             1.00
(2)          Wilmington, NC                                            
- ----------------------------------------------------------------------------------------------------------------------------------
98-    10    MONTGOMERY MALL                                               --             $114            $273             1.03
             Montgomery, AL                                            
- ----------------------------------------------------------------------------------------------------------------------------------
98-    11    ALTAMONTE MALL                                                --             $307            $431             1.33
             Altamonte Springs, FL                                     
- ----------------------------------------------------------------------------------------------------------------------------------
98-    12    RIVERGATE MALL                                                --             $192            $298             1.10
             Goodlettsville, TN                                        
- ----------------------------------------------------------------------------------------------------------------------------------
98-    13    HICKORY HOLLOW MALL                                           --             $292            $292             1.05
             Antioch, TN                                               
- ----------------------------------------------------------------------------------------------------------------------------------
98-    14    WESTSIDE PAVILLION                                            11.00%         $318            $481             1.29
             West Los Angeles, CA                                      
- ----------------------------------------------------------------------------------------------------------------------------------
98-    15    VILLAGE MALL                                                  --              $49            $184             1.28
(1)          Danville, Ill.                                            
- ----------------------------------------------------------------------------------------------------------------------------------
98-    16    GREENVILLE MALL                                               --              $60            $155             0.71
             GREENVILLE, SC                                            
- ----------------------------------------------------------------------------------------------------------------------------------
98-    17    SOUTH PLAINS MALL                                             --             $105            $317             1.06
             LUBBOCK, TX                                               
- ----------------------------------------------------------------------------------------------------------------------------------
98-    18    NORTHOWN MALL                                                 --             $118            $188             0.78
             Blaine, MN                                                
- ----------------------------------------------------------------------------------------------------------------------------------
98-    19    JACKSONVILLE MALL                                             --              $99            $227             0.79
             Jacksonville, NC                                          
- ----------------------------------------------------------------------------------------------------------------------------------
98-    20    CROSSROADS MALL                                               --              $50              --            --
             Mount Hope, WV                                            
- ----------------------------------------------------------------------------------------------------------------------------------
98-    21    ORLANDO FASHION SQUARE                                        --             $147            $287             0.87
             Orlando, FL                                               
- ----------------------------------------------------------------------------------------------------------------------------------
98-    22    STROUD MALL                                                   --              $89            $207             0.70
             Stroudsberg, PA                                           
- ----------------------------------------------------------------------------------------------------------------------------------
98-    23    SOUTHWEST PLAZA                                               --             $191            $258             0.97
             Litteton, CO                                              
- ----------------------------------------------------------------------------------------------------------------------------------
98-    24    BURNSVILLE CENTER                                             --              $75            $194             0.68
             Burnsville, Minnesota                                     
- ----------------------------------------------------------------------------------------------------------------------------------
98-    25    PHIPPS PLAZA                                                  --             $228            $505             1.12
             Atlanta, Georgia                                          
- ----------------------------------------------------------------------------------------------------------------------------------
98-    26    ASHEVILLE MALL                                                --             $133            $148             0.53
             Asheville, North Carolina                                 
- ----------------------------------------------------------------------------------------------------------------------------------
98-    27    CORDOVA MALL                                                  --             $226            $226             0.75
             Pensacola, Florida                                        
- ----------------------------------------------------------------------------------------------------------------------------------
98-    28    CRESTWOOD PLAZA                                               --             $104            $278             0.93
             St. Louis, Missouri                                       
- ----------------------------------------------------------------------------------------------------------------------------------
98-    29    SUPER MALL OF THE GREAT N.W. (1)                              --             $114            $248             1.34
             Auburn, Washington                                        
==================================================================================================================================
             Survey Low:                                                   11.00%          $49            $148             0.53
             Survey High:                                                  11.00%         $566            $566             1.34
- ----------------------------------------------------------------------------------------------------------------------------------
             SURVEY MEAN:                                                  --             $169            $297             0.98
- ----------------------------------------------------------------------------------------------------------------------------------
             SURVEY MEAN FOR CENTERS WHERE NO ANCHORS ARE OWNED:           --             $361            $361             1.00
- ----------------------------------------------------------------------------------------------------------------------------------
             SURVEY MEAN FOR CENTERS WHERE AT LEAST ONE ANCHOR IS OWNED:   --             $147            $289             0.98
==================================================================================================================================
</TABLE>


- ---------------------------
(1)    Year 2 NOI
(2)    Sale Price reflects 100% interest for a partial interest sale

<PAGE>

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

        o     The fourteen sales included for 1991 show a mean price per square
              foot sold of $282. On the basis of mall shop GLA sold, these
              sales present a mean of $357. Sales multiples range from .74 to
              1.53 with a mean of 1.17. Capitalization rates range from 5.60 to
              7.82 percent with an overall mean of 6.44 percent. The mean
              terminal capitalization rate is approximately 100 basis points
              higher, or 7.33 percent. Yield rates range between 10.75 and
              13.00 percent, with a mean of 11.52 percent for those sales
              reporting IRR expectancies.

        o     In 1992, the eleven transactions display prices ranging from $136
              to $511 per square foot of GLA sold, with a mean of $259 per
              square foot. For mall shop area sold, the 1992 sales suggest a
              mean price of $320 per square foot. Sales multiples range from
              .87 to 1.60 with a mean of 1.07. Capitalization rates range
              between 6.00 and 7.97 percent with the mean cap rate calculated
              at 7.31 percent for 1992. For sales reporting a going-out cap
              rate, the mean is shown to be 7.75 percent. Yield rates range
              from 10.75 to around 12.00 percent with a mean of 11.56 percent.

        o     For 1993, a total of sixteen transactions have been tracked.
              These sales show an overall average sale price of $242 per square
              foot based upon total GLA sold and $363 per square foot based
              solely upon mall GLA sold. Sales multiples range from .65 to 1.82
              and average 1.15. Capitalization rates continued to rise in 1993,
              showing a range between 7.00 and 10.10 percent. The overall mean
              has been calculated to be 7.92 percent. For sales reporting
              estimated terminal cap rates, the mean is also equal to 7.92
              percent. Yield rates for 1993 sales range from 10.75 to 12.50
              percent with a mean of 11.53 percent for those sales reporting
              IRR expectancies. On balance, the year was notable for the number
              of dominant Class A malls which transferred.

        o     Sales data for 1994 shows fourteen confirmed transactions with an
              average unit price per square foot of $197 per square foot of
              total GLA sold and $288 per square foot of mall shop GLA. Sales
              multiples range from .57 to 1.43 and average .96. The mean
              going-in capitalization rate is shown to be 8.37 percent. The
              residual capitalization rates average 8.13 percent. Yield rates
              range from 10.70 to 11.50 percent and average 11.17 percent.
              During 1994, many of the closed transactions involved second and
              third tier malls. This accounted for the significant drop in unit
              rates and corresponding increase in cap rates. Probably the most
              significant sale involved the Riverchase Galleria, a 1.2 million
              square foot center in Hoover, Alabama. LaSalle Partners purchased
              the mall of behalf of the Pennsylvania Public School Employment
              Retirement System for $175.0 million. The reported cap rate was
              approximately 7.4 percent.

- -------------------------------------------------------------------------------
                                     -81-
<PAGE>

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

        o     Cushman & Wakefield has researched 19 mall transactions for 1995.
              With the exception of possibly Natick Mall and Smith Haven Mall,
              by and large the quality of malls sold are lower than what has
              been shown for prior years. For example, the average transaction
              price has been slipping. In 1993, the peak year, the average deal
              was nearly $133.8 million. In 1995, it is shown to be $88.6
              million which is even skewed upward by Natick and Smith Haven
              Malls which had a combined price of $486.0 million. The average
              price per square foot of total GLA sold is calculated to be $193
              per square foot. The range in values of mall GLA sold are $93 to
              $686 with an average of $285 per square foot. The upper end of
              the range is formed by Queens Center with mall shop sales of
              nearly $700 per square foot. Characteristics of these lesser
              quality malls would be higher initial capitalization rates. The
              range for these transactions is 7.25 to 11.10 percent with a mean
              of 9.13 percent. Most market participants indicated that
              continued turmoil in the retail industry will force cap rates to
              move higher.

        o     1996 saw a return of real estate investors to the regional mall
              market. REITs were far and away been the most active buyers. The
              increase in activity was a result of a combination of dynamics.
              The liquidity of REITs as well as the availability of capital
              made acquisitions much easier compared to previous two to three
              years. In addition, sellers became much more realistic in there
              pricing, recognizing that the long term viability of a regional
              mall requires large infusions of capital. The 29 transactions we
              tracked for the year range in size from approximately $22.2
              million to $451.0 million. The malls sold also run the gamut of
              quality ranging from several secondary properties in small
              markets to such higher profile properties as Old Orchard Shopping
              Center in Chicago and The Plaza and Court at King of Prussia in
              Philadelphia. Sale prices per square foot of mall shop GLA range
              from $119 to $534 with a mean of $243. REIT's primary focus on
              initial return with their underwriting centered on in place
              income. As such, capitalization rates ranged from 7.0 percent to
              12.1 percent with a mean of 9.44 percent.

        o     Mall sales activity to date in 1997 now exceeds the number of
              sales tracked in 1996. REITs have continued to show their
              appetite for acquisitions. Most of the sales which have occurred
              in the past 12 months involve "B" grade malls. Exceptions exist
              with respect to Regency Square, San Francisco Shopping Center,
              Tysons Corner, and most recently The Falls Shopping Center in
              Miami, Florida. These properties are viewed as among the nation's
              premier retail properties. The 43 transactions we have tracked to
              date range in size from $3.9 million to $412.0 million. Unit sale
              prices also vary widely from $21 to $594 per square foot of GLA
              sold. On the basis of mall shop GLA, the range is from $36 to
              $770 per square foot. Overall rates fall between 7.34 percent and
              12.77 percent, and average 9.71 percent. Mall shop sales per
              square foot range from $106 to $649, with a mean of $287 per
              square foot.

- -------------------------------------------------------------------------------
                                     -82-
<PAGE>

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

        While these unit prices implicitly contain both the physical and
economic factors affecting the real estate, the statistics do not explicitly
convey many of the details surrounding a specific property. Thus, this single
index to the valuation of the subject property has limited direct application.
The price per square foot of mall shop GLA acquired yields one common form of
comparison. However, this can be distorted if anchor and/or other major tenants
generate a significant amount of income. The following chart shows this
relationship along with other selected indices.

<TABLE>
<CAPTION>
========================================================================================
                            REGIONAL & SUPER-REGIONAL MALL SALES
                                  SELECTED AVERAGE INDICES
- ----------------------------------------------------------------------------------------
                    Price/SF of Total      Price/SF of Mall         Mean
                          GLA             Shops Range/Overall       Sales
Transaction Year      Range/Mean**               Mean              Multiple    Mean OAR
========================================================================================
<S>                   <C>                     <C>                     <C>        <C>  
1991                  $156 - $556             $203 - $556             1.17       6.44%
                         $282                     $357
- ----------------------------------------------------------------------------------------
1992                  $136 - $511             $226 - $511             1.07       7.31%
                         $259                     $320
- ----------------------------------------------------------------------------------------
1993                  $ 73 - $471             $173 - $647             1.15       7.92%
                         $242                     $363
- ----------------------------------------------------------------------------------------
1994                  $ 83 - $378             $129 - $502             0.96       8.37%
                         $197                     $288
- ----------------------------------------------------------------------------------------
1995                  $ 53 - $686             $ 93 - $686             0.96       9.13%
                         $193                     $284
- ----------------------------------------------------------------------------------------
1996                  $ 44 - $534             $119 - $534             0.85       9.44%
                         $187                     $243
- ----------------------------------------------------------------------------------------
1997 (YTD)            $ 21 - $594             $ 36 - $770             0.83       9.71%
                         $137                     $250
========================================================================================
*   Includes all transactions for particular year
**  Based on total GLA acquired
========================================================================================
</TABLE>

        The chart above shows that the annual average price per square foot of
total GLA acquired has ranged from $126 to $282 per square foot. A declining
trend has been in evidence as cap rates have risen. As discussed, one of the
factors which may influence the unit rate is whether or not anchor stores are
included in the total GLA which is transferred. Thus, a further refinement can
be made between those malls which have transferred with anchor space and those
which have included only mall GLA. The price per square foot of mall shop GLA
has declined from a high of $363 per square foot in 1993 to $243 per square
foot in 1996. In 1997 the price per square foot increased to $250 per square
foot. This is a reversal of the declining trend in evidence between 1993 and
1996.

- -------------------------------------------------------------------------------
                                     -83-
<PAGE>

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

ANALYSIS OF SALES

        We have presented a summary of several transactions involving regional
and super-regional-sized retail shopping malls from which price trends may be
identified for the extraction of value parameters. These transactions have been
segregated by year of acquisition so as to lend additional perspective on our
analysis. Comparability in both physical and economic characteristics are the
most important criteria for analyzing sales in relation to the subject
property. However, it is also important to recognize the fact that regional
shopping malls are distinct entities by virtue of age and design, visibility
and accessibility, the market segmentation created by anchor stores and tenant
mix, the size and purchasing power of the particular trade area, and competency
of management. Thus, the Sales Comparison Approach, when applied to a property
such as the subject can, at best, only outline the parameters in which the
typical investor operates. The majority of these sales transferred either on an
all cash (100 percent equity) basis or its equivalent utilizing market-based
financing. Where necessary, we have adjusted the purchase price to its cash
equivalent basis for the purpose of comparison.

        As suggested, sales which include anchors typically have lower square
foot unit prices. In our discussions with major shopping center owners and
investors, we learned that capitalization rates and underwriting criteria have
become more sensitive to the contemporary issues dealing with the department
store anchors. As such, investors are looking more closely than ever at the
strength of the anchors when evaluating an acquisition.

        As the reader shall see, we have attempted to make comparisons of the
transactions to the subject primarily along economic lines. For the most part,
the transactions have involved dominant or strong Class A centers in top 50 MSA
locations which generally have solid, expanding trade areas and good income
profiles. Some of the other transactions are in decidedly inferior second tier
locations with limited growth potential and near term vacancy problems. These
sales tend to reflect lower unit rates and higher capitalization rates.


=============================================
APPLICATION TO SUBJECT PROPERTY
"As Stabilized"
=============================================

        Because the subject is theoretically selling only mall shop, we will
focus on those properties which also sold only mall shop GLA. As a basis for
comparison, we will analyze the subject based upon projected first stabilized
year NOI. First year NOI (FY 2000) has been projected to be $37.47 per square
foot, based upon 327,393+/-square feet of owned GLA. Derivation of the
subject's projected net operating income is presented in the Income
Capitalization Approach section of this report as calculated by the Pro-Ject
model. With projected NOI of $37.47 per square foot, the subject falls toward
the low-end of the range exhibited by most of the comparable sales.

        Since the income that an asset will produce has direct bearing on the
price that a purchaser is willing to pay, it is obvious that a unit price which
falls at the upper-end of the range indicated by the comparables would be
applicable to the subject. The subject's anticipated net income can be
initially compared to the composite mean of the annual transactions in order to
place the subject in a frame of reference. This is shown on the following
chart.

- -------------------------------------------------------------------------------
                                     -84-
<PAGE>


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

=============================================================================
            COMPARISON TO SALES INCLUDING MALL SHOPS & ANCHORS

        =================================================================
        Sales Year       MEAN NOI     SUBJECT FORECAST     SUBJECT RATIO
        =================================================================
        1996              $11.31          $37.47               331.3%
        -----------------------------------------------------------------
        1997              $12.32          $37.47               304.1%
        =================================================================


        With first year NOI forecasted at approximately 304 to 331 percent of
the mean of these sales in each year, the unit price which the subject property
would command should be expected to fall within a relative range.


NET INCOME MULTIPLIER METHOD

        Many of the comparables were bought on expected income, not gross
leasable area, making unit prices a somewhat subjective reflection of
investment behavior regarding regional malls. In order to quantify the
appropriate adjustments to the indicated per square foot unit values, we have
compared the subject's first year pro forma net operating income to the pro
forma income of the individual sale properties. In our opinion, a buyer's
criteria for the purchase of a retail property is predicated primarily on the
property's income characteristics. Thus, we have identified a relationship
between the net operating income and the sales price of the property.
Typically, a higher net operating income per square foot corresponds to a
higher sales price per square foot. Therefore, this adjustment incorporates
factors such as location, tenant mix, rent levels, operating characteristics,
and building quality.

        Provided below, we have extracted the net income multiplier from those
improved sales which we feel are the most comparable to the subject. The
equation for the net income multiplier (NIM), which is the inverse of the
equation for the capitalization rate (OAR), is calculated as follows:

         NIM   =   Sales Price
                   Net Operating Income

            =========================================================
                       NET INCOME MULTIPLIER CALCULATION
            ---------------------------------------------------------
                                                       = Net Income
              Sale No.      Price/SF     / NOI/SF       Multiplier
            =========================================================
                96-12         $281        $25.12          11.19
                96-13         $433        $30.34          14.27
                96-21         $534        $40.03          13.34
                96-24         $508        $35.57          14.28
                96-26         $342        $29.11          11.75
                97-31         $253        $20.46          12.37
                97-32         $266        $23.50          11.32
            =========================================================
                Mean          $374        $29.16          12.64
            =========================================================

- -------------------------------------------------------------------------------
                                     -85-
<PAGE>

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

        Valuation of the subject property utilizing the net income multipliers
(NIMs) from the comparable properties accounts for the disparity of the net
operating incomes ($NOIs) per square foot between the comparables and the
subject. Within this technique, each of the adjusted NIMs are multiplied by the
$NOI per square foot of the subject, which produces an adjusted value
indication for the subject. The net operating income per square foot for the
subject property is calculated as the first year of the holding period, as
detailed in the Income Capitalization Approach section of this report.

            =======================================================
                          ADJUSTED UNIT RATE SUMMARY
            -------------------------------------------------------
                                             X              =
                                         Net Income      Indicated 
              Sale No.      NOI/SF       Multiplier     Price $/SF
            =======================================================
               96-12        $34.47         11.19         $385.59
               96-13        $34.47         14.27         $491.94
               96-21        $34.47         13.34         $459.83
               96-24        $34.47         14.28         $492.29
               96-26        $34.47         11.75         $404.97
               97-31        $34.47         12.37         $426.24
               97-32        $34.47         11.32         $390.17
            =======================================================
                Mean        $34.47         12.64         $435.86
            =======================================================

        From the process above, we see that the indicated net income
multipliers range from 11.19 to 14.28 with a mean of 12.64. The adjusted unit
rates range from $385.59 to $491.94 per square foot of owned GLA with a mean of
$435.86 per square foot.

        We recognize that the sale price per square foot of gross leasable
area, including land, implicitly contains both the physical and economic
factors of the value of a shopping center. Such statistics by themselves,
however, do not explicitly convey many of the details surrounding a specific
income producing property like the subject. Nonetheless, the process we have
undertaken here is an attempt to quantify the unit price based upon the
subject's income producing potential.

        The subject property performs above regional norms for sales
productivity, and is one of the dominant malls in its region. The property
services a primary trade area with a population of nearly 170,000 persons. The
area has a strong diversified economy and area residents are relatively
affluent in relation to state and national norms. The property was recently
renovated and is considered to be in excellent overall condition. Furthermore
the property benefits from three strong anchor tenants, Filene's, Sears and JC
Penney. The property also has one vacant anchor tenant store. This store was
formerly occupied by Lechmere's which declared bankruptcy and closed their
stores nationally. Management is presently in negotiations with Best Buy for a
portion of this store and is pursuing other suitable retailers for the balance
of the space. Given the strength of the property we do not foresee an extended
lease-up period for this vacant anchor. Our analysis is based on the assumption
that the store is re-tenanted with one or two destination retailers. This will
not impact the income generated by the subject mall stores, but will solidify
the anchor tenant draw at the property.

- -------------------------------------------------------------------------------
                                     -86-
<PAGE>

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

        Considering the characteristics of the subject relative to the above,
we believe that a unit rate range of $440 to $445 per square foot is
appropriate. Applying this unit rate range to 327,393+/-square feet of owned
GLA results in a value of approximately $76.8 million to $80.0 million for the
subject as shown below.

            327,393 SF                                    327,393 SF
         x     $440.00                                 x     $445.00
         -------------                                 -------------
          $144,052,920                                  $145,689,885


           ROUNDED VALUE ESTIMATE - MARKET SALES UNIT RATE COMPARISON
                          $144,000,000 TO $145,700,000

        We have considered all of the above relative to the physical and
economic characteristics of the subject. It is difficult to relate the subject
to comparables that are in such widely divergent markets with different cash
flow characteristics. After considering all of the available market data in
conjunction with the characteristics of the subject property, the indices of
investment that generated our value ranges are as follows:

         UNIT PRICE PER SQUARE FOOT

            Salable Square Feet:                  327,393+/- SF
            Price Per SF of Salable Area:         $440 to $445
            Indicated Value Range:                $144,000,000 to $145,700,000

        The parameters above show a value range of approximately $144.0 to
$145.7 million for the subject property. Based on our total analysis, relative
to the strengths and weaknesses of each methodology, it would appear that the
Sales Comparison Approach indicates a Market Value for the subject within the
more defined range of $145 million as of February 16, 1998.

                  PROSPECTIVE MARKET VALUE UPON STABILIZATION
                           SALES COMPARISON APPROACH
                            ROUNDED TO $145,000,000


=============================
VALUE CONCLUSION
"As Is"
=============================

        We can also attempt to apply the Sales Comparison Approach to the
subject on the basis of its "as is" position . A higher level of subjectivity
exists with respect to looking at a property for which a certain amount of
space is vacant. In the case of the subject, an absorption of vacant space is
projected over a 12+/- month period.

- -------------------------------------------------------------------------------
                                     -87-
<PAGE>

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

        When analyzing the subject on the basis of its first year income, an
investor would be cognizant of the additional risks and costs associated with
bringing the property to stabilization. Typically, consideration must be given
to any costs of lease-up, including tenant improvements, leasing commissions
and any concessions to be given.

        As the reader shall see, we have ultimately concluded at a Prospective
Market Value of $145.0 million for the subject property "at stabilization" as
of April 1, 1999. In order to estimate the value of the subject property on an
"as is" valuation premise, we have discounted the future stabilized value
indication of $145.0 million and discounted all appropriate costs and interim
cash flows into a present value in order to estimate the market value of the
subject property "as is ".

        Therefore, by deducting all appropriate lease-up costs, plus the
interim income until the subject property reaches stabilization on a present
value basis, the following present value calculation is evidenced:

===============================================================================
                           VALUATION PREMISE "AS IS"
- -------------------------------------------------------------------------------
Present value of our estimated
Prospective Market Value At Stabilization
of $145,000,000 discounted @ 10.50% 
over a 12-month holding period.                                    $131,221,720
- -------------------------------------------------------------------------------
Plus: The present value of interim cash
flows, including all costs, over the
12-month holding period discounted @
10.50% discount rate.                                                $9,885,070
- -------------------------------------------------------------------------------
Total                                                              $141,106,790
===============================================================================
SAY                                                                $141,100,000
===============================================================================

        Based on the above, the "as is" market value is estimated to be
$141,100,000.

- -------------------------------------------------------------------------------
                                     -88-
<PAGE>

                                                 INCOME CAPITALIZATION APPROACH
- -------------------------------------------------------------------------------

INTRODUCTION

        The Income Capitalization Approach is based upon the economic principle
that the value of a property capable of producing income is the present worth
of anticipated future net benefits. The net income projected is translated into
a present value indication using the capitalization process. There are various
methods of capitalization that are based on inherent assumptions concerning the
quality, durability and pattern of the income projection. Where the pattern of
income is irregular due to existing leases that will terminate at staggered,
future dates, or to an absorption or stabilization requirement on a newer
development, discounted cash flow analysis is the most accurate.

        Discounted Cash Flow Analysis (DCF) is a method of estimating the
present worth of future cash flow expectancies by individually discounting each
anticipated collection at an appropriate discount rate. The indicated market
value by this approach is the accumulation of the present worth of future
projected years' net income (before income taxes and depreciation) and the
present worth of the reversion (the estimated property value at the end of the
projection period). The estimated value of the reversion at the end of the
projection period is based upon capitalization of the next year's projected net
operating income. This is the more appropriate method to use in this
assignment, given the step up in lease rates and the long term tenure of retail
tenants.

        A second method of valuation, using the Income Approach, is to directly
capitalize a stabilized net income based on rates extracted from the market or
built up through mortgage equity analysis. This is a valid method of estimating
the market value of the property as of the achievement of stabilized
operations.


DISCOUNTED CASH FLOW ANALYSIS

        The Discounted Cash Flow (DCF) produces an estimate of value through an
economic analysis of the subject property in which the net income generated by
the asset is converted into a capital sum at an appropriate rate. First, the
revenues which a fully informed investor can expect the subject to produce over
a specified time horizon are established through an analysis of the current
rent roll, as well as the rental market for similar properties. Second, the
projected expenses incurred in generating these gross revenues are deducted.
Finally, the residual net income is discounted into a capital sum at an
appropriate rate which is then indicative of the subject property's current
value in the marketplace.

        In this Income Capitalization Approach to the valuation of the subject,
we have utilized a 10-year holding period for the "AS IS" investment in the
subject property, with the cash flow analysis commencing on April 1, 1998 ("As
Is"). The "As Stabilized" Analysis will also utilized a 10-year holding period
but will commence on April 1, 1999, the date stabilized occupancy is projected
to occur. Although an asset such as the subject has a much longer useful life,
investment analysis becomes more meaningful if limited to a time period
considerably less than the real estate's economic life, but of sufficient
length for an investor. A 10-year holding period for this investment is long
enough to model the asset's performance and benefit from its lease-up, but
short enough to reasonably estimate the expected income and expenses of the
real estate.

- -------------------------------------------------------------------------------
                                     -89-
<PAGE>

<TABLE>
<CAPTION>
===========================================================================================================================
ANNUAL CASH FLOW REPORT ("As Is" Analysis)
The Mall of New Hampshire                                                                                                  
Cushman & Wakefield, Inc.                    1999             2000             2001             2002              2003     
===========================================================================================================================
<S>                                      <C>              <C>              <C>              <C>              <C>           
OPERATING INCOME
- ----------------                                                                                                           

   MINIMUM RENT
   Mall Shop Tenants                     $ 10,283,150     $ 10,859,692     $ 10,904,187     $ 10,964,464     $ 11,018,656  
   Food Court Tenants                    $    843,229     $    928,827     $    928,827     $    935,502     $    942,175  
   Kiosk Tenants                         $    140,300     $    125,321     $    142,419     $    152,703     $    140,362  
                                         ------------     ------------     ------------     ------------     ------------  
   SUBTOTAL:                             $ 11,266,679     $ 11,913,840     $ 11,975,433     $ 12,052,669     $ 12,101,193  
                                        
   RECOVERIES                           
   CAM Recoveries                        $  3,755,463     $  3,841,335     $  3,916,699     $  4,015,064     $  4,125,457  
   TAX Recoveries                        $  2,016,681     $  2,110,722     $  2,183,481     $  2,268,836     $  2,356,650  
                                         ------------     ------------     ------------     ------------     ------------  
   SUBTOTAL:                             $  5,772,144     $  5,952,057     $  6,100,180     $  6,283,900     $  6,482,107  
                                        
   Overage Rent                          $     29,196     $     33,538     $     36,999     $     46,975     $     33,942  
                                        
   GROSS RENTAL INCOME:                  $ 17,068,019     $ 17,899,435     $ 18,112,612     $ 18,383,544     $ 18,617,242  
- ----------------------------             ------------     ------------     ------------     ------------     ------------  
   Specialty Leasing                     $    712,500     $    715,750     $    737,223     $    759,339     $    782,119  
   Miscellaneous                         $     80,000     $     82,400     $     84,872     $     87,418     $     90,041  
   Vacancy/Credit Loss                   ($   853,400)    ($   894,971)    ($   905,629)    ($   919,177)    ($   930,862) 
- ----------------------------             ------------     ------------     ------------     ------------     ------------  
   TOTAL INCOME:                         $ 17,007,119     $ 17,802,614     $ 18,029,078     $ 18,311,124     $ 18,558,540  
                                                                                                                           
OPERATING EXPENSES                      
- ------------------                                                                                                         
                                        
   RECOVERABLE EXPENSES                 
   Common Area Maintenance               $  2,120,085     $  2,194,288     $  2,271,088     $  2,350,576     $  2,432,846  
   Real Estate Taxes                     $  1,940,000     $  2,017,600     $  2,098,304     $  2,182,236     $  2,269,526  
   Management Fee                        $    589,225     $    599,808     $    603,892     $    606,313     $    616,559  
                                         ------------     ------------     ------------     ------------     ------------  
   Subtotal-Recoverable:                 $  4,649,310     $  4,811,696     $  4,973,284     $  5,139,125     $  5,318,931  
                                        
   NON-RECOVERABLE                      
   General & Administrative              $    436,775     $    452,062     $    467,884     $    484,260     $    501,209  
   Marketing Expense                     $     50,000     $     51,750     $     53,561     $     55,436     $     57,376  
   Miscellaneous Expenses                $     33,500     $     34,505     $     35,540     $     36,606     $     37,705  
                                         ------------     ------------     ------------     ------------     ------------  
   Subtotal-Nonrecoverable:              $    520,275     $    538,317     $    556,985     $    576,302     $    596,290  
                                        
   TOTAL OPERATING EXPENSES:             $  5,169,585     $  5,350,013     $  5,530,269     $  5,715,427     $  5,915,221  
   Operating Expense Ratio                                                         30.4%            30.1%            30.7% 
                                        
NET OPERATING INCOME                     $ 11,837,534     $ 12,452,601     $ 12,498,809     $ 12,595,697     $ 12,643,319  
                                        
   Alterations                           $    604,283     $     75,156     $     31,146     $     49,979     $    149,149  
   Commissions                           $    114,824     $     16,972     $      6,779     $     11,206     $     33,144  
   Replacement Reserve                   $     65,502     $     67,794     $     70,167     $     72,623     $     75,165  
                                                                           ------------     ------------     ------------  
   Subtotal:                             $    784,609     $    159,922     $    108,092     $    133,808     $    257,458  
                                        
NET CASH FLOW                            $ 11,052,925     $ 12,292,679     $ 12,390,717     $ 12,461,889     $ 12,385,861  
===========================================================================================================================
</TABLE>

                                                         
<TABLE>
<CAPTION>
=============================================================================================================================
ANNUAL CASH FLOW REPORT ("As Is" Analysis)
The Mall of New Hampshire                                                                                                    
Cushman & Wakefield, Inc.                    2004             2005             2006             2007             2008        
=============================================================================================================================
<S>                                      <C>              <C>              <C>              <C>              <C>             
OPERATING INCOME
- ----------------                                                                                                             

   MINIMUM RENT
   Mall Shop Tenants                     $ 11,233,296     $ 11,318,025     $ 11,478,636     $ 11,702,473     $ 12,884,726    
   Food Court Tenants                    $    962,659     $  1,008,141     $  1,008,141     $  1,008,141     $  1,127,704    
   Kiosk Tenants                         $    163,673     $    160,692     $    162,319     $    173,327     $    177,227    
                                         ------------     ------------     ------------     ------------     ------------    
   SUBTOTAL:                             $ 12,359,628     $ 12,486,858     $ 12,649,096     $ 12,883,941     $ 14,189,657    
                                       
   RECOVERIES                          
   CAM Recoveries                        $  4,239,427     $  4,340,392     $  4,472,294     $  4,598,353     $  4,786,045    
   TAX Recoveries                        $  2,452,256     $  2,542,529     $  2,651,349     $  2,732,074     $  2,834,915    
                                         ------------     ------------     ------------     ------------     ------------    
   SUBTOTAL:                             $  6,691,683     $  6,882,921     $  7,123,643     $  7,330,427     $  7,620,960    
                                       
   Overage Rent                          $     36,903     $     58,096     $     89,437     $    110,610     $     81,352    
                                       
   GROSS RENTAL INCOME:                  $ 19,088,214     $ 19,427,875     $ 19,862,176     $ 20,324,978     $ 21,891,969    
- ----------------------------             ------------     ------------     ------------     ------------     ------------    
   Specialty Leasing                     $    805,583     $    829,750     $    854,643     $    880,282     $    906,691    
   Miscellaneous                         $     92,742     $     95,524     $     98,390     $    101,342     $    104,382    
   Vacancy/Credit Loss                   ($   954,409)    ($   971,394)    ($   993,108)    ($ 1,016,249)    ($ 1,094,596)   
- ----------------------------             ------------     ------------     ------------     ------------     ------------    
   TOTAL INCOME:                         $ 19,032,130     $ 19,381,755     $ 19,822,101     $ 20,290,353     $ 21,808,446    
                                                                                                                             
OPERATING EXPENSES                     
- ------------------                                                                                                           
                                       
   RECOVERABLE EXPENSES                
   Common Area Maintenance               $  2,517,996     $  2,606,126     $  2,697,340     $  2,791,747     $  2,889,458    
   Real Estate Taxes                     $  2,360,307     $  2,454,719     $  2,552,908     $  2,655,024     $  2,761,225    
   Management Fee                        $    625,392     $    634,507     $    646,527     $    697,595     $    771,762    
                                         ------------     ------------     ------------     ------------     ------------    
   Subtotal-Recoverable:                 $  5,503,695     $  5,695,352     $  5,896,775     $  6,144,366     $  6,422,445    
                                       
   NON-RECOVERABLE                     
   General & Administrative              $    518,752     $    536,908     $    555,700     $    575,149     $    595,279    
   Marketing Expense                     $     59,384     $     61,463     $     63,614     $     65,840     $     68,145    
   Miscellaneous Expenses                $     38,836     $     40,001     $     41,201     $     42,437     $     43,710    
                                         ------------     ------------     ------------     ------------     ------------    
   Subtotal-Nonrecoverable:              $    616,972     $    638,372     $    660,515     $    683,426     $    707,134    
                                       
   TOTAL OPERATING EXPENSES:             $  6,120,667     $  6,333,724     $  6,557,290     $  6,827,792     $  7,129,579    
   Operating Expense Ratio                       31.2%            31.9%            32.2%            32.7%            33.1%   
                                       
NET OPERATING INCOME                     $ 12,911,463     $ 13,048,031     $ 13,264,811     $ 13,462,561     $ 14,678,867    
                                       
   Alterations                           $     89,389     $    185,910     $     76,514     $    702,351     $  1,286,272
   Commissions                           $     19,454     $     40,840     $     16,653     $    153,622     $    280,370
   Replacement Reserve                   $     77,795     $     80,518     $     83,336     $     86,253     $     89,272
                                         ------------     ------------     ------------     ------------     ------------    
   Subtotal:                             $    186,638     $    307,268     $    176,503     $    942,226     $  1,655,914
                                       
NET CASH FLOW                            $ 12,724,825     $ 12,740,763     $ 13,088,308     $ 12,520,335     $ 13,022,953    
=============================================================================================================================
</TABLE>

<TABLE>
<CAPTION>
===============================================================================
ANNUAL CASH FLOW REPORT ("As Is" Analysis)
The Mall of New Hampshire                                 CAGR      CAGR
Cushman & Wakefield, Inc.                  2009         1999-08   2001-08
===============================================================================
<S>                                     <C>            <C>       <C> 
OPERATING INCOME
- ----------------                                                     

   MINIMUM RENT
   Mall Shop Tenants                    $ 14,285,520        2.5%    2.4%
   Food Court Tenants                   $  1,313,505        3.3%    2.8%
   Kiosk Tenants                        $    190,172        2.6%    3.2%
                                        ------------        ---     --- 
   SUBTOTAL:                            $ 15,789,197        2.6%    2.5%
                                       
   RECOVERIES                          
   CAM Recoveries                       $  5,019,802        2.7%    2.9%
   TAX Recoveries                       $  2,979,573        3.9%    3.8%
                                        ------------        ---     --- 
   SUBTOTAL:                            $  7,999,375        3.1%    3.2%
                                       
   Overage Rent                         $     34,116       12.1%   11.9%
                                       
   GROSS RENTAL INCOME:                 $ 23,822,688        2.8%    2.7%
- ----------------------------            ------------        ---     --- 
   Specialty Leasing                    $    933,891        2.7%    3.0%
   Miscellaneous                        $    107,513         --      --
   Vacancy/Credit Loss                  ($ 1,191,133)       2.8%    2.7%
- ----------------------------            ------------        ---     --- 
   TOTAL INCOME:                        $ 23,672,959        2.8%    2.8%
                                                                 
OPERATING EXPENSES                     
- ------------------                                                     
                                       
   RECOVERABLE EXPENSES                
   Common Area Maintenance              $  2,990,589        3.5%    3.5%
   Real Estate Taxes                    $  2,871,674        4.0%    4.0%
   Management Fee                       $    833,750        3.0%    3.6%
                                        ------------        ---     --- 
   Subtotal-Recoverable:                $  6,696,013        3.7%    3.7%
                                       
   NON-RECOVERABLE                     
   General & Administrative             $    616,114        3.5%    3.5%
   Marketing Expense                    $     70,530        3.5%    3.5%
   Miscellaneous Expenses               $     45,021        3.0%    3.0%
                                        ------------        ---     --- 
   Subtotal-Nonrecoverable:             $    731,665        3.5%    3.5%
                                       
   TOTAL OPERATING EXPENSES:            $  7,427,678        3.6%    3.7%
   Operating Expense Ratio                      33.7%      32.7%   31.4%
                                       
NET OPERATING INCOME                    $ 16,245,281        2.4%    2.3%
                                       
   Alterations                         
   Commissions                         
   Replacement Reserve                 
   Subtotal:                           
                                       
NET CASH FLOW                                               1.8%    0.7%
===============================================================================
</TABLE>


<PAGE>




<TABLE>
<CAPTION>
=============================================================================================================================
INCOME & EXPENSE GROWTH CHART
The Mall of New Hampshire                                                                                                    
Cushman & Wakefield, Inc.              1999           2000            2001           2002            2003           2004     
=============================================================================================================================
<S>                               <C>            <C>             <C>            <C>             <C>            <C>           
Minimum Rent:                       $11,266,679    $11,913,840     $11,975,433    $12,052,669     $12,101,193    $12,359,628 
Effective Gross Income:             $17,007,119    $17,802,614     $18,029,078    $18,311,124     $18,558,540    $19,032,130 
Operating Expenses:                    $520,275       $538,317        $556,985       $576,302        $596,290       $616,972 
Net Operating Income:               $11,837,534    $12,452,601     $12,498,809    $12,595,697     $12,643,319    $12,911,463 
</TABLE>


<TABLE>
<CAPTION>
===================================================================================================================================
INCOME & EXPENSE GROWTH CHART
The Mall of New Hampshire                                                                                           CAGR     CAGR
Cushman & Wakefield, Inc.              2005            2006           2007            2008           2009         1999-08  2001-08
===================================================================================================================================
<S>                               <C>             <C>            <C>             <C>            <C>               <C>      <C> 
Minimum Rent:                       $12,486,858     $12,649,096    $12,883,941     $14,189,657    $15,789,197       2.6%     2.5%
Effective Gross Income:             $19,381,755     $19,822,101    $20,290,353     $21,808,446    $23,672,959       2.8%     2.8%
Operating Expenses:                    $638,372        $660,515       $683,426        $707,134       $731,665       3.5%     3.5%
Net Operating Income:               $13,048,031     $13,264,811    $13,462,561     $14,678,867    $16,245,281       2.4%     2.3%
</TABLE>


                            INCOME & EXPENSE GROWTH

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

<PAGE>

                                                 INCOME CAPITALIZATION APPROACH
- -------------------------------------------------------------------------------

        The revenues and expenses which an informed investor may expect to
incur from the subject property will vary, without a doubt, over the holding
period. Major investors active in the market for this type of real estate
establish certain parameters in the computation of these cash flows and
criteria for decision making which this valuation analysis must include if it
is to be truly market-oriented. These current computational parameters are
dependent upon market conditions in the area of the subject property as well as
the market parameters for this type of real estate which we view as being
national in scale.

        By forecasting the anticipated income stream and discounting future
value at reversion into a current value, the capitalization process may be
applied to derive a value that an investor would pay to receive that particular
income stream. Typical investors price real estate on their expectations of the
magnitude of these benefits and their judgment of the risks involved. Our
valuation endeavors to reflect the most likely actions of typical buyers and
sellers of property interest similar to the subject.

        An analytical real estate computer model that simulates the behavioral
aspects of property and examines the results mathematically is employed for the
discounted cash flow analysis. In this instance, it is the PRO-JECT PLUS+
computer model. Since investors are the basis of the marketplace in which the
subject property will be bought and sold, this type of analysis is particularly
germane to the appraisal problem at hand. On the FACING PAGE is a summary of
the expected annual cash flows from the operation of the subject over the
stated investment holding period ("AS IS"). The reader will note that the pro
forma is presented on a fiscal basis commencing in April of each year. A
separate pro forma for the "As Stabilized" analysis is presented in the addenda
of this report.

        A general outline summary of the major steps involved may be listed as
follows:

        1.    Analysis of the income stream: establishment of an economic
              (market) rent for tenant space; projection of future revenues
              annually based upon existing and pending leases; probable
              renewals at market rentals; and expected vacancy experience;

        2.    Estimation of a reasonable period of time to achieve stabilized
              occupancy of the existing property and make all necessary
              improvements for marketability;

        3.    Analysis of projected escalation recovery income based upon an
              analysis of the property's history as well as the experiences of
              reasonably similar properties;

        4.    Derivation of the most probable net operating income and pre-tax
              cash flow (net income less reserves, tenant improvements, leasing
              commissions and any extraordinary expenses to be generated by the
              property) by subtracting all property expenses from the effective
              gross income; and

        5.    Estimation of a reversionary sale price based upon capitalization
              of the net operating income (before reserves, tenant improvements
              and leasing commissions or other capital items) at the end of the
              projection period.

- -------------------------------------------------------------------------------
                                     -90-
<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================
RECENT LEASING ACTIVITY - MALL SHOP TENANTS BY SIZE
THE MALL OF NEW HAMPSHIRE
Cushman & Wakefield, Inc.
====================================================================================================================================
                                                       LEASE                   INITIAL    INITIAL       FINAL      FINAL   % CHANGE
          TENANT CATEGORY                   LEASE       TERM      AREA         ANNUAL      RENT/        ANNUAL     RENT/    IN RENT
          (BY SIZE/AREA)                    COMM.      (YRS)     (SQ/FT)        RENT       SQ/FT         RENT      SQ/FT   OVER TERM
====================================================================================================================================
<S>                                          <C>        <C>         <C>        <C>         <C>          <C>        <C>        <C>  
1. TENANTS < 1,000 SQ/FT
   Cinnabon                                  8/97       10.5        821        $60,000     $73.08       $70,000    $85.26     16.7%
   Golden Nails                             12/97        5.2        750        $45,000     $60.00       $45,000    $60.00      0.0%
   Mothertime                               11/97        9.3      1,000        $39,990     $39.99       $45,000    $45.00     12.5%
   Select Comfort                            8/97        9.5        800        $45,000     $56.25       $45,000    $56.25      0.0%
   Suglass Hut Sport                         5/97       10.8        735        $54,993     $74.82       $54,993    $74.82      0.0%
   Watch Worl                               11/97       10.3        699        $40,000     $57.22       $45,000    $64.38     12.5%
   Whitehall Co.                             2/97       11.0        675        $70,000    $103.70       $70,000   $103.70      0.0%
   --------------                            ----       ----        ---        -------    -------       -------   -------      ----
   SUBTOTAL:                         7                   9.5      5,480       $354,983     $64.78      $374,993    $68.43      5.6%
- ------------------------------------------------------------------------------------------------------------------------------------
2. TENANTS 1,001-2,000 SQ/FT
   Aerosoles                                 4/97        9.8      1,494        $52,290     $35.00       $67,230    $45.00     28.6%
   Afterthoughts                             5/98        9.8      1,305        $60,000     $45.98       $60,000    $45.98      0.0%
   Aldo                                      7/97       10.6      1,575        $55,000     $34.92       $60,000    $38.10      9.1%
   Athlete's Foot                            2/97       10.0      1,536        $60,000     $39.06       $60,000    $39.06      0.0%
   Blazing T's                               8/97        6.5      1,245        $50,000     $40.16       $60,000    $48.19     20.0%
   Candy Express                             8/97        7.5      1,057        $60,000     $56.76       $60,000    $56.76      0.0%
   Easy Spirit                               5/97       10.8      1,411        $42,330     $30.00       $45,152    $32.00      6.7%
   Electronic's Boutique                     5/97        9.8      1,150        $50,000     $43.48       $55,000    $47.83     10.0%
   Five-Seven-Nine                          11/97       10.3      1,545        $43,260     $28.00       $46,350    $30.00      7.1%
   G & G Rave                                4/97       10.8      1,993        $59,790     $30.00       $67,742    $33.99     13.3%
   Gadzooks                                  4/98        9.8      1,779        $64,764     $36.40       $71,960    $40.45     11.1%
   Garden Botanika                           5/97       10.8      1,629        $61,902     $38.00       $68,418    $42.00     10.5%
   Great Expectations                        5/97        6.8      1,150        $64,998     $56.52       $64,998    $56.52      0.0%
   Hot Topic                                 5/97       10.8      1,250        $56,250     $45.00       $58,125    $46.50      3.3%
   The Icing                                 5/97        9.7      1,373        $53,000     $38.60       $53,000    $38.60      0.0%
   News Shop                                 2/98       10.0      1,150        $70,000     $60.87       $75,000    $65.22      7.1%
   Nine West                                11/97       10.3      1,313        $39,390     $30.00       $42,000    $31.99      6.6%
   Noah's                                    8/97        9.5      1,477        $62,034     $42.00       $66,465    $45.00      7.1%
   Perfumania                                4/98        9.8      1,200        $45,000     $37.50       $55,000    $45.83     22.2%
   Spencer Gifts                             1/98       10.1      1,977        $79,080     $40.00       $79,080    $40.00      0.0%
   Track N Trail                             6/97        9.7      1,870        $65,450     $35.00       $65,450    $35.00      0.0%
   Trade Secret                              8/97       10.4      1,245        $50,000     $40.16       $65,451    $52.57     30.9%
   Tri Travel                                9/97       10.4      1,198        $32,490     $27.12       $37,497    $31.30     15.4%
   Yankee Candle                             3/97        9.9      1,600        $55,000     $34.38       $75,000    $46.88     36.4%
   Zales                                     2/98        8.0      1,080       $149,990    $138.88      $149,990   $138.88      0.0%
   -----                                     ----                 -----       --------    -------      --------   -------      --- 
   SUBTOTAL:                        25                   9.7     35,602     $1,482,018     $41.63    $1,608,908    $45.19      8.6%
- ------------------------------------------------------------------------------------------------------------------------------------
3. TENANTS 1,400-2,399 SQ/FT
   Citizen's Bank                            8/97       10.5      2,171        $99,996     $46.06       $99,996    $46.06      0.0%
   Drivin' Style                             3/98        8.8      2,329        $70,010     $30.06       $74,505    $31.99      6.4%
   Footlocker                                2/98       10.0      2,692       $100,000     $37.15      $100,000    $37.15      0.0%
   GNC Live Well                             2/98       10.0      2,760       $120,150     $43.53      $120,150    $43.53      0.0%
   Hammet's Leraning World                   4/97        7.8      2,696        $72,792     $27.00       $78,157    $28.99      7.4%
   Innovation Luggage                        9/97        9.4      2,972        $80,244     $27.00       $95,074    $31.99     18.5%
   Kids Footlocker                           5/98        9.8      2,050        $61,500     $30.00       $71,750    $35.00     16.7%
   Lechters                                  3/98        9.9      2,950        $79,650     $27.00       $94,400    $32.00     18.5%
   Pacific Sunwear                           6/97       10.7      3,000        $90,000     $30.00       $90,000    $30.00      0.0%
   Parade of Shoes                           5/98        9.8      3,117        $90,393     $29.00       $90,393    $29.00      0.0%
   Radio Shack                               7/97        9.6      2,230        $69,977     $31.38       $69,977    $31.38      0.0%
   Space Center                              6/98        8.7      2,361       $140,000     $59.30      $140,000    $59.30      0.0%
   Things Remembered                         4/97        9.8      2,250        $78,750     $35.00       $90,000    $40.00     14.3%
   World of Science                          6/97       10.7      2,562        $76,860     $30.00       $89,670    $35.00     16.7%
   ----------------                          ----       ----      -----        -------     ------       -------    ------     ---- 
   SUBTOTAL:                        14                   9.7     36,140     $1,230,322     $34.04    $1,304,072    $36.08      6.0%
- ------------------------------------------------------------------------------------------------------------------------------------
4. TENANTS 3,501-5,000 SQ/FT
   Bertucci's                               11/97       15.3      4,800       $120,000     $25.00      $144,000    $30.00     20.0%
   Britches                                  5/97        9.8      4,501       $112,480     $24.99      $125,983    $27.99     12.0%
   Contempo Casuals                          5/98        9.8      4,103       $102,575     $25.00      $102,575    $25.00      0.0%
   Cookin                                    2/98        5.0      3,837       $149,988     $39.09      $115,110    $30.00    -23.3%
   Eye World                                 1/97        6.1      4,480       $184,979     $41.29      $184,979    $41.29      0.0%
   Hallmark                                  5/97       10.8      3,780       $129,780     $34.33      $148,320    $39.24     14.3%
   Learning Smith                            5/98       10.8      3,627       $119,691     $33.00      $119,691    $33.00      0.0%
   Lenscrafters                              8/97        9.5      3,709       $111,270     $30.00      $111,270    $30.00      0.0%
   Paul Harris                               4/98        9.8      5,000       $140,000     $28.00      $150,000    $30.00      7.1%
   Ruby Tuesday                             11/97       12.3      4,992       $124,401     $24.92      $134,385    $26.92      8.0%
   ------------                             -----       ----      -----       --------     ------      --------    ------      --- 
   SUBTOTAL:                        10                   9.9     42,829     $1,295,164     $30.24    $1,336,313    $31.20      3.2%
- ------------------------------------------------------------------------------------------------------------------------------------
5. TENANTS 5,000-7,500 SQ/FT
   Eddie Bauer                               5/97       10.8      6,722       $161,328     $24.00      $161,328    $24.00      0.0%
   Eastern Mount. Sports                     4/97        9.8      6,945       $208,350     $30.00      $208,350    $30.00      0.0%
   Gap/Gap Kids                             10/97       12.3      9,913       $327,129     $33.00      $336,943    $33.99      3.0%
   Limited Express                          10/97       10.3      6,172       $185,160     $30.00      $185,160    $30.00      0.0%
   Record Town                               5/97       10.8      6,926       $212,975     $30.75      $212,975    $30.75      0.0%
   -----------                               ----       ----      -----      ---------    -------     ---------   -------      ----
   SUBTOTAL:                         5                  10.8     36,678     $1,094,942     $29.85    $1,104,756    $30.12      0.9%
- ------------------------------------------------------------------------------------------------------------------------------------



<PAGE>
6. TENANTS 7,500 SQ/FT +
   Finish Line                               9/97       10.4      9,581       $172,458     $18.00      $172,458    $18.00      0.0%
   Northern Experience                       5/98        9.8      8,000       $200,000     $25.00      $200,000    $25.00      0.0%
   Olympia Sports Ctr.                      11/97       10.3     15,000       $225,000     $15.00      $225,000    $15.00      0.0%
   -------------------                      -----       ----     ------      ---------    -------     ---------   -------      ----
   SUBTOTAL:                         3                  10.1     32,581       $597,458     $18.34      $597,458    $18.34      0.0%
====================================================================================================================================
SURVEY TOTAL:                       64                   8.5    189,310     $6,054,887     $31.98    $6,326,500    $33.42      4.5%
====================================================================================================================================
</TABLE>

<PAGE>

                                                 INCOME CAPITALIZATION APPROACH
- -------------------------------------------------------------------------------

=============================
DISCOUNTED CASH FLOW
=============================


POTENTIAL GROSS REVENUES

        The total potential gross revenues generated by the subject property
are composed of a number of distinct elements: minimum rent determined by lease
agreement; additional overage rent based upon a percentage of retail sales;
reimbursement of certain expenses incurred in the ownership and operation of
the real estate; and other miscellaneous revenues. Minimum base rent represents
a legal contract establishing a return to investors in the real estate, while
the passing-on of certain expenses to tenants serves to maintain this return in
an era of continually rising costs of operation. Additional rent based upon a
percentage of retail sales experienced at the subject serves to preserve the
purchasing power of the residual income to an equity investor over time.
Finally, miscellaneous income adds an additional source of revenue in the
complete operation of the subject property.


MINIMUM RENTAL INCOME

        Minimum rent produced by the subject property is derived from that paid
by the various tenant types. The projection utilized in this analysis is based
upon the actual rent roll and our projected leasing schedule in-place as of the
date of appraisal, together with our assumptions as to the absorption of the
vacant space, market rent growth, and renewal/turnover probability. We have
incorporated all executed leases in our analysis. These transactions represent
a reasonable and prudent assumption from an investor's standpoint.

        The rental income which an asset such as the subject property will
generate for an investor is analyzed as to its quality, quantity, and
durability. The quality and probable duration of income will affect the amount
of risk which an informed investor may expect over the property's useful life.
Segregation of the income stream along these lines allows us to control the
variables related to the center's forecasted performance with greater accuracy.
Each tenant type lends itself to a specific weighting of these variables as the
risk associated with each varies.

        Minimum rents forecasted at the subject property are essentially
derived from various tenant categories, namely specialty tenant revenues
consisting of all in-line shops, outparcel leases, and anchor/major tenant
revenues. In our investigation and analysis of the marketplace, we have
surveyed, and ascertained where possible, rent levels being commanded by
competing centers. However, it should be recognized that large retail shopping
centers are generally considered to be separate entities by virtue of age and
design, accessibility, visibility, tenant mix, and the size and purchasing
power of its trade area. Consequently, the best measure of minimum rental
income is its actual rent roll leasing schedule. As such, our analysis of
recently negotiated leases for tenants at the subject provides important
insight into perceived market rent levels for the property. Inasmuch as a
tenant's ability to pay rent is based upon expected sales achievement, the
level of negotiated rents is directly related to the individual tenant's
perception of their expected performance at the center.

- -------------------------------------------------------------------------------
                                     -91-
<PAGE>

                                                 INCOME CAPITALIZATION APPROACH
- -------------------------------------------------------------------------------

MALL SHOPS

        Our analysis of market rent levels for in-line mall shops has resolved
itself to a variety of influencing factors. Although it is typical that larger
tenant spaces are leased at lower per square foot rates and lower percentages,
the type of tenant as well as the variable of location within the mall can
often distort this size/rate relationship. The following chart presents an
analysis of in-line shop rents based upon leases in-place for 1998:

<TABLE>
<CAPTION>
========================================================================================
LEASES IN-PLACE - 1998 MALL SHOP TENANTS
THE MALL OF NEW HAMPSHIRE
Cushman & Wakefield, Inc.
- ----------------------------------------------------------------------------------------
       SUITE SIZE               Applicable      Pro-Rata       Initial        Rent Per
        Category                   Sq/Ft         Share       Market Rent     Square Ft.
========================================================================================
<S>                              <C>              <C>          <C>             <C>   
   Under     1,000  SF           8,292   SF       2.85%        $601,545        $72.55
   1,001  -  2,000  SF          49,542   SF      17.00%      $2,302,099        $46.47
   2,001  -  3,500  SF          48,765   SF      16.73%      $1,684,366        $34.54
   3,501  -  5,000  SF          66,215   SF      22.72%      $2,053,483        $31.01
   5,001  -  7,500  SF          69,229   SF      23.76%      $1,964,767        $28.38
    Over     7,500  SF          49,360   SF      16.94%      $1,173,170        $23.77
========================================================================================
   Mall Shop Average Rent:     291,403   SF     100.00%      $9,779,430        $33.56
========================================================================================
Note: Tenants in place for a partial year have been annualized
</TABLE>

        From the chart, we would expect to see a general pattern of an inverse
relationship between suite size and rent. That is, as the suite size increases,
the average unit base rent achieved declines. As can be seen, lease rates
generally have an inverse relationship with suite size and show an overall
average rent of about $33.56 per square foot.


RECENT LEASING ACTIVITY

        To better understand in-line rent levels at the property, we have
broken down the analysis into recent leasing activity to calculate current
rental rates. The chart on the FACING PAGE presents an overview of recent
in-line shop leasing for the subject property based upon actual, executed
leases and several leases which are out-for-signature.

        As shown, 64 leases have been surveyed, reflecting an overall average
rent of $33.42 per square foot. The highest rent is attained from Group 1
(Tenants < 1,000 SF) with an average of $68.43 per square foot. The averages
generally decline by size category to $18.34 for Group 6 (Tenants > 7,500 SF).

- -------------------------------------------------------------------------------
                                     -92-
<PAGE>

                                                 INCOME CAPITALIZATION APPROACH
- -------------------------------------------------------------------------------

        o     SHOPS < 1,000 SQ/FT - There have been seven recent leases in this
              size category over the past year. Initial lease rates ranged from
              $39.99 to $103.70 per square foot with an overall average of
              $64.78 per square foot. This average is lower than the "leases
              in-place" analysis. Of the seven leases four remained flat over
              the term, while the remaining three had steps of 12.5 to 16.7
              percent over the term.

        o     SHOPS 1,001-2,000 SQ/FT - This category of leases has been the
              most active over the past year with 25 new deals. Initial lease
              rates range from $27.12 to $138.88 per square foot. Further
              analysis reveals that most leases were accomplished in the $30.00
              to $40.00 per square foot range. The inclusion of the Zales
              Jewelry lease at $138.88 per square foot skews the overall
              average upward slightly. Omitting this tenant from the analysis
              reduces the average to $38.58 per square foot. Overall the recent
              leases are slightly below the "leases in place analysis".
              Escalation's in base rent are more frequent in this size category
              and are more aggressive, increases the base rental in some cases
              by over 30%.

        o     SHOPS 2,001-3,500 SQ/FT - Fourteen leases were included in this
              size category. Initial base rents range from $27.00 to $59.30 per
              square foot with an overall average of $34.04 per square foot.
              This average is generally consistent with our "lease in plan
              analysis". Lease terms approximate 10 years and approximately 50%
              of the leases included escalation over the term.

        o     SHOPS 3,501-5,000 SQ/FT - Category 4 shows ten transactions with
              an average rental rate of $30.24 per square foot which is
              consistent with the results of our leases in-place analysis.
              Lease terms of ten years are common with escalations prevalent in
              60 percent of the transaction. It is noted that one of the leases
              (Cookin) actually has a reduction in rental over the lease term,
              a result of the restructuring of the tenant's originally lease.

        o     SHOPS 5,001-7,500 SQ/FT - This size grouping suggests an average
              rental rate of $29.85 per square foot. With the exception of the
              Eddie Bauer lease, the rates in this category show little
              variance.

        o     SHOPS > 7,500 SQ/FT - There were three recent leases in this size
              category. Lease rates range substantially from $15.00 to $25.00
              per square foot with an overall average of $18.34 per square
              foot.


        These transactions implicitly support the assumption that, typically,
there is an inverse correlation between unit rates and the amount of space
being leased. We recognize that, in practice, there are unit rate gradations
with tenant categories based on such attributes as location within the
center/building, unit frontage and depth, tenant type and credit worthiness,
concessions/tenant allowances, etc. However, as the tenant mix and
configuration may not be fixed over time, it is more appropriate to estimate
what the average base rent levels paid at the property would be for the
different tenant categories.

        The subject property recently underwent a complete renovation and
expansion. As part of this redevelopment the majority of the mall shop leases
were restructured. This accounts for

- -------------------------------------------------------------------------------
                                     -93-
<PAGE>

                                                 INCOME CAPITALIZATION APPROACH
- -------------------------------------------------------------------------------

the substantial leasing activity which has occurred over the past twelve months
(189,310 square feet). We would note that from a comparison of leases in-place
with the most recent leasing activity, it is clear that the most recent leases
indicate a slight downward trend in rental achievements. This is probably a
reflection of the fact that the most desirable spaces in the center were leased
first and thus the recent leases reflect less desirable space in terms of
location or configuration. It is important to note that there was not a wide
discrepancy in rental achievements and that our final rental conclusions
represent an average for all space in a particular category.


LEASE TERM AND STEPS

        As can be seen from the recent leasing data, lease terms generally
range from 5-10 years, with overall rent steps generally ranging from 0.0-30.0
percent over the term. The average lease term is calculated to be 8.5 years,
with an average overall rent increase of 4.5 percent over the term.


MARKET COMPARISONS - OCCUPANCY COST RATIOS

        In further support of developing a forecast for market rent levels, we
have undertaken a comparison of minimum rent to projected sales and total
occupancy costs to sales ratios. Generally, our research and experience with
other regional malls shows that the ratio of minimum rent to sales falls within
the 7.0 to 10.0 percent range in the initial year of the lease, with 7.5
percent to 8.5 percent being most typical. By adding additional costs to the
tenant, such as real estate tax and common area maintenance recoveries, a total
occupancy cost may be derived. Expense recoveries and other tenant charges can
add up to 100 percent of minimum rent and comprise the balance of total tenant
costs.

        The typical range for total occupancy cost-to-sales ratios falls
between 11.0 and 15.0 percent. As a general rule, where sales exceed $275 to
$300 per square foot, 14.0 to 15.0 percent would be a reasonable cost of
occupancy. Experience and research show that most tenants will resist total
occupancy costs that exceed 15.0 to 18.0 percent of sales. Obviously, this
comparison will vary from tenant to tenant and property to property.

        In higher end markets where tenants are able to generate sales above
industry averages, tenants can generally pay rents which fall toward the upper
end of the ratio range. Moreover, if tenants perceive that their sales will be
increasing at real rates that are in excess of inflation, they will typically
be more inclined to pay higher initial base rents. Obviously, the opposite
would be true for poorer performing centers in that tenants would be squeezed
by the thin margins related to below average sales. With fixed expenses
accounting for a significant portion of the tenants contractual obligation,
there would be little room left for base rent.

        In this context, we have provided an occupancy cost analysis for
several regional malls with which we have had direct insight over the past
year. This information is provided on the FOLLOWING PAGE. On average, these
ratio comparisons provide a realistic check against projected market rental
rate assumptions.

- -------------------------------------------------------------------------------
                                     -94-


<PAGE>



<TABLE>
<CAPTION>
===================================================================================
OCCUPANCY COST ANALYSIS/COMPARISON
Cushman & Wakefield, Inc
- -----------------------------------------------------------------------------------
                                                       BUDGET      YEAR       NO.
 NO.               AREA LOCATION               STATE    YEAR      BULIT     STORIES
- -----------------------------------------------------------------------------------
<S>   <C>                                     <C>     <C>      <C>         <C>
 **   ULI-Super-Regional Malls                US      1996         --      --
 **   ULI-Regional Malls                      US      1996         --      --
 **   ICSC-AllEnclosed Malls                  US      1995         --      --
 **   ICSC-Malls (greater than) 1,000,000sf   US      1995         --      --
  1   San Jose MSA                            CA      1997        1986     2
  2   San Francisco MSA                       CA      1997      1954/88    2
  3   San Franciso MSA                        CA      1997        1988     8
  4   Ontario MSA                             CA      1997        1996     1
  5   Sancramento County MSA                  CA      1996     1957/81/9   2
  6   Riverside County MSA                    CA      1995      1970/91    1
  7   Fairfield County MSA                    CT      1995      1986/91    2
  8   Daytona Beach MSA                       FL      1996     1974/90/9   1
  9   Miami MSA                               FL      1995        1982     1
 10   Gainsville MSA                          GA      1997      1964/879   1
 11   Bloomingdale MSa                        IL      1995     1981/88/9   2
 12   Indianapolis MSA                        IN      1995      1968/87    1
 13   North/Central Kansas                    KS      1995      1987/90    1
 14   Alexandria                              LA      1996      1973/86    1
 15   Monroe MSA                              LA      1996        1985     1
 16   Boston MSA                              MA      1997        1989     3
 17   Boston MSA                              MA      1997      1989/92    1
 18   Bristol County MSA                      MA      1996      1992/93    2
 19   Boston MSA                              MA      1996     1966/93/9   2
 20   Worcester County MSA                    MA      1996      1971/87    1
 21   Baltimore MSA                           MD      1997     1959/82/9   4
 22   Baltimore MSA                           MD      1997      1956/91    1
 23   Westminster MSA                         MD      1997      1987/94    1
 24   Washington-Caltimore                    MD      1996      1979/93    2
 25   Genesee County MSA                      MI      1995      1980/93    1
 26   Minneapolis MSA                         MN      1995      1962/94    1
 27   St Louis MSA                            MO      1996      1974/94    2
 28   Las Vegas MSA                           NV      1997      1992/97    1
 29   Rochester MSA                           NY      1997     1971/86/9   1
 30   Orange County MSA                       NY      1997        1980     1
 31   ChmungCounty MSA                        NY      1997     1967/81/9   2
 32   Syracuse MSA                            NY      1997      1988/94    1
 33   Syracuse MSA                            BY      1997      1954/97    1
 34   Whitr Plains MSA                        NY      1996      1980/93    4
 35   Queens County MSA                       BY      1996     1973/90/0   4
 36   Buffalo MSA                             NY      1996      1985/89    1
 37   Dayton MSA                              OH      1997      1969/94    2
 38   Cincinnati MSA                          OH      1996     1956/88/9   2
 39   Bucks County MSA                        PA      1995      1968/75    1
 40   Johnson City                            TN      1996     1971/91/9   2
 41   Nashville MSA                           TN      1995        1990     2
 42   Amarillo                                TX      1995      1982/86    1
 43   Burlington MSA                          VT      1995     1979/89/9   1
 44   Washington D.C. MSA                     VA      1996     1968/86/9   2
 45   Prince William Cty. MSA                 VA      1997     1972/88/9   1
 46   Norfolk-Chesapeake MSA                  VA      1997     1981/88/9   2
 47   Seattle MSA                             WA      1995      1979/95    1
      Survey Low:
      Survey High:
      Survey
===================================================================================

<CAPTION>
==================================================================================================
           TOTAL        SHOP       AVG.       REC-        AVG.       RENT-      TOTAL
 NO.        GLA         GLA        RENT      OVERIES      SALES      SALES      COST     LOCATION
- --------------------------------------------------------------------------------------------------
<S>   <C>            <C>       <C>         <C>        <C>          <C>       <C>        <C>
 **   1,037,007      351,721   $ 16.54     $  9.31    $   203.87   8.1%      12.7%         --
 **     519,721      243,928   $ 10.44     $  4.89    $   180.78   5.8%       8.5%         --
 **     582,893      261,553   $ 12.05     $  5.82    $   176.16   6.8%      10.1%         --
 **   1,206,874      407,060   $ 20.01     $ 12.57    $   271.64   7.4%      12.0%         --
  1   1,139,384      394,496   $ 38.95     $ 20.15    $   593.00   6.6%      10.0%      Suburban
  2     854,164      266,413   $ 33.75     $ 22.52    $   407.00   8.3%      13.8%      Urban
  3     499,930      183,430   $ 53.60     $ 32.45    $   540.00   9.9%      15.9%      Urban
  4   1,536,223      508,942   $ 23.00     $ 13.10    $   280.00   8.2%      12.9%      Suburban
  5   1,066,161      410,168   $ 34.40     $ 18.25    $   400.00   8.6%      13.2%      Suburban
  6   1,044,536      411,640   $ 22.59     $ 17.00    $   250.00   9.0%      15.8%      Suburban
  7   1,270,146      499,888   $ 32.00     $ 17.20    $   425.00   7.5%      11.6%      Suburban
  8   1,064,922      246,379   $ 25.42     $ 12.12    $   300.00   8.5%      12.5%      Suburban
  9   1,120,827      290,385   $ 29.36     $ 16.55    $   355.00   8.3%      12.9%      Subrban
 10     518,422      191,919   $ 16.50     $  8.06    $   239.00   6.9%      10.3%      Suburban
 11   1,292,186      427,609   $ 21.84     $ 10.37    $   250.00   8.7%      12.9%      Suburban
 12   1,239,059      260,359   $ 22.43     $  9.00    $   235.00   9.5%      13.4%      Suburban
 13     400,307      185,324   $ 14.97     $ 10.31    $   212.00   7.1%      11.9%      Suburban
 14     873,833      292,560   $ 16.00     $ 12.67    $   216.00   7.4%      13.3%      Suburban
 15     920,779      338,875   $ 19.62     $  9.77    $   271.00   7.2%      10.8%      Suburban
 16     650,804      329,573   $ 38.88     $ 22.80    $   403.00   9.6%      15.3%      Urban
 17     770,575      276,681   $ 19.30     $ 13.19    $   253.00   7.6%      12.8%      Suburban
 18     998,436      341,949   $ 21.80     $ 12.16    $   257.00   8.5%      13.2%      Suburban
 19   1,155,068      431,068   $ 41.79     $ 13.08    $   426.00   9.8%      12.9%      Suburban
 20     445,875      182,372   $ 22.36     $ 14.93    $   288.00   7.8%      12.9%      Suburban
 21     952,021      532,892   $ 32.65     $ 14.08    $   379.00   8.6%      12.3%      Suburban
 22     862,313      241,146   $ 19.00     $ 14.51    $   255.00   7.5%      13.1%      Suburban
 23     525,702      194,271   $ 16.30     $ 14.67    $   238.00   6.8%      13.0%      Suburban
 24     661,534      245,112   $ 19.22     $ 19.77    $   257.00   7.5%      15.2%      Suburban
 25     451,036      230,625   $ 16.00     $  9.01    $   219.00   7.3%      11.4%      Suburban
 26     982,228      201,561   $ 21.00     $ 22.51    $   262.00   8.0%      16.6%      Suburban
 27     442,321      181,608   $ 30.00     $ 13.93    $   365.00   8.2%      12.0%      Suburban
 28     475,940      475,940   $ 90.00     $ 27.47    $ 1,250.00   7.2%       9.4%      Urban
 29   1,122,021      427,019   $ 24.00     $ 11.55    $   280.00   8.6%      12.7%      Suburban
 30     465,984      153,331   $ 18.00     $ 14.64    $   264.00   6.8%      12.4%      Suburban
 31     910,623      306,188   $ 15.25     $  9.20    $   220.00   6.9%      11.1%      Suburban
 32     789,032      302,979   $ 17.50     $ 13.25    $   210.00   8.3%      14.6%      Suburban
 33   1,006,645      403,672   $ 17.00     $ 11.97    $   200.00   8.5%      14.5%      Suburban
 34     882,728      326,813   $ 32.65     $ 25.84    $   344.00   9.5%      17.0%      Urban
 35     625,659      149,971   $ 54.00     $ 46.37    $   670.00   8.1%      15.0%      Urban
 36     753,105      285,771   $ 19.67     $ 14.83    $   250.00   7.9%      13.8%      Suburban
 37   1,329,514      446,381   $ 26.20     $ 10.81    $   286.00   9.2%      12.9%      Suburban
 38   1,117,491      381,943   $ 35.74     $ 13.67    $   400.00   8.9%      12.4%      Suburban
 39     248,309      305,212   $ 19.35     $ 10.00    $   239.00   8.1%      12.3%      Suburban
 40     557,715      223,110   $ 17.50     $  8.71    $   207.00   8.5%      12.7%      Suburban
 41     716,462      373,662   $ 15.25     $ 13.30    $   180.00   8.5%      15.9%      Suburban
 42     998,508      316,190   $ 18.00     $  7.53    $   200.00   9.0%      12.8%      Duburban
 43     490,424      185,398   $ 23.00     $  9.51    $   294.00   7.8%      11.1%      Suburban
 44   1,446,222      784,575   $ 25.00     $ 12.63    $   320.00   7.8%      11.8%      Suburban
 45     716,800      302,900   $ 21.50     $ 14.57    $   240.00   9.0%      15.0%      Suburban
 46     770,209      306,890   $ 20.70     $ 12.30    $   272.00   7.6%      12.1%      Suburban
 47   1,012,754      311,019   $ 27.35     $  7.86    $   325.00   8.4%      10.8%      Suburban
        348,309      149,971   $ 10.44     $  4.89    $   176.16   5.8%       8.5%
      1,536,223      784,575   $ 90.00     $ 46.37    $ 1,250.00   9.9%      17.0%
        853,185      320,205   $ 25.48     $ 14.56    $   314.87   8.1%      12.9%
==================================================================================================
</TABLE>




<PAGE>

<TABLE>
<CAPTION>
========================================================================================
AVERAGE MARKET RENT - MALL SHOPS THE MALL OF NEW HAMPSHIRE Cushman &
Wakefield, Inc.
- ----------------------------------------------------------------------------------------
         SUITE SIZE             APPLICABLE     PRO-RATA        INITIAL       WEIGHTED
          CATEGORY                SQ/FT         SHARE        MARKET RENT      AVERAGE
========================================================================================
<S>                             <C>                <C>          <C>             <C>  
      Under     1,000  SF       12,642  SF         3.98%        $70.00          $2.79
      1,001  -  2,000  SF       49,542  SF        15.59%        $50.00          $7.80
      2,001  -  3,500  SF       60,146  SF        18.93%        $35.00          $6.63
      3,501  -  5,000  SF       70,805  SF        22.28%        $30.00          $6.69
      5,001  -  7,500  SF       75,253  SF        23.68%        $27.50          $6.51
       Over     7,500  SF       49,360  SF        15.53%        $25.00          $3.88
========================================================================================
     MALL SHOP AVERAGE RENT:   317,748  SF       100.00%                       $34.29
========================================================================================
</TABLE>

<TABLE>
<CAPTION>
=============================================================
            OTHER COMPONENTS                    SQ/FT
=============================================================
<S>                                           <C>      
    Food Court Tenants                        7,755  SF
    Kiosk Tenants                             1,890  SF
    Non-Owned Anchor Tenants                463,620  SF
=============================================================
    PROPERTY TOTAL                          791,013  SF
=============================================================
</TABLE>

<PAGE>

                                                 INCOME CAPITALIZATION APPROACH
- -------------------------------------------------------------------------------

==============================================================================
                    IN-LINE RENT COMPARISONS AND CONCLUSIONS
- ------------------------------------------------------------------------------
                            Leases
      Size Category        In-Place         Recent Leasing      C&W Conclusion
- ------------------------------------------------------------------------------
<          1,000 SF        $72.55/SF           $64.78/SF           $70.00/SF
- ------------------------------------------------------------------------------
1,001  -   2,000 SF        $46.47/SF           $41.63/SF           $50.00/SF
- ------------------------------------------------------------------------------
2,001  -   3,500 SF        $34.54/SF           $34.04/SF           $35.00/SF
- ------------------------------------------------------------------------------
3,501  -   5,000 SF        $31.01/SF           $30.24/SF           $30.00/SF
- ------------------------------------------------------------------------------
5,001  -   7,500 SF        $28.38/SF           $29.85/SF           $27.50/SF
- ------------------------------------------------------------------------------
>          7,500 SF        $23.77/SF           $18.34/SF           $25.00/SF
- ------------------------------------------------------------------------------
Average                    $33.56/SF           $31.98/SF           $34.29/SF
==============================================================================

        As discussed, the average rental rate for all in-place leases as of
this writing is approximately $33.56 per square foot. By comparison, recent
lease transactions show an overall average rental rate of $31.98 per foot.
Looking at a pure rent-to-sales ratio, it would appear that the subject could
support an average rent between $32.00 and $34.00.

        After considering all of the above, we have developed a weighted
average rental rate of approximately $34.29 per square foot based upon a
relative weighting of tenant space by size. The average rent is a weighted
average rent for all in-line mall tenants only. This average market rent has
been allocated to space as shown on the FACING PAGE.

        It is emphasized that the ascribed rent categories provide a rough
approximation of market rent levels for a particular suite. This methodology is
given more credence when projecting rent levels for vacant space where a
potential tenant is unknown and their sales performance is difficult to
forecast. Also guiding our analysis is the tenant's location in the mall (i.e.
side court vs. center court), its merchandise category and sales history.


OCCUPANCY COST - TEST OF REASONABLENESS

        Our weighted average rent can next be tested against total occupancy
costs in the mall based upon the standard recoveries for new mall tenants. A
total built-up occupancy cost can be derived by taking the weighted average
rent and adding projected occupancy costs for tenants in the mall. This total
can then be tested against the average sales for mall tenants. Our total
occupancy cost analysis can be found on the following chart.

- -------------------------------------------------------------------------------
                                     -97-
<PAGE>

<TABLE>
<CAPTION>
==================================================================================================================================
LEASES IN-PLACE - FOOD COURT 
THE MALL OF NEW HAMPSHIRE 
Cushman & Wakefield, Inc.
==================================================================================================================================
                                             LEASE                   INITIAL     INITIAL        FINAL       FINAL       % CHANGE
    TENANT CATEGORY              LEASE        TERM       AREA        ANNUAL       RENT/        ANNUAL       RENT/       IN RENT
    (BY SIZE/AREA)               COMM.       (YRS)      (SQ/FT)       RENT        SQ/FT         RENT        SQ/FT      OVER TERM
==================================================================================================================================
<S>                              <C>          <C>          <C>       <C>          <C>          <C>          <C>           <C> 
    Au Bon Pain                  2/94         10.0         825       $75,999      $92.12       $79,992      $96.96        5.3%
    Auntie Anne's                8/93          5.5         418       $48,618     $116.31       $51,050     $122.13        5.0%
    Dairy Treats                 8/98          9.5         540       $49,999      $92.59       $49,999      $92.59        0.0%
    Master Wok                   6/98         10.7         750      $120,000     $160.00      $120,000     $160.00        0.0%
    McDonald's                   6/98          9.7         750       $90,000     $120.00       $90,000     $120.00        0.0%
    Mrs. Field's Cookies         2/93          6.0         600       $69,996     $116.66       $69,996     $116.66        0.0%
    Sbaro                        7/98         10.6         896      $174,998     $195.31      $174,998     $195.31        0.0%
                                 ----         ----         ---      --------     -------      --------     -------        --- 
    SUBTOTAL:               7                  8.8       4,779      $629,610     $131.75      $636,035     $133.09        1.0%
==================================================================================================================================
</TABLE>

<PAGE>

                                                 INCOME CAPITALIZATION APPROACH
- -------------------------------------------------------------------------------

        ===============================================================
                    Total Occupancy Cost Analysis - CY 1998
        ---------------------------------------------------------------
               Tenant Cost                      Estimated Expenses/SF
        ===============================================================
        Economic Base Rent
            Weighted Average Rent                              $ 34.29
        ---------------------------------------------------------------
        Occupancy Costs *
            Common Area Maintenance              (1)(1)        $ 12.13
        ---------------------------------------------------------------
                 Real Estate Taxes               (2)(2)         $ 6.71
        ---------------------------------------------------------------
        Total Tenant Costs                                     $ 53.13
        ---------------------------------------------------------------
        Projected Average Sales (1998)                        $ 370.53
        ===============================================================
        Rent to Sales Ratio                                      9.25%
        ---------------------------------------------------------------
        Cost of Occupancy Ratio                                 14.34%
        ===============================================================
        (1)  CAM reimbursement is based on leased mall area (LMA).
             The calculation is based upon our the standard lease
             clause which provides for CAM to be passed through with
             a 15.0% administrative fee, less anchor contributions.
             The standard denominator is based on leased or occupied
             area.  A complete discussion of the standard recovery
             formula is presented later in this report.
        (2)  Tax pass-through is based upon leased mall area (LMA)
             which is the standard recovery basis for taxes, less
             anchor contributions.
        ===============================================================

        Total costs, on average, are shown to be nearly 14.34 percent of
projected average FY 1999 retail sales which we feel is reasonable for a center
of the subject's caliber with relatively strong average sales.

        We would note that energy costs have been excluded from this occupancy
cost analysis. Since energy usage varies from tenant to tenant, this cost is
usually not considered in such an analysis. However, where energy is separately
metered by ownership and billed to tenants with a mark-up or profit, we are
inclined to recognize the profit portion as an added cost since it is over an
above what the tenant would typically expect to pay.

        In other instances, energy is purchased by ownership at wholesale
prices and sold to tenants at the retail rate. Otherwise, tenant energy costs
are usually considered as another cost of doing business. At the subject
property, we are advised that energy is billed directly by the utility company.
As such, we have excluded it from our analysis.

        We have also compared the projected occupancy cost with that
historically achieved by the subject. We have calculated historical occupancy
cost for the center in aggregate from the owner's 1997 profit and loss
statement and have compared this figure with the comparable store sales
achieved in the same year. These calculation are presented in the following
table:

- -------------------------------------------------------------------------------
                                     -98-
<PAGE>

                                                 INCOME CAPITALIZATION APPROACH
- -------------------------------------------------------------------------------

            ========================================================
                                                           YE 1997
                                            YE 1997          PSF
            --------------------------------------------------------
            Minimum Rent                 $  7,939,747       $35.60
            Percentage Rent              $          0
                                         ------------
            Total Rent                   $  7,939,747       $35.60
            Common Area Maintenance      $  2,982,738       $13.37
            Real Estate Taxes            $    815,400       $ 3.66
                                                            ------
            Total Occupancy Costs         $11,737,885       $52.62
            
            
            1997 Comparable Store Sales                       $358
            
            Rent to Sales Ratio                              9.94%
            Cost of Occupancy Ratio                         14.70%
            
            Note: Based on 223,053 feet of occupied mall store
                  space (December 1997)
            ========================================================

        As presented, our projections are generally consistent with the
historical experience of the property. A tenant by tenant occupancy cost
analysis is also provided in the addenda of this report.


FOOD COURT TENANTS

        For this analysis, we have ascribed an individual unit market rate to
food court tenants. A new food court is under construction at the subject
property. Upon completion the food court will contain 7,755 square feet within
11 units, indicating an average size of 705 square feet per unit which is
consistent with national averages. Food court rent commitments are summarized
on the FACING PAGE. It is noted that leases are generally written for five to
ten-year terms with most leases remaining flat over the term. of the lease.

        As can be seen, 7 leases are currently in-place at the subject. The
leases range from $48,618 to $174,998 per year, and average about $90,000 per
unit. On a per square foot basis, rents in the food court range from $92.12 (Au
Bon Pain) to $195.31 (Sabaro). The overall average rent within the food court
is calculated to be $131.75 per square foot.

        In addition to actual leasing at the subject, we have looked at a
sampling of recent leasing activity in other mall food courts. The average rent
attainment levels for food courts in various malls for which we have documented
information is presented in the addenda of this report. The chart shows that
the surveyed food courts range in size from 5,502 to 10,337 square feet. The
average attained rent is $78.96 per square foot. When matched against average
food court sales, base rent-to-sales ratios range from 8.4 to 17.5 percent,
with a mean of 12.9 percent.

- -------------------------------------------------------------------------------
                                     -99-

<PAGE>


<TABLE>
<CAPTION>
=========================================================================================================================
COMPARABLE FOOD COURT RENTS (AND SALES PRODUCTIVITY)*
CUSHMAN & WAKEFIELD, INC.
- -------------------------------------------------------------------------------------------------------------------------
                                                                                                     TOTAL       TOTAL
                                             MALL        FOOD        AVG.      AVG.   RENT/SALES   OCCUPANCY   OCCUPANCY
                 PROPERTY                  SHOP GLA   COURT GLA   BASE RENT   SALES      RATIO       COST**    COST RATIO
=========================================================================================================================
<S>                                       <C>        <C>         <C>         <C>     <C>          <C>         <C>
The Score - 1995                             N/A         8,591    $  39.77    $472        8.4%     $  65.75       13.9%
All US Enclosed Malls
- -------------------------------------------------------------------------------------------------------------------------
The Score - 1995                             N/A        10,337    $  59.42    $599       10.3%     $  91.86       15.3%
Malls  (greater than)  1,000,000 Sq. Ft.
- -------------------------------------------------------------------------------------------------------------------------
Natick Mall                                436,700       7,299    $ 136.39    $779       17.5%     $ 176.00       22.7%
Natick, MA
- -------------------------------------------------------------------------------------------------------------------------
Galleria at Crystal Run                    360,735       8,085    $ 109.13    $667       16.4%     $ 147.00       22.0%
Middletown, NY
- -------------------------------------------------------------------------------------------------------------------------
Smith Haven Mall                           505,200       6,047    $  85.67    $815       10.5%     $ 157.50       19.3%
Lake Grove, NY
- -------------------------------------------------------------------------------------------------------------------------
Carousel Center                            652,700      10,154    $ 134.34    $800       16.8%     $ 187.00       23.4%
Syracuse, NY
- -------------------------------------------------------------------------------------------------------------------------
Alderwood Mall                             311,000       8,252    $  73.24    $600       12.2%     $  88.00       14.6%
Lynnwood, WA
- -------------------------------------------------------------------------------------------------------------------------
Towson Town Center                         532,892       8,941    $ 105.00    $810       13.0%     $ 152.00       18.2%
Towson, Maryland
- -------------------------------------------------------------------------------------------------------------------------
Silver City Galleria                       349,107       9,412    $ 106.44    $616       17.3%     $ 139.00       22.5%
Taunton, MA
- -------------------------------------------------------------------------------------------------------------------------
Galleria at White Plains                   326,800       9,693    $  67.19    $773        8.9%     $ 136.00       17.6%
White Plains, NY
- -------------------------------------------------------------------------------------------------------------------------
Wilton Mall                                256,700       7,303    $  46.33    $515        9.0%     $  75.00       14.5%
Saratoga, NY
- -------------------------------------------------------------------------------------------------------------------------
Manassas Mall                              260,360       6,231    $  46.97    $489        9.6%     $  79.11       16.2%
Manassas, VA
- -------------------------------------------------------------------------------------------------------------------------
University Mall                            185,400       5,502    $  60.10    $489       12.3%     $  69.50       14.0%
South Burlington, VT
- -------------------------------------------------------------------------------------------------------------------------
Mall at Fairfield Commons                  327,200       9,080    $  90.09    $661       13.6%     $ 100.50       15.2%
Beavercreek, OH
- -------------------------------------------------------------------------------------------------------------------------
Brandon Town Center                        359,600       7,337    $  65.56    $500       13.1%     $  95.25       19.1%
Brandon, FL
- -------------------------------------------------------------------------------------------------------------------------
Boulevard Mall                             260,749       8,945    $  60.84    $496       12.3%     $  94.04       18.1%
Amherst, NY
=========================================================================================================================
HI:                                        652,700      10,337    $ 136.39    $815       17.5%     $ 187.00       23.4%
LOW:                                       185,400       5,502    $  39.77    $472        8.4%     $  65.75       13.9%

MEAN:                                      366,082       8,201    $  80.41    $630       12.6%     $ 115.84       17.9%
=========================================================================================================================
 * All values are reported per square foot unless otherwise noted.
** Inclusive of all operating expenses including food court charges.
=========================================================================================================================
</TABLE>

<PAGE>

                                                 INCOME CAPITALIZATION APPROACH
- -------------------------------------------------------------------------------

        Occupancy costs tend to be much higher for food court tenants compared
to the other in-line shops. In addition to paying all mall charges, food court
tenants are usually assessed an additional charge for operation and maintenance
of the common seating area which typically contains 400 to 600 seats. These
costs typically include housekeeping, supplies, and other expenses associated
with operation of the food court. Industry-wide, these expenses average about
$15.89 per square foot. For centers over 1,000,000 square feet, the average is
$17.85 per square foot. A number of reimbursement structures are common,
including a pro-rata pass-through of the expense; a flat amount per square
foot; a multiple of tenant sales; or some combination of each. Probably the
most common charge is based upon a rate equal to 3.0 percent of a tenant's
sales. As can be seen, total occupancy costs in our survey range from 13.9 to
23.4 percent and average 18.2 percent.

        With an average achieved rent of $131.75 per square foot, the subject
falls at the upper end of the range for the comparables presented. Since the
food court at the subject property is being redesigned, historical sales
volumes are not relevant. Based upon a rent-to-sales ratio of 16 percent tenant
sales of $823 per square foot would be required to support the contract rents.
This level of sales is at the upper end of those properties survey but appears
reasonable given the recent renovation of the property and its overall sales
performance.


KIOSK TENANTS

        We have also ascribed a separate rental rate for kiosk tenants at the
subject property. As of this writing, the lease plan provides for 3 permanent
kiosks at the property, totaling about 470 square feet, an average of 157
square feet per unit. The leases range from approximately $42,000 (Plumb Gold)
to $52,500 (Instant Jewelry Repair) per year, with an overall average of about
$46,800 per unit per year ($297.88 per square foot). Based upon our experience
with other malls and our analysis of the kiosks in-place, we have utilized an
average market rent of approximately $300.00 per square foot for kiosks at the
subject property.


CONCESSIONS

        Developers and owners have a number of methods to induce tenants to
locate at their properties. Included among these concession packages are free
rent, tenant build-out costs, and cash allowances. Concessions are typically
dependent upon local market practice and/or the strength of the particular
property or mall owner/developer.

        FREE RENT

        Management reports that free rent has been a relative non-issue with
        new retail tenants at the subject. It has generally been limited to one
        or two months while a tenant completes build-out within their suite. A
        review of the most recent leasing confirms this observation. Our
        experience with regional malls shows that free rent is generally
        limited to new projects in marginal locations without strong anchor
        tenants that are having trouble leasing, or older centers that are
        losing tenants to new malls in their trade area. Accordingly, we do not
        believe that it will be necessary to offer free rent to tenants at the
        subject. It is noted that, while we have not ascribed any free rent for
        new tenants, we have made allowances for tenant workletter which acts
        as a form of inducement to convince tenants to locate at the subject.

- -------------------------------------------------------------------------------
                                     -100-
<PAGE>

                                                INCOME CAPITALIZATION APPROACH 
- ------------------------------------------------------------------------------

 TENANT IMPROVEMENTS 

    A review of the sixteen most recent deals (totaling 44,347 square feet) 
    indicated that a tenant improvement allowance was included in five of the 
    transactions. The remaining eleven deals were accomplished with the tenant 
    paying for all improvements. An allowance ranged from $50,000 (Gadzooks) 
    to $306,592 (Finish Line). Overall the allowance equaled $20.75 per square 
    foot of leased area. Discussions with management indicated that this 
    allowance was above a stabilized level due to the recent expansion of the 
    center and shell condition of many first generation spaces. Based upon our 
    experience with other malls, a TI allowance of approximately $8.00 to 
    $20.00 per square foot can be fairly typical. Generally, allowances vary 
    lease by lease, depending upon build-out requirements and rental rates 
    achieved. For this analysis, we have made an allowance of $15.00 per 
    square foot (1998) for future turnover space where a tenant is projected 
    to leave their space. It is our experience that the majority of renewal 
    deals are accomplished on an as is basis with the tenant responsible for 
    the cost of any retrofitting the space. Therefore we would be inclined to 
    include a relatively nominal renewal allowance of $1.00 to $2.00 per 
    square foot. Typical underwriting guidelines for securitized mortgages 
    require a renewal allowance of $5.00 per square foot, which in our opinion 
    is rather conservative. In compliance with the guidelines we have included 
    a $5.00 per square foot renewal allowance but have considered its effect 
    on value in our yield rate selection. Based upon our 65/35 percent renewal 
    probability for tenants, the weighted average allowance is $8.50 per 
    square foot. 

ABSORPTION/LEASE-UP 

   For this analysis, we have identified approximately 26.234 (plus or minus) 
square feet of currently vacant mall shop space, equivalent to 8.01 percent 
of mall shop area. In forecasting the scheduled absorption of vacant space, 
we have considered that the nature of prospective activity remains good. To 
this end, management has been working actively with a number of strong 
national and regional tenants. 

   On balance, we believe that it is reasonable to forecast a 12 month 
absorption period for the subject. Our schedule reflects that the mall should 
absorb the vacant space through April 1999. The absorption of 26,234 (plus or 
minus) square feet over a 12-month period is equal to roughly 6,556 (plus or 
minus) square feet per quarter or 2,186 (plus or minus) square feet per 
month. 

   Based on these lease-up assumptions, the following chart tracks occupancy 
at the subject property through fiscal 2000. 

<TABLE>
<CAPTION>
   ANNUAL AVERAGE 
     OCCUPANCY 
- ------------------- 
 YEAR    OCCUPANCY 
- ------  ----------- 
<S>     <C>
 1999      93.09% 
 2000      99.75% 
- ------  ----------- 
</TABLE>

- ------------------------------------------------------------------------------
                                     -101-

<PAGE>

<TABLE>
<CAPTION>
==============================================================================================================================
                                                                   ---------------------------------------------------------
    LEASE-UP/ABSORPTION PROJECTIONS                                    Applicable GLA
    THE MALL OF NEW HAMPSHIRE                                          Shops, Food, Kiosks:                       327,393
                                                                   ---------------------------------------------------------
    Cushman & Wakefield, Inc.
==============================================================================================================================
        SUITE                                               DEMISED          PROJECTED         RENT PER           PROJECTED
         NO.                  DESCRIPTION                    AREA           ANNUAL RENT          SQ/FT           LEASE DATE
==============================================================================================================================
<S>                  <C>                                     <C>               <C>               <C>                   <C>
         S137        Vacant In-Line                          1,000             $70,000           $70.00            Apr-99
         S139        Vacant In-Line                            600             $42,000           $70.00            Apr-99
         E151        Vacant In-Line                          2,431             $85,085           $35.00            Apr-99
         E155        Vacant In-Line                            832             $58,240           $70.00            Apr-99
         S162        Vacant In-Line                          6,024            $165,660           $27.50            Jul-98
         E129        Vacant In-Line                            532             $37,240           $70.00            Oct-98
         E126        Vacant In-Line                            664             $46,480           $70.00            Apr-99
         W127        Vacant In-Line                          4,590            $137,700           $30.00            Oct-98
         W124        Vacant In-Line                          3,125            $109,375           $35.00            Jan-99
         S163        Vacant In-Line                          3,460            $121,100           $35.00            Jan-99
         F100        Vacant Food Court                         468             $63,180          $135.00            Oct-98
         F103        Vacant Food Court                         928            $125,280          $135.00            Oct-98
         F105        Vacant Food Court                         855            $115,425          $135.00            Apr-99
         F115        Vacant Food Court                         725             $97,875          $135.00            Apr-99
==============================================================================================================================
                     SURVEY TOTAL:                          26,234          $1,274,640           $48.59
                     Vacancy Rate:                           8.01%
==============================================================================================================================
</TABLE>

<PAGE>

                                                INCOME CAPITALIZATION APPROACH 
- ------------------------------------------------------------------------------

RENT GROWTH RATES 

   Market rent will, over the life of a prescribed holding period, quite 
obviously follow an erratic pattern. A review of investor's expectations 
regarding income growth shows that projections generally range between 3.0 
and 4.0 percent for retail centers. Cushman & Wakefield's Summary 1997 survey 
of pension funds, REITs, bank and insurance companies, and institutional 
advisors reveals that current income forecasts are utilizing average annual 
growth rates between 2.0 and 5.0 percent for Class A Regional Mall 
properties. The low and high means are shown to be 3.0 and 3.4 percent, 
respectively. For Class B Regional Malls, income growth projections show a 
low and high mean of 2.8 percent. The Fourth Quarter 1997 Korpacz Survey 
cites an average growth rate of 2.97 percent for Regional Malls. 

   The tenants' ability to pay rent is closely tied to its increases in 
sales. However, rent growth can be more impacted by competition and 
management's desire to attract and keep certain tenants that increase the 
center's synergy and appeal. Based upon our total analysis, we have 
forecasted market rent to grow by 3.5% per annum throughout the projection. 

RELEASING ASSUMPTION 

   Typical underwriting guidelines dedicate a 65:35 rollover:turnover 
probability. This retention rate is below that typically associated with a 
well performing regional center. Given the subject's recent renovation and 
strong sales performance we would be inclined to include a tenant retention 
rate of 75 percent. Nevertheless, we have included this assumption based upon 
the underwriting guidelines but have considered its effect on value in our 
determination of an appropriate yield rate. 

   Our global market assumptions for tenants may be summarized as shown on 
the following chart. 

<TABLE>
<CAPTION>
                                    RENEWAL ASSUMPTIONS 
- ------------------------------------------------------------------------------------------ 
                      LEASE                        FREE        TENANT           LEASE 
    TENANT TYPE       TERM        RENT STEPS       RENT      ALTERATIONS     COMMISSIONS 
=================  ========== =================  ======== ===============  =============== 
<S>                <C>        <C>                <C>      <C>              <C>
In-Line Shops      10 yrs        One 4.5% Step      No           Yes             Yes 
- -----------------  ---------- -----------------  -------- ---------------  --------------- 
Food Court         10 yrs        One 4.5% Step      No           Yes             Yes 
- -----------------  ---------- -----------------  -------- ---------------  --------------- 
Kiosks             3 yrs             Flat           No           Yes             Yes 
=================  ========== =================  ======== ===============  =============== 
</TABLE>

OVERAGE RENT 

   In addition to minimum base rent, many tenants at the subject property 
have contracted to pay a percentage of their gross annual sales over a 
pre-established base amount as overage rent. Because of the dynamics of the 
economy and marketplace, it is difficult to predict with accuracy what sales 
will be on an individual tenant level. As such, we have utilized actual 
tenant sales for year-end 1997 and grown sales by our sales growth 
assumption. For new tenants, we have assumed that no overage rent will be 
achieved. 

- ------------------------------------------------------------------------------
                                     -102-

<PAGE>

                                                 INCOME CAPITALIZATION APPROACH
- -------------------------------------------------------------------------------

SALES GROWTH RATES

        In the Regional Analysis section of this report we cite that retail
sales in the Hillsborough County region have been increasing at a compound
annual rate of 40 percent per annum during the 1980s, according to Woods &
Poole(2). During the 1990s sales growth has been more modest but is anticipated
to increase at 6.49 percent per annum through 2005. According to both the
Cushman & Wakefield and Korpacz surveys, major investors are looking at a range
of growth rates of 0.0 percent initially, to a high of 5.0 percent in their
computational parameters. Most typically, growth of 3.0-4.0 percent are seen in
these surveys. After considering our analysis, we have forecasted the following
sales growth rates:

                 ============================================
                         SALES GROWTH RATE FORECAST
                 --------------------------------------------
                      PERIOD                    GROWTH RATE *
                 ============================================
                  1998                               + 3.5%
                 --------------------------------------------
                  Thereafter                         + 3.5%
                 ============================================
                 * Growth rate over previous year's rent.
                   In Pro-Ject+, a 3.5% increase in 1998
                   impacts the following year's growth.
                 ============================================

EXPENSE REIMBURSEMENTS

        By lease agreement, tenants at the subject are required to reimburse
the lessor for certain operating expenses. Included among these operating items
are real estate taxes and common area maintenance (including insurance).
Miscellaneous income is essentially derived from specialty leasing for
temporary tenants, Christmas kiosks, sprinkler charges and other miscellaneous
charges.

        COMMON AREA MAINTENANCE

        Under the standard lease, specialty tenants are required to reimburse
        ownership for their pro-rata share of common area costs. A 15.0 percent
        fee is added to common area costs to cover administrative expenses. The
        standard CAM recovery is calculated on the basis of a tenant's pro-rata
        share determined on leased mall area, net of anchor tenants. Most
        pro-rata share calculations have a "floor" of 80.0-95.0 percent.
        Provided below is a summary of the standard clause that exists for
        specialty tenants at the mall.

       ===================================================================
                 COMMON AREA MAINTENANCE RECOVERY CALCULATION
       ===================================================================
       CAM Expense:   Actual hard cost for year including interest and
                      depreciation but excluding management
       -------------------------------------------------------------------
       Add:           15.0% Administrative Fee
       -------------------------------------------------------------------
       Add:           Management Fee
       -------------------------------------------------------------------
       Less:          Contributions from anchor and major tenants
       -------------------------------------------------------------------
       Equals:        Net pro-ratable CAM billable to mall tenants on the
                      basis of leased mall area (LMA).
       ===================================================================

- --------------
(2) Woods & Poole figure is based on real growth adjusted for inflation.

- -------------------------------------------------------------------------------
                                     -103-
<PAGE>

<TABLE>
<CAPTION>
=============================================================================================================================
                                                                                                                             
INCOME & EXPENSE ANALYSIS                                                                                                    
THE MALL OF NEW HAMPSHIRE                                                                                                    
Cushman & Wakefield, Inc.                                                                                                    
                                                                                                                             
=============================================================================================================================
                                                        Per Sq/Ft                    Per Sq/Ft                    Per Sq/Ft  
                                             ACTUAL       of GLA          ACTUAL       of GLA                       of GLA   
                                              1995         1995            1996         1996           1997          1997    
=============================================================================================================================
<S>                                      <C>            <C>           <C>            <C>           <C>            <C>        
- ---------------------------------
OPERATING INCOME
- ---------------------------------
                                                                                                                             
    MINIMUM RENT                                                                                                             
    Base Rent:                           $  7,071,210   $   32.14     $  7,093,125   $   32.24     $  7,939,747   $   24.25  
    Percentage Rent:                     $   (10,110)   $  (0.05)     $     22,509   $    0.10     $          -   $       -  
    Specialty Leasing:                   $    661,642   $    3.01     $    730,701   $    3.32     $    863,647   $    2.64  
                                         ------------------------     ------------------------     ------------------------  
    SUBTOTAL:                            $  7,722,742   $   35.10     $  7,846,335   $   35.67     $  8,803,394   $   26.89  
                                                                                                                             
    RECOVERY INCOME                                                                                                          
    CAM Income:                          $  1,704,465   $    7.75     $  1,592,828   $    7.24     $  2,982,738   $    9.11  
    Tax Income:                          $    637,658   $    2.90     $    701,399   $    3.19     $    815,409   $    2.49  
    Utility Income:                      $          -   $       -     $     42,712   $    0.19     $     54,670   $    0.17  
                                         ------------------------     ------------------------     ------------------------  
    SUBTOTAL:                            $  2,342,123   $   10.65     $  2,336,939   $   10.62     $  3,852,817   $   11.77  
                                                                                                                             
    OTHER INCOME                                                                                                             
    Miscellaneous Income:                $    144,173   $    0.66     $    186,570   $    0.85     $    282,171   $    0.86  
                                         ------------------------     ------------------------     ------------------------  
    SUBTOTAL:                            $    144,173   $    0.66     $    186,570   $    0.85     $    282,171   $    0.86  
                                                                                                                             
    POTENTIAL GROSS INCOME               $ 10,209,038   $   46.40     $ 10,369,844   $   47.14     $ 12,938,382   $   39.52  
    Less Vacancy                                                                                                             
                                         ------------------------     ------------------------     ------------------------  
    EFFECTIVE GROSS INCOME               $ 10,209,038   $   46.40     $ 10,369,844   $   47.14     $ 12,938,382   $   39.52  
                                                                                                                             
                                                                                                                             
- ---------------------------------                                                                                            
OPERATING EXPENSES                                                                                                           
- ---------------------------------                                                                                            
                                                                                                                             
    CAM - MAINTENANCE                                                                                                        
       Payroll                           $    268,293   $    1.22     $    295,864   $    1.34     $    308,505   $    0.94  
       Cleaning Services                 $          -   $       -     $          -   $       -     $    250,053   $    0.76  
       Contract Services                 $    246,592   $    1.12     $    275,089   $    1.25     $    134,181   $    0.41  
       Materials & Supplies              $     27,923   $    0.13     $     24,789   $    0.11     $     48,460   $    0.15  
       Repairs & Maintenance             $     31,286   $    0.14     $     19,468   $    0.09     $     34,413   $    0.11  
       Equipment Rental                  $        754   $    0.00     $        483   $    0.00     $     90,013   $    0.27  
       Utilities                         $    248,093   $    1.13     $    225,158   $    1.02     $    354,865   $    1.08  
       Office Expense                    $     27,641   $    0.13     $     30,388   $    0.14     $     50,032   $    0.15  
       Roof Repairs                      $        860   $    0.00     $      4,329   $    0.02     $      1,697   $    0.01  
       Parking Lot Repairs               $      7,479   $    0.03     $          -   $       -     $          -   $       -  
       Parking Lot Rental                $          -   $       -     $          -   $       -     $     10,395   $    0.03  
       Road Repair                       $      1,970   $    0.01     $        900   $    0.00     $          -   $       -  
       Other Expenses                    $          -   $       -     $          -   $       -     $      4,319   $    0.01  
                                         ------------------------     ------------------------     ------------------------  
    Sub-total Maintenance                $    860,891   $    3.91     $    876,468   $    3.98     $  1,286,933   $    3.93  
                                                                                                                             
    CAM - LANDSCAPING                                                                                                        
       Contract Services                 $     32,720   $    0.15     $     21,165   $    0.10     $     31,389   $    0.10  
       Materials & Supplies              $     17,936   $    0.08     $      9,105   $    0.04     $     11,599   $    0.04  
       Repairs & Maintenance             $      1,162   $    0.01     $        105   $    0.00     $          -   $       -  
                                         ------------------------     ------------------------     ------------------------  
    Sub-total Landscaping                $     51,818   $    0.24     $     30,375   $    0.14     $     42,988   $    0.13  
                                                                                                                             
    CAM - SECURITY EXPENSE                                                                                                   
       Payroll                           $     41,059   $    0.19     $     49,586   $    0.23     $     64,020   $    0.20  
       Contract Services                 $    231,798   $    1.05     $    234,766   $    1.07     $    307,581   $    0.94  
       Materials & Supplies              $      6,457   $    0.03     $      6,854   $    0.03     $     11,394   $    0.03  
       Repairs & Maintenance             $      1,992   $    0.01     $      4,075   $    0.02     $      4,681   $    0.01  
       Equipment Rental                  $      5,410   $    0.02     $      9,149   $    0.04     $      9,754   $    0.03  
       Telephone                         $        416   $    0.00     $        279   $    0.00     $          -   $       -  
                                         ------------------------     ------------------------     ------------------------  
    Sub-total Security                   $    287,132   $    1.31     $    304,709   $    1.39     $    397,430   $    1.21  
                                                                                                                             
    CAM - UNCONTROLLABLE                                                                                                     
       Snow Removal                      $    188,921   $    0.86     $    281,098   $    1.28     $    347,889   $    1.06  
       Insurance                         $     58,284   $    0.26     $     30,722   $    0.14     $     52,619   $    0.16  
       Miscellaneous                     $    121,956   $    0.55     $     40,652   $    0.18     $          -   $       -  
                                         ------------------------     ------------------------     ------------------------  
    Sub-total Uncontrollable             $    247,205   $    1.12     $    311,820   $    1.42     $    400,508   $    1.22  
                                                                                                                             
    TOTAL CAM                            $  1,447,046   $    6.58     $  1,523,372   $    6.92     $  2,127,859   $    6.50  
    ---------                                                                                                                
                                                                                                                             
    MANAGEMENT FEE                       $    279,726   $    1.27     $    284,020   $    1.29     $    326,428   $    1.00  
    --------------                                                                                                           
                                                                                                                             
    REAL ESTATE TAXES                    $    693,531   $    3.15     $    780,089   $    3.55     $    976,737   $    2.98  
    -----------------                                                                                                        



<PAGE>
    GENERAL & ADMINISTRATIVE                                                                                                 
       Utilities:                        $          -   $       -     $          9   $    0.00     $        937   $    0.00  
       Office Expense                    $      5,694   $    0.03     $      6,158   $    0.03     $      4,540   $    0.01  
       Specialty Leasing                 $    163,276   $    0.74     $    178,065   $    0.81     $    224,458   $    0.69  
       Accounting & Auditing             $    113,281   $    0.51     $    126,692   $    0.58     $    105,534   $    0.32  
       Professional Fees - Legal         $     63,105   $    0.29     $     67,117   $    0.31     $    132,578   $    0.40  
       Professional Fees  - Other        $     31,549   $    0.14     $     48,390   $    0.22     $     22,307   $    0.07  
       Insurance                         $          -   $       -     $         85   $    0.00     $          -   $       -  
       Bad Debt                          $     17,671   $    0.08     $     76,015   $    0.35     $      (690)              
       State Profits Tax                 $     65,531   $    0.30     $     29,906   $    0.14     $     62,112   $    0.19  
       Contributions                     $          -   $       -     $          -   $       -     $      2,500   $    0.01  
                                         ------------------------     ------------------------     ------------------------  
    Sub-total G & A                      $    460,107   $    2.09     $    532,437   $    2.42     $    554,276   $    1.69  
                                                                                                                             
       Sales & Promotion                 $     50,741   $    0.23     $     45,536   $    0.21     $     50,004   $    0.15  
       Miscellaneous                     $    865,011   $    3.93     $     11,163   $    0.05     $     23,250   $    0.07  
                                                                                                                             
                                                                                                                             
    TOTAL - NONRECOVERABLE:              $  1,375,859   $    6.25     $    589,136   $    2.68     $    627,530   $    1.92  
                                                                                                                             
    TOTAL OPERATING EXPENSES             $  3,796,162   $   17.26     $  3,176,617   $   14.44     $  4,058,554   $   12.40  
    Operating Expense Ratio                    --           37.2%           --           30.6%           --           31.4%  
                                                                                                                             
- ---------------------------------                                                                                            
NET OPERATING INCOME                     $  6,412,876   $   29.15     $  7,193,227   $   32.70     $  8,879,828   $   27.12  
- ---------------------------------                                                                                                
=============================================================================================================================
</TABLE>

<TABLE>
<CAPTION>
==============================================================================================
                                                 ---------------------------------------------
INCOME & EXPENSE ANALYSIS                        GROSS LEASABLE AREA (1995-1996):     220,000
THE MALL OF NEW HAMPSHIRE                        GROSS LEASABLE AREA (1997-FY99):     327,393
Cushman & Wakefield, Inc.                        (MALL SHOPS, KIOSKS, OUTPAD)
                                                 ---------------------------------------------
==============================================================================================
                                                         Per Sq/Ft          C&W      Per Sq/Ft
                                             BUDGET        of GLA         FORECAST    of GLA
                                              1998          1998           FY1999     FY1999
==============================================================================================
<S>                                      <C>            <C>           <C>            <C>     
- ---------------------------------
OPERATING INCOME
- ---------------------------------
                                         
    MINIMUM RENT                                        
    Base Rent:                           $ 10,746,903   $   32.83     $ 10,690,699   $  32.65
    Percentage Rent:                     $     17,643   $    0.05     $     28,114   $   0.09
    Specialty Leasing:                   $    458,311   $    1.40     $    450,000   $   1.37
                                         ------------------------     -----------------------
    SUBTOTAL:                            $ 11,222,857   $   34.28     $ 11,168,813   $  34.11
                                                       
    RECOVERY INCOME                                    
    CAM Income:                          $  3,949,475   $   12.06     $  3,739,622   $  11.42
    Tax Income:                          $  2,100,396   $    6.42     $  1,987,742   $   6.07
    Utility Income:                      $     60,035   $    0.18     $     60,000   $   0.18
                                         ------------------------     -----------------------
    SUBTOTAL:                            $  6,109,906   $   18.66     $  5,787,364   $  17.68
                                                       
    OTHER INCOME                                       
    Miscellaneous Income:                $     19,525   $    0.06     $     20,000   $   0.06
                                         ------------------------     -----------------------
    SUBTOTAL:                            $     19,525   $    0.06     $     20,000   $   0.06
                                                       
    POTENTIAL GROSS INCOME               $ 17,352,288   $   53.00     $ 16,976,177   $  51.85
    Less Vacancy                                                      $    822,307   $   2.51
                                         ------------------------     -----------------------
    EFFECTIVE GROSS INCOME               $ 17,352,288   $   53.00     $ 16,153,870   $  49.34
                                                                                                                                
- ---------------------------------                                
OPERATING EXPENSES                                               
- ---------------------------------                                
                                                                 
    CAM - MAINTENANCE                                            
       Payroll                           $    287,633   $    0.88
       Cleaning Services                 $    297,417   $    0.91
       Contract Services                 $    144,388   $    0.44
       Materials & Supplies              $     42,535   $    0.13
       Repairs & Maintenance             $     23,946   $    0.07
       Equipment Rental                  $     74,236   $    0.23
       Utilities                         $    408,464   $    1.25
       Office Expense                    $     44,171   $    0.13
       Roof Repairs                      $     17,314   $    0.05
       Parking Lot Repairs               $     13,000   $    0.04
       Parking Lot Rental                $     16,475   $    0.05
       Road Repair                       $      1,000   $    0.00
       Other Expenses                    $          -   $       -
                                         ------------------------
    Sub-total Maintenance                $  1,370,579   $    4.19
                                                       
    CAM - LANDSCAPING                                  
       Contract Services                 $     42,400   $    0.13
       Materials & Supplies              $     13,140   $    0.04
       Repairs & Maintenance             $          -   $       -
                                         ------------------------
    Sub-total Landscaping                $     55,540   $    0.17



<PAGE>
    CAM - SECURITY EXPENSE                             
       Payroll                           $    120,051   $    0.37
       Contract Services                 $    282,649   $    0.86
       Materials & Supplies              $      6,210   $    0.02
       Repairs & Maintenance             $      3,185   $    0.01
       Equipment Rental                  $      8,735   $    0.03
       Telephone                         $          -   $       -
                                         ------------------------
    Sub-total Security                   $    420,830   $    1.29
                                                       
    CAM - UNCONTROLLABLE                               
       Snow Removal                      $    200,000   $    0.61
       Insurance                         $     73,140   $    0.22
       Miscellaneous                     $          -   $       -
                                         ------------------------
    Sub-total Uncontrollable             $    273,140   $    0.83
                                                       
    TOTAL CAM                            $  2,120,089   $    6.48     $  2,120,085   $   6.48
    ---------                                                                        
                                                                                     
    MANAGEMENT FEE                       $    404,628   $    1.24     $    553,077   $   1.69
    --------------                                                                   
                                                                                     
    REAL ESTATE TAXES                    $  1,940,808   $    5.93     $  1,940,000   $   5.93
    -----------------                                                                
                                                                                     
    GENERAL & ADMINISTRATIVE                                                         
       Utilities:                        $          -   $       -                    
       Office Expense                    $      1,600   $    0.00                    
       Specialty Leasing                 $    159,651   $    0.49                    
       Accounting & Auditing             $     95,704   $    0.29                    
       Professional Fees - Legal         $    106,500   $    0.33                    
       Professional Fees  - Other        $     45,000   $    0.14                    
       Insurance                         $          -   $       -                    
       Bad Debt                          $    210,710                                
       State Profits Tax                 $     20,820   $    0.06                    
       Contributions                     $      7,500   $    0.02                    
                                         ------------------------     -----------------------
    Sub-total G & A                      $    647,485   $    1.98     $    436,775   $   1.33
                                                                                     
       Sales & Promotion                 $     33,600   $    0.10     $     50,000   $   0.15
       Miscellaneous                     $          -   $       -     $     33,500   $   0.10
                                                                                     
                                                                                     
    TOTAL - NONRECOVERABLE:              $    681,085   $    2.08     $    520,275   $   1.59
                                                                                     
    TOTAL OPERATING EXPENSES             $  5,146,610   $   15.72     $  5,133,437   $  15.68
    Operating Expense Ratio                    --           29.7%           --          31.8%
                                                                                     
- ---------------------------------                                                    
NET OPERATING INCOME                     $ 12,205,678   $   37.28     $ 11,020,433   $  33.66
- ---------------------------------                                                                      
==============================================================================================
</TABLE>

<PAGE>

                                                 INCOME CAPITALIZATION APPROACH
- -------------------------------------------------------------------------------

        REAL ESTATE TAXES

        Tenants are also required pay real estate tax recoveries based upon a
        pro-rata share of the expense. The pass-through is generally based upon
        pro-rata share of leased mall area, net of anchor and major tenant
        contributions. As with CAM recoveries, we have assumed that new leases
        written at the property use gross leasable area for tax pass-throughs
        as opposed to leased area. This too helps to reduce tenant occupancy
        costs.


MISCELLANEOUS INCOME

        Along with reimbursement items, the subject also generates other
miscellaneous income. Miscellaneous income is essentially derived from
specialty leasing for temporary tenants, Christmas kiosks, pushcarts, and other
charges.


ALLOWANCE FOR VACANCY AND CREDIT LOSS

        The investor of an income producing property is primarily interested in
the cash revenues that an income-producing property is likely to produce
annually over a specified period of time rather than what it could produce if
it were always 100.0 percent occupied with all tenants paying rent in full and
on time. It is normally a prudent practice to expect some income loss, either
in the form of actual vacancy or in the form of turnover, non-payment or slow
payment by tenants. For this analysis, we have considered vacancy and credit
loss under two categories: 1) unforeseen collection loss and vacancy; and 2)
the downtime experienced between tenants as leases rollover.

        1.    With this in mind, we have first reflected a 5.0 percent
              stabilized contingency for both stabilized and unforeseen vacancy
              and credit loss at the subject. This vacancy and credit loss
              provision is applied to all specialty tenants equally, but
              excludes anchor tenants.

        2.    We have also forecasted that there is a 65.0 percent probability
              that an existing tenant will renew their lease. Upon turnover, we
              have forecasted that rent loss equivalent to six months (two
              months weighted average) would be incurred to account for the
              time and/or costs associated with bringing space back on line.
              Thus, minimum rent as well as overage rent and certain other
              income has been reduced by this forecasted probability.


        We have calculated the effect of our vacancy and credit loss
assumptions on specialty in-line shops as shown on the following chart. On
average, the total allowance for vacancy and credit loss over the 10-year "As
Is" cash flow projection period averages 7.04 percent of gross revenues, which
we feel is a reasonable long term projection.

- -------------------------------------------------------------------------------
                                     -104-
<PAGE>

                                                 INCOME CAPITALIZATION APPROACH
- -------------------------------------------------------------------------------

===============================================================================
             TOTAL RENT LOSS FORECAST - "AS IS" CASH FLOW ANALYSIS
- -------------------------------------------------------------------------------
     Year        Physical Vacancy       Global Vacancy        Total Vacancy *
===============================================================================
     1999              6.91%                 5.00%                15.48%
- -------------------------------------------------------------------------------
     2000              0.25%                 5.00%                 8.58%
- -------------------------------------------------------------------------------
     2001              0.46%                 5.00%                 7.05%
- -------------------------------------------------------------------------------
     2002              0.27%                 5.00%                 6.15%
- -------------------------------------------------------------------------------
     2003              0.98%                 5.00%                 5.70%
- -------------------------------------------------------------------------------
     2004              0.90%                 5.00%                 4.98%
- -------------------------------------------------------------------------------
     2005              0.36%                 5.00%                 5.32%
- -------------------------------------------------------------------------------
     2006              3.18%                 5.00%                 7.38%
- -------------------------------------------------------------------------------
     2007              5.77%                 5.00%                 7.03%
- -------------------------------------------------------------------------------
     2008              1.28%                 5.00%                 6.40%
- -------------------------------------------------------------------------------
     Avg.              2.04%                 5.00%                 7.04%
===============================================================================
* Includes phased global vacancy provision for unseen vacancy and credit loss
  as well as weighted downtime provision of lease turnover.
===============================================================================

OPERATING EXPENSES

        Total expenses incurred in the production of income from the subject
property are divided into two categories: reimbursable and non-reimbursable
items. The major expenses which are reimbursable include common area
maintenance, management and real estate taxes. The non-reimbursable expenses
associated with the subject property include certain general and administrative
expenses, as well as miscellaneous expenses, including non-recoverable
maintenance. Other expenses include a reserve for the replacement of
short-lived capital components, alteration costs associated with bringing space
up to occupancy standards, and leasing commissions.

        The various expenses incurred in the operation of the subject property
have been estimated from information provided by a number of sources. We have
reviewed the subject's component operating history and budget projection
provided by ownership for 1998. This information is provided on the FACING
PAGE. We have compared this information to published data which are available,
as well as comparable expense information at competing area centers. Finally,
this information has been tempered by our experience with other regional
shopping centers.

EXPENSE GROWTH RATES

        Expense growth rates are generally forecasted to be more consistent
with inflationary trends than with competitive market forces. The Summer 1997
Cushman & Wakefield survey of Class A Regional Malls found the low and high
mean from each respondent to be 3.3 and 3.6 percent, respectively. The rates
ranged from 3.0 to 4.0 percent. For Class B centers, the low and high means
were 3.5 percent. The Fourth Quarter 1997 Korpacz survey reports that the range
in expense growth rates for national mall properties runs from 3.0 percent to
4.0 percent with an average of 3.65 percent, down 18 basis points from one year
ago. For this analysis, unless otherwise stated, expenses are forecasted to
grow by 3.5 percent per annum over the remainder of the holding period.

- -------------------------------------------------------------------------------
                                     -105-
<PAGE>

<TABLE>
<CAPTION>
================================================================================================================================
OPERATING EXPENSE STATISTICS                                                                                                    
Cushman & Wakefield, Inc.                                                                                                       
- --------------------------------------------------------------------------------------------------------------------------------
                                       ULI             ULI            ULI             ULI         ULI         ULI         ULI   
                                       ---             ---            ---             ---         ---         ---         ---   
                            Super-Regional  Super-Regional Super-Regional  Super-Regional    Regional    Regional    Regional   
                                  Centers/        Centers/       Centers/        Centers/    Centers/    Centers/    Centers/   
                                      U.S.            U.S.           EAST            EAST        U.S.        U.S.        EAST   
                                   AVERAGE          MEDIAN        AVERAGE          MEDIAN     AVERAGE      MEDIAN     AVERAGE   
================================================================================================================================
<S>                                <C>           <C>              <C>             <C>         <C>         <C>         <C>       
- --------------------------
PROPERTY PROFILE
- --------------------------

    Total GLA:                     999,544       1,009,585        935,436         937,742     582,893     579,154     644,794   
    Total Owned GLA:               563,689         535,272        531,481         483,976     461,822     435,855     512,183   
    Shop Sales/sf*:                $203.09         $198.93        $220.64         $183.81     $176.16     $163.54     $204.96   
    Anchor Sales/sf:               $149.38         $138.66        $152.35         $136.98     $156.30     $152.29     $174.78   

- --------------------------
OPERATING INCOME
- --------------------------

    Minimum Rent:                   $16.30          $16.79         $17.14          $18.17      $12.05      $11.33      $13.62   
    Overage Rent:                    $1.14           $1.04          $1.40           $1.25       $0.86       $0.76       $0.92   
    CAM Charges:                     $4.68           $4.60          $5.01           $4.70       $3.34       $3.23       $4.33   
    Property Taxes:                  $1.72           $1.54          $1.79           $1.52       $1.13       $1.08       $1.62   
    Insurance:                       $0.11           $0.06          $0.13           $0.14       $0.09       $0.08       $0.13   
    Utilities:                       $1.74           $1.84          $2.38           $2.43       $1.55       $1.18       $1.35   
    Other:                           $1.15           $0.62          $1.24           $0.53       $0.42       $0.37       $0.28   
    ------                          ------          ------         ------          ------      ------      ------      ------   
    TOTAL INCOME:                   $27.32          $27.32         $29.08          $28.59      $19.86      $18.98      $23.25   

- --------------------------
OPERATING EXPENSES
- --------------------------

    Total Maintenance**:             $4.50           $4.45          $4.85           $4.67       $3.43       $3.16       $4.11   
    Real Estate Taxes:               $1.86           $1.55          $2.04           $1.51       $1.27       $1.16       $1.75   
    Insurance:                       $0.32           $0.28          $0.40           $0.29       $0.26       $0.23       $0.30   
    Advertising:                     $0.60           $0.44          $0.83           $0.61       $0.56       $0.48       $0.64   
    Administrative***:               $0.87           $0.74          $0.82           $0.71       $0.93       $0.82       $0.96   
    Management Fee:                  $0.63           $0.59          $0.61           $0.55       $0.46       $0.39       $0.53   
    ---------------                 ------          ------         ------          ------      ------      ------      ------   
    TOTAL EXPENSES:                  $9.25           $8.87          $9.84           $8.47       $7.35       $6.63       $8.89   

    OER:                             33.9%           32.5%          33.8%           29.6%       37.0%       34.9%       38.2%   

- --------------------------
NET OPERATING INCOME                $17.63          $17.12         $18.72          $17.01      $12.02      $10.85      $14.33   
- --------------------------

- --------------------------
*   Average sales include all mall shop tenants.
**  CAM expenses include repairs & maintenance, utilities, and security.
*** Management fees & bad debt allowances have been deducted from
    administrative costs. Management has been shown separately.

Source: Urban Land Institute "Dollars & Cents" (1995); International Council of Shopping Centers "The Score" (1996).
(Because the data are means/medians, detailed amounts do not add to totals).
================================================================================================================================
</TABLE>





<PAGE>
<TABLE>
<CAPTION>
====================================================================================================================================
OPERATING EXPENSE STATISTICS                                                                         REGIONAL & SUPER-REGIONAL MALLS
Cushman & Wakefield, Inc.                                                                                                       East
- ------------------------------------------------------------------------------------------------------------------------------------
                                   ULI            ICSC           ICSC           ICSC            ICSC           ICSC        ICSC
                                   ---            ----           ----           ----            ----           ----        ----
                              Regional  Enclosed Malls Enclosed Malls Enclosed Malls  Enclosed Malls Enclosed Malls  Enclosed Malls
                              Centers/            U.S.           U.S.           U.S.            U.S.           EAST        EAST
                                  EAST           TOTAL       500,000-       800,000-            OVER         MEDIAN      MEDIAN
                                MEDIAN          SURVEY      799,999SF      999,999SF     1,000,000SF     <800,000SF  >800,000SF
====================================================================================================================================
<S>                            <C>             <C>            <C>            <C>           <C>              <C>         <C>    
- --------------------------
PROPERTY PROFILE
- --------------------------

    Total GLA:                 676,000         744,050        617,499        900,813       1,148,133        324,816     988,503
    Total Owned GLA:           448,114         441,394        460,399        515,392         575,309        280,740     635,789
    Shop Sales/sf*:            $183.05         $222.04        $201.55        $259.74         $255.55        $161.96     $251.73
    Anchor Sales/sf:           $176.70         $159.39        $145.82        $184.98         $171.34        $160.49     $174.86

- --------------------------
OPERATING INCOME
- --------------------------

    Minimum Rent:               $11.99          $17.60         $15.38         $19.85          $21.60         $16.32      $22.97
    Overage Rent:                $1.00              --             --             --              --             --          --
    CAM Charges:                 $4.02           $5.73          $5.45          $8.23           $7.24          $4.28       $7.99
    Property Taxes:              $1.32           $1.84          $1.14          $2.76           $2.82          $1.63       $3.45
    Insurance:                   $0.05           $0.15          $0.17          $0.19           $0.13          $0.13       $0.15
    Utilities:                   $0.65           $0.73          $1.56          $0.78           $1.08          $0.40       $1.05
    Other:                       $0.34           $0.28          $0.22          $0.38           $0.39          $0.10       $0.54
    ------                      ------          ------         ------         ------          ------         ------      -----
    TOTAL INCOME:               $22.25          $27.60         $26.22         $32.90          $36.05         $21.61      $39.42

- --------------------------
OPERATING EXPENSES
- --------------------------

    Total Maintenance**:         $3.50           $4.33          $4.65          $5.45           $5.52          $3.27       $6.11
    Real Estate Taxes:           $1.19           $2.31          $1.82          $3.32           $3.30          $2.37       $3.95
    Insurance:                   $0.26           $0.37          $0.34          $0.42           $0.43          $0.39       $0.43
    Advertising:                 $0.35           $1.18          $1.04          $1.37           $1.81          $0.77       $1.37
    Administrative***:           $0.80           $1.05          $1.02          $1.21           $1.29          $0.83       $1.51
    Management Fee:              $0.42           $0.75          $0.65          $0.91           $0.95          $0.51       $1.06
    ---------------             ------          ------         ------         ------          ------         ------      -----
    TOTAL EXPENSES:              $7.38          $11.06         $10.50         $12.65          $13.66         $10.09      $15.59

    OER:                         33.2%           40.1%          40.0%          38.4%           37.9%          46.7%       39.5%

- --------------------------
NET OPERATING INCOME            $13.28          $16.26         $14.55         $19.31          $21.19         $14.98      $24.27
- --------------------------

- --------------------------
*   Average sales include all mall shop tenants.
**  CAM expenses include repairs & maintenance, utilities, and security.
*** Management fees & bad debt allowances have been deducted from
    administrative costs. Management has been shown separately.

Source: Urban Land Institute "Dollars & Cents" (1995); International Council of Shopping Centers "The Score" (1996).
(Because the data are means/medians, detailed amounts do not add to totals).
====================================================================================================================================
</TABLE>

<PAGE>

                                                INCOME CAPITALIZATION APPROACH 
- ------------------------------------------------------------------------------

REIMBURSABLE OPERATING EXPENSES 

   We have analyzed each item of expense individually and attempted to 
project what the typical investor in a property like the subject would 
consider reasonable, based upon informed opinion, judgment and experience. 
The following is a detailed summary and discussion of the reimbursable 
operating expenses incurred in the operation of the subject property during 
the initial year of the investment holding period. 

    COMMON AREA MAINTENANCE -- This expense category includes the annual cost
    of miscellaneous building maintenance contracts, recoverable labor and
    benefits, security, landscaping, snow removal, cleaning and janitorial,
    exterminating, supplies, trash removal, exterior lighting, common area
    energy, gas and fuel, equipment rental, and other miscellaneous charges. In
    addition, ownership can pass-through a 15.0 percent administrative fee.
    Ownership is also able to recover certain capital expense items through
    CAM, along with the amortization of roof and parking lot repairs. As
    discussed, the standard lease agreement allows management to pass along the
    CAM expense to tenants on the basis of occupied area less anchor/major
    tenants.

    Ownership's CAM pass-through incorporates a number of expense categories at
    the subject property. Included among these cost items are administrative,
    repairs and maintenance, operating and supplies, salaries, utilities,
    insurance, and payroll taxes. For 1997, these costs amounted to $2,127,859
    or $6.50 per square foot. This was down from $6.92 per foot in 1996 and
    $6.58 in 1995 and reflects the renovation of the center. For 1998,
    management has budgeted a CAM expense of about $2,120,000 ($6.48/SF).

    The chart on the FACING PAGE presents a summary of comparable CAM expenses
    at other regional shopping malls. As can be seen, common area maintenance
    costs generally range from roughly $3.70 to $15.26 per square foot, with an
    overall mean of approximately $6.88 per foot. Most urban properties show
    higher CAM costs. Overall, we believe that CAM expenses at the subject are
    reasonable. As such, we have projected a common area maintenance expense of
    $2,120,000 for the subject property in FY 1999.

    REAL ESTATE TAXES -- As discussed in the Real Estate Tax Section of this
    report, the renovation and expansion of the center will trigger a new
    assessment for the 1998/1999 tax year. In our analysis we have based future
    taxes upon estimates provided by Gouldston and Storrs which coincides with
    management's budget.

    MANAGEMENT -- Typical management fees for a regional shopping center range
    from 3.0 to 5.0 percent depending upon the size of the center, number of
    tenants and rental achievements. Given the characteristics of the subject
    property coupled with the fact that we are separately accounting for
    leasing commission we would be inclined to conclude a management fee at the
    lower end of the range or approximately 3.0 to 3.5 percent of minimum and
    percentage rent. Typical underwriting guidelines for securitized mortgages
    stipulate a management fee of 5 percent which results in a first year
    expense of $553,077 or $1.69 per square foot of owned GLA. This expense is
    above market levels and results in a higher cost of

- ------------------------------------------------------------------------------
                                     -106-

<PAGE>

                                                 INCOME CAPITALIZATION APPROACH
- -------------------------------------------------------------------------------

        expense is above market levels and results in a higher cost of
        operation. Nevertheless we have incorporated this assumption into our
        analysis and have adjusted our yield rate to reflect the higher
        expense.


NON-REIMBURSABLE EXPENSES

        Total non-reimbursable expenses at the subject property are projected
from accepted practices and industry standards. Again, we have analyzed each
item of expenditure in an attempt to project what the typical investor in a
property similar to the subject would consider reasonable, based upon actual
operations, informed opinion, and experience. The following is a detailed
summary and discussion of non-reimbursable expenses incurred in the operation
of the subject property for the initial year.

        GENERAL & ADMINISTRATIVE COSTS - As with most regional malls, portions
        of the expenses passed through with common area maintenance are not
        fully recovered. Expenses related to administrative aspects of the mall
        include costs particular to its operation, including salaries for
        leasing personnel, travel and entertainment, other office-related
        expenses, dues and subscriptions, printing and postage, telephone,
        professional fees and sales incentives. A provision is also typically
        made for professional services (legal and accounting fees and other
        professional consulting services). Industry benchmarks suggest that
        unrecovered general and administrative costs can run anywhere from
        $0.20 to $0.80 per square foot, depending upon how much is recoverable
        through CAM. At the subject property general & administrative expenses
        have been significantly above this level but also include the cost of
        specialty leasing which is often a separate expense item. In our
        analysis, we have reflected a FY 1999 general and administrative
        expense of $436,775, or $1.33 per square foot of mall shop GLA based on
        the historical performance of the center.

        MARKETING - These costs include ownership's contribution to the
        merchant association which is net of tenant contributions. Over the
        past several years, ownership has reflected a net marketing expense of
        $45,536 to $50,741. For 1998 management has reduced the marketing
        contribution to $33,600. In the initial year of our cash flow analysis,
        marketing costs are forecasted to amount to $50,000, or $0.15 per
        square foot of mall shop GLA.

        MISCELLANEOUS EXPENSES - This category is provided for various
        miscellaneous and sundry expenses that ownership typically incurs
        without pass-through to tenants. Such items as unrecovered repair
        costs, preparation of suites for temporary tenants, certain
        non-recurring expenses, expenses associated with maintaining vacant
        space, and bad debts in excess of our credit loss provision would be
        included here. In 1998, these miscellaneous items are forecasted to
        amount to approximately $33,500, or about $0.10 per square foot of mall
        shop GLA.

- -------------------------------------------------------------------------------
                                     -107-
<PAGE>

                                                INCOME CAPITALIZATION APPROACH 
- ------------------------------------------------------------------------------

    ALTERATIONS -- The principal component of this expense is ownership's
    estimated cost to prepare a vacant suite for tenant use. At the expiration
    of a lease, we have made a provision for the likely expenditure of some
    monies on ownership's part for tenant improvement allowances. In this
    regard, we have forecasted a cost of $15.00 per square foot for turnover
    space (initial cost growing at expense growth rate) weighted by our
    turnover probability of 35.0 percent. We have also given an alteration
    allowance of $5.00 for renewal (rollover) retail tenants. The blended rate
    based on our 65/35 turnover probability is therefore $8.50 per square foot.
    These costs are forecasted to increase at our implied expense growth rate.
    It is noted that these parameters are required by most underwriting
    criteria but appear conservative in today's market environment.

    LEASING COMMISSIONS -- A typical structure for retail leasing commissions
    is $3.00 to $4.00 per square foot for new tenants and $1.00 to $2.00 per
    square foot for renewal tenants. Weighting the leasing commissions by a
    65:35 renewal/turnover probability results in an average leasing commission
    charge of $1.85 per square foot which is generally consistent with market
    levels.

    REPLACEMENT RESERVES --It is customary and prudent to set aside an amount
    annually for the replacement of short-lived capital items such as the roof,
    parking lot and certain mechanical items. The repairs and maintenance
    expense category has historically included some capital items which have
    been passed through to the tenants. This appears to be a fairly common
    practice among most malls. However, we feel that over a holding period some
    repairs or replacements will be needed that will not be passed on to the
    tenants. Typical replacement reserves range anywhere from $0.10 to $0.30
    per square foot depending upon the age and quality of the center. For
    purposes of this report, we have estimated an expense of about $0.20 per
    square foot applied to the total owned GLA during the first year ($65,479),
    thereafter increasing by our expense growth rate.

    FOOD COURT RENOVATIONS -- The subject's food court is presently under
    construction and will require an additional $1.7 million to complete. As
    part of the proposed financing these funds will be placed in an escrow
    account. Per the client's request we have not considered the cost to
    complete the food court renovation.

NET INCOME/NET CASH FLOW 

   The total expenses of the subject property, including alterations, 
commissions, capital expenditures, and reserves, are annually deudcted from 
total income, thereby leaving a residual net operating income or net cash 
flow to the investors in each year of the holding period before debt service. 
In the initial year of investment, the net operating income is forecasted to 
be equal to approximately $11,020,433 which is equivalent to 68.2 percent of 
effective gross income. Deducting other expenses including capital items 
results in a net cash flow before debt service of approximately $10,923,003. 

- ------------------------------------------------------------------------------
                                     -108-
<PAGE>

                                                 INCOME CAPITALIZATION APPROACH
- -------------------------------------------------------------------------------

===============================================================================
                               OPERATING SUMMARY
          INITIAL YEAR OF INVESTMENT - FISCAL 1999 ("AS IS" ANALYSIS)
- -------------------------------------------------------------------------------
                             Aggregate Sum     Unit Rate *    Operating Ratio
- -------------------------------------------------------------------------------
Effective Gross Income        $16,153,870         $49.34          100.00%
- -------------------------------------------------------------------------------
Operating Expenses             $5,133,437         $15.68           31.78%
- -------------------------------------------------------------------------------
Net Operating Income          $11,020,433         $33.66           68.22%
- -------------------------------------------------------------------------------
Other Expenses                    $97,430          $0.30            0.60%
- -------------------------------------------------------------------------------
Cash Flow                     $10,923,003         $33.36           67.62%
- -------------------------------------------------------------------------------
*  Based on total owned GLA of 327,393+/- square feet.
===============================================================================

        The rate of change to both net income and cash flow is important from
an investor's perspective. Our cash flow model has forecasted the following
compound annual growth rates over the holding period FY 1999 through FY 2008 on
a calendar year basis.

                   =========================================
                             INCOME GROWTH ("AS IS")
                   =========================================
                   Net Operating Income:               +2.1%
                   -----------------------------------------
                   Net Cash Flow:                      +1.4%
                   =========================================


        As calculated, growth rates in net operating income and net cash flow
are forecasted to approximate to 2.1 and 1.4 percent per annum. Thus both net
income and net cash flow represents a relatively moderate growth potential to
an investor in the property.

=============================
INVESTMENT PARAMETERS
Discounted Cash Flow
=============================

        After projecting the income and expense components of the subject
property, investment parameters must be set in order to forecast property
performance over the holding period. These parameters include the selection of
capitalization rates (both initial and terminal) and application of an
appropriate discount or yield rate, also referred to as the internal rate of
return (IRR).


SELECTION OF CAPITALIZATION RATES

        OVERALL CAPITALIZATION RATE

        The overall capitalization rate bears a direct relationship between net
operating income generated by the real estate in the initial year of investment
(or initial stabilized year) and the value of the asset in the marketplace.
Overall rates are affected by the existing leasing schedule of the property,
the strength or weakness of the local rental market, the property's position
relative to competing properties, and the risk/return characteristics
associated with competitive investments.

- -------------------------------------------------------------------------------
                                     -109-
<PAGE>

                                                 INCOME CAPITALIZATION APPROACH
- -------------------------------------------------------------------------------

        For retail properties, the trend has been for rising capitalization
rates. We feel that much of this has to do with the quality of product that has
been selling. Sellers of better performing dominant Class A malls have been
unwilling to waver on their pricing. Many of the malls sold over the past 18-24
months are found in less desirable, second or third tier locations, or
rep-resent turnaround situations with properties that are poised for expansion
or remerchandising. With fewer buyers for the top performing assets, sales have
been somewhat limited.

           ===========================================================
                          OVERALL CAPITALIZATION RATES
                              REGIONAL MALL SALES
           -----------------------------------------------------------
               Year             Range           Mean      Point Change
           ===========================================================
               1988        5.00% -   8.00%      6.19%           --  
           -----------------------------------------------------------
               1989        4.57% -   7.26%      6.22%         +  3  
           -----------------------------------------------------------
               1990        5.06% -   9.11%      6.29%         +  7  
           -----------------------------------------------------------
               1991        5.60% -   7.82%      6.44%         + 15  
           -----------------------------------------------------------
               1992        6.00% -   7.97%      7.31%         + 87  
           -----------------------------------------------------------
               1993        7.00% -  10.10%      7.92%         + 61  
           -----------------------------------------------------------
               1994        6.98% -  10.29%      8.37%         + 45  
           -----------------------------------------------------------
               1995        7.25% -  11.10%      9.13%         + 76  
           -----------------------------------------------------------
               1996        7.00% -  12.00%      9.44%         + 31  
           -----------------------------------------------------------
             1997-YTD      7.40% -  12.77%      9.88%         + 44  
           ===========================================================
           BASIS POINT CHANGE
           ===========================================================
             1988-1997                                      + 369 BPs
           -----------------------------------------------------------
             1992-1997                                      + 257 BPs
           ===========================================================

        The data shows that the average capitalization rate has shown a rising
trend each year. Between 1988 and 1997, the average capitalization rate has
risen 369 basis points. Since 1992, the rise has been 257 basis points. This
change is a reflection of both rising interest rates and increasing first year
returns demanded by investors in light of several fundamental changes which
have occurred in the retail sector.

        As noted, much of the buying over the past 18 to 24 months has been
opportunistic acquisitions involving properties selling near or below
replacement cost. Many of these properties have languished due to lack of
management focus or expertise, as well as a limited ability to make the
necessary capital commitments for growth. As these opportunities become harder
to find, we believe that investors will again begin to focus on the stable
returns of the dominant Class A product.

        The Cushman & Wakefield's Summer 1997 survey reveals that going-in cap
rates for CLASS A regional shopping centers range between 7.50 and 10.0
percent, with a low average of 8.0 percent and high average of 8.5 percent,
respectively; a spread of 50 basis points. On an overall basis, when Class B
assets and "Value Added" opportunities are added, the low and high means are
8.4 percent and 9.1 percent, respectively. Cushman & Wakefield now surveys
respondents on their criteria for both Class B and " Value Added" malls. As
expected, going-in

- -------------------------------------------------------------------------------
                                     -110-
<PAGE>

                                                 INCOME CAPITALIZATION APPROACH
- -------------------------------------------------------------------------------

capitalization and yield rates range from 100 to 300 basis points above rates
for Class A assets.

        Terminal, or going-out rates for CLASS A assets are now averaging 8.5
and 9.0 percent, indicating a spread of 50 basis points over the going-in
rates. Again, on an overall basis, including Class B and "value added"
properties, the respective averages are 8.7 percent and 9.4 percent. Finally,
our current survey also shows that investors have become more cautious in their
underwriting, positioning "retail" lower on their investment rating scales in
terms of preferred investments.

<TABLE>
<CAPTION>
===========================================================================================================
                             CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES
                               NATIONAL INVESTOR SURVEY - REGIONAL MALLS (%)
- -----------------------------------------------------------------------------------------------------------
                         Spring 1996                  Autumn 1996                   Summer 1997 *
  Investment     ------------------------------------------------------------------------------------------
  Parameters          Low           High          Low           High            Low           High
===========================================================================================================
<S>                <C>            <C>           <C>           <C>            <C>            <C>
OAR/Going-In       7.5 - 9.0      7.5 - 9.5     7.0 - 9.0     7.5 - 9.5      7.5 - 10.0     7.8 - 11.0
                      8.0            8.2          7.9            8.2            8.4            9.1
- -----------------------------------------------------------------------------------------------------------
OAR/Terminal       7.0 - 9.5     7.8 - 11.0     7.0 - 9.5     7.8 - 11.0     8.0 - 10.3     8.0 - 11.0
                      8.3            8.7           8.2           8.6            8.7            9.4
- -----------------------------------------------------------------------------------------------------------
IRR               10.0 - 15.0   11.0 - 15.0   10.0 - 15.0    11.0 - 15.0    10.0 - 20.0    10.5 - 20.0
                     11.5           11.8          11.4          11.8           13.4           13.9
===========================================================================================================
* Reflects overall results which includes Class A/B properties as well as value added opportunities.
===========================================================================================================
</TABLE>

        Cushman & Wakefield now surveys respondents on their criteria for both
Class B and "Value Added" malls. As expected, going-in capitalization and yield
rates range from 100 to 300 basis points above rates for Class A assets. Our
current survey also shows that investors have become more cautious in their
underwriting, positioning "retail" lower on their investment rating scales in
terms of preferred investments.

        The Fourth Quarter 1997 Peter F. Korpacz survey concurs with these
findings, citing that regional malls are near the bottom of investor
preferences, but 1997 is seen by many as a turnaround year. Pricing is lower
then it has been in years. As such, with pricing so low, their investors
foresee some opportunities for select investing. Mall portfolios continue to be
actively traded as this property type is clearly leading the consolidation of
real estate ownership into fewer but substantially larger entities.

        Nonetheless, with expense growth surpassing sales increases in many
markets, occupancy cost issues have also become of greater concern. Even in
some malls where sales approach the lofty level of $350+/-per square foot, it
is not uncommon for occupancy costs to limit the opportunity to grow rents.
Thus, with limited upside growth in net income, cap rates are generally above
8.0 percent.

        The survey also cites the considerable number of malls coming on the
market as compared with past years. In many cases the sellers are institutional
investors who are liquidating assets in commingled funds or other finite life
vehicles. Although most offerings tend to be Class "B" properties, there
appears to be ample demand for this product and an active transaction market is
developing. While pension funds and other institutional investors

- -------------------------------------------------------------------------------
                                     -111-
<PAGE>

                                                 INCOME CAPITALIZATION APPROACH
- -------------------------------------------------------------------------------

continue to seek only trophy and Class "A" malls, REITs have been active in
acquiring Class "B" centers. Many of the available "B" malls are being marketed
for redevelopment--for example, to be de-malled into power centers. On such a
property, the survey cites seller expectations of cap rates in the
mid-teens--14.0 percent to 15.0 percent--because the buyer takes a substantial
risk in a redevelopment deal.

<TABLE>
<CAPTION>
============================================================================================
                               NATIONAL REGIONAL MALL MARKET
                                    FOURTH QUARTER 1997
- --------------------------------------------------------------------------------------------
                                        CURRENT            LAST
             KEY INDICATORS             QUARTER          QUARTER          YEAR AGO
============================================================================================
FREE & CLEAR EQUITY IRR
- --------------------------------------------------------------------------------------------
<S>                                  <C>               <C>              <C>       
RANGE                                9.50%-13.00%      9.50%-13.00%     10.00%-14.00%
AVERAGE                                 11.48%            11.50%           11.69%
- --------------------------------------------------------------------------------------------
CHANGE (Basis Points)                      -               - 2               -21
- --------------------------------------------------------------------------------------------
FREE & CLEAR GOING-IN CAP RATE
- --------------------------------------------------------------------------------------------
RANGE                                7.00%-11.00%      7.00%-11.00%     7.00%-11.00%
AVERAGE                                  8.56%            8.58%             8.57%
- --------------------------------------------------------------------------------------------
CHANGE (Basis Points)                      -               - 2               - 1
- --------------------------------------------------------------------------------------------
RESIDUAL CAP RATE
- --------------------------------------------------------------------------------------------
RANGE                                7.50%-11.00%      7.50%-11.00%     7.50%-11.00%
AVERAGE                                  8.75%            8.78%             8.76%
- --------------------------------------------------------------------------------------------
CHANGE (Basis Points)                      -                -                - 1
============================================================================================
Source:  Peter Korpacz Associates, Inc. - Real Estate Investor Survey (Fourth Qtr. 1997)
============================================================================================
</TABLE>

        As can be seen from the data, the average IRR has decreased by 2 basis
point to 11.48 percent from the previous quarter (21 points below year-ago
levels). It is noted that this measure has been relatively stable over the past
three to six months. The quarter's average initial free and clear equity cap
rate fell only 2 basis points to 8.56 percent from last quarter (and is only 1
point below year-ago levels), while the residual cap rate was virtually
unchanged at 8.75 percent (1 points higher than the prior year). The survey
further cites the following capitalization rate ranges by class of property:

                  =========================================
                            CAP RATES BY CLASS
                  -----------------------------------------
                  Asset          Cap Rate         Cap Rate
                  Class            Range            Mean
                  =========================================
                    A+        7.00% -  8.50%        7.75%
                  -----------------------------------------
                    A         7.00% -  9.00%        8.15%
                  -----------------------------------------
                    B+        8.25% - 11.00%        9.50%
                  -----------------------------------------
                    B         8.50% - 11.00%        9.88%
                  =========================================
                  Source: Peter Korpacz (Fourth Qtr. 1997)
                  =========================================

        Most retail properties that are considered institutional grade are
existing, seasoned centers with good inflation protection that offer stability
in income and are strongly positioned to the extent that they are formidable
barriers to new competition. Equally important are

- -------------------------------------------------------------------------------
                                     -112-
<PAGE>

                                                 INCOME CAPITALIZATION APPROACH
- -------------------------------------------------------------------------------

centers which offer good upside potential after face-lifting, renovations, or
expansion. With new construction down substantially, owners have accelerated
renovation and re-merchandising programs. Little competition from over building
is likely in most mature markets within which these centers are located.
Environmental concerns and "no-growth" mentalities in communities are now
serious impediments to new retail development.

        Finally, investors have recognized that the retail landscape has been
fundamentally altered by consumer lifestyles changes, industry consolidations
and bankruptcies. This trend was strongly in evidence as the economy enters
1997 in view of the wave of retail chains whose troublesome earnings are
forcing major restructures or even liquidations. Trends toward more casual
dress at work and consumers growing pre-occupation with their leisure and home
lives have created the need for refocused leasing efforts to bring those
tenants to the mall that help differentiate them from the competition. As such,
entertainment, a loosely defined concept, is one of the most common directions
malls have taken. A trend toward bringing in larger specialty and category
tenants to the mall is also in evidence. The risk from an owners standpoint is
finding that mix which works the best. Nonetheless, the cumulative effect of
these changes has been a rise in rates as investors find it necessary to adjust
their risk premiums in their underwriting.

        Based upon this discussion, we are inclined to group and characterize
regional malls into the general categories following:

- -------------------------------------------------------------------------------
                                     -113-
<PAGE>

                                                 INCOME CAPITALIZATION APPROACH
- -------------------------------------------------------------------------------

===============================================================================
   CAP RATE RANGE                              CATEGORY
===============================================================================
 7.0% to 7.5% (A+)        Top 15 to 20+/-malls in the country.  Excellent
                          demographics with high sales ($400+/-/SF) and good
                          upside.
- -------------------------------------------------------------------------------
  7.5% to 8.5% (A)        Dominant Class A investment grade property, high
                          sales levels, relatively good health ratios,
                          excellent demographics (top 50 markets), and
                          considered to present a significant barrier to entry
                          within its trade area.  Sales tend to be in the $300
                          to $350 per square foot range.
- -------------------------------------------------------------------------------
8.5% to 11.0% (B+/B)      Somewhat broad characterization of investment quality
                          properties ranging from primary MSAs to second tier
                          cities.  Properties at the higher end of the scale
                          are probably somewhat vulnerable to new competition
                          in their market.
- -------------------------------------------------------------------------------
11.0% to 14.0% (B/C)      Remaining product which has limited appeal or
                          significant risk which will attract only a smaller,
                          select group of investors.
===============================================================================

        CONCLUSION - OVERALL CAPITALIZATION RATE

        Based upon this analysis, we can develop a going-in capitalization rate
for the subject based upon its tenancy, investment appeal, quality, and
inherent risks. As discussed, the subject performs at or above regional norms
for sales productivity, and is one of the dominant malls in its region. The
property appears to be fairly well positioned in its market, and appears to
face little new competition in the future. To summarize, the following points
present an overview of our analysis of the subject's investment appeal:

        The Mall of New Hampshire is situated in a relatively strong trade area
with above average prospects for population and household growth into the
foreseeable future. Furthermore the area is relatively affluent with average
household income levels above both state and nationally averages.

        o     Anchor and major tenants at the subject property represent a
              fairly typical merchandising mix.

        o     The property has a strong level of average sales which have seen
              increasing trends over the past several years.

        o     Occupancy costs are considered to be approaching the high-side
              for tenants in-place, however this is common for malls with
              average sales in excess of $300 per square foot.

        o     Overall, we are inclined to group the subject property into the
              "A" category previously discussed, centers which show
              capitalization rates in the relatively broad 7.50 to 8.50 percent
              range.

- -------------------------------------------------------------------------------
                                     -114-
<PAGE>

                                                 INCOME CAPITALIZATION APPROACH
- -------------------------------------------------------------------------------

        o     In conjunction with the renovation and expansion of the center,
              the majority of the leases at the subject property were
              restructured. As a result the property faces minimal lease
              expirations over the short term. This provides the property with
              a fairly identifiable cash flow, but also limits the upside
              potential of the property. In fact net operating income increases
              at a rate of 2.1 percent over the holding period and only 1.2
              percent subsequent to stabilized occupancy.

        Considering these factors, we have looked toward a going-in
capitalization rate between 8.00 and 8.50 percent for the subject property
operating on a "stabilized" basis.

        TERMINAL CAPITALIZATION RATE

        The residual cash flows generated annually by the subject property
comprise only the first part of the return which an investor will receive. The
second component of this investment return is the pre-tax cash proceeds from
the resale of the property at the end of a projected investment holding period.
Typically, investors will structure a provision in their analyses in the form
of a rate differential over a going-in capitalization rate in projecting a
future disposition price. The view is that the improvement is then older and
the future is harder to visualize; hence a slightly higher rate is warranted
for added risks in forecasting. On average, the Cushman & Wakefield survey
shows a 30 basis point differential, while Korpacz reports 19 basis points.

        As discussed, the subject property represents a dominant center in a
strong and growing market. The property was recently renovated and expanded and
as a result is considered to be in excellent overall condition. The property
presently has two strong anchor tenants and a third is scheduled to open in May
1998. The property also has one vacant anchor store which was caused by the
bankruptcy of Lechmeres. Management is presently negotiating with Best Buy for
the majority of this space and a second retailer is being actively pursued. The
property does, however, face competition form three enclosed regional centers
which are each located approximately 20 to 25 miles away. These centers present
a redundancy in anchor tenants and will effectively limit the size of the
subject's trade area. Nevertheless the property has achieved a stabilized
occupancy level and mall shop sales in excess of $350 per square foot.

        Therefore, we have added 25 basis points to the terminal capitalization
rate. Thus, the projected terminal capitalization rate will range from 8.50 to
8.75 percent.


SELECTION OF DISCOUNT RATE/INTERNAL RATE OF RETURN

        The discounted cash flow analysis makes several assumptions which
reflect typical investor requirements for yield on real property. These
assumptions are difficult to directly extract from any given market sale or by
comparison to other investment vehicles. Instead, investor surveys of major
real estate investment funds and trends in bond yield rates are often cited to
support such analysis.

        Yield rates on long term real estate investments range widely between
property types. As cited in Cushman & Wakefield's Summer 1997 survey, investors
in regional malls are currently looking at broad rates of return between 10.00
and 20.00 percent. The average low IRR for CLASS A malls is 11.10 percent,
while the average high is 12.00 percent. The indicated

- -------------------------------------------------------------------------------
                                     -115-
<PAGE>

<TABLE>
<CAPTION>
=========================================================================================================
                                      MALL STORE LEASE EXPIRATION SCHEDULE
=========================================================================================================
          Number                  Percent 
            of       Expiring       of                      Annual      Annual     Percent 
         Tenants      Square      Square                     Base         Base    of Total
         Expiring     Footage     Footage  Cummulative       Rent       Rent/SF     Rent     Cummulative
=========================================================================================================
<S>         <C>        <C>          <C>        <C>        <C>           <C>         <C>            <C>  
Vacant      0          26,234       8.0%       8.0%
 1999       12         31,465       9.6%      17.6%       $1,088,002    $34.58      10.9%          10.9%
 2000       4           8,564       2.6%      20.2%       $  386,197    $45.10       3.9%          14.8%
 2001       5           8,589       2.6%      22.9%       $  471,279    $54.87       4.7%          19.6%
 2002       5          18,611       5.7%      28.5%       $  726,376    $39.03       7.3%          26.9%
 2003       4           8,555       2.6%      31.2%       $  317,267    $37.09       3.2%          30.1%
 2004       7          17,191       5.3%      36.4%       $  703,473    $40.92       7.1%          37.2%
 2005       4           6,836       2.1%      38.5%       $  375,148    $54.88       3.8%          40.9%
 2006       22         58,268      17.8%      56.3%       $1,810,261    $31.07      18.2%          59.2%
 2007       30         91,369      27.9%      84.2%       $2,718,024    $29.75      27.4%          86.5%
 2008       2          14,905       4.6%      88.8%       $  451,530    $30.29       4.5%          91.1%
 2009       1           4,800       1.5%      90.2%       $  120,000    $25.00       1.2%          92.3%
=========================================================================================================
Total       96        295,387      90.2%                   9,167,557    $31.04      92.3%
=========================================================================================================
</TABLE>

<PAGE>

                                                 INCOME CAPITALIZATION APPROACH
- -------------------------------------------------------------------------------

high averages for CLASS B properties are 13.40 and 13.90 percent, respectively.
Peter F. Korpacz reports an average internal rate of return of 11.48 percent
for the Fourth Quarter 1997, down only 2 basis points from the last quarter.

        The yield rate on a long term real estate investment can also be
compared with yield rates offered by alternative financial investments since
real estate must compete in the open market for capital. In developing an
appropriate risk rate for the subject, consideration has been given to a number
of different investment opportunities. The following is a list of rates offered
by other types of securities:

            ===========================================================
             MARKET RATES AND BOND YIELDS (%)            March 11, 1998
            ===========================================================
            Reserve Bank Discount Rate                          5.52%
            -----------------------------------------------------------
            Prime Rate (Monthly Average)                        8.50%
            -----------------------------------------------------------
            6-Month Treasury Bills                              5.01%
            -----------------------------------------------------------
            U.S. 10-Year Notes                                  5.63%
            -----------------------------------------------------------
            U.S. 30-Year Bonds                                  5.93%
            -----------------------------------------------------------
            Corporate Bonds Aaa                                 6.73%
            ===========================================================
            Source: Federal Reserve Statistical Release, March 12, 1998
            ===========================================================

        This compilation of yield rates from alternative investments reflects
varying degrees of risk as perceived by the market. Therefore, a riskless level
of investment might be seen in a six month treasury bill at 5.01 percent. A
more risky investment, such as corporate bonds, would currently yield a much
higher rate of 6.73 percent. The prime rate is currently 8.50 percent, while
the discount rate is 5.52 percent. Ten year treasury notes are currently
yielding around 5.63 percent, while 30-year bonds are at 5.93 percent.

        Real estate investment typically requires a higher rate of return
(yield) and is much influenced by the relative health of financial markets. A
retail center investment tends to incorporate a blend of risk and credit based
on the tenant mix, the anchors that are included (or excluded) in the
transaction, and the assumptions of growth incorporated within the cash flow
analysis. An appropriate discount rate selected for a retail center thus
attempts to consider the underlying credit and security of the income stream,
and includes an appropriate premium for liquidity issues relating to the asset.

        There has historically been a consistent relationship between the
spread in rates of return for real estate and the "safe" rate available through
long-term treasuries or high-grade corporate bonds. A wider gap between return
requirements for real estate and alternative investments has been created in
recent years due to illiquidity issues, the absence of third party financing,
and the decline in property values.

        Investors have suggested that the regional mall market has become
increasingly "tiered" over the past two years. The country's premier malls are
considered to have the strongest trade areas, excellent anchor alignments, and
significant barriers of entry to future competitive supply. These and other
"dominant" malls will have average mall shop sales above $350 per square foot
and be attractive investment vehicles in the current market.

- -------------------------------------------------------------------------------
                                     -116-
<PAGE>

                                                INCOME CAPITALIZATION APPROACH 
- ------------------------------------------------------------------------------

   It is our opinion that the subject would attract strong interest from 
institutional investors if offered for sale in the current marketplace. 
However, we must further temper our analysis due to the fact that there 
remains some risk that the inherent assumptions employed in our model come to 
full fruition. 

   Finally, application of these rate parameters to the subject should entail 
some sensitivity to the rate at which leases will be expiring over the 
projection period. As previously noted the majority of the leases at the 
subject property were restructured in connection with the expansion and 
renovation of the center. As such there is little tenant expriations over the 
short term. Reference is made to the table on the FACING PAGE. A complete 
expiration report is included in the ADDENDA. 

   We would also note that much of the risk factored into such an analysis is 
reflected in the assumptions employed within the cash flow model, including 
rent and sales growth, turnover probability, reserves for replacement, and 
vacancy provisions. As discussed within the body of this report, several 
assumptions appear conservative in relation to the subject property. As such 
we believe the overall cash flow projection is on the conservative side and 
would thus warrant a lower discount or yield rate. 

   We have briefly discussed the investment risks associated with the 
subject. On balance, it is our opinion that an investor in the subject 
property would require an internal rate of return between 10.50 and 11.00 
percent for the mall operating on an "as is" basis. Upon stabilization the 
risk of leasing up the vacant space and finalizing the renovation of the food 
court is reduced. However, the property is operating near a stabilized level 
and the cost of completing the renovations are relatively minor in relation 
to the over value of the property. Thus we do not believe a significant 
adjustment to the yield rate is required. 

PRESENT VALUE ANALYSIS 

   Analysis by the discounted cash flow method is examined over a holding 
period that allows the investment to mature, the investor to recognize a 
return commensurate with the risk taken, and a recapture of the original 
investment. Typical holding periods usually range from 10 to 20 years and are 
sufficient for the majority of institutional grade real estate such as the 
subject to meet the criteria noted above. In the instance of the subject, we 
have analyzed the "As Is" cash flows anticipated over a 10-year period 
commencing on April 1, 1998 and the "As Stabilized" cash flows over a 10-year 
period commencing April 1, 1999. 

   A sale or reversion is deemed to occur at the end of the 10th year based 
upon capitalization of the following year's net operating income. This is 
based upon the premise that a purchaser in the 10th year is buying the 
following year's net income. Therefore, our analysis reflects this situation 
by capitalizing the first year of the next holding period. 

   The present value is formulated by discounting the property cash flows at 
various yield rates. The yield rate utilized to discount the projected cash 
flow and eventual property reversion has been based on an analysis of 
anticipated yield rates of investors dealing in similar investments. The 
rates reflect acceptable expectations of yield to be achieved by investors 

- ------------------------------------------------------------------------------
                                     -117-

<PAGE>

                                                INCOME CAPITALIZATION APPROACH
- ------------------------------------------------------------------------------

investors currently in the marketplace shown in their current investment
criteria and as extracted from comparable property sales.

=============================
Cash Flow Assumptions
=============================

==============================================================================
            SUMMARY OF CRITICAL ASSUMPTIONS FOR DISCOUNTED CASH FLOW
==============================================================================
SUBJECT  PROPERTY                                    The Mall Of New Hampshire
- ------------------------------------------------------------------------------
LOCATION                                             Manchester, New Hampshire
- ------------------------------------------------------------------------------
SQUARE FOOTAGE RECONCILIATION
- ------------------------------------------------------------------------------
TOTAL GROSS LEASABLE AREA                                        791,013+/- SF
- ------------------------------------------------------------------------------
   ANCHOR TENANT GLA                                             463,620+/- SF
- ------------------------------------------------------------------------------
   MALL SHOP GLA                                                 317,748+/- SF
- ------------------------------------------------------------------------------
   KIOSK GLA                                                       1,890+/- SF
- ------------------------------------------------------------------------------
   FOOD COURT                                                      7,755+/- SF
- ------------------------------------------------------------------------------
   TOTAL OWNED GLA                                               327,393+/- SF
==============================================================================

==============================================================================
MARKET RENT CONCLUSIONS
- ------------------------------------------------------------------------------
MARKET RENT ESTIMATES (1998)
- ------------------------------------------------------------------------------
   TENANTS  <         1,000 SQ/FT                                  $70.00/SF
- ------------------------------------------------------------------------------
   TENANTS  1,001  -  2,000 SQ/FT                                  $50.00/SF
- ------------------------------------------------------------------------------
   TENANTS  2,001  -  3,500 SQ/FT                                  $35.00/SF
- ------------------------------------------------------------------------------
   TENANTS  3,501  -  5,000 SQ/FT                                  $30.00/SF
- ------------------------------------------------------------------------------
   TENANTS  5,001  -  7,500 SQ/FT                                  $27.50/SF
- ------------------------------------------------------------------------------
   TENANTS  >         7,501 SQ/FT                                  $25.00/SF
- ------------------------------------------------------------------------------
   KIOSK                                                          $300.00/SF
- ------------------------------------------------------------------------------
   FOOD COURT                                                     $135.00/SF
==============================================================================

==============================================================================
GROWTH RATE ASSUMPTIONS
- ------------------------------------------------------------------------------
RETAIL SALES GROWTH RATE
- ------------------------------------------------------------------------------
         YEAR: 1998-2008                                              + 3.5%
- ------------------------------------------------------------------------------
MARKET RENTAL GROWTH RATE
- ------------------------------------------------------------------------------
         YEAR: 1998-2008                                              + 3.5%
- ------------------------------------------------------------------------------
GENERAL EXPENSE GROWTH RATE
- ------------------------------------------------------------------------------
         YEAR: 1998-2008                                              + 3.5%
- ------------------------------------------------------------------------------
REAL ESTATE TAX GROWTH RATE
- ------------------------------------------------------------------------------
         YEAR: 1998-2008                                              + 4.0%
==============================================================================

- ------------------------------------------------------------------------------
                                     -118-
<PAGE>

<TABLE>
<CAPTION>
===================================================================================================== 
DISCOUNTED CASH FLOW ANALYSIS ("As Is" Analysis)
The Mall of New Hampshire
Cushman & Wakefield, Inc.
- ----------------------------------------------------------------------------------------------------- 
 YEAR             NET CASH        DISCOUNT FACTOR    PRESENT VALUE    COMPOSITION      ANNUAL CASH              
  NO.   YEAR        FLOW               10.25%        OF CASH FLOWS      OF YIELD     ON CASH RETURN            
===================================================================================================== 
<S>     <C>      <C>                 <C>              <C>                <C>              <C>     
   1    1999     $11,052,925    x    0.9070295   =    $10,025,329        6.88%            7.59%   
   2    2000     $12,292,679    x    0.8227025   =    $10,113,217        6.94%            8.44%   
   3    2001     $12,390,717    x    0.7462154   =     $9,246,144        6.35%            8.51%   
   4    2002     $12,461,889    x    0.6768394   =     $8,434,697        5.79%            8.56%   
   5    2003     $12,385,861    x    0.6139133   =     $7,603,844        5.22%            8.51%   
   6    2004     $12,724,825    x    0.5568374   =     $7,085,659        4.87%            8.74%   
   7    2005     $12,740,763    x    0.5050680   =     $6,434,951        4.42%            8.75%   
   8    2006     $13,088,308    x    0.4581115   =     $5,995,905        4.12%            8.99%   
   9    2007     $12,520,335    x    0.4155207   =     $5,202,458        3.57%            8.60%   
   10   2008     $13,022,953    x    0.3768895   =     $4,908,214        3.37%            8.94%   
- ----------------------------------------------------------------------------------------------------- 
Total Present Value of Cash Flows:                    $75,050,418       51.53%            8.56%   
                                                                         Total          Average      
- ----------------------------------------------------------------------------------------------------- 
</TABLE>


<TABLE>
<CAPTION>
Reversion Year   NOI/Income                      /       Terminal OAR     =        Reversion
- --------------   ----------                              ------------              ---------
<S>       <C>    <C>                                            <C>               <C>         
  11      2009   $16,245,281                     /              8.50%     =       $191,120,953
                 Less: Cost of Sale                             2.00%              ($3,822,419)
                 Less: TIs & Commissions                                                    $0
                 -----------------------                                      -----------------     
                 Net Reversion                                                    $187,298,534
                  x Discount Factor                                                  0.3768895
                 ------------------                                           -----------------     
                 Total Present Value of Reversion                                  $70,590,848      48.47%

Total Present Value of Cash Flows & Reversion:                                    $145,641,265     100.00%

                 ------------------------------------------------------------------------------
                 ROUNDED VALUE via
                 DISCOUNTED CASH FLOW:                                            $145,600,000
                 ------------------------------------------------------------------------------

                 ==============================================================================
                 Owned Net Rentable Area:                                              327,393
                 Value Per Square Foot (Owned GLA):                                    $444.73

                 Owned Mall Shop Area:                                                 317,748
                 Value Per Square Foot (Shop GLA):                                     $458.22

                 Year One NOI (12 months):                                         $11,837,534
                 Implicit Going-In Capitalization Rate:                                  8.13%

                 Compound Annual Growth Rate
                 Concluded Value to Net Reversion Value:                                 2.84%

                 Compound Annual Growth Rate
                 Net Cash Flow:                                                          1.84%
                 ==============================================================================
</TABLE>

<PAGE>

                                                 INCOME CAPITALIZATION APPROACH
- -------------------------------------------------------------------------------

===============================================================================
VACANCY & TYPICAL LEASE TERMS                               
- -------------------------------------------------------------------------------
AVERAGE LEASE TERM                                                   10 Years
- -------------------------------------------------------------------------------
RENEWAL PROBABILITY                                                    65.0 %
- -------------------------------------------------------------------------------
WEIGHTED AVERAGE DOWNTIME                                            2 Months
- -------------------------------------------------------------------------------
PERMANENT VACANCY                                                        None
- -------------------------------------------------------------------------------
CREDIT RISK LOSS                                                         5.0%
- -------------------------------------------------------------------------------
STABILIZED OCCUPANCY                                                   95.0 %
- -------------------------------------------------------------------------------
FORECASTED DATE OF STABILIZATION                                   April 1999
- -------------------------------------------------------------------------------
ABSORPTION PERIOD                                                   12 Months
===============================================================================

===============================================================================
OPERATING EXPENSE DATA
- -------------------------------------------------------------------------------
TENANT IMPROVEMENT ALLOWANCES
- -------------------------------------------------------------------------------
         NEW TENANTS                                               $ 15.00/SF
- -------------------------------------------------------------------------------
         RENEWAL TENANTS                                           $  5.00/SF
- -------------------------------------------------------------------------------
LEASING COMMISSIONS
- -------------------------------------------------------------------------------
         NEW TENANTS                                               $  2.50/SF
- -------------------------------------------------------------------------------
         RENEWAL TENANTS                                           $  1.50/SF
- -------------------------------------------------------------------------------
OTHER OPERATING ITEMS
- -------------------------------------------------------------------------------
         MANAGEMENT FEE (OF MIN.& % RENT)                                5.0%
- -------------------------------------------------------------------------------
         CAPITAL RESERVES (OF OWNED GLA)                           $  0.20/SF
===============================================================================

===============================================================================
RATES OF RETURN                                "AS IS"           "STABILIZED"
                                               ANALYSIS            ANALYSIS
- -------------------------------------------------------------------------------
CASH FLOW START DATE                        April 1, 1998       April 1, 1999
- -------------------------------------------------------------------------------
GOING-IN CAPITALIZATION RATE                 8.00%- 8.50%         8.00%-8.50%
- -------------------------------------------------------------------------------
TERMINAL CAPITALIZATION RATE                  8.25%-8.75%         8.25%-8.75%
- -------------------------------------------------------------------------------
DISCOUNT RATE                               10.50%-11.00%       10.00%-10.50%
- -------------------------------------------------------------------------------
REVERSIONARY SALES COSTS                            2.00%               2.00%
- -------------------------------------------------------------------------------
HOLDING PERIOD                                   10 Years            10 Years
===============================================================================

- -------------------------------------------------------------------------------
                                     -119-
<PAGE>

                                                 INCOME CAPITALIZATION APPROACH
- -------------------------------------------------------------------------------

=============================
DISCOUNTED CASH FLOW
"As Is" Analysis
=============================

        For a property such as the subject, it is our opinion that an investor
would require an all cash discount rate in the range of 10.50 to 11.00 percent
on an "As Is" operating basis. Accordingly, we have discounted the projected
future pre-tax cash flows to be received by an equity investor in the subject
property to a present value so as to yield 10.50 to 11.00 percent at 25 basis
point intervals on equity capital over the holding period. This range of rates
reflects the risks associated with the investment. Discounting these cash flows
over the range of yield and terminal rates now being required by participants
in the market for this type of real estate places additional perspective upon
our analysis. A valuation matrix for the subject appears on the FACING PAGE.

        Through such a sensitivity analysis, it can be seen that the present
value of the subject property varies from approximately $136.7 to $141.0
million on an "As Is" basis Giving consideration to all of the characteristics
of the subject previously discussed, we feel that a prudent investor would
require a yield which falls near the middle of the range outlined above for
this property. Accordingly, we believe that based upon all of the assumptions
inherent in our cash flow analysis, an investor would look toward as IRR around
10.50 percent and a terminal rate around 8.50 percent as being most
representative of the subject's value in the market.

        In view of the analysis presented here, it becomes our opinion that the
discounted cash flow analysis indicates an As Is Market Value of $140,500,000
for the subject property as of February 1, 1998, our date of analysis. Based on
this analysis, the following investment indices are indicated.

              Value Per SF of Owned GLA                       $424.57
              Value Per SF of Mall Shop GLA                   $437.45
              Implicit Going-In Capitalization Rate             7.93%
              Average Cash-on-Cash Return                       8.61%

        The analysis shows that the value is properly allocated with 50.95
percent coming from cash flow and 49.05 percent from the property reversion.
The implicit going-in capitalization rate is 7.93 percent and the average
cash-on-cash return is approximately 8.61 percent over the term.

- -------------------------------------------------------------------------------
                                     -120-
<PAGE>

<TABLE>
<CAPTION>
============================================================================================================
DISCOUNTED CASH FLOW ANALYSIS ("AS STABILIZED" ANALYSIS)
THE MALL OF NEW HAMPSHIRE
Cushman & Wakefield, Inc.
- ------------------------------------------------------------------------------------------------------------
 YEAR                NET CASH       DISCOUNT FACTOR        PRESENT VALUE   COMPOSITION     ANNUAL CASH
  NO.  YEAR            FLOW             10.25%             OF CASH FLOWS     OF YIELD     ON CASH RETURN
============================================================================================================
<S>    <C>        <C>                  <C>                 <C>                 <C>             <C>    
   1   2000       $12,237,733    x     0.9070295      =    $11,099,985         7.32%           8.08%  
   2   2001       $12,280,126    x     0.8227025      =    $10,102,890         6.67%           8.11%  
   3   2002       $12,386,575    x     0.7462154      =     $9,243,053         6.10%           8.18%  
   4   2003       $12,312,641    x     0.6768394      =     $8,333,680         5.50%           8.13%  
   5   2004       $12,602,288    x     0.6139133      =     $7,736,712         5.11%           8.32%  
   6   2005       $12,637,584    x     0.5568374      =     $7,037,080         4.64%           8.34%  
   7   2006       $13,028,551    x     0.5050680      =     $6,580,304         4.34%           8.60%  
   8   2007       $12,198,352    x     0.4581115      =     $5,588,206         3.69%           8.05%  
   9   2008       $12,432,338    x     0.4155207      =     $5,165,893         3.41%           8.21%  
   10  2009       $15,006,346    x     0.3768895      =     $5,655,734         3.73%           9.91%  
- --------------------------------------------------------------------------------------------------------------
TOTAL PRESENT VALUE OF CASH FLOWS:                         $76,543,535        50.51%           8.39%
                                                                               Total         Average
- --------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
Reversion Year               NOI/Income                      /                Terminal OAR     =       Reversion
- --------------               ----------                                       ------------             ---------
<S>       <C>                <C>                                                         <C>        <C>         
   11     2010               $17,260,268                     /                           8.50% =    $203,061,976
                             Less: Cost of Sale                                          2.00%       ($4,061,240)
                             Less: TIs & Commissions                                                          $0
                             -----------------------                                                -------------
                             Net Reversion                                                          $199,000,737
                              x Discount Factor                                                        0.3768895
                             ------------------                                                     -------------
                             TOTAL PRESENT VALUE OF REVERSION                                        $75,001,285         49.49%

TOTAL PRESENT VALUE OF CASH FLOWS & REVERSION:                                                      $151,544,820        100.00%

                             ------------------------------------------------------------------------------------
                             ROUNDED VALUE VIA
                             DISCOUNTED CASH FLOW:                                                  $151,500,000
                             ------------------------------------------------------------------------------------


                             ====================================================================================
                             OWNED NET RENTABLE AREA:                                                    327,393
                             VALUE PER SQUARE FOOT (OWNED GLA):                                          $462.75

                             OWNED MALL SHOP AREA:                                                       317,748
                             VALUE PER SQUARE FOOT (SHOP GLA):                                           $476.79

                             YEAR ONE NOI (12 MONTHS):                                               $12,430,220
                             IMPLICIT GOING-IN CAPITALIZATION RATE:                                        8.20%

                             COMPOUND ANNUAL GROWTH RATE
                             CONCLUDED VALUE TO NET REVERSION VALUE:                                       3.08%

                             COMPOUND ANNUAL GROWTH RATE
                             NET CASH FLOW:                                                                2.29%
                             ====================================================================================
</TABLE>

<PAGE>

                                                 INCOME CAPITALIZATION APPROACH
- -------------------------------------------------------------------------------

=============================
DISCOUNTED CASH FLOW
"At Stabilization"
=============================

        As noted, our cash flows "At Stabilization" essentially utilize the
same assumptions as our "As Is" analysis. Our valuation of the subject property
"At Stabilization" has a holding period of 10 years beginning April 1, 1999.
The assumptions remain the same as discussed previously, except for the
discount rate utilized. As discussed, we believe a prudent investor would
utilize a range in discount rates approximately 25 to 50 points lower than the
"As Is" scenario since there would be less risk to account for projected
lease-up and absorption. Accordingly, we have discounted the projected future
pre-tax cash flows to be received by an equity investor in the subject property
to a present value so as to yield 10.00 to 10.75 percent at 25 basis point
intervals on equity capital over the holding period. This range of rates
reflects the risks associated with the investment. Discounting these cash flows
over the range of yield and terminal rates now being required by participants
in the market for this type of real estate places additional perspective upon
our analysis. A prospective valuation matrix for the subject appears on the
FACING PAGE.

        Through such a sensitivity analysis, it can be seen that the present
value of the subject property varies from approximately $143.0 to $147.5
million "At Stabilization". Giving consideration to all of the characteristics
of the subject previously discussed, we feel that a prudent investor would
require a yield which falls near the middle of the range outlined above for
this property. Accordingly, we believe that based upon all of the assumptions
inherent in our cash flow analysis, an investor would look toward as IRR around
10.25 percent and a terminal rate around 8.50 percent.

        In view of the analysis presented here, it becomes our opinion that the
discounted cash flow analysis indicates a Prospective Market Value At
Stabilization of $145,400,000 for the subject property as of April 1, 1999, the
forecasted date of stabilization, based on conditions prevailing as of April 1,
1999, the date of analysis. Based on these value parameters, the following
investment indices are indicated.

              Value Per SF of Owned GLA                         $444.11
              Value Per SF of Mall Shop GLA                     $457.60
              Implicit Going-In Capitalization Rate               8.44%
              Average Cash-on-Cash Return                         8.56%

        The analysis shows that the value is properly allocated with 51.59
percent coming from cash flow and 48.41 percent from the property reversion.
The implicit going-in capitalization rate is 8.44 percent and the average
cash-on-cash return is approximately 8.56 percent over the term.

        We note that the computed equity yield is not necessarily the true rate
of return on equity capital. This analysis has been performed on a pre-tax
basis. The tax benefits created by real estate investment will serve to attract
investors to a pre-tax yield which is not the full measure of the return on
capital.

- -------------------------------------------------------------------------------
                                     -121-
<PAGE>

                                                 INCOME CAPITALIZATION APPROACH
- -------------------------------------------------------------------------------

==================================================
DIRECT CAPITALIZATION
"At Stabilization"
==================================================

        To further support our prospective value conclusion "At Stabilization"
derived via the discounted cash flow, we have also utilized the direct
capitalization method. In direct capitalization, an overall rate is applied to
the net operating income of the subject property. In this case, we will again
consider the indicated overall rates from the comparable sales in the Sales
Comparison Approach, as well as those rates established in our Investor Survey.

        In view of our total analysis, we would anticipate that the subject
property would trade at an overall rate of approximately 8.25 to 8.50 percent
applied to first year income. Applying these rates to first stabilized year net
operating income before reserves, alterations, and other expenses for the
subject of $12,266,583 results in a value of approximately $144.3 to $148.7
million. From this range, we would be inclined to conclude at a Prospective
Market Value At Completion of $145,000,000 via Direct Capitalization as of
April 1, 1999, based on conditions prevailing as of February 16, 1998, the date
of analysis. This value is indicative of an overall rate of 8.46 percent.

- -------------------------------------------------------------------------------
                                     -122-
<PAGE>

                                        RECONCILIATION AND FINAL VALUE ESTIMATE
- -------------------------------------------------------------------------------

        Reconciliation is the process of deriving a single point value estimate
for the subject property from the indications provided by the approaches at
hand. This process requires the weighing of each approach as they relate to the
appraisal assignment and resolving the differences among the valuation
procedures. In the end, a single estimate of market value is concluded based
upon the appropriateness of each value indication. A summary of the value
indications for the subject is set forth below.

================================================================================
                                "AS IS" VALUE SUMMARY    "AS STABILIZED" SUMMARY
================================================================================
Cost Approach                                     N/A                        N/A
- --------------------------------------------------------------------------------
Sales Comparison Approach                $141,100,000               $145,000,000
- --------------------------------------------------------------------------------
Income Capitalization Approach
     Direct Capitalization               $140,500,000               $145,000,000
================================================================================

        Two approaches to value have been utilized for this analysis. In
general terms, the approaches included provide complimentary results, each
technique supporting the other. "As Is", the range of values runs from $75
million to $78.4 million, a spread of 4.53 percent.


SALES COMPARISON APPROACH

        The Sales Comparison Approach has arrived at a value for the subject
property by analyzing historical arms-length transactions, reducing the
gathered information to common units of comparison, adjusting the sale data for
differences with the subject, and interpreting the results to yield a
meaningful value conclusion. The basis of these conclusions was the
cash-on-cash return based on net income and the adjusted price per square foot
of gross leasable area sold.

        The process of comparing historical sales data to assess what
purchasers have been paying for similar type properties is weak in estimating
future expectations. Although the unit sale price yields comparable
conclusions, it is not the primary tool by which the investor market for a
property like the subject operates. In addition, no two properties are alike
with respect to quality of construction, location, market segmentation and
income profile. As such, subjective judgment necessarily becomes a part of the
comparative process.

        The usefulness of this approach is that it interprets specific investor
parameters established in their analysis and ultimate purchase of a property.
In light of the above, this methodology is best suited as support for the
conclusions of the Income Approach. It provides useful market extracted rates
of return, such as overall rates, to simulate investor behavior in the Income
Capitalization Approach.


INCOME CAPITALIZATION APPROACH

        DISCOUNTED CASH FLOW ANALYSIS

        The subject property is highly suited to analysis by the discounted
cash flow method (DCF) as it will be bought and sold in investment circles. The
focus on property value in relation to anticipated income is well founded since
the basis for investment is profit in the form of return or yield on invested
capital. 

- -------------------------------------------------------------------------------
                                     -123-
<PAGE>

                                        RECONCILIATION AND FINAL VALUE ESTIMATE
- -------------------------------------------------------------------------------

        The subject property, as an investment vehicle, is sensitive to all
changes in the economic climate and the economic expectations of investors. The
discounted cash flow analysis may easily reflect changes in the economic
climate of investor expectations by adjusting the variables used to qualify the
model. In the case of the subject property, the DCF can analyze existing
leases, probabilities of future rollovers and turnovers, and reflect the
expectations of overage rents. Essentially, the DCF can model many of the
dynamics of a complex shopping center. Particular emphasis is placed on the
results of the discounted cash flow analysis because of the applicability of
this method in accounting for the specific characteristics of the property, as
well as being the tool used by many purchasers.

        CAPITALIZATION

        Direct capitalization has its basis in capitalization theory and uses
the premise that the relationship between income and sales price may be
expressed as a rate or its reciprocal, a multiplier. This process selects rates
derived from the marketplace, in much the same fashion as the Sales Comparison
Approach, and applies this to a projected net operating income to derive a sale
price. The weakness here is the idea of using one year of cash flow as the
basis for calculating a sale price.

        This is simplistic in its view of expectations and may sometimes be
misleading. If the year chosen for the analysis of the sale price contains an
income steam that is over or understated, this error is compounded by the
capitalization process. Nonetheless, real estate of the subject's caliber is
commonly purchased on a direct capitalization basis. Overall, this methodology
has been given important consideration in our total analysis of the subject
property upon stabilized operations.


CONCLUSIONS

        We have briefly discussed the applicability of each of the methods
presented. Because of certain vulnerable characteristics in the Sales
Comparison Approach, it has been used as supporting evidence and as a final
check on the value conclusion indicated by the Income Approach methodologies.

        The ranges in value exhibited by the Income Capitalization Approach are
consistent with the leasing profiles. Each indicates complimentary results with
the Sales Comparison Approach, the conclusions being supportive of each method
employed, and neither range being extremely high or low in terms of the other.

- -------------------------------------------------------------------------------
                                     -124-
<PAGE>

                                        RECONCILIATION AND FINAL VALUE ESTIMATE
- -------------------------------------------------------------------------------

MARKET VALUE AS IS

        As a result of our analysis, we have formed an opinion that the AS IS
MARKET VALUE of the Leased Fee Estate in the referenced real property, subject
to the assumptions, limiting conditions, certifications, and definitions, as of
February 16, 1998, the date of analysis, was:

                     ONE HUNDRED FORTY ONE MILLION DOLLARS
                                  $141,000,000


        Furthermore, it is our opinion that the market value of the leased fee
estate in the referenced property, upon attainment of stabilized occupancy, as
of April 1, 1999, the forecasted date of stabilized occupancy will be:

                     ONE HUNDRED FORTY FIVE MILLION DOLLARS
                                  $145,000,000



- -------------------------------------------------------------------------------
                                     -125-
<PAGE>

                                            ASSUMPTIONS AND LIMITING CONDITIONS
- -------------------------------------------------------------------------------

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

"Property" means the subject of the Appraisal.

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

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

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

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

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

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

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

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

- -------------------------------------------------------------------------------
                                     -126-
<PAGE>

                                            ASSUMPTIONS AND LIMITING CONDITIONS
- -------------------------------------------------------------------------------

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

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

        8.    The forecasted potential gross income referred to in the
              Appraisal may be based on lease summaries provided by the owner
              or third parties. The Appraiser assumes no responsibility for the
              authenticity or completeness of lease information provided by
              others. C&W recommends that legal advice be obtained regarding
              the interpretation of lease provisions and the contractual rights
              of parties.

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

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

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

- -------------------------------------------------------------------------------
                                     -127-
<PAGE>

                                                     CERTIFICATION OF APPRAISAL
- -------------------------------------------------------------------------------

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

1.      Vincent S. Maniscalco inspected the property and prepared the report.
        Richard W. Latella, MAI has reviewed and approved the report but did
        not inspect the property.

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

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

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

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

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

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

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

9.      As of the date of this report, Richard W. Latella, MAI have completed
        the requirements of the continuing education program of the Appraisal
        Institute.


        /s/ Vincent S. Maniscalco

        Vincent S. Maniscalco
        Director
        Retail Valuation Group


        /s/ Richard W. Latella
 
        Richard W. Latella, MAI
        Senior Director
        Retail Valuation Group

- -------------------------------------------------------------------------------
                                     -128-
<PAGE>

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



                               LEGAL DESCRIPTION

                                INVESTOR SURVEY

                             1991 - 1994 MALL SALES

                          FOOD COURT RENT COMPARABLES

                        PRO-JECT+ LEASE ABSTRACT REPORT

                          PRO-JECT+ ASSUMPTIONS REPORT

                       PRO-JECT+ LEASE EXPIRATION REPORT

                         TENANT OCCUPANCY COST ANALYSIS

                             ENDS FULL DATA REPORT

                   INCOME & EXPENSE GROWTH ANALYSIS - "As Is"

                         SENSITIVITY ANALYSIS - "As Is"

                     CASH FLOW PRO FORMA - "As Stabilized"

               INCOME & EXPENSE GROWTH ANALYSIS - "As Stabilized"

                     SENSITIVITY ANALYSIS - "As Stabilized"

                             RETAIL MARKET OVERVIEW

                           APPRAISERS' QUALIFICATIONS



- -------------------------------------------------------------------------------
                                     -129-

<PAGE>



                                  EXHIBIT "A"

                                    Part 6

                  LEGAL DESCRIPTION OF MALL OF NEW HAMPSHIRE
                  ------------------------------------------
                             SHOPPING CENTER SITE
                             --------------------

       A certain parcel of land situated in the City of Manchester,
Hillsborough Country, New Hampshire, said parcel being shown as Parcels A
through S on a survey and plan entitled "Lot Line Adjument/Consolidation Plan
for Mall of New Hampshire Expansion, South Willow Street, Manchester, New
Hampshire", prepared for New England Development, Scale 1" = 60 dated August,
1996, by Costello, Lomasney & deNapoli, Inc., recorded with the Hillsbrough
Country Registry of Deeds as Plan No. 28254 (the "Plan"), bounds and described
as follows:

       Beginning at a point on the Interstate Route 293 limited access
right-of-way line (L.A.R.O.W. line) at its interstate with the easterly street
line of South Willow Street (Route 28), said being the northwesterly corner of
the parcel herein described;

       Thence, easterly along said L.A.R.O.W. line on the following courses:
North 81(degree) 38(feet) 31(inches) Ease, a distance of 285.20 feet; along a
curve to the left with a radius of 677.00 feet, a distance of 185.33 feet;
North 65(degree) 57(feet) 27(inches) East, a distance of 229.93 feet; along a
curve to the right with a radius of 11,309.15 feet a distance of 1,308.12 feet
to a point on the westerly street line of Huse Road;

       Thence, southerly along said street line on the following courses: South
37(degree) 38(feet) 11(inches) West, a distance of 827.38 feet to point on the
division line between the parcel herein described on the north and land now or
formerly of Bernard H. and Josephine Cowette (Tax 666A, Lot 5) on the south;

       Thence, westerly and southerly along said land of Cowette on the
following courses: North 60(degree) 16(feet) 09(inches) West, a distance of
96.71 feet; South 37(degree) 03(feet) 16(inches) West, a distance of 52.85 feet
to a point at the southwest corner of said land of Cowette and on the division
line between said Cowette on the north and land now of formerly of John N.
Ashkar and Ashkar Children's Limited Liability Company (Tax Map 666A, Lots 6
and 7), said parcel leaded by Manchester Mall Realty Trust and assigned to MHN
Mall L.L.C., on the south;

       Thence, easterly along said leased parcel on a bearing of South
60(degree) 16(feet) 09(inches) East, a distance of 89.17 feet to a point on
the westerly street line of said Huse Road;

       Thence, southerly along said street line along a curve to the left with
a radius of 1,178.00 feet, a distance of 160.64 feet to a point on the division
line between said leased land on the north and land now or formerly of Margaret
St. Pierre and Ruth A Field (Tax Map 666s, Lor 8) on the south;

       Thence, westerly and southerly along said land of Pierre and Field,
other land of Pierre and Field (Tax Map 666A, Lot 9), land now or formerly of
Eward A. and Sally I. Welch (Tax Map 666A, Lot 10) and land now or formerly of
Susan E. and Kathleen A. Longchamps (Tax

                            A-Part 6 - Page 1 of 3


<PAGE>

Map 666A, Lot 11) on the following courses: North 62(degree) 43(feet)
38(inches) West, a distance of 93.51 feet: South 19(degree) 55(feet) 26(inches)
West, a distance of 263.60 feet to a point at the southwesterly corner of said
land of Longchamps;

       Thence, easterly along said land of Longchapms on a bearing of South
59(degree) 51(feet) 04 (inches) East, a distance of 76.33 feet to a point on
the westerly street line of said Huse Road;

       Thence, southerly along said street line on the following courses: South
19(degree) 57(feet) 00(inches) West, a distance of 424.98 feet; along a curve
to the right with a radius of 1,304.85 feet, a distance of 307.58 feet to a
point on the division line between the parcel herein described on the north and
land now or formerly of Public Service of New Hampshire (Tax Map 666A, Line 9A)
on the south;

       Thence, westerly, northerly, westerly, northerly, westerly, and
southerly in that order. along said land of Public Service of New Hampshire on
the following course: North 60(degree 16(feet) 54(inches) West, a distance of
100.00 feet; North 24(degree) 07(feet) 46(inches) East, a distance of 100.48
feet; North 60(degree) 16(feet) 54(inches) West, a distance of 176.36 feet;
along curve to the left with a radius of 35.00 feet, a distance of 55.33 feet;
South 29(degree) 08(feeet) 15(inches) West, a distance of 540.06 feet to a
point on the division line between the parcel herein described on the west, a
land now or formerly of Carefree Associates Limited Partnership (Tax 666, Lot 9)
on the east;

       Thence, southerly and westerly along said land of Carefree Associate
Limited Partnership and land now or formerly of Harvey Industries
Manufacturing, Inc. (Tax Map 666, Lot 7) on the following courses: South
29(degree) 08(feet) 15(inches) West, a distance of 31,12 feet; North 76(degree)
18(feet) 14(inches) West, a distance of 212.34 feet to a point at the northwest
corner of said land of Harvey Industries Manufacturing, Inc.;

       Thence, southerly and southwesterly along said land of Harvey Industries
on the following courses: South 15(degree 23(feet 42(inches) West, a distance
190.27 feet; South 65(degree) 25(feet) 18(inches) West, a distance of 330.99
feet to a point at the northwest corner of the City Manchester, known as
Merrill Cemetery (Tax Map 666, Lot 2B);

       Thence, westerly along said Merrill Cemetery, following a stone wall, on
a bearing of North 83(degree 43(feet 19(inches) West, a distance of 199.63 feet
to a point on the easterly street line of Nutt Road;

       Thence, further westerly crossing said Nutt Road on a bearing of North
76(degree 59(feet) 20(inches) West, a distance of 57.75 feet to a point on the
westerly street line of said Nutt Road;

       Thence, southerly and westerly along said street line on the following
courses: South 13(degree) 00(feet) 14(inches) West, a distance of 0.83 feet;
South 11(degree 22(feet) 26(inches) West, a distance of 100.88 feet; North
79(degree) 14(feet) 31(inches) West, a distance of 7.27 feet to a point on the
easterly street line of said South Willow Street;

                             A-Part6 - Page 2 of 3

<PAGE>


       Thence, northerly along said street line on a bearing of North
09(degree) 04(feet) 44(inches) West, a distance of 232.90 feet to a point on
the division line between the parcel herein described on the south a land now
or formerly of John N. Ashkar and Ashkar Children's Limited Liability Company
(Tax 666, Lot 1), said parcel being to MNH Mall L.L.C., on the north;

       Thence, further northerly, easterly, and northerly, in that order, along
said street line and following the said leased parcel on the following courses:
North 79(degree 24(feet) 22(inches) West, a distance of 295.77 feet; North
79(degree) 24(feet) 22(inches) East, a distance of 35.01 feet along curve to
the right with a radius of 1,045.92 feet, a distance of 467.70 feet to a point
at northwesterly corner of said Ashkar leased parcel;

       Thence, further northerly along said street line on the following
courses: along a curve to the right with a radius of 1,045.92 feet, a distance
of 327.36 feet; North 31(degree 57(feet) 34(inches) East, a distance of 200.00
feet; along a curve to the left with radius 1,245.92 feet, a distance of 547.09
feet; North 07(degree) 48(feet) 01(inches) East, a distance of 12.77 feet to
the point or place of beginning.

       Being 3,075,962 square feet (70.61 acres) more or less.

<PAGE>


Mon Mar 2, 1998                                                       Page 1

                             CUSTOM SUMMARY REPORT
                        (POP 80-02, HH 80-02, INC 80-02)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6510
                                  PREPARED FOR
                            CUSHMAN & WAKEFIELD, INC

TOTAL TRADE AREA
MALL OF NEW HAMPSHIRE               COORD: 00:00.00 00:00.00

<TABLE>
<CAPTION>
- ------------------------------------------
DESCRIPTION                       TOTALS
- ------------------------------------------
<S>                               <C>
POP_80: TOTAL                     273,122
POP_90: TOTAL                     346,578
POP_97: TOTAL (EST.)              373,944
POP_02: TOTAL (PROJ.)             398,925
HH_80: TOTAL                       94,924
HH_90: TOTAL                      126,908
HH_97: TOTAL (EST.)               144,105
HH_02: TOTAL (PROJ.)              157,139
INC_80: PER CAPITA (EST.)        $  7,257
INC_90: PER CAPITA               $ 16,823
INC_97: PER CAPITA (EST.)        $ 24,459
INC_02: PER CAPITA (PROJ.)       $ 31,301
HH_90_BY INCOME_89: MEDIAN       $ 39,951
HH_97_BY INCOME: MEDIAN          $ 49,111
HH_02_BY INCOME: MEDIAN          $ 57,694
HH_80_BY INCOME_79: AVERAGE      $ 20,881
HH_90_BY INCOME_89: AVERAGE      $ 45,376
HH_97_BY INCOME: AVERAGE         $ 62,271
HH_02_BY INCOME: AVERAGE         $ 78,047
1990 MEDIAN HOUSE VALUE          $137,608
1997 MEDIAN HOUSE VALUE          $156,969
2002 MEDIAN HOUSE VALUE          $172,907
</TABLE>

<PAGE>

Mon Mar 2, 1998                                                       Page 1

                             CUSTOM SUMMARY REPORT
                        (POP 80-02, HH 80-02, INC 80-02)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6510
                                  PREPARED FOR
                            CUSHMAN & WAKEFIELD, INC

TOTAL TRADE AREA
MALL OF NEW HAMPSHIRE               COORD: 00:00.00 00:00.00

<TABLE>
<CAPTION>
- ----------------------------------------------------
DESCRIPTION                                TOTALS
- ----------------------------------------------------
<S>                                        <C>
POPULATION
   2002 PROJECTION                         398,925
   1997 ESTIMATE                           373,944
   1990 CENSUS                             346,578
   1980 CENSUS                             273,122
   GROWTH 1980 - 1990                        26.89%

HOUSEHOLDS
   2002 PROJECTION                         157,139
   1997 ESTIMATE                           144,105
   1990 CENSUS                             126,908
   1980 CENSUS                              94,924
   GROWTH 1980 - 1990                        33.70%

1997 ESTIMATED POPULATION BY RACE          373,944
   WHITE                                     97.31%
   BLACK                                      0.90%
   ASIAN & PACIFIC ISLANDER                   1.07%
   OTHER RACES                                0.71%

1997 ESTIMATED POPULATION                  373,944
   HISPANIC ORIGIN                            1.42%

OCCUPIED UNITS                             126,908
  OWNER OCCUPIED                             65.83%
  RENTER OCCUPIED                            34.17%
  1990 AVERAGE PERSONS PER HH                 2.66

1997 EST. HOUSEHOLDS BY INCOME             144,105
   $150,000 OR MORE                           3.84%
   $100,000 TO $149,999                       7.24%
   $75,000 TO $99,999                        10.86%
   $50,000 TO $74,999                        26.90%
   $35,000 TO $49,999                        19.45%
   $25,000 TO $34,999                        10.79%
   $15,000 TO $24,999                         9.97%
   $5,000 TO $15,000                          8.58%
   UNDER $5,000                               2.36%

1997 EST. AVERAGE HOUSEHOLD INCOME       $  62,271
1997 EST. MEDIAN HOUSEHOLD INCOME        $  49,111
1997 EST. PER CAPITA INCOME              $  24,459
</TABLE>

<PAGE>

Mon Mar 2, 1998                                                       Page 2


                             CUSTOM SUMMARY REPORT
                        (POP 80-02, HH 80-02, INC 80-02)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6510
                                  PREPARED FOR
                            CUSHMAN & WAKEFIELD, INC


TOTAL TRADE AREA
MALL OF NEW HAMPSHIRE               COORD: 00:00.00 00:00.00

<TABLE>
<CAPTION>
- ------------------------------------------------
DESCRIPTION                             TOTALS
- ------------------------------------------------
<S>                                  <C>
1997 ESTIMATED POPULATION BY SEX       373,944
   MALE                                  49.59%
   FEMALE                                50.41%

MARITAL STATUS                         268,919
   SINGLE MALE                           13.62%
   SINGLE FEMALE                         11.58%
   MARRIED                               58.71%
   PREVIOUSLY MARRIED MALE                5.40%
   PREVIOUSLY MARRIED FEMALE             10.69%

HOUSEHOLDS WITH CHILDREN                50,487
   MARRIED COUPLE FAMILY                 80.45%
   OTHER FAMILY-MALE HEAD                 4.18%
   OTHER FAMILY-FEMALE HEAD              14.13%
   NON FAMILY                             1.24%

1997 ESTIMATED POPULATION BY AGE       373,944
   UNDER 5 YEARS                          8.82%
   5 TO 9 YEARS                           7.03%
   10 TO 14 YEARS                         6.45%
   15 TO 17 YEARS                         3.73%
   18 TO 20 YEARS                         3.62%
   21 TO 24 YEARS                         4.55%
   25 TO 29 YEARS                         7.99%
   30 TO 34 YEARS                         9.21%
   35 TO 39 YEARS                        10.01%
   40 TO 49 YEARS                        16.37%
   50 TO 59 YEARS                         8.72%
   60 TO 64 YEARS                         3.20%
   65 TO 69 YEARS                         3.21%
   70 TO 74 YEARS                         2.26%
   75 + YEARS                             4.83%

   MEDIAN AGE                            34.24
   AVERAGE AGE                           34.75
</TABLE>

<PAGE>

Mon Mar 2, 1998                                                       Page 3

                             CUSTOM SUMMARY REPORT
                         (POP FACTS: FULL DATA REPORT)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6510
                                  PREPARED FOR
                            CUSHMAN & WAKEFIELD, INC

TOTAL TRADE AREA
MALL OF NEW HAMPSHIRE               COORD: 00:00.00 00:00.00

<TABLE>
<CAPTION>
- -------------------------------------------------
DESCRIPTION                              TOTALS
- -------------------------------------------------
<S>                                     <C>
1997 ESTIMATED FEMALE POP. BY AGE       188,489
   UNDER 5 YEARS                           8.65%
   5 TO 9 YEARS                            6.54%
   10 TO 14 YEARS                          6.19%
   15 TO 17 YEARS                          3.49%
   18 TO 20 YEARS                          3.58%
   21 TO 24 YEARS                          4.73%
   25 TO 29 YEARS                          7.98%
   30 TO 34 YEARS                          9.11%
   35 TO 39 YEARS                          9.91%
   40 TO 49 YEARS                         15.88%
   50 TO 59 YEARS                          8.62%
   60 TO 64 YEARS                          3.25%
   65 TO 69 YEARS                          3.27%
   70 TO 74 YEARS                          2.59%
   75 + YEARS                              6.21%
   FEMALE MEDIAN AGE                      34.86
   FEMALE AVERAGE AGE                     35.81

POPULATION BY HOUSEHOLD TYPE            346,578
   FAMILY HOUSEHOLDS                      84.22%
   NON--FAMILY HOUSEHOLDS                 13.34%
   GROUP QUARTERS                          2.44%

HOUSEHOLDS BY TYPE                      126,908
   SINGLE MALE                             9.03%
   SINGLE FEMALE                          12.44%
   MARRIED COUPLE                         60.10%
   OTHER FAMILY--MALE HEAD                 3.05%
   OTHER FAMILY--FEMALE HEAD               8.69%
   NON FAMILY--MALE HEAD                   4.13%
   NON FAMILY--FEMALE HEAD                 2.55%

POPULATION BY URBAN VS. RURAL           346,535
   URBAN                                  58.64%
   RURAL                                  41.36%
</TABLE>

<PAGE>

Mon Mar 2, 1998                                                       Page 4

                             CUSTOM SUMMARY REPORT
                         (POP FACTS: FULL DATA REPORT)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6510
                                  PREPARED FOR
                            CUSHMAN & WAKEFIELD, INC

TOTAL TRADE AREA
MALL OF NEW HAMPSHIRE               COORD: 00:00.00 00:00.00

<TABLE>
<CAPTION>

- -------------------------------------------------------------
DESCRIPTION                                          TOTALS
- -------------------------------------------------------------
<S>                                                 <C>
FEMALES 16+ WITH CHILDREN 0 -- 17: BASE             136,357
   WORKING WITH CHILD 0 -- 5                           7.07%
   NOT WORKING WITH CHILD 0 -- 5                       0.52%
   NOT IN LABOR FORCE WITH CHILD 0 -- 5                3.01%
   WORKING WITH CHILD 6 -- 17                         14.26%
   NOT WORKING WITH CHILD 6 -- 17                      0.60%
   NOT IN LAB. FORCE WITH CHILD 6 -- 17                3.00%
   WORKING WITH CHILD 0 -- 5 & 6 -- 18                 4.00%
   NOT WORKING WITH CHILD 0 -- 5 & 6 -- 18             0.22%
   NOT IN LAB. FORCE W/CHILD 0 -- 5 & 6 -- 18          2.33%
   WORKING WITH NO CHILDREN                           37.94%
   NOT WORKING WITH NO CHILDREN                        2.35%
   NOT IN LAB. FORCE WITH NO CHILD.                   24.71%

HH BY AGE BY POVERTY STATUS                         127,152
   ABOVE POVERTY UNDER AGE 65                         79.31%
   ABOVE POVERTY AGE 65 +                             14.49%
   BELOW POVERTY UNDER AGE 65                          4.03%
   BELOW POVERTY AGE 65 +                              2.17%

POPULATION 16+ BY EMPLOYMENT STATUS                 264,487
   EMPLOYED IN ARMED FORCES                            6.53%
   EMPLOYED CIVILIANS                                 69.53%
   UNEMPLOYED CIVILIANS                                4.44%
   NOT IN LABOR FORCE                                 25.79%

POPULATION 16+ BY OCCUPATION                        183,896
   EXECUTIVE AND MANAGERIAL                           14.58%
   PROFESSIONAL SPECIALTY                             15.41%
   TECHNICAL SUPPORT                                   4.21%
   SALES                                              12.88%
   ADMINISTRATIVE SUPPORT                             16.94%
   SERVICE: PRIVATE HOUSEHOLD                          0.20%
   SERVICE: PROTECTIVE                                 1.35%
   SERVICE: OTHER                                      9.60%
   FARMING FORESTRY & FISHING                          0.89%
   PRECISION PRODUCTION & CRAFT                       11.73%
   MACHINE OPERATOR                                    5.93%
   TRANS. AND MATERIAL MOVING                          3.28%
   LABORERS                                            3.00%
</TABLE>

<PAGE>

Mon Mar 2, 1998                                                       Page 5

                             CUSTOM SUMMARY REPORT
                         (POP FACTS: FULL DATA REPORT)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6510
                                  PREPARED FOR
                            CUSHMAN & WAKEFIELD, INC

TOTAL TRADE AREA
MALL OF NEW HAMPSHIRE               COORD: 00:00.00 00:00.00

<TABLE>
<CAPTION>
- ----------------------------------------------------
DESCRIPTION                                 TOTALS
- ----------------------------------------------------
<S>                                         <C>
FAMILIES BY NUMBER OF WORKERS               92,059
   NO WORKERS                                 7.46%
   ONE WORKER                                22.11%
   TWO WORKERS                               55.04%
   THREE + WORKERS                           15.39%

HISPANIC POPULATION BY TYPE                346,578
   NOT HISPANIC                              98.84%
   MEXICAN                                    0.21%
   PUERTO RICAN                               0.38%
   CUBAN                                      0.05%
   OTHER HISPANIC                             0.52%

1997 HISPANICS BY RACE: BASE                 5,297
   WHITE                                     58.68%
   BLACK                                      6.14%
   ASIAN                                      0.96%
   OTHER                                     34.22%

POPULATION BY TRANSPORTATION TO WORK       181,080
   DRIVE ALONE                               80.16%
   CAR POOL                                  12.29%
   PUBLIC TRANSPORTATION                      0.78%
   DRIVE MOTORCYCLE                           0.10%
   WALKED ONLY                                3.03%
   OTHER MEANS                                0.64%
   WORKED AT HOME                             2.98%

POPULATION BY TRAVEL TIME TO WORK          181,080
   UNDER 10 MINUTES / WORK AT HOME           17.89%
   10 TO 29 MINUTES                          50.93%
   30 TO 59 MINUTES                          23.97%
   60 TO 89 MINUTES                           5.74%
   90+ MINUTES                                1.47%
   AVERAGE TRAVEL TIME IN MINUTES            22.60

HOUSEHOLDS BY NO. OF VEHICLES              126,886
   NO VEHICLES                                6.65%
   1 VEHICLE                                 30.72%
   2 VEHICLES                                45.12%
   3+ VEHICLES                               17.51%
   ESTIMATED TOTAL VEHICLES                224,588
</TABLE>

<PAGE>

Mon Mar 2, 1998                                                       Page 6

                             CUSTOM SUMMARY REPORT
                      (POP 80-02, FACTS: FULL DATA REPORT)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6510
                                  PREPARED FOR
                            CUSHMAN & WAKEFIELD, INC

TOTAL TRADE AREA
MALL OF NEW HAMPSHIRE               COORD: 00:00.00 00:00.00

<TABLE>
<CAPTION>
- --------------------------------------------------
DESCRIPTION                              TOTALS
- --------------------------------------------------
<S>                                      <C>
POPULATION 25+ BY EDUCATION LEVEL        221,871
   ELEMENTARY (0--8)                        6.81%
   SOME HIGH SCHOOL (9--11)                10.53%
   HIGH SCHOOL GRADUATE (12)               30.23%
   SOME COLLEGE (13--15)                   18.76%
   ASSOCIATES DEGREE ONLY                   8.52%
   BACHELORS DEGREE ONLY                   17.01%
   GRADUATE DEGREE                          8.13%

POPULATION ENROLLED IN SCHOOL             86,072
   PUBLIC PRE- PRIMARY                      3.08%
   PRIVATE PRE- PRIMARY                     5.67%
   PUBLIC ELEM/HIGH                        59.49%
   PRIVATE ELEM/HIGH                        6.86%
   ENROLLED IN COLLEGE                     24.90%

HOUSING UNITS BY OCCUPANCY STATUS        138,196
   OCCUPIED                                91.83%
   VACANT                                   8.17%

VACANT UNITS                              11,288
   FOR RENT                                50.20%
   FOR SALE ONLY                           17.80%
   SEASONAL                                16.60%
   OTHER                                   15.40%

OWNER OCCUPIED PROPERTY VALUES            62,483
   UNDER $25,000                            0.46%
   $25,000 TO $49,999                       0.93%
   $50,000 TO $74,999                       3.25%
   $75,000 TO $99,999                      13.61%
   $100,000 TO $149,999                    47.84%
   $150,000 TO $199,999                    21.18%
   $200,000 TO $299,999                    10.32%
   $300,000 TO $399,999                     1.67%
   $400,000 TO $499,999                     0.41%
   $500,000 +                               0.35%

MEDIAN PROPERTY VALUE                   $137,608
TOTAL RENTAL UNITS                        41,645
MEDIAN RENT                             $    499
</TABLE>

<PAGE>

Mon Mar 2, 1998                                                       Page 7

                             CUSTOM SUMMARY REPORT
                      (POP FACTS: FACTS: FULL DATA REPORT)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6510
                                  PREPARED FOR
                            CUSHMAN & WAKEFIELD, INC

TOTAL TRADE AREA
MALL OF NEW HAMPSHIRE               COORD: 00:00.00 00:00.00

<TABLE>
<CAPTION>
- --------------------------------------------
DESCRIPTION                         TOTALS
- --------------------------------------------
<S>                                <C>
PERSONS IN UNIT                    126,908
   1 PERSON UNITS                    21.47%
   2 PERSON UNITS                    31.99%
   3 PERSON UNITS                    18.87%
   4 PERSON UNITS                    17.93%
   5 PERSON UNITS                     6.96%
   6 PERSON UNITS                     1.97%
   7 + UNITS                          0.80%

YEAR ROUND UNITS IN STRUCTURE      138,196
   SINGLE UNITS DETACHED             53.56%
   SINGLE UNITS ATTACHED              5.39%
   DOUBLE UNITS                       8.71%
   3 TO 9 UNITS                      13.86%
   10 TO 19 UNITS                     4.02%
   20 TO 49 UNITS                     7.51%
   50 + UNITS                         1.31%
   MOBILE HOME OR TRAILER             4.68%
   ALL OTHER                          0.95%

SINGLE/MULTIPLE UNIT RATIO            1.66

HOUSING UNITS BY YEAR BUILT        126,886
   BUILT 1989 TO MARCH 1990           1.74%
   BUILT 1985 TO 1988                16.59%
   BUILT 1980 TO 1984                11.55%
   BUILT 1970 TO 1979                21.26%
   BUILT 1960 TO 1969                11.46%
   BUILT 1950 TO 1959                 7.94%
   BUILT 1940 TO 1949                 4.85%
   BUILT 1939 OR EARLIER             24.61%
</TABLE>

<PAGE>

Mon Mar 2, 1998                                                       Page 1

                             CUSTOM SUMMARY REPORT
                        (POP 80-02, HH 80-02, INC 80-02)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6510
                                  PREPARED FOR
                            CUSHMAN & WAKEFIELD, INC

TOTAL TRADE AREA
MALL OF NEW HAMPSHIRE               COORD: 00:00.00 00:00.00

<TABLE>
<CAPTION>
- ------------------------------------------
DESCRIPTION                       TOTALS
- ------------------------------------------
<S>                               <C>
POP_80: TOTAL                     273,122
POP_90: TOTAL                     346,578
POP_97: TOTAL (EST.)              373,944
POP_02: TOTAL (PROJ.)             398,925
HH_80: TOTAL                       94,924
HH_90: TOTAL                      126,908
HH_97: TOTAL (EST.)               144,105
HH_02: TOTAL (PROJ.)              157,139
INC_80: PER CAPITA (EST.)        $  7,257
INC_90: PER CAPITA               $ 16,823
INC_97: PER CAPITA (EST.)        $ 24,459
INC_02: PER CAPITA (PROJ.)       $ 31,301
HH_90_BY INCOME_89: MEDIAN       $ 39,951
HH_97_BY INCOME: MEDIAN          $ 49,111
HH_02_BY INCOME: MEDIAN          $ 57,694
HH_80_BY INCOME_79: AVERAGE      $ 20,881
HH_90_BY INCOME_89: AVERAGE      $ 45,376
HH_97_BY INCOME: AVERAGE         $ 62,271
HH_02_BY INCOME: AVERAGE         $ 78,047
1990 MEDIAN HOUSE VALUE          $137,608
1997 MEDIAN HOUSE VALUE          $156,969
2002 MEDIAN HOUSE VALUE          $172,907
</TABLE>

<PAGE>

Mon Mar 2, 1998                                                       Page 1

                             CUSTOM SUMMARY REPORT
         (RETAIL TRADE POTENTIAL REPORT - CURRENT SALES BY STORE TYPE)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6510
                                  PREPARED FOR
                            CUSHMAN & WAKEFIELD, INC

TOTAL TRADE AREA
MALL OF NEW HAMPSHIRE               COORD: 00:00.00 00:00.00

<TABLE>
<CAPTION>
- --------------------------------------------------
DESCRIPTION                                TOTALS
- --------------------------------------------------
<S>                                       <C>
TOTAL RETAIL SALES                        $4,708
APPAREL & ACCESSORY STORES                $  232
AUTOMOTIVE DEALERS                        $1,055
AUTOMOTIVE & HOME SUPPLY STORES           $   38
DRUG & PROPRIETARY STORES                 $  153
EATING & DRINKING PLACES                  $  353
FOOD STORES                               $  846
FURNITURE & HOME FURNISHINGS STORES       $  124
HOME APPLIANCE, RADIO, & T.V. STORES      $  149
GASOLINE SERVICE STATIONS                 $  234
GENERAL MERCHANDISE                       $  733
   DEPARTMENT STORES                      $  503
   (INCLUDING LEASED DEPTS.)
HARDWARE, LUMBER & GARDEN STORES          $  301
($'S IN MILLIONS)
</TABLE>


<PAGE>

REGIONAL SHOPPING CENTER SALES SUMMARY                                    1991
1991 TRANSACTIONS CHART
Cushman & Wakefield, Inc.




<TABLE>
<CAPTION>
SALE                                  SALE     YEAR                   TOTAL GLA/   MALL SHOP
NO.            PROPERTY NAME          DATE    BUILT        PRICE       GLA SOLD       GLA
- ------- --------------------------- ------- --------- -------------- ------------ -----------
<S>     <C>                         <C>     <C>       <C>            <C>          <C>
91-1    Confidential                 12/91   1988/     $ 92,500,000     928,000     360,000
        South Central MSA                      90                       360,000
- ------- --------------------------- ------- --------- -------------- ------------ -----------
91-2    Sarasota Square Mall         12/91   1977/     $ 72,000,000     903,000     310,000
        Sarasota, Florida                      89                       310,000
- ------- --------------------------- ------- --------- -------------- ------------ -----------
91-3    Confidential                 12/91   1971/     $108,923,717     990,941     314,239
        New England MSA                        83                  *    698,977
- ------- --------------------------- ------- --------- -------------- ------------ -----------
91-4    Confidential                 12/91    1965     $102,559,402   1,024,084     360,000
        Top 20 Eastern MSA                                              450,000
- ------- --------------------------- ------- --------- -------------- ------------ -----------
91-5    Eastland Mall                12/91    1975     $ 75,115,000   1,024,425     369,575
        Charlotte, North Carolina                                       369,575
- ------- --------------------------- ------- --------- -------------- ------------ -----------
91-6    Alderwood Mall               11/91    1979     $103,750,000     961,700     260,000
        Lynnwood, Washington                                            260,000
- ------- --------------------------- ------- --------- -------------- ------------ -----------
91-7    Confidential                 11/91    1957     $130,000,000     897,174     329,500
        Western MSA                   esc.                         *    329,500
- ------- --------------------------- ------- --------- -------------- ------------ -----------
91-8    The Oaks                     10/91   1978/     $115,000,000   1,084,575     359,000
        Thousand Oaks, California              83                  *    359,000
- ------- --------------------------- ------- --------- -------------- ------------ -----------
91-9    Mayfair Mall                 10/91   1958/     $125,000,000     859,000     330,000
        Wauwatosa, Wisconsin                   86                  **   649,000
- ------- --------------------------- ------- --------- -------------- ------------ -----------
91-10   Valley Fair, S.C.             7/91    1986     $197,900,000   1,064,190     356,243
        Santa Clara, California                                    *    356,243
- ------- --------------------------- ------- --------- -------------- ------------ -----------
91-11   Montclair Plaza               3/91  1968/85    $210,500,000   1,501,500     389,000
        Montclair, California                                           897,900
- ------- --------------------------- ------- --------- -------------- ------------ -----------
91-12   Paradise Valley Mall          2/91   1979/     $160,000,000   1,223,567     417,495
        Phoenix, Arizona                       91                  *    557,347         ***
- ------- --------------------------- ------- --------- -------------- ------------ -----------
91-13   Mall of Victor Valley         1/91    1986     $102,857,143     579,076     296,501
        Victorville, California                                    *    424,678
- ------- --------------------------- ------- --------- -------------- ------------ -----------
91-14   Edison Mall                   1/91    1965     $115,000,000   1,013,030     327,833
        Ft. Meyers, Florida                                             463,883
- ------- --------------------------- ------- --------- -------------- ------------ -----------
 14     SURVEY AVERAGE/MEAN:                           $122,221,804   1,003,876     341,385
                                                                        463,293
- ------- --------------------------- ------- --------- -------------- ------------ -----------





<PAGE>
<CAPTION>
                                                CAPITALIZATION RATES                UNIT RATE COMPARISON
                                                ---------------------             ------------------------
SALE     MALL SHOP   MALL SHOP        NOI/       GOING-IN   TERMINAL               PRICE/GLA   PRICE/MALL    SALES
NO.        RATIO     SALES PSF      NOI PSF         OAR        OAR        IRR      PURCHASED    SHOP GLA    MULTIPLE
- ------- ----------- ----------- --------------- ---------- ---------- ----------- ----------- ------------ ---------
<S>     <C>         <C>         <C>             <C>        <C>        <C>         <C>         <C>          <C>
91-1        38.8%      $ 275     $ 5,735,000        6.20%      7.50%      11.50%      $257        $257        0.93
                                 $     15.93
- ------- ----------- ----------- --------------- ---------- ---------- ----------- ----------- ------------ ---------
91-2        34.3%      $ 240     $ 5,472,000        7.60%      8.00%      12.00%      $232        $232        0.97
                                 $     17.65
- ------- ----------- ----------- --------------- ---------- ---------- ----------- ----------- ------------ ---------
91-3        31.7%      $ 300     $ 7,900,000        7.25%      8.00%      11.80%      $156        $347        1.16
                                 $     11.30
- ------- ----------- ----------- --------------- ---------- ---------- ----------- ----------- ------------ ---------
91-4        35.2%      $ 320     $ 7,425,000        7.24%      7.50%      11.10%      $228        $285        0.89
                                 $     16.50
- ------- ----------- ----------- --------------- ---------- ---------- ----------- ----------- ------------ ---------
91-5        36.1%      $ 275     $ 5,874,000        7.82%      7.50%      11.73%      $203        $203        0.74
                                 $     15.89
- ------- ----------- ----------- --------------- ---------- ---------- ----------- ----------- ------------ ---------
91-6        27.0%      $ 310     $ 6,300,000        6.07%      7.00%      11.80%      $399        $399        1.29
                                 $     24.23
- ------- ----------- ----------- --------------- ---------- ---------- ----------- ----------- ------------ ---------
91-7        36.7%      $ 300     $ 8,000,000        6.15%      n/a         n/a        $395        $395        1.32
                        est.     $     24.28
- ------- ----------- ----------- --------------- ---------- ---------- ----------- ----------- ------------ ---------
91-8        33.1%      $ 295     $ 7,000,000        6.09%      7.50%      11.25%      $320        $320        1.09
                                 $     19.50
- ------- ----------- ----------- --------------- ---------- ---------- ----------- ----------- ------------ ---------
91-9        38.4%      $ 287     $ 8,000,000        6.40%      n/a        13.00%      $193        $379        1.32
                                 $     12.33
- ------- ----------- ----------- --------------- ---------- ---------- ----------- ----------- ------------ ---------
91-10       33.5%      $ 437     $11,478,000        5.80%      6.50%      11.20%      $556        $556        1.27
                                 $     32.22
- ------- ----------- ----------- --------------- ---------- ---------- ----------- ----------- ------------ ---------
91-11       25.9%      $ 363     $12,000,000        5.70%      n/a        11.00%      $234        $541        1.49
                                 $     13.36
- ------- ----------- ----------- --------------- ---------- ---------- ----------- ----------- ------------ ---------
91-12       34.1%      $ 250     $ 9,936,000        6.21%      6.25%      10.75%      $287        $383        1.53
                                 $     17.83
- ------- ----------- ----------- --------------- ---------- ---------- ----------- ----------- ------------ ---------
91-13       51.2%      $ 290     $ 5,760,000        5.60%      n/a         n/a        $242        $347        1.20
                                 $     13.56
- ------- ----------- ----------- --------------- ---------- ---------- ----------- ----------- ------------ ---------
91-14       32.4%      $ 310     $ 6,900,000        6.00%      7.50%      11.10%      $248        $351        1.13
                                 $     14.87
- ------- ----------- ----------- --------------- ---------- ---------- ----------- ----------- ------------ ---------
 14         34.9%      $ 304     $ 7,698,571        6.44%      7.33%      11.52%      $282        $357        1.17
                                 $     17.82
- ------- ----------- ----------- --------------- ---------- ---------- ----------- ----------- ------------ ---------
</TABLE>

*     Adjusted to reflect 100% interest.

**    Alocated Price.

***   As expanded.


<PAGE>

REGIONAL SHOPPING CENTER SALES SUMMARY                                    1992
1992 TRANSACTIONS CHART
Cushman & Wakefield, Inc.




<TABLE>
<CAPTION>
SALE                                   SALE    YEAR                   TOTAL GLA/   MALL SHOP
NO.             PROPERTY NAME          DATE   BUILT       PRICE        GLA SOLD       GLA
- ------- ---------------------------- ------- ------- --------------- ------------ -----------
<S>     <C>                          <C>     <C>     <C>             <C>          <C>
92-1    The Avenues                   12/92   1990    $124,000,000      987,500     359,645
        Jacksonville, Florida                                     *     480,853
- ------- ---------------------------- ------- ------- --------------- ------------ -----------
92-2    Confidential                  12/92   1985    $115,000,000      898,000     330,000
        Southern California                                             330,000
- ------- ---------------------------- ------- ------- --------------- ------------ -----------
92-3    West Oaks Mall                 9/92  1984/    $ 77,500,000    1,018,900     318,900
        Houston, Texas                         90                 *     393,900
- ------- ---------------------------- ------- ------- --------------- ------------ -----------
92-4    Confidential                   7/92  1990/    $140,000,000      951,985     328,423
        New England MSA                        92                       363,985
- ------- ---------------------------- ------- ------- --------------- ------------ -----------
92-5    Oakview Mall                   6/92   1991    $ 73,000,000      732,116     252,900
        Omaha, Nebraska                                                 400,900
- ------- ---------------------------- ------- ------- --------------- ------------ -----------
92-6    Altamonte Mall                 6/92  1973/    $112,345,000    1,072,600     392,221
        Altamonte Springs, Florida             74                 *     552,708
- ------- ---------------------------- ------- ------- --------------- ------------ -----------
92-7    Monroeville Mall               5/92   1969    $150,000,000    1,302,237     476,928
        Monroeville, Pennsylvania                                       827,173
- ------- ---------------------------- ------- ------- --------------- ------------ -----------
92-8    Northshore S.C.                5/92   1958    $102,875,000    1,240,000     455,000
        Peabody, Massachusetts                                          755,000
- ------- ---------------------------- ------- ------- --------------- ------------ -----------
92-9    T.C. at Boca Raton             4/92  1980/    $202,500,000    1,326,400     396,000
        Boca Raton, Florida                    86                       396,000
- ------- ---------------------------- ------- ------- --------------- ------------ -----------
92-10   University Square Mall         2/92   1974    $ 85,000,000    1,155,940     347,312
        Tampa, Florida                                                  528,312
- ------- ---------------------------- ------- ------- --------------- ------------ -----------
92-11   Clackamas Town Ctr.            1/92  1979/    $122,400,000    1,208,824     433,000
        Portland, Oregon                       81                 *     433,000
- ------- ---------------------------- ------- ------- --------------- ------------ -----------
11      SURVEY AVERAGE/MEAN:                          $118,601,818    1,081,137     371,848
                                                                        496,530
- ------- ---------------------------- ------- ------- --------------- ------------ -----------





<PAGE>

<CAPTION>
                                              CAPITALIZATION RATES             UNIT RATE COMPARISON
                                              ---------------------          ------------------------
SALE     MALL SHOP   MALL SHOP       NOI/      GOING-IN   TERMINAL            PRICE/GLA   PRICE/MALL    SALES
NO.        RATIO     SALES PSF     NOI PSF        OAR        OAR       IRR    PURCHASED    SHOP GLA    MULTIPLE
- ------- ----------- ----------- ------------- ---------- ---------- -------- ----------- ------------ ---------
<S>     <C>         <C>         <C>           <C>        <C>        <C>      <C>         <C>          <C>
92-1      36.4%        $ 215    $ 9,734,000     7.85%       n/a     11.50%       $258        $345       1.60
                                $     20.24
- ------- ----------- ----------- ------------- ---------- ---------- -------- ----------- ------------ ---------
92-2      36.7%        $ 310    $ 8,337,500     7.25%       n/a     11.50-       $348        $348       1.12
                                $     25.27                         12.00%
- ------- ----------- ----------- ------------- ---------- ---------- -------- ----------- ------------ ---------
92-3      3.13%        $ 270    $ 5,580,000     7.20%       n/a     12.00%       $197        $243       0.90
                                $     14.17
- ------- ----------- ----------- ------------- ---------- ---------- -------- ----------- ------------ ---------
92-4      34.5%        $ 352    $10,710,300     7.65%      8.00%    11.50-       $385        $426       1.21
                                $     29.43                         12.00%
- ------- ----------- ----------- ------------- ---------- ---------- -------- ----------- ------------ ---------
92-5      34.5%        $ 275    $ 5,700,000     7.81%       n/a     11.25%       $182        $289       1.05
                        est.    $     14.22
- ------- ----------- ----------- ------------- ---------- ---------- -------- ----------- ------------ ---------
92-6      36.6%        $ 300    $ 8,950,000     7.97%      8.50%    12.00%       $203        $286       0.95
                                $     16.19
- ------- ----------- ----------- ------------- ---------- ---------- -------- ----------- ------------ ---------
92-7      36.6%        $ 300    $ 11,250,00     7.50%       n/a     11.50%       $181        $315       1.05
                                $     13.60
- ------- ----------- ----------- ------------- ---------- ---------- -------- ----------- ------------ ---------
92-8      36.7%        $ 270    $ 6,173,000     6.00%       n/a       n/a        $136        $226       0.84
                                $      8.18
- ------- ----------- ----------- ------------- ---------- ---------- -------- ----------- ------------ ---------
92-9      29.9%        $ 400    $13,450,000     6.64%      7.00%    10.75%       $511        $511       1.28
                                $     33.96
- ------- ----------- ----------- ------------- ---------- ---------- -------- ----------- ------------ ---------
92-10     30.0%        $ 280    $ 6,375,000     7.50%      7.50%    11.50%       $161        $245       0.87
                                $     12.07
- ------- ----------- ----------- ------------- ---------- ---------- -------- ----------- ------------ ---------
92-11     35.9%        $ 302    $ 8,568,000     7.00%       n/a     11.60%       $283        $283       0.94
                                $     19.79
- ------- ----------- ----------- ------------- ---------- ---------- -------- ----------- ------------ ---------
11        34.5%        $ 298    $ 8,620,709     7.31%      7.75%    11.56%       $259        $320       1.07
                                $     18.83
- ------- ----------- ----------- ------------- ---------- ---------- -------- ----------- ------------ ---------
</TABLE>

*     Adjusted to reflect 100% interest.


                             
<PAGE>

REGIONAL MALL SALES                                                       1993
1993 TRANSACTIONS CHART
Cushman & Wakefield, Inc.




<TABLE>
<CAPTION>
SALE                                    SALE      YEAR                      TOTAL        SOLD       SHOP     SHOP
NO.            PROPERTY/LOCATION        DATE     BUILT      SALE PRICE       GLA         GLA        GLA     RATIO
- --------- --------------------------- -------- --------- --------------- ----------- ----------- --------- -------
<S>       <C>                         <C>      <C>       <C>             <C>         <C>         <C>       <C>
93-1      THE GALLERIA @              Dec-93    1964/     $125,800,000   1,088,317     401,362   354,396   32.6%
(1)       Ft. Lauderdale, Florida               80/83
- --------- --------------------------- -------- --------- --------------- ----------- ----------- --------- -------
93-2      KENWOOD TOWNE CTR.          Dec-93    1958/     $194,000,000   1,076,337     862,936   424,045   39.4%
          Cincinnati, Ohio                        88
- --------- --------------------------- -------- --------- --------------- ----------- ----------- --------- -------
93-3      WESTGATE MALL               Dec-93     1982     $ 71,000,000     895,000     526,000   321,000   35.9%
          Amarillo, Texas
- --------- --------------------------- -------- --------- --------------- ----------- ----------- --------- -------
93-4      ARDEN FAIR MALL             Dec-93   1957/81    $192,400,000   1,065,000     408,700   408,700   38.4%
(2)       Sacramento, California                90/93
- --------- --------------------------- -------- --------- --------------- ----------- ----------- --------- -------
93-5      FIESTA MALL                 Dec-93    1979/     $124,000,000   1,036,743     313,187   313,187   30.2%
          Mesa, Arizona                         89/90
- --------- --------------------------- -------- --------- --------------- ----------- ----------- --------- -------
93-6      CORONADO CENTER             Sep-93    1964/     $115,000,000   1,140,570     512,284   394,012   34.5%
          Albuquerque, New Mexico                 84
- --------- --------------------------- -------- --------- --------------- ----------- ----------- --------- -------
93-7      MONTGOMERY MALL             Sep-93    1970/     $ 44,500,000     726,703     613,703   256,783   35.3%
          Montgomery, Alabama                     88
- --------- --------------------------- -------- --------- --------------- ----------- ----------- --------- -------
93-8      CLACKAMAS TOWN CTR.         Jul-93    1979/     $114,827,000   1,206,824     433,000   433,000   35.9%
(2)       Portland, Oregon                      81/93
- --------- --------------------------- -------- --------- --------------- ----------- ----------- --------- -------
93-9      GARDEN STATE PLAZA          Jul-93   1957/82    $380,000,000   1,361,000   1,361,000   587,400   43.2%
          Paramus, New Jersey                   84/92
- --------- --------------------------- -------- --------- --------------- ----------- ----------- --------- -------
93-10     STROUD MALL                 Jul-93   1979/80    $ 43,500,000     449,167     449,167   160,178   35.7%
(3)       Stroudsburg, Pennsylvania             88/94
- --------- --------------------------- -------- --------- --------------- ----------- ----------- --------- -------
93-11     LAKEWOOD CENTER             Jun-93     1975     $172,000,000   1,875,953     596,021   348,645   18.6%
(4)       Lakewood, California
- --------- --------------------------- -------- --------- --------------- ----------- ----------- --------- -------
93-12     CAROLINA PLACE              Jun-93     1991     $116,000,000   1,097,826     598,920   318,528   29.0%
(2)       Charlotte, North Carolina
- --------- --------------------------- -------- --------- --------------- ----------- ----------- --------- -------
93-13     RIVERCENTER                 May-93     1988     $100,000,000   1,060,271     922,656   225,000   21.2%
          San Antonio, Texas
- --------- --------------------------- -------- --------- --------------- ----------- ----------- --------- -------
93-14     THE FLORIDA MALL            Mar-93     1986     $163,000,000   1,107,864     506,232   368,018   33.2%
          Orlando, Florida
- --------- --------------------------- -------- --------- --------------- ----------- ----------- --------- -------
93-15     NORTH RIVERSIDE PARK        Jan-93    1975/     $100,000,000   1,097,974     467,813   397,085   36.2%
(2)       Riverside, Illinois                     89
- --------- --------------------------- -------- --------- --------------- ----------- ----------- --------- -------
93-16     SARASOTA SQUARE MALL        Jan-93    1977/     $ 84,000,000     894,061     313,511   313,511   35.1%
          Sarasota, Florida                       89
- --------- --------------------------- -------- --------- --------------- ----------- ----------- --------- -------
          Survey Low:                                     $ 43,500,000     449,167     313,187   160,178   18.6%
- --------- --------------------------- -------- --------- --------------- ----------- ----------- --------- -------
          Survey High:                                    $380,000,000   1,875,953   1,361,000   587,400   43.2%
- --------- --------------------------- -------- --------- --------------- ----------- ----------- --------- -------
          SURVEY MEAN:                                    $133,751,688   1,073,726     580,406   351,468   33.4%
- --------- --------------------------- -------- --------- --------------- ----------- ----------- --------- -------





<PAGE>

<CAPTION>
                                                    CAPITALIZATION RATES                UNIT RATE COMPARISON
                                                    ---------------------             ------------------------
SALE       OCCU-     SHOP                            GOING-IN   TERMINAL               PRICE/GLA   PRICE/MALL    SALES
NO.        PANCY   SALES/SF       NOI       NOI/SF      OAR        OAR        IRR      PURCHASED    SHOP GLA    MULTIPLE
- --------- ------- ---------- ------------- -------- ---------- ---------- ----------- ----------- ------------ ---------
<S>       <C>     <C>        <C>           <C>      <C>        <C>        <C>         <C>         <C>          <C>
93-1      90.0%      $384     $ 9,400,000   $23.42      7.47%        --       11.50%      $313        $355       0.92
(1)
- --------- ------- ---------- ------------- -------- ---------- ---------- ----------- ----------- ------------ ---------
93-2      97.0%      $413     $14,800,000   $17.15      7.63%      7.50%      11.00%      $225        $457       1.11
- --------- ------- ---------- ------------- -------- ---------- ---------- ----------- ----------- ------------ ---------
93-3      89.0%      $230     $ 5,857,500   $11.14      8.25%      8.50%      12.00%      $135        $221       0.96
- --------- ------- ---------- ------------- -------- ---------- ---------- ----------- ----------- ------------ ---------
93-4      90.0%      $405     $13,468,000   $32.95      7.00%        --          --       $471        $471       1.16
(2)
- --------- ------- ---------- ------------- -------- ---------- ---------- ----------- ----------- ------------ ---------
93-5      98.4%      $341     $ 9,045,200   $28.88      7.29%      7.50%      11.50%      $396        $396       1.16
- --------- ------- ---------- ------------- -------- ---------- ---------- ----------- ----------- ------------ ---------
93-6      99.7%      $250     $ 8,395,000   $16.39      7.30%      7.25%      10.75%      $224        $292       1.17
- --------- ------- ---------- ------------- -------- ---------- ---------- ----------- ----------- ------------ ---------
93-7      86.5%      $265     $ 4,493,350   $ 7.32     10.10%        --          --       $ 73        $173       0.65
- --------- ------- ---------- ------------- -------- ---------- ---------- ----------- ----------- ------------ ---------
93-8      95.0%      $302     $ 8,899,100   $20.55      7.75%      8.00%      11.50%      $265        $265       0.88
(2)
- --------- ------- ---------- ------------- -------- ---------- ---------- ----------- ----------- ------------ ---------
93-9      98.0%      $434     $28,120,000   $20.66      7.40%      8.25%      11.50%      $279        $647       1.49
- --------- ------- ---------- ------------- -------- ---------- ---------- ----------- ----------- ------------ ---------
93-10     90.0%      $260     $ 4,100,000   $ 9.13      9.43%      9.00%      12.00%      $ 97        $272       1.04
(3)
- --------- ------- ---------- ------------- -------- ---------- ---------- ----------- ----------- ------------ ---------
93-11     96.4%      $300     $14,687,800   $24.64      8.54%        --          --       $289        $493       1.64
(4)
- --------- ------- ---------- ------------- -------- ---------- ---------- ----------- ----------- ------------ ---------
93-12     75.0%      $200     $ 8,248,000   $13.77      7.11%      7.00%      12.00%      $194        $364       1.82
(2)
- --------- ------- ---------- ------------- -------- ---------- ---------- ----------- ----------- ------------ ---------
93-13     92.0%      $350     $ 9,000,000   $ 9.75      9.00%        --       12.50%      $108        $444       1.27
- --------- ------- ---------- ------------- -------- ---------- ---------- ----------- ----------- ------------ ---------
93-14     98.0%      $447     $12,200,000   $24.10      7.48%        --       11.00%      $322        $443       0.99
- --------- ------- ---------- ------------- -------- ---------- ---------- ----------- ----------- ------------ ---------
93-15     92.4%      $240     $ 7,750,000   $16.57      7.75%        --       11.10%      $214        $252       1.05
(2)
- --------- ------- ---------- ------------- -------- ---------- ---------- ----------- ----------- ------------ ---------
93-16     95.0%      $245     $ 6,012,000   $19.18      7.16%        --          --       $268        $268       1.09
- --------- ------- ---------- ------------- -------- ---------- ---------- ----------- ----------- ------------ ---------
          75.0%      $200     $ 4,100,000   $ 7.32      7.00%      7.00%      10.75%      $ 73        $172       0.65
- --------- ------- ---------- ------------- -------- ---------- ---------- ----------- ----------- ------------ ---------
          99.7%      $447     $28,120,000   $32.95     10.10%      9.00%      12.50%      $471        $647       1.82
- --------- ------- ---------- ------------- -------- ---------- ---------- ----------- ----------- ------------ ---------
          92.7%      $317     $10,279,747   $18.48      7.92%      7.88%      11.63%      $242        $363       1.15
- --------- ------- ---------- ------------- -------- ---------- ---------- ----------- ----------- ------------ ---------
</TABLE>

- -------
(1)   Includes 47,000 square feet of outparcel GLA.
(2)   Adjusted to reflect 100% interest.
(3)   Price includes $13 million for expansion.
(4)   Adjusted to reflect 100% interest; price includes strip center &
      outparcels.


                                       
<PAGE>

REGIONAL MALL SALES                                                       1994
1994 TRANSACTIONS CHART
Cushman & Wakefield, Inc.



<TABLE>
<CAPTION>
SALE                                   SALE     YEAR                    TOTAL        SOLD       SHOP     SHOP
NO.            PROPERTY/LOCATION       DATE    BUILT    SALE PRICE       GLA         GLA        GLA     RATIO
- --------- -------------------------- -------- ------- -------------- ----------- ----------- --------- -------
<S>       <C>                        <C>      <C>     <C>            <C>         <C>         <C>       <C>
94-1      INDEPENDENCE CENTER        Dec-94   1974/    $ 53,400,000    863,986     392,524   392,524   45.4%
(1)       Independence, MO                      88
- --------- -------------------------- -------- ------- -------------- ----------- ----------- --------- -------
94-2      BILTMORE FASHION PARK      Dec-94   1963/    $110,000,000    554,503     372,000   219,000   39.5%
(2)       Phoenix, Arizona                      92
- --------- -------------------------- -------- ------- -------------- ----------- ----------- --------- -------
94-3      CONFIDENTIAL               Dec-94   1981/    $ 108,00,000  1,123,580     333,468   333,468   29.7%
          Major Southwest MSA                   93
- --------- -------------------------- -------- ------- -------------- ----------- ----------- --------- -------
94-4      CPI PORTFOLIO              Dec-94            $151,500,000  2,110,051   1,142,386   750,436   35.6%
- --------- -------------------------- -------- ------- -------------- ----------- ----------- --------- -------
(3)       1) Orange Park Mall                 1975/
          Orange Park, Florida                  91
          2) University Mall                  1974/
          Pensacola, Florida                    90
          3) Broadway Square Mall             1975/
          Tyler, Texas                          89
- --------- -------------------------- -------- ------- -------------- ----------- ----------- --------- -------
94-5      FASHION VALLEY CENTER      Nov-94   1969/    $128,500,000  1,370,262     518,900   373,725   27.3%
          San Diego, California               81/84
- --------- -------------------------- -------- ------- -------------- ----------- ----------- --------- -------
94-6      MALL OF THE AMERICAS       Oct-94   1970/    $ 76,200,000    678,000     678,000   225,000   33.2%
          Miami, Florida                       93+
- --------- -------------------------- -------- ------- -------------- ----------- ----------- --------- -------
94-7      CORTE MADERA T.C.          Sep-94   1958/    $ 70,500,000    425,572     425,572   237,453   55.8%
(4)       Marin County, California              85
- --------- -------------------------- -------- ------- -------------- ----------- ----------- --------- -------
94-8      LAYTON HILLS MALL          Sep-94   1980/    $ 51,375,000    710,030     620,030   399,001   56.2%
          Layton, Utah                          91
- --------- -------------------------- -------- ------- -------------- ----------- ----------- --------- -------
94-9      NORTH SHORE SQUARE         Jul-94    1985    $ 34,150,000    624,000     358,709   178,326   28.6%
          Slidell, Louisiana
- --------- -------------------------- -------- ------- -------------- ----------- ----------- --------- -------
94-10     CHESTERFIELD T.C.          Jun-94   1986/    $ 93,600,000    605,161     605,161   291,744   48.2%
(5)       Richmond, Virginia                  87/89
- --------- -------------------------- -------- ------- -------------- ----------- ----------- --------- -------
94-11     WATERSIDE SHOPS            Jun-94    1992    $  65,500,00    250,000     250,000   173,930   69.6%
          Naples, Florida
- --------- -------------------------- -------- ------- -------------- ----------- ----------- --------- -------
94-12     CROSSROADS MALL            Apr-94    1974    $ 51,500,000  1,114,720     378,704   378,704   34.0%
          Oklahoma City, Oklahoma
- --------- -------------------------- -------- ------- -------------- ----------- ----------- --------- -------
94-13     RIVERCHASE GALLERIA        Feb-94    1986    $175,000,000  1,251,142     462,612   350,504   28.0%
          Hoover, Alabama
- --------- -------------------------- -------- ------- -------------- ----------- ----------- --------- -------
94-14     STRATFORD SQUARE MALL      Jan-94   1981/    $ 119,000,00  1,294,682     493,404   493,404   38.1%
          Bloomingdale, Illinois              88/91
- --------- -------------------------- -------- ------- -------------- ----------- ----------- --------- -------
          Survey Low:                                  $ 34,150,000    250,000     250,000   173,930   27.3%
- --------- -------------------------- -------- ------- -------------- ----------- ----------- --------- -------
          Survey High:                                 $175,000,000  2,110,051   1,142,386   750,436   69.6%
- --------- -------------------------- -------- ------- -------------- ----------- ----------- --------- -------
          SURVEY MEAN:                                 $ 92,016,071    926,835     502,248   342,659   40.6%
- --------- -------------------------- -------- ------- -------------- ----------- ----------- --------- -------





<PAGE>

<CAPTION>
                                                    CAPITALIZATION RATES                UNIT RATE COMPARISON
                                                    ---------------------             ------------------------
SALE       OCCU-     SHOP                            GOING-IN   TERMINAL               PRICE/GLA   PRICE/MALL    SALES
NO.        PANCY   SALES/SF       NOI       NOI/SF      OAR        OAR        IRR      PURCHASED    SHOP GLA    MULTIPLE
- --------- ------- ---------- ------------- -------- ---------- ---------- ----------- ----------- ------------ ---------
<S>       <C>     <C>        <C>           <C>      <C>        <C>        <C>         <C>         <C>          <C>
94-1      84.0%      $200     $ 4,592,000   $11.70      8.60%        --          --       $136        $136       0.68
(1)
- --------- ------- ---------- ------------- -------- ---------- ---------- ----------- ----------- ------------ ---------
94-2      97.0%      $380     $ 8,600,000   $23.12      7.82%        --          --       $296        $502       1.32
(2)
- --------- ------- ---------- ------------- -------- ---------- ---------- ----------- ----------- ------------ ---------
94-3      95.0%      $300     $ 7,538,400   $22.61      6.98%      7.25%      10.70%      $324        $324       1.08
- --------- ------- ---------- ------------- -------- ---------- ---------- ----------- ----------- ------------ ---------
94-4      90.0%      $250     $13,350,000   $11.69      8.81%        --          --       $133        $202       0.81
(3)
- --------- ------- ---------- ------------- -------- ---------- ---------- ----------- ----------- ------------ ---------
94-5      91.0%      $325     $ 9,637,500   $18.57      7.50%      8.00%      11.00%      $248        $344       1.06
- --------- ------- ---------- ------------- -------- ---------- ---------- ----------- ----------- ------------ ---------
94-6      98.5%      $325     $ 6,706,000   $ 9.89      8.80%        --       11.80%      $112        $339       1.04
- --------- ------- ---------- ------------- -------- ---------- ---------- ----------- ----------- ------------ ---------
94-7      93.5%      $325     $ 5,900,000   $13.86      8.37%      9.00%      11.00%      $166        $297       0.91
(4)
- --------- ------- ---------- ------------- -------- ---------- ---------- ----------- ----------- ------------ ---------
94-8      94.0%      $226     $ 4,730,000   $ 7.63      9.21%        --          --       $ 83        $129       0.57
- --------- ------- ---------- ------------- -------- ---------- ---------- ----------- ----------- ------------ ---------
94-9      94.0%      $218     $ 3,073,000   $ 8.57      9.00%        --          --       $ 95        $192       0.88
- --------- ------- ---------- ------------- -------- ---------- ---------- ----------- ----------- ------------ ---------
94-10     95.0%      $290     $ 8,424,000   $13.92      9.00%        --          --       $155        $321       1.11
(5)
- --------- ------- ---------- ------------- -------- ---------- ---------- ----------- ----------- ------------ ---------
94-11     99.0%      $400     $ 5,043,500   $20.17      7.70%        --          --       $262        $377       0.94
- --------- ------- ---------- ------------- -------- ---------- ---------- ----------- ----------- ------------ ---------
94-12     95.0%      $189     $ 5,300,000   $14.00     10.29%        --          --       $136        $136       0.72
- --------- ------- ---------- ------------- -------- ---------- ---------- ----------- ----------- ------------ ---------
94-13     95.0%      $350     $13,295,000   $28.74      7.60%        --       11.50%      $378        $499       1.43
- --------- ------- ---------- ------------- -------- ---------- ---------- ----------- ----------- ------------ ---------
94-14     98.5%      $260     $ 8,962,500   $18.16      7.53%      8.25%      11.00%      $241        $241       0.93
- --------- ------- ---------- ------------- -------- ---------- ---------- ----------- ----------- ------------ ---------
          84.0%      $189     $ 3,073,000   $ 7.63      6.98%      7.25%      10.70%      $ 83        $129       0.57
- --------- ------- ---------- ------------- -------- ---------- ---------- ----------- ----------- ------------ ---------
          99.0%      $400     $13,350,000   $28.74     10.29%      9.00%      11.80%      $378        $502       1.43
- --------- ------- ---------- ------------- -------- ---------- ---------- ----------- ----------- ------------ ---------
          94.3%      $288     $ 7,510,850   $15.90      8.37%      8.13%      11.17%      $197        $288       0.96
- --------- ------- ---------- ------------- -------- ---------- ---------- ----------- ----------- ------------ ---------
</TABLE>

- -------
(1)   Inclusive of $2.4 million held back for deferred maintenance.
(2)   Inclusive of partnership units.
(3)   Net of allocation to excess land.
(4)   Sale includes 75,712 square foot professional building.
(5)   Adjusted to reflect 100% interest.


<PAGE>



<TABLE>
<CAPTION>
========================================================================================================================
COMPARABLE FOOD COURT RENTS (AND SALES PRODUCTIVITY)*
Cushman & Wakefield, Inc.
- ------------------------------------------------------------------------------------------------------------------------
                                                                                                    TOTAL       TOTAL
                                            MALL        FOOD        AVG.      AVG.   RENT/SALES   OCCUPANCY   OCCUPANCY
                PROPERTY                  SHOP GLA   COURT GLA   BASE RENT   SALES      RATIO       COST**    COST RATIO
========================================================================================================================
<S>                                         <C>         <C>      <C>         <C>         <C>      <C>            <C>
The Score - 1995                            N/A         8,591    $  39.77    $472        8.4%     $  65.75       13.9%
All US Enclosed Malls
- ------------------------------------------------------------------------------------------------------------------------
The Score - 1995                            N/A        10,337    $  59.42    $599       10.3%     $  91.86       15.3%
Malls  (greater than)  1,000,000 Sq. Ft
- ------------------------------------------------------------------------------------------------------------------------
Natick Mall                               436,700       7,299    $ 136.39    $779       17.5%     $ 176.00       22.7%
Natick, MA
- ------------------------------------------------------------------------------------------------------------------------
Galleria at Crystal Run                   360,735       8,085    $ 109.13    $667       16.4%     $ 147.00       22.0%
Middletown, NY
- ------------------------------------------------------------------------------------------------------------------------
Smith Haven Mall                          505,200       6,047    $  85.67    $815       10.5%     $ 157.50       19.3%
Lake Grove, NY
- ------------------------------------------------------------------------------------------------------------------------
Carousel Center                           652,700      10,154    $ 134.34    $800       16.8%     $ 187.00       23.4%
Syracuse, NY
- ------------------------------------------------------------------------------------------------------------------------
Alderwood Mall                            311,000       8,252    $  73.24    $600       12.2%     $  88.00       14.6%
Lynnwood, WA
- ------------------------------------------------------------------------------------------------------------------------
Towson Town Center                        532,892       8,941    $ 105.00    $810       13.0%     $ 152.00       18.2%
Towson, Maryland
- ------------------------------------------------------------------------------------------------------------------------
Silver City Galleria                      349,107       9,412    $ 106.44    $616       17.3%     $ 139.00       22.5%
Taunton, MA
- ------------------------------------------------------------------------------------------------------------------------
Galleria at White Plains                  326,800       9,693    $  67.19    $773        8.9%     $ 136.00       17.6%
White Plains, NY
- ------------------------------------------------------------------------------------------------------------------------
Wilton Mall                               256,700       7,303    $  46.33    $515        9.0%     $  75.00       14.5%
Saratoga NY
- ------------------------------------------------------------------------------------------------------------------------
Manassas Mall                             260,360       6,231    $  46.97    $489        9.6%     $  79.11       16.2%
Manassas, VA
- ------------------------------------------------------------------------------------------------------------------------
University Mall                           185,400       5,502    $  60.10    $489       12.3%     $  69.50       14.0%
South Burlington, VT
- ------------------------------------------------------------------------------------------------------------------------
Mall at Fairfield Commons                 327,200       9,080    $  90.09    $661       13.6%     $ 100.50       15.2%
Beavercreek, OH
- ------------------------------------------------------------------------------------------------------------------------
Brandon Town Center                       359,600       7,337    $  65.56    $500       13.1%     $  95.25       19.1%
Brandon, FL
- ------------------------------------------------------------------------------------------------------------------------
Boulevard Mall                            260,749       8,945    $  60,84    $496       12.3%     $  94.04       18.1%
Amherst, NY
- ------------------------------------------------------------------------------------------------------------------------
HI:                                       652,700      10,337    $ 136.39    $815       17.5%     $ 187.00       23.4%
LOW:                                      185,400       5,502    $  39.77    $472        8.4%     $  65.75       13.9%

MEAN:                                     366,082       8,201    $  80.41    $630       12.6%     $ 115.84       17.9%
========================================================================================================================
*     All values are reported per square foot unless otherwise noted.
**    Inclusive of all operating expenses including food court charges.
========================================================================================================================
</TABLE>


<PAGE>

                      THE MALL OF NEW HAMPSHIRE - (2/98)
                            PROJECT DESIGNATOR: 8130
                             LEASE ABSTRACT REPORT
                                FOR ALL TENANTS
                                7/14/98 @ 13:40




<TABLE>
<CAPTION>
                       PRIMARY/                                                        ANNUAL
                      SECONDARY   SQUARE   LEASE   LEASE   OPTION       MINIMUM       MINIMUM
       TENANT           CODES      FEET    BEGIN    END     #/MOS       RENT/SF         RENT
- -------------------- ----------- -------- ------- ------- -------- ----------------- ---------
<S>                  <C>         <C>      <C>     <C>     <C>      <C>    <C>        <C>
# 1-SUITE E153           1        1,494    4/97    1/07     --                35.00    52,290
AEROSOLES                2                                         2/00       40.00    59,760
                                                                   2/04       45.00    67,230
# 2-SUITE N125           1        1,305    5/98    1/08     --                45.98    60,004
AFTERTHOUGHTS            2
# 3-SUITE W153           1        1,575    7/97    1/08     --                34.92    54,999
ALDO                     2                                         2/03       38.09    59,992
# 4-SUITE E121           1        4,524    2/92    1/02     --                36.28   164,131
AMERICAN EAGLE           4
# 5-SUITE S119           1        1,536    2/97    1/07     --                39.06    59,996
ATHLETE'S FOOT           2
# 6-SUITE F115           2          825    2/94    1/04     --                92.12    75,999
AU BON PAIN              8                                         2/98       94.89    78,284
                                                                   7/98       96.96    79,992
# 7-SUITE N109           2          418    8/93    1/99     --               116.31    48,618
AUNTIE ANNE'S            8                                         2/98      122.13    51,050
# 8-SUITE N133           1        8,038    7/94    1/05     --                39.00   313,482
B. DALTON                6
# 9-SUITE S147           1        2,000    2/96    1/06     --                40.00    80,000
B. DALTON SOFTWARE       2                                         2/98       45.00    90,000
                                                                   2/99       49.99    99,980
                                                                   2/00       64.99   129,980
# 10-SUITE E113          1        2,723    6/96    1/07     --                30.00    81,690
BATH & BODY WORKS        3
# 11-SUITE N121          1        1,547    6/89    1/99     --                96.96   149,997
BELDEN/SHAW'S JWLS       2
</TABLE>

                    (RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
                      OVERAGE    CEILING       BREAKPOINT                            PRO RATA     % OF RENT
       TENANT            %       (000'S)        (000'S)            RECOVERIES       SHARE BASE   SUBJ TO CPI
- -------------------- --------- ----------- ------------------ -------------------- ------------ ------------
<S>                  <C>       <C>         <C>    <C>         <C>                  <C>          <C>
# 1-SUITE E153       6.00      UNLIMITED                872   CAM-15% FULL DEDUC      ZERO
AEROSOLES                                  1/00         996   REAL ESTATE TAXES       ZERO
                                           1/04       1,121
# 2-SUITE N125       8.00      UNLIMITED            NATURAL   CAM-15% FULL DEDUC      ZERO
AFTERTHOUGHTS                                                 REAL ESTATE TAXES       ZERO
# 3-SUITE W153       6.00      UNLIMITED                917   CAM-15% FULL DEDUC      ZERO
ALDO                                       1/03       1,000   REAL ESTATE TAXES       ZERO
# 4-SUITE E121       6.00      UNLIMITED              2,218   CAM-15% FULL DEDUC      ZERO
AMERICAN EAGLE                             1/93       2,514   REAL ESTATE TAXES       ZERO
                                           1/97       2,736
# 5-SUITE S119       7.00      UNLIMITED                857   CAM-15% FULL DEDUC      ZERO
ATHLETE'S FOOT                                                REAL ESTATE TAXES       ZERO
# 6-SUITE F115       8.00      UNLIMITED            NATURAL   CAM-15% EXT. ONLY       ZERO
AU BON PAIN                                                   REAL ESTATE TAXES       ZERO
# 7-SUITE N109       8.00      UNLIMITED            NATURAL   CAM-15% EXT. ONLY       ZERO
AUNTIE ANNE'S                                                 REAL ESTATE TAXES       ZERO
# 8-SUITE N133       7.00      UNLIMITED            NATURAL   CAM-15% FULL DEDUC      ZERO
B. DALTON                                                     REAL ESTATE TAXES       ZERO
# 9-SUITE S147       5.00      UNLIMITED              1,333   CAM-15% FULL DEDUC      ZERO
B. DALTON SOFTWARE                                            REAL ESTATE TAXES       ZERO
# 10-SUITE E113      5.00      UNLIMITED            NATURAL   CAM-15% FULL DEDUC      ZERO
BATH & BODY WORKS                                             REAL ESTATE TAXES       ZERO
# 11-SUITE N121      7.00      UNLIMITED            NATURAL   CAM-18% FULL DEDUC      ZERO
BELDEN/SHAW'S JWLS                                            REAL ESTATE TAXES       ZERO
</TABLE>




<PAGE>
                                                                         PAGE 2



<TABLE>
<CAPTION>
                       PRIMARY/                                                         ANNUAL
                      SECONDARY   SQUARE   LEASE   LEASE   OPTION       MINIMUM        MINIMUM
       TENANT           CODES      FEET    BEGIN    END     #/MOS       RENT/SF          RENT
- -------------------- ----------- -------- ------- ------- -------- ------------------ ---------
<S>                  <C>         <C>      <C>     <C>     <C>      <C>     <C>        <C>
# 12-SUITE W145          1        4,800    11/97   1/13     --                 25.00   120,000
BERTUCCI'S               4                                           2/08      30.00   144,000
# 13-SUITE N141          1        1,245     8/97   1/04     --                 40.16    49,999
BLAZING T'S              2                                           2/00      44.17    54,992
                                                                     2/02      48.19    59,997
# 14-SUITE S131          1        1,239     2/96   1/05     --                 48.42    59,992
BODY SHOP, THE           2
# 15-SUITE W125          1        8,741     2/93   1/03     --                 30.00   262,230
BOSTON TRADING CO        6
# 16-SUITE E140          1        4,501     5/97   1/07     --                  0.00         0
BRITCHES                 4                                          10/97      24.99   112,480
                                                                     2/00      26.49   119,231
                                                                     2/04      27.99   125,983
# 17-SUITE N129          1        3,840     2/89   1/99     --                 29.29   112,474
BROOKSTONE               4
# 18-SUITE N135          1        2,500     9/95   1/06     --                 35.00    87,500
CAMBRIDGE SOUNDWRK       3
# 19-SUITE W111          1        1,057     8/97   1/05     --                 56.76    59,995
CANDY EXPRESS            2
# 20-SUITE S111          1        5,250     1/90   1/99     --                 35.00   183,750
CASUAL CORNER            5
# 21-SUITE N131          1        3,825    11/96   1/07     --                 30.00   114,750
CHILDREN'S PLACE         4
# 22-SUITE E127          1          821     8/97   1/08     --                 73.08    59,999
CINNABON                 1                                           2/01      79.17    64,999
                                                                     2/04      85.26    69,998
# 23-SUITE E131          1        2,171     8/97   1/08     --                 46.06    99,996
CITIZEN'S BANK           3
# 24-SUITE S123          1          722     2/92   1/98     --                 72.02    51,998
CLAIRE'S BOUTIQUE        1
</TABLE>

                    (RESTUBBED TABLE CONTINUED FROM ABOVE)

<TABLE>
<CAPTION>
                      OVERAGE    CEILING         BREAKPOINT                              PRO RATA     % OF RENT
       TENANT            %       (000'S)          (000'S)              RECOVERIES       SHARE BASE   SUBJ TO CPI
- -------------------- --------- ----------- ---------------------- -------------------- ------------ ------------
<S>                  <C>       <C>         <C>        <C>         <C>                  <C>          <C>
# 12-SUITE W145          5.00  UNLIMITED                NATURAL   CAM-15% FULL DEDUC      ZERO
BERTUCCI'S                                                        REAL ESTATE TAXES       ZERO
# 13-SUITE N141         10.00  UNLIMITED                NATURAL   CAM-15% FULL DEDUC      ZERO
BLAZING T'S                                                       REAL ESTATE TAXES       ZERO
# 14-SUITE S131          6.00  UNLIMITED                NATURAL   CAM-15% FULL DEDUC      ZERO
BODY SHOP, THE                                                    REAL ESTATE TAXES       ZERO
# 15-SUITE W125           --   --                            --   CAM-15% FULL DEDUC      ZERO
BOSTON TRADING CO                                                 REAL ESTATE TAXES       ZERO
# 16-SUITE E140          5.00  UNLIMITED                NATURAL   CAM-15% FULL DEDUC      ZERO
BRITCHES                                                          REAL ESTATE TAXES       ZERO
# 17-SUITE N129          6.00  UNLIMITED                NATURAL   CAM-15% FULL DEDUC      ZERO
BROOKSTONE                                                        REAL ESTATE TAXES       ZERO
# 18-SUITE N135          5.00  UNLIMITED                NATURAL   CAM-15% FULL DEDUC      ZERO
CAMBRIDGE SOUNDWRK                                                REAL ESTATE TAXES       ZERO
# 19-SUITE W111          8.00  UNLIMITED                NATURAL   CAM-15% FULL DEDUC      ZERO
CANDY EXPRESS                                                     REAL ESTATE TAXES       ZERO
# 20-SUITE S111          4.00  919                      NATURAL   CAM-15% FULL DEDUC      ZERO
CASUAL CORNER            5.50  2,864                              REAL ESTATE TAXES       ZERO
                         5.50  UNLIMITED
# 21-SUITE N131          5.00  UNLIMITED                NATURAL   CAM-15% EXT. ONLY       ZERO
CHILDREN'S PLACE                                                  REAL ESTATE TAXES       ZERO
# 22-SUITE E127          8.00  UNLIMITED                NATURAL   CAM-15% FULL DEDUC      ZERO
CINNABON                                                          REAL ESTATE TAXES       ZERO
# 23-SUITE E131                                         NATURAL   CAM-15% EXT. ONLY       ZERO
CITIZEN'S BANK                                                    REAL ESTATE TAXES       ZERO
# 24-SUITE S123          8.00  UNLIMITED                NATURAL   CAM-15% FULL DEDUC      ZERO
CLAIRE'S BOUTIQUE                                                 REAL ESTATE TAXES       ZERO
</TABLE>




<PAGE>
                                                                         PAGE 3



<TABLE>
<CAPTION>
                       PRIMARY/                                                             ANNUAL
                      SECONDARY    SQUARE    LEASE   LEASE   OPTION        MINIMUM         MINIMUM
       TENANT           CODES       FEET     BEGIN    END     #/MOS        RENT/SF           RENT
- -------------------- ----------- ---------- ------- ------- -------- -------------------- ---------
<S>                  <C>         <C>        <C>     <C>     <C>      <C>       <C>        <C>
# 25-SUITE N117          1          4,103     5/98    1/08    --                   25.00   102,575
CONTEMPO CASUALS         4
# 26-SUITE S101          1          3,837     2/98    1/03    --                   39.09   149,988
COOKIN                   4                                              2/99       30.00   115,110
# 27-SUITE S149          1          3,864    11/89    1/99    --                   27.95   107,999
COUNTY SEAT              4
# 28-SUITE N101          1          5,335     6/93    1/04    --                   23.00   122,705
CVS                      5
# 29-SUITE F101          2            540     8/98    1/08    --                   92.59    49,999
DAIRY TREATS             8
# 30-SUITE N123          1          5,246     7/96    1/07    --                   27.00   141,642
DISNEY STORE, THE        5
# 31-SUITE S165          1          2,329     3/98    1/07    --                   30.06    70,010
DRIVN' STYLE             3                                              2/01       31.99    74,505
# 32-SUITE W150          1          1,411     5/97    1/08    --                   30.00    42,330
EASY SPIRIT              2                                              2/03       32.00    45,152
# 33-SUITE W147          1          6,722     5/97    1/08    --                    0.00         0
EDDIE BAUER              5                                              6/97       24.00   161,328
# 34-SUITE N103          1          1,150     5/97    1/07    --                   43.47    49,991
ELECTNC'S BOUTIQUE       2                                              2/02       47.82    54,993
# 35-SUITE W155          1          6,945     4/97    1/07    --         0.00       0.00         0
ESTN MTN SPORTS          5                                              6/97       30.00   208,350
# 36-SUITE S105          1          4,480     1/97    1/03    --                   41.29   184,979
EYE WORLD
# 37-SUITE ANCH          4        165,000    11/96   11/62    --                    0.00         0
# 38-SUITE S159          1          9,581     9/97    1/08    --                   18.00   172,458
FINISH LINE              6
</TABLE>

                    (RESTUBBED TABLE CONTINUED FROM ABOVE)


<TABLE>
<CAPTION>
                      OVERAGE    CEILING       BREAKPOINT                            PRO RATA     % OF RENT
       TENANT            %       (000'S)        (000'S)            RECOVERIES       SHARE BASE   SUBJ TO CPI
- -------------------- --------- ----------- ------------------ -------------------- ------------ ------------
<S>                  <C>       <C>         <C>    <C>         <C>                  <C>          <C>
# 25-SUITE N117          6.00  UNLIMITED            NATURAL   CAM-15% FULL DEDUC      ZERO
CONTEMPO CASUALS                                              REAL ESTATE TAXES       ZERO
# 26-SUITE S101          4.00  UNLIMITED            NATURAL   CAM-15% FULL DEDUC      ZERO
COOKIN                                                        REAL ESTATE TAXES       ZERO
# 27-SUITE S149          6.00  UNLIMITED              2,576   CAM-15% FULL DEDUC      ZERO
COUNTY SEAT                                5/95       2,576   REAL ESTATE TAXES       ZERO
# 28-SUITE N101          3.50  UNLIMITED            NATURAL   CAM-15% EXT. ONLY       ZERO
CVS                                                           REAL ESTATE TAXES       ZERO
# 29-SUITE F101         10.00  UNLIMITED            NATURAL   NONE
DAIRY TREATS
# 30-SUITE N123          4.00  UNLIMITED            NATURAL   CAM-15% EXT. ONLY       ZERO
DISNEY STORE, THE                                             REAL ESTATE TAXES       ZERO
# 31-SUITE S165          8.00  UNLIMITED            NATURAL   CAM-15% FULL DEDUC      ZERO
DRIVN' STYLE                                                  REAL ESTATE TAXES       ZERO
# 32-SUITE W150          6.00  UNLIMITED            NATURAL   CAM-15% FULL DEDUC      ZERO
EASY SPIRIT                                                   REAL ESTATE TAXES       ZERO
# 33-SUITE W147          5.00  UNLIMITED            NATURAL   CAM-15% FULL DEDUC      ZERO
EDDIE BAUER                                                   REAL ESTATE TAXES       ZERO
# 34-SUITE N103          6.00  UNLIMITED                833   CAM-15% FULL DEDUC      ZERO
ELECTNC'S BOUTIQUE                         1/02         917   REAL ESTATE TAXES       ZERO
# 35-SUITE W155          5.00  UNLIMITED              4,167   CAM-18% FULL DEDUC      ZERO
ESTN MTN SPORTS                            5/97       4,167   REAL ESTATE TAXES       ZERO
# 36-SUITE S105          8.00  UNLIMITED            NATURAL   CAM-15% FULL DEDUC      ZERO
EYE WORLD                                                     REAL ESTATE TAXES       ZERO
# 37-SUITE ANCH           --   --                        --   FILENE'S CAM-EXT
# 38-SUITE S159          6.00  UNLIMITED            NATURAL   CAM-15% FULL DEDUC      ZERO
FINISH LINE                                                   REAL ESTATE TAXES       ZERO
</TABLE>




<PAGE>
                                                                         PAGE 4



<TABLE>
<CAPTION>
                       PRIMARY/                                                        ANNUAL
                      SECONDARY   SQUARE   LEASE   LEASE   OPTION       MINIMUM       MINIMUM
       TENANT           CODES      FEET    BEGIN    END     #/MOS       RENT/SF         RENT
- -------------------- ----------- -------- ------- ------- -------- ----------------- ---------
<S>                  <C>         <C>      <C>     <C>     <C>      <C>    <C>        <C>
# 39-SUITE N151          1        1,545    11/97   1/08     --                28.00    43,260
FIVE-SEVEN-NINE          2                                         2/03       30.00    46,350
# 40-SUITE W119          1        2,692     2/98   1/08     --                37.15   100,008
FOOTLOCKER               3
# 41-SUITE N149          1        1,993     4/97   1/08     --                 0.00         0
G&G/RAVE                 2                                         8/97       30.00    59,790
                                                                   2/01       32.00    63,776
                                                                   2/05       33.99    67,742
# 42-SUITE S157          1        1,799     4/98   1/08     --                36.00    64,764
GADZOOKS                 2                                         2/03       40.00    71,960
#43-SUITE S115           1        9,913    10/97   1/10     --                33.00   327,129
GAP/GAPKIDS              5                                         2/04       33.99   336,943
# 44-SUITE E139          1        1,629     5/97   1/08     --                38.00    61,902
GARDEN BOTANIKA          2                                         2/01       40.00    65,160
                                                                   2/05       42.00    68,418
# 45-SUITE W117          1        2,670     2/98   1/08     --                45.00   120,150
GNC LIVE WELL            3
# 46-SUITE W135          1          750    12/97   1/03     --                60.00    45,000
GOLDEN NAILS             1
# 47-SUITE N105          1        1,150     5/97   1/04     --                56.52    64,998
GREAT EXPECTATIONS       2
# 48-SUITE S145          1          920     6/95   1/05     --                54.34    49,993
GRIA JN'S COFFEE         1                                         2/98       59.78    54,998
                                                                   2/02       65.21    59,993
# 49-SUITE W101          1        6,329     7/92   1/07     --                17.38   109,998
GROUND ROUND             5                                         2/02       20.54   129,998
# 50-SUITE N127          1        1,256     7/95   1/06     --                36.62    45,995
GYMBOREE                 2
</TABLE>

                   (RESTUBBED TABLE CONTINUED FROM ABOVE)

<TABLE>
<CAPTION>
                      OVERAGE    CEILING       BREAKPOINT                            PRO RATA     % OF RENT
       TENANT            %       (000'S)        (000'S)            RECOVERIES       SHARE BASE   SUBJ TO CPI
- -------------------- --------- ----------- ------------------ -------------------- ------------ ------------
<S>                  <C>       <C>         <C>    <C>         <C>                  <C>          <C>
# 39-SUITE N151          6.00  UNLIMITED            NATURAL   CAM-15% FULL DEDUC      ZERO
FIVE-SEVEN-NINE                                               REAL ESTATE TAXES       ZERO
# 40-SUITE W119          7.00  UNLIMITED            NATURAL   CAM-15% FULL DEDUC      ZERO
FOOTLOCKER                                                    REAL ESTATE TAXES       ZERO
# 41-SUITE N149          6.00  UNLIMITED            NATURAL   CAM-15% FULL DEDUC      ZERO
G&G/RAVE                                                      REAL ESTATE TAXES       ZERO
# 42-SUITE S157          6.00  UNLIMITED            NATURAL   CAM-15% FULL DEDUC      ZERO
GADZOOKS                                                      REAL ESTATE TAXES       ZERO
#43-SUITE S115           6.00  UNLIMITED              5,452   CAM-15% FULL DEDUC      ZERO
GAP/GAPKIDS                                1/04       5,617   REAL ESTATE TAXES       ZERO
# 44-SUITE E139          6.00  UNLIMITED            NATURAL   CAM-15% FULL DEDUC      ZERO
GARDEN BOTANIKA                                               REAL ESTATE TAXES       ZERO
# 45-SUITE W117          7.00  UNLIMITED            NATURAL   CAM-15% FULL DEDUC      ZERO
GNC LIVE WELL                                                 REAL ESTATE TAXES       ZERO
# 46-SUITE W135         10.00  UNLIMITED            NATURAL   CAM-15% FULL DEDUC      ZERO
GOLDEN NAILS                                                  REAL ESTATE TAXES       ZERO
# 47-SUITE N105         10.00  UNLIMITED            NATURAL   CAM-15% FULL DEDUC      ZERO
GREAT EXPECTATIONS                                            REAL ESTATE TAXES       ZERO
# 48-SUITE S145          8.00  UNLIMITED                714   CAM-15% EXT. ONLY       ZERO
GRIA JN'S COFFEE                           1/98         786   REAL ESTATE TAXES       ZERO
                                           1/02         857
# 49-SUITE W101          5.00  UNLIMITED              2,000   CAM-15% FULL DEDUC      ZERO
GROUND ROUND                               6/92       2,000   REAL ESTATE TAXES       ZERO
                                           1/02       2,400
# 50-SUITE N127          5.00  UNLIMITED            NATURAL   CAM-15% FULL DEDUC      ZERO
GYMBOREE                                                      REAL ESTAET TAXES       ZERO
</TABLE>




<PAGE>
                                                                         PAGE 5



<TABLE>
<CAPTION>
                       PRIMARY/                                                          ANNUAL
                      SECONDARY    SQUARE    LEASE   LEASE   OPTION       MINIMUM       MINIMUM
       TENANT           CODES       FEET     BEGIN    END     #/MOS       RENT/SF         RENT
- -------------------- ----------- ---------- ------- ------- -------- ----------------- ---------
<S>                  <C>         <C>        <C>     <C>     <C>      <C>     <C>       <C>
# 51-SUITE E149            1        3,708     5/97    1/08    --                 0.00         0
HALLMARK/JOHN'S            4                                          10/97     35.00   129,780
# 52-SUITE W115            1        2,696     4/97    1/05    --                27.00    72,792
HAMMET'S LEARN WLD         3                                           2/00     28.00    75,488
# 53-SUITE W137            1        1,250     5/97    1/08    --                45.00    56,250
HOT TOPIC                  2                                           2/03     46.50    58,125
# 54-SUITE W151            1        1,373     5/97    1/07    --                38.60    52,998
ICING, THE                 2
# 55-SUITE N147            1        2,972     9/97    1/07    --                27.00    80,244
INNOVATION LUGGAGE         3                                           2/00     28.99    86,158
                                                                       2/04     31.99    95,074
# 56-SUITE K-2             3          150     5/97    4/00    --               350.00    52,500
INSTANT JEWEL REPR         9
# 57-SUITE ANCH            4      101,388     1/97   11/62    --                 0.00         0
J.C. PENNEY               10
# 58-SUITE S127            1          803     2/93    1/03    --               112.07    89,992
KAY JEWELERS               1
# 59-SUITE S103            1        3,772     9/88    1/99    --                39.76   149,975
KAY-BEE TOYS               4
# 60-SUITE S113            1        2,050     5/98    1/08    --                30.00    61,500
KIDS FOOTLOCKER            3                                           1/03     35.00    71,750
# 61-SUITE N115            1        1,430     3/92    1/01    --                41.95    59,989
LADY FOOTLOCKER            2
# 62-SUITE N119            1        3,627     5/98    1/09    --                33.00   119,691
LEARNING SMITH             4
# 63-SUITE ANCHOR          4       60,768    10/98    9/18    --                 0.00         0
NEW ANCHOR                10
</TABLE>

                    (RESTUBBED TABLE CONTINUED FROM ABOVE)

<TABLE>
<CAPTION>
                      OVERAGE    CEILING       BREAKPOINT                            PRO RATA     % OF RENT
       TENANT            %       (000'S)        (000'S)            RECOVERIES       SHARE BASE   SUBJ TO CPI
- -------------------- --------- ----------- ------------------ -------------------- ------------ ------------
<S>                  <C>       <C>         <C>    <C>         <C>                  <C>          <C>
# 51-SUITE E149          8.00  UNLIMITED            NATURAL   CAM-15% FULL DEDUC      ZERO
HALLMARK/JOHN'S                                               REAL ESTATE TAXES       ZERO
# 52-SUITE W115          7.00  UNLIMITED            NATURAL   CAM-15% FULL DEDUC      ZERO
HAMMET'S LEARN WLD                                            REAL ESTATE TAXES       ZERO
# 53-SUITE W137          6.00  UNLIMITED            NATURAL   CAM-15% FULL DEDUC      ZERO
HOT TOPIC                                                     REAL ESTATE TAXES       ZERO
# 54-SUITE W151          7.00  UNLIMITED            NATURAL   CAM-15% FULL DEDUC      ZERO
ICING, THE                                                    REAL ESTATE TAXES       ZERO
# 55-SUITE N147          7.00  UNLIMITED              1,146   CAM-15% FULL DEDUC      ZERO
INNOVATION LUGGAGE                         1/00       1,231   REAL ESTATE TAXES       ZERO
                                           1/04       1,359
# 56-SUITE K-2          10.00  UNLIMITED            NATURAL   NONE
INSTANT JEWEL REPR
# 57-SUITE ANCH           --   --                        --   JC PENNY CAM-EXT
J.C. PENNEY                                                   JC PENNYCAM-INT
# 58-SUITE S127          7.00  UNLIMITED            NATURAL   CAM-15% EXT. ONLY       ZERO
KAY JEWELERS                                                  REAL ESTATE TAXES       ZERO
# 59-SUITE S103          6.00  UNLIITED             NATURAL   CAM-15% FULL DEDUC      ZERO
KAY-BEE TOYS                                                  REAL ESTATE TAXES       ZERO
# 60-SUITE S113          6.00  UNLIMITED            NATURAL   CAM-15% FULL DEDUC      ZERO
KIDS FOOTLOCKER                                               REAL ESTATE TAXES       ZERO
# 61-SUITE N115          7.00  UNLIMITED            NATURAL   CAM-15% FULL DEDUC      ZERO
LADY FOOTLOCKER                                               REAL ESTATE TAXES       ZERO
# 62-SUITE N119          5.00  UNLIMITED            NATURAL   CAM-15% FULL DEDUC      ZERO
LEARNING SMITH                                                REAL ESTATE TAXES       ZERO
# 63-SUITE ANCHOR                                   NATURAL   NEW CAM-EXT
NEW ANCHOR                                                    NEW CAM-INT
</TABLE>




<PAGE>
                                                                         PAGE 6



<TABLE>
<CAPTION>
                      PRIMARY/                                                        ANNUAL
                     SECONDARY   SQUARE   LEASE   LEASE   OPTION       MINIMUM       MINIMUM
       TENANT          CODES      FEET    BEGIN    END     #/MOS       RENT/SF         RENT
- ------------------- ----------- -------- ------- ------- -------- ----------------- ---------
<S>                 <C>         <C>      <C>     <C>     <C>      <C>    <C>        <C>
# 64-SUITE S149A        1        2,365     5/88   4/98      --               30.00    70,950
LECHTERS                3
# 65-SUITE W141         1        2,950     3/98   1/08      --               27.00    79,650
LECHTERS                3                                         2/03       32.00    94,400
# 66-SUITE S164         1        3,709     8/97   1/07      --               30.00   111,270
LENSCRAFTERS            4
# 67-SUITE S141         1          600     3/95   1/02      --               70.00    42,000
LIDS                    1
# 68-SUITE E141         1        6,172    10/97   1/08      --               30.00   185,160
LIMITED EXPRESS         5
# 69-SUITE W123         1        3,633     2/90   2/99      --               30.00   108,990
LIMITED, THE            4
# 70-SUITE F113         2          750     6/98   1/09      --              160.00   120,000
MASTER WOK              8
# 71-SUITE F111         2          750     6/98   1/08      --              120.00    90,000
MCDONALD'S              8
# 72-SUITE W133         1        1,000    11/97   1/07       -               39.99    39,990
MOTHERTIME              1                                         2/03       45.00    45,000
# 73-SUITE N111         2          600     2/93   1/99      --              116.66    69,996
MRS FIELD COOKIES       8
# 74-SUITE E109         1        1,193     6/94   1/99      --               83.82    99,997
NASER JEWELERS          2
# 75-SUITE N107         1        1,150     2/98   1/08      --               60.87    70,001
NEWS SHOP               2                                         2/03       65.22    75,003
# 76-SUITE W149         1        1,313    11/97   1/08      --               30.00    39,390
NINE WEST               2                                         2/03       31.99    42,003
# 77-SUITE N145         1        1,477     8/97   1/07      --               42.00    62,034
NOAH'S                  2                                         2/02       45.00    66,465
</TABLE>

                    (RESTUBBED TABLE CONTINUED FROM ABOVE)

<TABLE>
<CAPTION>
                     OVERAGE    CEILING       BREAKPOINT                            PRO RATA     % OF RENT
       TENANT           %       (000'S)        (000'S)            RECOVERIES       SHARE BASE   SUBJ TO CPI
- ------------------- --------- ----------- ------------------ -------------------- ------------ ------------
<S>                 <C>       <C>         <C>    <C>         <C>                  <C>          <C>
# 64-SUITE S149A        7.00  UNLIMITED            NATURAL   CAM-15% FULL DEDUC      ZERO
LECHTERS                                                     REAL ESTATE TAXES       ZERO
# 65-SUITE W141         7.00  UNLIMITED            NATURAL   CAM-15% FULL DEDUC      ZERO
LECHTERS                                                     REAL ESTATE TAXES       ZERO
# 66-SUITE S164         4.00  UNLIMITED            NATURAL   CAM-15% FULL DEDUC      ZERO
LENSCRAFTERS                                                 REAL ESTATE TAXES       ZERO
# 67-SUITE S141         8.00  UNLIMITED            NATURAL   CAM-15% FULL DEDUC      ZERO
LIDS                                                         REAL ESTATE TAXES       ZERO
# 68-SUITE E141         5.00  UNLIMITED            NATURAL   CAM-15% FULL DEDUC      ZERO
LIMITED EXPRESS                                              REAL ESTATE TAXES       ZERO
# 69-SUITE W123         5.00  UNLIMITED            NATURAL   CAM-15% FULL DEDUC      ZERO
LIMITED, THE                                                 REAL ESTATE TAXES       ZERO
# 70-SUITE F113        10.00  UNLIMITED            NATURAL   NONE
MASTER WOK
# 71-SUITE F111         6.00  UNLIMITED            NATURAL   CAM-15 FULL DEDUC       ZERO
MCDONALD'S                                                   REAL ESTATE TAXES       ZERO
# 72-SUITE W133         6.00  UNLIMITED            NATURAL   CAM-15% FULL DEDUC      ZERO
MOTHERTIME                                                   REAL ESTATE TAXES       ZERO
# 73-SUITE N111        10.00  UNLIMITED            NATURAL   CAM-15% FULL DEDUC      ZERO
MRS FIELD COOKIES                                            REAL ESTATE TAXES       ZERO
# 74-SUITE E109         7.00  UNLIMITED            NATURAL   CAM-15% EXT. ONLY       ZERO
NASER JEWELERS                                               REAL ESTATE TAXES       ZERO
# 75-SUITE N107          --   --                        --   CAM-18% FULL DEDUC      ZERO
NEWS SHOP                                                    REAL ESTATE TAXES       ZERO
# 76-SUITE W149         6.00  UNLIMITED            NATURAL   CAM-15% FULL DEDUC      ZERO
NINE WEST                                                    REAL ESTATE TAXES       ZERO
# 77-SUITE N145         8.00  UNLIMITED                620   CAM-15% FULL DEDUC      ZERO
NOAH'S                                    1/02         665   REAL ESTATE TAXES       ZERO
</TABLE>





<PAGE>
                                                                         PAGE 7


                      THE MALL OF NEW HAMPSHIRE - (2/98)
                            PROJECT DESIGNATOR: 8130
                             LEASE ABSTRACT REPORT
                                FOR ALL TENANTS
                                7/14/98 @ 13:40


<TABLE>
<CAPTION>
                       PRIMARY/                                                        ANNUAL
                      SECONDARY   SQUARE   LEASE   LEASE   OPTION       MINIMUM       MINIMUM
       TENANT           CODES      FEET    BEGIN    END     #/MOS       RENT/SF         RENT
- -------------------- ----------- -------- ------- ------- -------- ----------------- ---------
<S>                  <C>         <C>      <C>     <C>     <C>      <C>    <C>        <C>
# 78-SUITE S121          1         1,232    9/93   1/99     --               48.70     59,998
NORDIC TRACK             2
# 79-SUITE S167          1         8,000    5/98   1/08     --               25.00    200,000
NORTHERN EXPERIENC       6
# 80-SUITE N139          1        15,000   11/97   1/08     --                0.00          0
OLYMPIA SPORT CTR        6                                         1/98       15.0    225,000
# 81-SUITE E137          1         3,000    6/97   1/08     --               30.00     90,000
PACIFIC SUNWEAR          3
# 82-SUITE E119          1         3,117    5/98   1/08     --               29.00     90,393
PARADE OF SHOES          3
# 83-SUITE N137          1         5,000    4/98   1/08     --               28.00    140,000
PAUL HARRIS              4                                         1/03      30.00    150,000
# 84-SUITE E133          1         1,200    4/98   1/08     --               37.50     45,000
PERFUMANIA               2                                         2/01      41.67     50,004
                                                                   2/05      45.83     54,996
# 85-SUITE E111          1         2,879    6/90   1/00     --               43.99    126,647
PETITE SOPHISTICAT       3
# 86-SUITE K-11          3           160    5/97   4/00     --              286.25     45,800
PIERCING PAGODA          9
# 87-SUITE K-3           3           160    9/97   8/01     --              262.50     42,000
PLUMB GOLD               9
# 88-SUITE W113          1         2,193    4/96   1/05     --               37.49     82,216
PRINTS PLUS              3
# 89-SUITE W121          1         2,230    7/97   1/07     --               31.38     69,977
RADIO SHACK              3
# 90-SUITE S109          1         6,926    5/97   1/08     --               30.75    212,975
RECORD TOWN              5
# 91-SUITE N113          1         1,100    4/91   1/99     --               45.45     49,995
RITZ CAMERA 1 HR         2
</TABLE>

                    (RESTUBBED TABLE CONTINUED FROM ABOVE)


<TABLE>
<CAPTION>
                      OVERAGE    CEILING       BREAKPOINT                            PRO RATA     % OF RENT
       TENANT            %       (000'S)        (000'S)            RECOVERIES       SHARE BASE   SUBJ TO CPI
- -------------------- --------- ----------- ------------------ -------------------- ------------ ------------
<S>                  <C>       <C>         <C>    <C>         <C>                  <C>          <C>
# 78-SUITE S121         5.00   UNLIMITED              1,500   CAM-15% EXT. ONLY       ZERO
NORDIC TRACK                                                  REAL ESTATE TAXES       ZERO
# 79-SUITE S167         5.00   UNLIMITED            NATURAL   CAM-15% FULL DEDUC      ZERO
NORTHERN EXPERIENC                                            REAL ESTATE TAXES       ZERO
# 80-SUITE N139         6.00   UNLIMITED            NATURAL   CAM-15% FULL DEDUC      ZERO
OLYMPIA SPORT CTR                                             REAL ESTATE TAXES       ZERO
# 81-SUITE E137         6.00   UNLIMITED            NATURAL   CAM-15% FULL DEDUC      ZERO
PACIFIC SUNWEAR                                               REAL ESTATE TAXES       ZERO
# 82-SUITE E119         6.00   UNLIMITED            NATURAL   CAM-15% FULL DEDUC      ZERO
PARADE OF SHOES                                               REAL ESTATE TAXES       ZERO
# 83-SUITE N137         5.00   UNLIMITED            NATURAL   CAM-15% FULL DEDUC      ZERO
PAUL HARRIS                                                   REAL ESTATE TAXES       ZERO
# 84-SUITE E133         5.00   UNLIMITED            NATURAL   CAM-15% FULL DEDUC      ZERO
PERFUMANIA                                                    REAL ESTATE TAXES       ZERO
# 85-SUITE E111         6.00   UNLIMITED              1,919   CAM-15% FULL DEDUC      ZERO
PETITE SOPHISTICAT                          1/95      2,111   REAL ESTATE TAXES       ZERO
# 86-SUITE K-11        10.00   UNLIMITED            NATURAL   NONE
PIERCING PAGODA
# 87-SUITE K-3         10.00   UNLIMITED            NATURAL   NONE
PLUMB GOLD
# 88-SUITE W113         6.00   UNLIMITED              1,371   CAM-15% EXT. ONLY       ZERO
PRINTS PLUS                                                   REAL ESTATE TAXES       ZERO
# 89-SUITE W121         3.00   UNLIMITED              1,750   CAM-15% FULL DEDUC      ZERO
RADIO SHACK                                                   REAL ESTATE TAXES       ZERO
# 90-SUITE S109         7.00   UNLIMITED            NATURAL   CAM-15% FULL DEDUC      ZERO
RECORD TOWN                                                   REAL ESTATE TAXES       ZERO
# 91-SUITE N113                                     NATURAL   CAM-15% FULL DEDUC      ZERO
RITZ CAMERA 1 HR                                              REAL ESTATE TAXES       ZERO
</TABLE>




<PAGE>
                                                                         PAGE 8



<TABLE>
<CAPTION>
                       PRIMARY/                                                        ANNUAL
                      SECONDARY    SQUARE    LEASE   LEASE   OPTION      MINIMUM      MINIMUM
       TENANT           CODES       FEET     BEGIN    END     #/MOS      RENT/SF        RENT
- -------------------- ----------- ---------- ------- ------- -------- --------------- ---------
<S>                  <C>         <C>        <C>     <C>     <C>      <C>    <C>      <C>
# 92-SUITE W157            1        4,992    11/97    1/10    --              24.92   124,401
RUBY TUESDAY               4                                         2/04     26.92   134,385
# 93-SUITE S129            1        1,048     9/94    1/05    --              57.25    59,998
SAN FRAN MUSIC BOX         2
# 94-SUITE F107            2          896     7/98    1/09    --             195.31   174,998
SBARO                      8
# 95-SUITE ANCHOR          4      136,464    11/96   11/62    --               0.00         0
SEARS                     10
# 96-SUITE E125            1          800     8/97    1/07    --              56.25    45,000
SELECT COMFORT             1
# 97-SUITE F109            1        2,361     6/98    1/07    --              59.30   140,007
SPACE CENTER               3
# 98-SUITE E138            1        1,977     1/98    1/08    --              40.00    79,080
SPENCER GIFTS              2
# 99-SUITE E117            1        1,875    11/90    1/01    --              82.19   154,106
SUNCOAST MOTION            2                                         2/98     86.30   161,813
                                                                     2/99     90.61   169,894
                                                                     2/00     95.14   178,388
# 100-SUITE S125           1          489    11/96    1/07    --             122.69    59,995
SUNGLASS HUT               1
# 101-SUITE N155           1          735     5/97    1/08    --              74.82    54,993
SUNGLASS HUT SPORT         1
# 102-SUITE W139           1        2,250     4/97    1/07    --              35.00    78,750
THINGS REMEMBERED          3                                         2/02     40.00    90,000
# 103-SUITE W143           1        1,870     6/97    1/07    --              35.00    65,450
TRACK N' TRAIL             2
# 104-SUITE N143           1        1,245     8/97    1/08    --              40.16    49,999
TRADE SECRET               2
</TABLE>

                    (RESTUBBED TABLE CONTINUED FROM ABOVE)


<TABLE>
<CAPTION>
                      OVERAGE    CEILING      BREAKPOINT                            PRO RATA     % OF RENT
       TENANT            %       (000'S)        (000'S)           RECOVERIES       SHARE BASE   SUBJ TO CPI
- -------------------- --------- ----------- ----------------- -------------------- ------------ ------------
<S>                  <C>       <C>         <C>   <C>         <C>                  <C>          <C>
# 92-SUITE W157         5.50   UNLIMITED           NATURAL   CAM-15% FULL DEDUC      ZERO
RUBY TUESDAY                                                 REAL ESTATE TAXES       ZERO
# 93-SUITE S129         7.00   UNLIMITED           NATURAL   CAM-15% FULL DEDUC      ZERO
SAN FRAN MUSIC BOX                                           REAL ESTATE TAXES       ZERO
# 94-SUITE F107        10.00   UNLIMITED           NATURAL   NONE
SBARO
# 95-SUITE ANCHOR                                  NATURAL   SEARS CAM - EXT
SEARS                                                        SEARS CAM - INT.
# 96-SUITE E125         5.00   UNLIMITED               750   CAM-15% FULL DEDUC      ZERO
SELECT COMFORT                                               REAL ESTATE TAXES       ZERO
# 97-SUITE F109        20.00   UNLIMITED           NATURAL   CAM-15% FULL DEDUC      ZERO
SPACE CENTER                                                 REAL ESTATE TAXES       ZERO
# 98-SUITE E138         6.00   UNLIMITED           NATURAL   CAM-15% FULL DEDUC      ZERO
                               REAL
                               ESTATE
SPENCER GIFTS                  TAXES       ZERO
# 99-SUITE E117         6.00   UNLIMITED           NATURAL   CAM-15% FULL DEDUC      ZERO
SUNCOAST MOTION                                              REAL ESTATE TAXES       ZERO
# 100-SUITE S125       10.00   UNLIMITED           NATURAL   CAM-15% EXT. ONLY       ZERO
SUNGLASS HUT                                                 REAL ESTATE TAXES       ZERO
# 101-SUITE N155       10.00   UNLIMITED           NATURAL   CAM-15% FULL DEDUC      ZERO
SUNGLASS HUT SPORT                                           REAL ESTATE TAXES       ZERO
# 102-SUITE W139        8.00   UNLIMITED           NATURAL   CAM-15% FULL DEDUC      ZERO
THINGS REMEMBERED                                            REAL ESTATE TAXES       ZERO
# 103-SUITE W143        6.00   UNLIMITED           NATURAL   CAM-15% FULL DEDUC      ZERO
TRACK N' TRAIL                                               REAL ESTATE TAXES       ZERO
# 104-SUITE N143        6.00   UNLIMITED           NATURAL   CAM-15% FULL DEDUC      ZERO
TRADE SECRET                                                 REAL ESTATE TAXES       ZERO
</TABLE>




<PAGE>
                                                                         PAGE 9



<TABLE>
<CAPTION>
                       PRIMARY/                                                       ANNUAL
                      SECONDARY   SQUARE   LEASE   LEASE   OPTION      MINIMUM       MINIMUM
       TENANT           CODES      FEET    BEGIN    END     #/MOS      RENT/SF         RENT
- -------------------- ----------- -------- ------- ------- -------- ---------------- ---------
<S>                  <C>         <C>      <C>     <C>     <C>      <C>     <C>      <C>
# 105-SUITE E130         1        1,198     9/97   1/08     --               27.12    32,490
TRI TRAVEL               2                                           2/99    29.21    34,994
                                                                     2/02    31.30    37,497
# 106-SUITE E123         1        5,375     2/90   4/00     --               30.00   161,250
VICTORIA'S SECRET        5
# 107-SUITE N153         1          699    11/97   1/08     --               57.22    39,997
WATCH WORLD              1                                           2/03    64.37    44,995
# 108-SUITE E115         1        5,016     2/93   1/99     --               30.00   150,480
WEATHERVANE              5
# 109-SUITE E157         1          675     2/97   1/08     --                0.00         0
WHITEHALL CO. JWLS       1                                           8/97   103.70    69,998
# 110-SUITE S133         1        2,420     2/96   1/07     --               34.99    84,676
WILSONS SUEDE            3                                           2/99    40.00    96,800
# 111-SUITE S135         1        2,562     6/97   1/08     --               30.00    76,860
WORLD OF SCIENCE         3                                           2/03    35.00    89,670
# 112-SUITE E135         1        1,600     3/97   1/07     --               34.37    54,992
YANKEE CANDLE CO.        2                                           2/99    40.62    64,992
                                                                     2/05    46.87    74,992
# 113-SUITE S143         1        1,080     2/98   1/06     --              138.88   149,990
ZALES                    2
# 114-SUITE S137         1        1,000     4/99   3/09     --               72.45    72,450
VACANT IN-LINE           1                                           4/04    73.15    73,150
# 115-SUITE S139         1          600     4/99   3/09     --               72.45    43,470
VACANT IN-LINE           1                                           4/04    73.15    43,890
#116-SUITE E155          1          832     4/99   3/09     --               72.45    60,278
VACANT IN-LINE           1                                           4/04    73.15    60,861
#117-SUITE E129          1          532    10/98   9/08     --               70.00    37,240
VACANT IN-LINE           1                                          10/03    73.15    38,916
</TABLE>

                    (RESTUBBED TABLE CONTINUED FROM ABOVE)


<TABLE>
<CAPTION>
                      OVERAGE    CEILING       BREAKPOINT                            PRO RATA     % OF RENT
       TENANT            %       (000'S)        (000'S)            RECOVERIES       SHARE BASE   SUBJ TO CPI
- -------------------- --------- ----------- ------------------ -------------------- ------------ ------------
<S>                  <C>       <C>         <C>    <C>         <C>                  <C>          <C>
# 105-SUITE E130       5.00    UNLIMITED            NATURAL   CAM-18% EXT. ONLY       ZERO
TRI TRAVEL                                                    REAL ESTATE TAXES       ZERO
# 106-SUITE E123       5.00    UNLIMITED            NATURAL   CAM-15% FULL DEDUC      ZERO
VICTORIA'S SECRET                                             REAL ESTATE TAXES       ZERO
# 107-SUITE N153       8.00    UNLIMITED            NATURAL   CAM-15% EXT. ONLY       ZERO
WATCH WORLD                                                   REAL ESTATE TAXES       ZERO
# 108-SUITE E115       7.00    UNLIMITED            NATURAL   CAM-15% EXT. ONLY       ZERO
WEATHERVANE                                                   REAL ESTATE TAXES       ZERO
# 109-SUITE E157       6.00    UNLIMITED            NATURAL   CAM-15% FULL DEDUC      ZERO
WHITEHALL CO. JWLS                                            REAL ESTATE TAXES       ZERO
# 110-SUITE S133       6.00    UNLIMITED              1,412   CAM-15% FULL DEDUC      ZERO
WILSONS SUEDE                              2/97       1,412   REAL ESTATE TAXES       ZERO
                                           1/99       1,613
# 111-SUITE S135       6.00    UNLIMITED            NATURAL   CAM-15% FULL DEDUC      ZERO
WORLD OF SCIENCE                                              REAL ESTATE TAXES       ZERO
# 112-SUITE E135       6.00    UNLIMITED            NATURAL   CAM-15% FULL DEDUC      ZERO
YANKEE CANDLE CO.                                             REAL ESTATE TAXES       ZERO
# 113-SUITE S143                                    NATURAL   CAM-15% FULL DEDUC      ZER0
ZALES                                                         REAL ESTATE TAXES       ZERO
# 114-SUITE S137       6.00    UNLIMITED            NATURAL   CAM-15% FULL DEDUC      ZERO
VACANT IN-LINE                                                REAL ESTATE TAXES       ZERO
# 115-SUITE S139       6.00    UNLIMITED            NATURAL   CAM-15% FULL DEDUC      ZERO
VACANT IN-LINE                                                REAL ESTATE TAXES       ZERO
#116-SUITE E155        6.00    UNLIMITED            NATURAL   CAM-15% FULL DEDUC      ZERO
VACANT IN-LINE                                                REAL ESTATE TAXES       ZERO
#117-SUITE E129        6.00    UNLIMITED            NATURAL   CAM-15% FULL DEDUC      ZERO
VACANT IN-LINE                                                REAL ESTATE TAXES       ZERO
</TABLE>




<PAGE>
                                                                        PAGE 10



<TABLE>
<CAPTION>
                     PRIMARY/                                                         ANNUAL
                    SECONDARY    SQUARE    LEASE   LEASE   OPTION      MINIMUM       MINIMUM
      TENANT          CODES       FEET     BEGIN    END     #/MOS      RENT/SF         RENT
- ------------------ ----------- ---------- ------- ------- -------- ---------------- ---------
<S>                <C>         <C>        <C>     <C>     <C>      <C>     <C>      <C>
# 118-SUITE E126       1            664     4/99    3/09    --               72.45    48,107
VACANT IN-LINE         1                                             4/04    73.15    48,572
# 119-SUITE E151       1          2,431     4/99    3/09    --               36.22    88,063
VACANT IN-LINE         3                                             4/04    36.58    88,926
# 120-SUITE S162       1          6,024     7/98    6/08    --               27.50   165,660
VACANT IN-LINE         5                                             7/03    28.74   173,130
# 121-SUITE W127       1          4,590    10/98    9/08    --               30.00   137,700
VACANT IN-LINE         4                                            10/03    31.35   143,897
# 122-SUITE W124       1          3,125     1/99   12/08    --               36.22   113,203
VACANT IN-LINE         3                                             1/04    36.58   114,313
# 123-SUITE S163       1          3,460     1/99   12/08    --               36.22   125,338
VACANT IN-LINE         3                                             1/04    36.58   126,567
# 124-SUITE F100       2            468    10/98    9/08    --              135.00    63,180
FOOD COURT             8                                            10/03   141.08    66,025
# 125-SUITE F103       2            928    10/98    9/08    --              135.00   125,280
FOOD COURT             8                                            10/03   141.08   130,922
# 126-SUITE F105       2            855     4/99    3/09    --              139.73   119,465
FOOD COURT             8                                             4/04   141.08   120,625
# 127-SUITE F115       2            725     4/99    3/09    --              139.73   101,301
FOOD COURT             8                                             4/04   141.08   102,283
                                789,593
                                =======
</TABLE>

                    (RESTUBBED TABLE CONTINUED FROM ABOVE)


<TABLE>
<CAPTION>
                    OVERAGE    CEILING        BREAKPOINT                             PRO RATA     % OF RENT
      TENANT           %       (000'S)         (000'S)             RECOVERIES       SHARE BASE   SUBJ TO CPI
- ------------------ --------- ----------- -------------------- -------------------- ------------ ------------
<S>                <C>       <C>         <C>        <C>       <C>                  <C>          <C>
# 118-SUITE E126      6.00   UNLIMITED              NATURAL   CAM-15% FULL DEDUC      ZERO
VACANT IN-LINE                                                REAL ESTATE TAXES       ZERO
# 119-SUITE E151      6.00   UNLIMITED              NATURAL   CAM-15% FULL DEDUC      ZERO
VACANT IN-LINE                                                REAL ESTATE TAXES       ZERO
# 120-SUITE S162      6.00   UNLIMITED              NATURAL   CAM-15% FULL DEDUC      ZERO
VACANT IN-LINE                                                REAL ESTATE TAXES       ZERO
# 121-SUITE W127      6.00   UNLIMITED              NATURAL   CAM-15% FULL DEDUC      ZERO
VACANT IN-LINE                                                REAL ESTATE TAXES       ZERO
# 122-SUITE W124      6.00   UNLIMITED              NATURAL   CAM-15% FULL DEDUC      ZERO
VACANT IN-LINE                                                REAL ESTATE TAXES       ZERO
# 123-SUITE S163      6.00   UNLIMITED              NATURAL   CAM-15% FULL DEDUC      ZERO
VACANT IN-LINE                                                REAL ESTATE TAXES       ZERO
# 124-SUITE F100     10.00   UNLIMITED              NATURAL   NONE
FOOD COURT
# 125-SUITE F103     10.00   UNLIMITED              NATURAL   NONE
FOOD COURT
# 126-SUITE F105     10.00   UNLIMITED              NATURAL   NONE
FOOD COURT
# 127-SUITE F115     10.00   UNLIMITED              NATURAL   NONE
FOOD COURT
</TABLE>


<PAGE>


                      THE MALL OF NEW HAMPSHIRE - (2/98)
                           PROJECT DESIGNATOR: 8130
                           PROJECT ASSUPTIONS REPORT
                               EXCLUDING TENANTS
                                3/23/98 @ 16:42


BUILDING PROLOGUE
- ----------------

LEASEHOLD ANALYSIS OF THE MALL OF NEW HAMPSHIRE - (2/98) BEGINNING 4-/1997
FOR 20 YEARS ON A FISCAL YEAR BASIS


AREA MEASURES
- -------------

MGLA
DESCRIBED AS GROSS LEASABLE AREA; MALL SHOP TENANTS
1997 VALUE -  317,748
THEREAFTER - CONSTANT

AGLS
DESCRIBED AS GROSS LEASABLE AREA; ACHOR TENANTS
1997 VALUE -  463,620
THEREAFTER - CONSTANT

KGLA
DESCRIBED AS GROSS LEASABLE AREA; KIOSK
1997 VALUE -    1,890
THEREAFTER - CONSTANT

TGLA
DESCRIBED AS TOTAL MALL AREA
+100.0% OF MGLA+100.0% OF AGLA
+100.0% OF KGLA+100.0% OF FGLA

OGLA
DESCRIBED AS GROSS LEASABLE AREA; OWNED MALL AREA
+100.0% OF TGLA-100.0% OF AGLA
FGLA
1997 VALUE -    7,755
THEREAFTER -  CONSTANT

MOLA
DESCRIBED AS LEASED OCCUPPIED AREA; MALL SHOPS (CALCULATED USING PRIMARY CODE 1)
1997 VALUE -  170,081
1998 VALUE -  286,052
1999 VALUE -  311,292

<PAGE>

                                                                         PAGE 2
2000 VALUE -  216,372
2001 VALUE -  317,197
2002 VALUE -  316,894
2003 VALUE -  314,646
2004 VALUE -  316,460
2005 VALUE -  314,883
2006 VALUE -  316,609
2007 VALUE -  307,643
2008 VALUE -  297,052
2009 VALUE -  310,050
2010 VALUE -  313,888
2011 VALUE -  317,197
2012 VALUE -  316,894
2013 VALUE -  313,846
2014 VALUE -  316,460
2015 VALUE -  314,883
2016 VALUE -  316,609
THEREAFTER - CONSTANT

090%
DESCRIBED AS LEASED OCCUPPIED AREA; MALL SHOPS WITH 90% FLOOR
+100% OF MLOA

095%
DESCRIBED AS LEASED OCCUPPIED AREA; MALL SHOPS WITH 95% FLOOR
1997 VALUE -  170,081
1998 VALUE -  286,052
1999 VALUE -  311,292
2000 VALUE -  316,372
2001 VALUE -  317,197
2002 VALUE -  316,894
2003 VALUE -  314,646
2004 VALUE -  316,460
2005 VALUE -  314,883
2006 VALUE -  316,609
2007 VALUE -  307,643
2008 VALUE -  301,861
2009 VALUE -  310,050
2010 VALUE -  313,888
2011 VALUE -  317,197
2012 VALUE -  316,894
2013 VALUE -  313,846
2014 VALUE -  316,460
2015 VALUE -  314,883
2016 VALUE -   316,609
THEREAFTER - CONSTANT

<PAGE>

                                                                         PAGE 3

GROWTH RATES
- ------------

SALG
DESCRIBED AS GROWTH RATE FACTOR; SALES GORWTH
1997 VALUE -   3.50
THEREAFTER - CONSTANT

RENG
DESCRIBED AS GROWTH RATE FACTOR; MARKET RENT GROWTH
1997 VALUE -   0.00
1998 VALUE -   3.50
THEREAFTER - CONSTANT

EXPG
DESCRIBED AS GROWTH RATE FACTOR; GENERAL EXPENSES GROWTH
1997 VALUE -   0.00
1998 VALUE -   3.50
THEREAFTER - CONSTANT

TAXG
DESCRIBED AS GROWTH RATE FACTOR; TAX EXPENSES GROWTH
1997 VALUE -   0.00
1998 VALUE -   4.00
THEREAFTER - CONSTANT

MISG
DESCRIBED GROWTH RATE FACTOR; MISSCELLANEOUS INCOME GROWTH
1997 VALUE -   0.00
1998 VALUE -   3.50
THEREAFTER - CONSTANT

STD%
1997 VALUE -   6.00
THEREAFTER - CONSTANT

MARKET RATES
- ------------

MKT1
DESCRIBED AS MARKET RENTAL; MALLS SHOP IS LESS THAN 1,000 SF
1997 VALUE -  70.00
THEREAFTER GROWING AT GROWTH RATE RENG

MKT2
DESCRIBED AS MARKET RENTAL; MALL SHOP 1,001-2,000 SF
1997 VALUE -  50.00

<PAGE>
                                                                         PAGE 4

THEREAFTER - GROWING AT GROWTH RATE RENG

MKT3
DESCRIBED AS MARKET RENTAL; MALL SHOPS 2,001-3,500 SF
1997 VALUE -  35.00
THEREAFTER - GROWING AT GROWTH RATE RENG

MKT4
DESCRIBED AS MARKET RENTAL; MALL SHOPS 2,501-5,500 SF
1997 VALUE -  30.00
THEREAFTER - GROWING AT GROWTH RATE RENG

MKT5
DESCRIBED AS MARKET RENTAL; MALL SHOPS 5,001-7,500 SF
1997 VALUE -  27.50
THEREAFTER - GROWING AT GROWTH RATE RENG

MKT6
DESCRIBED AS MARKET RENTAL; MALL SHOPS GREATER THAN 7.501 SF
1997 VALUE -  25.00
THEREAFTER - GROWING AT GROWTH RATE RENG

KISK
DESCRIBED AS MARKET RENTAL; LIOSKS
1997 VALUE -   300
THEREAFTER - GROWING AT GROWTH RATE RENG

FOOD
DESCRIBED AS MARKET RENTAL RATE; FOOD COURT
1997 VALUE -   135
THEREAFTER - GROWING AT GROWTH RATE RENG

SLAM
DESCRIBED AS AVERAGE SALES; MALL SHOP TENANTS
1997 VALUE -   268
THEREAFTER - GROWING AT GROWTH RATE SALG

SAL2
1997 VALUE -   200
THEREAFTER - GROWING AT GROWTH RATE SALG

ALTN
DESCRIBED AS ALTERATION RATE; NEW TENANTS
1997 VALUE -    15.00
THEREAFTER - GROWING AT GROWTH RATE EXPG

ALTR
DESCRIBED AS ALTERATION RATE; RENEWAL TENANTS


<PAGE>
                                                                         PAGE 5

1997 VALUE -   5.00
THEREAFTER - GROWING AT GROWTH EXPG

ALTB
DESCRIBED AS ALTERATION RATE; BLENDED RATE BASED ON RENEWAL PROBABILITY
+35.0% OF ALTN +65.0% OF ALTR

COMN 
DESCRIBED AS COMMISSION RATEL; NEW TENANTS
1997 VALUE -   2.50
THEREAFTER - GROWING AT GROWTH RATE RENG

COMR
DESCRIBED AAD COMMISSION RATE; RENEWAL RENANTS
1997 VALUE -   1.50
THEREAFTER - GROWING AT GROWTH RATE RENG

COMB
DESCRIBED AS COMMISSION RATE; BLENDED RATE BASED ON RENEWAL PROBABILITY
+35.0% OC DOMN _65.0% OF COMR

RESX
DESCRIBED AS EXPENSES RATE; RESERVES FOR REPLEACNMENT
1997 VALUE -   0.20
1998 VALUE -   0.20
THEREAFTER- GROWING AT GROWTH RATE EXPG


MISSCELLANEOUS INCOMES
- ----------------------

THEMPORARY INCOME
1997 VALUE -  450,000
1998 VALUE -  450,000
1999 VALUE -  163,500
2000 VALUE -  477,405
2001 VALUE -  491,727
2002 VALUE -  506,479
2003 VALUE -  521,673
2004 VALUE -  537,324
2005 VALUE -  553,443
2006 VALUE -  570,047
2007 VALUE -  587,148
2008 VALUE -  604,762
2009 VALUE -  622,905
2010 VALUE -  641,592
2011 VALUE -  660,840
2012 VALUE -  680,665

<PAGE>

                                                                         PAGE 6

2013 VALUE -  701,085
2014 VALUE -  722,118
2015 VALUE -  743,781
THEREAFTER - 5.00% OF GROSS RENTAL INCOME

MISCELLANEOUS
1997 VALUE -   80,000
1998 VALUE -   80,000
1999 VALUE -   82,400
2000 VALUE -   84,872
2001 VALUE -   87,418
2002 VALUE -   90,041
2003 VALUE -   92,742
2004 VALUE -   95,524
2005 VALUE -   98,390
2006 VALUE -  101,342
2007 VALUE -  104,382
2008 VALUE -  107,513
2009 VALUE -  110,739
2010 VALUE -  114,061
2011 VALUE -  117,483
2012 VALUE -  121,007
2013 VALUE -  124,637
2014 VALUE -  128,377
2015 VALUE -  132,228


EXPENSES
- --------

CAM-COMMON AREA  , REFERRED TO AS CAMX
DESCRIBED AS COMMON AREA MAINTENANCE; GENERAL EXPENSES
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -  2,120,085
1998 VALUE -  2,120,085
1999 VALUE -  2,194,288
2000 VALUE -  2,271,088
2001 VALUE -  2,350,576
2002 VALUE -  2,432,846
2003 VALUE -  2,517,996
2004 VALUE -  2,606,126
2005 VALUE -  2,697,340
2006 VALUE -  2,791,747
2007 VALUE -  2,889,458
2008 VALUE -  2,990,589
2009 VALUE -  3,095,589
2010 VALUE -  2,203,594

<PAGE>
                                                                         PAGE 7

2011 VALUE - 3,315,720
2012 VALUE - 3,431,770
2013 VALUE - 3,551,882
2014 VALUE - 3,676,198
2015 VALUE - 3,804,865
THEREAFTER - 5.00% OF GROSS RENTAL INCOME

MANAGEMENT FEE  , REFERRED TO AS CMGT
DESCRIBED AS COMMON AREA MAINTENANCE; MANAGEMENT FEE
CHARGED AGAINST NET OPERATING INCOME
+100.0% OF %MIN_100 OF %OVR

CAM - ANCHOR EXT., REFERRED TO AS CANE
DESCRIBED AS COMMON AREA MAINTENANCE; ANCHOR CONTRIBUTION - EXTERIOR
AN INFORMATION EXPENSES
1997 VALUE - %-89063.00
1998 VALUE - %-89063.00
1999 VALUE - %-89063.00
2000 VALUE - %-89063.00
2001 VALUE - %-89063.00
2002 VALUE - %-89063.00
2003 VALUE - %-89063.00
2004 VALUE - %-89063.00
2005 VALUE - %-89063.00
2006 VALUE - %-89063.00
2007 VALUE - %-89063.00
2008 VALUE - %-89063.00
2009 VALUE - %-89063.00
2010 VALUE - %-89063.00
2011 VALUE - %-89063.00
2012 VALUE - %-89063.00
2013 VALUE - %-89063.00
2014 VALUE - %-89063.00
2015 VALUE - %-89063.00
THEREAFTER - 5.00% OF GROSS RENTAL INCOME

CAM - ANCHOR - INT, REFERRED TO AS CANI
DESCRIBED AS COMMON AREA MAINTENANCE ANCHOR CONTRIBUTION - INTERIOR
AN INFORMATION EXPENSES
1997 VALUE - %-19454.00
1998 VALUE - %-19454.00
1999 VALUE - %-19454.00
2000 VALUE - %-19454.00
2001 VALUE - %-19454.00
2002 VALUE - %-19454.00
2003 VALUE - %-19454.00
2004 VALUE - %-19454.00
2005 VALUE - %-19454.00

<PAGE>

                                                                         PAGE 8

2006 VALUE - %-19454.00
2007 VALUE - %-19454.00
2008 VALUE - %-19454.00
2009 VALUE - %-19454.00
2010 VALUE - %-19454.00
2011 VALUE - %-19454.00
2012 VALUE - %-19454.00
2013 VALUE - %-19454.00
2014 VALUE - %-19454.00
2015 VALUE - %-19454.00
THEREAFTER - 5.00% OF GROSS RENTAL INCOME

CAM - MALL + 15%, REFERRED TO AS CM15
DESCRIBED AS COMMON AREA MAINTENANCE WITH 15% SURCHARGED
AN INFORMATION EXPENSES
+155.0% OF CAMX+100.0% OF CMGT
+155.0% OF DEPR

CAM - MALL +18%, REFERRED TO AS CM18
DESCRIBED AS COMMON AREA MAINTENANCE WITH 18% SURCHARGED
+118.0% OF CAMX+100.0% OF CMGT
+188.0% OF DEPR

CAM - KIOSK/FOOD, REFERRED TO AS CMKF
DESCRIBED AS COMMON AREA MAINTENANCE; FOOD COURT & KISOK CONTRIBUTION
AN INFORMATION EXPENSES
1997 VALUE - %-24122.00
1998 VALUE - %-24122.00
1999 VALUE - %-24122.00
2000 VALUE - %-24122.00
2001 VALUE - %-24122.00
2002 VALUE - %-24122.00
2003 VALUE - %-24122.00
2004 VALUE - %-24122.00
2005 VALUE - %-24122.00
2006 VALUE - %-24122.00
2007 VALUE - %-24122.00
2008 VALUE - %-24122.00
2009 VALUE - %-24122.00
2010 VALUE - %-24122.00
2011 VALUE - %-24122.00
2012 VALUE - %-24122.00
2013 VALUE - %-24122.00
2014 VALUE - %-24122.00
2015 VALUE - %-24122.00
THEREAFTER- 5.00% OF GROSS RENTAL INCOME

<PAGE>
                                                                         PAGE 9

CAM-15% FULL DEDUC, REFERRED TO AS CAM1
DESCRIBED AS CAM - 15% WITH FULL DEDUCTION AS ANCHOR TENANT CONTRIBUTION
AN INFORMATION EXPENSES
+100.0% OF CM15+100.0% OF CANE
+100.0% OF CAN1+100.0% OF CMKF

CAM-15% EXT. ONLY, REFERRED TO AS CAM2
DESCRIBED AS CAM - 15% WITH EXTERIOR DEDUCTION OF ANCHOR TENANT CONTRIBUTION
AN INFORMATION EXPENSES
+100.0% OF AM15+100.0% OF CANE
+100.0% OF AMKF

CAM-15% NO DUDUCT, REFERRED TO AS CAM3
DESCRIBED AS CAM - 15% WITH NO DEDUCTION OF ANCHOR TENANT CONTRIBUTION
AN INFORMATION EXPENSES
+100.0% OF CM15+100.0% OF CMKF

CAM-18% FULL DEDUC, REFERRED TO AS CAM4
DESCRIBED AS CAM - 18% WITH FULL DEDUCTION OF ANCHOR TENANT CONTRIBUTION
AN INFORMATION EXPENSES
+100.0% OF AM18+100.0% OF CANE
+100.0% OF CANI+100.0% OF AMKF

CAM-18% EXT ONLY, REFERRED TO AS CAM5
DESCRIBED AS CAM - 18 WITH EXTERIOR DEDUCTION OF ANCHOR CONTRIBUTION
AN INFORMATION EXPENSES
+100.0% OF AM18+100.0% OF CANE
+100.0% CMKF

CAM - DEPRECIATION, REFERRED TO AS DEPR
DESCRIBED AS COMMON MAINTENANCE; DEPRECIATION (FOR PASS THRU ONLY)
AN INFORMATION EXPENSES
1997 VALUE - 706,128
1998 VALUE - 600,000
1999 VALUE - 500,000
2000 VALUE - 500,000
2001 VALUE - 500,000
2002 VALUE - 500,000
2003 VALUE - 500,000
2004 VALUE - 500,000
2005 VALUE - 500,000
2006 VALUE - 500,000
2007 VALUE - 500,000
2008 VALUE - 500,000
2009 VALUE - 500,000
2010 VALUE - 500,000
2011 VALUE - 500,000
2012 VALUE - 500,000

<PAGE>
                                                                        PAGE 10

2013 VALUE - 500,000
2014 VALUE - 500,000
2015 VALUE - 500,000
THEREAFTER - 5.00 OF GROSS RENTAL INCOME

REAL ESTATA TAXES, REFERRED TO AS PTAX
DESCRIBED AS PROPERTY TAXES
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE - 1,940,000
1998 VALUE - 1,940,000
1999 VALUE - 2,017,600
2000 VALUE - 3,098,304
2001 VALUE - 2,182,236
2002 VALUE - 2,269,526
2003 VALUE - 2,360,307
2004 VALUE - 2,454,719
2005 VALUE - 2,552,908
2006 VALUE - 2,655,024
2007 VALUE - 2,761,225
2008 VALUE - 2,871,674
2009 VALUE - 2,986,541
2010 VALUE - 3,106,003
2011 VALUE - 3,230,243
2012 VALUE - 3,359,453
2013 VALUE - 3,193,831
2014 VALUE - 3,633,584
2015 VALUE - 3,778,927
THEREAFTER - 5.00% OF GROSS RENTAL INCOME

GENERAL & ADMIN, REFERRED TO AS g&a
DESCRIBED AS NON-RECOVERABLE EXPENSES; GENERAL * ADMIN.
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE - 436,775
1998 VALUE - 436,775
1999 VALUE - 452,062
2000 VALUE - 467,884
2001 VALUE - 484,260
2002 VALUE - 501,209
2003 VALUE - 518,752
2004 VALUE - 536,908
2005 VALUE - 555,700
2006 VALUE - 575,149
2007 VALUE - 595,279
2008 VALUE - 616,114
2009 VALUE - 637,678
2010 VALUE - 659,997
2011 VALUE - 683,097
2012 VALUE - 707,005

<PAGE>
                                                                        PAGE 11

2013 VALUE - 731,750
2014 VALUE - 757,362
2015 VALUE - 783,869
THEREAFTER - 5.00% OF GROSS RENTAL INCOME

MARKETING & PROMO, REFERRED TO AS MKTG
DESCRIBED AS NON-RECOVERABLE EXPENSES; MARKING FUND
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE - 50,000
1998 VALUE - 50,000
1999 VALUE - 51,750
2000 VALUE - 53,561
2001 VALUE - 55,436
2002 VALUE - 57,376
2003 VALUE - 59,284
2004 VALUE - 61,463
2005 VALUE - 63,614
2006 VALUE - 65,840
2007 VALUE - 68,840
2008 VALUE - 70,530
2009 VALUE - 72,998
2010 VALUE - 75,533
2011 VALUE - 78,198
2012 VALUE - 80,935
2013 VALUE - 83,767
2014 VALUE - 86,699
2015 VALUE - 89,734
THEREAFTER - 5.00 % OF GROSS RENTAL INCOME

MGT FEE % OF MIN, REFERRED TO AS %MIN
AN INFORMTAION EXPENSES
5.00% OF OVERAGE RENT

MSC-MISCELLANEOUS, REFERRED TO AS MISX
DESCRINBED AS NON-RECOVERABLE EXPENSES; MISSCELLANEOUS
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE - 33,500
1998 VALUE - 33,500
1999 VALUE - 34,505
2000 VALUE - 35,540
2001 VALUE - 36,606
2002 VALUE - 37,705
2003 VALUE - 38,836
2004 VALUE - 40,001

<PAGE>
                                                                        PAGE 12

2005 VALUE - 41,201
2006 VALUE - 42,437
2007 VALUE - 43,710
2008 VALUE - 45,021
2009 VALUE - 46,372
2010 VALUE - 47,763
2011 VALUE - 49,196
2012 VALUE - 50,672
2013 VALUE - 52,192
2014 VALUE - 53,758
2015 VALUE - 55,370
THEREAFTER - 5.00% OF GROSS RENTAL INCOME

VACANCY ALLOWANCE
- -----------------

PERCENTAGE OF POTENTIAL GROSS INCOME
FOR ALL TENANTS SUBJECT TO VACANCY
1997 VALUE -  5.00
THEREAFTER - CONSTANT

MANAGEMENT FEE
- --------------

NONE

COMMISSION CALCULATIONS
- -----------------------

STANDARD METHOD #1 - 5.000% OF TOTAL RENT

STANDARD METHOD #2 - 2.500% OF TOTAL RENT

STANDARD METHOD #3 - 3.250% OF TOTAL RENT

STANDARD METHOD #4 - 0.000% OF TOTAL RENT

STANDARD METHOD #5 - 0.000% OF TOTAL RENT

COMMISSION PAYOUTS
- ------------------

STANDARD METHOD #1 - CASHED OUT

<PAGE>
                                                                        PAGE 13

STANDARD METHOD #2 - CASHED OUT

STANDARD METHOD #3 - CASHED OUT

STANDARD METHOD #4 - CASHED OUT

STANDARD METHOD #5 - CASHED OUT


ALTERATION CALCULATION
- ----------------------

NONE

ALTERATION PAYOUTS
- ------------------

STANDARD METHOD #1 - CASHED OUT

STANDARD METHOD #2 - CASHED OUT  
                                 
STANDARD METHOD #3 - CASHED OUT  
                                 
STANDARD METHOD #4 - CASHED OUT  
                                 
STANDARD METHOD #5 - CASHED OUT  


COMMON AREA MAINTENANCE POOL
- ----------------------------

NONE


CAPITAL EXPENDITURES
- --------------------
REPL'MENT RESERVE
MARKET RATE RESX MULTIPLIED BY AREA MEASURE OGLA

FOOD COURT CAP.
6/1998 -  1,701,309

PRIMARY CLASSIFICATION CODES
- ----------------------------

<PAGE>
                                                                        PAGE 14

 1 - MALL SHOP TENANTS
 2 - FOOD COURT TENANTS
 3 - KIOSK TENANTS
 4 - ANCHOR TENANTS
 5 - THEATRE
 6 - MAJOR TENANTS


SECONDARY CLASSIFICATION CODES
- ------------------------------

 1 - TENANTS LESS THAN 1000
 2 - TENANTS 1001-2000
 3 - TENANTS 2001-3500
 4 - TENANTS 2501-5000
 5 - TENANTS 5001-7500
 6 - TENANTS GREATER THAN 7500
 7 - NOT USED
 8 - FOOD COURT TENANTS
 9 - KIOSK TENANTS
10 - ANCHOR TENANTS
11 - NOT USED
12 - NOT USED


COST CENTERS
- ------------

 1 - CAM-MALL SHOPS
 2 - CAM-ANCHOR EXT.
 3 - CAM-ANCHOR INT.
 4 - TAX-MALL SHOPS
 5 - TAX-ANCHOR CONTR.
 6 - W/S-WATER & SEWER
 7 - HVC-HVAC INCOME
 8 - FCT-FOOD COURT


SALES VOLUME PROFILE
- --------------------

          PERCENT OF       RELATIVE
MONTH     ANNUAL SALES     VOLUME
- -----     ------------     --------
JAN          8.33%           1.00
FED          8.33%           1.00
MAR          8.33            1.00
APR          8.33%           1.00

<PAGE>
                                                                        PAGE 15

MAY          8.33%           1.00   
JUN          8.33%           1.00   
JUL          8.33%           1.00   
AUG          8.33%           1.00   
SEP          8.33%           1.00   
OCT          8.33%           1.00   
NOV          8.33%           1.00   
DEC          8.33%           1.00   
          ---------       ----------
TOTALS     100.00%          12.00


GLOBAL RECOVERIES
- -----------------

CAM-15% FULL DEDUC, REFERRED TO AS CAM1
DESCRIBED AS CAM - 15% FULL DEDUCTION OVER LOA (USED FOR MGT'S CODES A, B, H, N)
ASSIGNED TO COST CENTER   1 - CAM-MALL SHOPS
PRO RATA SHARE RECOVERY OF EXPENSES CAM1
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE MLOA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSES
WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

CAM-15% EXT. ONLY, REFERRED TO AS CAM2
DESCRIBED AS CAM - 15% EXTERIOR DEDUCT OVER LOA (USED FOR CODES C & J)
ASSIGNED TO COST CENTER   1 - CAM-MALL SHOPS
PRO RATA SHARE RECOVERY OF EXPENSES CAM2
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE MLOA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSES
WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

CAM-15% NO DUCT, REFERRED TO AS CAM3
DESCRIBED AS CAM - 15% NO DEDUCT OVER LOA (USED FOR MGT'S CODE F)
ASSIGNED TO COST CENTER   1 - CALL-MALL SHOPS
PRO RATA SHARE RECOVERY OF EXPENSES CAM3
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE MLOA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSES
WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

CAM-18% FULL DEDUC, REFERRED TO AS CAM4
DESCRIBED AS CAM - 18% FULL DEDUCT OVER LOA (USED FOR MGT'S CODES D & O)
ASSIGNED TO COST CENTER    1 - CAM-MALL SHOPS
PRO RATA SHARE RECOVERY OF EXPENSES CAM4
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE MLOA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSES



<PAGE>
                                                                        PAGE 16

WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

CA-18% EXT. ONLY, REFERRED TO AS CAM5
DESCRIBED AS CAM - 18% EXTERIOR DEDUCT OVER LOA (USED FOR MGT'S CODES E & P)
ASSIGNED TO COST CENTER   1 - CAM-MALL SHOPS
PRO RATA SHARE RECOVERY OF EXPENSE CAM5
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE MLOA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHOUGHT

CAM-15% FULL DEDUC, REFERRED TO AS CAM6
DESCRIBED AS CAM - 15% DULL DEDUCT OVER LOA (USED FOR MGT'S CODES Q & R)
ASSIGNED TO COST CENTER   1 - CAM-MALL SHOPS
PRO RATA SHARE RECOVERY OF EXPENSE CAM6
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE MLOA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHOUGHT

CAM-15% FULL DEDUC, REFERRED TO AS CAM 7
DESCRIBED AS CAM - 15% DULL DEDUCT WITH 90% FLOOR (USED FOR MGT'S CODE K)
ASSIGNED TO COST CENTER   1 - CAM-MALL SHOPS
PRO RATA SHARE RECOVERY OF EXPENSE CAM1
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE 90%
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHOUGHT

CAM-15% FULL DEDUC, REFERRED TO AS CAM8
DESCRIBED AS CAM -15 % DULL DEDUCT WITH 95% FLOOR (USED FOR MGT'S CODE M)
ASSIGNED TO COST CENTER   1 - CAM-MALL SHOPS
PRO RATA SHARE RECOVERY OF EXPENSE CAM1
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE 095%
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHOUGHT

CAM-15% EXT. ONLY, REFERRED TO AS CAM9
DESCRIBED AS CAM - 15% EXTERIOR DEDUCT WITH 90% FLOOR (USED FOR MGT'S CODE L)
ASSIGNED TO COST CENTER   1 - CAM-MALL SHOPS
PRO RATA SHARE RECOVERY OF EXPENSE CAM2
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE MLOA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHOUGHT


<PAGE>
                                                                        PAGE 17

REAL ESTATE TAXES, REFERRED TO AS TAX1
ASSIGNED TO COST CENTER    4 - TAX-MALL SHOPS
PRO RATA SHARE RECOVERY OF EXPENSE PTAX
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE MLOA
CALCULATED ON AN ACCRUAL BASIS WITH CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

REAL ESTATE TAXES, REFERRED TO AS TAX2
ASSIGNED TO COST CENTER    4 - TAX-MALL SHOPS
PRO RATA SHARE RECOVERY OF EXPENSE PTAX
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE 090%
CALCULATED ON AN ACCRUAL BASIS WITH CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

REAL ESTATE TAXES, REFERRED TO AS TAX3
ASSIGNED TO COST CENTER    4 - TAX-MALL SHOPS
PRO RATA SHARE RECOVERY OF EXPENSE PTAX
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE 095%
CALCULATED ON AN ACCRUAL BASIS WITH CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

REAL ESTATE TAXES, REFERRED TO AS TAX4
ASSIGNED TO COST CENTER    4 - TAX-MALL SHOPS
PRO RATA SHARE RECOVERY OF EXPENSE PTAX
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE MGLA
CALCULATED ON AN ACCRUAL BASIS WITH CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

STD
GLOBAL GROUPING
GLOBAL RECOVERY CAM1
GLOBAL RECOVERY TAX1

TENANT PROLOGUE
- ---------------

MINIMUM RENTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNT/SQUARE FOOT/YEAR
MARKET RATES INTERPRETED AS AMOUNT/SQUARE FOOT/YEAR

SALES VOLUMES AND BREAKPOINTS:
SPECIFIED AMOUNT INTERPRETED AS AMOUNT/YEAR
MARKET RATES INTERPRETED AS AMOUNT/SQUARE FOOT/YEAR


<PAGE>


                                                                        PAGE 18

RENEWAL RENTS ARE COMPOUNDED ANNUALLY
RELETTING DOWNTIME AND EXPENSES ARE NOT CONDITIONAL ON GOING TO MARKET


REFERENCE TENANTS
- ------------------

THERE ARE A TOTAL OF 8 REFERENCE TENANT(S):

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

# 1 - MKT1
BASE LEASE DATES : 1/1996 TO 12/2005
TYPE OF TENANT:    RETAIL
SQUARE FOOTAGE:           1
PRIMARY CODE:             1 - MALL SHOP TENANTS
SECONDARY CODE:           1 - TENANTS LESS THAN 1000
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT - MARKET RATE MKT1

PERCENTAGE RENT:
INITIAL DALES - MARKET RATE SALM
THEREAFTER    - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
 STD% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY STD

COMMISSIONS : NONE

ALTERNATIONS : NONE

SPECULATIVE RENEWALS:

       LENGTH          VACANT   SQ FT       MONTHS OF
TERM   YEARS.MONTHS    MONTHS   INCREASE    FREE RENT   COMMISSIONS   ALTERATION
- ----   ------------    ------   --------    ----------  -----------   ----------
 1      10.00             2       NONE        NONE          YES          YES
 2      10.00             2       NONE        NONE          YES          YES

RENEWAL MINIMUM RENT:



<PAGE>

                                                                        PAGE 19

100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT1
MULTIPLIED BY 1.000, OR FINAL GROWING AT 0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
4.50 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALE AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM LEASE

RENEWAL RECOVERY STD

RENEWAL COMMISSIONS: MARKET RATE COMB
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS: MARKET RATE ALTN
RENEWAL PAYOUT:      CASHED OUT

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

# 2 - MKT2
BASE LEASE DATES:  1/1996 TO 12/2005
TYPE OF TENANT:    RETAIL
SQUARE FOOTAGE:         1
PRIMARY CODE:           1 - MALL SHOP TENANTS
SECONDARY CODE:         2 - TENANT 1001-2000

MINIMUM RENT:
INITIAL RENT - MARKET RATE MKT2

PERCENTAGE RENT:
INITIAL SALES - MARKET RATE SALM
THEREAFTER    - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
 STD% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY STD

COMMISSION: NONE 

<PAGE>
                                                                        PAGE 20

ALTERNATIONS: NONE

SPECULATIVE RENEWAL:

       LENGTH        VACANT  SQ FT      MONTHS OF
TERM   YEAR.MONTHS   MONTHS   INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----   -----------   -------  --------   ---------   -----------   ---------
 1        10.00          2      NONE       NONE         YES            YES
 2        10.00          2      NONE       NONE         YES            YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% FINAL EFFECTIVE RENT, MARKET RATE MKT2
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
 4.50 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY STD

RENEWAL COMMISSIONS: MARKET RATE COMB
RENEWAL PAYOUT :     CASHED OUT

RENEWAL ALTERNATIONS: MARKET RATE ALTB
RENEWAL PAYOUT:       CASHED OUT

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

# 2 - MKT2
BASE LEASE DATES:  1/1996 TO 12/2005
TYPE OF TENANT:    RETAIL
SQUARE FOOTAGE:         1
PRIMARY CODE:           1 - MALL SHOP TENANTS
SECONDARY CODE:         3 - TENANT 2001-3500

MINIMUM RENT:
INITIAL RENT - MARKET RATE MKT3

PERCENTAGE RENT:
INITIAL SALES - MARKET RATE SALM
THEREAFTER    - GROWING AT GROWTH RATE SALG

<PAGE>
                                                                        PAGE 21

WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
 STD% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY STD

COMMISSION: NONE 

ALTERNATIONS: NONE

SPECULATIVE RENEWAL:                                                          
                                                                              
       LENGTH        VACANT  SQ FT      MONTHS OF                             
TERM   YEAR.MONTHS   MONTHS   INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----   -----------   -------  --------   ---------   -----------   ---------  
 1        10.00          2      NONE       NONE         YES            YES    
 2        10.00          2      NONE       NONE         YES            YES    
                                                                              
RENEWAL MINIMUM RENT:                                                         
100.00% OF HIGHER OF 100.00% FINAL EFFECTIVE RENT, MARKET RATE MKT3           
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%                           
FROM DATE OF ESTABLISHMENT                                                    
WITH PERCENTAGE STEPS OF                                                      
 4.50 AFTER MONTH 60                                                          
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE                             
                                                                              
RENEWAL RECOVERIES:                                                           
                                                                              
GLOBAL GROUPING                                                               
GLOBAL RECOVERY STD                                                           
                                                                              
RENEWAL COMMISSIONS: MARKET RATE COMB                                         
RENEWAL PAYOUT :     CASHED OUT                                               
                                                                              
RENEWAL ALTERNATIONS: MARKET RATE ALTB                                        
RENEWAL PAYOUT:       CASHED OUT                                              

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

 #4 - MKT4
BASE LEASE DATES: 1/1996 TO 12/2005


<PAGE>
                                                                        PAGE 22

TYPE OF TENANT:    RETAIL
SQUARE FOOTAGE:         1
PRIMARY CODE:           1 - MALL SHOP TENANTS
SECONDARY CODE:         4 - TENANT 3501-5000

MINIMUM RENT:
INITIAL RENT - MARKET RATE MKT4

PERCENTAGE RENT:
INITIAL SALES - MARKET RATE SALM
THEREAFTER    - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
 STD% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY STD

COMMISSION: NONE 

ALTERNATIONS: NONE

SPECULATIVE RENEWAL:                                                          
                                                                              
       LENGTH        VACANT  SQ FT      MONTHS OF                             
TERM   YEAR.MONTHS   MONTHS   INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----   -----------   -------  --------   ---------   -----------   ---------  
 1        10.00          2      NONE       NONE         YES            YES    
 2        10.00          2      NONE       NONE         YES            YES    
                                                                              
RENEWAL MINIMUM RENT:                                                         
100.00% OF HIGHER OF 100.00% FINAL EFFECTIVE RENT, MARKET RATE MKT4           
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%                           
FROM DATE OF ESTABLISHMENT                                                    
WITH PERCENTAGE STEPS OF                                                      
 4.50 AFTER MONTH 60                                                          
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE                             

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM LEASE
                                                                              
RENEWAL RECOVERIES:                                                           
                                                                              
GLOBAL GROUPING                                                               

<PAGE>

GLOBAL RECOVERY STD                       
                                          
RENEWAL COMMISSIONS: MARKET RATE COMB     
RENEWAL PAYOUT :     CASHED OUT           
                                          
RENEWAL ALTERNATIONS: MARKET RATE ALTB    
RENEWAL PAYOUT:       CASHED OUT          

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

# 5 - MKT5
BASE LEASE DATES:  1/1996 TO 12/2005
TYPE OF TENANT:    RETAIL
SQUARE FOOTAGE:         1
PRIMARY CODE:           1 - MALL SHOP TENANTS
SECONDARY CODE:         5 - TENANT 5001-7500

MINIMUM RENT:
INITIAL RENT - MARKET RATE MKT5

PERCENTAGE RENT:
INITIAL SALES - MARKET RATE SALM
THEREAFTER    - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
 STD% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY STD

COMMISSION: NONE 

ALTERNATIONS: NONE

SPECULATIVE RENEWAL:                                                          
                                                                              
       LENGTH        VACANT  SQ FT      MONTHS OF                             
TERM   YEAR.MONTHS   MONTHS   INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----   -----------   -------  --------   ---------   -----------   ---------  
 1        10.00          2      NONE       NONE         YES            YES    
 2        10.00          2      NONE       NONE         YES            YES    
                                                                              
RENEWAL MINIMUM RENT:                                                         
100.00% OF HIGHER OF 100.00% FINAL EFFECTIVE RENT, MARKET RATE MKT5           

<PAGE>
                                                                        PAGE 24

MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%                           
FROM DATE OF ESTABLISHMENT                                                    
WITH PERCENTAGE STEPS OF                                                      
 4.50 AFTER MONTH 60                                                          
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE                             

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE               

RENEWAL RECOVERIES:                                                           
                                                                              
GLOBAL GROUPING                                                               
GLOBAL RECOVERY STD                                                           
                                                                              
RENEWAL COMMISSIONS: MARKET RATE COMB                                         
RENEWAL PAYOUT :     CASHED OUT                                               
                                                                              
RENEWAL ALTERNATIONS: MARKET RATE ALTB                                        
RENEWAL PAYOUT:       CASHED OUT                                              

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

# 6 - MKT6
BASE LEASE DATES:  1/1996 TO 12/2005
TYPE OF TENANT:    RETAIL
SQUARE FOOTAGE:         1
PRIMARY CODE:           1 - MALL SHOP TENANTS
SECONDARY CODE:         6 - TENANT tENANTS GREATER THAN 7500

MINIMUM RENT:
INITIAL RENT - MARKET RATE MKT6

PERCENTAGE RENT:
INITIAL SALES - MARKET RATE SALM
THEREAFTER    - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
 STD% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY STD

COMMISSION: NONE 




<PAGE>
                                                                        PAGE 25

ALTERNATIONS: NONE

SPECULATIVE RENEWAL:                                                          
                                                                              
       LENGTH        VACANT  SQ FT      MONTHS OF                             
TERM   YEAR.MONTHS   MONTHS   INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----   -----------   -------  --------   ---------   -----------   ---------  
 1        10.00          2      NONE       NONE         YES            YES    
 2        10.00          2      NONE       NONE         YES            YES    
                                                                              
RENEWAL MINIMUM RENT:                                                         
100.00% OF HIGHER OF 100.00% FINAL EFFECTIVE RENT, MARKET RATE MKT6          
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%                           
FROM DATE OF ESTABLISHMENT                                                    
WITH PERCENTAGE STEPS OF                                                      
 4.50 AFTER MONTH 60                                                          
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE                             

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE
                                                                              
RENEWAL RECOVERIES:                                                           
                                                                              
GLOBAL GROUPING                                                               
GLOBAL RECOVERY STD                                                           
                                                                              
RENEWAL COMMISSIONS: MARKET RATE COMB                                         
RENEWAL PAYOUT :     CASHED OUT                                               
                                                                              
RENEWAL ALTERNATIONS: MARKET RATE ALTB                                        
RENEWAL PAYOUT:       CASHED OUT                                              

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

# 7 - MKT7
BASE LEASE DATES:  1/1996 TO 12/2005
TYPE OF TENANT:    RETAIL
SQUARE FOOTAGE:         1
PRIMARY CODE:           1 - KIOSK TENANTS    
SECONDARY CODE:         9 - KIOSK TENANTS   

MINIMUM RENT:
INITIAL RENT - MARKET RATE KISK

PERCENTAGE RENT:
INITIAL SALES - MARKET RATE SALM
THEREAFTER    - GROWING AT GROWTH RATE SALG

<PAGE>
                                                                        PAGE 26

WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
 10.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES: NONE

COMMISSION: NONE 

ALTERNATIONS: NONE

SPECULATIVE RENEWAL:                                                          
                                                                              
       LENGTH        VACANT   SQ FT      MONTHS OF                             
TERM   YEAR.MONTHS   MONTHS   INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----   -----------   -------  --------   ---------   -----------   ---------  
 1        3.00          2      NONE       NONE         YES            YES    
 2        3.00          2      NONE       NONE         YES            YES    
 3        3.00          2      NONE       NONE         YES            YES    
 4        3.00          2      NONE       NONE         YES            YES    
                                                                              
RENEWAL MINIMUM RENT:                                                         
100.00% OF HIGHER OF 100.00% FINAL EFFECTIVE RENT, MARKET RATE KISK           
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%                           
FROM DATE OF ESTABLISHMENT                                                    
WITH PERCENTAGE STEPS OF                                                      
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE                             

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:                                                           
                                                                              
RENEWAL COMMISSIONS: MARKET RATE COMB                                         
RENEWAL PAYOUT :     CASHED OUT                                               
                                                                              
RENEWAL ALTERNATIONS: NONE

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

# 8 - FOOD COURT
BASE LEASE DATES:   1/1996 TO 12/2005
TYPE OF TENANT:     RETAIL
SQUARE FOOTAGE:          1
PRIMARY CODE:            2 - FOOD COURT TENANTS
SECONDARY                8 - FOOD COURT TENANTS
SUBJECT TO VACANCY ALLOWANCE


<PAGE>

                                                                        PAGE 27

MINIMUM RENT:
INITIAL RENT - MARKET RATE FOOD

PERCENTAGE RENT:
INITIAL SALES - MARKET RATE SALM
THEREAFTER    - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
 10.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

       LENGTH        VACANT   SQ FT      MONTHS OF                              
TERM   YEAR.MONTHS   MONTHS   INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS 
- ----   -----------   -------  --------   ---------   -----------   ---------   
 1        10.00          2      NONE       NONE         YES            YES     
 2        10.00          2      NONE       NONE         YES            YES     
                                                                               
RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE FOOD
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
 4.50 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL RECOVERIES: NONE

RENEWAL COMMISSIONS: MARKET RATE COMB
RENEWAL PAYPOUT:     CASHED OUT

RENEWAL ALTERATIONS : MARKET RATE ALTB
RENEWAL PAYOUT:    CASHED OUT


<PAGE>

                      THE MALL OF NEW HAMPSHIRE -- (2/98)
                            PROJECT DESIGNATOR: 8130
                               EXPIRATION REPORT
                        YEARS 1999 TO 2009, ALL TENANTS,
                     INCLUDING OPTIONS, INCLUDING RENEWALS,
                    EXCLUDING BASE LEASES AND PRIOR OPTIONS,
                     BASE RENTS INCLUDING CPI ADJUSTMENTS,
                           INCLUDING PERCENTAGE RENTS
                                3/23/98 @ 16:47




<TABLE>
<CAPTION>
                                      TERM/        BASE                   TOTAL       MARKET
      TENANT          SQUARE FT     END DATE     RENT/SF     RECV/SF     RENT/SF      RENT/SF
- ------------------   -----------   ----------   ---------   ---------   ---------   ----------
<S>                  <C>           <C>          <C>         <C>         <C>         <C>
# 64-SUITE S149A                    INITIAL
LECHTERS                2,365        4/1998        30.00       19.13       49.13        35.00
# 17-SUITE N129                     INITIAL
BROOKSTONE              3,840        1/1999        29.29       17.95       47.24        31.05
# 20-SUITE S111                     INITIAL
CASUAL CORNER           5,250        1/1999        35.00       17.95       52.95        28.46
# 7-SUITE N109                      INITIAL
AUNITE ANNE'S             418        1/1999       122.12       18.03      140.15       139.73
# 27-SUITE S149                     INITIAL
COUNTY SEAT             3,864        1/1999        27.95       17.95       45.90        31.05
# 59-SUITE S103                     INITIAL
KAY-BEE TOYS            3,772        1/1999        39.76       17.82       57.58        31.05
# 11-SUITE N121
BELDEN/SHAW'S                       INITIAL
JWLS                    1,547        1/1999        96.96       18.21      115.18        51.75
# 73-SUITE N111
MRS FIELD                           INITIAL
COOKIES                   600        1/1999       116.66       17.94      134.60       139.73
# 74-SUITE E109                     INITIAL
NASER JEWLERS           1,193        1/1999        83.82       18.01      101.82        51.75
# 78-SUITE S121                     INITIAL
NORDIC TRACK            1,232        1/1999        48.70       18.01       66.71        51.75
# 91-SUITE N113                     INITIAL
RITZ CAMERA 1 HR        1,100        1/1999        45.45       17.95       63.39        51.75
#108-SUITE E115                     INITIAL
WEATHERVANE             5,016        1/1999        30.00       18.01       48.01        28.46
</TABLE>

 
<PAGE>

                                                                          PAGE 2




<TABLE>
<CAPTION>
                                          TERM/        BASE                   TOTAL       MARKET
        TENANT            SQUARE FT     END DATE     RENT/SF     RECV/SF     RENT/SF      RENT/SF
- ----------------------   -----------   ----------   ---------   ---------   ---------   ----------
<S>                      <C>           <C>          <C>         <C>         <C>         <C>
# 69-SUITE W123                         INITIAL
LIMITED, THE                 3,633       2/1999        30.00       17.95       47.95        31.05
                             -----                    ------       -----      ------       ------
13 FY 99 EXPIRATIONS        33,830                     40.37       18.04       58.41        36.91
# 85-SUITE E111                         INITIAL
PETITE SOPHISTICAT           2,879       1/2000        43.99       18.20       62.19        37.49
                            ------                    ------       -----      ------       ------
1 FY100 EXPIRATIONS          2,879                     43.99       18.20       62.19        37.49
                            ------                    ------       -----      ------       ------
14 CUMULATIVE EXPS          36,709                     40.65       18.06       58.71        36.96
# 56-SUITE K-2                          INITIAL
INSTANT JEWEL REPR             150       4/2000       350.00        0.00      350.00       321.37
#106-SUITE E123                         INITIAL
VICTORIA'S SECRET            5,375       4/2000        30.00       18.20       48.20        29.46
# 86-SUITE K-11                         INITIAL
PIERCING PAGODA                160       4/2000       286.27        0.00      286.27       321.37
# 61-SUITE N115                         INITIAL
LADY FOOTLOCKER              1,430       1/2001        41.95       18.72       60.67        55.44
# 99-SUITE E117                         INITIAL
SUNCOAST MOTION              1,875        1/200        95.14       18.72      113.86        55.44
                            ------                    ------       -----      ------       ------
5 FY101 EXPIRATIONS          8,990                     55.39       17.76       73.15        49.07
                            ------                    ------       -----      ------       ------
19 CUMULATIVE EXPS          45,699                     43.55       18.00       61.55        39.34
# 87-SUITE K-3                          INITIAL
PLUMB GOLD                     160       8/2001       262.50        0.00      262.50       332.62
# 67-SUITE S141                         INITIAL
LIDS                           600       1/2002        70.00       19.32       89.32        80.33
</TABLE>

<PAGE>

                                                                          PAGE 3




<TABLE>
<CAPTION>
                                       TERM/        BASE                   TOTAL       MARKET
      TENANT         SQUARE FT      END DATE     RENT/SF     RECV/SF     RENT/SF      RENT/SF
- -----------------   -----------   ----------   ---------   ---------   ---------   ----------
<S>                 <C>           <C>          <C>         <C>         <C>         <C>
# 4-SUITE E121                      INITIAL
AMERICAN EAGLE          4,524        1/2002       36.28       19.31       55.59        34.43
                        -----                    ------       -----      ------       ------
3 FY102
EXPIRATIONS              5284                     46.96       18.73       65.69        48.67
                        -----                    ------       -----      ------       ------
22 CUMULATIVE
EXPS                   50,983                     43.90       18.07       61.98        40.31
# 15-SUITE W125
BOSTON TRADING                      INITIAL
CO                      8,741        1/2003       30.00       20.08       50.08        29.69
# 36-SUITE S105                     INITIAL
EYE WORLD               4,480        1/2003       41.29       20.08       61.37        35.63
# 46-SUITE W135                     INITIAL
GOLDEN NAILS              750        1/2003       60.00       20.43       80.43        83.14
# 26-SUITE S101                     INITIAL
COOKIN                  3,837        1/2003       30.00       20.08       50.09        35.63
# 58-SUITE S127                     INITIAL
KAY JEWELERS              803        1/2003      147.08       20.14      167.22        83.14
                       ------                    ------       -----      ------       ------
5 FY103
EXPIRATIONS            18,611                     38.98       20.10       59.08        36.81
                       ------                    ------       -----      ------       ------
27 CUMULATIVE
EXPS                   69,594                     42.59       18.62       61.20        39.37
# 86-SUITE K-11                   RENEWAL 1
PIERCING PAGODA           160        6/2003      321.38        0.00      321.38       356.31
# 56-SUITE K-2
INSTANT JEWEL                     RENEWAL 1
REPR                      150        6/2003      350.00        0.00      350.00       356.31
# 47-SUITE N105
GREAT                               INITIAL
EXPECTATIONS            1,150        1/2004       56.53       20.62       77.14        61.46
# 28-SUITE N101                     INITIAL
CVS                     5,335        1/2004       23.00       20.65       43.65        33.80
# 6-SUITE F115                      INITIAL
AU BON PAIN               825        1/2004       96.96       20.68      117.64       165.95
</TABLE>

<PAGE>

                                                                          PAGE 4




<TABLE>
<CAPTION>
                                       TERM/          BASE                   TOTAL       MARKET
      TENANT          SQUARE FT       END DATE      RENT/SF     RECV/SF     RENT/SF      RENT/SF
- ------------------   -----------   -------------   ---------   ---------   ---------   ----------
<S>                  <C>           <C>             <C>         <C>         <C>         <C>
# 13-SUITE N141                      INITIAL
BLAZING T'S              1,245     1/2004             48.19       20.63       68.82        61.66
6 FY104
EXPIRATIONS              8,865                        48.69       19.93       68.61        64.85
                         -----                       ------       -----      ------       ------
33 CUMULATIVE
EXPS                    78,459                        43.28       18.76       62.04        42.25
# 87-SUITE K-3                     RENEWAL 1
PLUMB GOLD                 160     10/2004           332.63        0.00      332.63       368.78
# 19-SUITE W111                      INITIAL
CANDY EXPRESS            1,057     1/2005             56.76       21.40       78.16        63.61
# 88-SUITE W113                      INITIAL
PRINTS PLUS              2,193      1.2005            37.49       21.47       58.96        44.53
# 8-SUITE N133                       INITIAL
B. DALTON                8,038     1/2005             39.00       21.41       60.41        31.81
# 93-SUITE S129
SAN FRAN MUSIC                       INITIAL
BOX                      1,048     1/2005             57.25       21.40       78.65        63.61
# 14-SUITE S131                      INITIAL
BODY SHOP, THE           1,239     1/2005             48.42       21.40       69.82        63.61
# 48-SUITE S145                      INITIAL
GRIA JN'S COFFEE           920     1/2005             65.20       21.47       86.67        89.06
# 52-SUITE W115
HAMMET'S LEARN                       INITIAL
WLD                      2,696     1/2005             33.00       21.41       54.41        44.53
                        ------                       ------       -----      ------       ------
8 FY105
EXPIRATIONS             17,351                        44.83       21.22       66.05        47.66
                        ------                       ------       -----      ------       ------
41 CUMULATIVE
EXPS                    95,810                        43.56       19.21       62.77        43.23
# 50-SUITE N127                      INITIAL
GYMBOREE                 1,256     1/2006             36.62       21.93       58.55        65.84
# 9-SUITE S147
B. DALTON                            INITIAL
SOFTWARE                 2,000     1/2006             64.99       21.93       86.92        65.84
</TABLE>

<PAGE>

                                                                          PAGE 5




<TABLE>
<CAPTION>
                                      TERM/        BASE                   TOTAL       MARKET
      TENANT          SQUARE FT     END DATE     RENT/SF     RECV/SF     RENT/SF      RENT/SF
- ------------------   -----------   ----------   ---------   ---------   ---------   ----------
<S>                  <C>           <C>          <C>         <C>         <C>         <C>
# 18-SUITE N135
CAMBRDIGE                            INITIAL
SOUNDWRK                 2,500        1/2006       35.00       21.93       56.93        46.09
#113-SUITE S143                      INITIAL
ZALES                    1,080        1/2006      138.88       21.93      160.81        65.84
                         -----                    ------       -----      ------       ------
4 FY106
EXPIRATIONS              6,836                     60.48       21.93       82.41        58.62
                         -----                    ------       -----      ------       ------
45 CUMULATIVE
EXPS                   102,646                     44.69       19.39       64.08        44.26
# 86-SUITE K-11                    RENEWAL 2
PIERCING PAGODA            160        8/2006      356.33        0.00      356.33       395.04
# 56-SUITE K-2
INSTANT JEWEL                      RENEWAL 2
REPR                       150        8/2006      356.32        0.00      356.32       395.04
# 77-SUITE N145                      INITIAL
NOAH'S                   1,477        1/2007       49.41       23.39       72.80        68.14
# 55-SUITE N147
INNOVATION                           INITIAL
LUGGAGE                  2,972        1/2007       35.34       23.39       58.73        47.70
# 31-SUITE S165                      INITIAL
DRIVN'S STYLE            2,329        1/2007       40.40       23.39       63.79        47.70
# 34-SUITE N103
ELECTNC'S                            INITIAL
BOUTIQUE                 1,150        1/2007       47.82       23.38       71.21        68.14
# 35-SUITE W155                      INITIAL
ESTN MTN SPORTS          6,945        1/2007       30.00       23.72       53.72        37.48
# 21-SUITE N131                      INITIAL
CHILDREN'S PLACE         3,825        1/2007       30.00       23.45       53.46        40.89
# S-SUITE S119                       INITIAL
ATHLETE'S FOOT           1,536        1/2007       39.06       23.39       62.45        68.14
# 10-SUITE E113
BATH & BODY                          INITIAL
WORKS                    2,723        1/2007       30.00       23.39       53.39        47.70
# 1-SUITE E153                       INITIAL
AEROSOLES                1,494        1/2007       45.00       23.39       68.39        68.14
</TABLE>

 
<PAGE>

                                                                          PAGE 6




<TABLE>
<CAPTION>
                                       TERM/        BASE                   TOTAL       MARKET
       TENANT          SQUARE FT     END DATE     RENT/SF     RECV/SF     RENT/SF      RENT/SF
- -------------------   -----------   ----------   ---------   ---------   ---------   ----------
<S>                   <C>           <C>          <C>         <C>         <C>         <C>
# 89-SUITE W121                      INITIAL
RADIO SHACK             2,2230        1/2007        31.38       23.39       54.77        47.70
# 66-SUITE S164                      INITIAL
LENSCRAFTERS             3,709        1/2007        30.00       23.39       53.39        40.89
# 49-SUITE W101                      INITIAL
GROUND ROUND             6,329        1/2007        20.54       23.39       43.93        37.48
# 96-SUITE E125                      INITIAL
SELECT COMFORT             800        1/2007        56.25       23.39       79.64        95.40
# 97-SUITE F109                      INITIAL
SPACE CENTER             2,361        1/2007        59.30       23.39       82.69        47.70
# 16-SUITE E140                      INITIAL
BRITCHES                 4,501        1/2007        27.99       23.39       51.38        40.89
#100-SUITE S125                      INITIAL
SUNLGASS HUT               489        1/2007       122.70       23.46      146.16        95.40
#102-SUITE W139
THINGS                               INITIAL
REMEMBERED               2,250        1/2007        40.40       23.39       63.79        47.70
#103-SUITE W143                      INITIAL
TRACK N' TRAIL           1,870        1/2007        35.00       23.39       58.39        68.14
# 72-SUITE W133                      INITIAL
MOTHERTIME               1,000        1/2007        45.00       22.93       67.93        95.40
# 30-SUITE N123                      INITIAL
DISNEY STORE, THE        5,246        1/2007        27.00       23.45       50.45        37.48
#110-SUITE S133                      INITIAL
WILSONS SUEDE            2,420        1/2007        23.10       63.10       47.70
#112-SUITE E135
YANKEE CANDLE                        INITIAL
CO.                      1,600        1/2007        46.87       23.39       70.26        68.14
# 54-SUITE W151                      INITIAL
ICING, THE               1,373        1/2007        38.60       23.39       61.98        68.14
                        ------                     ------       -----      ------        -----
</TABLE>

<PAGE>

                                                                          PAGE 7




<TABLE>
<CAPTION>
                                          TERM/        BASE                       TOTAL       MARKET
        TENANT            SQUARE FT     END DATE     RENT/SF       RECV/SF       RENT/SF      RENT/SF
- ----------------------   -----------   ----------   ---------   -------------   ---------   ----------
<S>                      <C>           <C>          <C>         <C>             <C>         <C>
25 FY107 EXPIRATIONS                                   36.42    23.30              39.72        50.33
70 CUMULATIVE EXPS         163,585                     41.61    20.85              62.45        46.52
# 87-SUITE K-3                         RENEWAL 2
PLUMB GOLD                     160       12/2007      381.67     0.00             381.67       423.18
# 53-SUITE W137                          INITIAL
HOT TOPIC                    1,250        1/2008       46.50    25.40              71.90        70.53
# 79-SUITE S167                          INITIAL
NORTHERN EXPERIENC            8,00        1/2008       26.13    25.40              51.54        35.26
# 80-SUITE N139                          INITIAL
OLYMPIA SPORT CTR            15,00        1/2008       17.52    25.40              42.92        35.26
# 81-SUITE E137                          INITIAL
PACIFIC SUNWEEAR             3,000        1/2008       31.36    25.40              56.76        49.37
# 82-SUITE E119                          INITIAL
PARADE OF SHOES              3,117        1/2008       31.36    25.40              56.76        49.37
# 83-SUITE N137                          INITIAL
PAUL HARRIS                  5,000        1/2008       30.00    25.40              55.40        42.32
# 84-SUITE E133                          INITIAL
PERFUMANIA                   1,200        1/2008       45.83    25.41              71.24        70.53
# 22-SUITE E127                          INITIAL
CINNABON                       821        1/2008       85.26    25.40             110.66        98.74
# 23-SUITE E131                          INITIAL
CITIZEN'S BANK               2,171        1/2008       46.06    25.47              71.53        49.37
# 38-SUITE S159                          INITIAL
FINISH LINE                  9,581        1/2008       18.00    25.40              43.40        35.26
# 39-SUITE N151                          INITIAL
FIVE-SEVEN-NINE              1,545        1/2008       31.36    25.41              56.77        70.53
# 40-SUITE W119                          INITIAL
FOOTLOCKER                   2,692        1/2008       37.15    25.40              62.55        49.37
</TABLE>

<PAGE>

                                                                          PAGE 8




<TABLE>
<CAPTION>
                                        TERM/        BASE                   TOTAL       MARKET
       TENANT           SQUARE FT     END DATE     RENT/SF     RECV/SF     RENT/SF      RENT/SF
- --------------------   -----------   ----------   ---------   ---------   ---------   ----------
<S>                    <C>           <C>          <C>         <C>         <C>         <C>
# 41-SUITE N149                       INITIAL
G&GRAVE                   1,993        1/2008        33.99       25.40       59.39       70.53
# 42-SUITE S157                       INITIAL
GADZOOKS                  1,799        1/2008        40.00       25.40       65.40       70.53
# 60-SUITE S113                       INITIAL
KIDS FOOTLOCKER           2,050        1/2008        35.00       25.40       60.40       49.37
# 44-SUITE E139                       INITIAL
GARDEN BOTANIKA           1,629        1/2008        42.00       25.40       67.40       70.53
# 90-SUITE S109                       INITIAL
RECORD TOWN               6,926        1/2008        36.59       25.40       61.99       38.79
# 45-SUITE W117                       INITIAL
GNC LIVE WELL             2,670        1/2008        45.00       25.40       70.40       49.37
# 65-SUITE W141                       INITIAL
LECHTERS                  2,950        1/2008        36.59       25.40       61.99       49.37
# 29-SUITE F101                       INITIAL
DAIRY TREATS                540        1/2008        92.60        0.00       92.60      190.43
# 3-SUITE W153                        INITIAL
ALDO                      1,575        1/2008        38.09       25.40       63.49       70.53
# 98-SUITE E138                       INITIAL
SPENCER GIFTS             1,977        1/2008        40.00       25.40       65.40       70.53
# 68-SUITE E141                       INITIAL
LIMITED EXPRESS           6,172        1/2008        30.00       25.00       55.00       38.79
# 25-SUITE N117                       INITIAL
CONTEMPO CASUALS          4,103        1/2008        31.36       25.40       56.76       42.32
#101-SUITE N155                       INITIAL
SUNGLASS NUT SPORT          735        1/2008        74.82       25.40      100.23        98.7%
# 71-SUITE F111                       INITIAL
MCDONALD'S                  750        1/2008       130.43       23.74      154.18      190.43
# 32-SUITE W150                       INITIAL
EASY SPIRIT               1,411        1/2008        32.00       25.25      57..25       70.53
</TABLE>

<PAGE>

                                                                          PAGE 9




<TABLE>
<CAPTION>
                                           TERM/         BASE                    TOTAL        MARKET
        TENANT            SQUARE FT      END DATE      RENT/SF     RECV/SF      RENT/SF       RENT/SF
- ----------------------   -----------   ------------   ---------   ---------   -----------   ----------
<S>                      <C>           <C>            <C>         <C>         <C>           <C>
#104-SUITE N143                          INITIAL
TRADE SECRET                 1,245     1/2008            40.16       25.41         65.57        70.53
#105-SUITE E130                          INITIAL
TRI TRAVEL                   1,198     1/2008            31.30       25.82         57.13        70.53
# 33-SUITE W147                          INITIAL
EDDIE BAUER                  6,722     1/2008            24.00       25.40         49.40        38.79
#107-SUITE N153                          INITIAL
WATCH WORLD                    699     1/2008            64.38       25.46         89.84        98.74
# 51-SUITE E149                          INITIAL
HALLMARK/JOHN'S              3,708     1/2008            40.00       25.00         65.00        42.32
#109-SUITE E157                          INITIAL
WHITEHALL CO. JWLS             675     1/2008           103.70       25.40       1129.10        98.74
# 75-SUITE N107                          INITIAL
NEWS SHOP                    1,150     1/2008            65.22       25.75         90.97        70.53
#111-SUITE S135                          INITIAL
WORLD OF SCIENCE             2,562     1/2008            35.00       25.40         60.40        49.37
# 76-SUITE W149                          INITIAL
NINE WEST                    1,313     1/2008            31.99       25.25         57.24        70.53
# 2-SUITE N125                           INITIAL
AFTERTHOUGHTS                1,305      1.2008           45.98       25.40         71.37        70.53
# 24-SUITE S123                        RENEWAL 1
CLAIRE'S BOUTIQUE              722     3/2008            75.26       25.41        100.67        98.74
                             -----                      ------       -----       -------        -----
39 FY108 EXPIRATIONS      112,1166                       33.66       25.20         58.87        5025
                          --------                      ------       -----       -------        -----
109 CUMULATIVE
EXPS                       275,701                       38.38       22.62         61.00        48.03
# 64-SUITE S149A                       RENEWAL 1
LECHTERS                     2,365     6/2008            36.57       25.40         61.97        49.37
#120-SUITE S162                          INITIAL
VACANT IN-LINE               6,024     6/2008            31.36       25.40         56.76        38.79
</TABLE>

<PAGE>

                                                                         PAGE 10




<TABLE>
<CAPTION>
                                        TERM/        BASE                   TOTAL       MARKET
       TENANT           SQUARE FT     END DATE     RENT/SF     RECV/SF     RENT/SF      RENT/SF
- --------------------   -----------   ----------   ---------   ---------   ---------   ----------
<S>                    <C>           <C>          <C>         <C>         <C>         <C>
#117-SUITE E129                        INITIAL
VACANT IN-LINE              532         9/2008       73.15       25.42       98.57        98.74
#121-suite W127                        INITIAL
VACANT IN-LINE            4,590         9/2008       31.36       25.40       56.76        42.32
#124-SUITE F100                        INITIAL
FOOD COURT                  468         9/2008      141.08        0.00      141.08       190.43
#125-SUITE F103                        INITIAL
FOOD COURT                  928         9/2008      141.08        0.00      141.08       190.43
#122-SUITE W124                        INITIAL
VACANT IN-LINE            3,125        12/2008       36.58       25.41       61.99        51.10
#123-SUITE S163                        INITIAL
VACANT IN-LINE            3,460        12/2008       36.58       25.40       61.98        51.10
# 70 SUITE F113                        INITIAL
MASTER WOK                  750         1/2009      160.00        0.00      160.00       197.10
# 94-SUITE F107                        INITIAL
SBARO                       896         1/2009      195.31        0.00      195.31       197.10
# 62-SUITE N119                        INITIAL
LEARNING SMITH            3,627         1/2009       33.00       25.18       58.18        43.80
# 11-SUITE N121                      RENEWAL 1
BELDEN/SHAW'S JWLS        1,547         3/2009      101.32       25.19      126.51        73.00
# 59-SUITE S103                      RENEWAL 1
KAY-BEE TOYS              3,772         3/2009       41.55       25.18       66.73        43.80
# 7-SUITE N109                       RENEWAL 1
AUNTIE ANN'S                418         3/2009      146.01        0.00      146.01       197.10
# 91-SUITE N113                      RENEWAL 1
RITZ CAMERA 1 HR          1,100         3/2009       54.08       25.18       79.25        73.00
#114-SUITE S139                        INITIAL
VACANT IN-LINE            1,000         3/2009       73.15       25.19       98.34       102.20
#115-SUITE S139                        INITIAL
VACANT IN-LINE              600         3/2009       73.16       25.20       98.36       102.20
</TABLE>

<PAGE>

                                                                         PAGE 11




<TABLE>
<CAPTION>
                                          TERM/        BASE                   TOTAL        MARKET
        TENANT            SQUARE FT     END DATE     RENT/SF     RECV/SF     RENT/SF      7RENT/SF
- ----------------------   -----------   ----------   ---------   ---------   ---------   -----------
<S>                      <C>           <C>          <C>         <C>         <C>         <C>
#116-SUITE E155                          INITIAL
VACANT IN-LINE                 832        3/2009       73.15       25.18       98.34        102.20
# 78-SUITE S121                        RENEWAL 1
NORDIC TRACK                 1,232        3/2009       54.08       25.18       79.26         73.00
#118-SUITE E126                          INITIAL
VACANT IN-LINE                 664        3/2009       73.16       25.17       98.33        102.20
#119-SUITE E151                          INITIAL
VACANT IN-LINE               2,431        3/2009       36.58       25.18       61.76         51.10
# 17-SUITE N129                        RENEWAL 1
BROOKSTONE                   3,840        3/2009       32.45       25.18       57.63         43.80
# 73-SUITE N111                        RENEWAL 1
MRS FIELD COOKIES              600        3/2009      146.02        0.00      146.02        197.10
# 20-SUITE S111                        RENEWAL 1
CASUAL CORNER                5,250        3/2009       36.58       25.18       61.76         40.15
# 74-SUITE E109                        RENEWAL 1
NASER JEWELERS               1,195        3/2009       87.59       25.19      112.78         73.00
#108-SUITE E115                        RENEWAL 1
WEATHERVANE                  5,016        3/2009       31.35       25.18       56.53         40.15
# 27-SUITE S149                        RENEWAL 1
COUNTY SEAT                  3,864        3/2009       32.45       25.18       57.63         43.80
#126-SUITE F105                          INITIAL
FOOD COURT                     855        3/2009      141.08        0.00      141.09        197.10
#1127-SUITE F115                         INITIAL
FOOD COURT                     725        3/2009      141.09        0.00      141.09        197.10
                             -----                    ------       -----      ------        ------
29 FY109 EXPIRATIONS        61,704                     50.90       22.95       73.86        63,54
                            ------                    ------       -----      ------        ------
138 CUMULATIVE EXPS        337,405                     40.67       22.68       63.35         50.87
</TABLE>

<PAGE>

<TABLE>
<CAPTION>


================================================================================================================
TENANT BY TENANT OCCUPANCY COST ANALYSIS
- ----------------------------------------------------------------------------------------------------------------
                                                                                                        OCCUP.
                   SQUARE      MINIMUM        OVERAGE                                      TOTAL         COST
TENANT              FEET         RENT          RENT           SALES       RECOVERIES        COST        RATIO
================================================================================================================
<S>                <C>        <C>             <C>         <C>              <C>           <C>            <C>     
AEROSOLES          1,494      $  35.00        $   --      $   373.77       $  18.83      $  53.83       14.4%   
ALDO               1,575      $  34.92        $   --      $   373.77       $  18.83      $  53.75       14.4%   
AMERICAN EAG       4,524         36.28        $   --      $   367.40       $  18.83      $  55.11       15.0%   
ATHLETE'S FO       1,536      $  39.06        $   --      $   480.78       $  18.83      $  57.89       12.0%   
AUNTIE ANNE'         418      $ 101.78        $   --      $   731.95       $  15.90      $ 117.67       16.1%   
B. DALTON          8,038      $  39.00        $   --      $   259.51       $  18.83      $  57.83       22.3%   
B. DALTON SO       2,000      $  45.83        $   --      $   561.97       $  18.83      $  64.67       11.5%   
BATH & BODY        2,723      $  30.00        $   --      $   373.77       $  18.83      $  48.83       13.1%   
BELDEN/SHAW'       1,547      $  80.80        $   --      $   901.91       $  16.08      $  96.88       10.7%   
BERTUCCI'S         4,800      $  25.00        $   --      $   373.77       $  18.83      $  43.83       11.7%   
BLAZING T'S        1,245      $  40.16        $   --      $   373.77       $  18.83      $  58.99       15.8%   
BODY SHOP, T       1,239      $  48.42        $   --      $   442.47       $  18.83      $  67.25       15.2%   
BRITCHES           4,501      $  24.99        $   --      $   208.81       $  18.83      $  43.82       21.0%   
BROOKSTONE         3,840      $  24.41        $   --      $   222.54       $  15.84      $  40.25       18.1%   
CAMBRIDGE SO       2,500      $  35.00        $   --      $   495.84       $  18.83      $  53.83       10.9%   
CANDY EXPRES       1,057      $  56.76        $   --      $   266.53       $  18.83      $  75.59       28.4%   
CASUAL CORNE       5,250      $  29.17        $   --      $    94.99       $  15.84      $  45.01       47.4%   
CHILDREN'S P       3,825      $  30.00        $   --      $   373.77       $  18.90      $  48.90       13.1%   
CINNABON             821      $  73.08        $   --      $   373.77       $  18.83      $  91.91       24.6%   
CITIZEN'S BA       2,171      $  46.06        $   --      $   373.77       $  18.90      $  64.96       17.4%   
CLAIRE'S BOU         722      $  72.02        $   --      $   664.77       $  18.83      $  90.85       13.7%   
COOKIN             3,837      $  37.57        $   --      $   667.26       $  18.83      $  56.41        8.5%   
COUNTY SEAT        3,864      $  23.29        $   --      $   142.76       $  15.84      $  39.13       27.4%   
CVS                5,335      $  23.00        $   --      $   313.11       $  18.36      $  41.36       13.2%   
DISNEY STORE       5,246      $  27.00        $   --      $   373.77       $  18.90      $  45.90       12.3%   
DRIVN'S STYLE      2,329      $  30.06        $ 0.16      $   373.77       $  18.83      $  49.05       13.1%   
EASY SPIRIT        1,411      $  30.00        $   --      $   373.77       $  18.83      $  48.83       13.1%   
EDDIE BAUER        6,722      $  24.00        $   --      $   208.81       $  18.83      $  42.83       20.5%   
ELECTNC'S BO       1,150      $  43.47        $   --      $   373.77       $  18.83      $  62.30       16.7%   
ESTN MTN SPO       6,945      $  30.00        $   --      $   373.77       $  19.11      $  49.11       13.1%   
EYE WORLD          4,480      $  41.29        $   --      $   226.19       $  18.83      $  60.12       26.6%   
FINISH LINE        9,581      $  18.00        $   --      $   208.81       $  18.83      $  36.83       17.6%   
FIVE-SEVEN-N       1,545      $  28.00        $   --      $   373.77       $  18.83      $  46.83       12.5%   
FOOTLOCKER         2,692      $  37.15        $   --      $   373.77       $  18.83      $  55.98       15.0%   
G&G/RAVE           1,993      $  30.00        $   --      $   208.81       $  18.83      $  48.83       23.4%   
GADZOOKS           1,799      $  36.00        $   --      $   373.77       $  18.83      $  54.83       14.7%   
GAP/GAPKIDS        9,913      $  33.00        $   --      $   373.77       $  17.31      $  50.31       13.5%   
GARDEN BOTAN       1,629      $  38.00        $   --      $   373.77       $  18.83      $  56.83       15.2%   
GNC LIVE WEL       2,670      $  45.00        $   --      $   187.44       $  18.83      $  63.83       34.1%   
GOLDEN NAILS         750      $  60.00        $   --      $   373.77       $  19.18      $  79.18       21.2%   
GREAT EXPECT       1,150      $  56.52        $   --      $   373.77       $  18.83      $  75.35       20.2%   
GRIA JN'S CO         920      $  59.78        $   --      $   604.78       $  18.90      $  78.68       13.0%   
GROUND ROUND       6,329      $  17.38        $   --      $   259.27       $  18.83      $  36.21       14.0%   
GYMBOREE           1,256      $  36.62        $   --      $   504.52       $  18.83      $  55.45       11.0%   
HALLMARK/JOH       3,708      $  35.00        $   --      $   208.81       $  18.83      $  53.83       25.8%   
HAMMET'S LEA       2,696      $  27.00        $   --      $   373.77       $  18.83      $  45.83       12.3%   
HOT TOPIC          1,250      $  45.00        $   --      $   373.77       $  18.83      $  63.83       17.1%   
ICING, THE         1,373      $  38.60        $   --      $   373.77       $  18.83      $  57.43       15.4%   
INNOVATION L       2,972      $  27.00        $   --      $   373.77       $  18.83      $  45.83       12.3%   
KAY JEWELERS         803      $ 112.07        $35.01      $ 2,101.16       $  18.90      $ 165.98        7.9%   
KAY-BEE TOYS       3,772      $  33.13        $   --      $   311.72       $  15.32      $  48.46       15.5%   
================================================================================================================
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
==================================================================================================
TENANT BY TENANT OCCUPANCY COST ANALYSIS
- --------------------------------------------------------------------------------------------------
                                                                                           Occup.
                  Square     Minimum      Overage                               Total      Cost
Tenant             Feet        Rent         Rent        Sales     Recoveries     Cost      Ratio
==================================================================================================
<S>                <C>       <C>           <C>         <C>          <C>        <C>         <C>  
LADY FOOTLOC       1,430     $ 41.95       $    -      $401.12      $18.83     $ 60.78     15.2%
LECHTERS           2,950     $ 27.00       $    -      $373.77      $18.83     $ 45.83     12.3%
LENSCRAFTERS       3,709     $ 30.00       $    -      $373.77      $18.83     $ 48.83     13.1%
LIDS                 600     $ 70.00       $    -      $628.25      $18.83     $ 88.83     14.1%
LIMITED EXPR       6,172     $ 30.00       $    -      $118.61      $18.83     $ 48.83     41.2%
LIMITED, THE       3,633     $ 27.50       $    -      $341.81      $17.34     $ 44.84     13.1%
MOTHERTIME         1,000     $ 39.99       $    -      $331.04      $17.85     $ 57.84     17.5%
MRS FIELD CO         600     $ 97.22       $    -      $338.35      $15.84     $113.06     33.4%
NASER JEWELE       1,193     $ 69.85       $    -      $949.46      $15.90     $ 85.75      9.0%
NINE WEST          1,313     $ 30.00       $    -      $373.77      $18.83     $ 48.83     13.1%
NOAH'S             1,477     $ 42.00       $    -      $373.77      $18.83     $ 60.83     16.3%
NORDIC TRACK       1,232     $ 40.58       $    -      $517.28      $15.90     $ 56.48     10.9%
OLYMPIA SPOR      15,000     $ 15.00       $    -      $208.81      $18.83     $ 33.83     16.2%
PACIFIC SUNW       3,000     $ 30.00       $    -      $373.77      $18.83     $ 48.83     13.1%
PAUL HARRIS        5,000     $ 28.00       $    -      $373.77      $18.83     $ 46.83     12.5%
PERFUMANIA         1,200     $ 37.50       $    -      $373.77      $18.83     $ 56.33     15.1%
PETITE SOPHI       2,879     $ 43.99       $    -      $196.83      $18.83     $ 62.82     31.9%
PRINTS PLUS        2,193     $ 37.49       $    -      $373.77      $18.90     $ 56.39     15.1%
RADIO SHACK        2,230     $ 31.38       $    -      $373.77      $18.83     $ 50.21     13.4%
RECORD TOWN        6,926     $ 30.75       $    -      $373.77      $18.83     $ 49.58     13.3%
RITZ CAMERA        1,100     $ 37.88       $    -      $814.05      $15.84     $ 53.72      6.6%
RUBY TUESDAY       4,992     $ 24.92       $    -      $373.77      $18.83     $ 43.75     11.7%
SAN FRAN MUS       1,048     $ 57.25       $    -      $340.48      $18.83     $ 76.08     22.3%
SELECT COMFO         800     $ 56.25       $    -      $373.77      $18.83     $ 75.08     20.1%
SPENCER GIFT       1,977     $ 40.00       $    -      $373.77      $18.83     $ 58.83     15.7%
SUNCOAST MOT       1,875     $ 87.02       $    -      $521.11      $18.83     $105.85     20.3%
SUNGLASS HUT         489     $122.69       $    -      $373.77      $18.90     $141.59     37.9%
SUNGLASS HUT         735     $ 74.82       $    -      $373.77      $18.83     $ 93.65     25.1%
THINGS REMEM       2,250     $ 35.00       $    -      $373.77      $18.83     $ 53.83     14.4%
TRACK N' TRA        1870     $ 35.00       $    -      $373.77      $18.83     $ 53.83     14.4%
TRADE SECRET        1245     $ 40.16       $    -      $373.77      $18.83     $ 58.99     15.8%
TRI TRAVEL         1,198     $ 27.47       $    -      $373.77      $19.18     $ 46.65     12.5%
VICTORIA'S S       5,375     $ 30.00       $    -      $336.67      $18.83     $ 48.83     14.5%
WATCH WORLD          699     $ 57.22       $    -      $373.77      $18.90     $ 76.12     20.4%
WEATHERVANE        5,016     $ 25.00       $    -      $169.55      $15.90     $ 40.90     24.1%
WHITEHALL CO         675     $103.70       $    -      $208.81      $18.83     $122.53     58.7%
WILSONS SUED       2,420     $ 35.83       $    -      $392.88      $18.29     $ 54.12     13.8%
WORLD OF SCI       2,562     $ 30.00       $    -      $373.77      $18.83     $ 48.83     13.1%
YANKEE CANDL       1,600     $ 35.41       $    -      $373.77      $18.83     $ 54.24     14.5%
ZALES              1,080     $138.88       $    -      $373.77      $18.83     $157.71     42.2%
==================================================================================================
Note: Projected Average Mall Sales were utilized for tenant without a historical sales performance
==================================================================================================
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
==================================================================================================================================
INCOME & EXPENSE GROWTH CHART
THE MALL OF NEW HAMPSHIRE                                                                                                         
Cushman & Wakefield, Inc.              1999          2000          2001          2002          2003          2004           2005  
                                       ----          ----          ----          ----          ----          ----           ----  
==================================================================================================================================
<S>                             <C>           <C>           <C>           <C>           <C>           <C>            <C>          
   Minimum Rent:                $10,690,699   $12,060,845   $12,071,468   $12,165,448   $12,167,104   $12,396,924    $12,604,310  
   Effective Gross Income:      $16,153,870   $17,621,441   $17,737,508   $18,022,074   $18,202,815   $18,675,617    $19,040,138  
   Operating Expenses:             $520,275      $538,317      $556,985      $576,302      $596,290      $616,972       $638,372  
   Net Operating Income:        $11,020,433   $12,266,583   $12,204,773   $12,302,917   $12,291,278   $12,556,763    $12,706,151  
==================================================================================================================================
</TABLE>

<TABLE>
<CAPTION>
==========================================================================================================
INCOME & EXPENSE GROWTH CHART
THE MALL OF NEW HAMPSHIRE                                                                  CAGR      CAGR
Cushman & Wakefield, Inc.              2006          2007          2008          2009   1999-08   2001-08
                                       ----          ----          ----          ----   -------   -------
==========================================================================================================
<S>                             <C>           <C>           <C>           <C>              <C>       <C> 
   Minimum Rent:                $12,811,222   $12,600,899   $13,303,699   $15,841,159      2.5%      1.4%
   Effective Gross Income:      $19,526,455   $19,403,013   $20,333,813   $23,439,865      2.6%      2.0%
   Operating Expenses:             $660,515      $683,426      $707,134      $731,665      3.5%      3.5%
   Net Operating Income:        $12,974,583   $12,629,658   $13,275,724   $16,046,640      2.1%      1.2%
==========================================================================================================
</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 CHART DEPICTING INCOME AND EXPENSE GROWTH]

<PAGE>

<TABLE>
<CAPTION>
==================================================================================================================================
SENSITIVITY ANALYSIS  ("As Is" Analysis)
The Mall of New Hampshire                       1              2               3              4               5              6    
Cushman & Wakefield, Inc.                    1999           2000            2001           2002            2003           2004    
==================================================================================================================================
<S>                                      <C>            <C>             <C>            <C>             <C>            <C>         
Effective Gross Income:                  $17,007,119    $17,802,614     $18,029,078    $18,311,124     $18,558,540    $19,032,130 
Operating Expenses:                         $520,275       $538,317        $556,985       $576,302        $596,290       $616,972 
Net Operating Income:                    $11,837,534    $12,452,601     $12,498,809    $12,595,697     $12,643,319    $12,911,463 
Net Cash Flow:                           $11,052,925    $12,292,679     $12,390,717    $12,461,889     $12,385,861    $12,724,825 
PROPERTY VALUE:                         $145,600,000                                                                              
                                 
                                                                                                                                  
                                 
                                                                                                                                  
                                 
Net Sales Price:                        $143,571,164   $144,103,916    $145,220,977   $145,770,031    $148,861,573   $150,436,122 
Net Cash Flow:                           $11,052,925    $12,292,679     $12,390,717    $12,461,889     $12,385,861    $12,724,825 
                                                                                                                                  
   - NOI Return:                               8.13%          8.55%           8.58%          8.65%           8.68%          8.87% 
   - Cash-On-Cash Return:                      7.59%          8.44%           8.51%          8.56%           8.51%          8.74% 
                                 
                                 
DISCOUNTED INCOME STREAM                                                                                                          
                                                                                                                                  
Discounted Sales Price:                 $130,223,278   $118,554,648    $108,366,129    $98,662,895     $91,388,093    $83,768,462 
Discounted Cash Flow:                    $10,025,329    $10,113,217      $9,246,144     $8,434,697      $7,603,844     $7,085,659 
                                                                                                                                  
Net Present Value:                      $140,248,607   $138,693,194    $137,750,819   $136,482,282    $136,811,324   $136,277,352 
                                 
                                                                                                                                  
</TABLE>



<TABLE>
<CAPTION>
===================================================================================================================================
SENSITIVITY ANALYSIS ("As Is" Analysis)
The Mall of New Hampshire                       7             8             9            10           11         CAGR        CAGR
Cushman & Wakefield, Inc.                    2005          2006          2007          2008         2009        1999-08     2001-08
===================================================================================================================================
<S>                                      <C>           <C>           <C>           <C>          <C>          <C>              <C> 
Effective Gross Income:                  $19,381,755   $19,822,101   $20,290,353   $21,808,446  $23,672,959       2.8%        2.8%
Operating Expenses:                         $638,372      $660,515      $683,426      $707,134     $731,665       3.5%        3.5%
Net Operating Income:                    $13,048,031   $13,264,811   $13,462,561   $14,678,867  $16,245,281       2.4%        2.3%
Net Cash Flow:                           $12,740,763   $13,088,308   $12,520,335   $13,022,953                    1.8%        0.7%
PROPERTY VALUE:                                                                   $187,298,534                    2.8%      
                                                                                                                          
                                                                                                             ----------------------
NET SALES PRICE:                        $152,935,468  $155,215,409  $169,238,702  $187,298,534               AVERAGE RETURNS
NET CASH FLOW:                           $12,740,763   $13,088,308   $12,520,335   $13,022,953               OVER HOLDING PERIOD
                                                                                                             ---------------------- 
   - NOI Return:                               8.96%         9.11%         9.25%        10.08%               NOI              8.9%
   - Cash-On-Cash Return:                      8.75%         8.99%         8.60%         8.94%               Cash             8.6%
                                 
                                 
DISCOUNTED INCOME STREAM                                                                                     YIELD COMPOSITION
                                                                                                             ----------------------
Discounted Sales Price:                  $77,242,804   $71,105,967   $70,322,176   $70,590,848               Reversion       48.5%
Discounted Cash Flow:                     $6,434,951    $5,995,905    $5,202,458    $4,908,214               Cash Flow       51.5%
                                                                                                             ---------      -----
Net Present Value:                      $136,186,645  $136,045,713  $140,464,380  $145,641,265               Total Value    100.0%
                                                                                                             ----------------------
</TABLE>


<TABLE>
<CAPTION>
===============================================================================================
ASSUMPTIONS & CONCLUSIONS
- -----------------------------------------------------------------------------------------------
VALUE RANGE:                                          LOW            HIGH        CONCLUSION
DISCOUNT RATE:                                       10.75%         10.00%         10.25%
TERMINAL CAP RATE:                                   8.75%          8.00%           8.50%
===============================================================================================
<S>                                                <C>            <C>             <C>         
Value Range/Conclusion:                            $138,979,882   $152,601,295    $145,600,000
- -----------------------------------------------------------------------------------------------
   - Going-In Cap Rate:                                   8.52%          7.76%           8.13%
- -----------------------------------------------------------------------------------------------
   - Price/sf Owned GLA:                                $424.50        $466.11         $444.73
- -----------------------------------------------------------------------------------------------
   - Price/sf Mall Shop GLA:                            $437.39        $480.26         $458.22
===============================================================================================
</TABLE>


                               NOI VS. CASH FLOW

          [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.]

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
                    1999         2000         2001         2002         2003    
- --------------------------------------------------------------------------------
<S>             <C>          <C>          <C>          <C>          <C>         
NOI             $11,837,534  $12,452,601  $12,498,809  $12,595,697  $12,643,319 
Cash Flow       $11,052,925  $12,292,679  $12,390,717  $12,461,889  $12,385,861 
- --------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
                    2004         2005         2006         2007         2008
- -------------------------------------------------------------------------------
<S>             <C>          <C>          <C>          <C>          <C>        
NOI             $12,911,463  $13,048,031  $13,264,811  $13,462,561  $14,678,867
Cash Flow       $12,724,825  $12,740,763  $13,088,308  $12,520,335  $13,022,953
- -------------------------------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>
==============================================================================================
SALE-YIELD MATRIX
- ----------------------------------------------------------------------------------------------
 NET REVERSION      TERMINAL                           DISCOUNT RATE (IRR)
 COST OF SALE:   CAPITALIZATION   ------------------------------------------------------------          
     2.00%            RATE             10.00%          10.25%        10.50%          10.75%
==============================================================================================
<S>                   <C>          <C>             <C>            <C>             <C>         
   $199,004,692       8.00%        $152,601,295    $150,053,193   $147,561,329    $145,124,278
- ----------------------------------------------------------------------------------------------
   $192,974,247       8.25%        $150,276,297    $147,780,382   $145,339,419    $142,952,017
- ----------------------------------------------------------------------------------------------
   $187,298,534       8.50%        $148,088,064    $145,641,265   $143,248,209    $140,907,536
- ----------------------------------------------------------------------------------------------
   $181,947,147       8.75%        $146,024,873    $143,624,384   $141,276,496    $138,979,882
==============================================================================================
</TABLE>



                          NPV VS. SALES PRICE BY YEAR

          [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.]

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
                         1999          2000          2001          2002          2003   
- ----------------------------------------------------------------------------------------
<S>                 <C>           <C>           <C>           <C>           <C>         
Net Sales Price     $143,571,164  $144,103,916  $145,220,977  $145,770,031  $148,861,573
Net Present Value   $140,248,607  $138,693,194  $137,750,819  $136,482,282  $136,811,324
- ----------------------------------------------------------------------------------------
</TABLE>
                 
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
                          2004          2005          2006          2007         2008
- -----------------------------------------------------------------------------------------
<S>                  <C>           <C>           <C>           <C>           <C>         
Net Sales Price      $150,436,122  $152,935,468  $155,215,409  $169,238,702  $187,298,534
Net Present Value    $136,277,352  $136,186,645  $136,045,713  $140,464,380  $145,641,265
- -----------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
=============================================================================================================================
ANNUAL CASH FLOW REPORT ("AS STABILIZED" ANALYSIS)
THE MALL OF NEW HAMPSHIRE                                                                                                    
Cushman & Wakefield, Inc.              2000                    2001                   2002                   2003            
=============================================================================================================================
<S>                                <C>                     <C>                    <C>                    <C>                 
OPERATING INCOME
- -------------------------
     MINIMUM RENT
     Mall Shop Tenants             $10,850,613             $10,893,932            $10,949,618            $10,980,634         
     Food Court Tenants               $928,827                $928,827               $932,999               $940,924         
     Kiosk Tenants                    $123,917                $145,919               $146,398               $157,137         
                                      ---------               ---------              ---------              ---------        
     Subtotal:                     $11,903,357             $11,968,678            $12,029,015            $12,078,695         

     RECOVERIES
     CAM Recoveries                 $3,841,300              $3,894,740             $3,989,482             $4,089,377         
     TAX Recoveries                 $2,103,051              $2,163,553             $2,246,248             $2,330,800         
                                    -----------             -----------            -----------            -----------        
     SUBTOTAL:                      $5,944,351              $6,058,293             $6,235,730             $6,420,177         

     Overage Rent                      $32,334                 $36,247                $43,791                $40,496         

     GROSS RENTAL INCOME:          $17,880,042             $18,063,218            $18,308,536            $18,539,368         
     --------------------          ------------            ------------           ------------           ------------        
     Specialty Leasing                $710,500                $731,815               $753,769               $776,383         
     Miscellaneous                     $82,400                 $84,872                $87,418                $90,041         
     Vacancy/Credit Loss             ($894,002)              ($903,159)             ($915,426)             ($926,967)        
     -------------------             ----------              ----------             ----------             ----------        
     TOTAL INCOME:                 $17,778,940             $17,976,746            $18,234,297            $18,478,825         


OPERATING EXPENSES
- -------------------------
     RECOVERABLE EXPENSES
     Common Area Maintenance        $2,194,288              $2,271,088             $2,350,576             $2,432,846         
     Real Estate Taxes              $2,017,600              $2,098,304             $2,182,236             $2,269,526         
     Management Fee                   $598,515                $601,943               $604,800               $610,746         
                                      ---------               ---------              ---------              ---------        
     Subtotal-Recoverable:          $4,810,403              $4,971,335             $5,137,612             $5,313,118         

     NON-RECOVERABLE
     General & Administrative         $452,062                $467,884               $484,260               $501,209         
     Marketing Expense                 $51,750                 $53,561                $55,436                $57,376         
     Miscellaneous Expenses            $34,505                 $35,540                $36,606                $37,705         
                                       --------                --------               --------               --------        
     Subtotal-Nonrecoverable:         $538,317                $556,985               $576,302               $596,290         

     TOTAL OPERATING EXPENSES:      $5,348,720              $5,528,320             $5,713,914             $5,909,408         
     Operating Expense Ratio             30.1%                   30.8%                  31.3%                  32.0%         


NET OPERATING INCOME               $12,430,220             $12,448,426            $12,520,383            $12,569,417         

     Alterations                      $105,733                 $80,088                $49,979               $149,149         
     Commissions                       $18,960                 $18,045                $11,206                $32,462         
     Replacement Reserve               $67,794                 $70,167                $72,623                $75,165         
     -------------------               --------                --------               --------               --------        
     Subtotal:                        $192,487                $168,300               $133,808               $256,776         

NET CASH FLOW                      $12,237,733             $12,280,126            $12,386,575            $12,312,641         
=============================================================================================================================
</TABLE>

<TABLE>
<CAPTION>
==========================================================================================================================
ANNUAL CASH FLOW REPORT ("AS STABILIZED" ANALYSIS)
THE MALL OF NEW HAMPSHIRE                                                                                                 
Cushman & Wakefield, Inc.             2004                   2005                   2006                    2007          
==========================================================================================================================
<S>                               <C>                    <C>                    <C>                     <C>               
OPERATING INCOME
- -------------------------
     MINIMUM RENT
     Mall Shop Tenants            $11,185,986            $11,281,232            $11,459,212             $11,471,762       
     Food Court Tenants              $946,584             $1,008,141             $1,008,141              $1,008,141       
     Kiosk Tenants                   $145,263               $158,729               $171,524                $161,120       
                                     ---------              ---------              ---------               ---------      
     Subtotal:                    $12,277,833            $12,448,102            $12,638,877             $12,641,023       

     RECOVERIES
     CAM Recoveries                $4,218,140             $4,306,308             $4,447,131              $4,521,450       
     TAX Recoveries                $2,431,989             $2,514,605             $2,628,944              $2,685,576       
                                   -----------            -----------            -----------             -----------      
     SUBTOTAL:                     $6,650,129             $6,820,913             $7,076,075              $7,207,026       

     Overage Rent                     $32,823                $52,437                $80,577                $107,530       

     GROSS RENTAL INCOME:         $18,960,785            $19,321,452            $19,795,529             $19,955,579       
     --------------------         ------------           ------------           ------------            ------------      
     Specialty Leasing               $799,674               $823,664               $848,374                $873,825       
     Miscellaneous                    $92,742                $95,524                $98,390                $101,342       
     Vacancy/Credit Loss            ($948,038)             ($966,071)             ($989,776)              ($997,778)      
     -------------------            ----------             ----------             ----------              ----------      
     TOTAL INCOME:                $18,905,163            $19,274,569            $19,752,517             $19,932,968       


OPERATING EXPENSES
- -------------------------
     RECOVERABLE EXPENSES
     Common Area Maintenance       $2,517,996             $2,606,126             $2,697,340              $2,791,747       
     Real Estate Taxes             $2,360,307             $2,454,719             $2,552,908              $2,655,024       
     Management Fee                  $620,280               $630,500               $636,700                $662,193       
                                     ---------              ---------              ---------               ---------      
     Subtotal-Recoverable:         $5,498,583             $5,691,345             $5,886,948              $6,108,964       

     NON-RECOVERABLE
     General & Administrative        $518,752               $536,908               $555,700                $575,149       
     Marketing Expense                $59,384                $61,463                $63,614                 $65,840       
     Miscellaneous Expenses           $38,836                $40,001                $41,201                 $42,437       
                                      --------               --------               --------                --------      
     Subtotal-Nonrecoverable:        $616,972               $638,372               $660,515                $683,426       

     TOTAL OPERATING EXPENSES:     $6,115,555             $6,329,717             $6,547,463              $6,792,390       
     Operating Expense Ratio            32.3%                  32.8%                  33.1%                   34.1%    


NET OPERATING INCOME              $12,789,608            $12,944,852            $13,205,054             $13,140,578       

     Alterations                      $89,389               $185,910                $76,514                $702,351       
     Commissions                      $20,136                $40,840                $16,653                $153,622       
     Replacement Reserve              $77,795                $80,518                $83,336                 $86,253       
     -------------------              --------               --------               --------                --------      
     Subtotal:                       $187,320               $307,268               $176,503                $942,226       

NET CASH FLOW                     $12,602,288            $12,637,584            $13,028,551             $12,198,352       
==========================================================================================================================
</TABLE>

<TABLE>
<CAPTION>
===================================================================================================================================
ANNUAL CASH FLOW REPORT ("AS STABILIZED" ANALYSIS)
THE MALL OF NEW HAMPSHIRE                                                                                CAGR            CAGR
Cushman & Wakefield, Inc.            2008                   2009                   2010               2000-09            2000-09
===================================================================================================================================
<S>                              <C>                    <C>                    <C>                          <C>             <C> 
OPERATING INCOME
- -------------------------
     MINIMUM RENT
     Mall Shop Tenants           $12,425,042            $14,109,382            $15,162,512                  3.0%            3.7%
     Food Court Tenants           $1,044,579             $1,270,094             $1,514,282                  3.5%            4.5%
     Kiosk Tenants                  $175,567               $190,172               $178,795                  4.9%            3.8%
                                    ---------              ---------              ---------                 ----            ----
     Subtotal:                   $13,645,188            $15,569,648            $16,855,589                  3.0%            3.8%

     RECOVERIES
     CAM Recoveries               $4,707,349             $5,012,361             $5,176,815                  3.0%            3.3%
     TAX Recoveries               $2,790,842             $2,973,550             $3,094,689                  3.9%            4.1%
                                  -----------            -----------            -----------                 ----            ----
     SUBTOTAL:                    $7,498,191             $7,985,911             $8,271,504                  3.3%            3.6%

     Overage Rent                    $93,977                $44,935                $15,268                  3.7%            0.4%

     GROSS RENTAL INCOME:        $21,237,356            $23,600,494            $25,142,361                  3.1%            3.7%
     --------------------        ------------           ------------           ------------                 ----            ----
     Specialty Leasing              $900,040               $927,041               $954,853                  3.0%            3.0%
     Miscellaneous                  $104,382               $107,513               $110,739                    --              --
     Vacancy/Credit Loss         ($1,061,865)           ($1,180,023)           ($1,257,117)                 3.1%            3.7%
     -------------------         ------------           ------------           ------------                 ----            ----
     TOTAL INCOME:               $21,179,913            $23,455,025            $24,950,836                  3.1%            3.7%


OPERATING EXPENSES
- -------------------------
     RECOVERABLE EXPENSES
     Common Area Maintenance      $2,889,458             $2,990,589             $3,095,260                  3.5%            3.5%
     Real Estate Taxes            $2,761,225             $2,871,674             $2,986,541                  4.0%            4.0%
     Management Fee                 $733,844               $812,136               $851,719                  3.4%            4.3%
                                    ---------              ---------              ---------                 ----            ----
     Subtotal-Recoverable:        $6,384,527             $6,674,399             $6,933,520                  3.7%            3.8%

     NON-RECOVERABLE
     General & Administrative       $595,279               $616,114               $637,678                  3.5%            3.5%
     Marketing Expense               $68,145                $70,530                $72,998                  3.5%            3.5%
     Miscellaneous Expenses          $43,710                $45,021                $46,372                  3.0%            3.0%
                                     --------               --------               --------                 ----            ----
     Subtotal-Nonrecoverable:       $707,134               $731,665               $757,048                  3.5%            3.5%

     TOTAL OPERATING EXPENSES:    $7,091,661             $7,406,064             $7,690,568                  3.7%            3.8%
     Operating Expense Ratio           33.5%                  31.6%                  30.8%


NET OPERATING INCOME             $14,088,252            $16,048,961            $17,260,268                  2.9%            3.6%

     Alterations                  $1,286,272               $780,373
     Commissions                    $280,370               $169,846
     Replacement Reserve             $89,272                $92,396
     -------------------             --------               -------
     Subtotal:                    $1,655,914             $1,042,615

NET CASH FLOW                    $12,432,338            $15,006,346                                         2.3%            2.8%
===================================================================================================================================
</TABLE>

<PAGE>


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

                           CUSHMAN & WAKEFIELD, INC.
                            NATIONAL RETAIL OVERVIEW

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






























                             RETAIL VALUATION GROUP
                            Richard W. Latella, MAI
                                Senior Director
                                 August 4, 1998

<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- --------------------------------------------------------------------------------

INTRODUCTION

     Shopping centers constitute the major form of retail activity in the
United States today. Approximately 55 percent of all non-automotive retail
sales occur in shopping centers. It is estimated that consumer spending
accounts for about two-thirds of all economic activity in the United States. As
such, retail sales patterns have become an important indicator of the country's
economic health.

     The early part of the 1990s was a time of economic stagnation and
uncertainty in the country. The gradual recovery, which began as the nation
crept out of the last recession, has shown some signs of weakness as corporate
downsizing has accelerated. But as the recovery period reaches into its fifth
year and the retail environment remains volatile, speculation regarding the
nation's economic future remains. It is this uncertainty which has shaped
recent consumer spending patterns. We shall first provide a brief overview of
broad economic measures that are important in terms of long range retail sales
forecasting and general investment underwriting. This is followed by a
discussion of retail sales trends along with selected statistics of the
shopping center industry. Also included is a discussion of contemporary
industry trends, valuation issues and a brief overview of the REIT market.

PERSONAL INCOME AND CONSUMER SPENDING

     Americans' PERSONAL INCOME (total income from wages, salaries, interest,
rents and all other sources) advanced by four-tenths of a percent in December,
which helped raise income for all of 1997 by 5.8 percent. This was less than
1995 but it far outpaced the 2.5 percent growth in 1994. Data for June 1998
shows that income rose two-tenths of a percent, half of the previous month's
rise due to the GM strike.




<TABLE>
<CAPTION>
- ----------------------------------------
  PERSONAL INCOME      CONSUMER SPENDING
- --------------------   -----------------
  YEAR      %CHANGE     YEAR     %CHANGE
- --------   ---------   ------   --------
<S>        <C>         <C>      <C>
  1993         4.7     1993         5.8
  1994         2.5     1994         5.5
  1995         6.1     1995         4.8
  1996         5.6     1996         5.0
  1997         5.8     1997         5.4
- ----------------------------------------
Source:    Commerce Dept.
- ----------------------------------------

</TABLE>

     CONSUMER SPENDING is another closely watched indicator of economic
activity. The importance of consumer spending is that it represents two-thirds
of the nation's economic activity. Total consumer spending rose by 5.4 percent
in 1997, in line with the long term trend. Spending rose six-tenths of a
percent in June 1998, after increasing at an annual rate of 6 percent for the
first quarter, the most in six years.

EMPLOYMENT TRENDS

     The country's economic situation continues to generate a record number of
new jobs. Correspondingly, the nation's unemployment rate continues to decrease
from its recent peak in 1992. Selected statistics released by the Bureau of
Labor Statistics are summarized as follows:

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

                                       1
<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
                              SELECTED EMPLOYMENT STATISTICS
- ------------------------------------------------------------------------------------------
           CIVILIAN LABOR FORCE                         EMPLOYED
- -------------------------------------------   ----------------------------
                 TOTAL WORKERS                 TOTAL WORKERS                  UNEMPLOYMENT
    YEAR1            (000)        % CHANGE         (000)         % CHANGE         RATE
- -------------   --------------   ----------   ---------------   ----------   -------------
<S>              <C>             <C>          <C>               <C>          <C>
     1990          125,840            --          118,793            --            5.6
     1991          126,346            .4          117,718            -.9           6.8
     1992          128,105           1.4          118,492            .7            7.5
     1993          129,200            .9          120,259           1.5            6.9
     1994          131,056           2.4          123,060           2.3            6.1
     1995          132,304           1.0          124,900           1.5            5.6
     1996          133,943           1.2          126,708           1.4            5.4
     1997               --            --               --            --            4.9
     CAGR
  1990-1997             --          +1.05              --          +1.08           --
- ------------------------------------------------------------------------------------------
1 Year ending December 31
- ------------------------------------------------------------------------------------------
Source: Bureau of Labor Statistics U.S. Department of Labor
- ------------------------------------------------------------------------------------------
</TABLE>

     During 1996, the labor force increased by 1,639,000 or approximately 1.2
percent. Correspondingly, the level of employment increased by 1,808,000 or
1.4 percent. As such, the year end unemployment rate dropped by two-tenths of a
percent to 5.4 percent. For 1996, monthly job growth averaged 224,000. On
balance, over 10.0 million jobs have been created since the recovery began.
Preliminary data for December 1997 shows that the unemployment rate rose
slightly to 4.7 percent from 4.6 percent following job growth of 370,000. For
the year, 1997's average unemployment rate of 4.9 percent matched the lows set
in 1970 and 1973. A record 64.1 percent of the population held jobs at the end
of the year. U.S. payrolls ended the year at 123.9 million, up by 3.2 million
or 2.6 percent over 1996. For the year job growth averaged nearly 267,000 per
month. For the final quarter, job growth averaged 333,000 per month. Most
analysts are forecasting monthly job growth in the 250,000 to 275,000 range in
early 1998. A Bank of America survey of 18 leading Wall Street economists
forecast unemployment rates of 4.8 and 5.0 percent in 1998 and 1999,
respectively.

     In May 1998, the economy created 296,000 jobs. Nationally, the
unemployment rate remained unchanged at 4.3 percent.

HOUSING TRENDS

     Housing trends are an important economic measure due to the substantial
economic activity generated when a home changes hands (i.e. spending on repairs
by sellers, redecorating by buyers, fees, commissions and taxes).

     For all of 1997, a total of 1.476 million new homes and apartments were
started, barely down one-tenth of a percent from a total of 1.477 million in
1996 which was the fastest pace in eight years.

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

                                       2
<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- --------------------------------------------------------------------------------

     Approximately 800,000 new homes were sold in 1997, up 5.7 percent from
756,000 in 1996. It was the highest total since 817,000 in 1978. The median
home price of new homes sold in 1996 was $140,000, up 4.6 percent from 1995.
April 1998 data shows that new home sales rose by 5.2 percent to an annual rate
of 888,000 units, a new record. This followed a revised 3 percent increase in
February. A record low interest rates and warm weather were cited as reasons
for the increase. Builders are currently reporting a 3.8 month inventory of
unsold homes, a record low. The median price of all homes sold in 1997 (new and
existing) rose 6.2 percent over 1996 to $124,800.

     Sales of existing single family homes rose 3.1 percent for 1997 to a
record 4.22 million units from 4.09 million in 1996, a previous record. Resales
are an important measure of the housing industry's health as they account for
about 85 percent of all single family sales. Data for May 1998 shows that sales
rose by 1.0 percent to an annual rate of 4.82 million units. The median price
rose to $127,000.

     The home ownership rate seems to be rising, after remaining stagnant over
the last decade. For 1996, the share of households that own their homes was
65.4 percent, compared to 64.7 percent for a year earlier. Lower mortgage rates
are cited as a factor.

GROSS DOMESTIC PRODUCT

     The Commerce Department reports that the gross domestic product increased
by 3.8 percent in 1997, the largest growth in that measure since an identical
rate in 1988 when the Federal Reserve stimulated the economy to cushion the 
impact of the 1987 stock market crash. For the year, Americans produced an
inflation adjusted $7.19 trillion in goods and services. The fourth quarter
1997 growth rate was a brisk 4.3 percent. The annual growth was viewed as
remarkable in view of its coming in the seventh year of an economic expansion
that was also characterized by low inflation. The Fed foresees a moderation of
this trend and expects the U.S. economy will expand at a 2.0 to 2.50 percent
pace during 1998 which is in-line with White House forecasts and a pace which
is viewed as the economy's non-inflationary growth limit.

     The following chart cites the annual change in real GDP since 1990.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------
                            REAL GDP
- -----------------------------------------------------------------
                          YEAR                           % CHANGE
- ------------------------------------------------------- ---------
<S>                                                     <C>
   1990                                                    1.2
   1991                                                    -.6
   1992                                                    2.3
   1993                                                    3.1
   1994                                                    4.1
   1995*                                                   2.0
   1996                                                    2.4
   1997                                                    3.8
- -----------------------------------------------------------------
  *  Reflects new chain weighted system of measurement.
     Comparable 1994 measure would be 3.5%
- -----------------------------------------------------------------
  Source: Bureau of Economic Analysis
- -----------------------------------------------------------------
</TABLE>

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

                                       3

<PAGE>
                                                NATIONAL RETAIL MARKET OVERVIEW
- --------------------------------------------------------------------------------
     First quarter 1998 growth was reported at a robust 5.4 percent versus 3.7
percent in the final three months of 1997. This was a surprisingly powerful
performance and above most analysts' opinions.

WHOLESALE PRICES

     Soaring energy prices in December drove wholesale costs to a twelve month
high. For the year, the Producer Price Index (PPI) gained 2.8 percent. However,
excluding energy, the PPI rose just 1.4 percent in all of 1996. In 1995, the
index rose 2.3 percent. For November 1997, wholesale prices fell two-tenths of
a percent. For the twelve months ending November 1997, the index was -1.2
percent. Projections for 1997 show that most economists expect a 2.5 percent
rise and a core increase of 1.5 percent.

CONSUMER PRICES

     The Bureau of Labor Statistics has reported that consumer prices rose by
only 1.7 percent in 1997, the lowest rate since 1986 when oil prices fell
sharply.

     The following chart tracks the annual change in the CPI since 1990.

<TABLE>
<CAPTION>
      CONSUMER PRICE INDEX1
- ---------------------------------
  YEAR         CPI       % CHANGE
- --------   ----------   ---------
<S>        <C>          <C>
  1990         133.8        6.1
  1991         137.9        3.0
  1992         141.9        2.9
  1993         145.8        2.7
  1994         149.7        2.7
  1995         153.5        2.5
  1996         158.6        3.3
  1997         162.3        1.7
  1 All Urban Workers
  Source: Dept. of Labor, Bureau of Labor Statistics
</TABLE>

     Over the past eight years, inflation has exceeded 3 percent only two times
(1996 - 3.3 percent and 1990 -6.1 percent). Excluding food and energy, the 77
percent of the index known as the core index, the index rose 2.2 percent during
1997, the lowest annual figure since 1965. The corresponding rate for 1996 was
2.6 percent. Recently, a special advisory panel of prominent economists have
contended that the current method of calculating the Consumer Price Index
overstates inflation by 1.1 percentage points annually. The government is
currently reviewing the far ranging implications a change in procedure may
have.

     Based upon year end trends, most notably the economic turmoil in Asia,
some economists have begun debating the possibility of delation. For example,
the price of imported goods dropped by 4.9 percent for all of 1997; the largest
decline since the government began









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

                                       -4-
<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- --------------------------------------------------------------------------------
collecting such data in 1983. The Bank of America survey of 17 leading Wall
Street economists have forecasted inflation for 1998 of 2.2 percent. Data for
June 1998 shows that the inflation index increased at a less than expected
one-tenth of a percent as energy prices fell for the eighth time in nine
months.

OTHER INDICATORS

     The government's main economic forecasting guage, the INDEX OF LEADING
ECONOMIC INDICATORS is intended to project economic growth over the next six to
nine months. The Conference Board, an independent business group, reported that
the index was unchanged in December (1997) ending five straight months of
gains. For all of 1997, the index rose at twice its historic pace. The April
1998 rate rose one-tenth of a percent.

     The Conference Board also reported that CONSUMER CONFIDENCE rose in June
1998 to 137.6 from 136.3 in May. This was the highest level in three decades.
Consumers attitudes about the economy remain upbeat. Measures of consumer
confidence are watched closely for indications of future consumer spending.

     The EMPLOYMENT COST INDEX is a measure of overall compensation including
wages, salaries and benefits. For 1997, the index rose at an annual amount of
3.3 percent, up form 2.9 percent for both 1995 and 1996. Wages and salaries
were up 1.1 percent, the largest increase in seven and one-half years while the
cost of benefits rose nine-tenths of a percent. For the first quarter (1998)
the index was up seven-tenths of a percent.

     PRODUCTIVITY is a key element in measuring the standard of living since
increased efficiency allows businesses to increase workers compensation without
having to raise prices. Through the first 70 years of this century, non-farm
productivity rose at an annual rate of 2.2 percent. During the post war period
1947 to 1973, it was 2.8 percent. Between 1973 and 1995, a marked slowdown has
been in evidence with only a 1 percent annual rate and during the period marked
by the start of the current economic expansion in 1991, growth has averaged 1.2
percent. The Labor Department reports that the productivity of American workers
grew by 1.7 percent in 1997. This compares with 1.9 percent in 1996 and
three-tenths of a percent in 1995. Data for the first quarter of 1998 shows
that productivity slipped to an annual rate of 1.1 percent, in part because
employers hired more workers to handle an expanding workload.

     CONSUMER CREDIT The Federal Reserve said consumer credit unexpectedly
declined by $4.2 billion to a $1.231 trillion annual rate in November, the
first drop in four years. All major categories of borrowing registered declines
including credit cards, auto loans, and personal loans. Nonetheless, credit
card delinquencies and personal bankruptcies remain near record levels
indicating that consumers may be reaching a point of saturation with respect to
new debt. A record 1.34 million Americans filed for bankruptcy in 1997 despite
growing prosperity for nearly seven years of economic growth. Visa USA reports
that filings were up 19.6 percent nationwide from 1.12 million in 1996.

     Borrowing was up 6.9 percent in February 1998 to an annual rate of $1.244
trillion. The biggest component was credit card debt which rose to $3.9
billion.




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

                                      -5-
<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- --------------------------------------------------------------------------------
     SAVINGS RATE The U.S. Savings Rate is measured as that portion of
disposable income that goes into bank accounts, investments, and other forms of
savings. Americans are continuing a trend of spending faster than their
after-tax incomes grow. As a result of carrying more debt, consumers decreased
their savings to just 3.8 percent of after-tax income, the lowest rate since
1939. The savings rate was 4.3 percent in 1996. Data through June 1998 shows
that strong spending has pushed the rate to a new low.

     NEW CONSTRUCTION activity rose one-tenth of a percent in December to an
annual rate of $611.8 billion. The report showed that spending on residential
construction, which makes up nearly half the total, rose nine-tenths of a
percent. Commercial spending also increased 1.2 percent, while public spending
rose eight-tenths of a percent. For all of 1997, construction spending rose 5.6
percent versus 6.5 percent in 1996. Data through June 1998 shows spending rose
to an annual rate of $644 billion, the second highest on record.

ECONOMIC OUTLOOK

     The WEFA Group, an economic consulting company, opines that the current
state of the economy is a "central bankers" dream, with growth headed toward
the Fed's 2.5 percent target, accompanied by stable if not falling inflation.
They project that inflation will track at about 2.5 percent through 1998. Over
the longer term, inflation is expected to average 2.7 percent. This will have a
direct influence on consumption (consumer expenditures).

     Potential GDP provides an indication of the expansion of output, real
incomes, real expenditures, and the general standard of living of the
population. WEFA estimates that real U.S. GDP will grow at an average annual
rate of 2.3 percent over the next decade, and slow to about 2.1 percent by
2019.

     Consumption expenditures are primarily predicated on the growth of real
permanent income, demographic influences, and changes in relative prices over
the long term. Changes in these key variables explain much of the consumer
spending patterns of the 1970s and mid-1980s, a period during which baby
boomers were reaching the asset acquisition stages of their lives; purchasing
automobiles and other consumer and household durables. Increases in real
disposable income supported this spending spurt with an average annual increase
of 2.9 percent per year over the past twenty years. Real consumption
expenditures increased at an average annual rate of 3.1 percent during the
1970s and by an average of 4.0 percent from 1983 to 1988. WEFA projects that
consumption expenditure growth will slow as a result of slower population
growth and aging. It is also projected that the share of personal consumption
expenditures relative to GDP will decline over the next decade. Consumer
spending as a share of GDP peaked in 1993 at 68.0 percent after averaging about
63.0 percent over much of the post-war period. WEFA estimates that real
consumption expenditure growth will average 2.2 percent per year through 2005
and slows to 2.1 percent thereafter.

RETAIL SALES

     During the period 1980 through 1996, total retail sales in the United
States increased at a compound annual rate of 6.1 percent. Data for the period
1990 through 1996 shows that sales growth has slowed to an annual average of
5.0 percent. This information is summarized on the following chart.





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

                                      -6-
<PAGE>



                                                NATIONAL RETAIL MARKET OVERVIEW
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
- -------------------------------------------------------------------
                     TOTAL U.S. RETAIL SALES(1)
- -------------------------------------------------------------------
            YEAR                AMOUNT (BILLIONS)     ANNUAL CHANGE
- ----------------------------   -------------------   --------------
<S>                            <C>                   <C>
1980                                $  957,400              N/A
1985                                $1,375,027              N/A
1990                                $1,844,611              N/A
1991                                $1,855,937             .61%
1992                                $1,951,589             5.2%
1993                                $2,074,499             6.3%
1994                                $2,236,966             7.8%
1995                                $2,340,817             4.6%
1996                                $2,465,835             5.3%
1997(2)                             $2,569,400             4.2%
===================================================================
Compound Annual Growth Rate
 1980-1997                                                +6.0%
- -------------------------------------------------------------------
CAGR: 1990 - 1997                                         +4.8%
===================================================================
</TABLE>

- --------
(1)  1985 - 1995 data reflects recent revisions by the U.S. Department of
     Commerce: Combined Annual and Revised Monthly Retail Trade.

(2)  Preliminary advance estimates.

- -------------------------------------------------------------------------------
Source: Monthly Retail Trade Reports Business Division, Current Business
     Reports, Bureau of the Census, U.S. Department of Commerce.
- -------------------------------------------------------------------------------

     Retail sales rose seven-tenths of a percent during the month of December
1997. The Census Bureau of the Department of Commerce reports that advance
estimates for U.S. retail sales for 1997 were $2.569 trillion, an increase of
$103.6 billion, or 4.2 percent from 1996. This was below last year's gain and
the worst showing since 1991.

     Nationally, retail sales rose one-tenth of a percent in June 1998
following a revised 1.2 percent rise in May.

     Provided on the chart below is a summary of overall and same store sales
growth for selected national merchants for the most recent period.


















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

                                       7
<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
- -------------------------------------------------------------
         SAME STORE SALES FOR THE MONTH OF JUNE 1998
- -------------------------------------------------------------
                                 % CHANGE FROM PREVIOUS YEAR
                                -----------------------------
       NAME OF RETAILER          OVERALL     SAME STORE BASIS
- -----------------------------   ---------   -----------------
<S>                             <C>         <C>
Wal-Mart                          +17.3%           +9.0%
Kmart                              +1.7%           +1.5%
Sears, Roebuck & Company           +2.1%            +.3%
J.C. Penney                        -2.6%           -2.1%
Dayton Hudson Corporation         +10.4%           +4.6%
May Department Stores              +6.1%           +4.5%
Federated Department Stores        +2.3%           +3.4%
The Limited Inc.                     --            +1.0%
Gap Inc.                          +36.0%          +15.0%
Ann Taylor                        +19.4%           +9.0%
TJX                                +8.0%           +5.0%
Lowe's                            +21.2%           +4.9%
Circuit City                      +16.0%           +6.0%
- --------------------------------------------------------------
</TABLE>

- --------
Source: New York Times/Wall Street Journal

- -------------------------------------------------------------------------------
     Retailers reported preplexing results in June sales, following two months
of stellar sales for the entire industry.

     The Goldman Sachs same store sales index was up 4.4 percent in June
compared with 4.0 percent last year. Same store sales growth was led by
Wal-Mart (+9.0%), Circuit City (+6.0%), and The Gap (+15.0%). Discounters again
did very well such as TJX, Dollar General and Ross Stores. Department stores
which cater to lower income shoppers also did well such as Kohl's and Target
which paced Dayton Hudson to a 4.6 percent gain.

     The International Council of Shopping Centers (ICSC) publishes a MONTHLY
MALL MERCHANDISE INDEX which tracks sales by store type for more than 400
regional shopping centers. The index shows that total sales per square foot
rose by 2.9 percent to $278 per square foot in 1996. This compares to a .5
percent increase for the period 1994-1995. The following chart identifies the
most recent year-end results. The winners were shown to be Apparel and
Accessories (+4.8%) led by Men's Apparel and Shoes, while Furniture and
Furnishings suffered (-2.8%). The Home Improvement category rose an outstanding
100.0 percent to $302 per square foot.

     Retailers reported a better than expected increase in January sales,
largely as a result of major post-holiday sales and clearance promotions. Data
for December 1997 shows that consumers were enticed to the stores with strong
promotional markdowns by the nation's retailers. The selling season seemed to
come two days before Christmas and continued for the week following.












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

                                       8
<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- --------------------------------------------------------------------------------



<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
                           1997 YEAR END PERFORMANCE

                     NON-ANCHOR TENANT SALES IN U.S. MALLS
- ----------------------------------------------------------------------------------------

              STORE TYPE                 1997 (SF*)     ICSC INDEX % CHANGE FROM YE 1996
- -------------------------------------   ------------   ---------------------------------
<S>                                     <C>            <C>
GAFO CATEGORIES:
APPAREL AND ACCESSORIES
Women's Accessories and Specialties         $317                       4.3%
Women's Ready-To-Wear                        195                      -2.7%
Men's Apparel                                268                      -1.9%
Children's Apparel                           382                       5.2%
Family Apparel                               324                       2.1%
Women's Shoes                                342                        .2%
Men's Shoes                                  399                       3.4%
Family Shoes                                 291                       -.3%
Shoes Miscellaneous                          303                      -3.2%
Apparel and Accessories - Misc.             $276                      -6.5
- ----------------------------------------------------------------------------------------
SUBTOTAL                                    $265                        .8%
- ----------------------------------------------------------------------------------------
FURNITURE AND FURNISHINGS:
Home Furniture & Furnishings                $273                       -.3%
Home Entertainment & Electronics             329                       5.0%
Home Furnishings - Misc.                     275                       -.8%
- ----------------------------------------------------------------------------------------
SUBTOTAL                                    $307                       2.6%
- ----------------------------------------------------------------------------------------
OTHER GAFO:
Jewelry                                     $701                       3.8%
Stationery/Cards/Gifts/Novelty               287                       1.8%
Books                                        242                      -3.7%
Sporting Goods/Bicycles                      240                      -2.8%
Other GAFO - Misc.                           325                       1.2%
- ----------------------------------------------------------------------------------------
SUBTOTAL                                    $356                       1.3%
- ----------------------------------------------------------------------------------------
TOTAL GAFO                                  $295                       1.3%
- ----------------------------------------------------------------------------------------
NON GAFO CATEGORIES:
FOOD SERVICES
Fast Food                                   $449                       2.6%
Restaurants                                  289                        .8%
Food Services - Misc.                        416                      -7.1%
- ----------------------------------------------------------------------------------------
SUBTOTAL                                    $362                       1.7%
- ----------------------------------------------------------------------------------------
OTHER NON-GAFO CATEGORIES:
Specialty Food Stores                       $375                       4.0%
Supermarkets                                 465                       4.4%
Drug/HBA                                     317                       3.3%
Personal Services                            299                       2.8%
Automotive                                   121                      10.8%
Home Improvement                             356                      14.9%
Mall Entertainment                            76                      -2.3%
Other Non-GAFO - Misc.                       397                       3.2%
- ----------------------------------------------------------------------------------------
SUBTOTAL                                    $230                       1.8%
- ----------------------------------------------------------------------------------------
TOTAL NON-GAFO                              $278                       1.7%
- ----------------------------------------------------------------------------------------
OTHER CATEGORIES-MISCELLANEOUS              $243                       8.7%
- ----------------------------------------------------------------------------------------
Memo: GAFO & Food Service Total             $301                       1.3%
- ----------------------------------------------------------------------------------------
GRAND TOTAL                                 $291                       1.5%
- ----------------------------------------------------------------------------------------
</TABLE>

- --------
* SALES PER SQUARE FOOT DERIVED AS TOTAL NON-ANCHOR MALL SALES DIVIDED BY TOTAL
OCCUPIED SQUARE FOOTAGE.

SOURCE: ICSC - RESEARCH QUARTERLY
- --------------------------------------------------------------------------------





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

                                       9


<PAGE>


                                                NATIONAL RETAIL MARKET OVERVIEW
- --------------------------------------------------------------------------------
     The ICSC has reported the following results:



  MALL TENANT SALES

     Data through the fourth quarter of 1997 shows that sales per square foot
for non-anchor tenants rose 1.5 percent over the comparable 12 month 1996
period. Year to date GAFO sales were up 1.3 percent led by the Furniture and
Furnishings category.


  DEPARTMENT STORE SALES

     Sales in U.S. Department Stores increased by 6.4 percent in 1997 according
to the Department of Commerce. The increase was largely fueled by the strong
performance of discount department stores such as Wal-Mart, Kmart and Target.
This compares with an overall increase of 4.6 percent in 1996.

     Comparable sales for the latest 12 month period (YE 12/97) are shown
below:




<TABLE>
<CAPTION>
   DEPARTMENT STORE TYPE      YEAR OVER YEAR CHANGE
==========================   ======================
<S>                          <C>
          Discount                     5.8%
- --------------------------             ---
       National Chains                 2.1%
- --------------------------             ---
   Conventional/Full Line              4.3%
==========================             ===
</TABLE>

  FACTORY OUTLET

     The ICSC FACTORY OUTLET INDEX increased by 4.0 percent in 1997 to $220 per
square foot from $212 per square foot in 1996. The fourth quarter gain of 2.8
percent was the highest quarterly gain during the year. Data for the fourth
quarter of 1997 shows that sales rose by 3.7 percent. This increase was fueled
by a 11.3 percent sales volume growth and a 7.3 percent square footage
expansion at centers open at least one year.




<TABLE>
<CAPTION>
 PERIOD     SALES/SF      CHANGE
========   ==========   =========
<S>        <C>          <C>
  1996        $210           --
- ------        ----           --
  1996        $212          1.0%
- ------        ----          ---
  1997        $220          4.0%
======        ====          ===
</TABLE>

     The ICSC is now reporting comp or same store sales for outlet centers.
From their reporting data base, they report comp store growth of 2.8 percent
for all of 1997.


GAFO AND SHOPPING CENTER INCLINED SALES

     In a true understanding of shopping center dynamics, it is important to
focus on both GAFO sales or the broader category of Shopping Center Inclined
Sales. GAFO goods comprise the overwhelming bulk of goods and products carried
in shopping centers and department stores and consist of the following
categories:










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

                                       -10-
<PAGE>

     o  General merchandise stores including department and other stores;

     o  Apparel and accessory stores;

     o  Furniture and home furnishing stores; and

     o  Other miscellaneous shoppers goods stores.


     Shopping Center Inclined Sales are somewhat broader and include such
classifications as home improvement and grocery stores. The store types that
comprise shopping centers comprised approximately 53 percent of total retail
sales in 1995. The balance were generated by auto dealers, gas stations, food
service facilities and other miscellaneous establishments.

     Total retail sales grew by 4.6 percent in the United States in 1995 to
$2.341 trillion, an increase of $104 billion over 1994. This followed an
increase of 7.8 percent or $162 billion over 1993. Automobile dealers captured
$34 plus or minus  billion of total retail sales growth last year, while
Shopping Center Inclined Sales accounted for nearly 50.0 percent of the
increase ($50 billion). GAFO sales increased by $32.5 billion. This group was
led by department stores which posted a $14.4 billion increase in sales. The
following chart summarizes the performance for this most recent comparison
period.


                                      -11-
<PAGE>


<TABLE>
<CAPTION>
                                  RETAIL SALES BY MAJOR STORE TYPE
                                          1994-1995 ($MIL.)
- -----------------------------------------------------------------------------------------------------
                                                                             PERCENT OF     1994-1995
              STORE TYPE                      1994              1995          INCOME(1)     % CHANGE
- -------------------------------------   ---------------   ---------------   ------------   ----------
<S>                                     <C>               <C>               <C>            <C>
GAFO:
General Merchandise                       $   282,541       $   296,904                        5.1%
Apparel & Accessories                         109,603           109,962                         .3%
Furniture & Furnishings                       119,626           129,923                        8.6%
Other GAFO                                     80,533            88,029                        9.3%
- -------------------------------------     -----------       -----------                        ---
GAFO SUBTOTAL                             $   592,303       $   624,818         14.4%          5.5%
- -------------------------------------     -----------       -----------         ----           ---
CONVENIENCE STORES:
Grocery                                   $   376,330       $   389,134                        3.4%
Other Food                                     21,470            21,378                        (.4)%
- -------------------------------------     -----------       -----------                        ---
SUBTOTAL                                  $   397,800       $   410,512          9.5%          3.2%
Drug                                           81,538            84,240          2.0%          3.3%
- -------------------------------------     -----------       -----------         ----           ---
CONVENIENCE SUBTOTAL                      $   479,338       $   494,752                        3.2%
- -------------------------------------     -----------       -----------                        ---
OTHER:
Home Improvement & Building Supplies
 Stores                                   $   122,533       $   124,626          2.9%          1.7%
SHOPPING CENTER-INCLINED
SUBTOTAL                                  $ 1,194,174       $ 1,244,196         28.8%          4.2%
Automobile Dealers                            526,319           560,624                        6.5%
Gas Stations                                  142,193           148,192                        4.2%
Eating and Drinking Places                    228,351           233,606                        2.3%
All Other                                     145,929*          154,199*                       5.7%
- -------------------------------------     -----------       -----------                        ---
TOTAL RETAIL SALES                        $ 2,236,966       $ 2,340,817                        4.6%
- -------------------------------------     -----------       -----------                        ---
</TABLE>

*  ESTIMATED SALES

1  CURRENT POPULATION REPORT, PAGE 60. ESTIMATED AT 96.8 MILLION HOUSEHOLDS @
   $44,100 = 4.3 TRILLION.
===============================================================================
SOURCE: U.S. DEPARTMENT OF COMMERCE, BUREAU OF THE CENSUS AND DOUGAL M. CASEY:
VARIOUS ICSC WHITE PAPERS.
- --------------------------------------------------------------------------------


     GAFO sales grew by 5.5 percent in 1995 to $624.8 billion. From the above
it can be calculated that GAFO sales accounted for 26.7 percent of total retail
sales and nearly 50.0 percent of all shopping center-inclined sales. GAFO sales
have also risen relative to household income. In 1990 these sales represented
13.9 percent of average household income. By 1994/1995 they rose to 14.4
percent. Projections through 2000 show a continuation of this trend to 14.7
percent. On average, total sales were equal to nearly 55.0 percent of household
income in 1994.















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

                                       -12-





<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- --------------------------------------------------------------------------------


  DETERMINANTS OF RETAIL SALES GROWTH AND U.S. RETAIL SALES BY KEY STORE TYPE


<TABLE>
<CAPTION>
                                                1990               1994              2000(P)
                                          ----------------   ----------------   ----------------
<S>                                       <C>                <C>                <C>
DETERMINANTS
Population                                   248,700,000        260,000,000        276,200,000
Households                                    91,900,000         95,700,000        103,700,000
Average Household Income                   $      37,400      $      42,600      $      51,600
Total Census Money Income                     $3.4 Tril.         $4.1 Tril.         $5.4 Tril.
- ------------------------------------------------------------------------------------------------
% ALLOCATIONS OF INCOME TO SALES
GAFO Stores                                         13.9%              14.4%              14.7%
Convenience Stores                                  12.9%              11.7%              10.7%
Home Improvement Stores                              2.8%               3.0%               3.3%
Total Shopping Center-Inclined Stores               29.6%              29.1%              28.8%
Total Retail Stores                                 54.3%              54.6%              52.8%
- ------------------------------------------------------------------------------------------------
SALES ($BILLION)
GAFO Stores                                $         472      $         592      $         795
Convenience Stores                                   439                479                580
Home Improvement Stores                               95                123                180
Total Shopping Center-Inclined Stores      $       1,005      $       1,194      $       1,555
TOTAL RETAIL SALES                         $       1,845      $       2,237      $       2,850
- ------------------------------------------------------------------------------------------------
</TABLE>

- --------
Note:   Sales and income figures are for the full year; population and household
        figures are as of April 1 in each respective year. P=Projected.

Source: U.S. Census of Population, 1990; U.S. Bureau of the Census Current
        Population Reports: Consumer Income P6-168, 174, 180, 184 and 188;
        Berna Miller with Linda Jacobsen, "Household Futures", American
        Demographics, March 1995; Retail Trade sources already cited; and
        Dougal M. Casey: ICSC White Paper

     GAFO sales have risen at a compound annual rate of approximately 6.8
percent since 1991 based on the following annual change in sales.

<TABLE>
<S>           <C>
  1990/91     2.9%
  1991/92     7.0%
  1992/93     6.6%
  1993/94     7.0%
  1994/95     5.5%
</TABLE>

     According to a recent study by the ICSC, GAFO sales are expected to grow
by 5.0 percent per annum through the year 2000, which is well above the 4.1
percent growth for all retail sales. This information is presented in the
following chart.





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

                                       13
<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- --------------------------------------------------------------------------------

        RETAIL SALES FORECASTS IN THE UNITED STATES, BY MAJOR STORE TYPE

<TABLE>
<CAPTION>
                                           1994           2000(P)        PERCENT CHANGE
                                      --------------   -------------   -------------------
                                                                                  COMPOUND
             STORE TYPE                ($ BILLIONS)     ($BILLIONS)     TOTAL      ANNUAL
- -----------------------------------   --------------   -------------   -------   ---------
<S>                                   <C>              <C>             <C>       <C>
GAFO:
General Merchandise                       $  283           $  370      30.7%       4.6%
Apparel & Accessories                        110              135      22.7%       3.5%
Furniture/Home Furnishings                   120              180      50.0%       7.0%
Other Shoppers Goods                          81              110      35.8%       5.2%
- ------------------------------------------------------------------------------------------
GAFO SUBTOTAL                             $  592           $  795      34.3%       5.0%
- ------------------------------------------------------------------------------------------
CONVENIENCE GOODS:
Food Stores                               $  398           $  480      20.6%       3.2%
Drugstores                                    82              100      22.0%       3.4%
- ------------------------------------------------------------------------------------------
CONVENIENCE SUBTOTAL                      $  479           $  580      21.1%       3.2%
- ------------------------------------------------------------------------------------------
Home Improvement                             123              180      46.3%       6.6%
- ------------------------------------------------------------------------------------------
SHOPPING CENTER-INCLINED SUBTOTAL         $1,194           $1,555      30.2%       4.5%
- ------------------------------------------------------------------------------------------
All Other                                  1,043            1,295      24.2%       3.7%
- ------------------------------------------------------------------------------------------
TOTAL                                     $2,237           $2,850      27.4%       4.1%
- ------------------------------------------------------------------------------------------
</TABLE>

- --------
Note:   P = Projected. Some figures rounded.

Source: U.S. Department of Commerce, Bureau of the Census and Dougal M. Casey.

     Changes in consumer spending patterns has resulted in noticeable trends in
the way malls are merchandised. Apparel still accounts for the majority of all
mall space at 46 percent, however, it has slipped from 48.3 percent in 1990.
The largest percentage decline was in Women's Ready to Wear with a 14.8 percent
drop to 18.4 percent. The table below summarizes these trends.





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

                                       14
<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- --------------------------------------------------------------------------------

           SHARE OF TOTAL MALL SPACE BY MERCHANDISE CATEGORY, 1990-97

<TABLE>
<CAPTION>
         MERCHANDISE CATEGORY              1990         1997
- -------------------------------------   ----------   ----------
<S>                                     <C>          <C>
Women's Ready to Wear                       21.6%        18.4%
Women's Accessories and Specialties          2.7%         3.3%
Men's Apparel                                5.3%         3.3%
Children's Apparel                           0.7%         1.5%
Family Apparel                               7.3%        10.4%
Women's Shoes                                2.0%         1.3%
Men's Shoes                                  0.7%         0.4%
Family/Miscellaneous Shoes                   6.8%         7.3%
Apparel and Accessories - Misc.              1.2%         0.2%
APPAREL AND ACCESSORIES TOTAL               48.3%        46.0%
Home Furniture & Furnishings                 3.4%         4.0%
Home Entertainment & Electronics             4.2%         5.5%
HOME FURNISHINGS TOTAL                       7.6%         9.5%
Stationery/Cards/Gifts/Novelty                 *          6.2%
Books                                          *          2.5%
Sporting Goods/Bicycles                        *          2.8%
Jewelry                                      3.5%         3.4%
Other GAFO - Misc.                          15.4%         5.5%
OTHER GAFO TOTAL                            18.9%        20.3%
TOTAL GAFO                                  74.7%        75.9%
Fast Food                                    4.1%         3.8%
Restaurants                                  5.3%         4.6%
Food Services - Misc.                        0.3%         0.1%
Food Services Total                          9.6%         8.5%
Specialty Food Stores                          **         1.8%
Supermarkets                                 0.5%         0.3%
Drug/HBA                                     2.9%         1.6%
Personal Services                            3.7%         4.8%
Automotive                                   0.1%         0.1%
Home Improvement                             0.1%         0.1%
Mall Entertainment                           4.9%         5.6%
Other Non-GAFO - Misc.                         **         0.5%
OTHER NON-GAFO TOTAL                        12.3%        14.9%
Total Non-GAFO                              21.9%        23.4%
Other Miscellaneous                          3.3%         0.7%
GRAND TOTAL                                100.0%       100.0%
</TABLE>

- --------
*     Data for Stationery/Cards/Gifts/Novelty, Books, and Sporting
      Goods/Bicycles are combined into Other GAFO - Miscellaneous until 1994.

**    Not available.

     According to the ICSC White Paper: Overstoring - A Look at Retail Space
and Sales Performance; Shopping Center Inclined Sales have grown from $257
billion in 1972 to $1.244 trillion in 1995, a 7.1 percent annual growth rate.
Historical data is shown below.


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

                                       15

<PAGE>

                                                 NATIONAL RETAIL MARKET OVERVIEW
- --------------------------------------------------------------------------------
                      SHOPPING CENTER INCLINED STORE SALES

                              1972-1995 (BILLIONS)



<TABLE>
<CAPTION>
                               1972       1980       1990        1995
<S>                          <C>         <C>      <C>         <C>
  Sales                       $257       $532     $1,000      $1,244
  Compound Annual Growth
   1972-1995                   7.1%
   1972-1980                   9.5%
   1980-1990                   6.6%
   1990-1995                   4.3%
</TABLE>

Source: U.S. Bureau of The Census and ICSC White Paper: Overstoring-A Look at
        Retail Space and Sales Performance.


     From the above, we see that the most recent annual rate of growth
(1990-1995) in Shopping Center Inclined Sales of 4.3 percent has decreased to
less than half of what it was during the 1970s (9.5 percent). Projections
through December 2000 are for a compound growth rate of 4.5 percent.


     Shopping centers have stabilized their share of shopping center inclined
sales. In 1972 this share was estimated at 48 percent. Since the early 1980s,
this share has stabilized in the 72 and to 73 percent range. For example, the
estimated sales total of $894 billion of shopping center sales in 1995 was
equal to 72 percent of total inclined sales.


NON-STORE RETAILING


     In 1995, non-store retailing accounted for $69.7 billion, or 3.92 percent
of total non-automotive retail sales. Of this total, $49.7 billion was
attributed to mail/telephone order catalog retailers. The balance is comprised
of coin-operated vending machines, house-to-house canvassing, party plan (i.e.,
tupperware parties) telemarketing and other non-store venues such as home
shopping networks and electronic commerce.


                        NON-STORE AND TOTAL RETAIL SALES



<TABLE>
<CAPTION>
  YEAR      TOTAL MAIL ORDER       NON-STORE      TOTAL NON-AUTO SALES     % OF TOTAL
<S>        <C>                  <C>              <C>                      <C>
  1985     $15,848 mil.         $28,275 mil.     $1,071,828               2.64%
  1990     $26,577 mil.         $45,632 mil.     $1,457,006               3.13%
  1995     $49,710 mil.         $69,667 mil      $1,778,915               3.92%
</TABLE>

Source: Department of Commerce


     Mail order sales, currently at only 2.8 percent of total retail sales,
continue to grow. Estimates currently place on-line sales at $518.0 million or
1 percent of the mail order tally. Estimates place total on-line sales as
high as $6.6 billion by the year 2000. Since 1990, mail order sales have grown
at an annual rate of 9.9 percent which is double the average growth of
non-automotive retail sales and 1.7 times the average growth of GAFO store
sales. One measure of this growing trend is the November/December ratio of mail
order to GAF store sales. In 1990, the ratio was 5.4 percent. By 1992 it had
grown to 6.9 percent and by 1995 it was 7.6 percent.
- --------------------------------------------------------------------------------

                                       16
<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- --------------------------------------------------------------------------------
 
INDUSTRY TRENDS


     According to the NATIONAL RESEARCH BUREAU, there were a total of 42,953
shopping centers in the United States at the end of 1997. During this year, 823
new centers opened, a 1.9 percent increase over 1996 but less than the 895 that
opened in 1996. The greatest growth came in the small center category (less
than 100,000 square feet) where 431 centers were constructed. In terms of GLA
added, new construction in 1997 was up 2.5 percent resulting in an addition
of 128.9 million square feet of GLA from approximately 5.1 billion to 5.23
billion square feet.


                         CENSUS DATA: HISTORICAL TRENDS



<TABLE>
<CAPTION>
                                                                TOTAL
                              NO. OF         TOTAL              SALES
           YEAR              CENTERS          GLA             (BILLION)
<S>                        <C>         <C>               <C>
  1987                        30,641     3,722,957,095     $  602,294,426
  1988                        32,563     3,947,025,194     $  641,096,793
  1989                        34,683     4,213,931,734     $  682,752,628
  1990                        36,515     4,390,371,537     $  706,380,618
  1991                        37,975     4,563,791,215     $  716,913,157
  1992                        38,966     4,678,527,428     $  768,220,248
  1993                        39,633     4,770,760,559     $  806,645,004
  1994                        40,368     4,860,920,056     $  851,282,088
  1995                        41,235     4,967,160,331     $  893,814,776
  1996                        42,130     5,100,605,534     $  933,918,275
  1997                        42,953     5,229,490,942     $  980,026,364
  Compound Annual Growth       +3.44%            +3.46%             +4.99%



<CAPTION>
                            AVERAGE    AVERAGE     % CHANGE              %INCREASE
                            GLA PER   SALES PER    IN SALES      NEW     IN TOTAL
           YEAR              CENTER    SQ. FT.    PER SQ. FT   CENTERS    CENTERS
<S>                        <C>       <C>         <C>          <C>       <C>
  1987                     121,502    $ 161.78        2.41%     2,145       7.53%
  1988                     121,212    $ 162,43        0.40%     1,922       6.27%
  1989                     121,498    $ 162.02       -0.25%     2,120       6.51%
  1990                     120,235    $ 160.89       -0.70%     1,832       5.28%
  1991                     120,179    $ 157.09       -2.37%     1,460       4.00%
  1992                     120,067    $ 164.20        4.53%       911       2.61%
  1993                     120,373    $ 169.08        2.97%       667       1.71%
  1994                     120,415    $ 175.13        3.58%       735       1.85%
  1995                     120,460    $ 179.94        2.75%       867       2.15%
  1996                     121,068    $ 183.10        1.75%       895       2.17%
  1997                     121,749    $ 187.40        2.35%       823       1.95%
  Compound Annual Growth       N/A       +1.48%         N/A       N/A         N/A
</TABLE>

Source: National Research Bureau Shopping Center Database and Statistical Model


     From the chart we see that both total GLA and total number of centers have
increased at a compound annual rate of approximately 3.5 percent since 1987.
New construction was up 2.5 percent in 1996, a slight decrease over 1996 but
still well below the peak year 1987 when new construction increased by 7.5
percent. California was by far the most active state with 109 new centers
opening, followed by New Jersey (55), Georgia (49) and New York (42).
- --------------------------------------------------------------------------------

                                      17
<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- --------------------------------------------------------------------------------
 
     Among the 42,953 centers in 1997, the following breakdown by size is in
evidence.


                U.S. SHOPPING CENTER INVENTORY, YE DECEMBER 1997



<TABLE>
<CAPTION>
                         NUMBER OF CENTERS      SQUARE FEET (MILLIONS)
   SIZE RANGE (SF)       AMOUNT     PERCENT       AMOUNT        PERCENT
<S>                     <C>        <C>         <C>            <C>
  Under 100,000          26,928       62.7%        1,318.1        25.2%
  100,001-200,000        10,400       24.2%        1,430.9        27.4%
  200,001-400,000         3,595        8.4%          959.5        18.3%
  400,001-800,000         1,324        3.0%          736.4        14.1%
  800,001-1,000,000         316         .7%          284.8         5.4%
  over 1,000,000            390         .9%          499.7         9.6%
  TOTAL                  42,953      100.0%        5,229.5       100.0%
</TABLE>

Source: National Research Bureau (some numbers slightly rounded).


     Empirical data shows that the average GLA per capita is increasing. In
1997, the average for the nation was 19.57. This was up nearly 3.5 square feet
or 21.6 percent from 16.1 in 1988. Among states, Delaware surpassed Florida
and now has the highest GLA per capita with 29.12 square feet. South Dakota has
the lowest at 9.12 square feet. Per capital GLA for regional malls (loosely
defined as all centers in excess of 400,000 square feet) has also been rising
from 5.0 in 1988 to 5.7 in 1997. This information is presented on the following
chart.


                                 GLA PER CAPITA



<TABLE>
<CAPTION>
  YEAR      ALL CENTERS     REGIONAL MALLS*
<S>        <C>             <C>
  1988           16.1              5.0
  1989           17.0              5.2
  1990           17.7              5.3
  1991           18.1              5.3
  1992           18.3              5.5
  1993           18.5              5.5
  1994           18.7              5.4
  1995           18.9              5.5
  1996           19.2              5.6
  1997           19.6              5.7
</TABLE>

Source: International Council of Shopping Center: The Scope of The Shopping
        Center Industry and National Research Bureau

*       Centers in excess of 400,000 square feet.


     While per capital GLA has continued to increase, a key issue is that the
rate of increase has slowed. Per capita space has increased by only slightly
under 2.0 square feet during the period 1990 through 1997. This trend is
manifested in the pace of inventory increases from 165 million square feet per
year between 1972 and 1980, to 143 million square feet per year (1980-1990),
and 120 million square feet per year (1990-1997).
- --------------------------------------------------------------------------------
                                      18

<PAGE>


                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------
     Construction data also indicates that while the overall pace of shopping
center openings has eased, the pace of large store (50,000 to 200,000 square
feet) construction has more than doubled. During the more recent five year
period, big boxes have accounted for 41 percent of inventory additions.

<TABLE>
<CAPTION>
===============================================================================================
                          TRENDS IN INVENTORY GROWTH*
                                   1972-1995
- -----------------------------------------------------------------------------------------------
                                                          1972-1980     1980-1990     1990-1995
===============================================================================================
<S>                                                      <C>           <C>           <C>
       Shopping Center Space Added                           164           143           115
       Free-Standing Stores                                   36            34            79
         (50,000 - 200,000 SF)
       Total                                                 200           177           194
       Big Box Allocation of Inventory Growth                 18%           19%           41%
       * Average Annual Increase (Million Square Feet)
===============================================================================================
       Source: NRB and F.W. Dodge
 ===============================================================================================
</TABLE>

     FW Dodge reports that total construction starts increased by 20 percent in
1997 to 11,167 projects. In terms of square footage, the increase was
approximately 7.0 percent as detailed below:

<TABLE>
<CAPTION>
===============================================================================
                     NATIONWIDE RETAIL CONSTRUCTION STARTS
- -------------------------------------------------------------------------------
                                           1996                    1997
                                    STARTS     SF (000)     STARTS     SF (000)
===============================================================================
<S>                                    <C>      <C>             <C>      <C>
       Malls                           12       14,274          10       9,266
       Shopping Centers             1,158       43,259       1,199      38,673
       Free-standing Stores         2,981      120,799       3,331     127,962
       Restaurants/Convenience      2,817       15,370       2,759      17,592
       Other Retail                 2,331       29,399       3,868      45,149
       Total                        9,299      223,101      11,167     238,142
===============================================================================
</TABLE>

     The National Research Bureau reports that growth in the power center
component continues to slow. The number of centers reporting to be positioned
as power centers grew by 61 percent between 1994 and 1995. However, this rate
slowed to 31 percent in 1996 and 18 percent in 1997. During 1997, 69 "new"
power centers opened with 63 percent representing actual first time openings
and 37 percent coming from renovation, expansion or repositionings.

     In their publication, NRB/Shopping Centers Today 1997 Shopping Center
Census, the National Research Bureau reports that overall retail conditions
were good in 1997. Total shopping center sales increased 4.9 percent to $980.02
billion in 1997, up from $933.81 billion in 1996.

- --------------------------------------------------------------------------------
                                      -19-
<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
=======================================================================================================
                                     SELECTED SHOPPING CENTER STATISTICS
                                                  1990-1997
- -------------------------------------------------------------------------------------------------------
                                                                                               COMPOUND
                                                                                                ANNUAL
                                           1990          1995          1996          1997       GROWTH
=======================================================================================================
<S>                                    <C>           <C>           <C>           <C>          <C>
       Retail Sales in Shopping Centers*$  706.40     $  893.81     $  933.92     $  980.03       4.8%
       Total Leasable Area**                 4.39          4.97          5.10          5.23       2.5%
       Unit Rate                        $  160.89     $  179.94     $  183.10     $  187.40       2.2%
=======================================================================================================
       *  Billions of Dollars
       ** Billions of Square Feet
=======================================================================================================
       Source: National Research Bureau
=======================================================================================================
</TABLE>

     According to the National Research Bureau, total sales in shopping centers
have grown at a compound rate of 5.0 percent since 1987. As described,
aggregate sales were up 4.9 percent nationwide from $933.9 billion (1996) to
$980.0 billion (1997). In 1997, average sales were $187.40 per square foot, up
2.3 percent over 1996 and 2.2 percent (compound growth) over the past several
years. The biggest gain came in the super-regional category (more than 1.0
million square feet) where sales were up 3.6 percent to $214.90 per square
foot. Nonetheless, with compound sales growth lagging the growth in GLA, there
is an indication of overbuilding by this broad measure.

     The following chart tracks the change in average sales per square foot by
size category.

<TABLE>
<CAPTION>
=================================================================================================================
                                        SALES TRENDS BY SIZE CATEGORY
                                                  1993-1997
- -----------------------------------------------------------------------------------------------------------------
                                                  AVERAGE SALES PER SQUARE FOOT
                             ========================================================================
                                                                                                         COMPOUND
                                                                                                          ANNUAL
         CATEGORY                1993           1994           1995           1996           1997         GROWTH
=================================================================================================================
<S>                          <C>            <C>            <C>            <C>            <C>            <C>
 Less than 100,000 SF          $ 193.10       $ 199.70       $ 204.94       $ 209.74       $ 215.90        +2.8%
 100,001 to 200,000 SF         $ 156.18       $ 161.52       $ 166.00       $ 169.56       $ 173.98        +2.7%
 200,001 to 400,000 SF         $ 147.57       $ 151.27       $ 153.96       $ 154.07       $ 155.99        +1.4%
 400,001 to 800,000 SF         $ 157.04       $ 163.43       $ 168.21       $ 170.14       $ 172.39        +2.4%
 800,001 to 1,000,000 SF       $ 194.06       $ 203.20       $ 210.40       $ 213.93       $ 219.38        +3.1%
 More than 1,000,000 SF        $ 183.90       $ 193.13       $ 201.05       $ 207.44       $ 214.90        +4.0%
    TOTAL                      $ 169.08       $ 175.13       $ 179.94       $ 183.10       $ 187.40        +2.6%
=================================================================================================================
 Source: National Research Bureau
=================================================================================================================
</TABLE>

     Per capita retail sales were $3,667 in the United States in 1997, up 4.1
percent over $3,521 in 1996. The highest per capita sales were in Florida
($6,039) while the lowest were found in South Dakota ($1,665).

- --------------------------------------------------------------------------------
                                      -20-
<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------
     Consumers demand for value and selection have led to an unprecedented
growth of the category killer, superstore and warehouse club concepts. In its
annual industry report, Discount Store News has identified the nation's top 200
merchants. Overall, these merchants posted sales of $336.6 billion, up 7.5
percent over 1995. The chart below highlights the year-to-year performance
along with 1997 projections.

<TABLE>
<CAPTION>
=================================================================================================================
                                       SALES BY SEGMENT (IN BILLIONS $)
- -----------------------------------------------------------------------------------------------------------------
                                              1995        1996     MARKET SHARE    % CHANGE       1997 (PROJ.)
<S>                                       <C>         <C>         <C>            <C>             <C>          
 Full-Line Discount Stores(1)              $  150.9    $  162.3          48%           7.6%        $  178.5   
 Specialty Discounters(2)                      67.5        76.3          23%          13.1%            87.5   
 Warehouse Clubs                               41.1        43.5          13%           5.8%            45.9   
 Other Discount Mass                                                                                          
  Merchants(3)                                 30.8        31.8           9%           5.0%            33.4   
 Off-Price Apparel Chains                      15.8        16.9           5%           6.2%            17.9   
 Jewelry/Hard Lines Retailers                   6.9         5.9           2%         (15.0%)            5.1   
 Total Market                              $  313.0    $  336.6         100%           7.5%        $  368.5   
- -----------------------------------------------------------------------------------------------------------------  
 (1) Includes full-line discount department stores, supercenters, closeouters and single-price retailers.
 (2) Includes home, automotive, crafts, toys, office supplies, book, computer superstores, baby superstores, pet
     supplies, consumer electronics and sporting goods specialty stores.
 (3) Includes Sears, Ward, QVC, HSN and variety stores.
=================================================================================================================
 Source: DSN Research
=================================================================================================================
</TABLE>

     As can be seen, the largest segment is comprised of full line discount
stores which was up 7.6 percent to $162.3 billion, or 48 percent of all sales.
Excluding Wal-Mart, by far the industry leader, 75 retailers in the DSN top 200
posted double digit sales gains. The biggest winners were baby superstores
(+47.2%), book superstores (+35.9%), and home furnishing superstores (33.1%).
Among the supercenter categories, Wal-Mart Supercenter's $19.3 billion in
sales, up 67.7 percent over 1995, accounted for more than half of the segment's
$36.2 billion in sales.

     The Urban Land Institute, in the 1997 edition of Dollars and Cents of
Shopping Centers, reports that vacancy rates range from a low of 2.0 percent in
neighborhood centers to 14.0 percent for regional malls. Super-regional malls
reported a vacancy rate of 7.0 percent and community centers were 4.0 percent
based upon their latest survey.

MARKET SHIFTS -- CONTEMPORARY TRENDS IN THE RETAIL INDUSTRY

     The mid 1990s have continued the trend of profound changes in the retail
industry. Department stores have emerged from the troubles of late 1980s and
early 1990s to be stronger than ever. Continued consolidations in this industry
segment should continue. Specialty retailers continue to experience a shakeout
of weaker, out of favor formats while discounters gain market share. Power
centers, the growth vehicle of the last several years have reached a point of
saturation that has undermined investor's interest in this product. Outlet
centers are still struggling, however, the super-regional mega-center appears
poised to be the hot concept for the next few years.

     Some of the important recent developments in the industry can be
summarized as follows:

- -------------------------------------------------------------------------------
                                     -21-


<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- --------------------------------------------------------------------------------
DEPARTMENT STORES


     Consolidation in the department store industry segment continued, albeit
at a slower pace than seen over the last few years.

     o  SAKS FIFTH AVENUE announced (7/98) it would be acquired by Proffitt's
        Inc. for $2.1 billion. Proffitt's, based in Birmingham, Alabama,
        operates 230 department stores under the names Proffitt's, McRae's,
        Younkers, Parisian, Carson Pirie Scott, Boston Store and Bergners. The
        company had 1997 sales of $3.6 billion versus $2.3 billion for Saks.

     o  DILLARD'S INC. announced (5/98) their intent to acquire Mercantile
        Stores Company Inc. for $2.9 billion. Mercantile operates 103
        predominantly fashion apparel stores and 16 home fashion stores in 17
        states primarily south and midwest.

     o  LIBERTY HOUSE, a Honolulu based department chain, filed for bankruptcy
        in early 1998. The company operates 11 department stores and 25
        specialty stores in Hawaii and Guam.

     o  JC PENNEY announced (1/98) they would close 75 poorly performing
        stores and dismiss 4,900 employees or 2 percent of its workforce.
        Investors and analysts praised the move.

     o  VENTURE STORES, which operates 93 discount stores in nine midwestern
        states filed Chapter 11 (1/98). However, their interest to shift from a
        general merchandise discount format to an expanded assortment of home,
        family and leisure merchandise has apparently failed. In May 1998 they
        announced they will sell off their remaining 89 units to Kimco. In
        August 1997 Kimco structured a sale leaseback with Venture for 49
        stores. Kmart is expected to take up to 50 of these remaining
        leaseholds from Kimco.

     o  ROSE'S STORES -- Announced (11/97) their pending acquisition by
        Variety Wholesalers. Rose's is a North Carolina based 106 stores junior
        department store chain. The privately held Variety Wholesalers operates
        500 units in the southeast.

     o  PROFFITT'S -- Announced (11/97) they will buy CARSON PIRIE SCOTT, a
        midwest based retailer with 56 units and $1.1 billion in annual sales.
        Proffitt's acquired 38 unit PARISIAN chain for $221 million. Company
        now controls 141 stores in 19 states. They have also announced an
        agreement to acquire G.R. HERBERGER'S, a 40-unit department store chain
        based in St. Cloud, Minnesota for $153 million.

     o  BARNEYS INC. -- Remains in bankruptcy through the first half of 1998
        with no clear plan to emerge.




















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

                                       22
<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- --------------------------------------------------------------------------------

     o  MONTGOMERY WARD & CO. -- With 400 stores in 43 states filed Chapter 11
        in July 1997. They have announced the closure of 48 units which are
        being acquired by Klaff Realty LP in partnership with the Lubert-Adler
        Real Estate Opportunity Fund. Ward's reported a loss of $1.17 billion
        in 1997, nearly five times the $237 million it lost in 1996.

     o  STRAWBRIDGE & CLOTHIER -- 128 year old Philadelphia based institution
        sold 13 unit department store division to May Company. Its 27 unit
        discount CLOVER division went to Kimco which is putting Kohl's in
        several of the units, their initial foray into the East.

     o  RICH'S -- 26 unit New England based regional chain closes.

     o  Discounters are being attacked from two sides. Big Box category
        killers have rapidly expanded on one side. Alternatively, full service
        department stores have become more promotional, closing the price
        advantage gap discounters have traditionally enjoyed. For example,
        BRADLEES and CALDOR remain in bankruptcy and AMES continues to look for
        the right strategy to compete against Wal-Mart, Kmart, Target and now
        Kohl's, the latter two of which are aggressively expanding in the
        Mid-Atlantic and northeast regions. Bradlees and Caldor expect to
        emerge from Chapter 11 in 1998 and there has been some talk of a
        merger.


SPECIALTY RETAILERS

     Troubles continues for several specialty retailers as the protracted
shake-out continued with several Chapter 11 filings, downsizings, and some
cases, out-right liquidations. Among the more notable:

     o  STRAUSS DISCOUNT AUTO filed (6/98) Chapter 11 less than one month
        after a private investment group bought the chain from Merrill Lynch.
        Founded in 1919, the New Jersey based company operates 111 units in the
        mid-Atlantic region.

     o  LECHTERS announced (3/98) that it will close 60 to 70 mall based
        stores in 1998 but open 25 new units in strip centers.

     o  THE LIMITED INC. announced (2/98) that it will close all but one of
        its Henri Bendel stores, spin-off Abercrombie & Fitch to shareholders
        and close 200 of its underperforming stores in its various apparel
        divisions. This is in addition to the 200 stores it began closing in
        December. In the largest revamping since 1969, Limited expects to close
        about 10 percent of its stores.

     o  EGGHEAD SOFTWARE announced (1/98) it will close all 80 of its stores
        in the first quarter of 1998 and sell its products exclusively over the
        internet. Egghead thus becomes the first chain retailer to give up its
        store base for cyberspace sales.

















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

                                       23
<PAGE>

                                                 NATIOAL RETAIL MARKET OVERVIEW
- --------------------------------------------------------------------------------

     o  YES CLOTHING COMPANY filed for bankruptcy (1/98) under Chapter 11. The
        company had recapitalized in 1996 when the designer and co-founder of
        Guess Inc., George Marciano, acquired 80 percent of the company.

     o  WINKLEMAN'S, a division of Petrie Retail, annouonced (1/98) that they
        will liquidate the 49 store chain. Petrie has been operating under
        Chapter 11 since 10/95 and has been trying to sell the chain for some
        time. A letter of intent to purchase with Crowley, Milner & Co. was
        recently withdrawn.

     o  ONE PRICE CLOTHING STORES, announced (1/98) they will close 75
        performing stores and eliminate 6 percent of its workforce as part of a
        restructuring plan. The company has 688 units in the United States,
        Puerto Rico, and U.S. Virgin Islands.

     o  Cleveland based HOMEPLACE, a 98-unit, privately held chain, filed for
        Chapter 11 (1/98) putting their expansion plans on hold until they can
        sort out their financial situation.

     o  THE WIZ INC., the New York area based electronics retailer filed for
        bankruptcy (12/97) saying it close 17 of its 50 Nobody Beats The Wiz
        stores.

     o  BERNARD CHAUS INC., the struggling maker of Chaus women's clothing and
        Nautica Sportswear, announced (11/97) it would close 20 of its 21
        outlet stores.

     o  HOME EXPRESS will liquidate its 12 remaining housewares and linens
        stores by October 1997. The chain, which at one time had 33 units, had
        filed Chapter 11 in February 1996.

     o  LEVITZ FURNITURE INC. filed for Chapter 11 on September 5, 1997. The
        company operates 68 showrooms and 61 smaller stores in 26 states. It
        will initially close 18 stores.

     o  KMART will shed BUILDERS SQUARE for $10.0 million to Leonard Green &
        Partners who will merge it with HECHINGERS.

     o  PAYLESS CASHWAYS filed Chapter 11 in July 1997, but emerged on
        December 2, 1997.

     o  WAL-MART announces closure of 7 year old BUD'S chain in July 1997.

     o  WOOLWORTH announces closure of all remaining (400) variety stores in
        July 1997.

     o  SERVICE MERCHANDISE announces (4/97) it would close 60 of its 400
        stores.

     o  CONSOLIDATED STORES announced (3/97) it is scrapping its ALL FOR ONE
        DOLLAR chain (175 units).

     o  GROSSMANS INC., a home improvement retail chain, filed Chapter 11 in
        March 1997.



















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

                                       24

<PAGE>


                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------
           o  OSHMANS SPORTING GOODS announces closure (2/97) of 50 of its 84
              conventional stores to concentrate on its superstore concept.

           o  LINEN SUPERMARKET (80 units) liquidated in June 1997.

           o  ROSES AUTO STORES filed Chapter 11 in June 1997 and immediately
              closed all 62 stores. It then reopened 6.

           o  LURIA'S, the 99-year old apparel and hard goods chain filed
              Chapter 11 in August 1997 and is closing 11 of its 17 stores. The
              chain at one time had 50 locations throughout Florida.

           o  ALL ABOUT SPORTS filed Chapter 11 in May 1997 and immediately
              announced plans to liquidate.

           o  MCCRORY CORP. is seeking court approval to close 307 of its 461
              remaining stores and liquidate. At one time it ran 820 stores in
              1992 when it filed for protection.

           o  LIMITED will close 200 of its 4,500 units during 1997.

           o  HANDY ANDY - Regional home improvement chain closed remaining 54
              stores.

           o  HERMAN'S liquidated all of its sporting goods stores in the
              northeast (5/96).

           o  BARNEY'S - High profile New York based upscale retailer filed
              Chapter 11.

           o  MERRY-GO-ROUND liquidated and closed its remaining 560 units
              including Chess King, Dejaiz and Cignal units.

           o  JAMESWAY - Regional discount department store chain in the
              northeast liquidated.

           o  INCREDIBLE UNIVERSE - After aggressive foray into this mega store
              format (185,000 (plus or minus) square feet), TANDY closes
              division down. Tandy will also close the remaining 53 units of
              its struggling MCDUFF ELECTRONICS chain and 19 of its 108
              COMPUTER CITY units.

           o  ERNST HOME CENTERS - Board approved liquidation of 53-unit chain.

           o  KIDS MART - 144-unit childrens' apparel chain rumored to be close
              to filed Chapter 11 in January 1997 and liquidated in April 1997.

           o  SUN TELEVISION AND APPLIANCE is considering closing 9 of its 50
              stores citing losses.

           o  BEST having sold its remaining units to Shottenstein Corp. in
              November 1996, the new owner initiated a liquidation of the
              former catalog showroom.

           o  AUTOWORKS (129 units) - Less than one month after filing Chapter
              11 in July 1997, Hahn Automotive Warehouse got bankruptcy court
              permission to liquidate the inventory of its 83 unit subsidiary.

- -------------------------------------------------------------------------------
                                      -25-
<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------
           o  RICKEL HOME CENTERS - 86 unit home improvement chain filed
              Chapter 11 and announced (10/97) they will close its remaining 49
              units in New York, New Jersey, Pennsylvania, and Delaware, laying
              off 2,000 people.

           o  HOUSE OF FABRICS filed Chapter 11 and closes 86 of its 361 units.

           o  DISCOVERY ZONE - Fast expanding childrens' entertainment and
              recreation oriented concept filed Chapter 11.

           o  BEN FRANKLIN - Arts and crafts retailer filed Chapter 11 and
              subsequently ordered to liquidate.

           o  KUPPENHEIMER - Apparel retailer files Chapter 11 and plans to
              close half of its 87 units in New Jersey, New York, Pennsylvania,
              and Delaware, laying off 2,000 people.

           o  COUNTY SEAT - 740-unit apparel retailer has filed Chapter 11 and
              will close 200 units. THE WET SEAL has made a proposal to acquire
              508 of the stores.

           o  ALL FOR A DOLLAR - 111-unit close-out chain has filed Chapter 11.


SPECIALITY RETAILERS - MERGERS/ACQUISITIONS

     Mergers and consolidations among specialty retailers, drug, supermarket
and apparel categories continue. Evidence of changes among the movie business
is also a recognized trend.

           o  COMPUSA, INC. (6/98) has agreed to buy COMPUTER CITY from Tandy
              Corp. for $275 million in cash and notes. CompUSA, the nation's
              largest PC chain, operates 160 stores. Computer City has 100
              units and had sales of $1.9 billion.

           o  WOOLWORTH announced (5/98) their intention to acquire THE SPORTS
              AUTHORITY for $570 million in stock and the assumption of $179
              million in debt. Sports Authority operates 203 stores with annual
              revenues of $1.4 billion.
     

           o  ROYAL AHOLD N.V. announced (5/98) their intent to acquire Giant
              Foods Inc. in a $2.6 billion deal. Giant Foods operates 177 units
              in the Mid-Atlantic states and had 1997 revenues of $4.2 billion.

           o  CLAIRE'S STORES announced (3/98) they will buy Lux Corporation, a
              specialty unisex apparel chain for teenagers which operates 56
              units under the name Mr. Rags.

           o  STAPLES agreed (4/09) to acquire Quill Corp., a privately held
              office supplies company for $685 million in stock. Quill sells
              through mail order catalogs, the Internet, and telemarketing.

           o  CVS CORP. announced (2/98) they plan to merge with ARBOR DRUGS in
              a $1.48 billion stock-swap to create the nation's largest drug
              store company with $15 billion in revenues and 4,100 stores in 25
              states.

- -------------------------------------------------------------------------------
                                      -26-
<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------

           o  CAMELOT MUSIC emerged from bankruptcy (1/98) with a plan to
              become the nation's third largest music retailer with 305 stores
              in 34 states and annual revenue in excess of $550 million. It has
              proposed an acquisition of the 153 unit THE WALL MUSIC, INC.

           o  Philadelphia based TODAY'S MAN emerged from 23 months in Chapter
              11 (12/97) with 25 stores and plans to expand their presence in
              New York, New Jersey, Maryland and Virginia.

           o  THE WIZ, having filed for bankruptcy protection in 12/97,
              announced (1/98) they will be acquired by Cablevision Systems for
              approximately $100 million.

           o  HICKS, MUSE, TATE, AND FURST INC. and KOHLBERG, KRAVIS ROBERTS &
              CO., normally rivals, teamed up (1/98) to purchase Regal Cinemas.
              In October, KKR acquired ACT III CINEMAS and in November, Hicks,
              Muse had planned to acquire United Artists, the nation's third
              largest chain for $850.0 million and combine it with the others
              but the deal collapsed in late February.

           o  AUTO ZONE has signed (5/98) a definitive agreement to acquire
              Dallas based CHIEF AUTO PARTS which owns 556 units mostly in
              California and Texas. The price tag is $280 million including the
              assumption of $205 million in debt. In January 1998, Auto Zone
              completed its acquisition of Auto Palace (112 units) for $55
              million.

           o  RITZ CAMERA CENTERS has acquired (1/98) Seattle based Kits Camera
              Inc., the third largest independent in the country. Ritz's total
              store count grows from 670 to 810.

           o  SONY CORP. AND CINEPLEX ODEON CORP. agreed (10/97) to combine
              their theaters in a $1.0 billion transaction that will create a
              2,600 screen chain, second in North America to the 2,700 screen
              Carmike Cinemas.

           o  GART SPORTS, a Denver based privately held chain, has agreed to
              acquire (10/97) Sportmart Inc., forming the second largest
              sporting goods chain with 120 stores in 13 states and sales of
              $700 million.

           o  FRED MEYER, INC., announced (11/97) they will merge with Quality
              Food Centers and Ralph's Grocery Company in two separate
              transactions that will create a $15.0 billion company with 800
              stores in 14 states. In early 1997 they merged with Smiths Food
              and Drug creating a 265 unit chain with $7.0 billion in sales.

           o  CONSOLIDATED STORES, operator of Odd Lots, Big Lots, and Kay Bee
              Toys (1,940 units) announced (11/97) they will acquire
              MacFrugal's Bargain Close-outs (325 units in 18 states) for
              nearly $1.0 billion.

           o  DISCOUNT AUTO PARTS, a 411 unit Florida based automotive after
              market chain, announced (11/97) its merger with Hi-Lo Automotive,
              forming a 598 unit company with combined revenues of $700
              million.

- -------------------------------------------------------------------------------
                                      -27-

<PAGE>


                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------
           o  PETCO has announced (9/97) their intended acquisition of PetCare,
              an 81 store privately held chain based in Chicago.

           o  JITNEY JUNGLE STORES OF AMERICA (105 units) will acquire
              Delchamps (118 units).

           o  CVC DRUG acquired Revco in February 1997 with combined total of
              4,000 stores and $10 billion in sales.

           o  STAPLES proposed merger with OFFICE DEPOT in a $3.4 billion deal
              nixed by FTC.

           o  TOYS R US acquired BABY SUPERSTORE in $407 million deal (2/97).

           o  MELVILLE sold KAY BEE TOYS to CONSOLIDATED STORES adding to its
              Toy Liquidators, Toys Unlimited and Amazing Toys close-out units
              for $315 million. Melville has officially changed its name to CVS
              Corp.

           o  SAFEWAY to acquire VON'S in a $1.65 billion deal, creating an
              operation with 1,400 stores, 139,000 employees and $22.0 billion
              in revenues. They will still trail the industry leader, KROGER,
              in size.

           o  JC PENNEY, parent of THRIFT DRUG, announced they will acquire
              FAY'S INC., operator of 272 units, making Thrift the nation's
              eight largest chain. Penney's acquisition of ECKERD DRUG has been
              cleared by the FTC.

           o  CVS CORP. sold BOB'S STORES in late 1997 to a group led by Bob's
              management and Citicorp Venture Capital Ltd.

           o  SEARS & ROEBUCK acquired the 61 unit ORCHARD SUPPLY HARDWARE
              chain for $415 million.

           o  WABAN, INC. - to spin off BJ'S WHOLESALE CLUB and change its name
              to its other wholesale club division, HomeBase.

           o  FOOD LION - announced its pending acquisition of KASH N KARRY in
              a $341.0 million deal.

           o  PETSMART - Announced plans to acquire PET CITY HOLDINGS, the
              largest pet superstore chain in the UK.

           o  TJX COMPANIES - announced intent to sell its CHADWICK'S OF BOSTON
              catalog to Brylane LP.

           o  REVCO - completed its tender offer for BIG B drug store chain.

           o  QUALITY FOOD CENTERS - Bellevue, WA based supermarket chain to
              acquire 56-unit HUGHES FAMILY MARKETS for $360 million.

     o  REITs continued their aggressive acquisition posture during the year
        being the most active buyer of product. Between 1994 and 1997, REITs
        increased their ownership from 2.5 percent to 6.6 percent of all
        shopping centers. Among regional malls, they own 23 percent of all
        centers.

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

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------
     o  Simon DeBartolo has acquired DeBartolo Realty Corp. and derailed the
        Wells Park JVJ/J.W. O'Connor REIT merger with the acquisition of Retail
        Property Trust. Simon then teamed up with Macerich to acquire 12 malls
        from ERE Yarmouth on behalf of IBM in December 1997. In February 1998
        they announced a $5.781 billion merger with Corporate Property
        Investors.

     o  Kimco and The Price REIT have merged (6/98) to form one of the
        nation's largest shopping center REITs with nearly 51.0 million square
        feet in 390 centers in 40 states and a market capitalization of $3.4
        billion.

     o  Trizec Hahn is selling 20 of their top performing malls to Westfield
        and The Rouse Co. in a $2.55 billion transaction. The properties
        contain 12.5 million square feet.

     o  Newport Beach, CA based Donahue Schriber has merged with Diversified
        Shopping Centers which has created a combinded company with assets of
        $500 million.

     o  Regency Realty has been growing through large acquisitions. On March
        7, 1997 it acquired all of the assets of Branch Properties for $232.4
        million. On March 11, 1998 it acquired the real estate assets of the
        Midland Group consisting of 21 centers and a development pipeline of 11
        centers.

     o  Mark Centers Trust announced (April 16, 1998) a definitive agreement
        to merge the company with RD Capital, creating a combined company with
        51 retail properties and 5 multi-family apartments in 16 states.

     o  Kimco Realty Corp. announced (April 27, 1998) that it reached an
        agreement with Venture Stores to purchase their leasehold position at
        89 locations including 30 properties pursuant to a master lease with
        Metropolitan Life.

     o  Excel Realty Trust and New Plan Realty Trust have agreed to merge (May
        1998) in a $1.36 billion stock swap that would create the nation's
        largest strip center REIT. The combined company is to be known as New
        Plan Excel Realty Trust Inc. and would own 332 properties with a market
        capitalization of $3.5 billion.

     o  Consolidation in the Outlet Industry has been predicted for some time.
        After announcing their intent to merge in November 1997, Prime Retail
        completed its merger with Horizon Group Inc. in June 1998. As a result
        of the deal, Prime has integrated 22 of Horizon's top performing outlet
        centers.

     o  Mergers and acquisitions in the outlet industry are expected to
        continue. It is estimated that 130 developers own some 335 outlet
        centers; the industry's five REITs collectively own 165, leaving 125
        owners with the remaining 170 centers. Value Retail News reports that
        over the period 1992 through 1997, twelve buyers have acquired 103
        centers from 25 owners (inclusive of Prime's pending first quarter 1998
        purchase of 20 centers from Horizon).

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

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------
     o  Despite trends towards consolidation and downsizing, retailers say
        they will continue aggressive expansions over the next four years.
        These results were tabulated from Shopping Center World's 16th Annual
        Retailer's Expansion Plans Survey. Retailers say they will open 28,000
        stores between 1997 and the end of 2000. Among the 148 responding
        retailers, 83 percent planned their expansions in shopping centers led
        by regional malls.

           o    Regional Malls            72%
           o    Power Centers             50%
           o    Neighborhood Centers      46%
           o    Community Centers         34%
           o    Outlet Centers            20%
           o    Off-Price Centers         17%

        37 percent cited the southeastern part of the country as the hottest
        growth area.

     o  According to Value Retail News, seven outlet projects were completed
        in 1997 totaling 1.26 million square feet. The average size of the
        Phase I projects were 179,714 square feet. For 1998, developers are
        planning 25 projects totaling 5.19 million square feet.

     o  Category Killers and discount retailers have continued to drive the
        demand for additional space. However, power centers have continued to
        fall out of favor among many institutional investors. Most experts
        agree that the country is over-stored. Ultimately, it will lead to
        higher vacancy rates and place severe pressure on aging, capital
        intensive centers. Many analysts predict that consolidation will occur
        soon in other superstores categories such as in the office products and
        electronics segments which will result in increased vacancies.

     o  One of the more interesting mergers in recent history occurred in June
        1997 when Lend Lease Corp. acquired Equitable Real Estate Investment
        Management (ERE) and merged it with The Yarmouth Group. The combined
        ERE Yarmouth has over 100 shopping centers with more than 100 million
        square feet under management worldwide.

     o  Entertainment is clearly the new operational requisite for property
        owners and developers who are incorporating some form of entertainment
        into their designs. With a myriad of concepts available, ranging from
        mini-amusement parks to multiplex theater and restaurant themes, to
        interactive high-tech applications, choosing the right formula is a
        difficult task. Many of the nation's largest media and entertainment
        companies are getting into the retail business in some fashion. AMC
        Entertainment has formed a separate subsidiary, Centertainment, Inc.,
        to work with developers to create entertainment based retail projects.

- -------------------------------------------------------------------------------
                                      -30-

<PAGE>


                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------
     o  Super-regional value-oriented megamalls such as The Mills concept are
        expected to be one area of growth over the next several years. This
        hybrid concept incorporates the diverse mix of super-regional malls
        with the value-oriented aspects of factory outlets, category killers,
        off-price merchants and retailer clearance outlets under one roof. In
        addition, they add an entertainment component that is designed to
        extend the stay of the patron from approximately one to one and
        one-half hours in a traditional mall format to three to five hours.
        These malls are at least 1.0 million square feet although the Mills
        design averages 1.5 million square feet. They can contain between 7 and
        20 anchors and have trade areas stretching upwards to 100 miles.
        According to Value Retail News, at the end of 1997 there were 13
        megamalls open with a total of 16.7 million square feet. Through 2001,
        there are an additional 16 megamalls planned totaling 20.3 million
        square feet.


INVESTMENT CRITERIA AND INSTITUTIONAL INVESTMENT PERFORMANCE

     Investment criteria for mall properties range widely. Many firms and
organizations survey individuals active in this industry segment in order to
gauge their current investment criteria. These criteria can be measured against
traditional units of comparison such as price (or value) per square foot of GLA
and overall capitalization rates.

     The price that an investor is willing to pay represents the current or
present value of all the benefits of ownership. Of fundamental importance is
their expectation of increases in cash flow and the appreciation of the
investment. Investors have shown a shift in preference to initial return,
placing probably less emphasis on the discounted cash flow analysis (DCF). A
DCF is defined as a set of procedures in which the quantity, variability,
timing, and duration of periodic income, as well as the quantity and timing of
reversions, are specified and discounted to a present value at a specified
yield rate. Understandably, market thinking has evolved after a few hard years
of reality where optimistic cash flow projections did not materialize. The DCF
is still, in our opinion, a valid valuation technique that when properly
supported, can present a realistic forecast of a property's performance and its
current value in the marketplace.

     Equitable Real Estate Investment Management, Inc. reports in their
EMERGING TRENDS IN REAL ESTATE -- 1998 that their respondents give retail
investments generally poor performance forecasts in their latest survey due to
the protracted merchant shakeout which will continue into 1997 and the general
overbuilding which has had a fundamental change on the industry. While
dominant, Class A malls are still considered to be one of the best real estate
investments anywhere, only 34 percent of the respondents recommended buying
malls. This was up from 20 percent in 1997.

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

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------
     The following chart summarizes the results of their current survey.

<TABLE>
<CAPTION>
======================================================================================================
                                RETAIL PROPERTY RANKINGS AND FORECASTS
- ------------------------------------------------------------------------------------------------------
                         INVESTMENT POTENTIAL                           PREDICTED VALUE GAINS
                        ----------------------       1998       --------------------------------------
    PROPERTY TYPE        RATING1     RANKING2     RENT CHANGE      1 YR.        5 YRS.       10 YRS.
======================================================================================================
<S>                         <C>        <C>             <C>           <C>          <C>           <C>  
     Regional Malls         4.6        7th            +0.6%         +2.2%        +11.9%        +22.9%
      Power Centers         3.9        8th            -0.2%         -0.4%          8.5%         17.1%
   Community Centers        5.4        5th             1.8%          3.4%         12.7%         23.9%
======================================================================================================
1 Scale of 1 to 10
2 Based on 9 property types

Source: Emerging Trends in Real Estate -- 1998
======================================================================================================
</TABLE>

 REGIONAL MALLS

     It is felt that price declines in malls as an investment have bottomed out
and are slowly recovering. Thirty-four percent of all respondents recommend
buying up from 20 percent last year. However, interviewees regard malls as more
of a hold than a buy and generally counsel against selling at this time. Malls
now rank 7th overall in investment appeal, 9th in development potential, and
8th in overbuilding risk. Value gains of 2.2 percent are forecasted this year,
their 22.9 percent over ten years does not stack up well against other
investment choices. While dominant malls in strong growth markets continue to
be prime investments, older malls are clearly at risk as they are vulnerable to
new competition and have high maintenance costs which cannot compete with newer
open air centers that operate much more cost effectively.


 POWER CENTERS

     This ten year old phenomenon has pushed itself into a lowly 3.9 investment
ranking (last) and a high overbuilding risk (second). Anticipated rent and
value changes will be essentially flat (-.2 percent and -.4 percent,
respectively). Long term appreciation lacks any real appeal and interviewees
overwhelmingly recommend selling the centers and show little interest in buying
at this time.


 COMMUNITY CENTERS

     Emerging Trends cites that with larger retail formats struggling, certain
neighborhood and community centers may be well positioned to excel over the
next few years. Investment and development potential rank 5th and 6th,
respectively. Value gains of 3.4 percent are forecastedfor 1998 along with rent
increases of 1.8 percent (1 year). Over the long term, a 23.9 percent value
gain is forecasted. Centers with "super" grocery stores provide a convenient
alternative for time pressed shoppers which adds to their appeal.

     The NCREIF PROPERTY INDEX represents data collected from the Voting
Members of the National Council of Real Estate Investment Fiduciaries. As shown
in the following table, data through the fourth quarter of 1997 shows that the
retail sub-index posted a total return of 8.40 percent for the year versus a
13.74 percent return for the Index Aggregate. The fourth quarter appreciation
return of .83 percent was not enough to offset the negative return for the
year. On

- -------------------------------------------------------------------------------
                                     -32-
<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------
balance, positive trends are in evidence by the fact that restructuring in the
retail industry is better positioning the centers to meet growing consumer
demands influenced by the strong economy and growing consumer confidence.
Retail sales continue to uutpace inflation and there are signs that
construction is slowly subsiding.

<TABLE>
<CAPTION>
           ========================================================
                           RETAIL PROPERTY RETURNS
                               NCREIF INDEX (%)
           --------------------------------------------------------
                PERIOD         INCOME     APPRECIATION      TOTAL
           ========================================================
           <S>                   <C>           <C>            <C> 
              4th Qtr.1997       2.13          .83            2.96
                One Year         8.53          -.12           8.40
               Three Years       8.29         -2.41           5.73
               Five Years        7.95         -2.21           5.61
                Ten Years        7.21         -1.51           5.62
           ========================================================
           Source: Real Estate Performance Report National Council
                   of Real Estate Investment Fiduciaries
           ========================================================
</TABLE>

     Retail's total return of 8.40 percent for year ending 12/31/97 was
substantially behind the other investment categories including Apartment
(12.75%), Office (17.35%), R&D (26.01%), and Warehouse (13.77%). For the year,
retail property performance was negatively impacted by size with neighborhood
centers posting the best total performance, while regional malls were laggards.
 
<TABLE>
<CAPTION>
        ==================================================================
                            RETAIL SEGMENT PERFORMANCE
        ------------------------------------------------------------------
                CATEGORY            INCOME     APPRECIATION       TOTAL
        ==================================================================
        <S>                          <C>           <C>             <C>
          Neighborhood               N/A           N/A             10.54%
          Community                  N/A           N/A              9.73%
          Regional Malls             N/A           N/A              9.09%
          Super Regional Malls       N/A           N/A              6.31%
        ==================================================================
</TABLE>

     Private investor underwriting has become more conservative with respect to
vacancy allowances, growth rates (rent, sales) and occupancy cost tolerance
levels. The reduced spread between cash returns and internal rate of returns is
evidence that buyers seek a higher proportion of their expected return from
income rather than from appreciation.

     The Cushman & Wakefield Investor Survey also confirms trends that
capitalization rates for most retail categories have risen. Regional malls have
been the most affected. This is partly due to the fact that a large number of
malls are currently available for sale.

     The Urban Land Institute, in their 1997 REAL ESTATE FORECAST -- MID YEAR
OUTLOOK, projects very small increases in effective rents through mid-1998 for
both regional malls and strip shopping centers. Even though rent increases will
likely be higher than 1996, they will likely not keep pace with inflation. In
fact, retail garnered the bottom two spots in ULI's ranking

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

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------
of 10 property types in measuring their expected performance change. The
downward pressure on rents has been attributed to the expansion of big-box
retailers, which has resulted in a changing tenant base that requires a
different type of space then exists in much of the older retail stock.


REAL ESTATE INVESTMENT TRUST MARKET (REITS)

     To date, the impact of REITs on the retail investment market has been
significant, although the majority of Initial Property Offerings (IPOs)
involving regional malls, shopping centers, and outlet centers did not enter
the market until the latter part of 1993 and early 1994. It is noted that REITs
have dominated the investment market for apartment properties and have evolved
into a major role for retail properties as well.

     Currently, there are in excess of 300 REITs in the United States, more
than three-quarters of which are publicly traded. The advantages provided by
REITs, in comparison to more traditional real estate investment opportunities,
include the diversification of property types and location, increased liquidity
due to shares being traded on major exchanges, and the exemption from corporate
taxes when 95.0 percent of taxable income is distributed.

     There are essentially three kinds of REITs which can either be
"open-ended," or Finite-life (FREITs) which have specified liquidation dates,
typically ranging from eight to fifteen years.

     o  EQUITY REITS center around the ownership of properties where ownership
        interests (shareholders) receive the benefit of returns from the
        operating income as well as the anticipated appreciation of property
        value. Equity REITs typically provide lower yields than other types of
        REITs, although this lower yield is theoretically offset by property
        appreciation.

     o  MORTGAGE REITS invest in real estate through loans. The return to
        shareholders is related to the interest rate for mortgages placed by
        the REIT.

     o  HYBRID REITS combine the investment strategies of both the equity and
        mortgage REITs in order to diversify risk.

     The influx of capital into REITs has provided property owners with an
significant alternative marketplace of investment capital and resulted in a
considerably more liquid market for real estate. In 1997 REITs became the
largest equity owner of commercial real estate, surpassing pension funds for
the first time. The total value of U.S. commercial real estate is $3.47
trillion of which $1.99 trillion is non-institutional grade property and $1.48
trillion is institutional grade.

     Publicly traded REITs increased their total market capitalization from $56
billion as of December 31, 1991, to $159.18 billion as of April 1998.

- -------------------------------------------------------------------------------
                                     -34-

<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------

         REITs continued their impressive growth in 1997 with total activity
(property acquisitions and IPOs totaling $64.6 billion according to research
provided by Alliance Capital and CB Commercial. However, it is noted that the
$65 billion represents only 2 percent of the total value of all U.S. real
estate. Total acquisitions for the year reached $47 billion, including $18
billion in the 4th quarter alone, a 40 percent increase over the previous
record. Office was the most active sector accounting for 38 percent of the
value of all property assets acquired.

RETAIL REITS

         As of December 31, 1997, there were a total of 47 REITs specializing
in retail, making up sizable percentage of the securities in the REIT market.
Forty six of these REIT companies are EQUITY REITs. Depending upon the property
type in which they specialize, retail REITs are divided into three categories:
shopping centers, regional malls, and outlet centers. The REIT performance
indices chart, shown as TABLE A, displays a summary performance of the three
composite categories. TABLE B identifies the number of companies and market
capitalization for year end 1996 as well as through the fourth quarter 1997.

===============================================================================
                       TABLE A - RETAIL REIT PERFORMANCE
                          12/31/96                     12/31/97
                         Y-T-D TOTAL    DIVIDEND        Y-T-D        DIVIDEND
                           RETURN         YIELD      TOTAL RETURN      YIELD
===============================================================================
All Retail REITs           39.96%         6.59%         16.99%         6.17%

Strip Centers              32.88%         6.50%         21.44%         5.81%
Regional Malls             44.63%         6.60%         12.69%         6.68%
Outlet Centers              3.78%         9.22%           .88%         7.91%
- -------------------------------------------------------------------------------

Source: Realty Stock Review

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




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

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------


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

                         TABLE B MARKET CAPITALIZATION

- ------------------------------------------------------------------------------
                            12/31/96                       12/31/97
                   ---------------------------    ----------------------------
                     NO. OF         MARKET          NO. OF          MARKET
                   SECURITIES   CAPITALIZATION*   SECURITIES    CAPITALIZATION
==============================================================================
All Retail REITs       43          $20,190.7          47          $28,730.1
Strip Centers          26          $11,145.8          27          $15,772.2
Regional Malls         10           $7,349.0          12          $10,418.7
Outlet Centers          6           $1,300.2           6           $1,585.3
- ------------------------------------------------------------------------------
* Number reported in thousands.
Source: Realty Stock Review
- ------------------------------------------------------------------------------

         As can be seen, the 47 REIT securities at year end 1997 had a market
capitalization of approximately $28.7 billion which was up from $20.2 billion
at year end 1996. Total returns of nearly 17.0 percent lagged the stock market
as a whole and also lagged the 18.9 percent return for all REITs. This is in
contrast to the nearly 40 percent total return in 1996 when retail REITs
outperformed the market. The strip center segment led the way this year with
total returns of 21.4 percent, followed by regional malls 13.7 percent. Outlet
centers, which were posting negative returns through the third quarter,
recovered to a very modest .88 percent return for the year. Accordingly,
dividend yields for this group were 7.91 percent, some 174 basis points above
the composite average return.

         While many of the country's best quality malls and shopping centers
have recently been offered in the public market, this heavily capitalized
marketplace has provided sellers with an attractive alternative to the more
traditional market for large retail properties.

         REITs have been the most aggressive buyer of centers by virtue of
their need to grow FFO. TABLE C highlights the change in ownership between 1994
and 1997.

               =================================================
                                    TABLE C
                           PERCENTAGE OF U.S. CENTERS
                         OWNED BY REITS BY CENTER SIZE
               -------------------------------------------------
               CENTER SIZE (SF)      % IN 1994    % IN 1997
               =================================================
                       <   100,000       1.1%        3.9%
               -------------------------------------------------
               100,001 -   200,000       3.0%        7.9%
               -------------------------------------------------
               200,001 -   400,000       6.1%       13.8%
               -------------------------------------------------
               400,001 -   800,000      11.7%       20.3%
               -------------------------------------------------
               800,001 - 1,000,000      13.9%       30.6%
               -------------------------------------------------
                       > 1,000,000      12.6%       27.8%
               -------------------------------------------------
               All Centers               2.5%        6.6%
               -------------------------------------------------
               Source:       ICSC Research Quarterly - Fall 1997
               =================================================

- -------------------------------------------------------------------------------
                                     -36-





<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------

         From the above it is shown that REITs now own 6.6 percent of all
shopping centers. Further analysis shows they own 23 percent of all regional
malls and 6 percent of all strip centers.

OUTLOOK

         A review of various data sources reveals the intensity of the
development community's efforts to serve a U.S. retail market that is still
growing, shifting and evolving. It is estimated 25-30 power centers appear to
be capable of opening annually, generating more than 12 million square feet of
new space per year. That activity is fueled by the locational needs of key
power centers tenants, 27 of which indicated in recent year-end reports to
shareholders an appetite for 900 new stores annually, an average of 30 new
stores per firm.

         With a per capita GLA figure of 19 square feet, most analysts are in
agreement that the country is already over-stored. As such, new centers will
become feasible through the following demand generators:

         o        The gradual obsolescence of some existing retail locations
                  and retail facilities;

         o        The evolution of the locational needs and format preferences
                  of various anchor tenants; and

         o        Rising retail sales generated by increasing population and
                  household levels.

         By the year 2000, total retail sales are projected to rise from $2.237
trillion in 1994 to almost $2.9 trillion; shopping center-inclined sales are
projected to rise by $361 billion, from $1.194 trillion in 1994 to nearly $1.6
trillion in the year 2000. Those increases reflect annual compound growth rates
of 4.1 percent and 4.5 percent, respectively, for the six-year period.

         On balance, we conclude that the outlook for the retail industry is
one of cautious optimism. Because of the importance of consumer spending to the
economy, the retail industry is one of the most studied and analyzed segments of
the economy. One obvious benefactor of the aggressive expansion and promotional
pricing which has characterized the industry is the consumer. There will
continue to be an increasing focus on choosing the right format and
merchandising mix to differentiate the product from the competition and meet
the needs of the consumer. Quite obviously, many of the nations' existing
retail developments will find it difficult if not impossible to compete.
Tantamount to the success of these older centers must be a proper merchandising
or repositioning strategy that adequately considers the feasibility of the
capital intensive needs of such an undertaking. Coincident with all of the
change which will continue to influence the industry is a general softening or
investor bullishness. This will lead to a realization that the collective
interaction of the fundamentals of risk and reward now require higher
capitalization rates and long term yield expectations in order to attract
investment capital.



- -------------------------------------------------------------------------------
                                     -37-



<PAGE>

<TABLE>
<CAPTION>
=========================================================================================================================
INCOME & EXPENSE GROWTH CHART - AS STABILIZED
THE MALL OF NEW HAMPSHIRE                                                                                                
Cushman & Wakefield, Inc.          2000         2001         2002         2003         2004         2005         2006    
=========================================================================================================================
<S>                            <C>          <C>          <C>          <C>          <C>          <C>      
Minimum Rent:                  $11,903,357  $11,968,678  $12,029,015  $12,078,695  $12,277,833  $12,448,102  $12,638,877 
Effective Gross Income:        $17,778,940  $17,976,746  $18,234,297  $18,478,825  $18,905,163  $19,274,569  $19,752,517 
Operating Expenses:               $538,317     $556,985     $576,302     $596,290     $616,972     $638,372     $660,515 
Net Operating Income:          $12,430,220  $12,448,426  $12,520,383  $12,569,417  $12,789,608  $12,944,852  $13,205,054 
</TABLE>

<TABLE>
<CAPTION>
====================================================================================================
INCOME & EXPENSE GROWTH CHART - AS STABILIZED
THE MALL OF NEW HAMPSHIRE                                                            CAGR     CAGR
Cushman & Wakefield, Inc.          2007         2008         2009         2010     2000-09  2000-09
====================================================================================================
<S>                            <C>          <C>          <C>          <C>          <C>       <C>      
Minimum Rent:                  $12,641,023  $13,645,188  $15,569,648  $16,855,589    3.0%     3.8%
Effective Gross Income:        $19,932,968  $21,179,913  $23,455,025  $24,950,836    3.1%     3.7%
Operating Expenses:               $683,426     $707,134     $731,665     $757,048    3.5%     3.5%
Net Operating Income:          $13,140,578  $14,088,252  $16,048,961  $17,260,268    2.9%     3.6%
</TABLE>



                             INCOME & EXPENSE GROWTH

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

<PAGE>

<TABLE>
<CAPTION>
================================================================================================================================
SENSITIVITY ANALYSIS ("AS STABILIZED" ANALYSIS)
THE MALL OF NEW HAMPSHIRE              1             2             3             4             5             6             7    
Cushman & Wakefield, Inc.           2000          2001          2002          2003          2004          2005          2006    
================================================================================================================================
<S>                             <C>           <C>           <C>           <C>           <C>           <C>           <C>         
Effective Gross Income:         $17,778,940   $17,976,746   $18,234,297   $18,478,825   $18,905,163   $19,274,569   $19,752,517 
Operating Expenses:                $538,317      $556,985      $576,302      $596,290      $616,972      $638,372      $660,515 
Net Operating Income:           $12,430,220   $12,448,426   $12,520,383   $12,569,417   $12,789,608   $12,944,852   $13,205,054 
Net Cash Flow:                  $12,237,733   $12,280,126   $12,386,575   $12,312,641   $12,602,288   $12,637,584   $13,028,551 
PROPERTY VALUE:                $151,500,000                                                                                     
                                                                                                                                
Net Sales Price:               $143,523,029  $144,352,651  $144,917,984  $147,456,657  $149,246,529  $152,246,505  $151,503,135 
Net Cash Flow:                  $12,237,733   $12,280,126   $12,386,575   $12,312,641   $12,602,288   $12,637,584   $13,028,551 
                                                                                                                                
   - NOI Return:                      8.20%         8.22%         8.26%         8.30%         8.44%         8.54%         8.72% 
   - Cash-On-Cash Return:             8.08%         8.11%         8.18%         8.13%         8.32%         8.34%         8.60% 

DISCOUNTED INCOME STREAM                                                                                                        
                                                                                                                                
Discounted Sales Price:        $130,179,618  $118,759,283  $108,140,031   $99,804,470   $91,624,422   $84,776,551   $76,519,378 
Discounted Cash Flow:           $11,099,985   $10,102,890    $9,243,053    $8,333,680    $7,736,712    $7,037,080    $6,580,304 
                                                                                                                                
Net Present Value:             $141,279,603  $139,962,158  $138,585,959  $138,584,077  $138,140,741  $138,329,950  $136,653,081 
                                                                                                                                
</TABLE>


<TABLE>
<CAPTION>
===============================================================================================================
SENSITIVITY ANALYSIS ("AS STABILIZED" ANALYSIS) 
THE MALL OF NEW HAMPSHIRE           8             9            10           11         CAGR            CAGR
Cushman & Wakefield, Inc.        2007          2008          2009         2010        2000-09         2000-09
===============================================================================================================
<S>                          <C>           <C>           <C>          <C>               <C>             <C> 
Effective Gross Income:      $19,932,968   $21,179,913   $23,455,025  $24,950,836       3.1%            3.7%
Operating Expenses:             $683,426      $707,134      $731,665     $757,048       3.5%            3.5%
Net Operating Income:        $13,140,578   $14,088,252   $16,048,961  $17,260,268       2.9%            3.6%
Net Cash Flow:               $12,198,352   $12,432,338   $15,006,346                    2.3%            2.8%
PROPERTY VALUE:                                         $199,000,737                    3.1%

                                                                                     --------------------------
Net Sales Price:            $162,429,258  $185,035,080  $199,000,737                 AVERAGE RETURNS
Net Cash Flow:               $12,198,352   $12,432,338   $15,006,346                 OVER HOLDING PERIOD
                                                                                     -------------------
   - NOI Return:                   8.67%         9.30%        10.59%                 NOI                8.7%
   - Cash-On-Cash Return:          8.05%         8.21%         9.91%                 Cash               8.4%

DISCOUNTED INCOME STREAM                                                             YIELD COMPOSITION
                                                                                     -----------------
Discounted Sales Price:      $74,410,715   $76,885,898   $75,001,285                 Reversion         49.5%
Discounted Cash Flow:         $5,588,206    $5,165,893    $5,655,734                 Cash Flow         50.5%
                                                                                     ---------        -----
Net Present Value:          $140,132,623  $147,773,699  $151,544,820                 Total Value      100.0%
                                                                                     --------------------------
</TABLE>



<TABLE>
<CAPTION>
==========================================================================================                 
ASSUMPTIONS & CONCLUSIONS                                                                                  
- ------------------------------------------------------------------------------------------                 
VALUE RANGE:                         LOW                  HIGH                CONCLUSION                  
DISCOUNT RATE:                     10.75%                10.00%                 10.25%                               
TERMINAL CAP RATE:                  8.75%                 8.00%                  8.50%                                
==========================================================================================                      
<S>                            <C>                    <C>                    <C>                                
VALUE RANGE/CONCLUSION:        $144,541,655           $158,901,669           $151,500,000                       
- ------------------------------------------------------------------------------------------                      
   - Going-In Cap Rate:               8.60%                  7.82%                  8.20%                   
- ------------------------------------------------------------------------------------------                      
   - Price/sf Owned GLA:            $441.49                $485.35                $462.75                    
- ------------------------------------------------------------------------------------------                      
   - Price/sf Mall Shop GLA:        $454.89                $500.09                $476.79                    
==========================================================================================                      
</TABLE>


                                NOI VS. CASH FLOW

          [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.]


<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
                   2000         2001         2002         2003         2004    
- -------------------------------------------------------------------------------
<S>            <C>          <C>          <C>          <C>          <C>         
NOI            $12,430,220  $12,448,426  $12,520,383  $12,569,417  $12,789,608 
Cash Flow      $12,237,733  $12,280,126  $12,386,575  $12,312,641  $12,602,288 
- -------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
                   2005         2006         2007         2008         2009
- ------------------------------------------------------------------------------
<S>            <C>          <C>          <C>          <C>          <C>        
NOI            $12,944,852  $13,205,054  $13,140,578  $14,088,252  $16,048,961
Cash Flow      $12,637,584  $13,028,551  $12,198,352  $12,432,338  $15,006,346
- ------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
 ================================================================================================        
 SALE-YIELD MATRIX                                                                                                 
 ------------------------------------------------------------------------------------------------        
 NET REVERSION     TERMINAL                             DISCOUNT RATE (IRR)
 COST OF SALE:  CAPITALIZATION   ----------------------------------------------------------------
     2.00%           RATE            10.00%           10.25%           10.50%           10.75%     
 ================================================================================================        
<S>                 <C>          <C>              <C>              <C>              <C>                  
 $211,438,283       8.00%        $158,901,669     $156,232,400     $153,622,328     $151,069,945         
 ------------------------------------------------------------------------------------------------        
 $205,031,062       8.25%        $156,431,408     $153,817,586     $151,261,595     $148,761,964         
 ------------------------------------------------------------------------------------------------        
 $199,000,737       8.50%        $154,106,457     $151,544,820     $149,039,728     $146,589,746         
 ------------------------------------------------------------------------------------------------        
 $193,315,002       8.75%        $151,914,359     $149,401,926     $146,944,825     $144,541,655         
 ================================================================================================        
</TABLE>

                           NPV VS. SALES PRICE BY YEAR

          [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.]
                 
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
                       2000          2001          2002          2003          2004     
- ----------------------------------------------------------------------------------------
<S>                <C>           <C>           <C>           <C>           <C>          
Net Sales Price    $143,523,029  $144,352,651  $144,917,984  $147,456,657  $149,246,529 
Net Present Value  $141,279,603  $139,962,158  $138,585,959  $138,584,077  $138,140,741 
- ----------------------------------------------------------------------------------------
</TABLE>
                                                                           
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------- 
                       2005          2006          2007          2008          2009
- --------------------------------------------------------------------------------------- 
<S>                <C>           <C>           <C>           <C>           <C>         
Net Sales Price    $152,246,505  $151,503,135  $162,429,258  $185,035,080  $199,000,737
Net Present Value  $138,329,950  $136,653,081  $140,132,623  $147,773,699  $151,544,820
- ---------------------------------------------------------------------------------------    
</TABLE>

<PAGE>

                                                                 QUALIFICATIONS
- -------------------------------------------------------------------------------
                                                        RICHARD W. LATELLA, MAI


PROFESSIONAL AFFILIATIONS:

        Member, Appraisal Institute (MAI Designation #8346)
        Affiliate Member, International Council of Shopping Centers, ICSC
        New Hampshire State Certified General Real Estate Appraiser #46000003892
        Pennsylvania State Certified General Real Estate Appraiser #GA-001053-R
        State of Maryland Certified General Real Estate Appraiser #10796
        Minnesota Certified General Real Estate Appraiser #20026517
        Commonwealth of Virginia Certified General Appraiser #4001-003348
        State of Michigan Certified General Real Estate Appraiser #1201005216
        New Jersey Real Estate Salesperson (License #NS-130101-A)
        Certified Tax Assessor, State of New Jersey

GENERAL EXPERIENCE:

        Senior Director, Retail Valuation Group, Cushman & Wakefield Valuation
        Advisory Services, a national full-service real estate organization.
        While Mr. Latella's experience has been in appraising a full array of
        property types, his principal focus appraisal and counseling for major
        retail properties and specialty centers on a national basis. As Senior
        Director, his responsibilities include coordination of the firm's
        national group of appraisers who specialize in regional malls,
        department stores and other major retail property types. He has
        personally appraised and consulted on in excess of 300 malls and
        specialty centers across the country.

        Senior Appraiser, Valuation Counselors, Princeton, New Jersey,
        specializing in the appraisal of commercial and industrial real estate,
        condemnation analyses and feasibility studies for both corporate and
        institutional clients (July 1980-April 1983).

        Supervisor, State of New Jersey, Division of Taxation, Local Property
        and Public Utility Branch in Trenton, New Jersey, assisting and
        advising local municipal and property tax assessors throughout the
        state (June 1977-July 1980).

        Associate, Warren W. Orpen & Associates, Trenton, New Jersey, assisting
        in the preparation of residential property appraisals and condemnation
        analyses (July 1975-April 1977).

EDUCATION:

        Trenton State College, Trenton, New Jersey
        Bachelor of Science, Business Administration - 1977

        As of the date of this report, Richard W. Latella, MAI, has completed
        all of the requirements under the continuing education program of the
        Appraisal Institute.

<PAGE>

                                        QUALIFICATIONS OF VINCENT S. MANISCALCO
- -------------------------------------------------------------------------------

PROFESSIONAL AFFILIATIONS:

        Associate Member of The Appraisal Institute

        Certified General Appraiser - State of Connecticut 
        (License No. 0000390)

        Certified General Appraiser - State of Michigan 
        (License No. 1201005365)

        Certified General Appraiser - State of Maine (License No. CG1261)

REAL ESTATE EXPERIENCE:

        CUSHMAN & WAKEFIELD, INC.,               New York, New York
                                                 November 1997- Present

        Associate Director involved in appraisal of income producing properties
        with a primary focus on major national retail properties including
        regional malls, department stores, specialty centers and other formats.

        CUSHMAN & WAKEFIELD OF CT, INC.,         Stamford, CT
                                                 April 1988- November 1997

        Associate Director involved in appraisal of income producing properties
        throughout the northeastern United States. Work scope also includes,
        feasibility studies, market surveys and investment analysis.

        L. W. ELLWOOD AND COMPANY,               Ridgewood, NJ
                                                 June 1986 - April 1988

        Associate involved with the preparation of appraisals of a wide range
        of investment quality income producing properties throughout the
        continental United States.

EDUCATION:

        UNIVERSITY OF CONNECTICUT

        Bachelor of Science, Real Estate and Urban Economics
        May 1986

        THE APPRAISAL INSTITUTE

        Course 1A-1 - Real Estate Appraisal Principles
        Course 1A-2 - Basic Valuation Procedures
        Course 1B-A - Capitalization Theory & Techniques Part A
        Course 1B-B - Capitalization Theory & Techniques Part B
        Course 2-1 - Case Studies in Real Estate Valuation
        Course 2-2 - Report Writing and Valuation Analysis
        Course SPP - Standards of Professional Practice

        THE SOCIETY OF REAL ESTATE APPRAISERS
        Course 202  - Applied Income Property Valuation


<PAGE>










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


COMPLETE APPRAISAL
OF REAL PROPERTY

WESTSIDE PAVILION
10800-10850 Pico Boulevard
Los Angeles, California


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

IN A SELF-CONTAINED REPORT

As of July 13, 1998





PREPARED FOR:

MORGAN STANLEY MORTGAGE CAPITAL, INC.
1585 Broadway
New York, New York  10036





Prepared By:

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

<PAGE>

              [Cushman & Wakefield of California, Inc. Letterhead]


July 24, 1998

Mr. Marcus Childress
Associate
Morgan Stanley Mortgage Capital, Inc.
1585 Broadway
New York, New York 10036
     
Re:  Complete Appraisal of Real Property
     WESTSIDE PAVILION
     Los Angeles, California


Mr. Childress:

     In fulfillment of our agreement as outlined in the Letter of Engagement,
Cushman & Wakefield of California, Inc. is pleased to transmit our
self-contained appraisal report estimating the market value of the leased fee
estate in the above referenced property. The value opinion reported below is
qualified by certain assumptions, limiting conditions, certifications, and
definitions, which are set forth in the report.

     This appraisal report has been prepared in accordance with the Uniform
Standards of Professional Appraisal Practice and Title XI of the Federal
Institutions Reform, Recovery and Enforcement Act of 1989 (FIRREA).

     The property was inspected by and the report was prepared by Ellen J.
Gunderson, MAI.

     This report was prepared for Morgan Stanley Mortgage Capital, Inc.
("MSMC") in connection with financing to be arranged by MSMC. 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 MSMC, Commercial Pass-Through Certificates, (which we understand is
a type of "Securitization" defined as an offering of debt securities that, as
applicable, are registered with the Securities Exchange Commission pursuant to
the Securities Act of 1933, as amended (the "Act") or are privately placed
pursuant to an exemption from the Act, in which the property appraised is part
of a pool of properties owned by various non-affiliated owners collateralizing
such offering) of our appraisal with respect to each property in which C&W has
been engaged, and we consent to the reference to our firm under the caption
"Experts" in such Prospectus Supplement.

<PAGE>

Mr. Marcus Childress
Morgan Stanley Capital Mortgage, Inc.
Page 2

     As a result of our analysis, we have formed an opinion that the market
value of the leased fee estate in PHASE I AND PHASE II OF WESTSIDE PAVILION
COMBINED, subject to the assumptions, limiting conditions, certifications, and
definitions, as of July 13, 1998, is:

                    ONE HUNDRED AND SEVENTY MILLION DOLLARS
                                  $170,000,000

     The above value estimate includes both Phases I and II. Phase II was added
in 1991 and is accessed from the third level main mall by pedestrian bridge
over Westwood Boulevard. Phase II has suffered from vacancy problems since it
was built, although in the past occupancy has been better than the current 40.1
percent occupancy of Phase II (excluding temporary tenants). Macerich, the
recent purchaser of the property, reports that their plans will include some
type of redevelopment, although any specific plans have not been made. Any
redevelopment plan is speculative and will be restricted by the City and
neighborhood groups. Macerich representatives have indicated that they are very
hopeful about cooperation from city government and neighborhood groups, as a
viable development is wanted for the site by all involved and it is now clear
that the current development is not well received by customers and prospective
tenants.

     We have been asked to provide separate value estimates for Phase I and II,
as only Phase I is included in the collateral for the proposed financing. As
any redevelopment plan is subject to so many approvals outside the control of
the developer, a purchaser of the property would approach Phase II very
conservatively. Any increase in income generated from redevelopment would be
seen as upside potential by a purchaser.

     As a result of our analysis, we have formed an opinion that the market
value of the leased fee estate in PHASE I OF WESTSIDE PAVILION, subject to the
assumptions, limiting conditions, certifications, and definitions, as of 
July 13, 1998, is:

                     ONE HUNDRED AND SIXTY MILLION DOLLARS
                                  $160,000,000

     As a result of our analysis, we have formed an opinion that the market
value of the leased fee estate in PHASE II OF WESTSIDE PAVILION, subject to the
assumptions, limiting conditions, certifications, and definitions, as of July
13, 1998, is:

                              TEN MILLION DOLLARS
                                  $10,000,000

<PAGE>

Mr. Marcus Childress
Morgan Stanley Capital Mortgage, Inc.
Page 3

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

Respectfully submitted,

CUSHMAN & WAKEFIELD OF CALIFORNIA, INC.


/s/ Ellen J. Gunderson
- ---------------------------------------
Ellen J. Gunderson, MAI
Director, Valuation Advisory Services
Retail Valuation Group
California Certified Appraiser No. AG025346

<PAGE>

                                       SUMMARY OF SALIENT FACTS AND CONCLUSIONS
- -------------------------------------------------------------------------------
PROPERTY NAME:                      Westside Pavilion

LOCATION:                           South side of Pico Boulevard, east and west
                                    of Westwood Boulevard
                                    10800-10850 Pico Boulevard
                                    Los Angeles, California

ASSESSOR'S PARCEL NUMBER            4255-28-02 through 05, 09, 12 and 13;
                                    4256-01-25 through 27 and 29

INTEREST APPRAISED:                 Leased Fee

DATE OF VALUE:                      July 13, 1998

DATE OF INSPECTION:                 July 13, 1998

OWNERSHIP:                          Macerich

LAND AREA

      Subject Ownership:            9.16 Acres
      Separate Ownership:           5.97 Acres
      Total Center:                 15.13 Acres

ZONING:                             C2-1VL, City of Los Angeles

HIGHEST AND BEST USE

      If Vacant:                    Regional Mall or other major retail
                                    development
      As Improved:                  Current use

IMPROVEMENTS

      Type:                         Enclosed and open air three-level regional
                                    shopping center

      Year Built:                   1985; Expanded in 1991 adding 91,978 sq.ft.
                                    in Phase II across Westwood Boulevard.

      Type of Construction:         Reinforced concrete

      Quality/Condition:            Good/Good

<PAGE>

                                       SUMMARY OF SALIENT FACTS AND CONCLUSIONS
- -------------------------------------------------------------------------------
GROSS LEASABLE AREA (SF):

      Anchors
            Robinson's-May          220,000 SF *
            Nordstrom               138,128 SF
            Pavilions                43,435 SF
                                    ----------
            Sub-total               401,563 SF

      Main Mall Stores              262,371 SF
      Expansion Mall Stores          91,978 SF
                                    ----------
      Total Center                  755,912 SF

      *     Held under separate ownership; subject ownership portions comprises
            535,912 SF

OCCUPANCY:                          Mall Shops (incl. Phase I & II)
                                    -------------------------------
                                    12//97:     85.2%
                                    7/98:       83.5%

                                    Main Mall Shops (Phase I only)
                                    ------------------------------
                                    12/97:      96.3%
                                    7/98:       98.7%

                                    Total Occupancy (owned GLA)
                                    ---------------------------
                                    12/97:      90.2%
                                    7/98:       89.1%

PARKING:                            Approximately 3,334 total spaces in surface
                                    parking and multi-level parking garage (4.4
                                    spaces per 1,000 SF gross leasable area)

VALUE INDICATORS

                                    PHASE I & II   PHASE I        PHASE II
                                    ------------   -------        --------

Sales Comparison Approach:          $170,500,000   N/A            N/A

Income Approach:                    $170,000,000   $160,000,000   $10,000,000
    Discounted Cash Flow:           $166,700,000   $159,400,000   N/A
    Direct Capitalization:          $174,700,000   $162,600,000   N/A

Development Cost Approach:          N/A            N/A            $8,300,000

FINAL VALUE CONCLUSION:             PHASE I & II   PHASE I        PHASE II
                                    ------------   -------        --------
                                    $170,000,000   $160,000,000   $10,000,000

<PAGE>

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

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

                                 1. We have been asked to provide separate 
                                 value estimates for Phase I and II. The 
                                 phases are on separate tax parcels, and can 
                                 be physically separate as well. However, as 
                                 the parking area in Phase II also serves 
                                 Phase I, it is a specific assumption of this 
                                 appraisal that a reciprocal parking and 
                                 easement agreement would be made between the 
                                 ownerships of Phase I and II and the parking 
                                 and other legal requirements would be 
                                 satisfied. 

                                 2. Throughout the analysis we have relied on 
                                 information provided by the client and the 
                                 new owner and management, which we assume to 
                                 be accurate. By nature, a mall is a very 
                                 fluid property type and many tenants are 
                                 typically in some form of transition. 

                                 3. The factual tenant information for the 
                                 subject mall was provided by the property 
                                 owner in the form of a rent roll. We audited 
                                 a representative sample of the mall tenant 
                                 leases as a check against the data provided. 
                                 No significant discrepancies were noted in 
                                 the leases audited. We assume that the 
                                 leases audited are a representative sampling 
                                 of the accuracy of the summary tenant data. 
                                 We have no reason to believe otherwise. 
                                 However, we make no warranties as to the 
                                 accuracy of the tenant data provided. 

                                 4. The Americans with Disabilities Act (ADA) 
                                 became effective January 26, 1992. We were 
                                 provided with excerpts from a 1998 report 
                                 prepared by Myers, Houghton & Partners. 
                                 These pages are contained in the Addenda. 
                                 The report identifies $90,000 in readily 
                                 achievable barrier removal items to bring 
                                 the property into compliance. This has been 
                                 included as a capital deduction in the cash 
                                 flow analysis, however, due to the small 
                                 amount, it 

<PAGE>

                                       SUMMARY OF SALIENT FACTS AND CONCLUSIONS
- -------------------------------------------------------------------------------
                                    is basically lost in rounding. The reader
                                    should note that we are not qualified to
                                    provide a specific compliance survey and
                                    analysis of the property to determine
                                    whether or not it is in conformity with the
                                    various detailed requirements of ADA, and
                                    have relied upon the information provided
                                    to us. It is possible that a full
                                    compliance survey of the property, together
                                    with a detailed analysis of the
                                    requirements of the ADA could reveal that
                                    the property is not in compliance with one
                                    or more of the requirements of the Act. If
                                    so, this fact could have a negative effect
                                    upon the value of the property.

                                    5. An Environmental Site Assessment report,
                                    prepared by Harding Lawson Associates (HLA)
                                    on June 1, 1998, was provided to us. The
                                    HLA report indicated no evidence of
                                    recognized environmental conditions with
                                    the exception of 1) three of the paint chip
                                    samples exceeded the HUD levels of 5,000
                                    mg/kg and 2) the 1,000 gallon underground
                                    diesel storage tank failed a vacuum test.
                                    The report indicated no recommendations. We
                                    are not aware of any toxic contamination or
                                    hazardous wastes on or about the subject
                                    property. We are not experts, however, in
                                    the detection of hazardous wastes or toxic
                                    contaminants, and our appraisal is based on
                                    the assumption that there are no toxic
                                    contaminants or environmental hazards that
                                    would negatively impact the subject
                                    property's marketability or value.

                                    6. The forecasts of income, expenses and
                                    absorption of vacant space are not
                                    predictions of the future. Rather, they are
                                    our best estimates of the current market
                                    thinking on future income, expenses and
                                    demand. We make no warranty or
                                    representation that these forecasts will
                                    materialize.

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

<PAGE>

                                                PHOTOGRAPHS OF SUBJECT PROPERTY
- -------------------------------------------------------------------------------









                                   [PICTURE]










         View looking east along Pico Boulevard (subject on the right)









                                   [PICTURE]











View looking west across Westwood Boulevard toward the west portion of the mall
                               (1991 expansion)

<PAGE>

                                                PHOTOGRAPHS OF SUBJECT PROPERTY
- -------------------------------------------------------------------------------










                                   [PICTURE]











        View looking southwest towards west end of mall (1991 expansion)










                                   [PICTURE]











               Exterior view of Robinson's-May (east end of mall)

<PAGE>

                                                PHOTOGRAPHS OF SUBJECT PROPERTY
- -------------------------------------------------------------------------------










                                   [PICTURE]











               Rear elevation of mall from the parking structure










                                   [PICTURE]











                         Interior entrance to Nordstrom

<PAGE>

                                                PHOTOGRAPHS OF SUBJECT PROPERTY
- -------------------------------------------------------------------------------










                                   [PICTURE]











                      Interior entrance to Robinson's-May










                                   [PICTURE]











              View from the west end of the expansion area towards
                         Barnes & Noble and the bridge

<PAGE>

                                                PHOTOGRAPHS OF SUBJECT PROPERTY
- -------------------------------------------------------------------------------










                                   [PICTURE]











                    View inside the expansion area courtyard










                                   [PICTURE]











          View looking north along Westwood Boulevard from the bridge

<PAGE>

                                                PHOTOGRAPHS OF SUBJECT PROPERTY
- -------------------------------------------------------------------------------




















                                   [PICTURE]





















                           Interior view of main mall


<PAGE>

                                                PHOTOGRAPHS OF SUBJECT PROPERTY
- -------------------------------------------------------------------------------










                                   [PICTURE]











                                 Interior view










                                   [PICTURE]











                                   Food Court

<PAGE>

                                                PHOTOGRAPHS OF SUBJECT PROPERTY
- -------------------------------------------------------------------------------










                                   [PICTURE]











                           Westside Pavilion Cinemas










                                   [PICTURE]











           Entrance to Pavilions (from basement parking garage only)

<PAGE>

                                                PHOTOGRAPHS OF SUBJECT PROPERTY
- -------------------------------------------------------------------------------










                                   [PICTURE]











                          National tenant storefronts










                                   [PICTURE]











                          National tenant storefronts

<PAGE>

                                                PHOTOGRAPHS OF SUBJECT PROPERTY
- -------------------------------------------------------------------------------










                                   [PICTURE]











                          National tenant storefronts










                                   [PICTURE]











                          National tenant storefronts

<PAGE>

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

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

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

RETAIL MARKET ANALYSIS...................................................13

PROPERTY DESCRIPTION.....................................................52

REAL PROPERTY TAXES AND ASSESSMENTS......................................58

ZONING...................................................................59

HIGHEST AND BEST USE.....................................................60

VALUATION PROCESS........................................................62

SALES COMPARISON APPROACH................................................63

INCOME APPROACH..........................................................72

RECONCILIATION AND FINAL VALUE ESTIMATE..................................93

ASSUMPTIONS AND LIMITING CONDITIONS......................................95

CERTIFICATION OF APPRAISAL...............................................97

<PAGE>

                                                                   INTRODUCTION
- -------------------------------------------------------------------------------
IDENTIFICATION OF PROPERTY

      The Westside Pavilion shopping center is an enclosed and open air
regional mall located at the south side of Pico Boulevard, east and west of
Westwood Boulevard, in Los Angeles, California. The center was originally
constructed in 1985, and expanded in 1991. The center is comprised of a
three-level enclosed mall anchored by Robinson's-May, Nordstrom and Pavilions
market. The enclosed regional mall also includes retail stores, in addition to
a three-level open air mall (the expansion portion of the center.) The two
components of the center are connected by a pedestrian bridge which extends
across Westwood Boulevard. The total property comprises a total combined gross
leasable area of 755,912 square feet and covers a total land area of
approximately 15 acres. The portion under subject ownership (excluding
Robinson's-May) totals 535,912 gross leasable square feet on a site containing
9.16 acres.

      The Los Angeles County Assessor identifies the subject property as Parcel
Numbers 4255-28, 02 through 05, 09, 12 and 13, and 4256-01-25 through 27 
and 29.

PROPERTY OWNERSHIP AND RECENT HISTORY

      The property was acquired in July 1998 by Macerich from Westpal, LLC. The
total cash purchase price was $170,500,000, or $318.15 per square foot of GLA
purchased (535,912 sq.ft.). The buyer's analysis was based on estimated net
income for calendar year 1998 at $14,002,000, which indicates a going-in
overall rate of 8.2 percent. Based on year-end comparable mall store sales of
$373 per square foot, this equals a sales multiple of 0.85. The total marketing
period was about two months, with approximately six months total to close the
sale. According to Mr. Chris Hoffman of Eastdil Realty who marketed the
property, Macerich was not the highest bidder, but by a very small margin.
Macerich was selected because of the seller's confidence in the buyer and their
likelihood to close at the escrow price.

      According to Assessor's records, Westpal, LLC acquired the property
through a Quitclaim Deed recorded July 18, 1996 (Document No. 1159047.) This
entity was related to the previous owners, Westland Shopping Center, L.P., who
acquired the property (prior to expansion) in 1988 from another related entity,
Westfield (the developer of the original center.)

PURPOSE AND FUNCTION OF THE APPRAISAL

      The purpose of this appraisal report is to estimate the market value of
the leased fee estate in the property. The function of this appraisal is to
provide an independent valuation analysis to our client for financing purposes.

SCOPE OF THE APPRAISAL

      In the process of preparing this appraisal, we inspected the property,
interviewed a representative of the property ownership and management, reviewed
a detailed rent roll, reviewed lease abstracts and intent to lease documents,
reviewed the operating expense history and budgets, conducted market research
into asking rental rates for comparable space, obtained information regarding
leases recently negotiated, conducted market investigations, ascertained sale
prices of comparable properties, developed a value estimate by direct sales
comparison and prepared a detailed cash flow analysis for the
- -------------------------------------------------------------------------------

                                       1
<PAGE>

                                                                   INTRODUCTION
- -------------------------------------------------------------------------------
purpose of discounting a forecasted net income stream to a present value
estimate for a leased fee estate.

PROPERTY RIGHTS APPRAISED

      Leased fee interest.

DEFINITIONS OF VALUE, INTEREST APPRAISED, AND OTHER PERTINENT TERMS
      MARKET VALUE

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

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

      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.

      MARKET VALUE AS IS ON APPRAISAL DATE

      Value of the property appraised in the condition observed upon inspection
      and as it physically and legally exists without hypothetical conditions,
      assumptions, or qualifications on the effective date of appraisal.

DATE OF VALUE AND PROPERTY INSPECTION

      The date of value for this appraisal is July 13, 1998, the date of
inspection.
- -------------------------------------------------------------------------------

                                       2
<PAGE>

                                                                   INTRODUCTION
- -------------------------------------------------------------------------------
LEGAL DESCRIPTION

      According to a site survey prepared by Dubron and Associates (dated
September 19, 1991 with revisions) the property is legally described as
follows:

      Lots 1 through  7, of Tract No.  13061,  as per M.B.  358-24/25;  and
      lots 7 and 9, of Tract No. 11370, as per M.B. 277-43/44,  in the City
      of Los Angeles, County of Los Angeles, and State of California.
- -------------------------------------------------------------------------------

                                       3
<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.]



















                                 [REGIONAL MAP]



















<PAGE>

                                                              REGIONAL ANALYSIS
- -------------------------------------------------------------------------------
LOS ANGELES COUNTY OVERVIEW

      The subject property is located in the western portion of the City of Los
Angeles, in Los Angeles County, California. Los Angeles County is a densely
populated and extensively developed region that includes one of the most
significant industrial and commercial property markets in California and the
United States. The state and region are currently experiencing substantial
economic growth that is expected to continue to accelerate through the end of
1998. The physical, regional, demographic and economic characteristics of the
region influencing the subject property are briefly described below.

PHYSICAL BOUNDARIES

      Los Angeles County is located in the southwestern portion of California,
and is the industrial and commercial center of the Southern California region.
The county lies along approximately 70 miles of the Pacific Coast, extending
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. Roughly 50
percent of the county land is comprised of mountainous terrain that is neither
densely populated nor extensively developed. Ventura County borders Los Angeles
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. The county's
civic center is located in downtown Los Angeles.

POPULATION

      Los Angeles County is the largest county in California in terms of
residential population. Los Angeles County's January 1, 1998 estimated
population of 9,603,300 residents represents 28.9 percent of the statewide
population and 51 percent of the residential population within the six major
counties in Southern California.

The county experienced relatively modest population growth from 1980 to 1997 in
comparison to the other major counties in Southern California as well as the
overall statewide population. From 1990 to 1997, the county's average
population growth slowed to less than one percent per year, as compared to over
one percent per year compounded annually from 1980 to 1990. The relatively
slower pace of population growth in Los Angeles County over the past several
years reflects the more established nature of its residential and commercial
development within the county as well as the downturn in employment from
approximately 1990 to 1994.

      The county population is projected to increase by 3.7 percent from 1997
to 2002. This projection lags the projected population growth of 5.5 percent
for the state and most of the other major counties in Southern California. The
pace of population growth in the county is projected to be similar to the rate
of household formations, which reverses the historical trend of an increasing
household size for the countywide population. The most significant population
growth in Southern California is expected to occur in the Inland
- -------------------------------------------------------------------------------

                                       4
<PAGE>

<TABLE>
<CAPTION>
========================================================================================================================
                                                        WESTSIDE PAVILION
                                           REGIONAL ECONOMIC & DEMOGRAPHIC FACT SHEET 
========================================================================================================================
                                                                                             COMPOUND ANNUAL GROWTH RATE           
                                                                       1997           2002       1980-    1990-    1997- 
                                          1980          1990          (EST.)        (PROJ.)      1990     1997     2002  
- ------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>            <C>           <C>             <C>          <C>       <C>     <C>
POPULATION                                                                                                               
 Los Angeles County, CA                 7,477,507      8,863,164     9,210,790       9,555,105    1.7%      0.6%    0.7% 
 State of California                   23,667,910     29,760,022    32,015,178      33,761,848    2.3%      1.0%    1.1% 
 United States                        226,545,856    248,709,872   266,798,176     278,178,944    0.9%      1.0%    0.8% 
- ------------------------------------------------------------------------------------------------------------------------
HOUSEHOLDS                                                                                                               
 Los Angeles County, CA                 2,730,469      2,989,552     3,171,862       3,331,065   0.91%     0.85%   0.98% 
 State of California                    8,629,867     10,381,206    11,505,599      12,239,233   1.86%     1.48%   1.24% 
 United States                         80,389,688     91,947,408   101,517,136     107,281,800   1.35%     1.42%   1.11% 
- ------------------------------------------------------------------------------------------------------------------------
AVERAGE HOUSEHOLD INCOME                                                                                                 
 Los Angeles County, CA                   $31,909        $47,252       $69,128         $91,916   4.00%     5.59%   5.86% 
 State of California                      $31,389        $46,247       $66,166         $85,866   3.95%     5.25%   5.35% 
 United States                            $20,307        $38,453       $55,443         $71,098   6.59%     5.37%   5.10% 
- ------------------------------------------------------------------------------------------------------------------------
PER CAPITA INCOME                                                                                                        
 Los Angeles County, CA                   $11,949        $16,149       $24,190         $32,633   3.06%     5.94%   6.17% 
 State of California                      $11,683        $16,409       $24,178         $31,724   3.46%     5.69%   5.58% 
 United States                             $7,298        $14,420       $21,272         $27,797   7.05%     5.71%   5.50% 
- ------------------------------------------------------------------------------------------------------------------------
AGGREGATE INCOME (MILLIONS)                                                                                              
 Los Angeles County, CA                   $89,349       $143,131      $222,809        $311,812   4.82%     6.53%   6.95% 
 State of California                     $276,512       $488,332      $774,063      $1,071,061   5.85%     6.80%   6.71% 
 United States                         $1,653,332     $3,586,396    $5,675,331      $7,732,540   8.05%     6.78%   6.38% 
- ------------------------------------------------------------------------------------------------------------------------
NON-AGRICULTURAL EMPLOYMENT                                                                                              
(000'S)(1)                                                                                                               
 Los Angeles County, CA                     4,281          5,339         4,933           5,023   2.23%    -1.12%   0.36% 
 State of California                       12,209         16,482        16,438          18,006   3.05%    -0.04%   1.84% 
 United States                            109,024        134,394       146,074         158,852   2.11%     1.20%   1.69% 
- ------------------------------------------------------------------------------------------------------------------------
Source: Equifax National Decision Systems, Woods & Poole Economics, Inc. 
(1) Employment projection is as of 2005 
========================================================================================================================
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                                                     Southern California 
                                                                                                     DEMOGRAPHIC PROFILE 
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 Projections            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    10,381,208 
  1980 Census                 2,730,469    172,781       308,643       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%        6l8%          7.8% 
  $75,000 to $99,999               10.0%      15.0%          8.6%          8.2%       15.05%        9.4%         10.2% 
  $50,000 to $74,999               19.6%      26.9%         22.5%         22.0%        24.1%       21.6%         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%         11.8% 
  $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>

                                                              REGIONAL ANALYSIS
- -------------------------------------------------------------------------------
Empire counties of Riverside and San Bernardino. This is due in large part to
the relatively lower cost of housing in these areas.

INCOME AND AFFORDABILITY

Los Angeles County's household income and per capita income levels are similar
to the statewide figures and 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.

According to the California Association of Realtors, the January 1998 median
home price was $176,150 in Los Angeles County, a 9.95 percent increase from the
prior year. For California as a whole, the median price was $186,580. Although
Los Angeles County sold more homes than the other counties in Southern
California, the median home price was higher in both Orange County ($241,440)
and Ventura County ($229,300).

RETAIL SALES TRENDS

      The Los Angeles-Long Beach metropolitan area, consisting of Los Angeles
County, is the top ranked retail market in the United States according to a
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).

      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       $(`000,000'S)       % 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
- -------------------------------------------------------------------------------

                                       5
<PAGE>

                                                              REGIONAL ANALYSIS
- -------------------------------------------------------------------------------
EMPLOYMENT

      While the aerospace sector of the economy has continued to consolidate
during the past five years, 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. This has
sparked 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 employment levels during the period from
1992 through 1997.
 
<TABLE>
<CAPTION>
                                       EMPLOYMENT TRENDS
                                       (AVERAGE PER YEAR)
- -------------------------------------------------------------------------------------------
                        1992        1993        1994        1995        1996        1997
- -------------------------------------------------------------------------------------------
STATE OF CALIFORNIA
<S>                  <C>         <C>         <C>         <C>         <C>         <C>       
Labor Force          15,404,255  15,359,518  15,461,830  15,415,475  15,596,139  15,971,800
Employment           13,973,304  13,918,275  14,132,936  14,205,866  14,469,924  14,965,500
Unemployment          1,430,951   1,441,243   1,328,895   1,209,609   1,126,215   1,006,300
Unemployment Rate         9.30%       9.40%       8.60%       7.80%       7.20%        6.3%
- -------------------------------------------------------------------------------------------
LOS ANGELES COUNTY
Labor Force           4,503,804   4,404,104   4,366,207   4,359,656   4,415,428   4,496,700
Employment            4,062,416   3,970,748   3,957,037   4,016,191   4,052,561   4,189,200
Unemployment            441,388     433,356     409,170     343,465     362,867     307,500
Unemployment Rate         9.80%       9.80%       9.40%       7.90%       8.20%        6.8%
- -------------------------------------------------------------------------------------------
</TABLE>

Source: State of California Employment  Development Department Labor Market
        Information Division

The above chart shows that the state and the county of Los Angeles have
continued to reduce unemployment levels at an impressive pace.

      The unemployment rate as of May 1998 for the county was 6.1 percent, down
from 6.8 percent as of the end of 1997. The total number of jobs reached
4,271,100 in May 1998. This represents an increase of 81,900 jobs or 1.9
percent over the last five months.

EMPLOYMENT STATISTICS BY INDUSTRY

      Presented on the accompanying pages are the employment statistics by
industry for the state, Southern California, and Los Angeles County. As
indicated, California has experienced positive job growth since 1994 following
losses between 1990 and 1994. The trend was similar in Southern California and
Los Angeles County. The projected growth
- -------------------------------------------------------------------------------

                                       6
<PAGE>

TOTAL EMPLOYMENT STATISTICS
WOODS & POOLE ECONOMICS, INC.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
                                       1970         1980         1990         1994         1996
- --------------------------------------------------------------------------------------------------
<S>                                <C>          <C>          <C>          <C>          <C>
LOS ANGELES COUNTY          000's
- ------------------          -----
 Farm                                     7.63         8.40        11.62         8.12         8.05
 Agricultural Services, Other            17.31        29.86        27.86        29.19        29.26
 Mining                                  12.51        15.90        13.16         9.17         8.77
 Construction                           127.92       153.00       214.05       168.01       176.13
 Manufacturing                          824.30       938.63       894.03       683.12       675.01
 Transport, Comm., & Public Util        182.11       214.14       248.46       235.13       241.16
 Wholesale Trade                        208.38       286.98       339.45       288.89       303.07
 Retail Trade                           520.99       647.26       789.31       702.52       722.70
 Finance, Ins., & R.E.                  279.50       382.57       484.31       412.40       418.21
 Services                               750.49     1,134.26     1,784.03     1,717.53     1,801.57
 Federal Civilian Govt.                  72.66        74.74        74.62        68.77        69.46
 Federal Military Govt.                  45.88        29.73        43.02        28.34        27.47
 State and Local Govt.                  332.57       403.57       454.71       466.23       472.67
- --------------------------------------------------------------------------------------------------
 TOTAL                                3,382.25     4,319.04     5,378.63     4,817.42     4,953.53
- --------------------------------------------------------------------------------------------------

                       [RESTUBBED TABLE CONTINUED FROM ABOVE]

<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
                                       1997         1998         2000         2005         2010         2015         2020
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                <C>          <C>          <C>          <C>          <C>          <C>          <C>
LOS ANGELES COUNTY          000's
- ------------------          -----
 Farm                                     8.04         8.02         7.97         7.78         7.52         7.19         6.81
 Agricultural Services, Other            29.03        28.82        28.45        27.87        27.80        28.26        29.31
 Mining                                   8.73         8.68         8.58         8.38         8.27         8.28         8.43
 Construction                           177.04       177.34       178.13       181.31       186.60       194.46       205.43
 Manufacturing                          669.12       663.45       652.75       630.15       614.01       604.84       602.98
 Transport, Comm., & Public Util        240.51       239.28       237.04       233.02       231.47       232.67       236.90
 Wholesale Trade                        303.46       302.98       302.25       301.99       304.58       310.81       321.50
 Retail Trade                           720.88       716.93       709.89       697.83       694.41       700.49       717.01
 Finance, Ins., & R.E.                  422.39       425.57       432.13       449.96       470.49       494.46       522.64
 Services                             1,820.87     1,836.17     1,867.58     1,952.32     2,048.81     2,160.55     2,290.94
 Federal Civilian Govt.                  70.31        70.18        69.93        69.43        69.13        69.07        69.27
 Federal Military Govt.                  27.04        27.04        27.04        27.04        27.04        27.04        27.04
 State and Local Govt.                  473.02       472.09       470.80       471.20       477.26       489.59       508.91
- ----------------------------------------------------------------------------------------------------------------------------
 TOTAL                                4,970.44     4,976.55     4,992.54     5,058.28     5,167.39     5,327.71     5,547.17
- ----------------------------------------------------------------------------------------------------------------------------

                       [RESTUBBED TABLE CONTINUED FROM ABOVE]

<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
                                      CAGR      CAGR       CAGR        CAGR        CAGR        CAGR       CAGR
                                    1970-80   1980-90    1990-94    1994-1996   1996-1997   1997-1998   1998-2000
- -----------------------------------------------------------------------------------------------------------------
<S>                                <C>       <C>       <C>         <C>         <C>         <C>         <C>
LOS ANGELES COUNTY          000's
- ------------------          -----
 Farm                                 0.97%     3.30%      -3.52%      -0.09%      -0.01%      -0.02%     -0.06%
 Agricultural Services, Other         5.60%    -0.69%       0.47%       0.02%      -0.08%      -0.07%     -0.13%
 Mining                               2.43%    -1.87%      -3.55%      -0.45%      -0.05%      -0.06%     -0.12%
 Construction                         1.81%     3.41%      -2.39%       0.47%       0.05%       0.02%      0.04%
 Manufacturing                        1.31%    -0.49%      -2.65%      -0.12%      -0.09%      -0.09%     -0.16%
 Transport, Comm., & Public Util      1.63%     1.50%      -0.55%       0.25%      -0.03%      -0.05%     -0.09%
 Wholesale Trade                      3.25%     1.69%      -1.60%       0.48%       0.01%      -0.02%     -0.02%
 Retail Trade                         2.19%     2.00%      -1.16%       0.28%      -0.03%      -0.05%     -0.10%
 Finance, Ins., & R.E.                3.19%     2.39%      -1.59%       0.14%       0.10%       0.08%      0.15%
 Services                             4.22%     4.63%      -0.38%       0.48%       0.11%       0.08%      0.17%
 Federal Civilian Govt.               0.28%    -0.02%      -0.81%       0.10%       0.12%      -0.02%     -0.04%
 Federal Military Govt.              -4.25%     3.76%      -4.09%      -0.31%      -0.16%       0.00%      0.00%
 State and Local Govt.                1.95%     1.20%       0.25%       0.14%       0.01%      -0.02%     -0.03%
- -----------------------------------------------------------------------------------------------------------------
 TOTAL                                2.48%     2.22%      -1.10%       0.28%       0.03%       0.01%      0.03%
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

EMPLOYMENT STATISTICS
WOODS & POOLE ECONOMICS, INC.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
                                       1970         1980         1990         1994         1996         1997         1998
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                <C>          <C>          <C>          <C>          <C>          <C>          <C>
SOUTHERN CALIFORNIA
- -------------------
 Farm                                 54.67         59.74        57.15        54.72        54.52        54.52        54.48
 Agricultural Services, Other         35.38         72.85        96.42        97.12        99.43        99.88        99.90
 Mining                               19.88         26.30        23.97        18.72        18.26        18.39        18.41
 Construction                        203.96        307.58       504.76       390.79       414.38       418.30       424.55
 Manufacturing                     1,084.77      1,368.62     1,427.21     1,153.89     1,161.48     1,167.58     1,161.92
 Transport, Comm., & Public Util     242.71        313.76       395.28       385.73       400.02       402.00       402.80
 Wholesale Trade                     254.60        384.74       536.98       491.95       526.99       533.07       540.30
 Retail Trade                        799.39      1,129.65     1,527.56     1,442.85     1,503.20     1,511.78     1,518.44
 Finance, Ins., & R.E.               410.49        652.07       870.33       774.11       791.02       797.58       813.78
 Services                          1,070.88      1,779.42     3,052.84     3,065.82     3,246.67     3,277.53     3,351.81
 Federal Civilian Govt.              145.57        157.27       173.87       160.04       162.30       163.60       164.68
 Federal Military Govt.              273.47        217.70       236.45       196.62       183.72       177.68       177.25
 State and Local Govt.               529.54        713.27       848.48       883.66       900.67       903.86       908.63
  TOTAL                            5,125.31      7,182.97     9,751.30     9,116.02     9,462.66     9,525.77     9,636.95

STATE OF CALIFORNIA
- -------------------
 Farm                                255.79        281.33       266.40       267.63       267.70       267.99       268.20
 Agricultural Services, Other         94.32        204.78       280.14       308.28       318.62       320.75       322.93
 Mining                               35.58         54.08        56.66        46.87        46.64        47.30        47.90
 Construction                        364.55        566.24       914.09       737.84       773.06       782.08       791.87
 Manufacturing                     1,594.49      2,074.06     2,229.43     1,880.76     1,905.25     1,911.43     1,917.40
 Transport, Comm., & Public Util     485.33        592.66       722.07       713.90       736.95       739.88       744.35
 Wholesale Trade                     418.88        628.53       858.25       793.46       837.36       846.85       857.02
 Retail Trade                      1,379.88      2,003.31     2,699.65     2,624.65     2,720.45     2,741.57     2,765.36
 Finance, Ins., & R.E.               721.78      1,140.09     1,453.15     1,333.92     1,362.60     1,380.92     1,400.75
 Services                          1,823.07      3,052.06     5,117.46     5,235.17     5,516.85     5,609.81     5,709.29
 Federal Civilian Govt.              329.58        335.46       365.24       332.41       315.22       310.97       310.61
 Federal Military Govt.              467.88        340.25       365.93       289.46       258.61       243.06       243.06
 State and Local Govt.             1,053.79      1,421.96     1,700.31     1,778.24     1,812.80     1,824.17     1,840.09
- --------------------------------------------------------------------------------------------------------------------------
  TOTAL                            9,024.92     12,694.81    17,028.80    16,342.59    16,872.12    17,026.78    17,218.83
- --------------------------------------------------------------------------------------------------------------------------

Percentage Share
SOUTHERN CALIFORNIA & STATE OF CALIFORNIA
- -----------------------------------------
 Farm                                 21.4%         21.2%        21.5%        20.4%        20.4%        20.3%        20.3%
 Agricultural Services, Other         37.5%         35.6%        34.3%        31.5%        31.2%        31.1%        30.9%
 Mining                               55.9%         48.6%        42.3%        39.9%        39.2%        38.9%        38.4%
 Construction                         55.9%         54.3%        55.2%        53.0%        53.6%        53.5%        53.6%
 Manufacturing                        68.0%         66.0%        64.0%        61.4%        61.0%        61.1%        60.6%
 Transport, Comm., & Public Util      50.0%         52.9%        54.7%        54.0%        54.3%        54.3%        54.1%
 Wholesale Trade                      60.8%         61.2%        62.6%        62.0%        62.9%        62.9%        63.0%
 Retail Trade                         57.9%         56.4%        56.6%        55.0%        55.3%        55.1%        54.9%
 Finance, Ins., & R.E.                56.9%         57.2%        59.9%        58.0%        58.1%        57.8%        58.1%
 Services                             58.7%         58.3%        59.7%        58.6%        58.9%        58.4%        58.7%
 Federal Civilian Govt.               44.2%         46.9%        47.6%        48.1%        51.5%        52.6%        53.0%
 Federal Military Govt.               58.4%         64.0%        64.6%        67.9%        71.0%        73.1%        72.9%
 State and Local Govt.                50.3%         50.2%        49.9%        49.7%        49.7%        49.5%        49.4%
- --------------------------------------------------------------------------------------------------------------------------
  TOTAL                               56.8%         56.5%        57.3%        55.8%        56.1%        55.9%        56.0%
- --------------------------------------------------------------------------------------------------------------------------



<PAGE>
                       [RESTUBBED TABLE CONTINUED FROM ABOVE]

<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
                                                CAGR      CAGR       CAGR        CAGR        CAGR        CAGR       CAGR
                                       2000    1970-80   1980-90    1990-94    1994-1996   1996-1997   1997-1998   1998-2000
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>          <C>       <C>         <C>         <C>         <C>         <C>         <C>
SOUTHERN CALIFORNIA
- -------------------
 Farm                                  54.35     0.89%    -0.44%     -0.43%      -0.04%       0.00%      -0.01%      -0.02%
 Agricultural Services, Other         100.46     7.49%     2.84%      0.07%       0.24%       0.05%       0.00%       0.06%
 Mining                                18.52     2.84%    -0.92%     -2.44%      -0.25%       0.07%       0.01%       0.06%
 Construction                         435.50     4.19%     5.08%     -2.53%       0.59%       0.09%       0.15%       0.25%
 Manufacturing                      1,162.36     2.35%     0.42%     -2.10%       0.07%       0.05%      -0.05%       0.00%
 Transport, Comm., & Public Util      405.86     2.60%     2.34%     -0.24%       0.36%       0.05%       0.02%       0.08%
 Wholesale Trade                      554.44     4.22%     3.39%     -0.87%       0.69%       0.11%       0.13%       0.26%
 Retail Trade                       1,536.05     3.52%     3.06%     -0.57%       0.41%       0.06%       0.04%       0.12%
 Finance, Ins., & R.E.                838.01     4.74%     2.93%     -1.16%       0.22%       0.08%       0.20%       0.29%
 Services                           3,463.14     5.21%     5.55%      0.04%       0.57%       0.09%       0.22%       0.33%
 Federal Civilian Govt.               165.13     0.78%     1.01%     -0.83%       0.14%       0.08%       0.07%       0.03%
 Federal Military Govt.               177.25    -2.25%     0.83%     -1.83%      -0.68%      -0.33%      -0.02%       0.00%
 State and Local Govt.                917.94     3.02%     1.75%      0.41%       0.19%       0.04%       0.05%       0.10%
  TOTAL                             9,829.01     3.43%     3.10%     -0.67%       0.37%       0.07%       0.12%       0.20%

STATE OF CALIFORNIA
- -------------------
 Farm                                 268.42     0.96%    -0.54%      0.05%       0.00%       0.01%       0.01%       0.01%
 Agricultural Services, Other         327.41     8.06%     3.18%      0.96%       0.33%       0.07%       0.07%       0.14%
 Mining                                49.03     4.28%     0.47%     -1.88%      -0.05%       0.14%       0.13%       0.23%
 Construction                         811.75     4.50%     4.91%     -2.12%       0.47%       0.12%       0.12%       0.25%
 Manufacturing                      1,928.77     2.66%     0.72%     -1.69%       0.13%       0.03%       0.03%       0.06%
 Transport, Comm., & Public Util      753.38     2.02%     1.99%     -0.11%       0.32%       0.04%       0.06%       0.12%
 Wholesale Trade                      877.83     4.14%     3.16%     -0.78%       0.54%       0.11%       0.12%       0.24%
 Retail Trade                       2,813.69     3.80%     3.03%     -0.28%       0.36%       0.08%       0.09%       0.17%
 Finance, Ins., & R.E.              1,440.74     4.68%     2.46%     -0.85%       0.21%       0.13%       0.14%       0.28%
 Services                           5,911.65     5.29%     5.30%      0.23%       0.53%       0.17%       0.18%       0.35%
 Federal Civilian Govt.               309.88     0.18%     0.85%     -0.94%      -0.53%      -0.14%      -0.01%      -0.02%
 Federal Military Govt.               243.06    -3.14%     0.73%     -2.32%      -1.12%      -0.62%       0.00%       0.00%
 State and Local Govt.              1,872.38     3.04%     1.80%      0.45%       0.19%       0.06%       0.09%       0.17%
- ----------------------------------------------------------------------------------------------------------------------------
  TOTAL                            17,607.99     3.47%     2.98%     -0.41%       0.32%       0.09%       0.11%       0.22%
- ----------------------------------------------------------------------------------------------------------------------------

Percentage Share
SOUTHERN CALIFORNIA & STATE OF CALIFORNIA
- -----------------------------------------
 Farm                                  20.2%    -0.06%     0.10%     -0.48%      -0.04%      -0.01%      -0.02%      -0.03%
 Agricultural Services, Other          30.7%    -0.53%    -0.33%     -0.88%      -0.09%      -0.02%      -0.07%      -0.08%
 Mining                                37.8%    -1.38%    -1.38%     -0.57%      -0.20%      -0.07%      -0.12%      -0.17%
 Construction                          53.6%    -0.29%     0.16%     -0.42%       0.12%      -0.02%       0.02%       0.01%
 Manufacturing                         60.3%    -0.30%    -0.30%     -0.42%      -0.06%       0.02%      -0.08%      -0.06%
 Transport, Comm., & Public Util       53.9%     0.57%     0.34%     -0.13%       0.05%       0.01%      -0.04%      -0.04%
 Wholesale Trade                       63.2%     0.07%     0.22%     -0.09%       0.15%       0.00%       0.02%       0.02%
 Retail Trade                          54.6%    -0.27%     0.03%     -0.29%       0.05%      -0.02%      -0.04%      -0.06%
 Finance, Ins., & R.E.                 58.2%     0.06%     0.46%     -0.31%       0.00%      -0.05%       0.06%       0.01%
 Services                              58.6%    -0.07%     0.23%     -0.18%       0.05%      -0.07%       0.05%      -0.02%
 Federal Civilian Govt.                53.3%     0.60%     0.15%      0.11%       0.67%       0.22%       0.08%       0.05%
 Federal Military Govt.                72.9%     0.91%     0.10%      0.50%       0.45%       0.29%      -0.02%       0.00%
 State and Local Govt.                 49.0%    -0.02%    -0.05%     -0.04%       0.00%      -0.03%      -0.03%      -0.07%
- ----------------------------------------------------------------------------------------------------------------------------
  TOTAL                                55.8%    -0.04%     0.12%     -0.26%       0.05%       -0.02       0.00%      -0.03%
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                                              REGIONAL ANALYSIS
- -------------------------------------------------------------------------------
from 1998 to 2000 will be moderate at 0.03 percent in Los Angeles County, 0.20
percent in Southern California and 0.22 percent in California.

      Minor job losses are projected to occur in agriculture, mining,
manufacturing, transportation, communications, public utilities, wholesale and
retail trade and government. Gains are projected in construction, finance,
insurance, real estate, and services.

EMPLOYMENT SECTORS

      The three major employment sectors in Los Angeles County are 1) services;
2) trade, and 3) manufacturing. These sectors are discussed below.

      SERVICES

      The services sector reported a civilian workforce of 4,204,900 for the
state of California in April of 1998. This figure increased 4.6 percent from
the April 1997 level of 4,018,200. In Los Angeles County, the services sector
employed 1,304,700 as of April 1998, representing a 3.4 percent increase from
the 1997 level. The services sector includes entertainment, healthcare,
lodging, and personal services.

      The entertainment industry has experienced significant growth over the
past few years as a result of both 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.

      In an effort to meet the growing demand for multi-media products and
services, the local entertainment industry has recently been investing in new
production facilities in Hollywood, West Los Angeles, and the cities of
Glendale and Burbank. Leading companies such as Walt Disney Company, MCA, Sony
Pictures, SKG Dreamworks Company, Warner Brothers and NBC Studios 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 products and the ongoing evolution of the cable
television industry.

      The demand for production studio space has become so substantial in
recent years that existing facilities were not sufficient for the film
industry. This industry's expansion was constrained by the limited available
land in the Hollywood/Glendale/Burbank area which has traditionally attracted
entertainment companies. Shamrock Holdings, controlled by Roy Disney, recently
acquired a 22.5-acre site in Manhattan Beach that was formerly owned by TRW.
The site is located on Rosecrans Avenue and will be developed with a new motion
picture studio in four phases. This incursion of the entertainment industry to
the South Bay is expected to bring high-paying employment opportunities to this
area.

      Within the services sector is the health services segment. The Los
Angeles area is home to some of the most advanced 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
- -------------------------------------------------------------------------------

                                       7
<PAGE>

                                                              REGIONAL ANALYSIS
- -------------------------------------------------------------------------------
hospitals. This trend is expected to continue over the next few years.
According to the California State Employment Development Department, health
services employment in Los Angeles County totaled 291,100 jobs as of April
1998, up 13.6 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, in
both total number employed and in its percentage of employment within the
county.

      As discussed previously, Los Angeles County is considered to be a very
attractive retail market on a nationwide basis as it compares favorably to
other metropolitan areas in terms of total population, total effective buying
income, and total retail sales. The retail employment sector experienced an
increase in the number of jobs during the past year, with total employment
increasing in both wholesale and retail. The county's retail trade employment
was 597,900 in April 1998, up 2 percent from 586,300 in April 1997. Wholesale
trade increased its total workforce from 263,000 in April 1997 to 270,000 in
April 1998, an increase of 2.2 percent.

      One of the primary catalysts for growth within the trade sector has been
the increased 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. This is an increase of nearly 15 percent from
1994. The Los Angeles Customs District is the largest customs district in the
country in terms of the dollar value of annual two-way trade. Presented below
are the freight volumes for the Los Angeles/Long Beach Ports and Los Angeles
International Airport.

                   FREIGHT VOLUMES FOR LOS ANGELES AREA PORTS
                         HISTORICAL 1985-1997 (IN TONS)

<TABLE>
<CAPTION>
  --------------------------------------------------------------------------
                                                               L.A. INT'L.
          LONG BEACH HARBOR          LOS ANGELES HARBOR         AIRPORT
         -------------------------------------------------------------------
          IMPORT     EXPORT         IMPORT     EXPORT            TOTAL
   YEAR   (000'S)   (000'S)         (000'S)    (000'S)         AIRFREIGHT
  --------------------------------------------------------------------------
   <S>    <C>        <C>            <C>         <C>             <C>    
   1985   39,954     17,055         22,426      23,113          784,064
  --------------------------------------------------------------------------
   1986   42,011     17,300         34,128      20,820          865,862
  --------------------------------------------------------------------------
   1987   44,796     18,801         37,373      23,960         1,003,249
  --------------------------------------------------------------------------
   1988   49,017     19,873         41,010      25,200         1,058,919
  --------------------------------------------------------------------------
   1989   53,562     21,200         43,097      26,026         1,099,974
  --------------------------------------------------------------------------
   1990   50,587     21,811         44,151      26,909         1,131,119
  --------------------------------------------------------------------------
   1991   53,000     23,124         44,596      26,314         1,095,580
  --------------------------------------------------------------------------
   1992   48,241     23,093         40,931      26,367         1,202,317
  --------------------------------------------------------------------------
   1993   54,001     25,009         45,137      23,527         1,288,503
  --------------------------------------------------------------------------
   1994   59,567     27,498         43,439      21,578         1,703,445
  --------------------------------------------------------------------------
   1995   58,882     32,437         58,762      22,359         1,760,995
  --------------------------------------------------------------------------
   1996   67,148     32,329           N/A        N/A           1,895,754
  --------------------------------------------------------------------------
   1997   73,369     31,372           N/A        N/A           2,064,897
  --------------------------------------------------------------------------
  SOURCE: LONG BEACH AND LOS ANGELES PORT AUTHORITIES, AND LOS ANGELES
          DEPARTMENT OF AIRPORTS
</TABLE>
- -------------------------------------------------------------------------------

                                       8
<PAGE>

                                                              REGIONAL ANALYSIS
- -------------------------------------------------------------------------------
      The port operators' focus on technological advancements such as larger
cargo cranes and dockside rail connections have been significant factors behind
the growth in international trade through the Ports of Los Angeles and Long
Beach. The proposed development of Los Angeles County's Alameda Corridor is
another example of the area's commitment to improving port efficiency. The
Alameda Corridor will be a rail service from the ports to downtown Los Angeles
with connections to the vast rail system in Southern California.

      MANUFACTURING

      Manufacturing has historically provided a strong base for the Los Angeles
area economy. The county maintains its position as the nation's largest
manufacturing center. However, manufacturing employment decreased by 18.8
percent from 1990 to 1995 largely reflecting major cutbacks within the
aerospace/defense industry. Seattle-based Boeing Company's December 1996
acquisition of McDonnell Douglas Corporation, with approximately 10,000
employees in its Long Beach plant, was generally perceived as a positive sign
for employment in Los Angeles County. McDonnell Douglas failed to be awarded a
number of major contracts, while Boeing has been successful in several
significant commercial and defense contracts. Boeing 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 had expected
to have approximately 200,000 total employees nationally. However, Boeing's
first quarter results fell below expectation due to competition. In March 1998,
Boeing announced layoffs of approximately 7,000 employees in its Long Beach
plant due to cancellation of the McDonnell Douglas aircraft contracts.

      Major defense programs currently in progress in the Los Angeles County
area include the B-2 Bomber (Northrop in Lancaster), the C-17 Transport jet
(McDonnell Douglas in Long Beach), and the F/A18 Fighter aircraft (Northrop in
El Segundo). The county's manufacturing employment has continued to increase
throughout 1997 and 1998. The April 1997 workforce totaled 659,300 and
increased to 680,700 in April 1998. This was an increase of 3.2 percent
according to the Employment Development Department.

      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 that have resulted in increased
employment within the non-defense divisions of these firms. TRW has recently
completed the development and testing phases for a new communications satellite
called Odyssey. This 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.

PUBLIC TRANSPORTATION SYSTEMS

      An extensive freeway system, an expanding mass transit system, and
several airport facilities serve the Los Angeles area. The Southern California
freeway network, and
- -------------------------------------------------------------------------------

                                       9
<PAGE>

Non-Residential Construction Activity - Permits Issued & Valuation
New Commercial, Industrial, Other, and Non-residential Alterations & Additions
1990-1998

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                  
COUNTY NAME                    1990          1991          1992         1993          1994          1995          1996      
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>           <C>           <C>           <C>           <C>           <C>           <C>           
LOS ANGELES                
  Dollar Volume ($1,000S)  3,831,079.4   2,739,595.5   2,135,069.9   2,176,509.5   2,292,921.0   1,993,022.7   2,105,856.8   
    % Change                        --        -28.5%          1.9%          1.9%          5.3%        -13.1%          5.7%   
- ----------------------------------------------------------------------------------------------------------------------------------
VENTURA                    
  Dollar Volume ($1,000S)    234,311.1     178,910.7     154,874.3     179,138.3     157,061.3     187,023.2     186,329.6   
    % Change                        --        -23.6%        -13.4%         15.7%        -12.3%         19.1%         -0.4%   
- ----------------------------------------------------------------------------------------------------------------------------------
SAN BERNARDINO             
  Dollar Volume ($1,000S)    695,238.2     560,702.4     290,450.4     302,210.9     368,012.1     411,130.7     397,495.8   
    % Change                        --        -19.4%        -48.2%          4.0%         21.8%         11.7%         -3.3%   
- ----------------------------------------------------------------------------------------------------------------------------------
RIVERSIDE                  
  Dollar Volume ($1,000S)    627,363.9     456,336.7     433,448.2     247,483.2     243,470.2     333,724.6     317,540.2   
    % Change                        --        -27.3%         -5.0%        -42.9%         -1.6%         37.1%         -4.8%   
- ----------------------------------------------------------------------------------------------------------------------------------
ORANGE                     
  Dollar Volume ($1,000S)  1,172,651.4     797,468.8     567,121.2     496,729.3     560,556.3     582,712.1     760,810.1   
    % Change                        --        -32.0%        -28.9%        -12.4%         12.8%          4.0%         30.6%   
==================================================================================================================================
TOTAL AREA                 
  Dollar Volume ($1,000S)  6,560,644.0   4,733,014.1   3,580,964.0   3,402,071.2   3,622,020.9   3,507,613.3   3,768,032.5   
    % Change                        --        -27.9%        -24.3%         -5.0%          6.5%         -3.2%          7.4%   
==================================================================================================================================
</TABLE>                 
                     (RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
                                        Apr. (4 months)   5-YEAR       8-YEAR    
                              1997            1998       AVERAGE+     AVERAGE^      
- -------------------------------------------------------------------------------
<S>                        <C>             <C>          <C>        <C>      
LOS ANGELES
  Dollar Volume ($1,000S)  2,237,293.0     938,617.0    2,161,121    2,438,918
    % Change                      6.2%            --           --           --
- -------------------------------------------------------------------------------
VENTURA
  Dollar Volume ($1,000S)    200,494.0      65,143.0      182,009      184,768
    % Change                      7.6%            --           --           --
- -------------------------------------------------------------------------------
SAN BERNARDINO
  Dollar Volume ($1,000S)    527,367.0     172,578.0      401,243      444,076
    % Change                     32.7%            --           --           --
- -------------------------------------------------------------------------------
RIVERSIDE      
  Dollar Volume ($1,000S)    516,953.0   1,857,708.0      331,834      397,040
    % Change                     62.8%            --           --           --
- -------------------------------------------------------------------------------
ORANGE
  Dollar Volume ($1,000S)  1,079,687.0     344,762.0      696,099      752,217
    % Change                     41.9%            --           --           --
===============================================================================
TOTAL AREA
  Dollar Volume ($1,000S)  4,561,794.0   3,378,808.0  3,772,306.4  4,217,019.3
    % Change                     21.1%            --           --           --
===============================================================================
</TABLE>

+   -(5-years) Based on 1993-1997 valuation figures
^   -(8-years) Based on 1990-1990 valuation figures

Source: Construction Industry Research Board

<PAGE>
                                                              REGIONAL ANALYSIS
- -------------------------------------------------------------------------------
specifically the network in the Los Angeles area, is one of the largest 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 currently in
operation include the following:

         METRO BLUE LINE, extending for 22 miles from downtown Los Angeles to
         Long Beach;

         METRO RED LINE, extending for approximately 4.4 miles from downtown
         Los Angeles to the Westlake/MacArthur Park area; and

         METRO GREEN LINE, extending 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 from downtown
Los Angeles to: 1) Moorpark in Ventura County (47 miles); 2) Lancaster/Palmdale
in north Los Angeles County (60 miles); 3) San Bernardino (57 miles); 4)
Downtown Riverside (58 miles); and 5) San Diego.

      Public bus and train transportation is also available. Bus service is
provided by the Metropolitan Transit Authority and train service is 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.

CONSTRUCTION TRENDS

      According to the Construction Industry Research Board (CIRB),
non-residential construction activity (by dollar valuation) for the state of
California was $3.056 billion in April 1998, up 2.4 percent from March and up
14.2 percent from last year. Total construction activity in the state was $11.9
billion for the first four months of this year, an increase of 11.6 percent
compared to the first four months of 1997. For Los Angeles County, the first
four months of this year showed total non-residential construction valuations
of $690.4 million, 22.6 percent of the state's total.
- -------------------------------------------------------------------------------

                                      10
<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.]









                               [NEIGHORHOOD MAP]









<PAGE>

                                                              REGIONAL ANALYSIS
- -------------------------------------------------------------------------------
      Presented on the accompanying pages are CIRB's non-residential
construction activity for the various Southern California counties. The permit
activity is from 1990 through the first four months of 1998. For Los Angeles
County, construction activity declined severely in 1991 and 1992 followed by
moderate increases in 1993 and 1994. In 1995, the activity declined 13.1
percent before increasing again in 1996 and 1997. From 1990 to 1997, the
construction activity in the county declined 41.6 percent.

WEST LOS ANGELES

      LOCATION OVERVIEW

      The subject property is located in the West Los Angeles area of the City
of Los Angeles, an area which comprises one of the more important commercial
and retail centers in the greater Los Angeles region. The West Los Angeles area
is generally bordered by Venice Boulevard to the south, Bundy Drive/Centinella
Avenue to the west, Sunset Boulevard to the north, and La Cienega Boulevard to
the east. West Los Angeles incorporates the relatively affluent residential
cities/communities of Bel Air, Beverly Hills, Brentwood, and West Hollywood, as
well as the important commercial centers of Century City, Santa Monica, and
Westwood Village. The subject area of West Los Angeles is the region bordered
to the north by Olympic Boulevard, to the west by the San Diego Freeway, to the
south by the Santa Monica Freeway, and to the east by Beverly Glen Boulevard.
The subject area is located approximately ten miles west of downtown Los
Angeles, five miles east of the Pacific Ocean at Santa Monica, and seven miles
north of Los Angeles International Airport. The subject area of West Los
Angeles is extensively developed with a mix of residential, commercial, and
retail oriented properties.

      WEST LOS ANGELES TRAFFIC MITIGATION

      The Department of Transportation (DOT) of the City of Los Angeles
coordinates traffic studies and planning, and released an environmental impact
report (EIR) of a new traffic control plan for West Los Angeles. The new plan
is to replace the current Westwood/West Los Angeles Interim Traffic Control
Ordinance No. 170389 (ICO). The new plan is based on extensive studies of
traffic flows which will require mitigation through different measures
including street improvements, ride sharing, and public transportation plans.
The new traffic control ordinance will include the Century City district, and
is to incorporate a comprehensive plan for traffic circulation throughout the
westside. The ICO currently addresses traffic issues in West Los Angeles,
Westwood, Brentwood, and Pacific Palisades (excludes Century City). The
existing ICO and pending new ordinance assess fees for new development based on
trip generation (Trips under this ordinance are calculated differently from
Trips under the Century City Specific Plan), with revenues to pay for
mitigation measures.

      The mitigation measures and the costs for traffic mitigation represent
one of the most significant "hurdles" in the entitlement process for proposed
new developments in the subject's market area. Although a planned development
may conform to existing zoning requirements in terms of use, density, and other
physical characteristics, the existing physical infrastructure, particularly
for vehicular traffic, is not considered sufficient to support major new
projects. Developers of larger-scale projects in this area are almost routinely
required to file Environmental Impact Reports (EIR), which, in addition to many
other factors, must identify negative "significant" traffic impacts from the
proposed project and
- -------------------------------------------------------------------------------

                                      11

<PAGE>

                                                              REGIONAL ANALYSIS
- -------------------------------------------------------------------------------
related projects, and to include measures which will reduce the impacts to an
"insignificant" level.

CONCLUSION

      Los Angeles County is the major industrial and commercial center in
Southern California. The region's diversified and highly skilled employment
base has had a significant role in establishing Los Angeles County as the focal
point for industrial and commercial 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 aerospace/defense industry has
downsized in Los Angeles County while the sectors of entertainment, health
care, and international trade have experienced significant new growth.

      After the recessionary conditions of the first portion of this decade,
economic activity in Los Angeles County has improved significantly and is
projected to increase steadily in the foreseeable future. After four
consecutive years of declining prices, the recent increase in home prices in
Los Angeles County is expected to have a favorable impact on business activity
within the county. The current and anticipated expansions by the entertainment,
international trade, and services sectors are projected to increase employment
opportunities within the region. As the economy continues to expand in Los
Angeles County, large scale retail properties like the subject will benefit
from its location within this region.
- -------------------------------------------------------------------------------

                                      12
<PAGE>

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------
TRADE AREA DEFINED

      A retail center's trade area contains people who are likely to purchase
the goods a particular retail center has to offer. These customers are drawn by
a given class of goods and services from a particular tenant mix. A center's
fundamental drawing power comes from the strength of the anchor tenants as well
as the regional and local tenants which complement and support the anchors. A
successful combination of these elements creates a destination for customers
seeking a variety of goods and services while enjoying the comfort and
convenience of an integrated shopping environment.

SCOPE OF THE TRADE AREA

      A retail center's sales are traditionally generated from within its
primary trade area, which is typically within reasonably close geographic
proximity to the center. Generally, between 55 and 65 percent of a center's
sales are generated within its primary trade area. The secondary trade area
generally refers to more outlying areas which provide less frequent customers
to the center. Residents within the secondary trade area would be more likely
to shop closer to home due to time and travel constraints. Typically, an
additional 20 to 25 percent of a center's sales will be generated from within
the secondary area. The peripheral trade area refers to more distant areas from
which occasional customers to the shopping center reside. These residents may
be drawn to the center by a particular service or store which is not found
locally such as the subject Nordstrom or Robinson's-May department stores.
Industry experience shows that between 10 and 15 percent of a center's sales
are derived from customers residing outside of the trade area. This potential
is commonly referred to as "in-flow.

      In our analysis of the subject we have considered the anchor tenants, the
subject's overall tenant mix, the site and location of the subject center, and
the subject's competitive position in its marketplace.

      The primary trade area for an urban regional shopping center of the
subject's size and tenancy usually covers a range from three to ten miles from
the center. Limitations on the extent of the subject's primary and secondary
trade area include the existence of directly competitive regional shopping
centers to the north and east, and the "perceived" physical boundary of the
Santa Monica Mountain range to the north, which provides a physical division
between the San Fernando Valley and West Los Angeles. Although the San Fernando
Valley area is located within roughly a seven- to 10-mile radius of the
subject, the north/south transportation corridors between the Valley and the
West Los Angeles market are more limited and do not provide as direct access as
the east/west corridors within the Valley and the Westside. Although there is
some "crossover" these two areas of Los Angeles are generally considered to
represent separate trade areas.

COMPETITIVE RETAIL SUPPLY

      There are several retail centers within the West Los Angeles area retail
market that are considered to compete with the subject property based on the
quality of their anchors, the in-line tenant mix, and the overall shopping
environment. There are 13 regional centers in the area which compete with the
subject property to some degree. These malls are
- -------------------------------------------------------------------------------

                                      13
<PAGE>

                                                        RETAIL MARKET ANALYSIS
- ------------------------------------------------------------------------------

summarized in the chart on the accompanying page, and the locations of each 
in relation to the subject is shown on the corresponding map. 

   The subject property, Westside Pavilion, consists of a good quality 
regional mall in an excellent westside location. The property competes with 
many other retail centers for consumer dollars in the West Los Angeles Area. 
The subject property is anchored by Nordstrom and Robinson's-May and provides 
a very competitive mix of in-line tenants and amenities for potential patrons 
of the center, including a food court, a multi-screen movie theater, and a 
Von's Pavilion grocery store. The subject provides an attractive and 
convenient shopping environment. The interior design includes distinctive 
floor coverings, attractive landscaping in the common areas and the extensive 
use of skylights. The west expansion area is three-story open-air 
construction wherein most of the current vacant in-line space is located. The 
immediate subject area is densely developed with a concentration of 
commercial/retail uses, most of which are targeted toward the neighborhood 
residents and workday populations. The subject property benefits from good 
freeway access to outlying areas by way of the Santa Monica Freeway and the 
San Diego Freeway, located about one mile south and west of the subject 
respectively. 

   The subject Nordstrom anchor is not duplicated in any westside mall, with 
the next closest Nordstrom located about 11 miles south of the subject at the 
South Bay Galleria. The subject's Robinson's-May anchor is duplicated at 
Santa Monica Place (5 miles west) and Fox Hills Mall (4 miles south). The 
dominant malls in the westside area in terms of sales volumes are Century 
City Shopping Center (1.5 miles northeast) and Beverly Center (4 miles 
northeast). These two dominant malls somewhat limit the subject's market 
penetration to the north and northeast. The trade area to the south, 
southwest, and southeast is more extensive, with a primary trade area of at 
least five miles. 

   From a location standpoint, the subject competes most directly with 
Century City Shopping Center, Beverly Center, Santa Monica Place and Fox 
Hills Mall. From a price point view, the subject competes with the first 
three centers named above, plus Sherman Oaks Fashion Square. We have 
attempted to illustrate this in the chart below, as requested by the client. 

<TABLE>
<CAPTION>
                                                       LOCATION 
                               -------------------------------------------------------- 
                                       PRIMARY                     SECONDARY 
                               ----------------------  -------------------------------- 

<S>              <C>           <C>                     <C>
                               Century City,           Northridge Fashion Center, 
                 PRIMARY       Beverly Center,         Glendale Galleria, 
                               Santa Monica Place      Sherman Oaks Fashion Square, 
                                                       Galleria at South Bay 
PRICE POINT     -----------------------------------------------------------------------
                                                       Topanga Plaza, 
                SECONDARY      Fox Hills Mall          Promenade at Woodland Hills, 
                                                       Fallbrook 
- ---------------------------------------------------------------------------------------
</TABLE>

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

                                       14

<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.]









                               [COMPETITION MAP]









<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================
COMPETITIVE RETAIL PROPERTIES
WESTSIDE PAVILION
- ------------------------------------------------------------------------------------------------------------------------------------
                                                            GLA         GLA     YEAR                       MALL    REPORTED   MILES
                   PROPERTY NAME/                           WITH      WITHOUT  OPENED/  NUMBER  ENCLOSED/  SHOP     SALES     FROM 
                      LOCATION             ANCHORS         ANCHORS    ANCHORS   REN.    STORES   LEVELS    OCCUP.    PSF     SUBJECT
====================================================================================================================================
<S>  <C>                                <C>                <C>        <C>       <C>      <C>       <C>       <C>     <C>     <C>   
1    Beverly Center                     Bloomingdale's     900,000    575,000   1982     200       Yes/      90%     $420    4.0 NE
     La Cienega & San Vicente               Macy's                                                  4
     Los Angeles, CA                    Cineplex Odeon
- ------------------------------------------------------------------------------------------------------------------------------------
2    Beverly Connection                 General Cinema     254,302    60,207    1988     28        Yes/     100%     $470    4.0 NE
     SEC Beverly &                          Ralph's                                                 2
     La Cienega Blvd.                    Rexall Drugs
     Los Angeles, CA                     The Good Guys
                                           Stroud's
                                         Sport Chalet
- ------------------------------------------------------------------------------------------------------------------------------------
3    Century City Shopping Center        AMC Theaters      762,180    320,054  1964/     142       No/       99%     $540    1.5 NE
     Century Park West & Santa              Macy's                              1987                1
     Monica & Constellation Blvds.      Gelson's Market
     Los Angeles, CA                    Bloomingdale's
- ------------------------------------------------------------------------------------------------------------------------------------
4    Fallbrook Mall                     Burlington Coat   1,200,000   651,233   1964     75        Yes/      88%     $200    12.0 NW
     West Side of Fallbrook Avenue         Factory                                                  1
     Between Victory Blvd. &             J.C. Penney 
     Vanowen St.                            K Mart
     Los Angeles (Canoga Park), CA         Mervyn's
                                            Target
- ------------------------------------------------------------------------------------------------------------------------------------
5    Fox Hills Mall                       J.C. Penney      907,921    356,756   1975     144       Yes/      87%     $261     4.0 S
     SEC I-405 and Marina Freeway       Robinson's-May                                              3
     Culver City, CA                        Macy's                                               Proposed
                                                                                                   4th
- ------------------------------------------------------------------------------------------------------------------------------------
6    Galleria at South Bay                 Nordstrom       980,722    349,038  1957/     130       Yes/      88%     $312    11.0 S
     SWC Hawthorne Boulevard            Robinson's-May                          1985                3
     and Artesia Boulevard                 Mervyn's
     Redondo Beach, CA                  General Cinema
- ------------------------------------------------------------------------------------------------------------------------------------
7    Glendale Galleria                      Macy's        1,390,000   600,725   1976     245       Yes/      98%     $425    10.0 NE
     West side of Central Avenue          Nordstrom                                                2
     between Broadway and Colorado        JC Penney
     Street                                Mervyn's
     Glendale, CA                       Robinson's- May
- ------------------------------------------------------------------------------------------------------------------------------------
8    Northridge Fashion Center               Sears        1,501,664   679,921  1971/     189       Yes/      80%     $304    10.0 NW
     West Side of Tampa Avenue          Robinson's-May                          1995                2
     Between Nordhoff & Plummer              Macy's
     Streets                               JC Penney
     Los Angeles (Northridge), CA     Robinson's_May Home
                                       Pacific Theaters
- ------------------------------------------------------------------------------------------------------------------------------------
9    Promenade Mall at Woodland Hills      Macy's I        604,780    240,323   1973     91        Yes/      70%     $275    11.0 NW
     East Side of Topanga Canyon Blvd.     Macy's II                                                2
     Between Oxnard & Erwin Streets      AMC Theaters
     Los Angeles (Warner
     Center/WH), CA
- ------------------------------------------------------------------------------------------------------------------------------------
10   Santa Monica Place                 Robinson's-May     570,000    300,000  1980/     162       Yes/     100%     $300     5.0 W
     South Side of Broadway at              Macy's                              1990                3             (minimum)
     Third Street
     Santa Monica, CA
- ------------------------------------------------------------------------------------------------------------------------------------
11   Sherman Oaks Fashion Square            Macy's         857,280    356,745   1963     138       Yes/      90%     $310     7.0 N
     South Side of Riverside Drive      Bloomingdale's                                              2
     Between Hazeltine and Woodman
     Los Angeles (Sherman Oaks), CA
- ------------------------------------------------------------------------------------------------------------------------------------
12   Sherman Oaks Galleria             Robinson's-May I    510,000    283,178   1980     92        Yes/      50%     N/A      7.0 N
     NWC Sepulveda and                 Robinson's-May II                                            3
     Ventura Boulevards
     Los Angeles (Sherman Oaks), CA
- ------------------------------------------------------------------------------------------------------------------------------------
13   Topanga Plaza                           Sears        1,033,776   371,864   1964     130       Yes/      95%     $330    12.0 NW
     East Side of Topanga Canyon           Nordstrom                                                2
     Blvd. Between Victory Blvd.        Robinson's-May
     & Vanowen St.                      Montgomery Ward
     Los Angeles (Warner
     Center/WH), CA 
- ------------------------------------------------------------------------------------------------------------------------------------
SUB. Westside Pavilion                     Nordstrom       755,000    355,000  1985/     182       Yes/      90%     $373      N/A
     W. Pico Blvd. & Westwood Blvd.     Robinson's-May                          1991                3
     Los Angeles, CA                      Pavilion's
====================================================================================================================================
     Totals                                              12,227,625  5,500,044          1,948                92%     $337
                                                                                            (excl. Sherman Oaks Galleria)
====================================================================================================================================
</TABLE>

<PAGE>

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------
COMPETITIVE CENTER #1               THE BEVERLY CENTER










                                   [PICTURE]










LOCATION:                           Southwest corner of La Cienega Boulevard
                                    and Beverly Boulevard
                                    West Los Angeles, CA

DISTANCE FROM
SUBJECT:                            4.0 miles northeast

YEAR OPENED:                        1982

TOTAL GLA:                          900,000 square feet

ANCHOR/MAJOR TENANTS:               Macy's                  148,998 SF
                                    Bloomingdales           157,190 SF
                                    Cineplex Odeon          N/A

NUMBER OF
SHOPS:                              200

PARKING RATIO:                      3,000 spaces or 3.34 per 1,000 sf
- -------------------------------------------------------------------------------

                                      15
<PAGE>

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------
SALES PSF:                          $420

THE BEVERLY CENTER is a 900,000 square foot super-regional mall located
approximately 4.0 miles northeast of the subject, at the southwest corner of La
Cienega Boulevard and Beverly Boulevard in West Los Angeles. La Cienega
Boulevard is a major commercial corridor in the West Los Angeles area, and the
immediately surrounding area contains a significant concentration of
retail/commercial development, including the Beverly Connection specialty
retail center. This mall was completed in 1982 and consists of eight levels.
Levels two through five are dedicated to parking for a total of 3,000 cars.
Specialty, primarily upscale, high-fashion apparel stores are located on levels
six and seven. Level eight consists of a food court and a 15-screen cinema. The
center is anchored by Bloomingdales department store, two Macy's department
stores, and Cineplex Odeon. Additional major tenants include the Hard Rock Cafe
and California Pizza Kitchen on the street level. Beverly Center is reportedly
90 percent leased with approximately 90,000 square feet available. The mall
interior provides an attractive shopping environment with nicely landscaped
common areas, and distinctive floor coverings. The center's in-line tenant mix
is similar if not slightly superior to the subject's in-line tenancy due to the
presence of high end fashion retailers such as Coach, Joan & David, Cacique,
and Bernini Sport. The center has inferior freeway access in comparison to the
subject, as the property is located approximately three miles north of the
Santa Monica Freeway.
- -------------------------------------------------------------------------------

                                      16
<PAGE>

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------
COMPETITIVE CENTER #2               BEVERLY CONNECTION










                                   [PICTURE]










LOCATION:                           Southeast corner of La Cienega Boulevard
                                    and Beverly Boulevard 
                                    West Los Angeles, CA

DISTANCE FROM
SUBJECT:                            4.0 miles northeast

YEAR OPENED:                        1988

TOTAL GLA:                          254,302 square feet

ANCHOR/MAJOR TENANTS:               Ralph's                  50,000 SF
                                    General Cinema           43,385 SF
                                    The Good Guys!           19,382 SF
                                    Sport Chalet             39,764 SF
                                    Rexall Drugs             20,926 SF
                                    Strouds                  20,638 SF
                                                            ----------
                                    Total                   194,095 SF

NUMBER OF
SHOPS:                              28
- -------------------------------------------------------------------------------

                                      17
<PAGE>

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------
PARKING RATIO:                      1,500 spaces or 4.75 per 1,000 sf

SALES PSF:                          $470

BEVERLY CONNECTION is a 254,302 square foot regional shopping center (not a
regional mall) located approximately 4.0 miles northeast of the subject, at the
southeast corner of La Cienega Boulevard and Beverly Boulevard in West Los
Angeles. Beverly Connection is located directly east of Beverly Center Mall
previously discussed. Beverly Connection consists of two components, enclosed
and non-enclosed mall space. There are a total of three buildings at this
center one of which provides two levels of enclosed retail space and the other
buildings are open-air, multi-tenant buildings which have pedestrian bridges
between the two and the center parking structure. The enclosed retail space has
modestly landscaped common areas and provides a less appealing shopping
environment than is offered at the subject property. Beverly Connection
provides a mix of "big box" and specialty retailers, and is anchored by Ralph's
supermarket, General Cinema, Sport Chalet, The Good Guys!, Rexall Drugs, and
Strouds. The center has inferior freeway access in comparison to the subject,
as the property is located approximately three miles north of the Santa Monica
Freeway. Access into the center is poor, and on-site maneuverability is
difficult and confusing due to the high density of this development (approx.
75% site coverage). Despite these factors, the center achieves very high sales
volumes, averaging about $470 per square foot.

The Ralph's supermarket at this center does not benefit from direct exposure to
the adjacent surface streets and is similar to the subject Vons Pavilion. The
center was recently leased to a 100 percent level of occupancy with most rents
in the $30 to $50 per-square-foot range annually. This center provides a very
good quality tenant mix which competes with some of the subject retailers for
the discretionary spending of residents in the West Los Angeles area. However,
overall it provides an inferior shopping environment in comparison to the
subject due to the poor access, high site coverage, and less attractive layout
and design of the improvements.
- -------------------------------------------------------------------------------

                                      18
<PAGE>

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------
COMPETITIVE CENTER #3               CENTURY CITY SHOPPING CENTER










                                   [PICTURE]










LOCATION:                           Southeast corner of Santa Monica Boulevard
                                    and Century Park West 
                                    West Los Angeles, CA

DISTANCE FROM
SUBJECT:                            1.5 miles northeast

YEAR OPENED:                        1964/1987

TOTAL GLA:                          762,180 square feet

ANCHOR/MAJOR TENANTS:               Macy's                  132,614 SF
                                    Bloomingdale's          222,726 SF
                                    Gelson's Market          37,249 SF
                                    AMC Theaters             49,537 SF
                                                            ----------
                                    Total Anchors           442,126 SF

NUMBER OF
SHOPS:                              142
- -------------------------------------------------------------------------------

                                      19
<PAGE>

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------
PARKING RATIO:                      2,831 spaces or 3.9 per 1,000 sf

SALES PSF:                          $540

CENTURY CITY SHOPPING CENTER is a 762,180 square foot open-air center which
provides a single level of retail space over a multi-level below grade parking
garage and is located approximately 1.5 miles northeast of the subject, at the
southeast corner of Santa Monica Boulevard and Century Park Avenue in the
Century City area of West Los Angeles. The center is located adjacent to the
mid-rise and high-rise office buildings of the Century City office submarket.
The center is anchored by Macy's, Gelson's Market, a 14-screen AMC Theaters
complex, and a Bloomingdale's department store. The center provides a very
attractive shopping environment with nicely landscaped common areas. The
in-line tenant mix is slightly superior to the subject's in-line tenancy and
has a comparable percentage of national and/or regional tenants. The center
provides one of the more appealing food courts of the regional or
super-regional shopping centers in the Los Angeles area with a very high
quality mix of tenants and a very attractive indoor and outdoor dining
environment. Access into the center is available from three adjacent surface
streets, including Santa Monica Boulevard, Century Park West, and Constellation
Avenue. The center's current sales level of $540 per square foot of in-line
retail space is the highest level currently achieved in the Los Angeles area
regional malls. Only South Coast Plaza in Orange County, with sales approaching
$600 per square foot, is known to have higher sales per square foot than
Century City mall in all of Southern California.
- -------------------------------------------------------------------------------

                                      20
<PAGE>

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------
COMPETITIVE CENTER #4               FALLBROOK MALL










                                   [PICTURE]










LOCATION:                           West Side of Fallbrook Avenue
                                    Between Victory Blvd. & Vanowen St.
                                    Los Angeles (Canoga Park), CA

DISTANCE FROM
SUBJECT:                            12 miles northwest

YEAR OPENED:                        1964

TOTAL GLA:                          1,200,000 square feet

ANCHOR/MAJOR TENANTS:               Burlington Coat Factory  107,267
                                    J.C. Penney              123,763
                                    K Mart                   123,651
                                    Mervyn's                  78,595
                                    Target                   115,491
                                                             -------
                                    Total Anchor:            548,767
NUMBER OF
SHOPS:                              75
- -------------------------------------------------------------------------------

                                      21
<PAGE>

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------
PARKING RATIO:                      5,640 spaces or 4.7 per 1,000 sf

SALES PSF:                          $200

FALLBROOK MALL is a 1,200,000 square foot, one-level, enclosed regional mall
and is located approximately 12 miles northwest of the subject, within the
community of Canoga Park. The center was built in 1964 and was renovated in
1994 after it suffered damage due to the 1994 Northridge Earthquake. After the
earthquake, this center has been realigned as an "off price" shopping center.
The center is anchored by K Mart, Target, Mervyn's, J.C. Penny and Burlington
Coat Factory. Junior anchor tenants include a 10-screen General Cinema, Sav-On,
Blockbuster Video, Super Crown, and Ralph's. Most of these tenants have been
added within the last two years. The center includes a two level food court
area along the easterly main mall entrance. The in-line occupancy for the
center is currently reported at 88 percent. Fallbrook Mall competes more on a
community center level, and is in to the subject in terms of in-line tenant
mix, anchor tenants, and the overall quality shopping environment.
- -------------------------------------------------------------------------------

                                      22
<PAGE>

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------
COMPETITIVE CENTER #5               FOX HILLS MALL










                                   [PICTURE]










LOCATION:                           Southeast corner of the San Diego
                                    Freeway (I-405) and the Marina
                                    Freeway (SH-90)
                                    Culver City, CA

DISTANCE FROM
SUBJECT:                            4.0 miles south

YEAR OPENED:                        1975

TOTAL GLA:                          891,835 square feet

ANCHOR/MAJOR TENANTS:               J.C. Penney             211,000 SF
                                    Robinson's-May          147,845 SF
                                    Macy's                  192,500 SF
                                                            ----------
                                    Total                   551,345 SF

NUMBER OF
SHOPS:                              144
- -------------------------------------------------------------------------------

                                      23
<PAGE>

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------
PARKING RATIO:                      4.9 per 1,000 sf

SALES PSF:                          $261

FOX HILLS MALL is more of a family oriented mall, located approximately 4.0
miles south of the subject, at the southeast corner of Slauson and Sepulveda,
just east of I-405 at the Marina Freeway in Culver City. The mall contains a
total of 891,835 square feet, including 551,345 square feet of anchor space.
The mall is a three-level enclosed regional center which lacks the attractive
and upscale shopping environment offered by the subject. The common areas are
somewhat plain and dated. The center is anchored by J.C. Penney,
Robinson's-May, and Macy's. The food court is a popular meeting place for local
young residents. J.C. Penney replaced its former tire and battery outparcel
building with a J.C. Penney Home Store about a year ago. This was completed
simultaneously with the renovation of its department store. The mall ownership
has proposed an expansion of the mall, which would include adding a fourth
level 24-screen multi-plex theater. These plans are still in the preliminary
stages. The vacancy rate for the mall's in-line space is approximately 13
percent and mall sales are reported at about $261 per-square foot.
- -------------------------------------------------------------------------------

                                      24
<PAGE>

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------
COMPETITIVE CENTER #6               GALLERIA AT SOUTH BAY










                                   [PICTURE]










LOCATION:                           Southwest corner of Hawthorne Boulevard and
                                    Artesia Boulevard, Redondo Beach, CA

DISTANCE FROM
SUBJECT:                            11.0 miles south

YEAR OPENED:                        1957/85

TOTAL GLA:                          980,722 square feet

ANCHOR/MAJOR TENANTS:               Robinson's-May          334,896 SF
                                    Nordstrom               148,778 SF
                                    General Cinema           64,010 SF
                                    Mervyn's                 84,000 SF
                                                            ----------
                                    Total                   631,684 SF

NUMBER OF
SHOPS:                              130

PARKING RATIO:                      5,814 spaces or 6.32 per 1,000 sf
- -------------------------------------------------------------------------------

                                      25
<PAGE>

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------
SALES PSF:                          $312

GALLERIA AT SOUTH BAY is located approximately 11.0 miles south of the subject,
at the southwest corner of Hawthorne Boulevard and Artesia Boulevard in Redondo
Beach. The center is located approximately one half mile west of the San Diego
Freeway. The surrounding area is extensively developed with commercial and
retail properties, as Hawthorne Boulevard is one of the premier commercial
corridors in the Los Angeles area and Artesia Boulevard is a well-traveled
traffic artery in the local area. The center is bordered by and has access from
three adjacent surface streets, including Hawthorne Boulevard, Artesia
Boulevard, and Kingsley Avenue. Parking is provided in a multi-level parking
structure and surface level spaces. The 980,722 square foot mall provides three
levels of retail space and is fully enclosed. The mall interior provides a
similar shopping environment in comparison to the subject, with attractive
floor coverings, extensive common area landscaping, and comparable access to
and from the mall parking areas into the center. The center is anchored by
Nordstrom, Robinson's-May, and Mervyn's. The mall just completed an expansion,
which included the addition of a 64,010 square foot 16 screen General Cinema.
The in-line tenant mix is similar to the subject's in terms of quality, and
includes several retailers which are not located at the subject such as Ralph
Lauren/Polo, the Sharper Image, Abercrombie & Fitch, and Eddie Bauer. The
vacancy rate for the in-line space was reported at 12.0 percent, with sales of
about $312 per square foot. Rental rates on recent leases range from $16 to
$57/sf, averaging about $28/sf.
- -------------------------------------------------------------------------------

                                      26
<PAGE>

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------
COMPETITIVE CENTER #7               GLENDALE GALLERIA










                                   [PICTURE]










LOCATION:                           West Side of Central Avenue Between
                                    Broadway and Colorado Street
                                    Glendale, CA

DISTANCE FROM
SUBJECT:                            10 miles northeast

YEAR OPENED:                        1976

TOTAL GLA:                          1,390,000 square feet

ANCHOR/MAJOR TENANTS:               Robinson's-May         173,574
                                    Macy's                 189,958
                                    Nordstrom              140,806
                                    J.C. Penney            198,150
                                    Mervyn's                86,787
                                                           -------
                                    Total Anchor:          789,275
NUMBER OF
SHOPS:                              245
- -------------------------------------------------------------------------------

                                      27
<PAGE>

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------
PARKING RATIO:                      6,255 spaces or 4.5 per 1,000 sf

SALES PSF:                          $425

GLENDALE GALLERIA is located approximately 10 miles northeast of the subject,
within the community of Glendale. The 1,390,000 square foot mall provides two
levels of retail space and is fully enclosed. This higher successful regional
mall is anchored by Robinson's-May, Macy's, Nordstrom, J.C. Penney and
Mervyn's. The mall also provides a food court which has a very competitive mix
of tenants. The center benefits from its excellent location in the north
central Los Angeles area, and does not compete directly with the subject. The
center is of similar quality and appeal, and the in-line tenant mix is
comparable to the subject's. The occupancy rate was reported at 98 percent,
with current sales of $425 per square foot of mall shop GLA.
- -------------------------------------------------------------------------------

                                      28
<PAGE>

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------
COMPETITIVE CENTER #8               NORTHRIDGE FASHION CENTER










                                   [PICTURE]










LOCATION:                           West Side of Tampa Avenue Between
                                    Nordhoff & Plummer Streets
                                    Los Angeles (Northridge), CA

DISTANCE FROM
SUBJECT:                            10 miles northwest

YEAR OPENED:                        1971/1995

TOTAL GLA:                          1,501,664 square feet

ANCHOR/MAJOR TENANTS:               2 Robinson's-May        182,500
                                    Macy's                  189,650
                                    Sears                   267,933
                                    J.C. Penney             181,660
                                                            -------
                                    Total                   821,743

NUMBER OF
SHOPS:                              189
- -------------------------------------------------------------------------------

                                      29
<PAGE>

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------
PARKING RATIO:                      7,752 spaces or 5.2 per 1,000 sf

SALES PSF:                          $304

NORTHRIDGE FASHION CENTER is located approximately 10 miles northwest of the
subject, on the west side of Tampa Avenue between Nordhoff & Plummer Streets in
the community of Northridge. The 1,501,664 square foot mall provides three
levels of retail space and is fully enclosed. The center is anchored by
Robinson's-May, Robinson's-May Home Store, Macy's, Sears, and J.C. Penny. The
center was nearly destroyed during the 1994 Northridge Earthquake, and has
since been refurbished. The current occupancy is 80 percent and store sales are
reported at $304 per square foot.

The north end of the mall is currently being redeveloped into an entertainment
wing. This will include a 52,000 square foot Pacific Theater, (under
construction) several restaurants and small shops. Management is also in
negotiation with Borders Books and Good Guys. This construction is reflected in
the square footage reported above.
- -------------------------------------------------------------------------------

                                      30
<PAGE>

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------
COMPETITIVE CENTER #9               PROMENADE AT WOODLAND HILLS










                                   [PICTURE]










LOCATION:                           East side of Topanga Canyon Boulevard
                                    Between Oxnard and Erwin Streets
                                    Los Angeles, CA

DISTANCE FROM
SUBJECT:                            11 miles northwest

YEAR OPENED:                        1973

TOTAL GLA:                          604,780 square feet

ANCHOR/MAJOR TENANTS:               Macy's I                      N/A
                                    Macy's II                     N/A
                                    AMC 16 Theater                N/A

NUMBER OF
SHOPS:                              91

PARKING RATIO:                      2,963 spaces or 4.9 per 1,000 sf
- -------------------------------------------------------------------------------

                                      31
<PAGE>

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------
SALES PSF:                          $275

THE PROMENADE AT WOODLAND HILLS is located approximately 11 miles northwest of
the subject, on the east side of Topanga Canyon Boulevard between Oxnard and
Erwin Streets in Los Angeles. The 604,780 square foot mall provides two levels
of retail space and is fully enclosed. The center is anchored by two Macy's
department stores and a AMC 16 Theater. The AMC Theater opened in 1996 on the
Saks site and represents the third anchor for the mall. The Macy's stores were
formerly operated as Bullock's and I. Magnin. The main mall interior was
recently refurbished, and is very high quality and attractive. However, the
anchor draw is very weak, and mall shop sales volume and occupancy has suffered
as a result. Fashion retailers within the center include Ann Taylor, Brooks
Brothers, Express Compagnie, Victoria's Secret, 818 Freight, and Laura Ashley.
The entertainment focus of the AMC Theater is reportedly not a significant draw
to the center. There is a good quality food court located on the second level
of the mall and is referred to as the Promenade Cafes. The food court was
completed and opened in the summer of 1996.
- -------------------------------------------------------------------------------

                                      32
<PAGE>

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------
COMPETITIVE CENTER #10              SANTA MONICA PLACE










                                   [PICTURE]










LOCATION:                           South side of  Broadway at
                                    Third Street
                                    Santa Monica, CA

DISTANCE FROM
SUBJECT:                            5.0 miles west

YEAR OPENED:                        1980

TOTAL GLA:                          570,000 square feet

ANCHOR/MAJOR TENANTS:               Robinson's-May          N/A
                                    Macy's                  N/A

NUMBER OF
SHOPS:                              162

PARKING RATIO:                      2,020 spaces or 3.54 per 1,000 sf
- -------------------------------------------------------------------------------

                                      33
<PAGE>

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------
SALES PSF:                          $300+

SANTA MONICA PLACE is located approximately 5.0 miles west of the subject, at
the northwest corner of 4th Street and Colorado Boulevard in Santa Monica. The
center is located approximately one quarter mile north of the Santa Monica
Freeway which merges with and becomes Pacific Coast Highway (Highway 1) near
the Pacific Ocean. The surrounding area is extensively developed with
commercial and retail properties. The center is bordered by and has access from
four adjacent surface streets, including 4th Street, Colorado Boulevard,
Broadway Avenue, and 2nd Street. Parking is provided in multi-level parking
garages located at the east and west ends of the mall, and the parking is free
of charge. The 570,000 square foot mall provides three levels of retail space
and is fully enclosed. The mall interior provides a very similar shopping
environment in comparison to the subject, with attractive floor coverings,
common area landscaping, and comparable access to and from the mall parking
areas into the center. The center is anchored by Robinson's-May and Macy's, and
a free-standing Sears department store is located across Colorado Boulevard
from the mall but is not part of the mall property. The mall also provides a
food court which has a very competitive mix of tenants and which captures a
significant volume of business generated by the patrons of the adjacent Third
Street Promenade retail district. The in-line tenant mix is very comparable to
the subject's in-line tenancy, and the shops have similar quality storefronts
and interior buildouts. The occupancy rate is reported at 100 percent. Overall,
the center provides a comparable shopping environment to the subject.
- -------------------------------------------------------------------------------

                                      34
<PAGE>

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------
COMPETITIVE CENTER #11              SHERMAN OAKS FASHION SQUARE









                                   [PICTURE]










LOCATION:                           South side of Riverside Drive
                                    Between Hazeltine and Woodman
                                    Los Angeles (Sherman Oaks), CA

DISTANCE FROM
SUBJECT:                            7.0 miles north

YEAR OPENED:                        1963

TOTAL GLA:                          857,280 square feet

ANCHOR/MAJOR TENANTS:               Bloomingdale's          220,000
                                    Macy's                  280,535

NUMBER OF
SHOPS:                              138

PARKING RATIO:                      5,638 spaces or 5.2 per 1,000 sf
- -------------------------------------------------------------------------------

                                      35
<PAGE>

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------
SALES PSF:                          $310

SHERMAN OAKS FASHION SQUARE is a two-level enclosed regional mall and is
located at the southeast corner of Riverside Drive and Hazeltine Avenue, in
Sherman Oaks, California. The center was originally constructed in 1963, and
renovated and/or expanded in 1977, 1990, and 1994 (to repair earthquake
damage,) in addition to a $4.5 million refurbishment completed in 1998. The
center is comprised of the enclosed mall stores containing a total gross
leasable area of 356,745 square feet, and two anchor department stores (Macy's
and Bloomingdale's,) totaling 505,535 gross leasable square feet. The total
center comprises a gross leasable area of 857,280 square feet. The mall
interior provides a similar shopping environment in comparison to the subject,
with attractive floor coverings and common area landscaping. This center is
currently about 90 percent occupied with reported sales per square foot of
$310.
- -------------------------------------------------------------------------------

                                      36
<PAGE>

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------
COMPETITIVE CENTER #12              SHERMAN OAKS GALLERIA










                                   [PICTURE]










LOCATION:                           Northwest Corner of Sepulveda
                                    and Ventura Boulevards
                                    Los Angeles (Sherman Oaks), CA

DISTANCE FROM
SUBJECT:                            7.0 miles north

YEAR OPENED:                        1980

TOTAL GLA:                          510,000 square feet

ANCHOR/MAJOR TENANTS:               Robinson's-May I        127,747
                                    Robinson's-May II        99,075

NUMBER OF
SHOPS:                              92

PARKING RATIO:                      6,018 spaces or 11.8 per 1,000 sf
- -------------------------------------------------------------------------------

                                      37
<PAGE>

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------
SALES PSF:                          N/A

SHERMAN OAKS GALLERIA is a 510,000 square foot enclosed regional mall located
on the northwest corner of Sepulveda and Ventura Boulevards in the community of
Sherman Oaks near the confluence of the I-405 and 101 Freeways. The center was
originally developed in 1980 and remodeled in 1993. The center is a portion of
a larger mixed-use development including an adjacent garden office building and
office tower. The high traffic levels at this intersection and the monitored
parking structure combine for poor overall access to the mall.

The mall is anchored by two Robinson's-May department stores with three levels
each. In addition to the department store anchors, the mall includes a 5-screen
Pacific Theaters on the third level in addition to a food court. The center is
only about 50 percent occupied. According to the mall management, the new owner
intends to redevelop the regional center. Plans are still in the beginning
stages, however, some buildings will be added and some portions of the existing
structure will be demolished. The preliminary plans include a new theater and
several sit-down restaurants. Portions of the site will be redeveloped to
office use.
- -------------------------------------------------------------------------------

                                      38
<PAGE>

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------
COMPETITIVE CENTER #13              TOPANGA PLAZA










                                   [PICTURE]









LOCATION:                           East side of Topanga Canyon Blvd.
                                    Between Victory Blvd. & Vanowen Street
                                    Los Angeles, CA

DISTANCE FROM
SUBJECT:                            12 miles northwest

YEAR OPENED:                        1964

TOTAL GLA:                          1,033,776 square feet

                                    Robinson's-May          222,886
                                    Sears                   157,286
                                    Nordstrom               149,030
                                    Montgomery-Ward         132,710
                                                            -------
                                    Total Anchor            661,912

NUMBER OF
SHOPS:                              130
- -------------------------------------------------------------------------------

                                      39
<PAGE>

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------
PARKING RATIO:                      5,479 spaces or 5.3 per 1,000 sf

SALES PSF:                          $330

TOPANGA PLAZA is a two-level super-regional mall located about two blocks north
of the Promenade at Woodland Hills discussed previously. The center is anchored
by four department stores including Nordstrom and a new Sears. The Sears opened
on November 2, 1996. Topanga Plaza is more of a value-oriented family mall
compared to the merchandising/tenant mix of the subject. The vacancy rate was
reported at 5 percent for the in-line space with sales of $390 per square foot.
- -------------------------------------------------------------------------------

                                      40
<PAGE>

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------
GLA PER CAPITA

     The data presented summarizes the extent of existing retail development
inside the subject's potential trade area. According to the International
Council of Shopping Centers, average shopping center GLA per capita for the
United States and State of California is about 19.23+/- and 20.34+/- square
feet, respectively, based upon 1996 Census Data. Figures reported by the
National Research Bureau in the April 1998 edition of Shopping Centers Today
indicate similar results for 1997 year-end, of 19.57 for the U.S. and 20.61 for
the State of California. For shopping centers "Over 400,000" square feet, the
U.S. has a per capita figure of about 5.59+/- square feet and the State of
California has a per capita figure of 6.25.+/- square feet.

     Based upon our previous survey of major retail developments, we have
calculated total existing retail inventory of competing malls in the region to
be approximately 12,227,625+/- square feet including the subject.

     The 10-mile 1997 population estimate of 2,215,488 indicates a mall GLA per
capita figure of 5.52+/- square feet. This figure is slightly overstated, as it
includes mall GLA outside the 10-mile radius. This figure is below the State
level of 6.25 square feet and the National level of 5.59 square feet for
centers over 400,000 square feet. As discussed, this figure only recognizes
permanent population and disregards tourist and transit traffic moving by the
site.

     On balance, we believe that, in light of these industry benchmarks and
observations, it would appear that the population supports the retail supply.

ANCHOR ALIGNMENT

     The subject mall is anchored by two department stores including
Robinson's-May and Nordstrom. Provided below is a profile of each department
store.

     ROBINSON'S-MAY

     May Department Stores Company is one of the leading department store
     operators in the United States with 365 department stores in 8 department
     store divisions and presence in 30 states and Washington D.C. The company
     operates under the names of Lord & Taylor, Foley's, Robinsons-May,
     Filene's, Hecht's/Strawbridge's, Kaufmann's, Famous-Barr and Meier &
     Frank.

     For 1996, The May Company achieved its 22nd consecutive year of record
     sales and earnings per share. Sales reportedly increased nearly 11.1
     percent, with comp-store sales increasing by 4.3 percent, one of the best
     performances among major department store companies in 1996. Total sales
     reached $11.5 billion as May opened 28 department stores, 13 of which were
     acquired, bringing the company to a year-end total of 365 stores. The 28
     stores reportedly added 5.5 million square feet of selling space. The 13
     acquired stores were former Strawbridge's units in the Greater
     Philadelphia area,
- -------------------------------------------------------------------------------

                                      41
<PAGE>

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------
     bringing the company's total Strawbridge's operation to 21 stores
     (all operated under the Hecht's division). In addition, the company
     remodeled 22 stores in 1996 totaling 1.8 million square feet.

<TABLE>
<CAPTION>
     ==========================================================================
                                       THE MAY COMPANY
     ==========================================================================
     YEAR ENDED                  1993        1994         1995         1996
     --------------------------------------------------------------------------
     <S>                      <C>         <C>         <C>          <C>        
     Net Sales (000)          $9,010,000  $9,748,000  $10,484,000  $11,650,000
     --------------------------------------------------------------------------
     No. Stores at Yr.-End           301         314          346          365
     --------------------------------------------------------------------------
     Sales/Store (000)           $29,977     $31,080      $30,367      $31,918
     --------------------------------------------------------------------------
     Building Area Sq/Ft (000)    49,380      51,977       57,640       62,116
     --------------------------------------------------------------------------
     Comp.Sales/Selling Sq/Ft       $191        $200         $201         $201
     --------------------------------------------------------------------------
     Sales Growth                   6.7%        8.2%         7.7%        10.9%
     --------------------------------------------------------------------------
     Comp.Store Sales Growth        5.2%        5.4%         2.5%         4.3%
     --------------------------------------------------------------------------
</TABLE>

     Also in 1996, the company spun-off the 4,500+/- unit Payless ShoeSource
     chain to shareholders. On May 6, 1996, approximately 40 million shares of
     common stock of Payless ShoeSource, Inc. were distributed, allowing May to
     focus solely on its department store business. For 1997, May plans to open
     13 new stores, adding some 2.0 million square feet of selling space to
     their operations. Over the five year period 1997-2001, May plans to add
     100 new stores totaling 15.0 million square feet.

     Provided below is a summary of net retail sales, sales per square foot,
     building area square footage, and number of stores for the eight
     department store operating companies.

<TABLE>
<CAPTION>
===========================================================================================
                                MAY DEPARTMENT STORES COMPANY
===========================================================================================
                                                           BUILDING AREA
                      NET RETAIL            SALES PER      SQUARE FOOTAGE       NUMBER OF
                  SALES IN MILLIONS       SQUARE FOOT       IN THOUSANDS          STORES
                  -------------------------------------------------------------------------
                    1996      1995       1996     1995     1996      1995     1996    1995  
- -------------------------------------------------------------------------------------------
<S>               <C>       <C>          <C>      <C>      <C>       <C>        <C>     <C>
Lord & Taylor     $ 1,718   $ 1,574      $241     $233     7,473     7,131      59      57
- -------------------------------------------------------------------------------------------
Foley's             1,801     1,693       180      180    10,603     9,896      55      51
- -------------------------------------------------------------------------------------------
Robinsons-May       1,751     1,562       185      170     9,808     9,568      54      53
- -------------------------------------------------------------------------------------------
Hecht's             2,159     1,650       193      207    12,787    10,455      71      62
- -------------------------------------------------------------------------------------------
Kaufmann's          1,447     1,394       191      201     7,968     7,747      47      46
- -------------------------------------------------------------------------------------------
Filene's            1,364     1,261       232      236     6,255     5,884      40      39
- -------------------------------------------------------------------------------------------
Famous-Barr         1,022       983       201      201     5,454     5,189      31      30
- -------------------------------------------------------------------------------------------
Meier & Frank         388       367       225      213     1,768     1,770       8       8
- -------------------------------------------------------------------------------------------
Total Dept.
Stores            $11,650   $10,484      $201     $201    62,116    57,640     365     346
- -------------------------------------------------------------------------------------------
Net retail sales represent sales of stores open at the end of 1996.               

Sales per square foot is  calculated  on total  revenues and average gross retail square
footage.

Building area represents gross retail square footage of stores open at the end of the
period presented.
===========================================================================================
</TABLE>

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

                                      42
<PAGE>

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------
     Composite sales per square foot by reporting year were as follows:

<TABLE>
<CAPTION>
               ===================================================
                          TOTAL SALES PER SQUARE FOOT
               ---------------------------------------------------
                           YEAR                     SALES
               ---------------------------------------------------
                           <S>                      <C>
                           1990                     $172
               ---------------------------------------------------
                           1993                     $191
               ---------------------------------------------------
                           1994                     $200
               ---------------------------------------------------
                           1995                     $201
               ---------------------------------------------------
                           1996                     $201
               ---------------------------------------------------
                       CAGR 1990-96                 2.6%
               ---------------------------------------------------
</TABLE>

     From the above we see that total department store sales per square foot
     were flat between 1995 and 1996 at $201 per square foot. Comparable or
     same store growth was, however, reported to be 4.3 percent, as compared to
     2.5 percent (1995) and 5.4 percent (1994). Overall, the most productive
     chain is now Lord & Taylor at $241 per square foot. The greatest change
     was seen in The Robinson's-May division (up 8.8 percent) to $185 per
     square foot.

     Standard & Poor's currently ranks the company "A+"; Moody's ranking is
     "A2", while Value Line is "B++".

     NORDSTROM

     Nordstrom, Inc. is a medium-to-upscale retailer, operating specialty,
     upscale departments stores across the U.S. which primarily sell full lines
     of apparel, shoes, and accessories for women, men, and children. As of
     January 31, 1997, Nordstrom operated 62 full-line department stores and 20
     clearance and off-price stores ("Nordstrom Rack") stores in sixteen
     states. The company also operates a mens specialty boutique in New York
     under the name Faconnable. The company launched its direct sales division
     with its first catalog mailing in January 1994. Total store square footage
     equaled 11.75 million, with average sales for company-operated stores
     reported to be $377 per square foot, down 1.3 percent but nearly twice
     that of the average department store. Company-wide sales for 1996 were
     approximately $4.45 billion, equal to $53.65 million per unit. Overall,
     total sales grew 8.3 percent from 1995, with same-store sales growing by
     .6 percent, reversing a .7 percent decline in 1995. Sales growth from
     new-store operations showed increases of 7.0 percent.
- -------------------------------------------------------------------------------

                                      43
<PAGE>

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
      =====================================================================
                                NORDSTROM, INC.
      =====================================================================
      YEAR ENDED                  1993        1994        1995        1996
      ---------------------------------------------------------------------
      <S>                   <C>         <C>         <C>         <C>       
      Net Sales (000)       $3,589,938  $3,894,478  $4,113,517  $4,453,063
      ---------------------------------------------------------------------
      No. Stores at Yr.-End         74          76          78          83
      ---------------------------------------------------------------------
      Sales/Store (000)        $48,513     $51,243     $52,737     $53,651
      ---------------------------------------------------------------------
      Selling Sq/Ft (000)        9,282       9,998      10,713      11,754
      ---------------------------------------------------------------------
      Calculated                  $387        $389        $384         379
      Sales/Sq/Ft
      ---------------------------------------------------------------------
      Reported Sales/Sq/Ft        $383        $395        $382         377
      ---------------------------------------------------------------------
      Sales Growth                4.9%        8.5%        5.6%        8.3%
      ---------------------------------------------------------------------
      Comp.Store Sales            2.7%        4.4%      (0.7%)         .6%
      Growth
      ---------------------------------------------------------------------
      New Store Sales             2.2%        4.1%        6.3%        7.0%
      Growth
      ---------------------------------------------------------------------
</TABLE>

     During 1996 the company opened 5 new stores totaling 1,041,000 square
     feet. 1997 plans opening three full line stores in Cleveland, Long Island
     and Hartford, and 4 off-price stores with plans for 1998 and beyond
     including expansions in both existing as well as several new markets. The
     company also plans to open a new flagship store in downtown Seattle.

     Standard & Poor's rates Nordstrom "A-"; Moody's ranks the company "A2",
     while Value Line rates Nordstrom's financial strength "B++".

TRADE AREA DEMOGRAPHICS

     We analyzed the demographic and economic characteristics within 3-, 5-,
and 10-mile radii from the subject property. The 5-mile radius represents the
primary trade area with the 10-mile radius encompassing most of the secondary
trade area for the subject mall considering the subject tenant mix and the
availability of comparable retail tenants in the surrounding area.

POPULATION

     Once the market has been established, the focus of our analysis centers on
the statistical data of the trade area, including population. Equifax National
Decision Systems (ENDS) provides historical, current and forecasted population
estimates for the trade area. Patterns of development density and migration are
reflected in the current levels of population estimates.

     Between 1990 and 1997, ENDS reports that the population within the trade
area (10-mile radius) increased by 44,776 residents to 2,215,488, reflecting a
growth rate of 0.29 percent per year. Through 2002, the trade area is expected
to experience increased growth to 2,286,462 people, which equals compounded
annual growth of 0.63 percent. This growth rate is slightly lower than the rate
projected for the county at 0.74 percent per year over the next five years and
the state at 1.07 percent.
- -------------------------------------------------------------------------------

                                      44
<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================
DEMOGRAPHIC STATISTICS
WESTSIDE PAVILION
CUSHMAN & WAKEFIELD, INC.
- ------------------------------------------------------------------------------------------------------------------------------------
                                            3-MILE          5-MILE          10-MILE      LOS ANGELES      STATE OF         UNITED
                                            RADIUS          RADIUS          RADIUS         COUNTY        CALIFORNIA        STATES
====================================================================================================================================
- -----------------------------------
POPULATION STATISTICS
- -----------------------------------
<S>                                         <C>             <C>           <C>             <C>            <C>            <C>        
          1980                              265,756         602,150       1,916,628       7,477,507      23,667,910     226,545,856
          1990                              289,763         638,916       2,170,712       8,863,164      29,760,022     248,709,872
          1997                              296,406         649,598       2,215,488       9,210,790      32,015,178     266,798,176
          2002                              314,782         670,117       2,286,462       9,555,105      33,761,848     278,178,944

COMPOUND ANNUAL CHANGE
          1980    -    1990                   0.87%           0.59%           1.25%           1.71%           2.32%           0.94%
          1990    -    1997                   0.32%           0.24%           0.29%           0.55%           1.05%           1.01%
          1997    -    2002                   1.21%           0.62%           0.63%           0.74%           1.07%           0.84%
- ------------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------
HOUSEHOLD STATISTICS
- -----------------------------------
          1980                              123,997         238,140         823,934       2,730,469       8,629,867      80,389,688
          1990                              132,131         295,743         852,759       2,989,552      10,381,206      91,947,408
          1997                              136,517         302,848         867,783       3,171,862      11,505,599     101,517,136
          2002                              140,654         309,909         885,201       3,331,065      12,239,233     107,281,800

COMPOUND ANNUAL CHANGE
          1980    -    1990                   0.64%           2.19%           0.34%           0.91%           1.86%           1.35%
          1990    -    1997                   0.47%           0.34%           0.25%           0.85%           1.48%           1.42%
          1997    -    2002                   0.60%           0.46%           0.40%           0.98%           1.24%           1.11%
- ------------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------
AVERAGE HOUSEHOLD INCOME
- -----------------------------------
          1990                              $59,702         $60,512         $48,900         $47,252         $46,247         $38,453
          1997                              $87,671         $86,778         $73,136         $69,128         $66,166         $55,443
          2002                             $119,934        $118,336        $100,599         $91,916         $85,886         $71,098

COMPOUND ANNUAL CHANGE
          1990    -    1997                   5.64%           5.29%           5.92%           5.59%           5.25%           5.37%
          1997    -    2002                   6.47%           6.40%           6.58%           5.86%           5.36%           5.10%
- ------------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------
PER CAPITA INCOME STATISTICS
- -----------------------------------
          1990                              $27,696         $28,374         $19,465         $16,149         $16,409         $14,420
          1997                              $41,406         $41,145         $28,990         $24,190         $24,178         $21,272
          2002                              $54,822         $55,821         $39,511         $32,633         $31,724         $27,797

COMPOUND ANNUAL CHANGE
          1990    -    1997                   5.91%           5.45%           5.86%           5.94%           5.69%           5.71%
          1997    -    2002                   5.77%           6.29%           6.39%           6.17%           5.58%           5.50%
====================================================================================================================================
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.]









                              [WESTSIDE PAVILION
                            LOS ANGELES, CALIFORNIA
                             3, 5 & 10 MILE RADII]










<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.]









                              [WESTSIDE PAVILION
                            LOS ANGELES, CALIFORNIA
                             3, 5 & 10 MILE RADII]










<PAGE>

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------
HOUSEHOLDS

     A household consists of all the people occupying a single housing unit.
While individual members of a household purchase goods and services, these
purchases actually reflect household needs and decisions. Thus, the household
is a critical unit to be considered when reviewing market data and forming
conclusions about the trade area as it impacts the retail center.

     National trends indicate that the number of households are increasing at a
faster rate than the growth of the population. Several noticeable changes in
the way households are being formed have caused the acceleration in this
growth, specifically:

     o    The population is living longer on average. This results in an
          increase of single and two person households.

     o    The divorce rate increased dramatically during the 1980s, again
          resulting in an increase in single person households.

     o    Many individuals have postponed marriage, also resulting in more
          single person households.

     Between 1990 and 1997, ENDS reports that the number of households within
the trade area (10-mile radius) increased by 15,024 to 867,783, reflecting a
growth rate of 0.25 percent per year. Through 2002, the number of households is
expected to grow to 885,201, which equals compounded annual growth of 0.40
percent. This growth rate is much lower than the rate of household formation
projected for the county at 0.98 percent per year over the next five years, and
is reflective of the densely developed and mature nature of the trade area.

      The subject is located in an area with a slightly below average number of
persons per household. The average number of persons per household is the same
in the 3 and 5 mile trade areas of 2.10. The average number of people per
household in the 10 miles radius is higher at 2.50. These rates are much lower
than the county at 2.90 and the state at 2.79.

      The rate of population growth is projected to exceed the rate of
household formation over the next five years in the trade area, indicating a
reverse trend in the subject's trade area compared to national growth trends.
The nation as a whole is forming a greater number of households that are
smaller in size resulting in a decreasing average household size. This is a
positive trend for retailers, as a larger number of households indicates a
greater need for all types of product, both durable and consumer goods and
services.

TRADE AREA INCOME

     A significant statistic for retailers is the income potential of a trade
area's population. Income levels, either on a per capita, per family or
household basis, indicate the economic level of the residents of the market
area and form an important component of this total
- -------------------------------------------------------------------------------

                                      45
<PAGE>

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------
analysis. More directly, average household income, when combined with the
number of households, is a major determinant of an area's retail sales
potential.

     Trade area income figures for the subject support the profile of an above
average income market. According to ENDS, average household income within the
10-mile radius in 1997 is approximately $73,136. Within the closer 5-mile
radius, incomes are higher at an average of $86,778 per household, and higher
still in the 3-mile radius at $87,671. A comparison of the trade area's
relative ranking is shown on the following chart.

                    ===============================================
                       1997 AVERAGE HOUSEHOLD INCOME COMPARISON
                    ===============================================
                            AREA                            INCOME
                    ===============================================
                    3.0-Mile Radius                        $87,671
                    ===============================================
                    5.0-Mile Radius *                      $86,778
                    ===============================================
                    10.0-Mile Radius* *                    $73,136
                    ===============================================
                    County of Los Angeles                  $69,128
                    ===============================================
                    State of California                    $66,166
                    ===============================================
                    United States                          $55,443
                    ===============================================
                    Source: Equifax National Decision Systems
                    * Primary Trade Area  ** Secondary Trade Area
                    ===============================================

     Income ranges in the immediate market area are well above county and state
averages. The distribution of income within the trade area can be summarized as
follows:

                ================================================
                              HOUSEHOLDS BY INCOME
                ================================================
                                            % OF HOUSEHOLDS
                                        ========================
                                          5-MILE      UNITED
                       CATEGORY           RADIUS      STATES
                ------------------------------------------------
                Greater Than $150,000      13.44%      4.49 %
                ------------------------------------------------
                $100,000 - $149,999         8.61%      5.43 %
                ------------------------------------------------
                $ 75,000 - $ 99,999         9.91%      7.58 %
                ------------------------------------------------
                $ 50,000 - $ 74,999        17.85%     19.09 %
                ------------------------------------------------
                $ 35,000 - $ 49,999        13.62%     16.63 %
                ------------------------------------------------
                $ 25,000 - $ 34,999        11.23%     13.29 %
                ------------------------------------------------
                Less Than  $ 25,000        25.34%     33.48 %
                ================================================
                Source: Equifax National  Decision Systems
                ================================================

     The chart above indicates that the subjects primary trade area exhibits
above average income levels when compared directly to the national averages.
Approximately 31.96 percent of the residents within the subject's primary trade
area have an average household income of $75,000 or greater while 17.5 percent
of the nation's total residents have average household incomes over this
amount.
- -------------------------------------------------------------------------------

                                      46
<PAGE>

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------
SUBJECT SALES VOLUME

     The subject's historical sales volume was provided to us by the property
owner, and is illustrated in the chart on the accompanying page. As shown,
sales volume for the total mall was $240,336,000 in 1997 and $238,374,000 in
1996.

     The 1997 comparable mall shop sales equal $373 per square foot, slightly
less but approximately equal to the 1996 comparable shop sales of $374 per
square foot. Total mall shop sales, including non-comparable store sales which
sales may not be reflective of a full year's sales volume, equaled $362 in 1997
and $370 in 1996. While sales are down slightly in the mall, this is partly due
to a (minor) retenanting effort on the previous ownership to prepare the mall
for sale. Main mall shop occupancy is up compared to last year, and the
property is well positioned by its location and tenant mix to achieve solid
growth in sales in the future, at least equal to inflation.

     Anchor store sales are down slightly for Nordstrom, $535 per square foot
compared to $556 in 1996. This is believed to be reflective of the opening of
Bloomingdale's at Century City Shopping Center in late 1996, which appears to
have taken a small bite out of Nordstrom's sales. Robinson's-May showed an
increase from $214 per square foot in 1996 to $226 per square foot in 1997
(5.6% increase). "Junior" anchors include Pavilions and Barnes & Noble. Both
showed increases in 1997. Pavilions sales increased 4.1 percent to $356 per
square foot. Barnes & Noble's sales increased 11.1 percent to $190 per square
foot.

     Both mall shop sales per square foot and department store sales per square
foot are very high compared to national averages, as illustrated in the
following section.

     INDUSTRY AVERAGE SALES (MALL SHOPS)

     The Urban Land Institute's Dollars and Cents of Shopping Centers (1997)
     reports national and regional sales averages for regional and
     super-regional shopping malls. Nationally, average sales at super-regional
     centers is reported at $203.87 per square foot. For regional malls,
     average sales are reported to be $180.78. A comparison of national and
     regional figures is shown on the following chart.
- -------------------------------------------------------------------------------

                                      47
<PAGE>

<TABLE>
<CAPTION>
=====================================================================================================
SUBJECT SALES VOLUME
Westside Pavilion
=====================================================================================================
                                               ANNUAL 1996 SALES              ANNUAL 1997 SALES      
                                           SQUARE     TOTAL     PER        SQUARE    TOTAL     PER
                                           FOOTAGE   ($000'S)  SQ. FT.     FOOTAGE  ($000'S)  SQ. FT.
- -----------------------------------------------------------------------------------------------------
<S>                                        <C>       <C>       <C>         <C>      <C>       <C>    
Anchor Store Sales(1)
  Nordstrom                                138,128    $76,857    $556      138,128   $73,856   $535
  Robinson's - May                         220,000    $47,127    $214      220,000   $49,782   $226
                                           -------   --------    ----      -------  --------   ----
Total Anchor Store                         358,128   $123,984    $346      358,128  $123,638   $345

Mini Major Sales(1)
  Pavilions                                 43,435    $14,866    $342       43,435   $15,463   $356
  Barnes & Noble Superstore                 27,586     $4,712    $171       27,586    $5,234   $190
                                           -------   --------    ----      -------  --------   ----
Total Mini-Majors                           71,021    $19,578    $276       71,021   $20,697   $291

Mall Store Sales(1)
  Comparable Store                         199,580    $74,667    $374      199,580   $74,477   $373
  Non-Comparable Store                      56,396    $20,145    $357(2)    65,714   $21,525   $328(2)
                                           -------   --------    ----      -------  --------   ----
Total Mall Store                           255,976    $94,812    $370      265,294   $96,001   $362

Gross Sales
  Anchors, Mini-Majors and Mall Stores               $238,374                       $240,336


(1) Based on the December 31, 1997 sales report. Information is based solely
    upon sales figures provided by the tenants.
(2) Non-comparable sales per sq. ft. may not be reflective of full years sales
    per square foot.
=====================================================================================================
</TABLE>

<PAGE>

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------
     =====================================================================
                               MALL SHOP SALES
                       REGIONAL/SUPER-REGIONAL CENTERS
     =====================================================================
         AREA        AVERAGE        MEDIAN     LOWER DECILE  UPPER DECILE
     ---------------------------------------------------------------------
     United          $180.78/       $170.17/     $125.36/      $286.59/
     States          $203.87        $196.36      $148.62       $284.47
     ---------------------------------------------------------------------
     East            $201.11/       $182.81/     $117.31/      $325.52/
                     $190.46        $188.37      $146.25       $286.15
     ---------------------------------------------------------------------
     West            $222.20/       $197.91/     $157.50/      $349.28/
                     $205.69        $195.37      $151.60       $274.11
     ---------------------------------------------------------------------
     South           $174.53/       $179.50/     $122.81/      $239.01/
                     $209.63        $208.45      $141.62       $271.08
     ---------------------------------------------------------------------
     Midwest         $163.05/       $153.88/     $123.70/      $237.74/
                     $203.20        $196.15      $153.90       $289.85
     ---------------------------------------------------------------------
     Source: Urban Land Institute Dollars and Cents of Shopping Centers
             (1997)
     =====================================================================

     For super-regional malls in the west, average sales are shown to be $206
     per square foot, while regional malls are $222 per foot. The upper decile
     reflects average sales of $349 per square foot for regional malls and $274
     per square foot for super-regional malls.

     INDUSTRY AVERAGE SALES (DEPARTMENT STORES)

     A comparison of the subject's potential department store performance can
     also be made to its regional and national peers. The Urban Land Institute
     also tracks sales of owned and non-owned department stores by selected
     affiliation and region. The data from ULI shows that the mean sales level
     for department stores in super-regional malls varies from $132.65 to
     $179.60 per square foot with an overall average of $156.35 per square
     foot. Stores in the top 10.0 percent of their peers average (unweighted)
     approximately $243.63, while the top 2.0 percent average approximately
     $391.40 per square foot. This information, based on 1996, is summarized in
     the following chart.
- -------------------------------------------------------------------------------

                                      48
<PAGE>

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------
    =======================================================================
                         DEPARTMENT STORE SALES DATA
    =======================================================================
                                       AVERAGE     TOP 10%      TOP 2%
            CATEGORY/REGION           SALES PSF   SALES PSF    SALES PSF
    -----------------------------------------------------------------------
    Super-Regional U.S.
    Owned Dept. Stores                 $153.67     $233.49      $347.00
    National Chain                     $149.59     $230.80      $336.00
    Non-Owned Dept. Stores             $163.98     $256.83      $447.57
    National Chain                     $163.71     $253.39      $435.01
    Eastern Region                     $132.65       ---          ---
    Western Region                     $146.26       ---          ---
    Midwestern Region                  $161.33       ---          ---
    Southern Region                    $179.60       ---          ---
    -----------------------------------------------------------------------
    MEAN - ALL SUPER-REGIONAL CENTERS  $156.35     $243.63      $391.40
    -----------------------------------------------------------------------
    Regional Malls U.S.
    Owned Dept. Stores                 $148.15     $256.90      $334.68
    National Chain                     $149.73     $256.73      $339.74
    Non-Owned Dept. Stores             $181.40     $258.62      $328.07
    National Chain                     $174.44     $244.58      $324.28
    Eastern Region                     $140.01       ---          ---
    Western Region                     $181.20       ---          ---
    Midwestern Region                  $149.32       ---          ---
    Southern Region                    $141.18       ---          ---
    =======================================================================
    MEAN - ALL REGIONAL CENTERS        $158.18     $254.21      $331.69
    =======================================================================
    Source: Urban Land Institute Dollars & Cents of Shopping Centers (1997)
    =======================================================================

     Data for department stores in regional malls shows that the mean ranges
     from $140.01 to $181.40 per square foot with an overall average of $158.18
     per square foot. The unweighted average for the top 10.0 percent and 2.0
     percent is approximately $254.21 and $331.69 per square foot,
     respectively. Sales at department stores in the west reflect a mean of
     about $146 per square foot at super-regional malls and $181 per square
     foot at regional malls.

SALES VOLUMES AT COMPETING PROPERTIES

     In addition to industry averages, we have also surveyed competing malls
within the region to better understand the sales potential for Westside
Pavilion. The Retail Market Analysis presents mall shop retail sales at
competing properties in the region. Sales at the centers range from $200 to
$540 per square foot for mall shop tenants, with an overall mean of $345.58 per
foot for centers reporting sales. The upper-end of the range is generally set
by Century City Shopping Center with sales at $540 per foot. The low-end is set
by Fallbrook Mall which reported sales of $200 per foot.
- -------------------------------------------------------------------------------

                                      49
<PAGE>

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------
SALES SUMMARY

     The following chart presents a summary of the sales analysis presented for
competing properties and industry standards. As shown, the subject's comparable
sales volume is well above the industry averages and at the upper end of the
range indicated for competing properties.

          ==============================================================
                                 SALES SUMMARY
          ==============================================================
                         SOURCE                            SALES/SF
          --------------------------------------------------------------
          ULI Mall Shops - Regional Malls             $222.00 - $349.00
          --------------------------------------------------------------
          ULI Mall Shops - Super-Regional Malls       $206.00 - $274.00
          --------------------------------------------------------------
          ULI Dept.Stores - Regional Malls                      $181.00
          --------------------------------------------------------------
          ULI Dept.Stores - Super-Regional Malls                $146.00
          --------------------------------------------------------------
          Subject 1997 Mall Shop Sales                          $362.00
          --------------------------------------------------------------
          Subject 1997 Comparable Mall Shop Sales               $373.00
          --------------------------------------------------------------
          Competing Properties - Mall Shops           $200.00 - $540.00
          --------------------------------------------------------------

TRADE AREA EXPENDITURE POTENTIAL

     On the basis of detailed population, income, and spending pattern
analysis, estimates of household expenditures for shoppers goods merchandise
have been developed for the trade area. Shoppers goods, or department store
type merchandise (DSTM), comprise the overwhelming bulk of goods and products
carried in regional malls and department stores. Specifically, shoppers goods
expenditure potentials represent the dollar amounts available for the
merchandise that is primarily sold in the following store types:

     o    General merchandise stores including department and other stores;

     o    Apparel and accessory stores;

     o    Furniture and home furnishing stores, and

     o    Other miscellaneous shoppers goods stores.

     These categories are also commonly referred to as GAFO goods.

     DSTM or GAFO expenditure potential measures the ability of the market to
purchase department store type goods. This expenditure potential is typically
based upon current average household or per capita income levels in the market,
and the estimated share of that income that has historically been spent on
department store type merchandise.

     Retail sales potential of a trade area is determined after estimating the
percent of total aggregate income spent on GAFO goods. The Department of
Commerce tabulates the total GAFO sales by city, county and state every five
years. The last tabulation was completed in 1997, however, at this writing the
results were not in final print. As such, the 1987 data is often cited. Taking
these figures for the pertinent area and dividing them against total aggregate
income yields the percentage of total aggregate income spent on GAFO goods
within an area. For the United States the average is approximately 14.0
- -------------------------------------------------------------------------------

                                      50
<PAGE>

                                                         RETAIL MARKET ANALYSIS
- -------------------------------------------------------------------------------
percent. For various states, the overall percentage of income devoted to
shopping goods purchases (expenditures) ranges from roughly 11.5 to 15.0
percent. This analysis relies on the 14.5 percent average.

     Based upon 1997 data as provided by ENDS, we have estimated the total
current GAFO Expenditure Potential for the Primary Trade Area, based on the
following calculation:

============================================================================
         PRIMARY TRADE AREA (5-MILE RADIUS) EXPENDITURE POTENTIAL
============================================================================
PRIMARY TRADE AREA          1990               1997              2002
- ----------------------------------------------------------------------------
Households                      295,743           302,848            309,909
- ----------------------------------------------------------------------------
Average Household Income        $60,512           $86,778           $118,336
- ----------------------------------------------------------------------------
Total Income            $17,896,000,420   $26,280,543,740    $36,673,391,420
- ----------------------------------------------------------------------------
% GAFO Expenditure             x  14.5%          x  14.5%           x  14.5%
- ----------------------------------------------------------------------------
GAFO Expenditures        $2,594,920,061    $3,810,678,842     $5,317,641,756
- ----------------------------------------------------------------------------
Source: Equifax National Decision Systems
===========================================================================

     From the above, we see that GAFO expenditures of $3.81 billion and $5.32
billion are estimated for 1997 and 2002, respectively. The subject 1997 sales
of approximately $240,336,000 equal about 6.3 percent of GAFO expenditures in
the 5-mile radius. As such, the subject has a current market share of about 6.3
percent of GAFO expenditures in the 5-mile radius. GAFO expenditures are
expected to grow 39.54 percent over the next five years, for annual compound
growth of 6.89 percent per year.

CONCLUSIONS

      The West Los Angeles area commercial sector contains a significant
concentration of retail, commercial, and institutional development which is
geared towards the local and regional populations. The University of California
at Los Angeles, located approximately two miles north of the subject, is an
important source of employment in the subject trade area and a significant
demand generator for retailers in the West Los Angeles area. The local area
benefits from very good access to and from outlying areas in the Los Angeles
region by way of the Southern California freeway system.

      The subject property represents a major development within the West Los
Angeles area and, due to the competitive mix of anchor and inline tenants, the
property draws from the local and regional populations. The subject encounters
significant competition from several comparable regional centers for the
discretionary spending of the local and regional populations. The greater West
Los Angeles area has an existing inventory of regional, super-regional, and
specialty retail centers which have captured an important share of retail
spending in the region. The subject provides an appealing shopping environment,
with attractively designed and landscaped common areas, and amenities such as a
food court and a multi-screen movie theater. The subject property's mix of
anchor and in-line tenants is generally similar if not slightly superior to the
tenant mix of the several of the competitive shopping centers in the West Los
Angeles area.
- -------------------------------------------------------------------------------

                                      51
<PAGE>

                                                           PROPERTY DESCRIPTION
- -------------------------------------------------------------------------------
SITE DESCRIPTION

      Location:                     South side of Pico Boulevard and north side
                                    of Ayres Avenue, east and west of Westwood
                                    Boulevard. The street address is
                                    10800-10850 Pico Boulevard, Los Angeles,
                                    California

      Assessor's Parcel No.:        4255-28-02  through  05, 09, 12 and 13;
                                    4256-01-25 through 27, and 29

      Shape:
                                    Irregular

      Land Area:
            Subject Ownership:      9.16 Acres (399,185+/- square feet)
            Separate Ownership:     5.97 Acres (260,053+/- square feet)
                                    ---------- ------------------------
            Total Center:           15.13 Acres (659,238+/- square feet)

      Frontage:                     Along Pico Boulevard, 364+/- feet west of
                                    Westwood Boulevard and 807+/- feet east of
                                    Westwood Boulevard (not including 332+/-
                                    feet under separate ownership); along
                                    Westwood Boulevard, 302+/- feet along west
                                    side of street and 329+/- along east side
                                    of street; along Ayres Avenue, 424+/- feet
                                    west of Westwood Boulevard and 588+/- feet
                                    east of Westwood Boulevard (not including
                                    600+/- feet under separate ownership); and
                                    along Overland Avenue, 533+/- feet held
                                    under separate ownership.

      Topography/Terrain:           Generally level at normal elevation above
                                    street grade.

      Access:                       The nearest freeway on/off ramp service is
                                    available at the Pico Boulevard exit of the
                                    San Diego (I-405) Freeway, situated
                                    approximately one-half mile west of the
                                    subject, and at the Overland Avenue exit of
                                    the Santa Monica (I-10) Freeway, situated
                                    approximately one-half mile south of the
                                    subject.

      Utilities:                    All typical utilities are available to the
                                    subject.

      Soil Conditions:              We did not receive nor review a soil
                                    report. However, we assume that the soil's
                                    load-bearing capacity is sufficient to
                                    support the existing structures. We did not
                                    observe any 
- -------------------------------------------------------------------------------

                                      52
<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.]



















                                  [SITE PLAN]




















<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.]



















                               [A.L.T.A. SURVEY]




















<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.]



















                                 [SURVEY]




















<PAGE>

                                                           PROPERTY DESCRIPTION
- -------------------------------------------------------------------------------
                                    evidence to the contrary during our
                                    physical inspection of the property. The
                                    tract's drainage appears to be adequate.

      Land Use Restrictions:        A title report covering the subject
                                    property was not available for our review.
                                    We are not aware of any restrictions,
                                    easements, encroachments, or other factors,
                                    (other than typical utility, parking and
                                    ingress/egress easements,) that would
                                    adversely affect the utility of the site.

      Wetlands:                     We were not provided with a Wetlands
                                    Survey. If a subsequent engineering survey
                                    reveals the presence of regulated Wetlands
                                    areas, we reserve the right to amend this
                                    valuation.

      Seismic Hazard:               The subject is not located in a special
                                    study zone as established by the
                                    Alquist-Priolo Geological Hazards Act. (The
                                    property sustained only minor damage to the
                                    five-level parking structure as a result of
                                    the January 1994 Northridge earthquake,
                                    which was subsequently repaired.)

      Hazardous Substances:         An Environmental Site Assessment report,
                                    prepared by Harding Lawson Associates (HLA)
                                    on June 1, 1998, was provided to us. The
                                    HLA report indicated no evidence of
                                    recognized environmental conditions with
                                    the exception of 1) three of the paint chip
                                    samples exceeded the HUD levels of 5,000
                                    mg/kg and 2) the 1,000 gallon underground
                                    diesel storage tank failed a vacuum test.
                                    The report indicated no recommendations.

                                    We are not aware of any toxic contamination
                                    or hazardous wastes on or about the subject
                                    property. We are not experts, however, in
                                    the detection of hazardous wastes or toxic
                                    contaminants, and our appraisal is based on
                                    the assumption that there are no toxic
                                    contaminants or environmental hazards that
                                    would negatively impact the subject
                                    property's marketability or value.
- -------------------------------------------------------------------------------

                                      53
<PAGE>

<TABLE>
<CAPTION>
====================================================================================================
GROSS LEASEABLE AREA SUMMARY

WESTSIDE PAVILION
Cushman & Wakefield, Inc.
- ----------------------------------------------------------------------------------------------------
                                                                        UNOWNED
                                         OWNED GLA                        GLA            TOTAL
====================================================================================================
<S>                                       <C>             <C>           <C>             <C>    
Anchors
   Robinson's May                                                       220,000
   Nordstrom                              138,128
   Pavilions                              43,435
TOTAL ANCHORS:                            181,563                       220,000         401,563

Main Mall Stores
   Level 1                                95,842
   Level 2                                90,725
   Level 3                                67,327
   Food Court                              8,477
                                           -----
   TOTAL MAIN MALL STORES                 262,371                                       262,371

   Occupied Main Mall                     258,845         98.7%
   Vacant Main Mall                        3,526           1.3%

Expansion Mall Stores
   Level 1 (Incl.3 level Barnes & Noble)  47,968
   Level 2                                19,559
   Level 3                                24,451
                                          ------
   TOTAL EXPANSION MALL STORES            91,978                                        91,978

   Occupied Expansion Mall                36,862          40.1%
   Vacant Expansion Mall                  55,116          59.9%

GRAND TOTALS                              535,912                       220,000         755,912

Occupied Owned GLA                                        89.1%
Occupied Main Mall Shops                                  98.7%
Occupied Expansion Shops                                  40.1%
Total Development Occupancy                               92.2%

====================================================================================================
</TABLE>

<PAGE>

                                                           PROPERTY DESCRIPTION
- -------------------------------------------------------------------------------
      Comments:                     The Westside Pavilion shopping center is
                                    comprised of parcels held under both the
                                    subject and separate ownerships, totaling
                                    approximately 15 acres. The total site is
                                    of sufficient size to accommodate the
                                    existing development. The site features
                                    good freeway access and street frontage,
                                    with visibility from a major signalized
                                    commercial intersection (Westwood and Pico
                                    Boulevards.)

IMPROVEMENTS DESCRIPTION

      The Westside Pavilion shopping center consists of two components. The
original portion of the center contains a three-level enclosed mall anchored by
Robinson's-May, Nordstrom and Pavilions market situated at the southeast corner
of Pico and Westwood Boulevards. This portion of the center was constructed in
1985 and comprises a gross leasable area of 663,934 square feet, including the
220,000 square foot Robinson's-May department store held under separate
ownership and not part of this appraisal. The second component of Westside
Pavilion (Westside Expansion) is situated at the southwest corner of Pico and
Westwood Boulevards, and consists of a three-level open air center constructed
in 1991 and containing 91,978 gross leasable square feet. The original and
expansion components of Westside Pavilion comprise a total gross leasable area
of 755,912 square feet, and are connected by way of a pedestrian bridge on the
third level extending across Westwood Boulevard.

      The following improvement description is based upon our inspection of the
property together with information furnished by the property management. The
building areas are based upon a review of leases and/or rent rolls. Detailed
building plans describing the development were not available for our review.

GENERAL DETAIL

      Year Built:                        1985; expanded in 1991

      Building Area (GLA):
      Anchors

            Robinson's-May               220,000 SF*
            Nordstrom                    138,128 SF
            Pavilions                     43,435 SF
                                         -----------
            Sub-total                    401,563 SF
- -------------------------------------------------------------------------------

                                      54
<PAGE>

                                                           PROPERTY DESCRIPTION
- -------------------------------------------------------------------------------
      Original Mall Stores

            Level 1                       95,842 SF
            Level 2                       90,725 SF
            Level 3                       67,327 SF
            Food Court                     8,477 SF
                                         ----------
            Sub-total                    262,371 SF

      Expansion Stores

            Level 1                       47,968 SF**
            Level 2                       19,559 SF
            Level 3                       24,451 SF
                                          ---------
            Sub-total                     91,978 SF

         * Held under separate ownership, not considered in this appraisal
         ** Includes three-level Barnes & Noble

CONSTRUCTION DETAIL

      Foundation:                   Reinforced concrete
      Framing:                      Reinforced concrete
      Exterior Walls:               Concrete and glass
      Roof:                         Steel frame covered with concrete and
                                    built-up composition material

MECHANICAL DETAIL

      Heating and Cooling:          The original portion of the center is
                                    served by a climate controlled VAV system
                                    and the expansion portion includes a
                                    condenser water heat pump system.

      Plumbing:                     Each tenant space is connected to sanitary
                                    sewer and domestic water service.

      Escalators/Elevators:         One set of escalators and an elevator are
                                    situated at the west and east ends of both
                                    the main mall and the expansion mall.

      Fire Protection:              Fully sprinklered.

INTERIOR DETAIL

      Layout:                       The original portion of Westside Pavilion
                                    comprises three enclosed levels, with
                                    Nordstrom positioned at the west end of the
                                    concourse, and Robinson's-May at the east
- -------------------------------------------------------------------------------

                                      55
<PAGE>

                                                           PROPERTY DESCRIPTION
- -------------------------------------------------------------------------------
                                    end. Pavilions market is below grade at the
                                    southeast corner of the center, adjoining
                                    the lower level of the parking garage. The
                                    food court and four-screen theater is
                                    situated on the third level of the center.
                                    The concourse has a width of approximately
                                    30 feet and extends for approximately 570
                                    feet on each level. Mall tenant stores
                                    range in size from approximately 500 square
                                    feet to 28,000 square feet. Typical units
                                    feature a width of from approximately 20
                                    feet to 65 feet, and a typical depth from
                                    45 feet to 110 feet. The mall concourse
                                    features an arched bow truss ceiling with a
                                    solarium. The floors are covered with
                                    decorative ceramic tile pavers.

                                    The expansion portion of the center
                                    consists of a three-level open air mall.
                                    The curved concourse extends from the Pico
                                    Boulevard entry at the northwest section of
                                    the mall to the three-level Barnes & Noble
                                    store situated at the east end of the
                                    center, the third level of which opens to
                                    the connecting enclosed pedestrian bridge.
                                    The access to the main mall from the
                                    expansion mall is from the enclosed bridge
                                    through Nordstrom. Decorative steel framing
                                    accents the open air "roof" of the center,
                                    and the floors are covered with decorative
                                    clay tiles.

INTERIOR DETAIL

      Storefronts:                  Modern aluminum-framed glass storefronts,
                                    with single or double glass door entries.
                                    Facias are painted plaster, accented with
                                    wood, brick or ceramic tile.

      Floor Coverings:              Vary in accordance with specific tenant
                                    requirements, and include carpeting, vinyl
                                    flooring, hardwood veneer or ceramic tile.

      Walls:                        Painted or papered drywall.

      Ceilings:                     Suspended acoustical tile T-bar ceilings
                                    (typical).

      Lighting:                     Varies in accordance with specific tenant
                                    requirements, and includes fluorescent,
                                    spot, parabolic, incandescent lighting,
                                    etc.
- -------------------------------------------------------------------------------

                                      56
<PAGE>

                                                           PROPERTY DESCRIPTION
- -------------------------------------------------------------------------------
      Restrooms:                    The number and type of restrooms vary in
                                    accordance with requirements of individual
                                    tenants. Each tenant space includes at
                                    least one restroom with two fixtures.
                                    Common area restrooms are near the food
                                    court.

SITE IMPROVEMENTS

      Onsite Parking:               The property contains a total of 3,334
                                    parking spaces (4.4 per 1,000 sf) dispersed
                                    throughout the site. The Robinson's-May
                                    parking structure contains approximately
                                    1,590 spaces, and the expansion mall's
                                    subterranean garage contains 1,029 spaces.
                                    The remaining 715 spaces are spread
                                    throughout the surface lots and the one
                                    subterranean level below the main mall.

      Landscaping:                  The street frontages and the surface
                                    parking area are improved with concrete
                                    planters and are attractively landscaped
                                    with miscellaneous trees, shrubbery and
                                    groundcover. The landscaped areas are fully
                                    irrigated. The interior areas of the center
                                    are also landscaped, and feature decorative
                                    lighting, and outdoor seating.

      Comments:                     Overall, the subject improvements are in
                                    very good condition and the center has good
                                    access from two major freeways.

                                    According to Marshall Valuation Service,
                                    the typical life expectancy for regional
                                    mall improvements such as the subject is 55
                                    years. The subject's actual age ranges from
                                    about 7 years (date of expansion), to about
                                    13 years (original construction date.) We
                                    estimate the overall effective age of the
                                    subject improvements at 8 years. Therefore,
                                    the remaining economic life is estimated at
                                    about 47 years.

                                    Our review of the local environs reveals
                                    that there are no external influences which
                                    negatively impact the value of the subject
                                    property.
- -------------------------------------------------------------------------------

                                      57
<PAGE>

                                            REAL PROPERTY TAXES AND ASSESSMENTS
- -------------------------------------------------------------------------------
      The subject property is located within the City and County of Los
Angeles, and is taxed by these governing bodies.

      Under the provisions of Article XIIA of the California Tax and Revenue
Code, properties are assessed on their market value as of March 1, 1975, the
base year lien date. This value may be increased by only two percent per year
until the property is sold, undergoes substantial new construction, or the
property's use changes significantly. In such cases, the property may be
reassessed to its market value.

      The 1997-1998 fiscal year is the most recent year for which assess
valuation and property tax information is available. The assessed value and
taxes for the property are shown in the chart on the accompanying page. As
shown, the total assessed value for the center is $171,521,369. The total taxes
equal $1,836,130.96, which equals an implied tax rate of 1.0705 percent.

      Based on the recent sale of the property at a price of $170,500,000,
similar to the total assessed value, the property's taxes will not change
considerably as a result of the sale. Taxes will then increase at a maximum of
2.0 percent per year under California law until the property is transferred
again, undergoes substantial new construction or significant use changes.
- -------------------------------------------------------------------------------

                                      58
<PAGE>

                                           REAL ESTATE TAX SUMMARY
                                              WESTSIDE PAVILION


                                      1997/1998 ASSESSED VALUES & TAXES

<TABLE>
<CAPTION>
============================================================================================================
                   LAND        IMPROVEMENTS    FIXTURES &        TOTAL                          1997/98
   PARCEL          VALUE          VALUE         PERSONAL       ASSESSED          TOTAL        OVERALL TAX
  NUMBERS         1997/98        1997/98        PROPERTY         VALUE           TAXES            RATE
- ------------------------------------------------------------------------------------------------------------
<S>             <C>             <C>                <C>        <C>             <C>               <C>    
4255-028-002    $1,353,197      $9,407,621         $0         $10,760,818     $115,625.53       1.0745%
4255-028-003     $984,087       $8,598,609      $488,134      $10,070,830     $108,238.87       1.0748%
4255-028-004     $711,622      $10,290,181         $0         $11,001,803     $118,182.32       1.0742%
4255-028-005    $1,828,215     $24,816,615         $0         $26,644,830     $286,216.28       1.0742%
4255-028-009    $3,897,182     $32,584,046         $0         $36,481,228     $391,204.63       1.0723%
4255-028-012     $856,067       $5,922,891         $0         $6,778,958       $72,588.17       1.0708%
4255-028-013    $4,387,628      $9,091,430         $0         $13,479,058     $144,267.07       1.0703%
4256-001-025    $5,671,525     $37,794,133         $0         $43,465,658     $462,666.91       1.0644%
4256-001-026    $2,217,592         $10             $0         $2,217,602       $23,681.34       1.0679%
4256-001-027    $3,533,378         $10             $0         $3,533,388       $37,719.10       1.0675%
4256-001-029    $7,087,186         $10             $0         $7,087,196       $75,740.74       1.0687%
                ----------         ---             --         ----------       ----------       -------
   TOTAL:       $32,527,679    $138,505,556     $488,134     $171,521,369    $1,836,130.96      1.0705%
============================================================================================================
</TABLE>

<PAGE>

                                                                         ZONING
- -------------------------------------------------------------------------------
      The subject property is zoned "C2-1-D" for commercial uses by the City of
Los Angeles. Permitted uses within the C2 zone include banks, hotels, retail
stores and businesses, restaurants, theatres, department stores, and general
offices, as well as those uses permitted within the R3 multiple residential use
zone. The "-1" component of the zoning designation represents a height district
which limits the floor area to 1.5 times the buildable area of the lot. The
"-D" component of the subject zoning designation indicates that additional
development restrictions have been applied to the property. The C2 zoning
designation does not have any yard (front, side, or rear) setback requirements.
Onsite parking is required at a ratio of one space per 1,000 square feet of
floor area exclusive of the floor areas used for automobile parking, basement
storage, or rooms housing mechanical operations equipment.

      A permanent building ordinance also applies to the subject property.
Ordinance #164332, enacted as of January 17, 1989, relates to the development
of the expansion portion of the subject property (Westside II), which is
located at the southwest corner of Pico Boulevard and Westwood Boulevard. The
ordinance limits the size of the expansion to a total floor area of 105,000
square feet and the maximum height of the expansion development is limited to
59.5 feet. The ordinance precludes certain uses within the expansion area
including arcades, movie theatres, and dance clubs, and also prevents the
tenancy by a major anchor or department store or discount store. In no event
shall any tenant exceed 20,000 square feet of gross floor area, with the
exception of one tenant, which shall be permitted to occupy up to one-third of
the gross floor area within the expansion area. Restaurant space, other than a
food court, is limited to 12,000 square feet and no single restaurant may be
greater than 6,000 square feet in size. Parking requirements for the expansion
development are 5.5 spaces per 1,000 square feet of gross floor area plus an
additional 456 parking stalls to be utilized for the existing Westside
Pavilion, or a total of 1,000 parking spaces, whichever is greater.

      Based on our understanding of the "C2-1-D" zoning ordinance and our
discussions with a representative of the Planning Department for the City of
Los Angeles, the subject development is a legal and conforming use. We know of
no deed restrictions, either private or public, that further limit the subject
property's use. However, we cannot guarantee that no such restrictions exist as
deed restrictions are a legal matter and only a title examination by an
attorney or title company can usually uncover such restrictive covenants.
- -------------------------------------------------------------------------------

                                      59
<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 both as currently improved
and as if vacant. In both cases, the highest and best use must meet four
criteria. The use must be (1) physically possible, (2) legally permissible, (3)
financially feasible, and (4) maximally productive.

      The subject site consists of a non-contiguous 9.16 acres of land, which
represents a portion of a larger 15.13-acre property currently improved with a
regional mall. The site is located in a prime westside Los Angeles trade area,
and is situated in a mature, built-out urban area of Los Angeles County. The
site has good commercial exposure and access to and from the surrounding area,
and the immediate environs are consistent with the current commercial use. The
subject property falls under the zoning and planning jurisdiction of the City
of Los Angeles, and is designated for commercial uses. As noted in the previous
zoning discussion, a permanent building ordinance also applies to the property
which restricts the type of tenancies permitted in the expansion component of
the mall development.

      The physical characteristics of the subject parcels, including the shape
and the total area, indicate the property is suitable for nearly any type of
project, including commercial office or retail, residential, hotel,
recreational, or mixed-use. Major developments of most any type in this area of
West Los Angeles must meet with strict city approvals, and often encounter
significant resistance from the surrounding community. The political climate
suggests that a comparable development would probably require a substantial
period of time to obtain approvals (assuming the project could be approved).
The current development on the property represents one of the most significant
commercial developments in the neighborhood, and the existence of the two
anchor department store tenants represents a "barrier" to future competitive
development. The two major department store anchors would be difficult to
duplicate, and obtaining anchor commitments, which are necessary for a similar
quality development, is a speculative process at best.
- -------------------------------------------------------------------------------

                                      60
<PAGE>

                                                           HIGHEST AND BEST USE
- -------------------------------------------------------------------------------
      We have concluded that the highest and best use for the subject property
as if vacant would be to develop a regional mall or a major community-type
shopping center if similar anchor commitments could not be obtained.
Considering the current development and the sales volumes and occupancy level
supported by the trade area, we concluded the existing development represents
the highest and best use for the subject considered as currently improved. The
existing center is consistent with the current zoning and planning requirements
of the city.
- -------------------------------------------------------------------------------

                                      61
<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.

     Regional malls are not typically purchased based on the Cost Approach. The
principle underlying this approach is the principle of substitution, which
holds that "no prudent person will pay more for a property than the price of a
site and the cost of construction, without undue delay, an equally desirable
and useful property." The subject improvements consist of a regional shopping
center, and the economic feasibility of the development is based primarily on
the department store anchor tenants which serve as the primary draw for the
other major tenants and satellite space. Leases or other agreements with the
anchor department stores are a fundamental component of the property's value,
and replacing these anchors is an extremely speculative, costly, and time
consuming process. The investment market aggressively underwrites quality
regional malls because of the unique nature of the anchor tenant commitments
and the difficulty in replacing the property both in terms of size and anchor
commitments. The existence of the mall represents a major barrier to entry
within a given marketplace. As such, the Cost Approach will not be employed in
this analysis due to the fact that the marketplace does not rigidly trade
leased shopping centers on a cost/value basis. However, a development cost
technique was employed at the end of the Income Approach in our analysis of
Phase II.

      The Sales Comparison Approach involves a search for recent sales of
comparable centers and an analysis of the data as it relates to the subject
property. This approach is relevant in establishing appropriate, market-derived
investment parameters that form the basis of the Income Approach. A correlation
of data also provides a range of indicated values for the subject.

      In the Income Approach we estimated the subject's capacity to produce
income through an analysis of the defined retail market. Fixed and operating
expenses were determined in order to yield a net annual income. An estimate
value for the subject property was derived through a combination of the
traditional Direct Capitalization method and computerized Discounted Cash Flow
Analysis.

      The appraisal process was concluded by a review and reexamination of each
of the approaches to value. Consideration was given to the type and reliability
of the data, and the applicability of each approach. Finally, the approaches
were reconciled to arrive at a final value conclusion.
- -------------------------------------------------------------------------------

                                      62
<PAGE>

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

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

      By analyzing sales that qualify as arms-length transactions between
willing and knowledgeable buyers and sellers, market value and price trends can
be identified. Comparability in physical, locational, and economic
characteristics is an important criterion when comparing sales to the subject
property. The basic steps involved in the application of this approach are as
follows:

      1.   Research recent, relevant property sales and current offerings
           throughout the competitive marketplace;

      2.   Select and analyze properties considered most similar to the
           subject, giving consideration to the time of sale, change in
           economic conditions which may have occurred since date of sale, and
           other physical, functional, or locational factors;

      3.   Identify sales which include favorable financing and calculate the
           cash equivalent price; and

      4.   Reduce the sale prices to a common unit of comparison, such as price
           per square foot of gross leasable area sold;

      5.   Make appropriate adjustments between the comparable properties and
           the property appraised; and

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

      The most widely-used, market-oriented units of comparison for properties
such as the subject are the sale price per square foot of gross leasable area
(GLA) purchased, and the overall capitalization rate extracted from the sale.
This latter measure will be addressed in the Income Capitalization Approach
which follows this methodology. An analysis of the inherent sales multiple also
lends additional support to the Sales Comparison Approach.

REGIONAL MALL PROPERTY SALES

      Evidence has shown that mall property sales which include anchor stores
have lowered the square foot unit prices for some comparables, and have
affected investor perceptions. In our discussions with major shopping center
owners and investors, we learned that capitalization rates and underwriting
criteria have become more sensitive to the contemporary issues affecting
department store anchors. Traditionally, department stores have been an
integral component of a successful shopping center and, therefore, of similar
investment quality if they were performing satisfactorily.
- -------------------------------------------------------------------------------

                                      63
<PAGE>

                                                      SALES COMPARISON APPROACH
- -------------------------------------------------------------------------------
      Consolidation has resulted in dramatic changes in this industry and has
witnessed such dominant chains as Federated, Sears, JC Penney, Macy's, and
Dilliard's continue to grow through acquisition and a return to profitability.

      With all this in mind, investors are looking more closely at the strength
of the anchors when evaluating an acquisition. Most of our survey respondents
were of the opinion that they were indifferent to acquiring a center that
included the anchors versus stores that were independently owned if they were
good performers. However, where an acquisition includes anchor stores, the
resulting cash flow is typically segregated with the income attributed to
anchors (base plus percentage rent) analyzed at a higher cap rate then that
produced by the mall shops.

      Cushman & Wakefield has extensively tracked regional mall transaction
activity since 1991. We have summarized the most recent (1997/1998)
transactions on the FOLLOWING PAGES. Historical sales (1991 - 1996) are
retained in our files. These sales are inclusive of good quality Class A or
B+/- properties that are dominant in their market. Also includeD are weaker
properties in second tier cities that have a narrower investment appeal. As
such, the most recent mall sales (1997/98) presented in this analysis show a
wide variety of prices on a per unit basis, ranging from $21 per square foot up
to $594 per square foot of total GLA purchased. When expressed on the basis of
mall shop GLA acquired, the range is more broadly seen to be $36 to $770 per
square foot. Alternatively, the overall capitalization rates that can be
extracted from each transaction range from 6.90 percent to 12.77 percent.

      One obvious explanation for the wide unit variation is the inclusion (or
exclusion) of anchor store square footage which has the tendency to distort
unit prices for some comparables. Other sales include only mall shop area where
small space tenants have higher rents and higher retail sales per square foot.
A shopping center sale without anchors, therefore, gains all the benefits of
anchor/small space synergy without the purchase of the anchor square footage.
This drives up unit prices to over $250 per square foot, with most sales over
$300 per square foot of salable area.

      o    The fourteen sales included for 1991 show a mean price per square
           foot sold of $282. On the basis of mall shop GLA sold, these sales
           present a mean of $357. Sales multiples range from .74 to 1.53 with
           a mean of 1.17. Capitalization rates range from 5.60 to 7.82 percent
           with an overall mean of 6.44 percent. The mean terminal
           capitalization rate is approximately 100 basis points higher, or
           7.33 percent. Yield rates range between 10.75 and 13.00 percent,
           with a mean of 11.52 percent for those sales reporting IRR
           expectancies.

      o    In 1992, the eleven transactions display prices ranging from $136 to
           $511 per square foot of GLA sold, with a mean of $259 per square
           foot. For mall shop area sold, the 1992 sales suggest a mean price
           of $320 per square foot. Sales multiples range from .87 to 1.60 with
           a mean of 1.07. Capitalization rates range between 6.00 and 7.97
           percent with the mean cap rate calculated at 7.31 percent for 1992.
           For sales reporting a going-
- -------------------------------------------------------------------------------

                                      64
<PAGE>

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

           out cap rate, the mean is shown to be 7.75 percent. Yield rates
           range from 10.75 to around 12.00 percent with a mean of 11.56
           percent.

      o    For 1993, a total of sixteen transactions have been tracked. These
           sales show an overall average sale price of $242 per square foot
           based upon total GLA sold and $363 per square foot based solely upon
           mall GLA sold. Sales multiples range from .65 to 1.82 and average
           1.15. Capitalization rates continued to rise in 1993, showing a
           range between 7.00 and 10.10 percent. The overall mean has been
           calculated to be 7.92 percent. For sales reporting estimated
           terminal cap rates, the mean is also equal to 7.92 percent. Yield
           rates for 1993 sales range from 10.75 to 12.50 percent with a mean
           of 11.53 percent for those sales reporting IRR expectancies. On
           balance, the year was notable for the number of dominant Class A
           malls which transferred.

      o    Sales data for 1994 shows fourteen confirmed transactions with an
           average unit price per square foot of $197 per square foot of total
           GLA sold and $288 per square foot of mall shop GLA. Sales multiples
           range from .57 to 1.43 and average .96. The mean going-in
           capitalization rate is shown to be 8.37 percent. The residual
           capitalization rates average 8.13 percent. Yield rates range from
           10.70 to 11.50 percent and average 11.17 percent. During 1994, many
           of the closed transactions involved second and third tier malls.
           This accounted for the significant drop in unit rates and
           corresponding increase in cap rates. Probably the most significant
           sale involved the Riverchase Galleria, a 1.2 million square foot
           center in Hoover, Alabama. LaSalle Partners purchased the mall of
           behalf of the Pennsylvania Public School Employment Retirement
           System for $175.0 million. The reported cap rate was approximately
           7.4 percent.

      o    Cushman & Wakefield has researched 19 mall transactions for 1995.
           With the exception of possibly Natick Mall and Smith Haven Mall, by
           and large the quality of malls sold are lower than what has been
           shown for prior years. For example, the average transaction price
           has been slipping. In 1993, the peak year, the average deal was
           nearly $133.8 million. In 1995, it is shown to be $88.6 million
           which is even skewed upward by Natick and Smith Haven Malls which
           had a combined price of $486.0 million. The average price per square
           foot of total GLA sold is calculated to be $193 per square foot. The
           range in values of mall GLA sold are $93 to $686 with an average of
           $285 per square foot. The upper end of the range is formed by Queens
           Center with mall shop sales of nearly $700 per square foot.
           Characteristics of these lesser quality malls would be higher
           initial capitalization rates. The range for these transactions is
           7.25 to 11.10 percent with a mean of 9.13 percent. Most market
           participants indicated that continued turmoil in the retail industry
           will force cap rates to move higher.

      o    1996 saw a return of real estate investors to the regional mall
           market. REITs were far and away been the most active buyers. The
           increase in activity was a result of a combination of dynamics. The
           liquidity of REITs 
- -------------------------------------------------------------------------------

                                      65
<PAGE>

REGIONAL MALL SALES                                                       1998
1998 TRANSACTION CHART
Cushman & Wakefield, Inc.

<TABLE>
<CAPTION>
  SALE                                       SALE     YEAR
   NO.           PROPERTY/LOCATION           DATE    BUILT
- -------- --------------------------------- -------- -------
<S>      <C>                               <C>      <C>
 98- 1   BURNSVILLE CENTER                  Feb-98  1977/
         Burnsville, Minnesota                        89
 98- 2   PHIPPS PLAZA                       Jan-98  1968/
         Atlanta, Georgia                             94
 98- 3   ASHEVILLE MALL                     Jan-98  1975/
         Asheville, North Carolina                    94
 98- 4   CORDOVA MALL                       Jan-98  1971/
         Pensacola, Florida                           87
 98- 5   CRESTWOOD PLAZA                    Jan-98  1957/
         St. Louis, Missouri                          97
 98- 6   SUPER MALL OF THE GREAT N.W.(1)    Jan-98  1956/
         Auburn, Washington                           91
 98- 7   STROUD MALL                        Apr-98  1978/
         Stroudsberg, PA                              94
 98- 8   SOUTHWEST PLAZA                    Apr-98  1983/
         Littleton, CO                                95
 98- 9   JACKSONVILLE MALL                  May-98   1981
         Jacksonville, NC
 98-10   CROSSROADS MALL                    May-98  1981/
         Mount Hope, WV                               97
 98-11   ORLANDO FASHION SQUARE             May-98  1973/
         Orlando, FL                                  93
 98-12   VILLAGE MALL                       Jun-98  1975/
 (1)     Danville, Ill.                             85/90
 98-13   GREENVILLE MALL                    Jun-98  1978/
         Greenville, SC                               95
 98-14   SOUTH PLAINS MALL                  Jun-98
         Lubbock, TX
 98-15   NORTHTOWN MALL                     Jun-98  1972/
         Blaine, MN                                   86
         Survey Low:
         Survey High:
         SURVEY MEAN:
         SURVEY MEAN FOR CENTERS WHERE NO ANCHORS ARE
         OWNED:
         SURVEY MEAN FOR CENTERS WHERE AT LEAST ONE ANCHOR
         IS OWNED:



<CAPTION>
                                                                                         MALL     MALL                MALL
  SALE                  GRANTOR/                                 TOTAL        SOLD       SHOP     SHOP     OCCU-      SHOP
   NO.                  GRANTEE                  SALE PRICE       GLA         GLA        GLA     RATIO     PANCY    SALES/SF
- -------- ------------------------------------- -------------- ----------- ----------- --------- ------- ---------- ----------
<S>      <C>                                   <C>            <C>         <C>         <C>       <C>     <C>        <C>
 98- 1      Corporate Property Investors/       $ 81,000,000   1,078,253   1,078,253  417,030   38.7%       84.0%     $284
                   CBL & Associates
 98- 2              ERE Yarmouth/               $188,000,000     823,000     823,000  372,457   45.3%      N/A        N/A
             Corporate Property Investors
 98- 3             RL Coleman & Co.             $ 65,000,000   1,042,000     489,000  440,000   42.2%       98.5%     $280
                    CBL Associates
 98- 4    Robert B. Aikens & Associates LLC/    $ 85,000,000     874,000     376,368  376,368   43.1%       91.0%     $300
                Simon DeBartolo Group
 98- 5        Crestwood Plaza S.C. LLC/         $106,400,000   1,021,132   1,021,132  382,214   37.4%       91.0%     $300
                  Westfield America
 98- 6      Hapsmith/Rosche Capital Corp./      $103,000,000     905,791     905,791  415,319   45.9%       75.0%     $185
                Glimcher Properties LP
 98- 7              ERE Yarmouth/               $ 38,100,000     427,145     427,145  184,145   43.1%       86.0%     $294
           CBL & Associates Properties Inc.
 98- 8       Southwest Property Venture/        $113,000,000   1,270,110     438,000  438,000   34.5%       83.0%     $265
           General Growth Properties, Inc.
 98- 9         Beckley-Jacksonville LP/         $ 38,000,000     384,000     384,000  167,640   43.7%       98.0%     $286
             Crown American Realty Trust
 98-10         Beckley-Jacksonville LP/         $ 23,000,000     456,000     456,000  182,400   40.0%       76.0%     $220
             Crown American Realty Trust
 98-11          Fund A Orlando, Inc./           $104,000,000   1,070,000     708,568  362,425   33.9%      N/A        $329
              Colonial Properties Trust
 98-12         Interstate RE Services/          $ 23,200,000     477,577     477,577  126,088   26.4%       72.0%     $144
                  DRA Advisors, Inc.
 98-13         Marvest Property Trust/          $ 36,000,000     789,532     602,532  232,025   29.4%       55.0%     $219
                  DRA Advisors, Inc.
 98-14      South Plains Mall Assoc., LTD/      $115,700,000   1,107,000   1,107,000  365,215   33.0%       92.0%     $300
                   The Macerich Co.
 98-15   Northtown LLP/Glimcher Realty Trust    $ 54,000,000     846,248     459,000  287,078   33.9%       70.0%     $240
                                                $ 23,000,000     384,000     376,368  126,088   26.4%       55.0%     $144
                                                $188,000,000   1,270,110   1,107,000  440,000   45.9%       98.5%     $329
                                                $ 78,226,667     838,119     650,224  316,560   38.0%       82.4%     $260
                                                $ 99,000,000   1,072,055     407,184  407,184   38.8%       87.0%     $283
                                                $ 75,030,769     802,129     687,615  302,618   37.9%       81.6%     $257

<CAPTION>
                                CAPITALIZATION RATES              UNIT RATE COMPARISON
                                --------------------            ------------------------
  SALE                           GOING-IN  TERMINAL              PRICE/GLA   PRICE/MALL    SALES
   NO.        NOI       NOI/SF     OAR        OAR        IRR     PURCHASED    SHOP GLA    MULTIPLE
- -------- ------------- -------- --------- ---------- ---------- ----------- ------------ ---------
<S>      <C>           <C>      <C>       <C>        <C>        <C>         <C>          <C>
 98- 1    $ 6,804,000   $ 6.31     8.40%        --         --       $ 75        $194        0.68
 98- 2    $13,912,000   $16.90     7.40%        --         --       $228        $505        N/A
 98- 3    $ 5,395,000   $11.03     8.30%        --         --       $133        $148        0.53
 98- 4    $ 7,560,000   $20.09     9.00%        --         --       $226        $226        0.75
 98- 5    $ 9,800,000   $ 9.60     9.21%        --         --       $104        $278        0.93
 98- 6    $12,370,000   $13.66    12.01%        --         --       $114        $248        1.34
 98- 7    $ 3,188,970   $ 7.47     8.37%        --         --       $ 89        $207        0.70
 98- 8    $10,500,000   $23.97     9.29%        --         --       $258        $258        0.97
 98- 9    $ 3,572,000   $ 9.30     9.40%        --         --       $ 99        $227        0.79
 98-10    $ 2,760,000   $ 6.05    12.00%        --         --       $ 50          --          --
 98-11    $ 9,391,200   $13.25     9.03%        --         --       $147        $287        0.87
 98-12    $ 2,697,500   $ 5.65    11.63%        --         --       $ 49        $184        1.28
 98-13    $ 3,558,800   $ 5.91     9.89%        --         --       $ 60        $155        0.71
 98-14    $10,065,900   $ 9.09     8.70%        --         --       $105        $317        1.06
 98-15    $ 5,400,000   $11.76    10.00%        --         --       $118        $188        0.78
          $ 2,697,500   $ 5.65     7.40%      0.00%      0.00%      $ 49        $148        0.53
          $13,912,000   $23.97    12.01%      0.00%      0.00%      $258        $505        1.34
          $ 7,131,691   $11.34     9.51%        --         --       $124        $244        0.88
          $ 9,030,000   $22.03     9.15%        --         --       $242        $242        0.86
          $ 6,839,644   $ 9.69     9.56%        --         --       $105        $245        0.88
</TABLE>

<PAGE>

REGIONAL MALL SALES                                                       1997
1998 TRANSACTION CHART
Cushman & Wakefield, Inc.




<TABLE>
<CAPTION>
    SALE                                       SALE     YEAR                  GRANTOR/
    NO.             PROPERTY/LOCATION          DATE     BUILT                 GRANTEE
- ----------- -------------------------------- -------- -------- -------------------------------------
<S>         <C>                              <C>      <C>      <C>
 97- 1      THE FALLS SHOPPING CENTER         Dec-97   1980/       Heitman Retail Properties/
            Miami, Florida                              96            Taubman Realty Group
 97- 2      NORTHWEST PLAZA S.C.              Dec-97   1965/            Paramount Group/
            ST. ANN, MISSOURI                           89          Westfield America, Inc.
 97- 3      THE CITADEL                       Dec-97   1972/        Tri State Joint Venture/
            Colorado Springs, Colorado                  95            The Macerich Company
 97- 4      SALEM MALL                        Dec-97   1980/           The Rouse Company/
   (1)      Salem, Oregon                               87               JP Realty Inc.
 97- 5      FASHION MALL                      Dec-97   1973/    Ameresco for Shell Pension Fund/
   (1)      Indianapolis, Indiana                       93           Simon DeBartolo Group
 97- 6      UNIVERSITY MALL                   Dec-97   1974/      University Square Partners/
            Tampa, Florida                              96           Glimcher Realty Trust
 97- 7      MOORESTOWN MALL                   Dec-97   1963/                Heitman/
   (5)      Moorestown, New Jersey                      94             The Rouse Company
 97- 8      NORTHWEST MALL                    Dec-97   1968/           The Rouse Company/
   (4)      Houston, Texas                                                San Mall LLC
 97- 9      ALMEDA MALL                       Dec-97   1968            The Rouse Company/
   (4)      Houston, Texas                                                San Mall LLC
 97-10      EASTPOINT MALL                    Dec-97   1956/           Eastpoint Mall LP/
            Baltimore, Maryland                         91           Shopco Advisory Corp.
 97-11      CALPERS PORTFOLIO                 Dec-97   1978          Calpers/ERE Yarmouth/
            1) Metrocenter Mall                                         Coyote Holdings
               Jackson, Mississippi
            2) Lehigh Mall                             1973/
               Columbus, Mississippi                   91/94
            3) Greenville Mall                         1972/
               Greenville, Mississippi                  86
 97-12      SHELL PENSION PORTFOLIO           Nov-97              Shell Pension Fund Entities/
            1) Glynn Place Mall                         n/a        Colonial Properties Trust
               Burnswick, Georgia
            2) Valdosta Mall                            n/a
               Valdosta, Georgia
            3) Lakeshore Mall                           n/a
               Gainesville, Georgia
 97-13      AETNA PORTFOLIO                                       Aetna/ 
                                              Nov-97
            1) Mall of Abilene                         1979       Enterprise Asset Management
               Abilene, Texas
            2) Sunset Mall                             1979
               San Angelo, Texas
 97-14      VALLEY MALL                       Nov-97   1974/     Equitable Prime Property Fund/
            Hagerstown, Maryland                        95        Crown American Realty Trust
 97-15      SHOPPING CTR. ASSOC. PORTFOLIO    Nov-97    --     Shop. Ctr. Assoc.-JMB Group Trust/
                                                                     Urban Shopping Centers
            1) Fox Valley Mall
               Aurora, Illinois
            2) Hawthorn Center
               Vermon Hills, Illinois
 97-17      VALLEY HILLS MALL                 Oct-97   1978/            Valley Hills LP/
            Hickory, North Carolina                     96         General Growth Properties
 97-17      COLONIAL PARK MALL                Oct-97   1960/         Catalina Partners LP/
            Harrisburg, Pennsylvania                    87           Glimcher Realty Trust



<CAPTION>
                                                           MALL       MALL                  MALL
    SALE                        TOTAL         SOLD         SHOP       SHOP     OCCU-        SHOP
    NO.        SALE PRICE        GLA           GLA          GLA      RATIO     PANCY      SALES/SF         NOI        NOI/SF
- ----------- --------------- ------------- ------------ ------------ ------- ---------- ------------- -------------- -----------
<S>         <C>             <C>           <C>          <C>          <C>     <C>        <C>           <C>            <C>
 97- 1       $156,000,000        825,000     370,000      310,000   37.6%        98.0%  $      500    $12,000,000    $  32.66
 97- 2       $111,000,000      1,403,811     836,500      403,811   28.8%        84.0%  $      275    $11,000,000    $  13.15
 97- 3       $108,000,000      1,094,000     396,000      396,000   36.2%        90.0%  $      300    $ 8,700,000    $  21.97
 97- 4       $ 32,500,000        646,500     212,500      212,500   32.9%        97.0%  $      270    $ 3,168,750    $  14.91
   (1)
 97- 5       $122,000,000        682,912     682,912      349,222   51.1%        90.0%  $      360    $10,300,000    $  15.08
   (1)
 97- 6       $121,000,000      1,302,752     650.491      412,009   31.6%        81.0%  $      260    $11,495,000    $  17.67
 97- 7       $ 78,500,000        970,863     764,883      258,000   26.6%        75.0%  $      260    $ 7,850,000    $  10.26
   (5)
 97- 8       $ 19,725,000        800,250     292,075      276,475   34.5%        74.5%  $      200    $ 2,400,000    $   8.22
   (4)
 97- 9       $ 19,325,000        806,454     305,979      245,266   30.4%        77.0%  $      182    $ 2,400,000    $   7.84
   (4)
 97-10       $ 81,000,000        862,313     693,344      241,146   28.0%        88.0%  $      312    $ 8,006,400    $  11.55
 97-11       $ 54,000,000      1,897,185   1,024,507      569,138   30.0%        77.0%  $      238    $ 6,560,000    $   6.40
 
 
 97-12       $ 97,000,000      1,428,401   1,129,120      530.744   37.2%        85.0%  $      229    $ 9,409,000    $   8.33
 
 
 97-13       $ 43,800,000      1,248,573     742,688      442,285   35.4%        85.0%  $      106    $ 4,599,000    $   6.19
 
 
 97-14       $ 31,700,000        664,831     541,431      277,083   41.7%        75.0%  $      265    $ 3,170,000    $   5.85
 97-15       $265,000,000      2,736,175   1,134,469    1,054,594   38.5%        87.0%  $      293    $22,000,000    $  19.39
 
 
 97-16       $ 34,600,000        618,152     205,856      205,856   33.3%        89.0%  $      301    $ 3,287,000    $  15.97
 97-17       $ 48,000,000        754,178     386,732      223,735   29.7%        94.0%  $      278    $ 4,800,000    $  12.41



<CAPTION>
            CAPITALIZATION RATES               UNIT RATE COMPARISON
            --------------------             ------------------------
    SALE     GOING-IN  TERMINAL               PRICE/GLA   PRICE/MALL    SALES
    NO.        OAR        OAR        IRR      PURCHASED    SHOP GLA    MULTIPLE
- ----------- --------- ---------- ----------- ----------- ------------ ---------
<S>         <C>       <C>        <C>         <C>         <C>          <C>
 97- 1        7.75%         --         --        $422        $ 503      1.01
 97- 2        9.91%         --         --        $133        $ 275      1.00
 97- 3        8.06%         --         --        $273        $ 273      0.91
 97- 4        9.75%         --         --        $153        $ 153      0.57
   (1)
 97- 5        8.44%         --         --        $179        $ 349      0.97
   (1)
 97- 6        9.50%         --         --        $186        $ 294      1.13
 97- 7       10.00%         --         --        $103        $ 304      1.17
   (5)
 97- 8       12.17%         --         --        $ 68        $  71      0.36
   (4)
 97- 9       12.42%         --         --        $ 63        $  79      0.43
   (4)
 97-10        9.88%      10.00%     12.25%       $117        $ 336      1.08
 97-11       12.15%         --         --        $ 53        $  95      0.40
 
 
 97-12        9.70%         --         --        $ 86        $ 183      0.80
 
 
 97-13       10.50%         --         --        $ 59        $  99      0.93
 
 
 97-14       10.00%         --         --        $ 59        $ 114      0.43
 97-15        8.30%       8.50%     11.25%       $234        $ 251      0.86
 
 
 97-16        9.50%         --         --        $168        $ 168      0.56
 97-17       10.00%         --         --        $124        $ 215      0.77
</TABLE>

<PAGE>

REGIONAL MALL SALES                                                       1998
1998 TRANSACTION CHART
Cushman & Wakefield, Inc.




<TABLE>
<CAPTION>
    SALE                                      SALE     YEAR
    NO.            PROPERTY/LOCATION          DATE    BUILT
- ----------- ------------------------------- -------- -------
<S>         <C>                             <C>      <C>
 97-18      CROSSROADS OF SAN ANTONIO        Oct-97  1961/
            San Antonio, Texas                         87
 97-19      THE OAKS MALL                    Sep-97  1978/
            Gainesville, Florida                     84/95
 97-20      WESTROADS MALL                   Sep-97  1968/
            Omaha, Nebraska                            95
 97-21      REGENCY SQUARE                   Sep-97  1975/
            Richmond, Virginia                         87
 97-22      SPRINGDALE MALL                  Sep-97  1960/
            Mobile, Alabama                            88
 97-23      STONEWOOD CENTER MALL            Aug-97  1958/
   (1)      Downey, California                         90
 97-24      SAN FRANCISCO CENTER             Aug-97   1988
   (1)      San Francisco, California
 97-25      DADELAND MALL                    Aug-97  1962/
   (2)      Miami, Florida                             91
 97-26      VISALIA MALL                     Jul-97  1963/
            Visalia, California                        95
 97-27      WEST TOWN MALL                   Jul-97  1972/
   (2)      Knoxville, Tennessee                       96
 97-28      MAZZA GALLERIE                   Jun-97   1977
            Chevy Chase, Maryland
 97-29      DAKOTA SQUARE                    Jun-97  1960/
   (3)      Minot, North Dakota                        88
 97-30      TRI-COUNTY MALL                  Jun-97  1980/
   (3)      Springfield, Cincinnati, Ohio              90
 97-31      SOUTHDALE CENTER                 Jun-97  1956/
   (3)      Edina, Minnesota                           91
 97-32      TOWN EAST MALL                   Jun-97  1971/
   (2)      Dallas, Texas                              86
 97-33      EDEN PRAIRIE CENTER              Jun-97  1976/
   (2)      Eden Prairie, Minnesota                    89
 97-34      SILVER LAKE MALL                 Jun-97   1989
            Coeur D'Alena, Idaho
 97-35      SOUTHLAKE MALL                   Jun-97  1976/
            Morrow, Georgia                            95
 97-36      WHEATON PLAZA                    May-97  1960/
   (2)      Wheaton, Maryland                          92
 97-37      BROOKWOOD VILLAGE MALL           May-97  1973/
            Birmingham, Alabama                        91
 97-38      TOWNE MALL                       May-97  1985/
            Elizabethtown, Kentucky                    90
 97-39      SECURITY SQUARE                  May-97  1972/
            Baltimore, Maryland                        86



<CAPTION>
                                                                                           MALL     MALL                MALL
    SALE                   GRANTOR/                                  TOTAL       SOLD      SHOP     SHOP     OCCU-      SHOP
    NO.                    GRANTEE                  SALE PRICE        GLA        GLA       GLA     RATIO     PANCY    SALES/SF
- ----------- ------------------------------------- -------------- ------------ --------- --------- ------- ---------- ----------
<S>         <C>                                   <C>            <C>          <C>       <C>        <C>       <C>        <C>
 97-18            Crossroads Mall 1996 LP/         $ 15,000,000     711,231   711,231    176,109   24.8%     83.0%     $ 137
                       Red Oak Realty
 97-19              Prudential Insurance/          $116,000,000     909,120   771,392    351,199   38.6%     96.0%     $ 303
                  General Growth Properties
 97-20              Prudential Insurance/          $ 90,000,000   1,079,246   562,146    382,836   35.5%     94.9%     $ 297
                General Growth/Ivanhoe, Inc.
 97-21              Prudential Insurance/          $123,900,000     825,891   463,002    239,179   29.0%     99.0%     $ 426
                    Taubman Realty Group
 97-22                     Cigna/                  $ 26,050,000     926,386   478,386    190,074   20.5%     96.0%     $ 220
               CBL Associates Properties, Inc.
 97-23               Hughes Investments/           $ 92,000,000     927,000   927,000    356,253   38.4%     86.0%     $ 259
   (1)              The MaceRich Company
 97-24         U.S. Power San Francisco, Inc./     $120,730,000     499,930   499,930    187,930   37.6%     96.0%     $ 523
   (1)             Urban Shopping Centers
 97-25            Equitable Life Assurance/        $268,000,000   1,433,552   451,130    483,067   24.3%     92.0%     $ 649
   (2)              Simon DeBartolo Group
 97-26            Cigna Investments, Inc./         $ 38,000,000     439,500   439,500    174,000   39.6%     95.0%     $ 235
                       JP Reality Inc.
 97-27           Jaguar/RREEF USA Found II/        $140,792,000   1,336,598   764,066    381,707   28.6%     90.0%     $ 350
   (2)              Simon DeBartolo Group
 97-28         5300 Wisconsin JV (Prudential)/     $ 28,000,000     274,034   274,034    121,081   44.2%       --         --
            City Center Retail Trust (McCaffery)
 97-29       Equitable Life Prime Property Fund/   $ 51,500,000     693,606   566,722    327,088   47.2%       --      $ 216
   (3)            Concordia LLC (O'Connor)
 97-30       Equitable Life Prime Property Fund/   $141,300,000   1,340,803   836,082    439,891   32.8%       --      $ 307
   (3)            Concordia LLC (O'Connor)
 97-31       Equitable Life Prime Property Fund/   $118,000,000   1,240,888   467,104    467,104   37.6%     95.0%     $ 354
   (3)            Concordia LLC (O'Connor)
 97-32             Atlantic Freeholds II/          $113,000,000   1,236,619   425,574    425,574   34.4%     93.0%     $ 305
   (2)         General Growth Properties, Inc.
 97-33                GGP/Homart, Inc./            $ 19,900,000     864,443   325,843    325,843   37.7%     60.0%     $ 225
   (2)         General Growth Properties, Inc.
 97-34             Silver Lake Mall Ltd./          $ 27,000,000     331,543   331,543     97,165   29.3%     98.0%     $ 225
                       JP Realty Inc.
 97-35            Southlake Retail Venture/        $ 67,000,000   1,023,847   284,847    284,847   27.8%     88.0%     $ 280
                  General Growth Properties
 97-36                Gudelsky Family/             $ 51,000,000   1,006,301   827,213    353,020   35.1%       --      $ 332
   (2)                Westfield America
 97-37           Berkshire Reality Company/        $ 34,500,000     699,628   699,628    362,000   51.7%     92.0%     $ 220
 97-38           Heitman Retail Properties/        $ 22,100,000     340,564   340,564    149,692   44.0%     68.0%     $ 223
                       Towne Mall LLC
 97-39           Security Square Associates/       $ 44,500,000   1,038,033   363,622    266,157   25.6%     78.0%     $ 250
                  Mountain Development Corp.



<CAPTION>
                                   CAPITALIZATION RATES               UNIT RATE COMPARISON
                                   --------------------             ------------------------
    SALE                            GOING-IN  TERMINAL               PRICE/GLA   PRICE/MALL    SALES
    NO.          NOI       NOI/SF     OAR        OAR        IRR      PURCHASED    SHOP GLA    MULTIPLE
- ----------- ------------- -------- --------- ---------- ----------- ----------- ------------ ---------
<S>         <C>           <C>      <C>       <C>        <C>         <C>         <C>          <C>
 97-18       $ 1,500,000   $ 2.11    10.00%        --          --       $ 21        $ 85        0.62
 97-19       $ 9,520,720   $12.34     8.21%      8.75%      11.75%      $150        $330        1.09
 97-20       $ 7,798,307   $13.87     8.66%      9.25%      12.30%      $160        $235        0.79
 97-21       $ 9,671,240   $20.89     7.81%      8.25%      12.80%      $268        $518        1.22
 97-22       $ 2,900,000   $ 6.06    11.13%        --          --       $ 54        $137        0.62
 97-23       $ 8,700,000   $ 9.39     9.46%        --          --       $ 99        $258        1.09
   (1)
 97-24       $ 8,947,952   $17.90     7.41%      7.40%         --       $241        $642        1.23
   (1)
 97-25       $19,672,000   $43.61     7.34%        --          --       $594        $770        1.19
   (2)
 97-26       $ 3,800,000   $ 8.65    10.00%        --          --       $ 86        $218        0.93
 97-27       $13,427,160   $17.57     9.54%      8.50%      11.00%      $184        $369        1.05
   (2)
 97-28                --       --       --         --          --       $102        $231          --
 97-29       $ 4,583,500   $ 8.09     8.90%      8.50%      12.00%      $ 91        $157        0.73
   (3)
 97-30       $12,010,500   $14.37     8.50%      9.00%      11.90%      $169        $321        1.05
   (3)
 97-31       $ 9,558,000   $20.46     8.10%      8.50%      11.90%      $253        $253        0.71
   (3)
 97-32       $10,000,000   $23.50     8.85%        --          --       $266        $266        0.87
   (2)
 97-33       $ 1,800,000   $ 5.52     9.05%        --          --       $ 61        $ 61        0.27
   (2)
 97-34       $ 2,700,000   $ 8.14    10.00%        --          --       $ 81        $278        1.24
 97-35       $ 6,500,000   $22.82     9.70%        --          --       $235        $235        0.84
 97-36       $ 5,049,000   $ 6.10     9.90%        --          --       $ 62        $144        0.44
   (2)
 97-37       $ 3,460,350   $ 4.95    10.03%        --          --       $ 49        $ 95        0.43
 97-38       $ 2,400,000   $ 7.05    10.86%        --          --       $ 65        $148        0.66
 97-39       $ 4,904,898   $13.49    11.02%     11.00%         --       $122        $167        0.67
</TABLE>

<PAGE>

REGIONAL MALL SALES                                                       1997
1998 TRANSACTION CHART
Cushman & Wakefield, Inc.




<TABLE>
<CAPTION>
    SALE                                     SALE     YEAR                GRANTOR/
    NO.            PROPERTY/LOCATION         DATE    BUILT                GRANTEE
- ----------- ------------------------------ -------- ------- -----------------------------------
<S>         <C>                             <C>       <C>       <C>
 97-40      CENTURY PLAZA                   May-97    1975/         Century Plaza Company/
            Birmingham, Alabama                         95        General Growth Properties
 97-41      SOMERSET MALL                   May-97     1981                  N/A
            Somerset, Kentucky                                               N/A
 97-42      PF PROPERTIES PORTFOLIO          4/997    1973/             PF Properties/
                                                        79
            1) University Mall                                 University Mall and Parkwood Mall
               Chapel Hill, North Carolina                             Properties, LLC
            2) Parkwood Mall and Plaza
               Wilson, North Carolina
 97-43      MONTEHIEDRA TOWN CENTER         Apr-97    1993/      Big Beaver Rio & Kmart Corp/
            Rio Piedras, Puerto Rico                    94      Vornado Montehiedra Acquisition
 97-44      MANHATTAN MALL                  Apr-97     1989           SZS 33 Associates/
            New York, New York                                          Andrew Penson
 97-45      DAYTON MALL                     Mar-97    1969/         Heitman/JMB Advisory/
            Dayton, Ohio                              84/94         Gilmcher Reality Trust
 97-46      SOUTH TOWNE CENTER              Mar-97    1986/      Zell Merrill Lynch RE Opp./
            Sandy, Utah                                 97           The Macerich Company
 97-47      MARKETPLACE SHOPPING CENTER     Mar-97    1976/           Champaign Venture/
            Champaign, Illinois                        1988       General Growth Properties
 97-48      TYSONS CORNER CENTER            Feb-97    1968/     State of Alaska Pension Fund/
   (2)      Fairfax, VA                                 96        Lsd Fee & Part. Leasehold
 97-49      PUEBLO MALL                     Feb-97     1976           The Hahn Company/
            Pueblo, Colorado                                     Equities Development Corp.
 97-50      SHADY BROOK MALL                Jan-97    1980/   Equitable Life Assurance Society/
            Columbia, Tennessee                         96           GE Investment Corp.
            SURVEY LOW:
            SURVEY HIGH:
            SURVEY MEAN:
            SURVEY MEAN FOR CENTERS WHERE NO ANCHORS ARE OWNED BY MALL OWNER:
            SURVEY MEAN FOR CENTERS WHERE AT LEAST ONE ANCHOR IS OWNED BY MALL OWNER:



<CAPTION>
 
                                                                                                                       CAPITALIZ-
                                                                                                                         ATION
                                                                                                                         RATES
                                                         MALL       MALL                MALL                           ---------
    SALE                       TOTAL        SOLD         SHOP       SHOP     OCCU-      SHOP                            GOING-IN
    NO.       SALE PRICE        GLA          GLA          GLA      RATIO     PANCY    SALES/SF       NOI       NOI/SF     OAR
- ----------- -------------- ------------ ------------ ------------ ------- ---------- ---------- ------------- -------- ---------
<S>         <C>            <C>          <C>          <C>          <C>     <C>        <C>        <C>           <C>      <C>
 97-40       $ 32,000,000     727,309      574,943      237,896   32.7%       68.0%     $246     $ 3,500,000   $ 6.09    10.94%
 97-41       $  3,865,000     215,140      157,286      105,961   49.3%       87.0%       --     $   493,580   $ 3.14    12.77%
 97-42       $ 47,400,000     948,842      948,842      401,134   42.3%       80.0%     $250     $ 4,347,000   $ 4.58     9.17%
 
 
 97-43       $ 74,400,000     525,452      525,452      200,050   38.1%       99.0%     $340     $ 7,621,000   $14.50    10.24%
 97-44       $135,000,000     874,602      847,602      195,728   23.1%       80.0%     $350     $12,500,000   $14.75     9.26%
 97-45       $ 91,000,000   1,329,514      663,375      484,689   36.5%       80.1%     $220     $ 8,645,000   $13.03     9.50%
 97-46       $ 98,000,000   1,229,054    1,229,054      450,000   36.6%       83.0%     $250     $ 8,400,000   $ 6.83     8.57%
 97-47       $ 70,000,000     831,111      831,111      188,302   22.7%       92.0%     $275     $ 6,300,000   $ 7.58     9.00%
 97-48       $412,000,000   1,874,101    1,874,101      832,473   44.4%       95.0%     $455     $30,500,000   $16.27     7.40%
   (2)
 97-49       $ 22,250,000     579,730      293,396      196,868   34.0%         --      $200     $ 2,619,779   $ 8.93    11.77%
 97-50       $ 11,050,000     282,272      282,272      107,282   38.0%       94.0%     $200     $ 1,289,488   $ 4.57    11.67%
             $  3,865,000     215,140      157,286       97,165   20.5%       60.0%     $106     $   493,580   $ 2.11     7.34%
             $412,000,000   2,736,175    1,874,101    1,054,594   51.7%       99.0%     $649     $30,500,000   $43.61    12.77%
             $ 83,367,740     946,225      608,149      324,301   34.9%       86.8%     $286     $ 7,476,625   $12.55     9.65%
             $ 70,428,571     960,636      331,103      331,103   34.3%       87.4%     $291     $ 6,144,821   $17.88     9.00%
             $ 85,474,116     943,879      653,249      323,194   35.0%       86.7%     $266     $ 7,698,592   $11.66     9.76%



<CAPTION>
            CAPITALIZA
            ATION RATES              UNIT RATE COMPARISON
            -----------
    SALE     TERMINAL               PRICE/GLA   PRICE/MALL    SALES
    NO.         OAR        IRR      PURCHASED    SHOP GLA    MULTIPLE
- ----------- ---------- ----------- ----------- ------------ ---------
<S>         <C>        <C>         <C>         <C>          <C>
 97-40            --          --       $ 56        $135       0.55
 97-41
 97-42         10.50%         --       $ 50        $118       0.47
 
 
 97-43            --          --       $142         372       1.09
 97-44            --          --       $159        $890       1.97
 97-45          9.25%      12.00%      $137        $188       0.85
 97-46            --          --       $ 80        $216       0.87
 97-47            --          --       $ 84        $372       1.35
 97-48            --       10.50%      $220        $495       1.09
   (2)
 97-49            --          --       $ 76        $113       0.57
 97-50            --          --       $ 39        $103       0.51
                7.40%      10.50%      $ 21        $ 36       0.27
               11.00%      13.43%      $594        $770       1.97
                9.11%      11.92%      $139        $250       0.84
                8.50%      11.90%      $201        $201       0.68
                9.16%      11.93%      $129        $258       0.87
</TABLE>

- ------------------------------------------
(1)   Leasehold interest.
(2)   Partial interest adjusted to reflect 100% interest.
(3)   Based on allocated sale price: part of 3-property transaction.
(4)   Based on allocated sale price: part of 2-property transaction.
(5)   Based on stabilized net income.

<PAGE>

                                                      SALES COMPARISON APPROACH
- -------------------------------------------------------------------------------
           as well as the availability of capital made acquisitions much easier
           compared to previous two to three years. In addition, sellers became
           much more realistic in there pricing, recognizing that the long term
           viability of a regional mall requires large infusions of capital.
           The 29 transactions we tracked for the year range in size from
           approximately $22.2 million to $451.0 million. The malls sold also
           run the gamut of quality ranging from several secondary properties
           in small markets to such higher profile properties as Old Orchard
           Shopping Center in Chicago and The Plaza and Court at King of
           Prussia in Philadelphia. Sale prices per square foot of mall shop
           GLA range from $119 to $534 with a mean of $243. REIT's primary
           focus on initial return with their underwriting centered on in place
           income. As such, capitalization rates ranged from 7.0 percent to
           12.1 percent with a mean of 9.44 percent.

      o    Mall sales activity in 1997 exceeded the number of sales tracked in
           1996. REITs have continued to show their appetite for acquisitions.
           Most of the sales which have occurred in the past 12 months involve
           "B" grade malls. Exceptions exist with respect to Regency Square,
           San Francisco Shopping Center, Tysons Corner, and most recently The
           Falls Shopping Center in Miami, Florida. These properties are viewed
           as among the nation's premier retail properties. The 50 transactions
           we have tracked to date range in size from $3.9 million to $412.0
           million. Unit sale prices also vary widely from $21 to $594 per
           square foot of GLA sold. On the basis of mall shop GLA, the range is
           from $36 to $770 per square foot. Overall rates fall between 7.34
           percent and 12.77 percent, and average 9.65 percent. Mall shop sales
           per square foot range from $106 to $649, with a mean of $286 per
           square foot.

      o    Transactions during the first half of 1998 show that the pace of
           acquisitions has not subsided. In addition to several portfolio
           transactions, we have tracked 15 deals which point towards a further
           lowering of cap rates as buyer's get more aggressive with their
           pricing. REIT's are showing their persistent need to grow and we see
           that the same players continue to compete for product. Cap rates are
           expected to drop further into the second half of 1998.

      In addition to the above, one of the best indicators of market value for
the subject is the recent purchase of the property by Macerich, which closed in
June 1998. According to representatives from Macerich, the price was
$170,500,000, all cash, for the 535,912 square feet of GLA. This equals $318.15
per square foot. The capitalization rate was 8.2. percent based on 1998
projected income of $14,002,000. The IRR was 11.0 percent and the terminal
capitalization rate was 9.0 percent. Rent, sales and expense growth assumptions
were 4.0 percent per year. Year -end 1998 comparable store sales were projected
to be $395 per square foot. This equals an increase of 5.9 percent over the
1997 amount. The property was marketed by Eastdil Realty Company and sold after
a total marketing/escrow period of about six months.
- -------------------------------------------------------------------------------

                                      66
<PAGE>

                                                      SALES COMPARISON APPROACH
- -------------------------------------------------------------------------------
      While these unit prices implicitly contain both the physical and economic
factors affecting the real estate, the statistics do not explicitly convey many
of the details surrounding a specific property. Thus, this single index to the
valuation of the subject property has limited direct application. The price per
square foot of mall shop GLA acquired yields one common form of comparison.
However, this can be distorted if anchor and/or other major tenants generate a
significant amount of income. The following chart shows this relationship along
with other selected indices.

==========================================================================
                  REGIONAL & SUPER-REGIONAL MALL SALES
                        SELECTED AVERAGE INDICES
==========================================================================
                 PRICE/SF OF      PRICE/SF OF MALL   
 TRANSACTION      TOTAL GLA      SHOPS RANGE/OVERALL  MEAN SALES   MEAN 
    YEAR        RANGE/MEAN**            MEAN           MULTIPLE    OAR
- --------------------------------------------------------------------------
 1991            $156 - $556         $203 - $556         1.17      6.44%
                     $282                $357
- --------------------------------------------------------------------------
 1992            $136 - $511         $226 - $511         1.07      7.31%
                     $259                $320
- --------------------------------------------------------------------------
 1993            $ 73 - $471         $173 - $647         1.15      7.92%
                     $242                $363
- --------------------------------------------------------------------------
 1994            $ 83 - $378         $129 - $502         0.96      8.37%
                     $197                $288
- --------------------------------------------------------------------------
 1995            $ 53 - $686         $ 93 - $686         0.96      9.13%
                     $193                $284
- --------------------------------------------------------------------------
 1996            $ 44 - $534         $119 - $534         0.85      9.44%
                     $187                $243
- --------------------------------------------------------------------------
 1997            $ 21 - $594         $ 36 - $770         0.84      9.65%
                     $142                $253
- --------------------------------------------------------------------------
 1998            $ 49 - $258         $ 148 - $505        0.88      9.51%
                     $124                $244
==========================================================================
 *     Includes all transactions for particular year
 **    Based on total GLA acquired
==========================================================================

      The table above shows that the annual average price per square foot of
total GLA acquired has ranged from $124 to $282 per square foot. A declining
trend has been in evidence as cap rates have risen. As discussed, one of the
factors which may influence the unit rate is whether anchor stores are included
in the total GLA which is transferred. Thus, a further refinement can be made
between those malls which have transferred with anchor space and those which
have included only mall GLA. The price per square foot of mall shop GLA has
declined from a high of $363 per square foot in 1993 to $243 per square foot in
1996. In 1997 the price per square foot increased to $253 per square foot.
Through the first half of 1998 it is showing $244 per square foot.
- -------------------------------------------------------------------------------

                                      67
<PAGE>

                                                      SALES COMPARISON APPROACH
- -------------------------------------------------------------------------------
      As the subject is theoretically selling both mall shop GLA and owned
department stores, we will look at the recent sales involving both mall shop
and anchor stores more closely. As a basis for comparison, we will analyze the
subject based upon the first year NOI. First year NOI has been projected to be
$26.85 per square foot based upon 535,912 square feet of owned GLA. Derivation
of the subject's projected net operating income is presented in the Income
Capitalization Approach section of this report. With projected NOI of $26.85
per square foot, the subject falls at the upper end of the range exhibited by
most of the comparable sales.

      Since the income that an asset will produce has direct bearing on the
price that a purchaser is willing to pay, it is obvious that a unit price which
falls at the high-end of the range indicated by the comparables would be
applicable to the subject. The subject's anticipated net income can be
initially compared to the composite mean of the annual transactions in order to
place the subject in a frame of reference. This is shown on the following
chart.

               ====================================================
                                         SUBJECT        SUBJECT 
               SALES YEAR  MEAN NOI     FORECAST         RATIO
               ====================================================
                  1991      $14.25       $26.85          188%
               ----------------------------------------------------
                  1992      $16.01       $26.85          168%
               ----------------------------------------------------
                  1993      $15.51       $26.85          173%
               ----------------------------------------------------
                  1994      $15.62       $26.85          172%
               ----------------------------------------------------
                  1995      $12.35       $26.85          217%
               ----------------------------------------------------
                  1996      $10.70       $26.85          251%
               ----------------------------------------------------
                  1997      $11.66       $26.85          230%
               ----------------------------------------------------
                  1998      $ 9.69       $26.85          277%
               ====================================================
               * Data for years 1991  through 1996 are retained in
                 our files.
               ====================================================

      With first year NOI forecasted at approximately 172 to 277 percent of the
mean of these sales in each year, the unit price which the subject property
would command should be expected to fall within a relative range.

NET INCOME MULTIPLIER METHOD

      Many of the comparables were bought on expected income, not gross
leasable area, making unit prices a somewhat subjective reflection of
investment behavior regarding regional malls. In order to quantify the
appropriate adjustments to the indicated per square foot unit values, we have
compared the subject's first year pro forma net operating income to the pro
forma income of the individual sale properties. In our opinion, a buyer's
criteria for the purchase of a retail property is predicated primarily on the
property's income characteristics. Thus, we have identified a relationship
between the net operating income and the sales price of the property.
Typically, a higher net operating income per square foot corresponds to a
higher sales price per square foot. Therefore, this adjustment incorporates
factors such as location, tenant mix, rent levels, operating characteristics,
and building quality.
- -------------------------------------------------------------------------------

                                      68
<PAGE>

                                                      SALES COMPARISON APPROACH
- -------------------------------------------------------------------------------
      Provided below, we have extracted the net income multiplier from those
improved sales which we feel are the most comparable to the subject. We have
selected only those sales occurring in 1998 involving the purchase of both mall
shop and anchor GLA with the most similar incomes per square foot as compared
to the subject. The equation for the net income multiplier (NIM), which is the
inverse of the equation for the capitalization rate (OAR), is calculated as
follows:

      NIM   =     Sales Price
                  -----------
              Net Operating Income

             =======================================================
                       NET INCOME MULTIPLIER CALCULATION
             =======================================================
                                      (divided by)  = NET INCOME
              SALE NO.     PRICE/SF      NOI/SF      MULTIPLIER
             =======================================================
                98-2         $228        $16.90         13.49
             -------------------------------------------------------
                98-3         $133        $11.03         12.06
             -------------------------------------------------------
                98-11        $147        $13.25         11.09
             -------------------------------------------------------
                98-15        $118        $11.78         10.02
             -------------------------------------------------------
                MEAN         $157        $13.24         11.67
             -------------------------------------------------------

      Valuation of the subject property utilizing the net income multipliers
(NIMs) from the comparable properties accounts for the disparity of the net
operating incomes (NOIs) per square foot between the comparables and the
subject. Within this technique, each of the adjusted NIMs are multiplied by the
NOI per square foot of the subject, which produces an adjusted value indication
for the subject. The net operating income per square foot for the subject
property is calculated at $26.85 per square foot, as detailed in the Income
Capitalization Approach section of this report.

             =======================================================
                           ADJUSTED UNIT RATE SUMMARY
             =======================================================
                                      NET INCOME      INDICATED
              SALE NO.     NOI/SF    X MULTIPLIER    PRICE = $/SF
             =======================================================
                98-2       $26.85       13.49            $362
             -------------------------------------------------------
                98-3       $26.85       12.06            $324
             -------------------------------------------------------
                98-11      $26.85       11.09            $298
             -------------------------------------------------------
                98-15      $26.85       10.02            $269
             =======================================================
                MEAN       $26.85       11.67          $313.34
             =======================================================
- -------------------------------------------------------------------------------

                                      69
<PAGE>

                                                      SALES COMPARISON APPROACH
- -------------------------------------------------------------------------------
      From the process above, we see that the indicated net income multipliers
range from 10.02 to 13.49 with a mean of 11.67. The adjusted unit rates range
from about $269 to $362 per square foot of owned GLA with a mean of $313 per
square foot.

      Considering the characteristics of the subject, we believe that a unit
rate range slightly above the average, of $315 to $325 per square foot is
appropriate. This is supported by the recent purchase price of the subject at
$318.15 per square foot. Applying this unit rate range to 535,912 square feet
of owned GLA results in a value of approximately $168.8 million to $174.2
million for the subject. Based on the preceding analysis, and giving the most
weight to the recent price paid for the subject of $170,500,000, we have
concluded near the middle of the range at $170,500,000.

                 ESTIMATED VALUE - NET INCOME MULTIPLIER METHOD
                            ROUNDED TO $170,500,000

SALES MULTIPLE METHOD

      Arguably, it is the mall shop GLA sold and its intrinsic economic profile
that is of principal concern in the investment decision process. A myriad of
factors influence this rate, perhaps none of which is more important than the
sales performance of the mall shop tenants. Accordingly, the abstraction of a
sales multiple from each transaction lends additional perspective to this
analysis.

      The sales multiple measure is often used as a relative indicator of the
reasonableness of the acquisition price. As a rule of thumb, investors will
look at a sales multiple of 1.00 as a benchmark, and will look to keep it
within a range of 0.75 to 1.25 times mall shop sales performance unless there
are compelling reasons why a particular property should deviate.

      The sales multiple is defined as the sales price per square foot of mall
GLA divided by average mall shop sales per square foot. As this reasonableness
test is predicated upon the economics of the mall shops, technically, any
income (and hence value) attributed to anchors that are acquired with the mall
as tenants should be segregated from the transaction. As an income (or sales)
multiple has an inverse relationship with a capitalization rate, it is
consistent that, if a relatively low capitalization rate is selected for a
property, it follows that a correspondingly above-average sales (or income)
multiple be applied. In most instances, we are not privy to the anchor's
contributions to net income. Therefore, the analysis shown below is limited to
those sales which involved mall shop GLA only.
- -------------------------------------------------------------------------------

                                      70
<PAGE>

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

                      =======================================
                              SALES MULTIPLE SUMMARY
                      =======================================
                                                     SALES 
                      SALE NO.   GOING-IN OAR      MULTIPLE
                      =======================================
                        98-4          9.0%           0.75
                      ---------------------------------------
                        98-8          9.3%           0.97
                      ---------------------------------------
                        97-3          8.1%           0.91
                      ---------------------------------------
                        97-4          9.8%           0.57
                      ---------------------------------------
                        97-16         9.5%           0.56
                      ---------------------------------------
                        97-31         8.1%           0.71
                      ---------------------------------------
                        97-32         8.9%           0.87
                      ---------------------------------------
                        97-35         9.7%           0.84
                      =======================================
                        MEAN          9.1%           0.77
                      =======================================

      Sale 97-33 was excluded from the above dataset. Sale 97-33 was only 60
percent occupied at the date of sale. As such, the multiple of 0.27 is not very
meaningful.

      The comparable mall sales show sales multiples that range from 0.56 to
0.97 with a mean of about 0.77. Excluding the extremes, the range narrows to
generally between 0.75 and 0.95.

     Excluding partial year tenants the subject's 1997 sales volume
per-square-foot for reporting tenants equals approximately $315 per square foot
including anchors and $373 excluding anchors. We estimate a sales multiple near
the middle of the typical range at 0.85 (based on the subject's $373
per-square-foot sales volume) is appropriate for the subject. The indicated "As
Is" value by this method is summarized below.

     1997 Mall Sales PSF:           $373
     Transferable GLA:              535,912 SF
     Sales Multiple:                0.85

           $373 x 0.85 x 535,912 =  $169,910,900

     Estimated As Is Value - 
     Sales Multiple Method
           Rounded to:              $170,000,000
- -------------------------------------------------------------------------------

                                      71
<PAGE>

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

      The two methods we considered within the Sales Comparison Approach
provided the following indications of value for the subject property:

      PRICE PER-SQUARE-FOOT:        $170,500,000

      SALES MULTIPLE ANALYSIS:      $170,000,000

      In addition to the preceding analysis, we give substantial weight to the
recent acquisition price for the subject at $170,500,000 which is well
supported by comparable sales data. Therefore, based on the indications
provided by the two methods we considered we conclude that the market value for
the leased fee interest in the subject property (including both Phases I & II)
by the Sales Comparison Approach is $170,500,000.
- -------------------------------------------------------------------------------

                                      72
<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 (DCF) analysis. In direct
capitalization, net operating income is divided by an overall rate extracted
from market sales to indicate a value. In the discounted cash flow method,
anticipated future net income streams and a reversionary value are discounted
to an estimate of net present value at a chosen yield rate (internal rate of
return).

      In our opinion, both the direct capitalization and discounted cash flow
methods are appropriate for the subject. Large, investment grade retail
properties have generally been bought and sold based on the discounted cash
flow analysis. This method allows investors to model the property income and
expense patterns and compare the projected yield to alternative investments.
The discounted cash flow is the best method available for projecting and
analyzing the annual cash flows. However, in recent years, investors have been
shifting their emphasis away from sole reliance on the discounted cash flow
analysis while placing weight on the direct capitalization analysis of existing
net operating income.

      In this Income Approach to the valuation of Westside Pavilion, we have
utilized a 10-year holding period for the investment with the cash flow
analysis commencing on July 1, 1998. Although an asset such as the subject has
a much longer useful life, an investment analysis becomes much more meaningful
if limited to a time period considerably less than the real estate's economic
life, but of sufficient length for an investor. A 10-year holding period for
this investment is long enough to model the asset's performance and leasing
strategy, but short enough to reasonably estimate the expected income and
expenses of the real estate.

      The revenues and expenses which an informed investor may expect from the
subject property will vary over the holding period. Major investors active in
the market for this type of real estate establish certain parameters in the
computation of these cash flows and criteria for decision making which this
valuation analysis must include if it is to be truly market-oriented. These
current computational parameters are dependent upon market conditions relative
to the subject property type. Cushman & Wakefield regularly survey these market
participants. The results of our most recent Investor Survey are summarized in
the Addenda.

      By forecasting the anticipating income stream and future value at
reversion, the discounting process may be applied to derive a value that an
investor would pay to receive that particular income stream. Investors
typically price real estate on their expectations of the magnitude of these
benefits and their judgment of the risks involved. Our valuation
- -------------------------------------------------------------------------------

                                      73
<PAGE>

                                                                INCOME APPROACH
- -------------------------------------------------------------------------------
methodology endeavors to reflect the most likely actions of typical buyers and
sellers of a property interest similar to the subject.

      An analytical real estate computer model that simulates the behavioral
aspects of the property and examines the results mathematically is employed for
the discounted cash flow analysis. In this instance, we used the Pro-Ject +
Plus computer model and Lotus software. Since investors are the basis of the
marketplace in which the subject property will be bought and sold, this type of
analysis is particularly germane to the appraisal assignment at hand. Following
is a detailed discussion of the components which form the basis of this
analysis.

POTENTIAL GROSS REVENUES

      The total potential gross revenues generated by a retail mall are
composed of a number of distinct elements: minimum rent determined by lease
agreement, an additional overage rent based upon a percentage of retail sales,
a reimbursement of certain expenses incurred in the ownership and operation of
the real estate, revenue generated from the sale of services and certain
utilities, temporary tenant or other specialized rental income, and other
miscellaneous revenues.

      The minimum base rent represents a legal contract establishing a return
to the investors in the real estate, which the passing of certain expenses to
the tenants serves to maintain this return in an era of continually rising
costs of operation. The additional rent based upon a percentage of retail sales
serves to preserve the purchasing power of the residual income to an equity
investor over time. Revenue generated from the sale of other services offsets
the costs associated with providing these services. Finally, temporary tenant
rent and miscellaneous income can add an additional important source of revenue
in the complete operation of the property.

      Potential gross income at the subject property is primarily generated as
minimum rent and expense recoveries from existing tenants. Additional revenue
sources include overage rental, and miscellaneous income from storage rents,
specialty income, marketing revenue, and other revenue.

      The rental income which an asset such as the subject property will
generate for an investor is analyzed as to its liquidity, quantity, and
durability. The quality and probable duration of income will affect the amount
of risk which an informed investor may expect over the property's useful life.
The segregation of the income stream provides us greater insight into the make
up, or contribution of each revenue source, to the total income stream. Each
revenue source lends itself to a specific weighting of these variables as the
risk associated with each varies. The composition of the subject's mall revenue
stream, and the risk associated with each element, are considered and
incorporated into our analysis. We will discuss each component of the subject's
revenue sources in the following paragraphs.

MINIMUM RENTAL INCOME

      The projection utilized in this analysis is based upon the actual rent
roll in place as of June 30, 1998 along with our assumptions relative to market
rent for the vacant spaces. The minimum rents forecasted for the subject
property are derived from the various tenant 
- -------------------------------------------------------------------------------

                                      74
<PAGE>

<TABLE>
<CAPTION>
====================================================================================================
GROSS LEASEABLE AREA SUMMARY

WESTSIDE PAVILION
Cushman & Wakefield, Inc.
- ----------------------------------------------------------------------------------------------------
                                                                        UNOWNED
                                         OWNED GLA                        GLA            TOTAL
====================================================================================================
<S>                                       <C>             <C>           <C>             <C>    
Anchors
   Robinson's May                                                       220,000
   Nordstrom                              138,128
   Pavilions                              43,435
TOTAL ANCHORS:                            181,563                       220,000         401,563

Main Mall Stores
   Level 1                                95,842
   Level 2                                90,725
   Level 3                                67,327
   Food Court                              8,477
                                           -----
   TOTAL MAIN MALL STORES                 262,371                                       262,371

   Occupied Main Mall                     258,845         98.7%
   Vacant Main Mall                        3,526           1.3%

Expansion Mall Stores
   Level 1 (Incl.3 level Barnes & Noble)  47,968
   Level 2                                19,559
   Level 3                                24,451
                                          ------
   TOTAL EXPANSION MALL STORES            91,978                                        91,978

   Occupied Expansion Mall                36,862          40.1%
   Vacant Expansion Mall                  55,116          59.9%

GRAND TOTALS                              535,912                       220,000         755,912

Occupied Owned GLA                                        89.1%
Occupied Main Mall Shops                                  98.7%
Occupied Expansion Shops                                  40.1%
Total Development Occupancy                               92.2%

====================================================================================================
</TABLE>

<PAGE>

                                                                INCOME APPROACH
- -------------------------------------------------------------------------------
categories including main-mall tenants, expansion-mall tenants, and anchor
tenants. Robinson's-May owns its own building and pays only expenses to the
subject landlord related to the continued operation and maintenance of the
parking garage. Nordstrom and Pavilions pay rent according to the terms of
their leases and also make a contribution to the operating expense pool for the
property. The following discussion sets forth the pertinent data covering the
rental income sources for the subject regional mall.

OCCUPANCY

      We reviewed a rent roll and lease abstracts detailing the lease terms for
approximately 130 occupied stores with a combined 477,270 square feet or 89.1
percent of the total gross leasable area of 535,912 square feet under subject
ownership. This gross leasable area figure includes 164 mall stores (36 vacant
and 128 occupied), Nordstrom and Pavilions. These figures exclude the 220,000
square foot Robinson's-May store under separate ownership. Including this store
the Westside Pavilion development totals 755,912 square feet. Based on this
gross leasable area figure, the subject is 92.2 percent occupied. The chart on
the ACCOMPANYING PAGE summarizes the total area reconciliation for the subject
mall.

      On the following pages is an analysis of the subject's gross income
potential. This analysis includes a discussion of contract rental rates, market
rental rates, gross sales and percentage rental income, recovery income, and
other income sources.

TENANT OVERVIEW

      The subject Westside Pavilion consists of two components: 1) an enclosed
three level mall ("main mall"); and 2) a three level open air mall ("expansion
mall") which occupies the southwest corner of Pico and Westwood Boulevards. The
accompanying exhibits provide an overview of the layout of the improvements,
and the leasable areas of the components of the center.

      ANCHOR TENANTS

      The subject center is anchored by Nordstrom and Robinson's-May Department
stores as well as a Pavilions supermarket. Robinson's-May occupies it own
220,000 square foot building. Nordstrom leases a 138,128 square foot building
per the terms of a 51 year lease. Nordstrom pays an annual base rental of
$221,000 or $1.60 per-square-foot, fixed over the term. Pavilions occupies a
43,435 square foot store located in the parking level below Level One of the
main mall. Pavilions pays an annual base rental of $650,000 or $14.96
per-square-foot, fixed over the term.

      MAIN MALL-LEVEL 1

      The chart on an accompanying page and corresponding lease plan illustrate
the layout and contract rents of the tenants which occupy the first level of
the main-mall. This section of the enclosed mall is located between the
entrances to the Robinson's-May and Nordstrom department stores. The total
gross leasable area of the first level of the main mall is 95,842 square feet
or 17.9 percent of the total area of 535,912 square feet. This section of the
enclosed mall is currently configured for 46 tenants (including four ATM
spaces) ranging in size from 12 to 9,921 square feet. Store frontages range
from 17 feet to 85 feet and store depths range from 28 to 126 feet.
- -------------------------------------------------------------------------------

                                      75
<PAGE>

<TABLE>
<CAPTION>
======================================================================================================
FIRST FLOOR MAIN MALL CONTRACT RENTS
WESTSIDE PAVILION
======================================================================================================
                                                                                              CURRENT
SUITE     TENANT                                                               SIZE           RENT/SF
- -----     ------                                                               ----           -------
<S>       <C>                            <C>                                    <C>           <C>   
 174      Bare Escentuals                                                       724           $75.00
 163      BCBG Shoes                                                            808           $65.00
 167      Mrs. Field's Cookies                                                  808           $90.67
 147      Carriage Trade                                                        909           $60.00
 139      Easy Spirit                                                           945           $60.00
 143      Body Shop, The                                                        960           $60.00
 187      Optometric Options                                                    980           $102.24
                                                                                ---           -------
                                         1ST FLOOR AVG. < 1,000 SF             6,134          $73.22
- ------------------------------------------------------------------------------------------------------
 135      Shoe Lord                                                            1,001          $60.00
 155      Perfumania                                                           1,010          $60.00
 182      Bisou-Bisou                                                          1,107          $70.00
 151      Papyrus                                                              1,111          $50.00
 159      Leathermode                                                          1,111          $65.00
 171      First Bellissimo                                                     1,288          $58.00
 119      Jones New York                                                       1,317          $52.98
 175      Planet Punk                                                          1,465          $50.00
 179      Lili's Boutique                                                      1,474          $55.00
 115      Le Prestige                                                          1,482          $55.00
 123      Charles David                                                        1,486          $55.00
 189      BCBG                                                                 1,826          $57.51
 186      Privilege                                                            1,866          $69.81
 101      Zales Jewelers                                                       1,966          $52.03
                                                                               -----          ------
                                         1ST FLOOR AVG. 1,001 - 2,000 SF      19,510          $57.69
- ------------------------------------------------------------------------------------------------------
 162      Foot Locker                                                          2,003          $48.00
 100      Lisa's Beauty Supply                                                 2,021          $30.00
 129      Morgan Paris                                                         2,043          $45.00
 158      Steve Madden                                                         2,147          $34.58
 170      Vencci                                                               2,192          $48.00
 154      Bassini                                                              2,384          $45.00
 120      Bebe                                                                 2,471          $60.00
 113      Barami Stuido                                                        2,774          $30.00
 136      Jan's Hallmark                                                       2,810          $45.00
                                                                               -----          ------
                                         1ST FLOOR AVG. 2,001 - 3,000 SF      20,845          $42.86
- ------------------------------------------------------------------------------------------------------
 199      LensCrafters                                                         3,192          $35.28
 193      Sisley                                                               3,255          $31.00
 132      Nine West                                                            3,911          $35.17
 124      Champs Sports                                                        4,488          $33.00
                                                                               -----          ------
                                         1ST FLOOR AVG. 3,001 TO 5,000 SF     14,846          $33.62
- ------------------------------------------------------------------------------------------------------
 116      Guess ?                                                              5,380          $45.00
 197      Panda Inn                                                            5,863          $24.00
 114      Lechter's                                                            6,119          $33.45
 104      Waldenbooks / Waldenkids                                             6,557          $25.00
 146      Limited, The                                                         9,921          $33.00
                                                                               -----          ------
                                         1ST FLOOR AVG. 5,001 - 10,000 SF     33,840          $31.88
======================================================================================================
                                         TOTAL 1ST FLOOR AVG:                 95,175          $42.51
======================================================================================================
</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.]



















                          [1ST LEVEL - MAIN MALL MAP]




















<PAGE>

                                                                INCOME APPROACH
- -------------------------------------------------------------------------------
      A total of 41 tenants were in occupancy as of June 30, 1998 (including a
kiosk Activate Cellular and two ATM spaces), the date of the most recent rent
roll we reviewed. The shop tenants (excluding ATM's and the kiosk) occupy
95,175 square feet or 99.3 percent of this section of the enclosed mall and
have per-square-foot rental rates which range from $24 to $102.24 annually on a
triple net basis. The average rental rate for the shop tenants on the first
level of the main mall is $42.51 per square foot. Compared to the mall's
comparable store sales of $373 per square foot as of year-end 1997, this equals
a rent-to-sales ratio of 11.4 percent.

      There were four vacant spaces on the first level of the main mall as of
June 30, 1998, including two kiosks of 185 and 150 square feet each, and two
ATM spaces of 12 square feet each, for a total of 359 square feet.

      MAIN MALL-LEVEL 2

      The chart on an accompanying page and corresponding lease plan illustrate
the layout and lease terms of the tenants which occupy the second level of the
main-mall. This section of the enclosed mall is located between the entrances
to the Robinson's-May and Nordstrom department stores between the first and
third levels. The total gross leasable area of the subject's second level of
the main mall equals 90,725 square feet or 16.9 percent of the total area of
535,912 square feet. This section of the enclosed mall is currently configured
for 37 tenants ranging in size from 205 to 10,360 square feet. Store frontages
range from 12 feet to 96 feet and store depths range from 10 to 112 feet.

      A total of 37 tenants were in occupancy as of June 30, 1998, or 100
percent of the second floor space (including a 205 square foot kiosk shown in a
different chart). The per-square-foot rental rates range from $18.00 to $195.12
annually on a triple net basis. The upper end of this range corresponds to the
rental rate for Watch Collection, the smallest tenant in this area of the mall
with 205 square feet. Typical per-square-foot rental rates in this section of
the enclosed mall are within the $35 to $45 per-square-foot range and the
average per-square-foot rental rate for the subject's second level of the main
mall equals $38.41. Compared to the mall's comparable store sales of $373 per
square foot as of year-end 1997, this equals a rent-to-sales ratio of 10.3
percent. There were no vacancies on the second level main mall as of June 30,
1998.

      MAIN MALL-LEVEL 3 (EXCLUDES FOOD COURT)

      The chart on an accompanying page and corresponding lease plan illustrate
the layout and lease terms of the tenants which occupy the third level of the
main-mall. This section of the enclosed mall is located between the entrances
to the Robinson's-May and Nordstrom department stores, and excludes the food
court. The total gross leasable area of the subject's third level of the main
mall is 67,327 square feet (excluding the food court) or 12.6 percent of the
total area of 535,912 square feet. This section of the enclosed mall is
currently configured for 32 tenants ranging in size from 12 to 8,321 square
feet (the lower end is for vacant ATM space and the upper end of the range is
for the cinemas). Store frontages range from 14 feet to 128 feet and store
depths range from 10 to 84 feet.
- -------------------------------------------------------------------------------

                                      76
<PAGE>

<TABLE>
<CAPTION>
====================================================================================================
SECOND FLOOR MAIN MALL CONTRACT RENTS
WESTSIDE PAVILION
====================================================================================================
                                                                                           CURRENT
SUITE     TENANT                                                            SIZE           RENT/SF
- -----     ------                                                            ----           -------
<S>       <C>                           <C>                                  <C>           <C>   
 280      LA Nails                                                           469           $60.00
 203      Shoe Care                                                          492           $61.00
 229      Sunglass Place                                                     516           $75.00
 292      Servis & Taylor                                                    581           $75.00
 297      Splendiferous                                                      701           $60.00
 296      What A Kick                                                        783           $42.00
                                                                             ---           ------
                                        2ND FLOOR AVG. < 1,000 SF           3,542          $60.81
- ----------------------------------------------------------------------------------------------------
 235      Claire's Accessories                                              1,049          $65.00
 276      Carlton Hair                                                      1,057          $68.00
 267      Spencer Gifts                                                     1,140          $50.00
 288      Cathy Jean                                                        1,152          $50.00
 272      Lids                                                              1,189          $45.00
 201      See's Candies                                                     1,200          $45.00
 231      Speedo Authentic Fitness                                          1,200          $52.00
 225      J.C.C.                                                            1,223          $52.00
 215      Regis Hairstylists                                                1,234          $34.00
 285      Things Remembered                                                 1,294          $50.00
 219      Ritz Camera 1 Hour Photo                                          1,318          $44.00
 268      Franklin Mint Gallery, The                                        1,355          $45.00
 263      Track 'N Trail                                                    1,782          $40.00
 289      Going To The Game                                                 1,841          $40.00
 293      Skechers                                                          1,956          $40.00
                                                                            -----          ------
                                        2ND FLOOR AVG. 1,001 - 2,000 SF    19,990          $46.87
- ----------------------------------------------------------------------------------------------------
 264      Garden Botanika                                                   2,053          $45.00
 207      Field Management Associates                                       2,308          $23.02
 227      Lady Footlocker                                                   2,317          $48.00
 251      Kiney Shoes                                                       2,340          $42.00
 211      Payless ShoeSource (#5615)                                        2,347          $18.00
 257      Bath & Body Works                                                 2,403          $42.00
 221      Suncoast Motion Picture Co.                                       2,546          $45.32
                                                                            -----          ------
                                        2ND FLOOR AVG. 2,001 - 3,000 SF    16,314          $37.61
- ----------------------------------------------------------------------------------------------------
 248      Contempo Casuals                                                  3,628          $38.00
 271      Bombay Company, The                                               3,889          $33.00
 241      Structure                                                         4,345          $36.00
                                                                            -----          ------
                                        2ND FLOOR AVG. 3,001 - 5,000 SF    11,862          $35.63
- ----------------------------------------------------------------------------------------------------
 200      Lane Bryant                                                       5,683          $22.00
 256      Rampage                                                           6,422          $35.00
 220      Victoria's Secret                                                 7,574          $31.00
 204      Express                                                           8,773          $33.00
 232      Gap, The                                                         10,360          $40.00
                                                                           ------          ------
                                        2ND FLOOR AVG. 5,001 & UP          38,812          $33.20
====================================================================================================
                                        TOTAL 2ND FLOOR AVG:               90,520          $38.41
====================================================================================================
</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.]



















                          [2ND LEVEL - MAIN MALL MAP]





















<PAGE>

<TABLE>
<CAPTION>
================================================================================================
THIRD FLOOR MAIN MALL CONTRACT RENTS
(EXCLUDING FOOD COURT)
WESTSIDE PAVILION
================================================================================================
                                                                                        CURRENT
SUITE     TENANT                                                         SIZE           RENT/SF
- -----     ------                                                         ----           -------
<S>       <C>                        <C>                                  <C>           <C>    
 309      Tasties                                                         231           $151.52
 378      Jewelry Collection                                              480           $90.00
 332      Coffee Merchant, The                                            751           $75.00
 373      Westside One Hour Photo                                         763           $55.00
 384      Raymond Sassoon                                                 792           $50.51
 397      Motherhood Maternity                                            800           $55.00
 380      Pretzel Time                                                    829           $55.00
 382      Game Keeper, The                                                901           $45.00
                                                                          ---           ------
                                     3RD FLOOR AVG. < 1,000 SF           5,547          $62.49
- ------------------------------------------------------------------------------------------------
 368      Brook Shoes for Kids                                           1,060          $48.00
 325      Sweet Factory                                                  1,108          $55.00
 376      Elza                                                           1,147          $55.00
 387      Everything But Water                                           1,278          $51.00
 375      Sunglass Hut                                                   1,310          $50.00
 353      Electronics Boutique                                           1,358          $50.00
 372      Bon Voyage                                                     1,415          $40.00
 321      General Nutrition Center                                       1,608          $45.00
                                                                         -----          ------
                                     3RD FLOOR AVG. 1,001 - 2,000 SF    10,284          $48.86
- ------------------------------------------------------------------------------------------------
 369      Natural Wonders                                                2,091          $36.00
 379      Gymboree                                                       2,177          $45.00
 385      Westime                                                        2,432          $45.00
 333      Pacific Sunwear                                                2,514          $45.00
 341      Right Start, The                                               2,629          $40.00
 395      Tutto Bimbi                                                    2,988          $30.00
                                                                         -----          ------
                                     3RD FLOOR AVG. 2,001 - 3,000 SF    14,831          $39.82
- ------------------------------------------------------------------------------------------------
 354      Limited Tool                                                   3,322          $40.00
 349      Kay-Bee Toy & Hobby                                            3,843          $45.00
 346      Banana Republic (Men)                                          4,237          $36.00
 358      Disney Store, The                                              4,500          $22.00
 361      Banana Republic                                                4,830          $45.00
                                                                         -----          ------
                                     3RD FLOOR AVG. 3,001 - 5,000 SF    20,732          $37.37
- ------------------------------------------------------------------------------------------------
 342      Gap Kids                                                       6,421          $45.00
 301      Goldwyn Pavilion Cinemas                                       8,321          $25.00
                                                                         -----          ------
                                     3RD FLOOR AVG. 5,001 - 10,000 SF   14,742          $33.71
================================================================================================
                                     TOTAL 3RD FLOOR AVG:               66,136          $41.00
================================================================================================
</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.]



















                          [3RD LEVEL - MAIN MALL MAP]






















<PAGE>

                                                                INCOME APPROACH
- -------------------------------------------------------------------------------
      A total of 29 tenants were in occupancy as of June 30, 1998, including
in-line shops Sprint PCS kiosk, an ATM and Previews (theater preview
advertising space). The in-line shop tenants occupy 66,136 or 98.2 percent of
this section of the enclosed mall and have per-square-foot rental rates which
range from $22.00 to $151.52 annually on a triple net basis. The upper end of
this range corresponds to the rental rate for Tasties, the smallest tenant in
this area of the mall with 231 square feet. The average per-square-foot rental
rate for the third level of the main mall equals $41.00. Compared to the mall's
comparable store sales of $373 per square foot as of year-end 1997, this equals
a rent-to-sales ratio of 11.0 percent.

      There were 1,146 square feet of vacant space available for lease on this
level as of June 30, 1998. These vacant space includes one 1,122 square foot
in-line space and two ATM spaces with 12 square feet each.

      FOOD COURT-LEVEL 3

      The chart on an accompanying page and corresponding lease plan illustrate
the layout and lease terms of the subject's food court tenants. This section of
the enclosed mall is located near the entrance to the cinemas and the
Robinson's-May department store on the third level of the main mall. The total
gross leasable area of the food court equals 8,477 square feet or 1.6 percent
of the total enclosed mall area of 535,912 square feet. This section of the
enclosed mall is currently configured for 14 tenants ranging in size from 144
to 991 square feet. Store frontages range from 9 feet to 43 feet and store
depths range from 17 to 38 feet.

      A total of 11 tenants were in occupancy as of June 30, 1998, with three
vacant food court suites. The tenants occupy 6,444 square feet or 76 percent of
this section of the enclosed mall and have per-square-foot rental rates which
range from $80.00 to $173.61 annually on a triple net basis. The upper end of
the range in contract rental rates corresponds to the smallest lease to a food
court kiosk which is only 144 square feet in size. Typical per-square-foot
rental rates in this section of the enclosed mall are in $90 to $100
per-square-foot range and the average per-square-foot rental rate for the court
tenants equals $107.87 per-square-foot. Compared to the year-end 1997
comparable store sales level of $691 per square foot for the food court alone,
this equals a rent-to-sales ratio of 15.6 percent.

      SUBJECT EXPANSION MALL

      The subject includes a three level expansion component located at the
southwest corner of Pico and Westwood Boulevards. The subject expansion mall is
connected to Nordstrom's third level entrance via a pedestrian bridge which
extends over Westwood Boulevard. The subject expansion component totals 91,978
square feet and is 40.1 percent occupied by six tenants. Several other
temporary tenants are in occupancy and are not shown on the rent roll, as these
tenants are counted as specialty tenant income. The accompanying map and
corresponding contract rent summary specify the layout and occupancy status
(levels one through three). Barnes & Noble is the major tenant within the
subject expansion component and occupies a prime three level corner space
totaling 27,586 square feet. The Barnes & Noble lease is for a 15 year primary
term with a current 
- -------------------------------------------------------------------------------

                                      77

<PAGE>

<TABLE>
<CAPTION>
=========================================================================================
FOOD COURT CONTRACT RENTS
WESTSIDE PAVILION
=========================================================================================
                                                                             CURRENT
    SUITE     TENANT                                           SIZE          RENT/SF
    -----     ------                                           ----          -------
    <S>       <C>                         <C>                  <C>           <C>    
     316      Croissants & More                                144           $173.61
     328      Ice N' Cream                                     320           $160.00
     304      Hot Dog On A Stick                               507           $98.62
     308      California Steak & Fries                         535           $95.00
     326      New York Deli                                    602           $91.36
     320      East Wind                                        603           $85.00
     324      California Crisp                                 603           $90.00
     322      Hana Grill                                       622           $99.00
     318      Fajita Flats                                     700           $80.00
     310      Panda Express                                    817           $134.64
     300      Sbarro                                           991           $131.18
                                                               ---           -------
                                           FOOD COURT AVG.    6,444          $107.87
========================================================================================

</TABLE>

<TABLE>
<CAPTION>
=========================================================================================
EXPANSION MALL CONTRACT RENTS
WESTSIDE PAVILION
=========================================================================================
                                                                             CURRENT
    SUITE     TENANT                                           SIZE          RENT/SF
    -----     ------                                           ----          -------
     <S>      <C>                        <C>                  <C>           <C>    
     401      Barnes & Noble                                  27,586         $30.83
     505      Politically Incorrect                            516           $30.00
     513      Tony Roma's                                     4,309          $41.00
     603      Linear                                          1,200          $65.00
     604      McDonald's                                      1,152          $51.22
     616      Baja Buds Del Norte                             2,099          $13.22
                                                              -----          ------
                                       EXPANSION MALL AVG.    36,862         $32.75
=========================================================================================
</TABLE>

<TABLE>
<CAPTION>
=========================================================================================
ATM & KIOSK CONTRACT RENTS
WESTSIDE PAVILION
=========================================================================================
                                                                             CURRENT
    SUITE     TENANT                                           SIZE          RENT/SF
    -----     ------                                           ----          -------
    <S>       <C>                       <C>                    <C>           <C>
      6       King ATM                                          12          $1,250.00
    ATM1      ATM                                               16           $937.50
    9016      Previews, Etc.                                    21           $857.14
     330      Sprint PCS                                        36           $833.33
     103      Activate Cellular                                100           $700.00
                                                               ---           -------
                                                 ATM AVG:      185           $800.00

   KIOSKS:
    9001      Colorado Pen                                     180           $266.67
     202      Watch Collection                                 205           $195.12
                                                               ---           -------
                                               KIOSK AVG:      385           $228.57
=========================================================================================
</TABLE>

<TABLE>
<CAPTION>
=========================================================================================
ANCHORS CONTRACT RENT
WESTSIDE PAVILION
=========================================================================================
<S>                                     <C>                   <C>            <C>   
              Pavilions                                       43,435         $14.96
              Nordstrom                                      138,128          $1.60
                                                             -------          -----
                                         ANCHORS AVERAGE:    181,563          $4.80

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

AVERAGE CONTRACT RENT OF ALL SPACE:                          477,270         $27.75 

AVERAGE CONTRACT RENT W/O ANCHORS:                           295,707         $41.84
</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.]



















                          [1ST LEVEL - WEST EXPANSION]


























<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.]



















                          [2ND LEVEL - WEST EXPANSION]























<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.]



















                          [3RD LEVEL - WEST EXPANSION]


























<PAGE>

                                                                INCOME APPROACH
- -------------------------------------------------------------------------------
per-square-foot rental rate of $30.83 annually. The three levels of the subject
expansion mall are analyzed below.

      EXPANSION MALL-LEVEL 1 - We have included 100 percent of the three level
Barnes & Noble space within our analysis of level one of the expansion mall.
Based on the figures included on the accompanying rent roll, level one of the
subject expansion mall contains 47,968 square feet. Barnes & Noble is the only
permanent tenant in occupancy on the first floor of the expansion mall, at a
rent of $30.83 per square foot.

      EXPANSION MALL-LEVEL 2 - This section of the expansion mall totals 19,559
square feet of gross leasable area and currently has only two tenants
(Politically Incorrect and Tony Roma's). The Tony Roma's lease is scheduled to
extend through April, 2003 and the current contract rental rate equals $41.00
annually. Access to this area of the expansion mall is limited as pedestrians
are required to use either escalators or an elevator. Tony Roma's performs
surprisingly well, exhibiting estimated 1997 sales of $408 per-square-foot or a
rent to sales ratio of 10.0 percent.

      EXPANSION MALL-LEVEL 3 - The third level of the expansion mall is
accessible via a pedestrian bridge, which extends from the third level entrance
of Nordstrom over Westwood Boulevard. As a result of the Nordstrom influence,
the third level of the expansion mall performs reasonably well relative to
levels one and two. Tenants on the third level include Linear, McDonalds and
Baja Buds, plus temporary tenants such as The Walking Company. The rents for
these tenants ranges from $13.22 per square foot per year for Baja Buds to
$65.00 per square foot for Linear Hair. McDonald's pays $51.22 per square foot
and attracts considerable customer traffic due to the large outside seating
area.

      ATM & KIOSK SPACE

      The chart on the accompanying page also illustrates the current contract
rents for the ATMs and kiosks in occupancy at the subject. The five ATMs (and
Previews) have an average rent of $800 per square foot with a range from $700
to $1,250 per square foot. The two kiosks have an average rent of $228.57,
ranging from $195.12 to $266.67 per square foot.

      AVERAGE CONTRACT RENT - MAIN MALL

      The summary chart on the accompanying page illustrates the average
contract rents for the subject property. The total contract rents for the owned
GLA is summarized in the top chart. The lower chart shows rents for the main
mall shop space only, and is categorized by size.

      As shown, the first floor average rent equals $42.51 per square foot, the
second floor average contract rent equals $38.41 per square foot and the third
floor space averages $41.00 per square foot. This corresponds with the
management's comment that the first floor sales are highest, followed by the
third floor tenants, with the second floor coming in last. Including the other
components of the mall, the average contract rent for all space, including
anchors, is $27.75 per square foot, and excluding anchors is $41.84 per square
foot. Compared to the 1997 comparable mall shop sales of $373 per square foot,
this indicates an overall rent-to sales ratio, excluding anchors, of 11.2
percent.
- -------------------------------------------------------------------------------

                                      78

<PAGE>

<TABLE>
<CAPTION>

==========================================================================================
    SUMMARY OF CONTRACT RENTS
    CATEGORIZED BY FLOOR & SIZE
    WESTSIDE PAVILION
==========================================================================================
    <S>                                                            <C>             <C>
    1st Floor Avg. < 1,000 SF                                       6,134          $73.22
    1st Floor Avg. 1,001 - 2,000 SF                                19,510          $57.69
    1st Floor Avg. 2,001 - 3,000 SF                                20,845          $42.86
    1st Floor Avg. 3,001 to 5,000 SF                               14,846          $33.62
    1st Floor Avg. 5,001 - 10,000 SF                               33,840          $31.88
                                                                   ------          ------
    TOTAL 1ST FLOOR AVG:                                           95,175          $42.51

    2nd Floor Avg. < 1,000 SF                                       3,542          $60.81
    2nd Floor Avg. 1,001 - 2,000 SF                                19,990          $46.87
    2nd Floor Avg. 2,001 - 3,000 SF                                16,314          $37.61
    2nd Floor Avg. 3,001 - 5,000 SF                                11,862          $35.63
    2nd Floor Avg. 5,001 & Up                                      38,812          $33.20
                                                                   ------          ------
    TOTAL 2ND FLOOR AVG:                                           90,520          $38.41

    3rd Floor Avg. < 1,000 SF                                       5,547          $62.49
    3rd Floor Avg. 1,001 - 2,000 SF                                10,284          $48.86
    3rd Floor Avg. 2,001 - 3,000 SF                                14,831          $39.82
    3rd Floor Avg. 3,001 - 5,000 SF                                20,732          $37.37
    3rd Floor Avg. 5,001 - 10,000 SF                               14,742          $33.71
                                                                   ------          ------
    TOTAL 3RD FLOOR AVG:                                           66,136          $41.00

    FOOD COURT AVERAGE                                              6,444         $107.87

    EXPANSION MALL AVG.                                            36,862          $32.75

    ATM AVG:                                                          185         $800.00

    KIOSK AVG:                                                        385         $228.57

    ANCHORS AVERAGE:                                              181,563           $4.80
==========================================================================================
    AVERAGE CONTRACT RENT OF ALL SPACE:                           477,270          $27.75

    AVERAGE CONTRACT RENT W/O ANCHORS:                            295,707          $41.84
==========================================================================================
</TABLE>

<TABLE>
<CAPTION>
==========================================================================================
    SUMMARY OF CONTRACT RENTS
    CATEGORIZED BY SIZE
    WESTSIDE PAVILION
==========================================================================================
    <S>                                                            <C>             <C>
    1st Floor Avg. < 1,000 SF                                       6,134          $73.22
    2nd Floor Avg. < 1,000 SF                                       3,542          $60.81
    3rd Floor Avg. < 1,000 SF                                       5,547          $62.49
                                                                    -----          ------
    AVERAGE < 1,000 SF                                             15,223          $66.42

    1st Floor Avg. 1,001 - 2,000 SF                                19,510          $57.69
    2nd Floor Avg. 1,001 - 2,000 SF                                19,990          $46.87
    3rd Floor Avg. 1,001 - 2,000 SF                                10,284          $48.86
                                                                   ------          ------
    AVERAGE 1,001 - 2,000 SF                                       49,784          $51.52

    1st Floor Avg. 2,001 - 3,000 SF                                20,845          $42.86
    2nd Floor Avg. 2,001 - 3,000 SF                                16,314          $37.61
    3rd Floor Avg. 2,001 - 3,000 SF                                14,831          $39.82
                                                                   ------          ------
    AVERAGE 2,001 - 3,000 SF                                       51,990          $40.35

    1st Floor Avg. 3,001 to 5,000 SF                               14,846          $33.62
    2nd Floor Avg. 3,001 - 5,000 SF                                11,862          $35.63
    3rd Floor Avg. 3,001 - 5,000 SF                                20,732          $37.37
                                                                   ------          ------
    AVERAGE 3,001 - 5,000 SF                                       47,440          $35.76

    1st Floor Avg. 5,001 - 10,000 SF                               33,840          $31.88
    2nd Floor Avg. 5,001 & Up                                      38,812          $33.20
    3rd Floor Avg. 5,001 - 10,000 SF                               14,742          $33.71
                                                                   ------          ------
    AVERAGE 5,001 SF & UP                                          87,394          $32.77
==========================================================================================
</TABLE>

<PAGE>

                                                                INCOME APPROACH
- -------------------------------------------------------------------------------
      In the lower chart, the contract rates categorized by size indicate a
fairly consistent trend in rates. As size increases, the contract rent averages
decline. The average rent ranges from $66.42 per square foot for space less
than 1,000 square feet to as low as $32.77 per square foot for the largest
category of 5,001 square feet and over. Within the size groups, the variance
between the average rents on each floor indicate similar trends as in the chart
above.

      MARKET RENT

      Appropriate market rent estimates for the subject vary according to
location within the center, size of the space, frontage relative to depth, and
to a degree, the of tenancy projected for the lease area. Since the tenant mix
of the mall is important to the overall success of the center and some tenants
can afford to pay higher rents because of the sales volumes and profit margins,
we attempted to consider a cross section of rental rates for various tenant
sizes and locations in estimating market rent.

      We estimated appropriate market rental rates for the subject by
reconciling the indications provided by several methods typically considered in
the marketplace: 1) a comparison of comparable leases signed for space in
competitive malls in the southern California market area; 2) an analysis of
recent leasing activity in the subject mall; and 3) an analysis of the
relationship between sales volumes, minimum rents, and total occupancy costs
based on acceptable industry standards. The data and analysis are presented
below:

      LEASING ACTIVITY - COMPARABLE REGIONAL MALLS

      The chart on the accompanying pages details the terms of the recently
signed leases involving a range in tenant type and sizes in a number of
competitive Southern California regional malls. The leases range two to 20
years in length, with seven to 10 years as the most typical terms. Prior to
other considerations the rental rates typically decrease in direct proportion
to the increase in the size of the space. The weighted average effective rental
rates for the comparable data range from about $19.63 per-square-foot for the
largest size category (10,000 square feet and above) to $93.03 per-square-foot
for the less than 499 square foot size category. Kiosks averaged $223.93 per
square foot in rent.

      Most of the comparable leases involved space taken "as is" by the
tenants, with no buildout allowance provided by the landlord. Several of the
larger tenants received fairly substantial tenant improvement allowances,
however, particularly the national tenants which are in high demand. The tenant
allowances for the most desirable tenants often range from $20 to $100
per-square-foot. The top tier Los Angeles County malls (West Los Angeles) do
not typically provided tenant allowances, however.

      The contract rental rates for the comparable leases vary considerably in
terms of the rent escalations. The effective rental column included in the
detailed rental chart incorporates rental increases scheduled during the term
of the lease, and the terms range from flat for 10 years, to periodic increases
(typically every two to five years of the term). The leases do not typically
include free rent concessions.
- -------------------------------------------------------------------------------

                                      79
<PAGE>

<TABLE>
<CAPTION>
===================================================================================================================================
                                                     RECENT REGIONAL MALL LEASES
                                                         SOUTHERN CALIFORNIA
===================================================================================================================================
DATA        TENANT NAME           RENTABLE    LEASE    LEASE    LEASE   INITIAL ANNUAL    NNN        %                      PSF 
NO.          KIOSK/ATM            AREA(SF)    START     END      TERM     RENT (PSF)    CHARGES    RENT       TIA/SF     EFFECTIVE 
<S>   <C>                           <C>      <C>       <C>        <C>      <C>           <C>        <C>       <C>          <C>     
1     Starbucks (Kiosk)             182      Jun-98    May-08     10       $153.85       $9-$14     0.0%      $0.00        $164.84 
2     Piercing Pagoda (Kiosk)       120      Jul-97    Jun-00      3       $225.00       $9-$14    10.0%      $0.00        $225.00 
3     Golden Chain Gang (Kiosk)     120      Apr-98    Mar-01      3       $225.00       $9-$14    10.0%      $0.00        $225.00 
4     Sunglass Hut (Kiosk)          120      Sep-97    Aug-00      3       $225.00       $9-$14     8.0%      $0.00        $225.00 
5     Kern Schools (Atm)             49      May-97    Apr-00      3       $204.08       $ 0.00     0.0%      $0.00        $204.08 
6     Wells Fargo Bank (Atm)        100      Sep-97    Aug-02      5       $120.00       $ 0.00     0.0%      $0.00        $120.00 
7     Piercing Pagoda (Kiosk)       100      May-97    Apr-02      5       $300.00       $12.00    10.0%      $0.00        $300.00 
8     Plumb Gold (Kiosk)            100      Sep-97    Aug-02      5       $300.00       $12.00    10.0%      $0.00        $300.00 
9     Bank of America (Atm)          64      Feb-97    Feb-07     10       $300.00       $ 0.00     0.0%      $0.00        $325.78 
                                     --
                                    955                                                       Effective Rental Minimum     $120.00 
                                                                                              Effective Rental Maximum     $325.78 
                                                                                              Weighted Average Rent        $223.93 
                                                                                              Weighted Average TIA         $  0.00 
<CAPTION>
DATA        0 SF-499 SF           RENTABLE    LEASE    LEASE    LEASE   INITIAL ANNUAL    NNN        %                      PSF 
NO.         TENANT NAME           AREA(SF)    START     END      TERM     RENT (PSF)    CHARGES    RENT       TIA/SF     EFFECTIVE 
<S>   <C>                           <C>      <C>       <C>        <C>      <C>           <C>        <C>       <C>          <C>     
10    Town Center Flowers           463      Feb-97    Jan-00      3       $ 43.20       $18.56     7.0%      $ 0.00       $ 43.20 
11    Let's Talk Cellular &                
        Wireless                    200      Mar-97    Feb-04      7       $150.00       $12.89     N/a       $ 0.00       $169.29 
12    Tacone                        470      Nov-97    Dec-07     10       $ 90.00       $33.70     N/a       $ 0.00       $102.13 
13    Juice It Up                   417      May-97    Feb-07     10       $ 75.00       $18.25     8.0%      $ 0.00       $ 85.17 
14    Glendale Federal Bank         248      Aug-97    Jun-02      5       $104.84        Gross     0.0%      $ 0.00       $107.87 
15    Starbucks Coffee              187      Mar-97    Feb-07     10       $133.69       $18.25     6.0%      $ 0.00       $149.91 
16    Pretzel Maker                 471      Nov-96    Oct-06     10       $ 89.17       $18.25     8.0%      $ 0.00       $ 89.17 
17    A & W Hot Dogs & More         450      May-95    Jan-06     11       $ 88.89       $85.00     8.0%      $33.33       $ 89.00 
18    Jewelry Connection            480      Feb-95    Jan-05     10       $ 85.00        Fixed     7.0%      $ 0.00       $ 85.00 
                                    ---   
                                  3,386                                                       Effective Rental Minimum     $ 43.20 
                                                                                              Effective Rental Maximum     $169.29 
                                                                                              Weighted Average Rent        $ 93.03 
                                                                                              Weighted Average TIA         $  4.43 
<CAPTION>
DATA        500 SF-999 SF         RENTABLE    LEASE    LEASE    LEASE   INITIAL ANNUAL    NNN        %                      PSF 
NO.          TENANT NAME          AREA(SF)    START     END      TERM     RENT (PSF)    CHARGES    RENT       TIA/SF     EFFECTIVE 
<S>   <C>                           <C>      <C>       <C>        <C>      <C>          <C>         <C>       <C>          <C>
19    Shoe Doctor                   526      May-95    Feb-05     10       $ 47.91      $ 16.11     8.0%      $52.47       $ 47.91 
20    Mission Renaissance           850      Oct-95    Sep-05     10       $ 50.00      $ 16.11     6.0%      $29.41       $ 50.00 
21    Simply Sterling               969      Sep-95    Jul-05     10       $ 65.00      $ 16.11     7.0%      $10.32       $ 74.00 
22    Sunglass Hut                  983      Jul-95    May-05     10       $ 55.00      $ 16.11     8.0%      $ 0.00       $ 60.00 
23    Select Comfort                725      Jul-95    Jun-02      7       $ 53.00      $ 12.60     6.0%      $ 0.00       $ 54.00 
24    Authentic Fitness             879      May-95    Apr-05     10       $ 60.00      $ 12.60     6.0%      $ 0.00       $ 60.00 
25    Walt Disney Gallery           995      Apr-95    May-05     10       $ 20.00      $ 12.60     0.0%      $10.05       $ 20.00 
26    Watch World                   605      Dec-97    Jan-08     10       $ 80.00      $ 13.69     N/A       $ 0.00       $ 85.08 
27    See's Candies                 700      Sep-97    Aug-02      5       $ 72.86      $ 13.71     N/A       $ 0.00       $ 76.29 
28    Whitehall Jewelers            700      Mar-98    Dec-08     11       $ 85.00      $ 13.55     N/A       $ 0.00       $ 90.37 
29    Steak Escape                  720      Nov-97    Oct-07     10       $ 76.39      $ 28.97     N/A       $ 0.00       $ 83.33 
30    Fredric H. Rubel Jewelers     820      Sep-97    Aug-07      7       $108.00      $ 13.71     N/A       $ 0.00       $112.89 
31    Arby's                        822      Nov-97    Dec-07     10       $ 79.08      $ 31.25     N/A       $ 0.00       $ 82.03 
32    California Fresh                                                                                                    
        Mexican Grill               834      Nov-97    Sep-07     10       $ 55.00      $ 20.85     N/A       $ 0.00       $ 57.48 
33    Papyrus                       920      Apr-98    Mar-01      3       $ 52.17      $ 12.36     N/A       $ 0.00       $ 52.17 
34    True Friends                  952      Apr-98    Jan-08     10       $ 43.00      $ 13.55     N/A       $ 0.00       $ 43.00 
35    Godiva Choclatier             961      Sep-97    Aug-07     10       $ 70.00      $ 13.41     N/A       $ 0.00       $ 72.50 
36    Ritz Camera*                  994      Dec-97    Dec-07     10       $ 50.00      $ 13.69     N/A       $ 0.00       $ 50.00 
37    Confidential                  540      Dec-95    Nov-02      7       $ 92.59      $11-$12     6.0%      $ 0.00       $ 92.59 
38    Confidential                  651      Nov-95    Oct-02      7       $ 57.43      $14-$16     6.0%      $ 0.00       $ 57.43 
39    Confidential                  800      Jun-95    May-02      7       $125.00      $12-$14     6.0%      $ 0.00       $125.00 
40    Sartoria's Express            578      Mar-95    Mar-99      4       $ 42.29      $ 18.25     6.0%      $ 0.00       $ 42.29 
41    Carlson Wagonlit Travel       917      Jan-95    Jan-03      8       $ 40.00      $ 18.25     6.0%      $ 0.00       $ 42.00 
42    Kevin Jewelers                997      Jan-98    Feb-08     10       $100.00      $ 18.25     6.0%      $ 0.00       $105.00 
43    Let's Talk Cellular           598      Sep-97    May-04      7       $ 60.00      $ 18.25     5.0%      $ 0.00       $ 62.96 
44    Jewelry Express               600      Nov-97    Jul-07     10       $ 42.00      $ 18.25     7.0%      $10.00       $ 47.13 
45    Lids                          577      Oct-97    Jul-07     10       $  0.00      $ 18.25     6.0%      $ 0.00       $ 51.56 
46    Capt's Seafood Shoppe         692      May-98    Jan-08     10       $ 65.00      $ 18.25     8.0%      $ 0.00       $ 70.13 
47    Banana Split                  700      Jan-98    Dec-07     10       $ 65.00      $ 18.25     8.0%      $ 0.00       $ 67.50 
48    Custom Images                 853      Nov-97    Oct-07     10       $ 40.00      $ 18.25     8.0%      $ 0.00       $ 45.00 
49    Golden Spoon                  603      Oct-97    Sep-04      7       $ 50.00      $ 18.25     8.0%      $ 0.00       $ 52.14 
50    Stamp Inn                     706      May-96    Feb-06     10       $ 35.00      $ 18.25     8.0%      $ 0.00       $ 40.00 
51    Pretzel Maker                 700      Jun-96    Jun-01      5       $ 60.00      $ 18.25     6.0%      $ 0.00       $ 62.50 
52    Citiwear Jr. Shoe             927      Jul-98    Jun-08     10       $ 20.50      $ 9-$14     6.0%      $ 0.00       $ 22.50 
53    Claire's                      990      Sep-98    Aug-08     10       $ 15.00      $ 9-$14     8.0%      $ 0.00       $ 15.00 
54    Panda Express                 942      Feb-97    Jan-06      9       $ 59.45      $ 9-$14     8.0%      $ 0.00       $ 63.58 
55    Cindy's Cinnamon Rolls        684      Apr-98    Mar-08     10       $ 43.86      $ 9-$14     8.0%      $ 0.00       $ 46.78 
56    R & J Cutlery                 821      Apr-97    Mar-99      2       $ 24.36      $ 9-$14     7.0%      $ 0.00       $ 24.36 
57    Frozen Fusion                 536      Apr-98    Mar-08     10       $ 35.00      $ 9-$14     6.0%      $ 0.00       $ 35.00 
58    Aloha BBQ                     913      Sep-97    Sep-07     10       $ 65.72      $ 18.55    10.0%      $ 0.00       $ 69.01 
59    Extra! Extra!                 588      Aug-97    Aug-00      3       $ 25.00      $ 18.55     0.0%      $ 3.40       $ 25.00 
60    Glamour Shots                 626      Apr-98    Mar-00      2       $ 60.00      $ 18.56     6.0%      $ 0.00       $ 60.00 
61    Goin Looney                   644      May-97    Apr-02      5       $ 29.81      $ 18.54     7.0%      $ 0.00       $ 31.49 
62    Lids                          829      May-97    May-07     10       $ 48.25      $ 18.56     7.0%      $ 0.00       $ 54.28 
63    Orange Julius                 537      Oct-97    Sep-07     10       $ 60.00      $ 18.57     8.0%      $ 0.00       $ 62.50 
64    Amore Cosmetics               534      Apr-97    Mar-02      5       $ 44.00      $ 18.54     6.0%      $ 0.00       $ 44.00 
65    Shoe Express                  810      Oct-97    Sep-04      7       $ 25.00      $ 18.56     6.0%      $ 0.00       $ 26.14 
66    Starbucks Coffee              829      Nov-97    Feb-08     10       $ 36.00      $ 18.56     6.0%      $48.25       $ 38.84 
67    Nothing But Silver            594      Nov-97    Nov-07     10       $ 58.92      $ 18.57     8.0%      $ 0.00       $ 63.13 
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
===================================================================================================================================
                                                     RECENT REGIONAL MALL LEASES
                                                         SOUTHERN CALIFORNIA
===================================================================================================================================
DATA                              RENTABLE    LEASE    LEASE    LEASE   INITIAL ANNUAL    NNN        %                      PSF 
NO.         TENANT NAME           AREA (SF)   START     END      TERM     RENT (PSF)    CHARGES    RENT       TIA/SF     EFFECTIVE 
<S>     <C>                         <C>      <C>       <C>         <C>      <C>          <C>        <C>       <C>         <C>     
68      Motherhood Maternity        940      Jun-98    May-01      3        $20.00       $18.56     8.0%      $ 0.00      $ 20.00 
69      Carl's Jr.                  544      Jun-98    May-08     10        $70.00       $18.55     8.0%      $ 0.00      $ 75.00 
70      Whitehall Co. Jewelry       800      Jan-97    Dec-06     10        $75.00       $12.00     6.0%      $ 0.00      $ 75.00 
71      Merlo's Cutlery             900      Dec-97    Jan-08     10        $33.50       $12.00     6.0%      $ 0.00      $ 38.00 
72      San Fransisco Cook          986      Jan-97    Dec-08     12        $33.47       $12.00     8.0%      $ 0.00      $ 39.04 
73      Thomas Kinkade              722      Nov-97    Jan-06      8        $48.00       $19.00     5.0%      $ 0.00      $ 56.33 
74      Select Comfort              912      Jul-97    Jun-07     10        $35.00       $19.00     5.0%      $ 0.00      $ 39.00 
75      Hot Dog on a Stick          507      Jun-95    Jun-03      8        $98.62       $70-80    10.0%      $ 2.76      $ 98.62 
76      Politically Incorrect       516      Jan-96    Jan-07     11        $30.00       $30-35     6.0%      $ 0.00      $ 30.00 
77      CA Steak                    535      Feb-95    Jan-99      4        $95.00       $70-80     8.0%      $ 0.00      $ 95.00 
78      Servis & Taylor             581      Jul-95    May-98      3        $75.00       $30-35     6.0%      $ 0.00      $ 75.00 
79      New York Deli               602      Jun-96    Jan-05      9        $83.06       $70-80    10.0%      $ 0.00      $ 91.36 
80      Chick a Roo                 608      May-96    Jan-05      9        $90.00       $70-80     5.0%      $ 0.00      $ 98.37 
81      Splendiferous               700      Jun-96    May-01      5        $50.00       $30-35     6.0%      $21.43      $ 50.00 
82      Bare Escentials             724      May-95    Jan-05     10        $70.00       $30-35     6.0%      $ 0.00      $ 70.00 
83      Westside 1 Hour Photo       763      Mar-95    May-05     10        $55.00       $30-35     7.0%      $ 0.00      $ 55.00 
84      What a Kick                 783      Apr-95    Jan-00      5        $42.00       $30-35     6.0%      $ 0.00      $ 42.00 
85      Rayond Sassoons             792      Dec-95    Jan-06     10        $50.51       $30-35     6.0%      $ 0.00      $ 53.03 
86      Motherhood Maternity        800      May-96    Jan-07     11        $55.00       $30-35     6.0%      $12.50      $ 57.27 
87      Mrs Fields Cookies          808      Oct-95    May-05     10        $90.67       $30-35    10.0%      $ 0.00      $ 90.67 
88      Jewels By Kara              945      Aug-95    Jan-04      9        $65.00       $30-35     6.0%      $26.46      $ 65.00 
89      Crocodile Express           975      Nov-95    Jan-06     10        $56.41       $70-80     6.0%      $ 0.00      $ 61.54 
                                    ---
                                 53,714                                                     Effective Rental Minimum      $ 15.00 
                                                                                            Effective Rental Maximum      $125.00 
                                                                                            Weighted Average Rent         $ 58.16 
                                                                                            Weighted Average TIA          $  3.20 
<CAPTION>
DATA     1,000 SF-1,999 SF        RENTABLE    LEASE    LEASE    LEASE   INITIAL ANNUAL    NNN        %                      PSF 
NO.        TENANT NAME            AREA (SF)   START     END      TERM     RENT (PSF)    CHARGES    RENT       TIA/SF     EFFECTIVE 
<S>     <C>                        <C>       <C>       <C>         <C>      <C>         <C>        <C>        <C>         <C>     
90      Pro Beauty 1               1,000     Jul-95    Jan-97      2        $50.00      $11-$12    10.0%      $ 0.00      $ 50.00 
91      Gary's Tux                 1,000     Jan-96    Sep-05     10        $45.00      $ 16.11     8.0%      $50.00      $ 45.00 
92      Speedo                     1,023     Apr-95    Jan-05     10        $45.00      $ 16.11     6.0%      $24.44      $ 46.50 
93      Enzo                       1,041     Jun-95    May-05     10        $44.96      $ 16.11     7.0%      $ 0.00      $ 47.45 
94      Nine West                  1,137     Jun-95    May-05     10        $45.63      $ 16.11     7.0%      $ 0.00      $ 45.65 
95      Georgiou                   1,400     Oct-95    Oct-05     10        $45.00      $ 16.11     6.0%      $ 0.00      $ 48.50 
96      Cathy Jean                 1,499     Nov-96    Jan-07     10        $40.00      $ 16.11     6.0%      $33.36      $ 43.50 
97      Vanity Fair                1,502     May-96    Jan-06     10        $42.25      $ 16.11     7.5%      $ 0.00      $ 50.05 
98      Cleo & Cucci               1,642     Feb-95    Jan-05     10        $30.00      $ 16.11     6.0%      $ 0.00      $ 37.50 
99      Confidential               1,120     Oct-95    Sep-02      7        $68.00      $12-$14     6.0%      $ 0.00      $ 68.00 
100     Confidential               1,627     Oct-95    Sep-02      7        $45.00      $12-$14     6.0%      $ 0.00      $ 45.00 
101     Confidential               1,928     Sep-95    Aug-02      7        $45.00      $11-$12     6.0%      $ 0.00      $ 45.00 
102     Photomakers                1,503     Aug-97    Jun-02      5        $22.00      $ 19.00     5.0%      $26.61      $ 23.20 
103     Cathy Jean                 1,338     Sep-97    Dec-07     10        $38.00      $ 19.00     7.0%      $ 0.00      $ 39.60 
104     Fashion Nails              1,281     Jul-98    Mar-03      5        $11.32      $ 19.00     8.0%      $ 0.00      $ 12.10 
105     Snapz                      1,338     May-95    Apr-02      7        $20.00      $ 12.60     6.0%      $ 0.00      $ 35.42 
106     Taco Mole                  1,008     Jun-95    May-05     10        $54.56      $ 12.60    10.0%      $ 0.00      $ 57.04 
107     Brooks Shoes For Kids      1,025     Dec-97    Jan-08     10        $37.07      $ 13.70     N/A       $ 0.00      $ 38.48 
108     Gingiss Formalwear         1,025     Nov-97    Aug-07     10        $38.00      $ 13.70     N/A       $ 0.00      $ 40.66 
109     Gloria Jeans Coffee Beans  1,029     Sep-97    Aug-07     10        $60.00      $ 16.67     N/A       $ 0.00      $ 60.00 
110     Panda Express              1,101     Sep-97    Aug-07     10        $90.00      $ 37.31     N/A       $ 0.00      $100.00 
111     Mainplace Optometry        1,120     Sep-97    Aug-07     10        $62.00      $ 13.70     N/A       $ 0.00      $ 63.50 
112     Elephant Walk              1,241     Apr-98    Jan-08     10        $35.00      $ 13.54     N/A       $ 0.00      $ 35.00 
113     Nine West                  1,249     Nov-97    Nov-07     10        $60.00      $ 13.70     N/A       $ 0.00      $ 60.00 
114     Gamekeeper                 1,260     Nov-97    Oct-07     10        $45.00      $ 13.71     N/A       $ 0.00      $ 46.50 
115     Hot Topic                  1,300     Oct-97    Jan-08     10        $60.00      $ 13.71     N/A       $ 0.00      $ 60.00 
116     Stephen Florsheim          1,387     Oct-97    Sep-07     10        $46.00      $ 13.69     N/A       $ 0.00      $ 48.00 
117     Sam & Libby                1,400     Nov-97    Dec-06      9        $55.00      $ 13.70     N/A       $ 0.00      $ 57.74 
118     American Express Travel    1,406     Sep-97    Aug-02      5        $36.00      $ 11.03     N/A       $ 0.00      $ 37.00 
119     Jones New York             1,426     Dec-97    Jan-07      9        $50.00      $ 13.71     N/A       $ 0.00      $ 54.56 
120     Ups N Downs                1,455     Oct-97    Jan-03      5        $40.00      $ 11.03     N/A       $ 0.00      $ 40.00 
121     Lady Footlocker            1,516     Sep-97    Aug-07     10        $50.00      $ 13.70     N/A       $ 0.00      $ 50.00 
122     Styling Portraits          1,555     Jan-98    Jan-03      5        $32.91      $ 13.11     N/A       $ 0.00      $ 35.24 
123     Ben Bridge Jewelers        1,586     Nov-97    Oct-07     10        $59.90      $ 13.69     N/A       $ 0.00      $ 63.05 
124     Mr. Rags                   1,600     Oct-97    Jan-08     10        $43.00      $ 13.70     N/A       $ 0.00      $ 43.00 
125     Garden Botanika            1,623     Apr-97    Mar-07     10        $60.00      $ 13.71     N/A       $ 0.00      $ 62.50 
126     Afterthoughts              1,018     Mar-98    Mar-08     10        $32.00      $ 12.00     5.0%      $ 0.00      $ 34.00 
127     Zales                      1,051     Sep-97    Aug-98      1        $44.87      $ 12.00     6.0%      $ 0.00      $ 44.87 
128     Pro Beauty                 1,200     Nov-97    Oct-07     10        $28.00      $ 12.00     7.0%      $ 0.00      $ 30.00 
129     Image Maker                1,225     Apr-98    Mar-03      5        $36.00      $ 12.00     6.0%      $ 0.00      $ 36.00 
130     Daniel's Jewelers          1,341     Oct-97    Jan-99      1        $35.00      $ 12.00     6.0%      $ 0.00      $ 35.00 
131     Big Dog                    1,707     Jan-98    Jan-08     10        $28.00      $ 12.00     5.0%      $23.43      $ 30.00 
132     Journey's                  1,731     Jul-97    Jul-07     10        $28.00      $ 12.00     6.0%      $28.89      $ 30.00 
133     Ruby's Diner               1,346     May-95    Apr-07     12        $55.72      $11-$12     7.0%      $ 0.00      $ 56.97 
134     Daniel's Jewelers          1,635     Apr-92    Apr-02     10        $39.76      $ 22.17     6.0%      $ 0.00      $ 39.76 
135     Wicks N Sticks             1,277     Nov-95    Jan-06     10        $35.00      $ 18.25     8.0%      $ 0.00      $ 39.00 
136     Italy For Men              1,122     Dec-96    Dec-06     10        $50.00      $ 18.25     8.0%      $ 0.00      $ 55.04 
137     Life Uniform               1,106     Aug-97    Jul-07     10        $26.00      $ 18.25     7.0%      $20.00      $ 28.03 
138     Best Nails                 1,157     Mar-98    Jan-06      8        $43.00      $ 18.25     8.0%      $17.29      $ 45.40 
139     Photo Makers               1,062     Mar-97    Nov-06     10        $30.00      $ 18.25     0.0%      $10.00      $ 35.13 
140     Cindy's Shoes              1,517     Jun-96    May-01      5        $35.00      $ 18.25     6.0%      $ 0.00      $ 27.00 
141     Franklin Quest             1,950     Jun-96    May-01      5        $28.00      $ 18.25     6.0%      $18.14      $ 29.60 
142     Frederick's of Hollywood   1,312     Mar-98    Feb-00      2        $30.00      $ 9-$14     6.0%      $ 0.00      $ 30.00 
143     Ritz Camera                1,321     Apr-98    Mar-03      5        $20.00      $ 9-$14     3.5%      $ 0.00      $ 20.80 
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
===================================================================================================================================
                                                     RECENT REGIONAL MALL LEASES
                                                         SOUTHERN CALIFORNIA
===================================================================================================================================
DATA                              RENTABLE    LEASE    LEASE    LEASE   INITIAL ANNUAL    NNN        %                      PSF 
NO.        TENANT NAME            AREA (SF)   START     END      TERM     RENT (PSF)    CHARGES    RENT       TIA/SF     EFFECTIVE 
<S>     <C>                        <C>       <C>       <C>         <C>      <C>         <C>        <C>        <C>         <C>     
144     Cool Water Trading Co.     1,006     Jan-98    Jan-99      1        $17.00      $ 9-$14    0.0%       $ 0.00      $ 17.00 
145     Afterthoughts              1,539     Aug-98    Jul-07      9        $20.00      $ 9-$14    0.0%       $ 6.50      $ 21.11 
146     Pro Beauty                 1,582     Nov-97    Oct-07     10        $25.00      $ 9-$14    7.0%       $ 0.00      $ 26.00 
147     Vans Shoes                 1,901     Oct-97    Sep-02      5        $33.69      $ 9-$14    6.0%       $ 0.00      $ 34.51 
148     Afterthoughts              1,062     Jun-98    Apr-08     10        $30.00      $ 18.08    7.0%       $ 0.00      $ 32.00 
149     Don Roberto Jewelers       1,371     Feb-98    Jan-03      5        $38.00      $ 18.56    6.0%       $ 0.00      $ 40.00 
150     Journeys                   1,363     Oct-97    Sep-07     10        $36.63      $ 18.00    7.0%       $ 0.00      $ 38.92 
151     Premiere Aztlan            1,573     Jul-97    Jun-02      5        $16.00      $ 18.56    8.0%       $ 6.36      $ 16.00 
152     Vision Center              1,280     Oct-97    Sep-07     10        $46.88      $ 18.55    8.0%       $19.53      $ 48.83 
153     Let's Talk Cellular        1,133     Aug-97    Aug-02      5        $27.00      $ 18.56    5.0%       $ 0.00      $ 28.18 
154     Wild Pair                  1,447     Aug-98    Jul-03      5        $30.00      $ 19.07    6.0%       $ 0.00      $ 30.00 
155     Perfumania                 1,010     Apr-95    Jan-06     11        $60.00      $30-$35    6.0%       $ 0.00      $ 60.00 
156     Claires Boutique           1,049     Oct-95    Jan-06     10        $65.00      $30-$35    8.0%       $ 0.00      $ 65.00 
157     Brooks Children's          1,060     Jun-95    Jan-05     10        $48.00      $30-$35    7.0%       $ 0.00      $ 48.00 
158     Bisou Bisou                1,107     Oct-95    Jan-01      5        $66.00      $30-$35    6.0%       $ 0.00      $ 66.00 
159     Papyrus                    1,111     Aug-96    Jan-07     10        $49.95      $30-$35    7.0%       $ 0.00      $ 49.95 
160     Elza Jeweler               1,147     Jan-95    Jan-05     10        $55.00      $30-$35    6.0%       $ 0.00      $ 55.00 
161     Cathy Jean                 1,152     Oct-95    Jan-06     10        $50.00      $30-$35    6.0%       $ 0.00      $ 50.00 
162     Things Remembered          1,294     May-96    Jan-07     11        $50.00      $30-$35    6.0%       $ 0.00      $ 50.00 
163     Electronics Boutique       1,358     Feb-96    Jan-06     10        $50.00      $30-$35    6.0%       $ 0.00      $ 50.00 
164     Le Prestige                1,482     Sep-95    Jan-05      9        $55.00      $30-$35    6.0%       $ 0.00      $ 55.00 
165     Track N Trail              1,782     May-95    Jan-06     11        $40.00      $30-$35    6.0%       $ 0.00      $ 40.00 
166     Priveledge                 1,866     Aug-95    Jan-06     10        $70.00      $30-$35    6.0%       $ 0.00      $ 70.00 
167     AU Bon Pain                1,943     Aug-95    Jan-05      9        $45.00      $30-$35    8.0%       $ 0.00      $ 45.00 
168     Skechers                   1,956     Jan-96    Feb-06     10        $40.00      $30-$35    6.0%       $ 7.67      $ 40.00 
                                   -----
                                 106,343                                                  Effective Rental Minimum        $ 12.10 
                                                                                          Effective Rental Maximum        $100.00 
                                                                                          Weighted Average Rent           $ 43.23 
                                                                                          Weighted Average TIA            $  3.79 
<CAPTION>
DATA     2,000 SF-2,999 SF        RENTABLE    LEASE    LEASE    LEASE   INITIAL ANNUAL    NNN        %                      PSF 
NO.        TENANT NAME            AREA (SF)   START     END      TERM     RENT (PSF)    CHARGES    RENT       TIA/SF     EFFECTIVE 
<S>     <C>                        <C>       <C>       <C>         <C>      <C>         <C>         <C>       <C>         <C>    
169     Clock Emporium             2,000     Mar-95    Jan-98      3        $15.00      $11-$12     6.0%      $  0.00     $15.00 
170     Episodes                   2,055     Jan-96    Jan-06     10        $31.51      $ 16.11    10.0%      $ 90.55     $31.51 
171     Golden Cove Swimwear       2,084     Apr-95    Mar-05     10        $24.00      $ 12.60     6.0%      $  0.00     $26.00 
172     Village Gallery            2,879     Apr-95    Mar-03      8        $23.00      $ 12.60     6.0%      $  0.00     $25.00 
173     Gymboree                   2,136     Feb-98    Jan-08     10        $32.00      $ 13.55     N/A       $  0.00     $32.00 
174     Ames                       2,950     Sep-97    Jan-08     10        $28.00      $ 13.69     N/A       $  0.00     $36.24 
175     Confidential               2,271     Jan-95    Dec-01      7        $35.00      $12-$14     6.0%      $  0.00     $35.00 
176     Lenscrafters               2,747     Aug-97    Jul-07     10        $30.00      $ 19.00     4.0%      $  0.00     $31.00 
177     Payless Shoes              2,854     Jul-97    Jul-07     10        $21.00      $ 9-$14     6.0%      $  0.00     $22.00 
178     Kinney Shoes               2,633     Jul-97    Jun-07     10        $21.00      $ 9-$14     6.0%      $ 11.39     $20.95 
179     Spencer Gifts              2,643     Feb-98    Jan-05      7        $15.00      $ 9-$14     6.0%      $  0.00     $15.00 
180     Bath & Body Works          2,500     Aug-98    Jul-08     10        $ 0.00        Gross     6.0%      $100.00     $10.50 
181     Lenscrafters               2,915     Nov-97    Oct-07     10        $20.00      $ 18.56     4.0%      $ 20.00     $21.50 
182     Oak Tree                   2,230     Nov-97    Oct-07     10        $25.00      $ 18.56     5.0%      $ 56.05     $27.20 
183     Radio Shack                2,346     Jan-98    Dec-07     10        $22.00      $ 18.51     3.0%      $  0.00     $23.50 
184     Sam Goody's Musicland      2,715     Jan-98    Dec-02      5        $16.00      $ 18.55     6.0%      $  0.00     $16.40 
185     Ruby's Diner               2,020     Feb-95    Feb-05     10        $20.00      $ 18.25     6.0%      $ 59.41     $22.70 
186     Bath & Body Works          2,229     Sep-96    Jan-07     10        $25.00      $ 18.25     5.0%      $ 22.43     $25.00 
187     Heakin Research            2,018     Dec-97    May-08     11        $16.00      $ 18.25     0.0%      $ 14.87     $16.95 
188     Noble & Wild Luggage       2,621     Dec-96    Jan-07     10        $20.00      $ 18.25     6.0%      $ 10.00     $22.34 
189     Ivy's Galleria             2,272     Jun-96    May-06     10        $21.12      $ 18.25     6.0%      $ 30.81     $21.12 
190     Spencer Gifts              2,002     Feb-97    Jan-07     10        $26.32      $ 12.00     6.0%      $  0.00     $27.66 
191     VIP Menswear               2,258     May-97    Apr-04      7        $18.00      $ 12.00     6.0%      $  0.00     $19.14 
192     Expressly Portraits        2,259     Nov-97    Dec-07     10        $34.36      $ 12.00     6.0%      $  0.00     $36.25 
193     Styles                     2,659     Apr-97    Apr-04      7        $15.00      $ 12.00     6.0%      $ 19.56     $15.86 
194     Lisa's Beauty Supply       2,021     Aug-95    Jan-06     11        $30.00      $ 30-35     8.0%      $  3.96     $34.55 
195     Devon Becke                2,093     May-95    Jan-06     11        $45.00      $ 30-35     6.0%      $  0.00     $45.00 
196     Gymboree                   2,177     Mar-96    Jan-07     11        $45.00      $ 30-35     6.0%      $ 16.08     $49.55 
197     Bassini                    2,384     Oct-95    Jan-06     10        $45.00      $ 30-35     5.0%      $ 42.50     $42.50 
198     Bath & Body Works          2,403     Aug-95    Oct-05     10        $42.00      $ 30-35     5.0%      $  0.00     $42.00 
199     Westime                    2,432     Feb-96    Jan-06     10        $40.00      $ 30-35     7.0%      $  0.00     $48.00 
200     Pacific Sunwear            2,514     Aug-95    Dec-05     10        $45.00      $ 30-35     6.0%      $ 19.89     $45.00 
201     Jans Hallmark              2,810     May-95    Jan-05     10        $45.00      $ 30-35     6.0%      $  0.00     $45.00 
                                   -----
                                  79,130                                                Effective Rental Minimum          $10.50 
                                                                                        Effective Rental Maximum          $49.55 
                                                                                        Weighted Average Rent             $28.60 
                                                                                        Weighted Average TIA              $15.06 
<CAPTION>
DATA     3,000 SF-3,999 SF        RENTABLE    LEASE    LEASE    LEASE   INITIAL ANNUAL    NNN       %                       PSF 
NO.        TENANT NAME            AREA (SF)   START     END      TERM     RENT (PSF)    CHARGES    RENT       TIA/SF     EFFECTIVE 
<S>     <C>                        <C>       <C>       <C>         <C>      <C>         <C>        <C>        <C>        <C>    
202     Confidential               3,425     Jun-95    May-02      7        $55.00      $11-$12    6.0%       $ 0.00     $55.00 
203     Styles                     3,465     May-97    Jun-04      7        $15.00      $ 18.25    6.0%       $20.00     $16.33 
204     Forever 21                 3,215     Aug-96    Jun-06     10        $20.00      $ 18.25    6.0%       $31.10     $25.67 
205     Footlocker                 3,808     Oct-98    Sep-08     10        $31.00      $ 18.55    6.0%       $ 0.00     $33.00 
206     Kay Bee Toy and Hobby      3,291     Oct-97    Jan-08     10        $24.00      $ 18.55    6.0%       $ 0.00     $26.70 
207     Waldenbooks                3,020     Feb-98    Jan-08     10        $30.00      $ 18.60    6.0%       $ 8.28     $32.50 
208     Jay Jacobs                 3,183     Feb-98    Jan-00      2        $18.00      $ 9-$14    6.0%       $ 0.00     $18.00 
209     Beauty Rest Mattress                                                                                
          Direct                   3,822     Feb-98    Jan-01      3        $16.60        Gross    6.0%       $ 0.00     $16.60 
210     Sam Goody's Musicland      3,710     Jan-97    Jun-98      1        $14.00      $ 12.00    5.0%       $ 0.00     $14.00 
211     Footquarters               3,731     Apr-97    Jan-08     11        $18.00      $ 12.00    6.0%       $ 0.00     $20.39 
212     The Limited                3,227     May-95    Apr-07     12        $28.00      $ 12.60    5.0%       $ 0.00     $28.00 
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
===================================================================================================================================
                                                     RECENT REGIONAL MALL LEASES
                                                         SOUTHERN CALIFORNIA
===================================================================================================================================
DATA                              RENTABLE    LEASE    LEASE    LEASE   INITIAL ANNUAL    NNN       %                       PSF 
NO.        TENANT NAME            AREA (SF)   START     END      TERM     RENT (PSF)    CHARGES    RENT       TIA/SF     EFFECTIVE 
<S>     <C>                        <C>       <C>       <C>        <C>       <C>          <C>       <C>        <C>        <C>    
213     Kay Bee Toys               3,006     Apr-98    Jan-08     9.8       $26.00       $13.55    N/A        $0.00      $30.00 
214     Petite Sophisticate*       3,033     Sep-97    Aug-07    10.0       $36.00       $13.70    N/A        $0.00      $37.00 
215     Pacific Sunwear            3,298     Nov-97    Dec-07    10.2       $36.00       $13.81    N/A        $0.00      $36.00 
216     Ann Taylor*                3,313     Apr-98    Mar-08    10.0       $36.00       $11.23    N/A        $0.00      $36.00 
217     The Gap                    3,891     Jun-95    May-03       8       $26.00       $12.60    6.0%       $0.00      $26.00 
                                   -----
                                  54,438                                                Effective Rental Minimum         $14.00 
                                                                                        Effective Rental Maximum         $55.00 
                                                                                        Weighted Average Rent            $27.92 
                                                                                        Weighted Average TIA             $ 3.57 
<CAPTION>
DATA     4,000 SF-4,999 SF        RENTABLE    LEASE    LEASE    LEASE   INITIAL ANNUAL    NNN       %                       PSF 
NO.        TENANT NAME            AREA (SF)   START     END      TERM     RENT (PSF)    CHARGES    RENT       TIA/SF     EFFECTIVE 
<S>     <C>                        <C>       <C>       <C>         <C>      <C>         <C>        <C>        <C>        <C>    
218     Kenny Rogers Roast         4,100     Jun-95    Jul-14      19       $18.00      $11-$12    3.0%       $ 0.00     $21.93 
219     BEBE                       4,113     Apr-95    Jan-07      12       $35.00      $ 16.11    6.0%       $24.12     $40.00 
220     Finish Line                4,195     Apr-98    Mar-08      10       $22.00      $ 18.56    6.0%       $11.92     $24.00 
221     Pacific Sunwear            4,119     Oct-97    Dec-07      10       $20.00      $ 12.00    5.0%       $ 0.00     $21.00 
222     Foot Locker                4,375     Oct-97    May-07      10       $ 8.50      $ 12.00    5.0%       $ 0.00     $22.16 
223     Kinney Shoes               4,593     Oct-97    Feb-07       9       $22.00      $ 12.00    6.0%       $ 0.00     $23.07 
224     Bugle Boy                  4,641     Aug-97    Dec-07      10       $18.00      $ 12.00    5.0%       $35.00     $19.94 
225     Contempo Casuals           4,351     Sep-97    Aug-07    10.0       $26.00      $ 13.70    N/A        $ 0.00     $29.60 
226     Structure                  4,345     Aug-95    Jan-08      12       $36.00      $30-$35    5.0%       $ 0.00     $38.00 
227     Kids & Lady Footlocker     4,509     Jul-98    Jun-08      10       $22.00      $ 9-$14    6.0%       $ 0.00     $22.00 
228     Banana Republic            4,830     Nov-95    Jan-05       9       $42.00      $30-$35    6.0%       $ 0.00     $44.00 
                                   -----
                                  48,171                                                Effective Rental Minimum         $19.94 
                                                                                        Effective Rental Maximum         $44.00 
                                                                                        Weighted Average Rent            $27.87 
                                                                                        Weighted Average TIA             $ 6.47 
<CAPTION>
DATA     5,000 SF-9,999 SF        RENTABLE    LEASE    LEASE    LEASE   INITIAL ANNUAL    NNN        %                      PSF 
NO.        TENANT NAME            AREA (SF)   START     END      TERM     RENT (PSF)    CHARGES    RENT       TIA/SF     EFFECTIVE 
<S>     <C>                        <C>       <C>       <C>         <C>      <C>         <C>         <C>       <C>         <C>    
229     Aaron Brothers             5,250     Jul-95    Jul-04      9        $18.24      $ 8-$15     4.0%      $  0.00     $18.24 
230     Millers Outpost            6,007     Apr-95    Mar-02      7        $25.00      $11-$12     5.0%      $  0.00     $25.00 
231     Victoria's Secret          7,500     Jun-95    Jun-07     12        $20.00      $14-$16     5.0%      $ 13.50     $21.00 
232     Fun Factory                7,008     Aug-95    Jul-05     10        $26.00      $ 12.60    15.0%      $  3.00     $27.90 
233     Lenscrafters               5,364     Mar-97    Mar-07     10        $17.00      $ 13.53     N/A       $  0.00     $17.00 
234     Lane Bryant                5,969     Dec-97    Jan-00      2        $20.00      $ 11.76     N/A       $  0.00     $20.00 
235     Structure                  5,292     Jun-96    Jan-07     11        $25.00      $ 16.11     5.0%      $  0.00     $26.50 
236     Banana Republic            5,329     Apr-95    Jan-07     12        $28.98      $ 16.11     5.0%      $ 18.77     $28.98 
237     Millers Outpost            5,000     Jul-95    Jan-03      8        $24.00      $ 16.11     5.0%      $  0.00     $24.88 
238     Rampage                    6,063     Feb-95    Jan-05     10        $30.00      $ 16.11     5.0%      $  0.00     $30.00 
239     The Gap                    5,552     May-98    Apr-08     10        $23.00      $ 18.08     5.0%      $ 36.02     $25.00 
240     Bugle Boy                  5,500     Dec-97    Dec-08     11        $21.00      $ 19.00     5.0%      $ 35.00     $22.82 
241     Pizzeria Uno               5,582     Aug-98    Aug-13     15        $20.00      $ 12.00     6.0%      $ 98.53     $28.53 
242     Lady/Kids Foot Locker      6,400     Nov-97    Jan-08     10        $19.00      $ 12.00     6.0%      $  0.00     $21.05 
243     Charlotte Russe            7,072     Apr-97    Mar-09     12        $21.21        Gross    10.0%      $ 42.42     $21.21 
244     Windsor Fashions           6,381     May-96    Apr-08     12        $18.00      $ 18.25     6.0%      $ 81.18     $20.00 
245     Campagnie Express          7,033     May-96    Apr-06     10        $20.00      $ 18.25     5.0%      $100.00     $20.00 
246     Contempo Casuals           5,150     Nov-97    Jan-08     10        $19.00      $ 18.25     5.0%      $  0.00     $20.02 
247     Charlotte Russe            7,429     Jun-96    May-08     12        $15.00      $ 18.25     6.0%      $ 30.29     $15.00 
248     Champs                     5,500     Aug-97    Jul-07     10        $15.00      $ 18.25     0.0%      $  0.00     $16.25 
249     Rampage                    6,422     Dec-95    Jan-06     10        $35.00      $30-$35     6.0%      $ 58.39     $35.00 
250     Express Compagnie          8,773     Sep-95    Jan-08     12        $33.00      $30-$35     5.0%      $  0.00     $29.11 
                                   -----                                                                   
                                 135,576                                                Effective Rental Minimum          $15.00 
                                                                                        Effective Rental Maximum          $35.00 
                                                                                        Weighted Average Rent             $23.39 
                                                                                        Weighted Average TIA              $24.24 
<CAPTION>
DATA     10,000 SF AND OVER       RENTABLE    LEASE    LEASE    LEASE   INITIAL ANNUAL    NNN        %                      PSF 
NO.         TENANT NAME           AREA (SF)   START     END      TERM     RENT (PSF)    CHARGES    RENT       TIA/SF     EFFECTIVE 
<S>     <C>                        <C>       <C>       <C>         <C>      <C>          <C>       <C>        <C>         <C>    
251     Millers Outpost            11,250    Feb-95    Feb-00      5        $20.00       $8-$12    5.0%       $ 0.00      $20.00 
252     Super Crown Books          15,240    Jul-95    Jan-13     18        $18.00       $8-$12    3.0%       $ 0.00      $24.29 
253     Circuit City               34,818    Aug-95    Jan-15     20        $ 9.37       $8-$12    1.3%       $ 0.00      $10.84 
254     Cal Stores Sporting Goods  15,399    Nov-96    Jan-00      3        $ 9.09       $18.25    0.0%       $ 0.00      $10.50 
255     The Alley                  13,492    Jul-97    Jun-07     10        $17.79       $18.25    6.0%       $ 7.41      $17.79 
256     Barnes & Noble             27,586    Sep-95    Jan-10     14        $30.81        Fixed    3.0%       $18.13      $33.99 
                                   ------                                                                 
                                  117,785                                               Effective Rental Minimum          $10.50 
                                                                                        Effective Rental Maximum          $33.99 
                                                                                        Weighted Average Rent             $19.63 
                                                                                        Weighted Average TIA              $ 5.10 
===================================================================================================================================
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
===================================================================================================================================
RECENT LEASING ACTIVITY - MALL SHOP TENANTS BY SIZE
WESTSIDE PAVILION
Cushman & Wakefield, Inc.
- -----------------------------------------------------------------------------------------------------------------------------------
                                                   LEASE           INITIAL       INITIAL  FINAL       FINAL              % CHANGE
          TENANT CATEGORY          FLOOR/   LEASE  TERM    AREA     ANNUAL        RENT/   ANNUAL      RENT/        TI    IN RENT
          (BY SIZE/AREA)            SUITE   COMM.  (YRS)  (SQ/FT)    RENT         SQ/FT    RENT       SQ/FT       ALLOW. OVER TERM
===================================================================================================================================
<S>                                 <C>    <C>     <C>     <C>      <C>        <C>      <C>          <C>          <C>     <C>
1. TENANTS < 1,000 SQ/FT
   Easy Spirit                      1-139  10/97   10.3      945   $56,700      $60.00   $56,700      $60.00        $0        0.0%
   Optometric Options               1-187   2/98    8.0      980  $100,200     $102.24  $112,200     $114.49        $0       12.0%
                                                    ---      ---  ---------    -------- ---------    --------       --       -----
   SUBTOTAL:                   2                    9.2    1,925  $156,900      $81.51  $168,900      $87.74                  7.6%
- -----------------------------------------------------------------------------------------------------------------------------------
2. TENANTS 1,001-2,000 SQ/FT
   Planet Funk                      1-175   3/98    3.8    1,465   $73,250      $50.00   $73,250      $50.00        $0        0.0%
   Lids                             2-275   8/98    9.5    1,189   $53,505      $45.00   $55,883      $47.00        $0        4.4%
   Regis Hair                       2-215   1/98   10.1    1,234   $41,956      $34.00   $43,190      $35.00        $0        2.9%
                                                   ----    -----   --------     -------  --------     -------       --        ----
   SUBTOTAL:                   3                    7.8    3,888  $168,711      $43.39  $172,323      $44.32                  2.1%
- -----------------------------------------------------------------------------------------------------------------------------------
3. TENANTS 2,001-3,000 SQ/FT
   Field Management Assoc.          2-207  11/97    8.3    2,308   $53,130      $23.02   $62,362      $27.02        $0       17.4%
   Bebe                             1-120   9/97    9.3    2,471  $148,260      $60.00  $160,615      $65.00        $0        8.3%
   Kinney Shoes                     2-251  10/97   10.3    2,340   $98,280      $42.00   $98,280      $42.00        $0        0.0%
   Steve Madden                     1-158   5/98    9.8    2,147   $74,250      $34.58   $82,500      $38.43        $0       11.1%
   Tutto Bimbi                      3-395   4/98    4.8    2,988   $89,640      $30.00   $89,640      $30.00   $10,000        0.0%
   Payless Shoes                    2-211  11/97   10.3    2,347   $42,246      $18.00   $46,940      $20.00        $0       11.1%
                                                   ----    -----   --------     -------  --------     -------       --       -----
   SUBTOTAL:                   6                    8.8   14,601  $505,806      $34.64  $540,337      $37.01                  6.8%
- -----------------------------------------------------------------------------------------------------------------------------------
4. TENANTS 3,001-5,000 SQ/FT
   Banana Republic (Men)            3-346   5/97   10.0    4,237  $152,532      $36.00  $169,480      $40.00        $0       11.1%
   Disney Store                     3-358   8/97   10.5    4,500   $99,000      $22.00  $108,000      $24.00  $300,000        9.1%
   Nine West                        1-132   5/98   10.8    3,911  $137,556      $35.17  $145,198      $37.13        $0        5.6%
                                                   ----    -----  ---------     ------- ---------     -------       --        ----
   SUBTOTAL:                   3                   10.4   12,648  $389,088      $30.76  $422,678      $33.42                  8.6%
- -----------------------------------------------------------------------------------------------------------------------------------
5. FOOD COURT
   California Crisp                 3-324   7/97    9.6      603   $54,270      $90.00   $54,270      $90.00        $0        0.0%
   Ice N' Cream                     3-328   4/98    8.8      320   $51,200     $160.00   $57,600     $180.00        $0       12.5%
                                                    ---      ---   --------    --------  --------    --------       --       -----
   SUBTOTAL:                   2                    9.2      923  $105,470     $114.27  $111,870     $121.20                  6.1%
- -----------------------------------------------------------------------------------------------------------------------------------
6. ATM & KIOSK
   Activate Cellular                1-103   6/97    2.7      100   $70,000     $700.00   $70,000     $700.00        $0        0.0%
   King ATM                         1-006   1/98    5.1       12   $15,000   $1,250.00   $18,000   $1,500.00        $0       20.0%
   Previews Etc                    3-9016   3/98    1.8       21   $18,000     $857.14   $20,000     $952.38        $0       11.1%
   Sprint PCS                       3-330   8/97    1.5       36   $30,000     $833.33   $31,200     $866.67        $0        4.0%
   Watch Collection                 2-202   2/98   10.0      205   $40,000     $195.12   $42,000     $204.88        $0        5.0%
   Colorado Pen                    1-9001  12/97    5.2      180   $48,000     $266.67   $48,000     $266.67        $0        0.0%
                                                    ---      ---   --------    --------  --------    --------       --        ----
   SUBTOTAL:                   6                    4.4      554  $221,000     $398.92  $229,200     $413.72                  3.7%
- -----------------------------------------------------------------------------------------------------------------------------------
SURVEY TOTAL:                 22                    7.7   34,539 $1,546,975     $44.79  $1,645,308    $47.64     $8.98        6.4%
===================================================================================================================================

* NOTE:  THERE WERE NO LEASE COMMISSIONS OR RENT ABATEMENTS GRANTED FOR ANY OF THESE LEASES.

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
==============================================================================================================
AVERAGE MARKET RENT - MALL SHOPS
WESTSIDE PAVILION
Cushman & Wakefield, Inc.
- --------------------------------------------------------------------------------------------------------------
              SUITE SIZE                      APPLICABLE         PRO-RATA          INITIAL          WEIGHTED
               CATEGORY                         SQ/FT             SHARE          MARKET RENT         AVERAGE
==============================================================================================================
<S>                                             <C>                 <C>             <C>               <C>     
    Food Court Tenants                          8,477   SF          2.39%           $90.00            $2.15   
          Under   1,000  SF                    15,223   SF          4.30%           $65.00            $2.79   
          1,001 - 2,000  SF                    50,906   SF         14.37%           $50.00            $7.18   
          2,001 - 3,000  SF                    51,990   SF         14.67%           $40.00            $5.87   
          3,001 - 5,000  SF                    47,440   SF         13.39%           $35.00            $4.69   
          5,001 -  Over  SF                    87,394   SF         24.66%           $30.00            $7.40   
    Expansion Mall Space                       91,978   SF         25.96%           $30.00            $7.79   
    Kiosks                                        720   SF          0.20%          $225.00            $0.46   
    ATMS                                          221   SF          0.06%          $850.00            $0.53   
                                                                                                              
==============================================================================================================
    MAIN MALL SHOP AVG. RENT:                 354,349   SF        100.00%                            $38.86   
==============================================================================================================

===============================================================
         OTHER COMPONENTS                       SQ/FT
===============================================================
    Owned Anchor Tenants                      181,563   SF
===============================================================
    PROPERTY TOTAL                            535,912   SF
===============================================================

</TABLE>

<PAGE>

                                                                INCOME APPROACH
- -------------------------------------------------------------------------------
      Most comparable leases also include percentage rental clauses, with the
tenants required to pay overage rent over a natural breakpoint. The smaller
leases have overage rent clauses typically from 8.0 to 10.0 percent, while most
tenants in the 2,000 to 5,000 square foot size category have overage clauses in
the 6.0 percent range. Tenants over the 5,000 square foot size category have
percentage rent clauses typically in the 3.0 to 6.0 percent range.

      RECENT LEASING ACTIVITY - SUBJECT MALL

      The exhibit on the accompanying page summarizes the terms of the recent
lease activity, presented by size category. There have been 22 recent leases
since approximately mid-1997, with a total of 34,539 square feet. Lease terms
range from 1.5 to 10.8 years in length, averaging 7.7 years overall. The
initial rental rates have averaged $44.79 per square foot, with effective rates
only slightly higher at $47.64 per square foot on average. This represents an
average increase of 6.4 percent (total) over the term of a lease. Tenant
improvement allowances have been offered in only two of the recent leases,
which average $8.98 per square foot for the 34,539 square feet shown.

      Overall, the average lease rate from recent leasing at $44.79 per square
foot is slightly higher, but in-line with the average contract rent for shop
space at $41.84 per square foot. However, the recent leasing includes several
high rent spaces including six ATM/kiosks and two food court suites.

      MARKET CONCLUSIONS AND RELEASING ASSUMPTIONS

      The market rent conclusions for the subject mall are summarized on the
exhibit on the accompanying page. The conclusions consider the analysis of the
comparable lease data and the recent subject leasing activity. The annual
per-square-foot rental conclusions are typically in-line with current contract
rates. The conclusions of market rent range from a low of $30 per square foot
for the largest size category to as much as $850 per square foot for the ATM
space. In-line shops in the main mall have market rents ranging from $30 to $65
per square foot depending on size, and the food court market rent is $90 per
square foot. These rates are generally in sync with management's current
estimate of market rent for the mall. Our conclusion of market rent equals
$38.86 per square foot on average. This is slightly less than the contract rent
for the same space (owned GLA excluding anchors) of $41.84 per square foot.

      Our average market rent indicates a rent to sales ratio of 10.4 percent
when compared to the mall shop sales at $373 per square foot. This ratio is
above industry benchmark, generally 9.0 to 9.5 percent for a mall of this size
and caliber, but this will improve as sales improve. The new owner expects
year-end 1998 sales to equal $395 per square foot, which would yield a
rent-to-sales ratio of 9.8 percent.

      We modeled 10-year lease terms as specified in the client's appraisal
guidelines for regional malls. Given the very small increases in rent typically
built into the leases at the subject property (only one to three dollars per
square foot two or three times during the lease term, if at all), we have
included a 5.0 percent increase after three years and another 5.0 percent
increase after seven years for all speculative leases. For a space with a
market rent conclusion of $40 per square foot, this would equal a rent schedule
of $40 per square 
- -------------------------------------------------------------------------------

                                      80

<PAGE>

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

foot for years 1 through 3, $42 per square foot for years 4 through 7 and 
$44.10 per square foot for years 8 through 10. 

   We have included a $15 per square foot tenant improvement allowance for 
new tenants, $5.00 per square foot for renewals, and a blended tenant 
improvement allowance for speculative rollovers of $8.50 per square foot 
using a renewal probability of 65 percent. These amounts have been grown at 
3.5 percent. 

OTHER INCOME SOURCES 

  Over Rent -- Tenant Sales Assumptions 

  The majority of the leases include a percentage rent clause whereby the 
tenants are responsible to pay percentage rent based on overage clauses 
typically ranging from 5.0 to 8.0 percent of gross sales, less the based 
minimum rent paid. The available historical data indicates the 1996 overage 
rental for the property equaled $87,371, dropping to $33,102 in 1997. The 
1998 budgeted overage rent is $56,607. The 1995 amount, which is based on July 
to December 1995 figures annualized, indicates overage of $132,726. 

   We reviewed gross sales reports provided by the mall management covering 
the periods of calendar 1996 and 1997, copies of which are contained in the 
addenda. We maintain in our files sales reports for 1990 through 1995 
obtained from the prior ownership. The comparable mall shop sales trend is 
summarized in the following table: 

<TABLE>
<CAPTION>
 YEAR    PSF SALES 
- ------  ----------- 
<S>     <C>
 1990       $368 
 1991       $345 
 1992       $350 
 1993       $324 
 1994       $308 
 1995       $348 
 1996       $374 
 1997       $373 
</TABLE>

   The January 1994 Northridge earthquake caused damage to the subject mall, 
and Robinson's-May and the parking structure closed for a period. This factor 
considered with the 10 year tenant rollover, poor leasing performance of the 
expansion component of the property, and the recession led to flat or 
declining sales for a number of tenants during 1993-1994. As illustrated by 
the per-square-foot sales figures above, the property has fully recovered 
from the drop in sales performance. 

  Sales Assumptions and Growth Projections 

   The subject mall has experienced per-square-foot sales volumes near the 
upper end of the range exhibited by comparable regional malls in southern 
California. The surrounding trade area has favorable economic 
characteristics, but the area is mature, and there are no major developments 
on the horizon which would suggest either substantial increases or 

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

                                       81
<PAGE>

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

decreases in sales volume relative to inflation will occur in the foreseeable 
future. The new ownership anticipates sales to reach $395 per square foot by 
year-end 1998. This suggests an increase of 5.9 percent over the 1997 amount. 

   In our analysis, we have included sales growth of 4.0 percent per year, 
the same as market rent and general expense growth. This projection is 
consistent with the growth assumptions modeled by the recent purchaser of the 
property, Macerich. This rate of growth is slightly higher than our general 
inflation assumption of 3.5 percent, based on the market's perception of 
income growth at the subject property. For the 1998 sales entries for each 
tenant in Pro-Ject, we modeled sales for the existing subject tenants based 
on a 3.5 percent increase over the actual 1997 amount. 

  Miscellaneous Income 

   The historical miscellaneous revenues for the subject include: 
1) specialty leasing income, 2) storage rent, 3) capital income, 4) Nordstrom 
storage rent, 5) other income, and 6) marketing revenue. 

   1) The specialty leasing component of the subject's miscellaneous income 
includes sources from cart rentals, in-line revenue, telephone revenue, 
vending revenue, and other specialty leasing. In 1996 specialty leasing 
income for the subject equaled $776,775, and $787,319 for 1997. This figure 
compares with the 1998 budgeted figure of $702,739. We estimated specialty 
leasing revenue for the subject at $700,000 during 1998 and increased this 
figure 3.5 percent annually throughout the term of the holding period. 

   2) The statements we reviewed indicated total receipts for storage rentals 
equaled $234,906 in 1996 and totaled $45,075 in 1997. This figure compares 
with a 1998 budgeted figure of $57,600. Based on current projections and 
agreements in place, we have applied the budget figure of $57,600 for 1998 in 
our analysis, grown at 3.5 percent annually throughout the term of the 
holding period. 

   3) Capital revenue at the subject equaled $129,710 in 1996 and $124,302 in 
1997. This figure compares with the 1998 budgeted capital revenues of 
$126,000. We estimated this income item at $125,000 during 1998 and increased 
this figure 3.5 percent annually throughout the term of the holding period. 

   4) Nordstrom currently leases a significant block of storage space. The 
annual rental for this storage space equals $472,500 annually, fixed 
throughout the lease term. We have included income source at $472,500 
annually with no increase throughout the term of the holding period. 

   5) Other income at the subject equaled $103,978 in 1996 and $59,607 in 
1997. This compares with the budgeted figure for of only $12,000. We have 
included this income item in accordance with the budgeted figures or $12,000 
during 1998 and increased this figure 3.5 percent annually throughout the 
holding period. 

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

                                       82
<PAGE>

                                                                INCOME APPROACH
- -------------------------------------------------------------------------------
      6) May Company (Robinson's-May) pays a fixed annual contribution towards
CAM of $305,248. This amount has been included in our analysis, and deducted
from the recovery pool before tenant contributions..

      Based on the above conclusions of the 1998 miscellaneous income items for
the subject, our estimate of total miscellaneous income is summarized below:

                  1998 MISCELLANEOUS INCOME ESTIMATE
                  Specialty Leasing                 $700,000
                  Storage Rent                        57,600
                  Capital Income                     125,000
                  Nordstrom Storage                  472,500
                  Other Income                        12,000
                  May Co.                            305,248
                  Total Miscellaneous Income      $1,672,348

      Expense Recoveries

      The lease abstracts we reviewed along with CAM, Tax, and Insurance
reconciliation documentation indicate that most tenants pay operating expense
reimbursements based on a pro-rata share of the applicable gross leasable area
over the occupied area of the center (net of various components of GLA). The
recoverable expenses include CAM-Expenses, Insurance Real Estate Taxes, Food
Court, Electricity, Tenant HVAC, and Water. The costs for Electricity, Tenant
HVAC, and Water are directly attributable to the main mall and are not passed
through to the expansion mall tenants. The costs for Food Court expenses are
related directly to the operation of the subject food court and are not passed
through to any non-food court tenant in the center. Costs for CAM-Expenses,
Real Estate Taxes, and Insurance are billable to most of the subject tenants,
with few exceptions. There are several different methods of expense recovery
for the subject tenants, but nearly all mall leases included an administrative
surcharge ranging from 5.0 to 15.0 percent applied to CAM, Tax, and Insurance
expenses. Specific administration charges for the tenants are itemized in the
accompanying page chart.

      A number of the subject tenants make a contribution to the expense pool
based on fixed escalatable expenses. As previously discussed Robinson's-May
pays $305,248 annually toward the expense pool as a reimbursement for parking
garage maintenance and operation. Nordstrom and Tony Roma's pay no CAM, Taxes,
or Insurance. Barnes & Noble, McDonalds, Sprint PCS and Pavilions pay a fixed
contribution of CAM, Taxes, and Insurance to the expense pool. Pro-rata pass
through figures are estimated for the remaining tenants based on varying
calculations. The most common method of calculating a mall tenant's pro-rata
share is based on occupied area of the center net of department stores,
Pavilions, and main mall stores with exterior entrances.

      Existing subject tenants were modeled in conformance with the current
recovery formats. Specific administrative surcharge information for each tenant
ranges from 5.0 to 15.0 percent. Future tenants were modeled with 15 percent
administrative surcharges applied to CAM and Insurance Expenses and no
surcharge applied to Real Estate Taxes, 
- -------------------------------------------------------------------------------

                                      83
<PAGE>

<TABLE>
<CAPTION>
======================================================================================================================
ADMINISTRATION CHARGE SUMMARY
WESTSIDE PAVILION
Cushman & Wakefield, Inc.
- ----------------------------------------------------------------------------------------------------------------------
                                                                             ADMINISTRATION CHARGE
   SUITE                  TENANT                    SIZE            CAM           INSURANCE          TAXES
======================================================================================================================
   <S>       <C>                                   <C>        <C>            <C>                     <C> 
                                                              ----------------------------------------------------
    103      Activate Cellular                      100            Fixed            Fixed            Fixed
                                                              ----------------------------------------------------
    ATM1     ATM                                     16             None            None              None
                                                              ----------------------------------------------------
    616      Baja Buds Del Norte                   2,099            None            None               0%
                                                              ----------------------------------------------------
    361      Banana Republic                       4,830            15%              0%                0%
                                                              ----------------------------------------------------
    346      Banana Republic (Men)                 4,237            15%              15%               0%
                                                              ----------------------------------------------------
    113      Barami Stuido                         2,774            15%              0%                0%
                                                              ----------------------------------------------------
    174      Bare Escentuals                        724             15%              15%               0%
                                                              ----------------------------------------------------
    401      Barnes & Noble                        27,586        Fixed/CPI          None              None
                                                              ----------------------------------------------------
    154      Bassini                               2,384            15%              15%              15%
                                                              ----------------------------------------------------
    257      BATH & BODY WORKS                     2,403            15%              0%                0%
                                                              ----------------------------------------------------
    120      BEBE                                  2,471            15%              0%                0%
                                                              ----------------------------------------------------
    182      Bisou-Bisou                           1,107            15%              15%              15%
                                                              ----------------------------------------------------
    143      Body Shop, The                         960             15%              0%                0%
                                                              ----------------------------------------------------
    271      Bombay Company, The                   3,889            15%              10%               0%
                                                              ----------------------------------------------------
    372      Bon Voyage                            1,415            15%              15%              15%
                                                              ----------------------------------------------------
    368      Brooks Shoes for Kids                 1,060            15%              5%                5%
                                                              ----------------------------------------------------
    189      BCBG                                  1,826            15%              15%              15%
                                                              ----------------------------------------------------
    163      BCBG Shoes                             808             15%              15%              10%
                                                              ----------------------------------------------------
    324      CALIFORNIA CRISP                       603             15%              15%               0%
                                                              ----------------------------------------------------
    308      California Steak & Fries               535             15%              15%              15%
                                                              ----------------------------------------------------
    276      CARLTON HAIR                          1,057            15%              15%               0%
                                                              ----------------------------------------------------
    147      Carriage Trade                         909             15%              0%                0%
                                                              ----------------------------------------------------
    288      Cathy Jean                            1,152            15%              15%              15%
                                                              ----------------------------------------------------
    124      CHAMPS SPORTS                         4,488            15%              0%                0%
                                                              ----------------------------------------------------
    123      CHARLES DAVID                         1,486            15%              15%              15%
                                                              ----------------------------------------------------
    235      Claire's Accessories                  1,049            15%              15%               0%
                                                              ----------------------------------------------------
    332      Coffee Merchant, The                   751             15%              15%              15%
                                                              ----------------------------------------------------
    9001     Colorado Pen                           180             15%             None              None
                                                              ----------------------------------------------------
    248      Contempo Casuals                      3,628            15%              15%               0%
                                                              ----------------------------------------------------
    316      Croissants & More                      144             15%              15%              15%
                                                              ----------------------------------------------------
    358      DISNEY STORE, THE                     4,500            15%             NONE               0%
                                                              ----------------------------------------------------
    320      East Wind                              603             15%              15%              15%
                                                              ----------------------------------------------------
    139      Easy Spirit                            945             15%              15%               0%
                                                              ----------------------------------------------------
    353      Electronics Boutique                  1,358            15%              15%               0%
                                                              ----------------------------------------------------
    376      Elza                                  1,147            15%              15%              15%
                                                              ----------------------------------------------------
    387      EVERYTHING BUT WATER                  1,278            15%              15%              15%
                                                              ----------------------------------------------------
    204      EXPRESS                               8,773            15%              0%                0%
                                                              ----------------------------------------------------
    318      Fajita Flats                           700             15%              15%              15%
                                                              ----------------------------------------------------
    207      Field Management Associates           2,308            15%              15%              15%
                                                              ----------------------------------------------------
    171      First Bellissimo                      1,288            15%              5%                5%
                                                              ----------------------------------------------------
    162      FOOTLOCKER                            2,003            15%              15%               0%
                                                              ----------------------------------------------------
    268      Franklin Mint Gallery, The            1,355            15%              0%                0%
                                                              ----------------------------------------------------
    382      GAME KEEPER, THE                       901             15%              15%              15%
                                                              ----------------------------------------------------
    342      GAP KIDS                              6,421            15%              0%                0%
                                                              ----------------------------------------------------
    232      GAP, THE                              10,360           15%              0%                0%
                                                              ----------------------------------------------------
    264      Garden Botanika                       2,053            15%             None               0%
                                                              ----------------------------------------------------
    321      General Nutrition Center              1,608            15%              15%               0%
                                                              ----------------------------------------------------
    289      Going To The Game                     1,841            15%              10%              15%
                                                              ----------------------------------------------------
    301      GOLDWYN PAVILION CINEMAS              8,321            15%              15%               0%
                                                              ----------------------------------------------------
    116      Guess ?                               5,380            15%              15%               0%
                                                              ----------------------------------------------------
    379      GYMBOREE                              2,177            15%              0%                0%
                                                              ----------------------------------------------------
    322      Hana Grill                             622             15%              15%              15%
                                                              ----------------------------------------------------
    304      Hot Dog On A Stick                     507             15%              15%              15%
                                                              ----------------------------------------------------
    328      ICE N' CREAM                           320             15%              15%              15%
                                                              ----------------------------------------------------
    225      J.C.C.                                1,223            15%              0%                0%
                                                              ----------------------------------------------------
    136      Jan's Hallmark                        2,810            15%              15%              15%
                                                              ----------------------------------------------------
    378      Jewelry Collection                     480             15%              15%              15%
                                                              ----------------------------------------------------
    119      Jones New York                        1,317            15%              0%                0%
                                                              ----------------------------------------------------
    349      KAY-BEE TOY & HOBBY                   3,843            15%              0%                0%
                                                              ----------------------------------------------------
     6       King ATM                                12             None            None              None
                                                              ----------------------------------------------------
    251      KINNEY SHOES                          2,340            15%              15%               0%
                                                              ----------------------------------------------------
    227      Lady Footlocker                       2,317            15%              15%              15%
                                                              ----------------------------------------------------
    200      Lane Bryant                           5,683            15%              15%               0%
                                                              ----------------------------------------------------
    115      Le Prestige                           1,482            15%              15%              15%
                                                              ----------------------------------------------------
    159      Leathermode                           1,111            15%              15%               0%
                                                              ----------------------------------------------------
    114      LECHTER'S                             6,119            15%              15%              15%
                                                              ----------------------------------------------------
    199      LensCrafters                          3,192            15%              0%                0%

<PAGE>

- ----------------------------------------------------------------------------------------------------------------------
                                                                             ADMINISTRATION CHARGE
   SUITE                  TENANT                    SIZE            CAM           INSURANCE          TAXES
======================================================================================================================
                                                              ----------------------------------------------------
    272      Lids                                  1,189            15%              15%               0%
                                                              ----------------------------------------------------
    179      Lili's Boutique                       1,474            15%              15%              15%
                                                              ----------------------------------------------------
    354      LIMITED TOO!                          3,322            15%              0%                0%
                                                              ----------------------------------------------------
    146      LIMITED, THE                          9,921            15%              0%                0%
                                                              ----------------------------------------------------
    603      Linear                                1,200            15%              0%                0%
                                                              ----------------------------------------------------
    100      Lisa's Beauty Supply                  2,021            15%              15%              15%
                                                              ----------------------------------------------------
    280      LA Nails                               469             15%              15%              15%
                                                              ----------------------------------------------------
    604      McDonald's                            1,152        Fixed/Sales      Fixed/Sales      Fixed/Sales
                                                              ----------------------------------------------------
    129      Morgan Paris                          2,043            15%              15%               0%
                                                              ----------------------------------------------------
    397      Motherhood Maternity                   800             15%              15%              15%
                                                              ----------------------------------------------------
    167      Mrs. Field's Cookies                   808             15%              15%              15%
                                                              ----------------------------------------------------
    369      NATURAL WONDERS                       2,091            15%              15%               0%
                                                              ----------------------------------------------------
    326      New York Deli                          602             15%              15%              15%
                                                              ----------------------------------------------------
    132      Nine West                             3,911            15%              15%               0%
                                                              ----------------------------------------------------
     1       Nordstrom                            138,128           None            None              None
                                                              ----------------------------------------------------
    187      OPTOMETRIC OPTIONS                     980             15%              0%                0%
                                                             ----------------------------------------------------
    333      Pacific Sunwear                       2,514            15%              0%                0%
                                                              ----------------------------------------------------
    310      Panda Express                          817             15%              15%               0%
                                                              ----------------------------------------------------
    197      PANDA INN                             5,863            15%              15%               0%
                                                              ----------------------------------------------------
    151      Papyrus                               1,111            15%              15%              15%
                                                              ----------------------------------------------------
     50      Pavilions                             43,435        Fixed/Step         None              None
                                                              ----------------------------------------------------
    211      Payless ShoeSource                    2,347            15%              15%              15%
                                                              ----------------------------------------------------
    155      Perfumania                            1,010            15%              5%                5%
                                                              ----------------------------------------------------
    175      Planet Punk                           1,465            15%              15%              10%
                                                              ----------------------------------------------------
    505      Politically Incorrect                  516             15%              15%              15%
                                                              ----------------------------------------------------
    380      Pretzel Time                           829             15%              0%                0%
                                                              ----------------------------------------------------
    9016     Previews, Etc.                          21             None            None              None
                                                              ----------------------------------------------------
    186      Privilege                             1,866            15%              5%                5%
                                                              ----------------------------------------------------
    256      Rampage                               6,422            15%              15%              15%
                                                              ----------------------------------------------------
    384      Raymond Sassoon                        792             15%              15%              15%
                                                              ----------------------------------------------------
    215      Regis Hairstylists                    1,234            15%              15%              15%
                                                              ----------------------------------------------------
    341      Right Start, The                      2,629            15%              15%               0%
                                                              ----------------------------------------------------
    219      Ritz Camera 1 Hour Photo              1,318            15%              15%              10%
                                                              ----------------------------------------------------
    300      Sbarro                                 991             15%              15%              15%
                                                              ----------------------------------------------------
    201      SEE'S CANDIES                         1,200            15%              15%               0%
                                                              ----------------------------------------------------
    292      Servis & Taylor                        581             15%              15%              15%
                                                              ----------------------------------------------------
    203      Shoe Care                              492             15%              15%              15%
                                                              ----------------------------------------------------
    135      Sho+C113e Lord                        1,001            15%              10%              10%
                                                              ----------------------------------------------------
    193      SISLEY                                3,255            15%              15%               0%
                                                              ----------------------------------------------------
    293      Skechers                              1,956            15%              15%              15%
                                                              ----------------------------------------------------
    231      Speedo Authentic Fitness              1,200            15%              15%              10%
                                                              ----------------------------------------------------
    267      SPENCER GIFTS                         1,140            15%              15%               0%
                                                              ----------------------------------------------------
    297      Splendiferous                          701             15%              15%               0%
                                                              ----------------------------------------------------
    330      Sprint PCS                              36            Fixed            Fixed            Fixed
                                                              ----------------------------------------------------
    158      Steve Madden                          2,147            15%              15%              None
                                                              ----------------------------------------------------
    241      STRUCTURE                             4,345            15%              0%                0%
                                                              ----------------------------------------------------
    221      Suncoast Motion Picture Co.           2,546            15%              0%                0%
                                                              ----------------------------------------------------
    375      Sunglass Hut                          1,310            15%              10%              10%
                                                              ----------------------------------------------------
    229      SUNGLASS PLACE                         516             15%              10%              10%
                                                              ----------------------------------------------------
    325      Sweet Factory                         1,108            15%              10%              10%
                                                              ----------------------------------------------------
    309      TASTIES                                231             15%              15%               0%
                                                              ----------------------------------------------------
    285      Things Remembered                     1,294            15%              15%              15%
                                                              ----------------------------------------------------
    513      Tony Roma's                           4,309            None            None              None
                                                              ----------------------------------------------------
    263      Track 'N Trail                        1,782            15%              0%                0%
                                                              ----------------------------------------------------
    395      Tutto Bimbi                           2,988            15%              15%              15%
                                                              ----------------------------------------------------
    170      VENCCI                                2,192            15%              15%              15%
                                                              ----------------------------------------------------
    220      VICTORIA'S SECRET                     7,574            15%              0%                0%
                                                              ----------------------------------------------------
    104      WALDENBOOKS / WALDENKIDS              6,557            15%              15%              15%
                                                              ----------------------------------------------------
    202      Watch Collection                       205             15%              15%              15%
                                                              ----------------------------------------------------
    385      Westime                               2,432            15%              15%              15%
                                                              ----------------------------------------------------
    373      Westside One Hour Photo                763             15%              15%              15%
                                                              ----------------------------------------------------
    296      What A Kick                            783             15%              0%                0%
                                                              ----------------------------------------------------
    101      Zales Jewelers                        1,966            15%              15%               0%
                                                              ----------------------------------------------------

    Key:     BOLD = CAM & Insurance over 2GLO
             Italics = CAM over 1GLO, Insur over 2GLO All others = CAM &
             Insurance over 1GLO
======================================================================================================================
</TABLE>

<PAGE>

                                                                INCOME APPROACH
- -------------------------------------------------------------------------------
based on the most common pass-through methods currently being utilized at the
property. Pro-rata share estimates for future tenants are calculated based on
the occupied area of the center net of department stores, Pavilions, and main
mall stores with exterior entrances, which is also the most common method
currently being utilized.

OCCUPANCY COSTS

     For further analysis of the economic forecast for the subject property, we
have undertaken a comparison of minimum rent to projected sales and total
occupancy costs to sales ratios. Generally, our research and experience with
other regional malls shows that the ratio of minimum rent to sales falls within
the 8.0 to 10.0 percent range in the initial year of the lease. By adding
additional costs to the tenant, such as real estate tax and common area
maintenance recoveries, a total occupancy cost may be derived. Expense
recoveries and other tenant charges can add up to 100 percent of minimum rent
and comprise the balance of total tenant costs.

     The typical range for total occupancy cost-to-sales ratios falls between
11.0 and 15.0 percent. As a general rule, where sales exceed $300 per square
foot, 14.0 to 15.0 percent would be a reasonable cost of occupancy. Experience
and research show that most tenants will resist total occupancy costs that
exceed 15.0 to 18.0 percent of sales. Obviously, this comparison will vary from
tenant to tenant and property to property.

     In higher end markets where tenants are able to generate sales above
industry averages, such as the subject Westside Pavilion, tenants can generally
pay rents which fall toward the upper end of the ratio range. Moreover, if
tenants perceive that their sales will be increasing at real rates that are in
excess of inflation, they will typically be more inclined to pay higher initial
base rents. This is the case with the subject property, at which sales are
expected to continue to improve. Obviously, the opposite would be true for
poorer performing centers in that tenants would be squeezed by the thin margins
related to below average sales. With fixed expenses accounting for a
significant portion of the tenants contractual obligation, there would be
little room left for base rent.

     In this context, we have provided an occupancy cost analysis for several
Southern California regional malls with which we have had direct insight over
the past year. This information is provided on the ACCOMPANYING CHART. On
average, these ratio comparisons provide a realistic check against projected
market rental rate assumptions.

     From the seven Southern California malls presented, we see that the ratio
of base rent to sales ranges from 8.6 to 10.8 percent, while the total
occupancy cost ratios vary from 12.2 to 17.0 percent when all recoverable
expenses are included. The surveyed mean for the malls analyzed is 9.4 percent
and 14.9 percent, respectively.

     These relative measures can be compared with two well known publications,
The Score (1996) by the International Council of Shopping Centers and Dollars &
Cents of Shopping Centers (1997) by the Urban Land Institute. The most recent
publications indicate base rent-to-sales ratios of approximately 6.0 to 8.0
percent and total occupancy cost ratios of 9.0 and 13.0 percent, respectively.
- -------------------------------------------------------------------------------

                                      84
<PAGE>

<TABLE>
<CAPTION>
==================================================================================
SUMMARY OF SOUTHERN CALIFORNIA REGIONAL MALLS
CUSHMAN & WAKEFIELD, INC.

                                  COMPARABLE         COMPARABLE        COMPARABLE
                                      MALL 1             MALL 2            MALL 3
- ----------------------------------------------------------------------------------
                                                                   Robinson's-May,
                                  Nordstrom,                               Macy's,
                                     Macy's,     Bloomingdale's         Nordstrom, 
Anchors                       Robinson's-May         and Macy's          JC Penney
<S>                                <C>                  <C>              <C>      
Total GLA                          1,189,217            864,790          1,048,123
Anchor GLA                           660,000            500,535            613,460
Mall Shop GLA                        529,217            364,255            434,663
% Mall Shop/Total GLA                    45%                42%                41%
Developer/Investor Owned GLA         529,217            364,255            434,663
Mall Shop Occupancy                      95%                82%                80%
1997 Average Rent                $     30.00        $     33.00        $     28.50
CAM Costs/SF Mall Shop GLA       $      9.30        $     10.72        $     12.22
1997 Average NNN Charges         $     12.60        $     16.11        $     18.25
1997 Sales Per SF                $       350        $       305        $       280
Rent to Sales Ratio                     8.6%              10.8%              10.2%
Occupancy Cost Ratio                   12.2%              16.1%              16.7%
Operating Expenses               $ 7,000,000        $ 6,216,568        $ 8,352,208
Expenses/SF Owned GLA            $     13.23        $     17.07        $     19.22
Operating Expense Ratio to EGI         37.6%              41.8%              50.4%
Food Court GLA                        11,253              6,969              7,202
1997 Food Court Rents            $     85.00        $     87.65        $     63.82
Food Court/NNN Charges                   N/A        $     40.32        $     31.55
Food Court Sales                         N/A        $    673.00        $       609
Food Court Rent/Sales                    N/A              13.0%              10.5%
Food Court Occupancy Costs               N/A              19.0%              15.7%
Percentage Rent                  $   162,645        $    92,506        $   156,799
Total Revenue                    $18,600,000        $14,858,092        $16,572,776
% of Revenue                           0.87%              0.62%              0.95%

<CAPTION>
                                 COMPARABLE         COMPARABLE         COMPARABLE          COMPARABLE
                                     MALL 4             MALL 5             MALL 6              MALL 7
- ------------------------------------------------------------------------------------------------------
                                                    Nordstrom,     Sears, Macy's,
                                                    Macy's, JC    Robinson's-May,          JC Penney,
                                  Sears, JC     Penney, Sears,          Dillards,           Mervyn's,
Anchors                       Penney, Other     Robinson's-May          JC Penney      Robinson's-May
Total GLA                           827,571          1,100,295          1,226,293             662,510
Anchor GLA                          781,070            704,581            805,428             366,845
Mall Shop GLA                       276,554            395,714            420,865             295,665
% Mall Shop/Total GLA                   33%                36%                34%                 45%
Developer/Investor Owned GLA        276,554            395,714            560,073             295,665
Mall Shop Occupancy                     90%                87%                97%                 93%
1997 Average Rent                $    14.50        $     25.43        $     24.69         $     28.06
CAM Costs/SF Mall Shop GLA       $     6.23        $      7.99        $     10.08         $     13.45
1997 Average NNN Charges         $    10.00        $     13.75        $     12.00         $     21.41
1997 Sales Per SF                $      166        $       286        $       266         $       291
Rent to Sales Ratio                    8.7%               8.9%               9.3%                9.6%
Occupancy Cost Ratio                  14.8%              13.7%              13.8%               17.0%
Operating Expenses               $2,428,055        $ 5,838,391        $ 5,807,536         $ 7,012,000
Expenses/SF Owned GLA            $     8.78        $     14.75        $     10.37         $     23.72
Operating Expense Ratio to EGI        44.0%              40.4%              35.5%               48.5%
Food Court GLA                         None              4,575             13,263               8,096
1997 Food Court Rents                  None        $     82.41        $     50.83         $     67.42
Food Court/NNN Charges                 None        $     36.34        $     20.60         $     28.78
Food Court Sales                       None        $       756        $       506         $       481
Food Court Rent/Sales                  None              10.9%              10.0%               14.0%
Food Court Occupancy Costs             None              15.7%              14.1%               20.0%
Percentage Rent                  $    5,199        $   223,209        $   116,782         $   348,000
Total Revenue                    $5,515,656        $14,437,112        $16,370,705         $14,450,000
% of Revenue                          0.09%              1.55%              0.71%               2.41%
</TABLE>

<PAGE>

                                                                INCOME APPROACH
- -------------------------------------------------------------------------------
     As presented previously, the average contract rental rate for all
non-anchor suites at the subject property is approximately $41.84 per square
foot. Applying the percentage rent and recovery income from the first fiscal
year of our discounted cash flow analysis, we can calculate the total occupancy
cost for the center.

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

                              WESTSIDE PAVILLION
                    TOTAL OCCUPANCY COST ANALYSIS - FY 1999
- -------------------------------------------------------------------------------
TENANT COST                                                 PER SQ. FT.
===============================================================================
Average Contract Rent without Anchors                        $ 41.84
Percentage Rent                                              $  0.19
                                                             -------
Total Rent                                                   $ 42.03
1997 Comparable Store Sales                                  $373.00
TOTAL RENT AS % OF SALES                                       11.27%

Common Area Maintenance                                      $ 12.75
Real Estate Taxes                                            $  5.01
Insurance                                                    $  1.62
Electricity                                                  $  3.24
HVAC                                                         $  1.96
Water/sewer                                                  $  0.07
Food Court                                                   $  0.48
                                                             -------
Total Tenant Costs                                           $ 25.12

Rent Plus Tenant Costs                                       $ 67.15
1997 Comparable Store Sales                                  $373.00
COST OF OCCUPANCY RATIO                                        18.00%

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

      * Recoveries/sf based on FY 1999 amounts over 
        354,349 sq. ft. (excl. anchors)
                             

     Total costs, on average, are shown to be 18.0 percent of year-end 1997
mall shop sales which is above industry guidelines. However, the mall continues
to maintain high occupancy and achieve healthy rental rates. Tenants have been
willing to burden high occupancy costs at the subject to be at this popular
westside mall. A tenant by tenant occupancy cost summary is contained in the
Addenda. The expectations of increased sales volumes is clear from both the
tenants and management. The new ownership anticipates sales to reach $395 per
square foot for year-end 1998, which would reduce the occupancy cost ratio to
17.0 percent. Given Macerich's vast experience as a an owner of regional malls,
some economies are likely to benefit the subject; reducing the costs to the
tenants. Overall, while the occupancy costs at the subject are high, they are
expected to decline with improving sales and more efficient management of
expenses.
- -------------------------------------------------------------------------------

                                      85
<PAGE>

<TABLE>
<CAPTION>

===============================================================================================
LEASE-UP/ABSORPTION PROJECTIONS                           Applicable GLA
WESTSIDE PAVILION                                         Owned GLA                  535,912
Cushman & Wakefield, Inc.
- -----------------------------------------------------------------------------------------------
  SUITE                                    DEMISED      PROJECTED       RENT PER    PROJECTED 
   NO.              DESCRIPTION             AREA       ANNUAL RENT        SQ/FT     LEASE DATE
===============================================================================================
<S>           <C>                         <C>           <C>            <C>       <C>
MAIN MALL:
   302         Vacant - Food Court           608         $54,720          $90.00      OCT-98
   306         Vacant - Food Court           975         $87,750          $90.00      DEC-98
   319         Vacant - Food Court           450         $40,500          $90.00      JUN-99
   362         Vacant In-Line              1,122         $56,100          $50.00      AUG-98
  ATM's        3 @ 12 sf each                 36             N/A             N/A  NOT LEASED
 Kiosks        Vacant Kiosk 1                185         $41,625         $225.00      OCT-98
 Kiosks        Vacant Kiosk 2                150         $33,750         $225.00      APR-99

===============================================================================================
               SURVEY TOTAL:               3,526        $314,445          $90.10
               Vacancy Rate/Owned GLA:     0.66%
===============================================================================================
</TABLE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
  SUITE                                    DEMISED      PROJECTED       RENT PER    PROJECTED 
   NO.              DESCRIPTION             AREA       ANNUAL RENT        SQ/FT     LEASE DATE
===============================================================================================
<S>           <C>                         <C>           <C>            <C>       <C>

EXPANSION
  MALL
   
  402          Vacant - Exp. Level 1       1,089         $32,670          $30.00
  403          Vacant - Exp. Level 1       1,200         $36,000          $30.00
  404          Vacant - Exp. Level 1       1,300         $39,000          $30.00
  405          Vacant - Exp. Level 1       1,433         $42,990          $30.00
  406          Vacant - Exp. Level 1       1,759         $52,770          $30.00
  407          Vacant - Exp. Level 1       1,394         $41,820          $30.00       NOTE
  409          Vacant - Exp. Level 1       6,000        $180,000          $30.00      
  411          Vacant - Exp. Level 1       3,622        $108,660          $30.00      LEASED
  413          Vacant - Exp. Level 1       2,585         $77,550          $30.00
 501A          Vacant - Exp. Level 2       2,028         $60,840          $30.00        IN
  507          Vacant - Exp. Level 2       1,100         $33,000          $30.00
  508          Vacant - Exp. Level 2         975         $29,250          $30.00     ANALYSIS    
  510          Vacant - Exp. Level 2       2,098         $62,940          $30.00
  512          Vacant - Exp. Level 2       5,000        $150,000          $30.00
 514A          Vacant - Exp. Level 2       1,400         $42,000          $30.00
 514B          Vacant - Exp. Level 2       1,135         $34,050          $30.00
  515          Vacant - Exp. Level 2         499         $14,970          $30.00
  516          Vacant - Exp. Level 2         499         $14,970          $30.00
  602          Vacant - Exp. Level 3         969         $29,070          $30.00
  605          Vacant - Exp. Level 3       1,000         $30,000          $30.00
  606          Vacant - Exp. Level 3       1,000         $30,000          $30.00
  607          Vacant - Exp. Level 3       1,000         $30,000          $30.00
  609          Vacant - Exp. Level 3       1,300         $39,000          $30.00
  610          Vacant - Exp. Level 3       1,757         $52,710          $30.00
  611          Vacant - Exp. Level 3       3,545        $106,350          $30.00
  612          Vacant - Exp. Level 3       1,650         $49,500          $30.00
  613          Vacant - Exp. Level 3         500         $15,000          $30.00
  614          Vacant - Exp. Level 3       6,000        $180,000          $30.00
  619          Vacant - Exp. Level 3       1,279         $38,370          $30.00
  
===============================================================================================
               SURVEY TOTAL:              55 116      $1,653,480          $30.00
               Vacancy Rate/Owned GLA:    10.28%
===============================================================================================
</TABLE>

<PAGE>

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

ABSORPTION/LEASE-UP

      The chart on the accompanying chart summarizes our lease-up assumptions
of the space that is currently vacant. We have assumed the main mall space to
lease gradually over the next twelve months (last space leasing June 1999)
based on our knowledge of the space and conversations with the leasing
representative. We have not leased the three additional ATM spaces with 36
square feet, given that the subject is already well served by ATMs.

      The Expansion mall, Phase II, is only 40.1 percent leased, and has
suffered significant vacancy problems since construction in 1991. The recent
purchaser of the property did not include any new lease-up of this space in
their analysis, as it is generally regarded as a redevelopment opportunity.
Macerich assumed that four of the six tenants would renew (Barnes & Noble,
Politically Incorrect, Tony Roma's and Linear Hair) at their current contract
rents, that Baja Buds would renew at reduced rent and McDonald's would vacate.
In our discussions with the selling broker involved in the transaction, others
involved analyzed this portion of the property very conservatively as well.
Given the lack of success for Phase II, we have held all currently vacant space
in Phase II as vacant throughout the projection period.

VACANCY & COLLECTION LOSS

     For the Phase I & Phase II combined cash flow, we have included a global
credit loss of 1.0 percent vacancy and collection loss against all tenant
revenues with the exception of Nordstrom, Pavilions and Barnes & Noble. The
majority of the current vacant space, which is located in Phase II and is held
vacant through the cash flow. Therefore, a 1.0 percent credit loss is adequate.

     In the separate analysis of Phase I only, we project stabilized economic
occupancy at about 95 percent. However, the recovery income is calculated over
occupied area and therefore no recovery income would be lost on vacant space.
As Pro-Ject applies the credit loss factor as a deduction against all revenues,
including recovery revenue, a credit loss factor of 3.0 percent is considered
appropriate. Our global collection loss of 3.0 percent is not applied to
Nordstrom or Pavilions and is used in conjunction with lag vacancy of two
months downtime between speculative rollovers.

OPERATING EXPENSES

      We estimated the operating expenses for the subject property based on a
review and analysis of the actual operating expenses and discussions with the
subject management. We also examined industry standards as reported by Dollars
and Cents of Shopping Centers and considered actual costs for comparable
shopping centers we have recently appraised in Southern California.

      The exhibit on an accompanying page summarizes the subject's operating
history for 1995 (annualized July - December), 1996, 1997 and the 1998 budget.
Our conclusions for the subject's expenses are shown in the final column on the
right, and are for the fiscal year ending June 30, 1999. Future expense
increases are based on 4.0 percent assumed
- -------------------------------------------------------------------------------

                                      86

<PAGE>

<TABLE>
<CAPTION>

==================================================================================================================================
   INCOME & EXPENSE ANALYSIS - Westside Pavilion I & II Combined                                                                  
   Cushman & Wakefield, Inc.                                                                                                      
- ----------------------------------------------------------------------------------------------------------------------------------
                                            July - Dec      Per Sq/Ft                    Per Sq/Ft                   Per Sq/Ft    
                                            Annualized       of GLA         Actual        of GLA        Actual         of GLA     
                                               1995           1995           1996          1996          1997           1997      
==================================================================================================================================
     <S>                                    <C>             <C>         <C>              <C>         <C>              <C>
   ------------------------------------
   OPERATING INCOME
   ------------------------------------
      MINIMUM RENT
      Base Rent:                             $11,988,912     $22.37      $12,542,506      $23.40      $13,000,078      $24.26     
      Percentage Rent:                       $   132,726     $ 0.25      $    87,371      $ 0.16      $    33,102      $ 0.06     
      Specialty Leasing:                     $   894,608     $ 1.67      $   776,775      $ 1.45      $   787,319      $ 1.47     
      Storage Rent                           $   234,752     $ 0.44      $   234,906      $ 0.44      $    45,075      $ 0.08     
      Nordstrom Storage                      $   469,200     $ 0.88      $   469,200      $ 0.88      $   480,450      $ 0.90     
      Robinson's May Parking                 $        --     $   --      $        --      $   --      $        --      $   --     
      Bad Debt (or Vacancy Loss)             $        --     $   --      $        --      $   --      $   (79,163)     $(0.15)    
                                             -----------     ------      -----------      ------      -----------      ------     
      SUBTOTAL:                              $13,720,198     $25.60      $14,110,758      $26.33      $14,266,861      $26.62     

      RECOVERY INCOME
      CAM Income:                            $ 4,409,572     $ 8.23      $ 5,172,374      $ 9.65      $ 4,484,756      $ 8.37     
      Food Court Income:                     $   176,812     $ 0.33      $   177,711      $ 0.33      $   254,558      $ 0.47     
      Property Tax Income:                   $ 1,796,766     $ 3.35      $ 1,771,151      $ 3.30      $ 1,657,583      $ 3.09     
      Insurance Income:                      $   430,008     $ 0.80      $   373,896      $ 0.70      $   357,303      $ 0.67     
      HVAC Income:                           $   599,042     $ 1.12      $   631,974      $ 1.18      $   717,714      $ 1.34     
      Electricity Income                     $ 1,071,876     $ 2.00      $   978,487      $ 1.83      $ 1,057,021      $ 1.97     
      Water/Sewer Income:                    $    24,892     $ 0.05      $    22,173      $ 0.04      $    21,178      $ 0.04     
                                             -----------     ------      -----------      ------      -----------      ------     
      SUBTOTAL:                              $ 8,508,968     $15.88      $ 9,127,766      $17.03      $ 8,550,113      $15.95     

      OTHER INCOME
      Capital Revenue                        $   126,176     $ 0.24      $   129,710      $ 0.24      $   124,302      $ 0.23     
      Marketing                              $    50,000     $ 0.09      $    50,000      $ 0.09      $        --      $   --     
      Other Income                           $    87,034     $ 0.16      $   103,978      $ 0.19      $    59,607      $ 0.11     
                                             -----------     ------      -----------      ------      -----------      ------     
      SUBTOTAL:                              $   263,210     $ 0.49      $   283,688      $ 0.53      $   183,909      $ 0.34     

      TOTAL INCOME:                          $22,492,376     $41.97      $23,522,212      $43.89      $23,000,883      $42.92     

   ------------------------------------
   OPERATING EXPENSES
   ------------------------------------

      CAM 
         Payroll/Benefits                    $        --     $   --      $   919,299      $ 1.72      $   632,337      $ 1.18     
         Contract Maintenance                $        --     $   --      $     7,976      $ 0.01      $     7,976      $ 0.01     
         Contract Security Services          $        --     $   --      $   766,748      $ 1.43      $   785,618      $ 1.47     
         Contract Cleaning Services          $        --     $   --      $   404,836      $ 0.76      $   373,036      $ 0.70     
         Contract Landscaping                $        --     $   --      $    34,800      $ 0.06      $    34,800      $ 0.06     
         Contract Elevator                   $        --     $   --      $   176,047      $ 0.33      $   169,876      $ 0.32     
         Pest Control/Trash Removal          $        --     $   --      $   172,553      $ 0.32      $   190,142      $ 0.35     
         Repairs & Maintenance               $        --     $   --      $   987,047      $ 1.84      $   604,061      $ 1.13     
         Materials & Supplies                $        --     $   --      $   170,563      $ 0.32      $   109,418      $ 0.20     
         Equipment Rental/Radios/Tele.       $        --     $   --      $    75,221      $ 0.14      $    78,214      $ 0.15     
         Utilities                           $        --     $   --      $   776,669      $ 1.45      $   825,662      $ 1.54     
         Misc. Office Expense                $        --     $   --      $    86,336      $ 0.16      $    62,968      $ 0.12     
         Roof/Skylight Repairs               $        --     $   --      $    11,800      $ 0.02      $     9,911      $ 0.02     
         Taxes, Licenses, Fees & Insur.      $        --     $   --      $   181,529      $ 0.34      $   241,634      $ 0.45     
         Professional & Legal                $        --     $   --      $    94,818      $ 0.18      $    70,710      $ 0.13     
         Depreciation - General              $        --     $   --      $     2,040      $ 0.00      $    60,453      $ 0.11     
                                             -----------     ------      -----------      ------      -----------      ------     
      Sub-total CAM                          $ 4,024,104     $ 7.51      $ 4,868,282      $ 9.08      $ 4,256,816      $ 7.94     

      CAM - FOOD COURT
         Contract Services                   $        --     $   --      $    90,556      $ 0.17      $   173,041      $ 0.32     
         Maintenance & Supplies              $        --     $   --      $     7,976      $ 0.01      $     6,319      $ 0.01     
         Utilities                           $        --     $   --      $     5,691      $ 0.10      $    52,363      $ 0.10     
                                             -----------     ------      -----------      ------      -----------      ------     
      Sub-total Food Court                   $   145,778     $ 0.27      $   154,223      $ 0.29      $   231,723      $ 0.43     

      MARKETING
         Marketing & Promotional             $        --     $   --      $   612,266      $ 1.14      $   641,562      $ 1.20     
         Promotional Charges                 $        --     $   --      $  (416,735)     $(0.78)     $  (417,016)     $(0.78)    
         Lease Required Advertising          $        --     $   --      $    (3,914)     $(0.01)     $    (5,200)     $(0.01)    
         Media Fund                          $        --     $   --      $   (87,561)     $(0.16)     $   (95,091)     $(0.18)    
         Landlord Contribution Required      $        --     $   --      $  (104,056)     $(0.19)     $  (124,255)     $(0.23)    
                                             -----------     ------      -----------      ------      -----------      ------     
      Sub-total Marketing                    $   156,623     $ 0.29      $        --      $   --      $        (0)     $(0.00)    

      REAL ESTATE TAXES                      $ 2,273,570     $ 4.24      $ 2,211,969      $ 4.13      $ 1,896,802      $ 3.54     

      OTHER RECOVERABLE EXPENSES
         Insurance                           $   519,006     $ 0.97      $   455,178      $ 0.85      $   430,407      $ 0.80     
         Electricity                         $   742,846     $ 1.39      $   850,985      $ 1.59      $   919,565      $ 1.72     
         Water/Sewer                         $    23,620     $ 0.04      $    21,965      $ 0.04      $    21,841      $ 0.04     
         HVAC                                $   371,544     $ 0.69      $   365,133      $ 0.68      $   383,359      $ 0.72     
         Other                               $        --     $   --      $        --      $ -         $       368      $ 0.00     
                                             -----------     ------      -----------      ------      -----------      ------     
      Sub-total Other Recoverable            $ 1,657,016     $ 3.09      $ 1,693,261      $ 3.16      $ 1,755,540      $ 3.28     

      TOTAL RECOVERABLE EXPENSES             $ 8,257,091     $15.41      $ 8,927,735      $16.66      $ 8,140,881      $15.19     

      MANAGEMENT FEE                         $        --     $   --      $        --      $   --      $        --      $   --     

      LANDLORD EXPENSES
         Landlord Maintenance                $        --     $   --      $     3,812      $ 0.01      $        43      $ 0.00     
         Postage, bank charges, misc.        $        --     $   --      $       476      $ 0.00      $     2,661      $ 0.00     
         Insurance (legal)                   $        --     $   --      $        --      $   --      $        --      $ -        
         Professional Fees - Legal/Audit     $   302,220     $ 0.56      $   261,249      $ 0.49      $   100,010      $ 0.19     
         Professional Fees  - Other          $        --     $   --      $        --      $   --      $     9,521      $ 0.02     
         Landlord Contribution - Marketing   $        --     $   --      $   104,056      $ 0.19      $   124,255      $ 0.23     
         Bad Debt                            $   327,632     $ 0.61      $   481,979      $ 0.90      $        --      $ -        
         Specialty Leasing                   $    52,012     $ 0.10      $    61,798      $ 0.12      $    37,403      $ 0.07     
         Other                               $   111,458     $ 0.21      $        --      $   --      $        --      $ -        
                                             -----------     ------      -----------      ------      -----------      ------     
      Total Landlord Expenses:               $   793,322     $ 1.48      $   913,370      $ 1.70      $   273,893      $ 0.51     

      TOTAL - NONRECOVERABLE:                $   793,322     $ 1.48      $   913,370      $ 1.70      $   273,893      $ 0.51     

      TOTAL OPERATING EXPENSES               $ 9,050,413     $16.89      $ 9,841,105      $18.36      $ 8,414,774      $15.70     
      Operating Expense Ratio                         --      40.2%               --       41.8%               --       36.6%     

   ------------------------------------
   NET OPERATING INCOME                      $13,441,963     $25.08      $13,681,107      $25.53      $14,586,109      $27.22     
   ------------------------------------

==================================================================================================================================
<CAPTION>
==============================================================================================================  
                                             -----------------------------------------------------------------
                                             Gross Leasable Area:                                    535,912  
                                             (Owned GLA)                                                      
                                             -----------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
                                                                 Per Sq/Ft          C&W              Per Sq/Ft  
                                                 Budget            of GLA         Forecast             of GLA   
                                                  1998              1998           FY1999              FY1999   
==============================================================================================================  
   <S>                                       <C>                  <C>          <C>                    <C>
   ------------------------------------
   OPERATING INCOME                                                                                             
   ------------------------------------
      MINIMUM RENT                                                                                              
      Base Rent:                              $13,275,385          $24.77       $13,420,686            $25.04   
      Percentage Rent:                        $    56,607          $ 0.11       $    99,952            $ 0.19   
      Specialty Leasing:                      $   702,739          $ 1.31       $   714,000            $ 1.33   
      Storage Rent                            $    57,600          $ 0.11       $    58,752            $ 0.11   
      Nordstrom Storage                       $   472,500          $ 0.88       $   472,500            $ 0.88   
      Robinson's May Parking                  $        --          $   --       $   305,248            $ 0.57   
      Bad Debt (or Vacancy Loss)              $        --          $   --       $  (204,432)           $(0.38)  
                                              -----------          ------       -----------            ------   
      SUBTOTAL:                               $14,564,831          $27.18       $14,866,706            $27.74   
                                                                                                                
      RECOVERY INCOME                                                                                           
      CAM Income:                             $ 4,658,589          $ 8.69       $ 4,516,316            $ 8.43   
      Food Court Income:                      $   182,084          $ 0.34       $   169,572            $ 0.32   
      Property Tax Income:                    $ 1,683,393          $ 3.14       $ 1,776,696            $ 3.32   
      Insurance Income:                       $   441,075          $ 0.82       $   573,196            $ 1.07   
      HVAC Income:                            $   701,404          $ 1.31       $   693,816            $ 1.29   
      Electricity Income                      $ 1,084,260          $ 2.02       $ 1,146,592            $ 2.14   
      Water/Sewer Income:                     $    27,262          $ 0.05       $    25,698            $ 0.05   
                                              -----------          ------       -----------            ------   
      SUBTOTAL:                               $ 8,778,067          $16.38       $ 8,901,886            $16.61   
                                                                                                                
      OTHER INCOME                                                                                              
      Capital Revenue                         $   126,000          $ 0.24       $   127,500            $ 0.24   
      Marketing                               $        --          $   --       $        --            $   --   
      Other Income                            $    12,000          $ 0.02       $    12,240            $ 0.02   
                                              -----------          ------       -----------            ------   
      SUBTOTAL:                               $   138,000          $ 0.26       $   139,740            $ 0.26   
                                                                                                                
      TOTAL INCOME:                           $23,480,898          $43.81       $23,908,332            $44.61   
                                                                                                                
   ------------------------------------
   OPERATING EXPENSES                                                                                           
   ------------------------------------
                                                                                                                
      CAM                                                                                                       
         Payroll/Benefits                     $   674,427          $ 1.26                                       
         Contract Maintenance                 $    15,118          $ 0.03                                       
         Contract Security Services           $   789,480          $ 1.47                                       
         Contract Cleaning Services           $   494,436          $ 0.92                                       
         Contract Landscaping                 $    36,375          $ 0.07                                       
         Contract Elevator                    $   162,000          $ 0.30                                       
         Pest Control/Trash Removal           $   184,260          $ 0.34                                       
         Repairs & Maintenance                $   745,318          $ 1.39                                       
         Materials & Supplies                 $   109,400          $ 0.20                                       
         Equipment Rental/Radios/Tele.        $   103,140          $ 0.19                                       
         Utilities                            $   822,821          $ 1.54                                       
         Misc. Office Expense                 $    57,257          $ 0.11                                       
         Roof/Skylight Repairs                $    22,000          $ 0.04                                       
         Taxes, Licenses, Fees & Insur.       $   178,470          $ 0.33                                       
         Professional & Legal                 $    38,900          $ 0.07                                       
         Depreciation - General               $        --          $   --                                       
                                              -----------          ------       -----------            ------   
      Sub-total CAM                           $ 4,433,402          $ 8.27       $ 4,488,000            $ 8.37   
                                                                                                                
      CAM - FOOD COURT                                                                                          
         Contract Services                    $    94,406          $ 0.18                                       
         Maintenance & Supplies               $    13,250          $ 0.02                                       
         Utilities                            $    57,875          $ 0.11                                       
                                              -----------          ------                                       
      Sub-total Food Court                    $   165,531          $ 0.31       $   168,300            $ 0.31   
                                                                                                                
      MARKETING                                                                                                 
         Marketing & Promotional              $   616,103          $ 1.15                                       
         Promotional Charges                  $  (414,204)         $(0.77)                                      
         Lease Required Advertising           $    (4,031)         $(0.01)                                      
         Media Fund                           $   (96,388)         $(0.18)                                      
         Landlord Contribution Required       $  (101,480)         $(0.19)                                      
                                              -----------          ------       -----------            ------   
      Sub-total Marketing                     $        --          $   --       $        --            $   --   
                                                                                                                
      REAL ESTATE TAXES                       $ 1,931,805          $ 3.60       $ 1,919,000            $ 3.58   
                                                                                                                
      OTHER RECOVERABLE EXPENSES                                                                                
         Insurance                            $   559,666          $ 1.04       $   561,000                     
         Electricity                          $   968,090          $ 1.81       $   989,400                     
         Water/Sewer                          $    24,784          $ 0.05       $    25,500                     
         HVAC                                 $   376,534          $ 0.70       $   382,500                     
         Other                                $        --          $   --                                       
                                              -----------          ------       -----------            ------   
      Sub-total Other Recoverable             $ 1,929,074          $ 3.60       $ 1,958,400            $ 3.65   
                                                                                                                
      TOTAL RECOVERABLE EXPENSES              $ 8,459,812          $15.79       $ 8,533,700            $15.92   
                                                                                                                
      MANAGEMENT FEE                          $   360,000          $ 0.67       $   680,659            $ 1.27   
                                                                                                                
      LANDLORD EXPENSES                                                                                         
         Landlord Maintenance                 $     4,200          $ 0.01                                       
         Postage, bank charges, misc.         $     2,040          $ 0.00                                       
         Insurance (legal)                    $        --          $   --                                       
         Professional Fees - Legal/Audit      $   106,048          $ 0.20                                       
         Professional Fees  - Other           $        --          $   --                                       
         Landlord Contribution - Marketing    $   106,366          $ 0.20                                       
         Bad Debt                             $        --                                                       
         Specialty Leasing                    $    53,650                                                       
         Other                                $        --          $   --                                       
                                              -----------          ------       -----------            ------   
      Total Landlord Expenses:                $   272,304          $ 0.51       $   280,500            $ 0.52   
                                                                                                                
      TOTAL - NONRECOVERABLE:                 $   272,304          $ 0.51       $   280,500            $ 0.52   
                                                                                                                
      TOTAL OPERATING EXPENSES                $ 9,092,116          $16.97       $ 9,494,859            $17.72   
      Operating Expense Ratio                          --           38.7%                --             39.7%   
                                                                                                                
   ------------------------------------
   NET OPERATING INCOME                       $14,388,782          $26.85       $14,413,473            $26.90   
   ------------------------------------
                                                                                                                
=============================================================================================================   
</TABLE>

<PAGE>

                                                                INCOME APPROACH
- -------------------------------------------------------------------------------
annual inflation with the exception of Property Taxes which are escalated at
2.0 percent annually based on Proposition 13.

      The subject includes two basic categories of operating expense; 1)
Recoverable expenses, which are passed through to the tenants including CAM
Expenses, Food Court, Water Tenant HVAC, Electricity, Insurance, and Property
Taxes; and, 2) Non-Recoverable Expenses, which are incurred by the landlord and
are not passed through to the tenants.

RECOVERABLE EXPENSES

      REAL ESTATE TAXES

      Property taxes for the subject were estimated based on our value
      conclusion multiplied by the subject's property tax rate (rounded). We
      then increased this figure 2.0 percent annually throughout the term of
      the holding period in accordance with Proposition 13.

      COMMON AREA MAINTENANCE (CAM)

      The components of the subject's CAM expenses are as follows: Payroll,
      employee benefits, workers compensation, health insurance, uniforms,
      travel, meals and entertainment, staff amenities, subscriptions, training
      and education, staff employment fees, temporary labor, contracts,
      maintenance, A/C repairs, elevator/escalator repairs, plumbing and
      drainage repairs, roof repair, supplies, fire/life/and safety systems,
      pest control, snow removal, trash removal, wired music, postage, radios,
      pagers, beepers, telephones, permits, personal property taxes, fire tax,
      sales and use tax, insurance premiums, claims, and legal, electricity,
      water, sewer, gas, HVAC, professional fees, legal fees, audit fees,
      computer services, machinery/equipment rental, auto and truck leases,
      donations, office supplies, and community relations. The major components
      of the subject CAM pool include payroll, security, maintenance and
      utilities.

      The subject's CAM Expenses equaled $4,866,282 in 1996, dropping to
      $4,256,816 in 1997. The decrease is due primarily to reduced payroll and
      maintenance costs. The 1998 budgeted amount is $4,433,402. We estimated
      the subject CAM Expenses at $4,400,000 during 1998 and increased this
      figure 4.0 percent annually throughout the remainder of the holding
      period.

      INSURANCE

      Insurance premiums at the subject were $455,178 in 1996 and $430,407 in
      1997. The 1998 budget amount is $559,666. We have applied an expense of
      $550,000 during 1998 and increased this figure 4.0 percent annually
      throughout the remainder of the holding period.

      ELECTRICITY

      The 1996 actual expense for electricity usage equaled $850,985. The 1997
      expense was $919,565. These compare to the 1998 budget cost of $968,090,
      which is higher due to increased occupancy in the main mall. We estimate
      this cost at $970,000 during 1998 and increased this figure 4.0 percent
      annually throughout the remainder of the holding period.
- -------------------------------------------------------------------------------

                                      87
<PAGE>

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

  WATER/SEWER 

          This expense equaled $21,965 during 1996, which is approximately the
     same as the 1997 amount of $21,841. The 1998 budget figure is $24,784,
     which we have rounded to $25,000 in our analysis. This is grown at 4.0
     percent annually throughout the remainder of the holding period.

  HAVC 

          Actual 1996 expenses for this category equaled $365,133, which
     compare with a 1997 actual of $383,359. The 1998 budget estimates tenant
     HVAC expenses at $376,534. We have included an amount of $375,000 in our
     analysis.

  FOOD COURT 

          These expenses are directly related to the on going operation of the
     subject food court. Components of the subject's food court expenses
     include contracts, maintenance, plumbing and drainage repairs, supplies,
     pest control, electricity, water, and HVAC costs. The 1996 actual food
     court expenses equaled $154,223, which compare with the 1997 figure of
     $213,723. The 1997 expense is high due to extra contract service costs.
     The 1998 budget includes food court expenses at $165,531. We estimated
     this cost at $165,000 during 1998 and increased this figure 4.0 percent
     annually throughout the remainder of the holding period.

NON RECOVERABLE EXPENSES 

  MANAGEMENT FEES 

          We have included a management fee of 5 percent of minimum rent and
     percentage rent. Management fees will typically range from 3.5 to 5.0
     percent on a national basis. Our conclusion at the upper end of the range
     takes into consideration the physical composition of the subject property
     and the cash flow assumptions herein.

  LANDLORD EXPENSES 

          Components of the non-recoverable landlord expenses at the subject
     include specialty leasing expenses, federal express, legal fees, audit
     fees, bank charges, landlord marketing contributions, and bad debts. We
     considered the bad debt component of this expense within our credit loss
     estimate. Net of bad debt this expense equaled $431,391 in 1996 and
     $273,893 in 1997. These costs are budgeted at $272,304 in 1998, similar to
     the 1997 amount. The 1996 costs are high due to excessive legal and audit
     fees. We estimate this cost at $275,000 during 1998 and increased this
     figure 4.0 percent annually throughout the remainder of the holding
     period.

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

                                       88

<PAGE>
                                                               INCOME APPROACH 
- ------------------------------------------------------------------------------

  TOTAL OPERATING EXPENSES 

          As shown in the cash flow report, the subject's total operating
     expenses for Phase I and II equal $9,494,859 in the first year of the
     analysis. This equals $17.72 per square foot of owned GLA, and an
     operating expense ratio of 39.7 percent. This compares well with the
     historical and budgeted operating performance of the subject property. As
     a final check against our cash flow projection, we can compare the
     subject's projected operating expense ratio with other malls within the
     region.

<TABLE>
<CAPTION>
                  OPERATING EXPENSE RATIOS 
            REGIONAL MALLS--SOUTHERN CALIFORNIA 
=========================================================== 
                                                 OPERATING 
                     OPERATING                    EXPENSE 
                     EXPENSES     TOTAL INCOME     RATIO 
- -----------------  ------------ --------------  ----------- 
<S>                <C>          <C>             <C>
Mall Comparable 1   $7,000,000    $18,600,000       37.6% 
Mall Comparable 2   $6,216,568    $14,858,092       41.8% 
Mall Comparable 3   $8,352,208    $16,572,776       50.4% 
Mall Comparable 4   $2,428,055    $ 5,515,656       44.0% 
Mall Comparable 5   $5,838,391    $14,437,112       40.4% 
Mall Comparable 6   $5,807,536    $16,370,705       35.5% 
Mall Comparable 7   $7,012,000    $14,450,000       48.5% 
=================  ============ ==============  =========== 
SURVEY AVERAGE:                                     42.6% 
=================  ============ ==============  =========== 
</TABLE>

   The survey illustrates that operating expense ratios for the Southern 
California regional malls for which we have information ranges from 35.5 to 
50.4 percent. The overall average equals 42.6 percent. 

   Comparatively, our analysis results in a first year operating expense 
ratio of 39.7 percent which fluctuates between 39.7 and 42.5 percent over the 
projection period. This appears reasonable when compared to the ratios 
indicates by the regional malls in our survey. 

CAPITAL EXPENDITURES 

  TENANT IMPROVEMENT ALLOWANCES 

          Based on activity at similar centers and the cash flow modeling
     practice of investors in regional malls nationally, we have included a $15
     per square foot tenant improvement allowance for new tenants, $5.00 per
     square foot for renewals. This equals a blended tenant improvement
     allowance for speculative rollovers of $8.50 per square foot using a
     renewal probability of 65 percent.

  LEASE COMMISSIONS 

          The lease commission for new tenants is assumed at $2.50 per square
     foot and $1.50 per square foot for renewals. Based on a 65 percent renewal
     probability, this equals a blended commission rate of $1.85 per square
     foot for speculative rollovers.

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

                                       89
<PAGE>
                                                               INCOME APPROACH 
- ------------------------------------------------------------------------------

  RESERVES FOR REPLACEMENT 

          Investors in this type of property typically make an allowance for
     capital reserves to replace short lived items such as electrical or HVAC
     systems, and to cover the cost of roof or repair replacement. We have
     included reserves at $0.20 per-square-foot of owned gross leasable area in
     1998, increased by 4.0 percent annually. This is included as a capital
     expense below the net operating income line.

  ADA COMPLIANCE 

          As mentioned in the Executive Summary to this report, we were
     provided with excerpts from a 1998 report prepared by Myers, Houghton &
     Partners. These pages are contained in the Addenda. The report identifies
     $90,000 in readily achievable barrier removal items to bring the property
     into compliance. This has been included as a capital deduction in the cash
     flow analysis, however, due to the small amount, it is basically lost in
     rounding. The reader should note that we are not qualified to provide a
     specific compliance survey and analysis of the property to determine
     whether or not it is in conformity with the various detailed requirements
     of ADA, and have relied upon the information provided to us. It is
     possible that a full compliance survey of the property, together with a
     detailed analysis of the requirements of the ADA could reveal that the
     property is not in compliance with one or more of the requirements of the
     Act. If so, this fact could have a negative effect upon the value of the
     property.

NET INCOME/NET CASH FLOW 

   The total expenses of the subject property, including alterations, 
commissions, capital expenditures, and reserves, are annually deducted from 
total income, thereby leaving a residual net operating income or net cash 
flow to the investors in each year of the holding period before debt service. 
In the initial year of the analysis, the net operating income is forecasted 
to be equal to approximately $14.413 million for Phase I and II combined, 
which is equivalent to 60.3 percent of effective gross income. Deducting 
other expenses including capital items results in a net cash flow before debt 
service of approximately $14,070 million. 

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

                                       90
<PAGE>

                                                                INCOME APPROACH
- -------------------------------------------------------------------------------
     =====================================================================
                  OPERATING SUMMARY - PHASE I & II COMBINED
                      WESTSIDE PAVILION FISCAL YEAR 1999
     ---------------------------------------------------------------------
                            Aggregate Sum    Unit Rate*   Operating Ratio
     =====================================================================
     Effective Gross 
       Income                $23,908,332       $44.61          100.0%   
     ---------------------------------------------------------------------
     Operating Expenses       $9,494,859       $17.71           39.7%
     ---------------------------------------------------------------------
     Net Operating Income    $14,413,473       $26.90           60.3%
     ---------------------------------------------------------------------
     Other Expenses             $342,925        $0.64            1.4%
     ---------------------------------------------------------------------
     Cash Flow               $14,070,548       $26.26           58.9%
     =====================================================================
     * Based on total owned GLA of 535,912+/- square feet.
     =====================================================================


     In our analysis of Phase I alone, net operating income in the first year
is forecasted to be equal to approximately $13.416 million, which is equivalent
to 63.6 percent of effective gross income. Deducting other expenses including
capital items results in a net cash flow before debt service of approximately
$13.109 million.

     =====================================================================
                       OPERATING SUMMARY - PHASE I ONLY
                      WESTSIDE PAVILION FISCAL YEAR 1999
     ---------------------------------------------------------------------
                            Aggregate Sum     Unit Rate*   Operating Ratio
     =====================================================================
     Effective Gross
       Income                $21,083,182        $47.49          100.0%
     ---------------------------------------------------------------------
     Operating Expenses       $7,666,906        $17.27           36.4%
     ---------------------------------------------------------------------
     Net Operating Income    $13,416,276        $30.22           63.6%
     ---------------------------------------------------------------------
     Other Expenses             $307,533         $0.69            1.4%
     ---------------------------------------------------------------------
     Cash Flow               $13,108,721        $29.53           62.2%
     =====================================================================
     * Based on total owned GLA of 443,934+/- square feet.
     =====================================================================

     The rate of change to both net income and cash flow is important from an
investor's perspective. Our cash flow models have forecasted the following
compound annual growth rates over the holding period on a fiscal year basis.
- -------------------------------------------------------------------------------

                                      91
<PAGE>

                                                                INCOME APPROACH
- -------------------------------------------------------------------------------
                  ==============================================
                          INCOME GROWTH FY 1999 - 2008
                             PHASE I & II COMBINED
                  ==============================================
                  Net Operating Income:                    2.6%
                  ----------------------------------------------
                  Net Cash Flow:                           2.3%
                  ==============================================

                  ==============================================
                          INCOME GROWTH FY 1999 - 2008
                                  PHASE I ONLY
                  ==============================================
                  Net Operating Income:                    2.5%
                  ----------------------------------------------
                  Net Cash Flow:                           2.2%
                  ==============================================

     Growth rates in net operating income and net cash flow for the combined
Phase I & II analysis are forecasted to approximate to 2.6 and 2.3 percent per
annum, respectively. The growth rates are lower in the Phase I analysis, at 2.5
percent and 2.2 percent due to the higher occupancy and long term nature of the
leases, which provides a slightly more rigid cash flow. These rates are
considered to be typical of a center such as the subject where its income from
mall tenants is a principal revenue source with long-term lease structures that
contain only modest rent bumps. Such income growth has been considered in our
selection of investment parameters as discussed in a following section.

SELECTION OF CAPITALIZATION RATES

      OVERALL CAPITALIZATION RATE

      The overall capitalization rate bears a direct relationship between net
operating income generated by the real estate in the initial year of investment
(or initial stabilized year) and the value of the asset in the marketplace.
Overall rates are affected by the existing leasing schedule of the property,
the strength or weakness of the local rental market, the property's position
relative to competing properties, and the risk/return characteristics
associated with competitive investments.

      For retail properties, the trend has been for rising capitalization
rates. We feel that much of this has to do with the quality of product that has
been selling. Sellers of better performing dominant Class A malls have been
unwilling to waver on their pricing. Many of the malls sold over the past 24
months are found in less desirable, second or third tier locations, or
represent turnaround situations with properties that are poised for expansion
or remerchandising.
- -------------------------------------------------------------------------------

                                      92
<PAGE>

                                                                INCOME APPROACH
- -------------------------------------------------------------------------------
        =========================================================
                      OVERALL CAPITALIZATION RATES
                          REGIONAL MALL SALES
        ---------------------------------------------------------
              YEAR             RANGE         MEAN   POINT CHANGE
        =========================================================
              1988         5.00% -  8.00%    6.19%          --
        ---------------------------------------------------------
              1989         4.57% -  7.26     6.22%        +  3
        ---------------------------------------------------------
              1990         5.06% -  9.11%    6.29%        +  7
        ---------------------------------------------------------
              1991         5.60% -  7.82%    6.44%        + 15
        ---------------------------------------------------------
              1992         6.00% -  7.97%    7.31%        + 87
        ---------------------------------------------------------
              1993         7.00% - 10.10%    7.92%        + 61
        ---------------------------------------------------------
              1994         6.98% - 10.29%    8.37%        + 45
        ---------------------------------------------------------
              1995         7.25% - 11.10%    9.13%        + 76
        ---------------------------------------------------------
              1996         7.00% - 12.10%    9.44%        + 31
        ---------------------------------------------------------
              1997         7.34% - 12.77%    9.65%        + 21
        ---------------------------------------------------------
           1998 - YTD      7.40% - 12.01%    9.51%        - 14
        =========================================================
          BASIS POINT
            CHANGE
        =========================================================
           1988-1997                                 + 346 BPs
        ---------------------------------------------------------
           1992-1997                                 + 234 BPs
        =========================================================

       The data shows that the average capitalization rate has shown a rising
trend each year. Between 1988 and 1997, the average capitalization rate has
risen 346 basis points. Since 1992, the rise has been 234 basis points. This
change is a reflection of both rising interest rates and increasing first year
returns demanded by investors in light of several fundamental changes which
have occurred in the retail sector. The increase in investment activity and
competition for product by the REIT's is expected to stabilize the eventually
lower rates, as suggested by the year-to-date 1998 activity.

       As noted, much of the buying over the past 18 to 24 months has been
opportunistic acquisitions involving properties selling near or below
replacement cost. Many of these properties have languished due to lack of
management focus or expertise, as well as a limited ability to make the
necessary capital commitments for growth. As these opportunities become harder
to find, we believe that investors will again begin to focus on the stable
returns of the dominant Class A product.

       The Cushman & Wakefield's Spring 1998 survey reveals that going-in cap
rates for CLASS A regional shopping centers range between 7.0 and 11.0 percent,
with a low average of 7.4 percent and high average of 8.9 percent,
respectively; a spread of 150 basis points. On an overall basis, when Class B
assets and "Value Added" opportunities are added, the low and high means are
8.0 percent and 9.3 percent, respectively. Cushman & Wakefield now surveys
respondents on their criteria for both Class B and "Value Added" malls. As
expected, going-in capitalization and yield rates range from 100 to 300 basis
points above rates for Class A assets.

       Terminal, or going-out rates for CLASS A assets are now averaging 7.9
and 9.3 percent, indicating a spread of 40 to 90 basis points over the going-in
rates. Again, on an overall basis, including Class B and "value added"
properties, the respective averages are 
- -------------------------------------------------------------------------------

                                      93
<PAGE>

                                                                INCOME APPROACH
- -------------------------------------------------------------------------------
8.1 percent and 9.0 percent. Finally, our current survey also shows that
investors have become more cautious in their underwriting, positioning "retail"
lower on their investment rating scales in terms of preferred investments.

<TABLE>
<CAPTION>
=============================================================================================
                      CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES
                       NATIONAL INVESTOR SURVEY - REGIONAL MALLS (%)
- ---------------------------------------------------------------------------------------------
 INVESTMENT           AUTUMN 1996               SUMMER 1997                SPRING 1998*
               ------------------------------------------------------------------------------ 
 PARAMETERS        LOW         HIGH          LOW          HIGH           LOW         HIGH
=============================================================================================
<S>             <C>          <C>          <C>           <C>           <C>          <C>       
OAR/Going-In    7.0 - 9.0    7.5 - 9.5    7.5 - 10.0    7.8 - 11.0    7.0 - 9.5    7.5 - 12.0
                   7.9          8.2          8.4           9.1           8.0          9.3
- ---------------------------------------------------------------------------------------------
OAR/Terminal    7.0 - 9.5    7.8 - 11.0   8.0 - 10.3    8.0 - 9.0     7.5 - 9.0    7.9 - 11.5
                   8.2          8.6          8.7           9.4           8.1          9.0
- ---------------------------------------------------------------------------------------------
IRR            10.0 - 15.0  11.0 - 15.0  10.0 - 20.0   10.5 - 12.8    9.5 - 18.0  10.5 - 18.0
                  11.4         11.8         13.4          13.9          12.8         13.6
=============================================================================================
* Reflects overall results which includes Class A/B properties as well as value
  added opportunities.
=============================================================================================
</TABLE>

      The Second Quarter 1998 Peter F. Korpacz survey concurs with these
findings, citing that regional malls are near the bottom of investor
preferences, but 1998 is seen by many as a turnaround year. Mall portfolios are
expected to be actively traded this year. Nonetheless, with expense growth
surpassing sales increases in many markets, occupancy cost issues have also
become of greater concern. Even in some malls where sales approach a benchmark
level of $350+/- per square foot, it is not uncommon for occupancy costs to
limit the opportunity to grow rents.

      Thus, with limited upside growth in net income, cap rates are generally
well above 8.0 percent. For "A" and "A+" malls, the survey cites cap rates
ranging from 7.00 to 9.00 percent with an average of 7.63 percent for "A+"
malls. For "A" malls, the mean is 8.04 percent. For "B+" malls, the range is
7.00 to 10.00 percent, averaging 9.06 percent. For "B" malls, the range is 8.25
to 11.00 percent, with an average of 9.78 percent.
- -------------------------------------------------------------------------------

                                      94
<PAGE>

                                                                INCOME APPROACH
- -------------------------------------------------------------------------------
   ==========================================================================
                            NATIONAL REGIONAL MALL MARKET
                                 SECOND QUARTER 1998
   --------------------------------------------------------------------------
                                CURRENT           LAST
        KEY INDICATORS          QUARTER          QUARTER         YEAR AGO
   ==========================================================================
   FREE & CLEAR EQUITY IRR
   --------------------------------------------------------------------------
   RANGE                    10.00% - 13.00%   9.50% - 13.00%  10.50% - 14.00%
   AVERAGE                       11.30%           11.50%           11.75%
   --------------------------------------------------------------------------
   CHANGE (Basis Points)           -               -20              -45
   --------------------------------------------------------------------------
   FREE & CLEAR GOING-IN CAP RATE
   --------------------------------------------------------------------------
   RANGE                     7.00% - 11.00%   7.00% - 11.00%   7.00% - 11.00%
   AVERAGE                        8.45%            8.51%            8.57%
   --------------------------------------------------------------------------
   CHANGE (Basis Points)           -                -6               -12
   --------------------------------------------------------------------------
   RESIDUAL CAP RATE
   --------------------------------------------------------------------------
   RANGE                     7.50% - 11.00%   7.50% - 11.00%   7.50% - 11.00%
   AVERAGE                        8.76%            8.80%            8.78%
   --------------------------------------------------------------------------
   CHANGE (Basis Points)           -                -4               -2
   ==========================================================================
   Source:  Peter Korpacz Associates, Inc. - Real Estate Investor Survey
   ==========================================================================

      As can be seen from the above, the average IRR has decreased by 45 basis
points to 11.30 percent from one year ago. The quarter's average initial free
and clear equity cap rate fell 12 basis points to 8.45 percent from a year
earlier, while the residual cap rate has fallen 2 basis points to 8.76 percent.

      Based upon this discussion, we are inclined to group and characterize
regional malls into the general categories following:
- -------------------------------------------------------------------------------

                                      95
<PAGE>

                                                                INCOME APPROACH
- -------------------------------------------------------------------------------
      CAP RATE RANGE          CATEGORY
      --------------          --------

      7.0% to 7.5% (A+)       Top 15 to 20+/- malls in the country. Excellent
                              demographics with high sales ($400+/-/SF) and 
                              good upside.

      7.5% to 8.5% (A)        Dominant Class A investment grade property, high
                              sales levels, relatively good health ratios,
                              excellent demographics (top 50 markets), and
                              considered to present a significant barrier to
                              entry within its trade area. Sales tend to be in
                              the $300 to $350 per square foot range. The
                              subject property is considered to fall at the
                              upper end of this range in rates, as a Class A-
                              investment for Phase I and II combined and a
                              Class A investment for Phase I alone.

      8.5% to 11.0% (B+/B-)   Somewhat broad characterization of investment
                              quality properties ranging from primary MSAs to
                              second tier cities. Properties at the higher end
                              of the scale are probably somewhat vulnerable to
                              new competition in their market.

      11.0% to 14.0% (B-/C)   Remaining product which has limited appeal or
                              significant risk which will attract only a
                              smaller, select group of investors.

     CONCLUSION - INITIAL CAPITALIZATION RATE

      We have considered all of the above relative to the physical and economic
characteristics of the subject property. Clearly, it is difficult to relate the
subject to comparable properties that are in such widely divergent markets with
different cash flow characteristics. Based upon this analysis, we can develop a
going-in capitalization rate for the subject based upon its tenancy, investment
appeal, quality, and inherent risks. On balance, we have looked toward a
going-in capitalization rate between 8.0 and 8.5 percent for the subject for
Phase I and II combined. This is well supported by the recent purchaser's
going-in overall rate of 8.2 percent based on their financial analysis.

      Phase I alone is viewed as a superior investment if unsaddled by the
struggling Phase II. We have applied an overall rate at the lower end of the
range at 8.0 percent for Phase I analysis.
- -------------------------------------------------------------------------------

                                      96
<PAGE>

                                                                INCOME APPROACH
- -------------------------------------------------------------------------------
      TERMINAL CAPITALIZATION RATE

      The residual cash flows generated annually by the subject property
comprise only the first part of the return which an investor will receive. The
second component of this investment return is the pre-tax cash proceeds from
the resale of the property at the end of a projected investment holding period.
Typically, investors will structure a provision in their analyses in the form
of a rate differential over a going-in capitalization rate in projecting a
future disposition price. The view is that the improvement is then older and
the future is harder to visualize; hence a slightly higher rate is warranted
for added risks in forecasting. On average, the Cushman & Wakefield survey
shows very little differential between going-in rates and terminal rates, while
Korpacz reports a 31 basis point differential.

      Therefore, to the range of stabilized overall capitalization rates, we
have added 25 basis points to arrive at a projected terminal capitalization
rate ranging from 8.25 to 8.75 percent for both Phase I & II and the Phase I
analysis. This provision is made for the risk of lease-up and maintaining a
certain level of occupancy in the center, its level of revenue collection, the
prospects of future competition, as well as the uncertainty of maintaining the
forecasted growth rates over such a holding period. In our opinion, this range
of terminal rates would be appropriate for the subject. According to
representatives from Macerich, the terminal overall rate applied in their
financial analysis of the property was 9.0 percent. Given the assumptions made
in our analysis, we believe the reversion year net income in each cash flow to
reflect a fairly safe projection to calculate into reversion value, and
consider a terminal rate of near 8.5 percent as appropriate.

      SELECTION OF DISCOUNT RATE

      The discounted cash flow analysis makes several assumptions which reflect
typical investor requirements for yield on real property. These assumptions are
difficult to directly extract from any given market sale or by comparison to
other investment vehicles. Instead, investor surveys of major real estate
investment funds and trends in bond yield rates are often cited to support such
analysis.

      Yield rates on long term real estate investments range widely between
property types. As cited in Cushman & Wakefield's Spring 1998 survey, investors
in regional malls are currently looking at broad rates of return between 9.5
and 18.0 percent, down slightly from our last two surveys. The average low IRR
for CLASS A malls is 10.7 percent, while the average high is 11.9 percent. The
indicated low and high averages overall are 12.8 and 13.6 percent,
respectively. Peter F. Korpacz reports an average internal rate of return of
11.3 percent for the Second Quarter 1998, down 45 basis points from year-ago
levels.

      Finally, application of these rate parameters to the subject should
entail some sensitivity to the rate at which leases will be expiring over the
projection period. Provided on the ACCOMPANYING PAGE is a summary of the
forecasted lease expiration schedule for the subject. A complete expiration
report is included in the Addenda.

      From the expiration summary chart, we see that the subject's rollover
exposure is fairly well distributed over the projection period. The year of the
highest rollover is 2001 
- -------------------------------------------------------------------------------

                                      97
<PAGE>

<TABLE>
<CAPTION>
=================================================================================================================================
 EXPIRATION SUMMARY
 WESTSIDE PAVILION
 Cushman & Wakefield, Inc.
- ---------------------------------------------------------------------------------------------------------------------------------
         NO. OF    EXPIRING     PERCENT        CUMMULATIVE         ANNUAL           ANNUAL          PERCENT OF      CUMMULATIVE
YEAR     TENANTS    SQ.FT.     OF SQ.FT.         PERCENT         BASE RENT        RENT/SQ.FT.       TOTAL RENT        PERCENT
=================================================================================================================================
<S>        <C>      <C>          <C>              <C>            <C>                 <C>               <C>              <C>  
1999        8        7,939        2.38%            2.38%           $428,734          $54.00             3.10%            3.10%
2000       12       14,854        4.46%            6.85%           $713,518          $48.04             5.16%            8.26%
2001       12       63,258       19.00%           25.85%         $1,726,042          $27.29            12.48%           20.75%
2002        9       15,609        4.69%           30.54%           $676,208          $43.32             4.89%           25.64%
2003       10       12,464        3.74%           34.28%           $633,667          $50.84             4.58%           30.22%
2004        9       24,285        7.30%           41.58%           $986,815          $40.63             7.14%           37.36%
2005       18       38,847       11.67%           53.25%         $1,832,597          $47.17            13.26%           50.61%
2006       19       47,858       14.38%           67.63%         $2,335,125          $48.79            16.89%           67.50%
2007       15       43,033       12.93%           80.55%         $1,875,407          $43.58            13.56%           81.07%
2008       12       32,034        9.62%           90.18%         $1,248,544          $38.98             9.03%           90.10%
2009        2        5,111        1.54%           91.71%           $340,541          $66.63             2.46%           92.56%
2010        1       27,586        8.29%          100.00%         $1,028,406          $37.28             7.44%          100.00%

TOTAL      127      332,878     100.00%          100.00%        $13,825,606          $41.53           100.00%          100.00%
=================================================================================================================================
</TABLE>

<PAGE>

                                                                INCOME APPROACH
- -------------------------------------------------------------------------------
when 19.0 percent of the space has lease expirations. Consideration is given to
the fairly even rollover distribution in our selection of an appropriate risk
rate.

      We would also note that much of the risk factored into such an analysis
is reflected in the assumptions employed within the cash flow model, including
rent and sales growth, turnover, reserves for replacement, and vacancy
provisions. With this amount of capital included, the cash flows are considered
to have less risk than if this necessary expense were not addressed.

      We have briefly discussed the investment risks associated with the
subject. On balance, it is our opinion that an investor in the subject property
would require an internal rate of return of 11.0 percent. This selection of IRR
is also supported by the financial analysis performed by Macerich in their
recent purchase of the property, in which they modeled an 11.0 percent internal
rate of return. Phase I alone is viewed as a more desirable and less risky
investment opportunity, and would command a lower discount rate. We have
applied a discount rate of 10.5 percent, which is 50 basis points lower than
the discount rate for Phase I & II combined.

DISCOUNTED CASH FLOW ANALYSIS

      Analysis by the discounted cash flow method is examined over a holding
period that allows the investment to mature, the investor to recognize a return
commensurate with the risk taken, and a recapture of the original investment.
Typical holding periods usually range from 5 to 20 years and are sufficient for
the majority of institutional grade real estate such as the subject to meet the
criteria noted above. In the instance of the subject, we have analyzed the cash
flows anticipated over a 10-year period commencing on July 1, 1998.

      A sale or reversion is deemed to occur at the end of the 10th year (June
30, 2008), based upon capitalization of the following year's net operating
income. This is based upon the premise that a purchaser in the 10th year is
buying the following year's net income. Therefore, our analysis reflects this
situation by capitalizing the first year of the next holding period. Our cash
flows forecasted for the property are presented on the accompanying pages. To
reiterate, the formulation of these cash flows incorporate the following
general assumptions in our computer model:
- -------------------------------------------------------------------------------

                                      98
<PAGE>

                                                                INCOME APPROACH
- -------------------------------------------------------------------------------
  =============================================================================
            SUMMARY OF CRITICAL ASSUMPTIONS FOR DISCOUNTED CASH FLOW
  =============================================================================
  SUBJECT  PROPERTY                                       WESTSIDE PAVILION
  ============================================================================= 
  SQUARE FOOTAGE RECONCILIATION
  ============================================================================= 
  TOTAL GROSS LEASABLE AREA                                      755,912 SF
  -----------------------------------------------------------------------------
  UN-OWNED GLA                                                   220,000 SF
  -----------------------------------------------------------------------------
  OWNED GLA                                                      535,912 SF
  -----------------------------------------------------------------------------
       PHASE I OWNED GLA                                         443,934 SF
  -----------------------------------------------------------------------------
       PHASE II OWNED GLA                                         91,978 SF
  -----------------------------------------------------------------------------
  OWNED MALL SHOP GLA                                            354,349 SF
  -----------------------------------------------------------------------------
       PHASE 1 MALL SHOP                                         262,371 SF
  -----------------------------------------------------------------------------
       PHASE II MALL SHOP                                         91,978 SF
  -----------------------------------------------------------------------------
  OWNED ANCHOR GLA                                               181,563 SF
  -----------------------------------------------------------------------------
       PHASE 1 ANCHOR GLA                                        181,563 SF
  -----------------------------------------------------------------------------
       PHASE II ANCHOR GLA                                             0 SF
  =============================================================================
  MARKET RENT/SALES CONCLUSIONS
  =============================================================================
  MARKET RENT ESTIMATES (1998)                $30 to $65/SF - Initial Rates
  -----------------------------------------------------------------------------
  RENT ADJUSTMENTS                                       5% in Yrs. 4 and 8
  -----------------------------------------------------------------------------
  RENTAL BASIS                                                          NNN
  -----------------------------------------------------------------------------
  MARKET RENTAL GROWTH RATE                                            4.0%
  -----------------------------------------------------------------------------
  CREDIT RISK LOSS (NON-ANCHOR  SPACE)                1.0% for Phase I & II
                                                      5.0% for Phase I only
  ==============================================================================
  VACANCY & TYPICAL LEASE TERM
  ==============================================================================
  AVERAGE LEASE TERM                                               10 Years
  -----------------------------------------------------------------------------
  RENEWAL PROBABILITY                                                 65.0%
  -----------------------------------------------------------------------------
  WEIGHTED AVERAGE DOWNTIME                                        2 Months
  -----------------------------------------------------------------------------
  STABILIZED PHYSICAL OCCUPANCY                              90.0% to 95.0%
  -----------------------------------------------------------------------------
  ABSORPTION PERIOD                                               12 Months
  =============================================================================
  OPERATING EXPENSE DATA
  ==============================================================================
  LEASING COMMISSIONS
  -----------------------------------------------------------------------------
        NEW TENANTS                                                $2.50/SF
  -----------------------------------------------------------------------------
        RENEWAL TENANTS                                            $1.50/SF
  -----------------------------------------------------------------------------
        BLENDED                                                    $1.85/SF
  -----------------------------------------------------------------------------
  TENANT IMPROVEMENT ALLOWANCE
  -----------------------------------------------------------------------------
        NEW TENANT                                                $15.00/SF
  -----------------------------------------------------------------------------
        RENEWAL TENANT                                             $5.00/SF
  -----------------------------------------------------------------------------
        BLENDED                                                    $8.50/SF
  -----------------------------------------------------------------------------
  EXPENSE GROWTH RATE                                               4.0%/YR
  -----------------------------------------------------------------------------
  TAX GROWTH RATE                                                   2.0%/YR
  -----------------------------------------------------------------------------
  MANAGEMENT FEE                                     5.0% Minimum & % Rents
  -----------------------------------------------------------------------------
  CAPITAL RESERVES (PSF OF OWNED GLA)                              $0.20/SF
  ==============================================================================
- -------------------------------------------------------------------------------

                                      99
<PAGE>

                                                                INCOME APPROACH
- -------------------------------------------------------------------------------
  ===========================================================================
  RATES OF RETURN
  ===========================================================================
  CASH FLOW START DATE                                          July 1, 1998
  ---------------------------------------------------------------------------
  DISCOUNT RATE                                                        11.0%
  ---------------------------------------------------------------------------
  GOING-IN CAPITALIZATION RATE                                         8.25%
  ---------------------------------------------------------------------------
  TERMINAL CAPITALIZATION RATE                                         8.75%
  ---------------------------------------------------------------------------
  REVERSIONARY SALES COSTS                                              1.0%
  ---------------------------------------------------------------------------
  HOLDING PERIOD                                                    10 Years
  ===========================================================================

CONCLUSION OF THE DISCOUNTED CASH FLOW ANALYSIS - PHASE I & II 

      The cash flow report and value matrix summarizing the preceding analysis
are on the following pages. Based on the foregoing discussions, we have
utilized a terminal overall rate of 8.5 percent in conjunction with a discount
rate of 11.0 percent. As shown, our conclusion of the market value by the
discounted cash flow analysis is $166,700,000 rounded. This equals an imputed
going-in capitalization rate of 8.65 percent. The average cash-on-cash rate
over the holding period is equal to 9.1 percent. The reversion accounts for
47.2 percent of the present value, with the remainder attributed to the interim
cash flows.

DIRECT CAPITALIZATION - PHASE I & II

      In direct capitalization, an overall rate is applied to the net operating
income of the subject property. In this case, we will again consider the
indicated overall rates from the comparable sales in the Sales Comparison
Approach as well as those rates established in our Investor Survey. As
discussed previously, in view of our total analysis, we would anticipate that
the subject property would trade at an overall rate of 8.25 percent applied to
first year income. Applying this rate to the first year net income of
$14,413,473 results in a value of $174,708,764, or $174,700,000 (rounded) by
the direct capitalization technique.

      Net Operating Income:                $14,413,473
      Overall Rate:                              8.25%
                                          ------------
      Conclusion of Value:                $174,708,764
      Rounded:                            $174,700,000
- -------------------------------------------------------------------------------

                                      100
<PAGE>

<TABLE>
<CAPTION>
========================================================================================================================
                                                                                                                        
SENSITIVITY ANALYSIS  (PHASE I & II ANALYSIS)
WESTSIDE PAVILION                      1              2              3              4              5              6     
Cushman & Wakefield, Inc.           1999           2000           2001           2002           2003           2004     
                                    ----           ----           ----           ----           ----           ----     
========================================================================================================================
<S>                             <C>            <C>            <C>            <C>            <C>            <C>          
Effective Gross Income:         $23,908,332    $24,401,481    $24,903,783    $25,449,491    $26,308,656    $26,908,673  
Operating Expenses:              $9,494,859     $9,817,219    $10,149,674    $10,501,425    $10,868,481    $11,243,915  
Net Operating Income:           $14,413,473    $14,584,262    $14,754,109    $14,948,066    $15,440,175    $15,664,758  
Net Cash Flow:                  $14,070,548    $14,366,235    $14,394,805    $14,089,693    $15,204,198    $15,164,771  
PROPERTY VALUE:                $166,700,000                                                                             
                                                                                                                        

                                                                                                                        
Net Sales Price:               $169,863,757   $171,841,975   $174,101,004   $179,832,626   $182,448,358   $186,356,342  
Net Cash Flow:                  $14,070,548    $14,366,235    $14,394,805    $14,089,693    $15,204,198    $15,164,771  
                                                                                                                        
 - NOI Return:                        8.65%          8.75%          8.85%          8.97%          9.26%          9.40%  
 - Cash-On-Cash Return:               8.44%          8.62%          8.64%          8.45%          9.12%          9.10%  

DISCOUNTED INCOME STREAM                                                                                                
                                                                                                                        
Discounted Sales Price:        $153,030,412   $139,470,802   $127,301,154   $118,461,321   $108,274,220    $99,633,711  
Discounted Cash Flow:           $12,676,169    $11,659,959    $10,525,357     $9,281,317     $9,022,951     $8,107,706  
                                                                                                                        
Net Present Value:             $165,706,581   $163,806,930   $162,162,639   $162,604,124   $161,439,974   $160,907,170  
                                                                                                                        
========================================================================================================================
<CAPTION>
==============================================================================================================================
                                                                                                         ---------------------
SENSITIVITY ANALYSIS  (PHASE I & II ANALYSIS)
WESTSIDE PAVILION                      7              8              9             10            11       CAGR        CAGR
Cushman & Wakefield, Inc.           2005           2006           2007           2008          2009      1999-08     2001-08
                                    ----           ----           ----           ----          ----      -------     -------
==============================================================================================================================
<S>                             <C>            <C>            <C>            <C>           <C>             <C>         <C> 
Effective Gross Income:         $27,635,547    $28,389,551    $29,821,381    $31,095,233   $32,612,195     3.0%        3.2%
Operating Expenses:             $11,635,255    $12,053,229    $12,498,064    $12,962,412   $13,431,925     3.5%        3.6%
Net Operating Income:           $16,000,292    $16,336,322    $17,323,317    $18,132,821   $19,180,270     2.6%        3.0%
Net Cash Flow:                  $15,435,953    $15,450,142    $16,766,091    $17,307,158                   2.3%        2.7%
PROPERTY VALUE:                                                             $223,393,733                   3.3%
                                                                                                         ---------------------

                                                                                                         ---------------------
Net Sales Price:               $190,270,103   $201,765,692   $211,194,033   $223,393,733                 AVERAGE RETURNS
Net Cash Flow:                  $15,435,953    $15,450,142    $16,766,091    $17,307,158                 OVER HOLDING PERIOD
                                                                                                         ---------------------
 - NOI Return:                        9.60%          9.80%         10.39%         10.88%                 NOI              9.5%
 - Cash-On-Cash Return:               9.26%          9.27%         10.06%         10.38%                 Cash             9.1%

DISCOUNTED INCOME STREAM                                                                                 YIELD COMPOSITION
                                                                                                         -----------------
Discounted Sales Price:         $91,645,196    $87,551,480    $82,560,979    $78,675,805                 Reversion       47.2%
Discounted Cash Flow:            $7,434,857     $6,704,226     $6,554,280     $6,095,312                 Cash Flow       52.8%
                                                                                                         ---------       -----
Net Present Value:             $160,353,512   $162,964,022   $164,527,802   $166,737,941                 Total Value    100.0%
                                                                                                         ---------------------
==============================================================================================================================
</TABLE>

<TABLE>
<CAPTION>
==============================================================================   
ASSUMPTIONS & CONCLUSIONS                                                        
- ------------------------------------------------------------------------------   
VALUE RANGE:                       LOW             HIGH         CONCLUSION       
DISCOUNT RATE:                   11.25%           10.50%          11.00%         
TERMINAL CAP RATE:                8.75%           8.00%           8.50%          
==============================================================================   
<S>                           <C>             <C>             <C>                
VALUE RANGE/CONCLUSION:       $161,842,716    $177,458,586    $166,700,000       
- ------------------------------------------------------------------------------   
   - Going-In Cap Rate:              8.91%           8.12%           8.65%       
- ------------------------------------------------------------------------------   
   - Price/sf Owned GLA:           $301.99         $331.13         $311.06       
- ------------------------------------------------------------------------------   
   - Price/sf Mall Shop GLA:       $456.73         $500.80         $470.44       
==============================================================================   
</TABLE>                                                   

<TABLE>
<CAPTION>
========================================================================================
SALE-YIELD MATRIX                                                                       
- ----------------------------------------------------------------------------------------
 NET REVERSION       TERMINAL                      DISCOUNT RATE (IRR)                  
 COST OF SALE:    CAPITALIZATION  ------------------------------------------------------
     1.00%             RATE          10.50%        10.75%        11.00%        11.25%   
========================================================================================
<S>                   <C>         <C>           <C>           <C>           <C>         
    $237,355,841      8.00%       $177,458,586  $174,524,686  $171,655,178  $168,848,439
- ----------------------------------------------------------------------------------------
    $230,163,240      8.25%       $174,808,480  $171,933,798  $169,122,056  $166,371,668
- ----------------------------------------------------------------------------------------
    $223,393,733      8.50%       $172,314,263  $169,495,315  $166,737,941  $164,040,590
- ----------------------------------------------------------------------------------------
    $217,011,055      8.75%       $169,962,573  $167,196,174  $164,490,060  $161,842,716
========================================================================================
</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 SHOWING                    [BAR GRAPH SHOWING     
         NOI VS. CASH FLOW]               NPV VS. SALES PRICE BY YEAR]

<PAGE>

<TABLE>
<CAPTION>
============================================================================================================
DISCOUNTED CASH FLOW ANALYSIS (PHASE I & II)
WESTSIDE PAVILION
Cushman & Wakefield, Inc.
- ------------------------------------------------------------------------------------------------------------
 YEAR                   NET CASH      DISCOUNT FACTOR     PRESENT VALUE     COMPOSITION      ANNUAL CASH
 NO.        YEAR          FLOW            11.00%          OF CASH FLOWS       OF YIELD      ON CASH RETURN
============================================================================================================
<S>         <C>       <C>                <C>               <C>                  <C>              <C>  
  1         1999      $14,070,548   x    0.9009009    =    $12,676,169          7.60%            8.44%
  2         2000      $14,366,235   x    0.8116224    =    $11,659,959          6.99%            8.62%
  3         2001      $14,394,805   x    0.7311914    =    $10,525,357          6.31%            8.64%
  4         2002      $14,089,693   x    0.6587310    =     $9,281,317          5.57%            8.45%
  5         2003      $15,204,198   x    0.5934513    =     $9,022,951          5.41%            9.12%
  6         2004      $15,164,771   x    0.5346408    =     $8,107,706          4.86%            9.10%
  7         2005      $15,435,953   x    0.4816584    =     $7,434,857          4.46%            9.26%
  8         2006      $15,450,142   x    0.4339265    =     $6,704,226          4.02%            9.27%
  9         2007      $16,766,091   x    0.3909248    =     $6,554,280          3.93%           10.06%
  10        2008      $17,307,158   x    0.3521845    =     $6,095,312          3.66%           10.38%
                                                     
- ------------------------------------------------------------------------------------------------------------
TOTAL PRESENT VALUE OF CASH FLOWS:                         $88,062,135         52.81%            9.13%
                                                                               Total            Average
- ------------------------------------------------------------------------------------------------------------

Reversion Year  NOI/Income   /   Terminal OAR  =            Reversion
- --------------  ----------       ------------               ---------
  11    2009    $19,180,270  /          8.50%  =          $225,650,235
                Less: Cost of Sale      1.00%              ($2,256,502)
                Less: TIs & Commissions                             $0
                -----------------------                   ------------
                Net Reversion                             $223,393,733
                x Discount Factor                            0.3521845
                -----------------                         ------------
                TOTAL PRESENT VALUE OF REVERSION           $78,675,805         47.19%

TOTAL PRESENT VALUE OF CASH FLOWS & REVERSION:            $166,737,941        100.00%

                ------------------------------------------------------
                ROUNDED VALUE VIA
                DISCOUNTED CASH FLOW:                     $166,700,000
                ------------------------------------------------------

                ======================================================
                OWNED NET RENTABLE AREA:                       535,912
                VALUE PER SQUARE FOOT (OWNED GLA):             $311.06

                OWNED MALL SHOP AREA:                          354,349
                VALUE PER SQUARE FOOT (SHOP GLA):              $470.44

                YEAR ONE NOI (12 MONTHS):                  $14,413,473
                IMPLICIT GOING-IN CAPITALIZATION RATE:           8.65%

                COMPOUND ANNUAL GROWTH RATE
                CONCLUDED VALUE TO NET REVERSION VALUE:          3.31%

                COMPOUND ANNUAL GROWTH RATE
                NET CASH FLOW:                                   2.33%
                ======================================================
============================================================================================================
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================
ANNUAL CASH FLOW REPORT (PHASE I & II ANALYSIS)                                                                                     
WESTSIDE PAVILION                                                                                                                   
Cushman & Wakefield, Inc.                        1999           2000           2001           2002           2003           2004    
                                                 ----           ----           ----           ----           ----           ----    
====================================================================================================================================
<S>                                          <C>            <C>            <C>            <C>            <C>            <C>         
- -------------------------------------
OPERATING INCOME
- -------------------------------------

     MINIMUM RENT
     All Tenants                             $13,420,686    $13,595,952    $13,704,895    $13,758,941    $14,132,353    $14,298,150 
                                             -----------    -----------    -----------    -----------    -----------    ----------- 
     SUBTOTAL:                               $13,420,686    $13,595,952    $13,704,895    $13,758,941    $14,132,353    $14,298,150 

     RECOVERIES
     CAM Recoveries                           $4,516,316     $4,674,140     $4,865,827     $5,101,264     $5,338,982     $5,549,041 
     Tax Recoveries                           $1,776,696     $1,796,049     $1,823,066     $1,855,186     $1,895,915     $1,919,163 
     Insurance Recoveries                       $573,196       $591,614       $614,930       $645,115       $676,949       $704,650 
     Electricity Recoveries                   $1,146,592     $1,179,872     $1,226,058     $1,278,258     $1,332,481     $1,373,837 
     HVAC Recoveries                            $693,816       $713,953       $741,899       $773,486       $806,298       $831,318 
     Water Recoveries                            $25,698        $26,447        $27,475        $28,645        $29,861        $30,790 
     Food Court Recoveries                      $169,572       $195,859       $205,178       $217,713       $220,942       $235,476 
                                             -----------    -----------    -----------    -----------    -----------    ----------- 
     SUBTOTAL:                                $8,901,886     $9,177,934     $9,504,433     $9,899,667    $10,301,428    $10,644,275 

     Overage Rent                                $99,952       $109,783       $142,608       $205,441       $255,392       $309,554 

     GROSS RENTAL INCOME:                    $22,422,524    $22,883,669    $23,351,936    $23,864,049    $24,689,173    $25,251,979 
     -------------------                     -----------    -----------    -----------    -----------    -----------    ----------- 
     Nordstrom Storage Rent                     $472,500       $472,500       $472,500       $472,500       $472,500       $472,500 
     Other Income                                $12,240        $12,730        $13,239        $13,768        $14,319        $14,892 
     Storage Rent                                $58,752        $61,102        $63,546        $66,088        $68,732        $71,481 
     Specialty Income                           $714,000       $742,560       $772,262       $803,153       $835,279       $868,690 
     Capital Income                             $127,500       $132,600       $137,904       $143,420       $149,157       $155,123 
     May Company Parking                        $305,248       $305,248       $305,248       $305,248       $305,248       $305,248 
     Vacancy/Credit Loss                       ($204,432)     ($208,928)     ($212,852)     ($218,735)     ($225,752)     ($231,240)
     -------------------                     -----------    -----------    -----------    -----------    -----------    ----------- 
     TOTAL INCOME:                           $23,908,332    $24,401,481    $24,903,783    $25,449,491    $26,308,656    $26,908,673 

- -------------------------------------
OPERATING EXPENSES
- -------------------------------------
     RECOVERABLE EXPENSES
     Real Estate Taxes                        $1,919,000     $1,957,380     $1,996,528     $2,036,458     $2,077,187     $2,118,731 
     Water/Sewer                                 $25,500        $26,520        $27,581        $28,684        $29,831        $31,025 
     HVAC                                       $382,500       $397,800       $413,712       $430,261       $447,471       $465,370 
     Electricity                                $989,400     $1,028,976     $1,070,135     $1,112,941     $1,157,458     $1,203,757 
     Insurance                                  $561,000       $583,440       $606,778       $631,049       $656,291       $682,542 
     CAM Expenses                             $4,488,000     $4,667,520     $4,854,221     $5,048,390     $5,250,325     $5,460,338 
     Food Court                                 $168,300       $175,032       $182,033       $189,315       $196,887       $204,763 
                                             -----------    -----------    -----------    -----------    -----------    ----------- 
     Subtotal-Recoverable:                    $8,533,700     $8,836,668     $9,150,988     $9,477,098     $9,815,450    $10,166,526 

     NON-RECOVERABLE
     Landlord Expenses                          $280,500       $291,720       $303,389       $315,524       $328,145       $341,271 
     Management Fees                            $680,659       $688,831       $695,297       $708,803       $724,886       $736,118 
                                             -----------    -----------    -----------    -----------    -----------    ----------- 
     Subtotal-Nonrecoverable:                   $961,159       $980,551       $998,686     $1,024,327     $1,053,031     $1,077,389 

     TOTAL OPERATING EXPENSES:                $9,494,859     $9,817,219    $10,149,674    $10,501,425    $10,868,481    $11,243,915 
     Operating Expense Ratio                       39.7%          40.2%          40.8%          41.3%          41.3%          41.8% 

NET OPERATING INCOME                         $14,413,473    $14,584,262    $14,754,109    $14,948,066    $15,440,175    $15,664,758 

     Alterations                                $121,835        $87,340       $199,400       $603,864        $90,439       $301,981 
     Commissions                                 $23,908        $19,218        $43,976       $133,944        $20,150        $67,603 
     ADA Capital                                 $90,000             $0             $0             $0             $0             $0 
     Replacement Reserve                        $107,182       $111,469       $115,928       $120,565       $125,388       $130,403 
     -------------------                     -----------    -----------    -----------    -----------    -----------    ----------- 
     Subtotal:                                  $342,925       $218,027       $359,304       $858,373       $235,977       $499,987 

NET CASH FLOW                                $14,070,548    $14,366,235    $14,394,805    $14,089,693    $15,204,198    $15,164,771 
                                                                                                                                    
====================================================================================================================================
<CAPTION>
====================================================================================================================================
ANNUAL CASH FLOW REPORT (PHASE I & II ANALYSIS)                                                                    -----------------
WESTSIDE PAVILION                                                                                                   CAGR      CAGR
Cushman & Wakefield, Inc.                   2005           2006           2007           2008           2009       1999-08   2001-08
                                            ----           ----           ----           ----           ----       -------   -------
====================================================================================================================================
<S>                                     <C>            <C>            <C>            <C>            <C>              <C>       <C> 
- -------------------------------------
OPERATING INCOME
- -------------------------------------

     MINIMUM RENT
     All Tenants                        $14,475,569    $14,703,902    $15,334,142    $16,065,111    $16,910,572      2.0%      2.3%
                                        -----------    -----------    -----------    -----------    -----------      ---       --- 
     SUBTOTAL:                          $14,475,569    $14,703,902    $15,334,142    $16,065,111    $16,910,572      2.0%      2.3%

     RECOVERIES
     CAM Recoveries                      $5,835,236     $6,111,449     $6,522,661     $6,799,618     $7,154,195      4.7%      4.9%
     Tax Recoveries                      $1,948,880     $1,949,383     $2,002,477     $2,027,566     $2,087,196      1.5%      1.5%
     Insurance Recoveries                  $743,773       $784,800       $847,385       $899,785       $958,267      5.1%      5.6%
     Electricity Recoveries              $1,434,300     $1,484,085     $1,568,307     $1,616,196     $1,690,325      3.9%      4.0%
     HVAC Recoveries                       $867,910       $898,034       $948,996       $977,977     $1,022,832      3.9%      4.0%
     Water Recoveries                       $32,141        $33,254        $35,151        $36,223        $37,884      3.9%      4.0%
     Food Court Recoveries                 $241,940       $250,519       $259,981       $275,477       $273,280      5.5%      4.3%
                                        -----------    -----------    -----------    -----------    -----------      ---       --- 
     SUBTOTAL:                          $11,104,180    $11,511,524    $12,184,958    $12,632,842    $13,223,979      4.0%      4.1%

     Overage Rent                          $361,446       $439,883       $533,596       $590,840       $633,879     21.8%     22.5%

     GROSS RENTAL INCOME:               $25,941,195    $26,655,309    $28,052,696    $29,288,793    $30,768,430      3.0%      3.3%
     -------------------                -----------    -----------    -----------    -----------    -----------      ---       --- 
     Nordstrom Storage Rent                $472,500       $472,500       $472,500       $472,500       $472,500      0.0%      0.0%
     Other Income                           $15,488        $16,107        $16,751        $17,421        $18,118      4.0%      4.0%
     Storage Rent                           $74,340        $77,314        $80,406        $83,622        $86,967      4.0%      4.0%
     Specialty Income                      $903,438       $939,575       $977,158     $1,016,245     $1,056,895      4.0%      4.0%
     Capital Income                        $161,328       $167,781       $174,493       $181,472       $188,731      4.0%      4.0%
     May Company Parking                   $305,248       $305,248       $305,248       $305,248       $305,248      0.0%      0.0%
     Vacancy/Credit Loss                  ($237,990)     ($244,283)     ($257,871)     ($270,068)     ($284,694)     3.1%      3.5%
     -------------------                -----------    -----------    -----------    -----------    -----------      ---       --- 
     TOTAL INCOME:                      $27,635,547    $28,389,551    $29,821,381    $31,095,233    $32,612,195      3.0%      3.2%

- -------------------------------------
OPERATING EXPENSES
- -------------------------------------
     RECOVERABLE EXPENSES
     Real Estate Taxes                   $2,161,106     $2,204,328     $2,248,414     $2,293,383     $2,339,250      2.0%      2.0%
     Water/Sewer                            $32,266        $33,556        $34,899        $36,294        $37,746      4.0%      4.0%
     HVAC                                  $483,985       $503,344       $523,478       $544,417       $566,194      4.0%      4.0%
     Electricity                         $1,251,907     $1,301,983     $1,354,062     $1,408,225     $1,464,554      4.0%      4.0%
     Insurance                             $709,844       $738,238       $767,767       $798,478       $830,417      4.0%      4.0%
     CAM Expenses                        $5,678,752     $5,905,902     $6,142,138     $6,387,823     $6,643,336      4.0%      4.0%
     Food Court                            $212,953       $221,471       $230,330       $239,543       $249,125      4.0%      4.0%
                                        -----------    -----------    -----------    -----------    -----------      ---       --- 
     Subtotal-Recoverable:              $10,530,813    $10,908,822    $11,301,088    $11,708,163    $12,130,622      3.6%      3.6%

     NON-RECOVERABLE
     Landlord Expenses                     $354,922       $369,119       $383,884       $399,239       $415,209      4.0%      4.0%
     Management Fees                       $749,520       $775,288       $813,092       $855,010       $886,094      2.6%      3.0%
                                        -----------    -----------    -----------    -----------    -----------      ---       --- 
     Subtotal-Nonrecoverable:            $1,104,442     $1,144,407     $1,196,976     $1,254,249     $1,301,303      3.0%      3.3%

     TOTAL OPERATING EXPENSES:          $11,635,255    $12,053,229    $12,498,064    $12,962,412    $13,431,925      3.5%      3.6%
     Operating Expense Ratio                  42.1%          42.5%          41.9%          41.7%          41.2%

NET OPERATING INCOME                    $16,000,292    $16,336,322    $17,323,317    $18,132,821    $19,180,270      2.6%      3.0%

     Alterations                           $349,941       $607,693       $334,509       $548,107
     Commissions                            $78,779       $137,443        $76,031       $125,003
     ADA Capital                                 $0             $0             $0             $0
     Replacement Reserve                   $135,619       $141,044       $146,686       $152,553
     -------------------                -----------    -----------    -----------    -----------
     Subtotal:                             $564,339       $886,180       $557,226       $825,663

NET CASH FLOW                           $15,435,953    $15,450,142    $16,766,091    $17,307,158                     2.3%      2.7%
                                                                                                                   -----------------
====================================================================================================================================
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
============================================================================================================================
INCOME & EXPENSE GROWTH CHART (PHASE I & II)                                                                                
WESTSIDE PAVILION                                                                                                           
Cushman & Wakefield, Inc.       1999          2000          2001          2002          2003          2004          2005    
                                ----          ----          ----          ----          ----          ----          ----    
============================================================================================================================
<S>                         <C>           <C>           <C>           <C>           <C>           <C>           <C>         
Minimum Rent:               $13,420,686   $13,595,952   $13,704,895   $13,758,941   $14,132,353   $14,298,150   $14,475,569 
Effective Gross Income:     $23,908,332   $24,401,481   $24,903,783   $25,449,491   $26,308,656   $26,908,673   $27,635,547 
Operating Expenses:          $9,494,859    $9,817,219   $10,149,674   $10,501,425   $10,868,481   $11,243,915   $11,635,255 
Net Operating Income:       $14,413,473   $14,584,262   $14,754,109   $14,948,066   $15,440,175   $15,664,758   $16,000,292 

============================================================================================================================
<CAPTION>
=====================================================================================================
INCOME & EXPENSE GROWTH CHART (PHASE I & II)                                        -----------------
WESTSIDE PAVILION                                                                    CAGR      CAGR
Cushman & Wakefield, Inc.       2006          2007          2008          2009      1999-08   2001-08
                                ----          ----          ----          ----      -------   -------
=====================================================================================================
<S>                         <C>           <C>           <C>           <C>             <C>       <C> 
Minimum Rent:               $14,703,902   $15,334,142   $16,065,111   $16,910,572     2.0%      2.3%
Effective Gross Income:     $28,389,551   $29,821,381   $31,095,233   $32,612,195     3.0%      3.2%
Operating Expenses:         $12,053,229   $12,498,064   $12,962,412   $13,431,925     3.5%      3.6%
Net Operating Income:       $16,336,322   $17,323,317   $18,132,821   $19,180,270     2.6%      3.0%
                                                                                    -----------------
=====================================================================================================
</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 SHOWING INCOME AND EXPENSE GROWTH]

<PAGE>

                                                                INCOME APPROACH
- -------------------------------------------------------------------------------
PHASE I ANALYSIS

DISCOUNTED CASH FLOW ANALYSIS - PHASE I

      We have been asked to provide a separate value estimate for Phase I
alone. To accomplish this, we have performed a discounted cash flow analysis
utilizing many of the cash flow assumptions addressed previously. Management
also provided a break-out of the 1998 budget, separated between Phase I and
Phase II. This is illustrated in the chart on the accompanying page.
Miscellaneous income and expense estimates applied in the Phase I analysis that
differ from the previous analysis for Phase I and II combined are based on the
1998 budget and summarized below.

     o    Specialty Leasing Income - the specialty leasing income attributed to
          Phase I is $585,000 (rounded).

     o    Storage Rent - the storage rent attributed to Phase I is $55,000
          (rounded).

     o    Other Income - the other income attributed to Phase I is $9,600
          (rounded).

     o    CAM Expenses - the CAM expenses attributed to Phase I are $3,550,000
          (rounded).

     o    Real Estate Taxes - the real estate taxes attributed to Phase I are
          $1,300,000 (rounded).

     o    Insurance - the insurance expense attributed to Phase I is $485,000
          (rounded).

     o    Water & Sewer - the water & sewer expense attributed to Phase I is
          $19,000 (rounded).

     o    Landlord Expenses - the non-reimbursable costs to the landlord are
          $240,000 (rounded).

      The tenants for Phase II were deleted from the cash flow, and the area
measures were adjusted accordingly. As such, we include only the income
associated with Phase I, the expenses associated with Phase I are spread over
just Phase I GLA for reimbursements.

      The value matrix on the accompanying page illustrates our conclusion of
value for Phase I. As shown, our conclusion of the market value by the
discounted cash flow analysis for Phase I is $159,400,000, rounded. This equals
an imputed going-in capitalization rate of 8.42 percent. The average
cash-on-cash rate is equal to 8.8 percent. The reversion accounts for 47.7
percent of the present value, with the remainder attributed to the interim cash
flows.
- -------------------------------------------------------------------------------

                                      101
<PAGE>

<TABLE>
<CAPTION>
=========================================================================================================================
1998 BUDGET - WESTSIDE PAVILION - PHASE I SEPARATE* 
Cushman & Wakefield, Inc.
- -------------------------------------------------------------------------------------------------------------------------
                                                     COMBINED        Per Sq/Ft              WSP-1          Per Sq/Ft     
                                                      BUDGET          of GLA               BUDGET            of GLA      
                                                       1998            1998                 1998              1998       
=========================================================================================================================

- ------------------------------------------        --------------------------------    -----------------------------------
OPERATING INCOME                                           GLA =       535,912                   GLA =        443,934    
- ------------------------------------------        --------------------------------    -----------------------------------
<S>                                                 <C>                   <C>             <C>                    <C>     
    MINIMUM RENT
    Base Rent:                                      $ 13,275,385          $ 24.77         $ 11,998,458            $27.03 
    Percentage Rent:                                $     56,607          $  0.11         $     56,607            $ 0.13 
    Specialty Leasing:                              $    702,739          $  1.31         $    583,297            $ 1.31 
    Storage Rent                                    $     57,600          $  0.11         $     55,200            $ 0.12 
    Nordstrom Storage                               $    472,500          $  0.88         $    472,500            $ 1.06 
    Robinson's May Parking                          $          -          $     -         $          -            $    -    
    Bad Debt (or Vacancy Loss)                      $          -          $     -         $          -            $    -    
                                                  --------------------------------    -----------------------------------
    SUBTOTAL:                                       $ 14,564,831          $ 27.18         $ 13,166,062            $29.66 

    RECOVERY INCOME
    CAM Income:                                     $  4,658,589          $  8.69         $   4,374,527           $ 9.85 
    Food Court Income:                              $    182,084          $  0.34         $    182,084            $ 0.41 
    Property Tax Income:                            $  1,683,393          $  3.14         $   1,648,343           $ 3.71 
    Insurance Income:                               $    441,075          $  0.82         $    431,056            $ 0.97 
    HVAC Income:                                    $    701,404          $  1.31         $    697,251            $ 1.57 
    Electricity Income                              $  1,084,260          $  2.02         $  1,084,260            $ 2.44 
    Water/Sewer Income:                             $     27,262          $  0.05         $     20,798            $ 0.05 
                                                  --------------------------------    -----------------------------------
    SUBTOTAL:                                       $  8,778,067          $ 16.38         $  8,438,319            $19.01 

    OTHER INCOME
    Capital Revenue                                 $    126,000          $  0.24         $    126,000            $ 0.28 
    Marketing                                       $          -          $     -         $          -            $    -    
    Other Income                                    $     12,000          $  0.02         $      9,600            $ 0.02 
                                                  --------------------------------    -----------------------------------
    SUBTOTAL:                                       $    138,000          $  0.26         $    135,600            $ 0.31 

    TOTAL INCOME:                                   $ 23,480,898          $ 43.81         $ 21,739,981            $48.97 

- ------------------------------------------
OPERATING EXPENSES
- ------------------------------------------

    CAM
       Payroll/Benefits                             $    674,427          $  1.26         $    620,653            $ 1.40 
       Contract Maintenance                         $     15,118          $  0.03         $     15,118            $ 0.03 
       Contract Security Services                   $    789,480          $  1.47         $    666,283            $ 1.50 
       Contract Cleaning Services                   $    494,436          $  0.92         $    410,382            $ 0.92 
       Contract Landscaping                         $     36,375          $  0.07         $     21,825            $ 0.05 
       Contract Elevator                            $    162,000          $  0.30         $    113,400            $ 0.26 
       Pest Control/Trash Removal                   $    184,260          $  0.34         $    154,517            $ 0.35 
       Repairs & Maintenance                        $    745,318          $  1.39         $    619,792            $ 1.40 
       Materials & Supplies                         $    109,400          $  0.20         $     90,994            $ 0.20 
       Equipment Rental/Radios/Tele.                $    103,140          $  0.19         $     84,214            $ 0.19 
       Utilities                                    $    822,821          $  1.54         $    480,937            $ 1.08 
       Misc. Office Expense                         $     57,257          $  0.11         $     49,414            $ 0.11 
       Roof/Skylight Repairs                        $     22,000          $  0.04         $     22,000            $ 0.05 
       Taxes, Licenses, Fees & Insur.               $    178,470          $  0.33         $    167,108            $ 0.38 
       Professional & Legal                         $     38,900          $  0.07         $     34,735            $ 0.08 
       Depreciation - General                       $          -          $     -         $          -            $ -    
                                                  --------------------------------    -----------------------------------
    Sub-total CAM                                   $  4,433,402          $  8.27         $  3,551,372            $ 8.00 

    CAM - FOOD COURT
       Contract Services                            $     94,406          $  0.18         $     94,406            $ 0.21 
       Maintenance & Supplies                       $     13,250          $  0.02         $     13,250            $ 0.03 
       Utilities                                    $     57,875          $  0.11         $     57,875            $ 0.13 
                                                  --------------------------------    -----------------------------------
    Sub-total Food Court                            $    165,531          $  0.31         $    165,531            $ 0.37 

    MARKETING
       Marketing & Promotional                      $    616,103          $  1.15         $    616,103            $ 1.39 
       Promotional Charges                          $   (414,204)         $ (0.77)        $   (414,204)           $(0.93)
       Lease Required Advertising                   $     (4,031)         $ (0.01)        $     (4,031)           $(0.01)
       Media Fund                                   $    (96,388)         $ (0.18)        $    (96,388)           $(0.22)
       Landlord Contribution Required               $   (101,480)         $ (0.19)        $   (101,480)           $(0.23)
                                                  --------------------------------    -----------------------------------
    Sub-total Marketing                             $          -          $     -         $          -            $    -    
                                                                            
    REAL ESTATE TAXES                               $  1,931,805          $  3.60         $  1,311,811            $ 2.95 
    -----------------                                                       
                                                                            
    OTHER RECOVERABLE EXPENSES                                              
       Insurance                                    $    559,666          $  1.04         $    485,436            $ 1.09 
       Electricity                                  $    968,090          $  1.81         $    968,090            $ 2.18 
       Water/Sewer                                  $     24,784          $  0.05         $     18,908            $ 0.04 
       HVAC                                         $    376,534          $  0.70         $    376,534            $ 0.85 
       Other                                        $          -          $     -         $          -            $    -    
                                                  --------------------------------    -----------------------------------
    Sub-total Other Recoverable                     $  1,929,074          $  3.60         $  1,848,968            $ 4.16 

    TOTAL RECOVERABLE EXPENSES                      $  8,459,812          $ 15.79         $  6,877,682            $15.49 
    --------------------------                                                                                           

    MANAGEMENT FEE                                  $    360,000          $  0.67         $          -            $    -    
    --------------

    LANDLORD EXPENSES
       Landlord Maintenance                         $      4,200          $  0.01         $      3,486            $ 0.01 
       Postage, bank charges, misc.                 $      2,040          $  0.00         $      1,650            $ 0.00 
       Insurance (legal)                            $          -          $     -         $          -            $    -    
       Professional Fees - Legal/Audit              $    106,048          $  0.20         $     85,506            $ 0.19 
       Professional Fees  - Other                   $          -          $     -         $          -            $    -    
       Landlord Contribution - Marketing            $    106,366          $  0.20         $    101,480            $ 0.23 
       Bad Debt                                     $          -                          $          -            $    -    
       Specialty Leasing                            $     53,650                          $     48,742            $ 0.11 
       Other                                        $          -          $     -         $          -            $    -    
                                                  --------------------------------    -----------------------------------
    Total Landlord Expenses:                        $    272,304          $  0.51         $    240,864            $ 0.54 

    TOTAL - NONRECOVERABLE:                         $    272,304          $  0.51         $    240,864            $ 0.54 

    TOTAL OPERATING EXPENSES                        $  9,092,116          $ 16.97         $  7,118,546            $16.04 
    Operating Expense Ratio                                   --            38.7%                   --             32.7% 

- ------------------------------------------
NET OPERATING INCOME                                $ 14,388,782          $ 26.85         $ 14,621,435            $32.94 
- ------------------------------------------

=========================================================================================================================
<CAPTION>
==============================================================================================================================
1998 BUDGET - WESTSIDE PAVILION - PHASE I SEPARATE*
Cushman & Wakefield, Inc.
- ------------------------------------------------------------------------------------------------------------------------------
                                                         C&W           Per Sq/Ft                 WSP-2          Per Sq/Ft
                                                       PHASE I           of GLA                 BUDGET            of GLA
                                                       FY 1999          FY 1999                  1998              1998
==============================================================================================================================

- ------------------------------------------        -----------------------------------      -----------------------------------
OPERATING INCOME                                             GLA =        443,934                     GLA =         91,978
- ------------------------------------------        -----------------------------------      -----------------------------------
<S>                                                   <C>                    <C>                <C>                   <C>    
    MINIMUM RENT
    Base Rent:                                         $12,226,029           $ 27.54            $ 1,276,927            $13.88
    Percentage Rent:                                   $    91,933           $  0.21            $         -            $    -
    Specialty Leasing:                                 $   596,700           $  1.34            $   119,442            $ 1.30
    Storage Rent                                       $    56,100           $  0.13            $     2,400            $ 0.03
    Nordstrom Storage                                  $   472,500           $  1.06            $         -            $    -
    Robinson's May Parking                             $   305,248           $     -            $         -            $    -
    Bad Debt (or Vacancy Loss)                         $  (575,263)          $ (1.30)           $         -            $    -
                                                  -----------------------------------      -----------------------------------
    SUBTOTAL:                                          $13,173,247           $ 29.67            $ 1,398,769            $15.21

    RECOVERY INCOME
    CAM Income:                                        $ 3,813,774           $  8.59            $   284,062            $ 3.09
    Food Court Income:                                 $   169,572           $  0.38            $         -            $    -
    Property Tax Income:                               $ 1,388,116           $  3.13            $    35,050            $ 0.38
    Insurance Income:                                  $   541,248           $  1.22            $    10,019            $ 0.11
    HVAC Income:                                       $   693,816           $  1.56            $     4,153            $ 0.05
    Electricity Income                                 $ 1,146,592           $  2.58            $         -            $    -
    Water/Sewer Income:                                $    19,525           $  0.04            $     6,464            $ 0.07
                                                  -----------------------------------      -----------------------------------
    SUBTOTAL:                                          $ 7,772,643           $ 17.51            $   339,748            $ 3.69

    OTHER INCOME
    Capital Revenue                                    $   127,500           $  0.29            $         -            $    -
    Marketing                                          $         -           $     -            $        -             $    -
    Other Income                                       $     9,792           $  0.02            $     2,400            $ 0.03
                                                  -----------------------------------      -----------------------------------
    SUBTOTAL:                                          $   137,292           $  0.31            $     2,400            $ 0.03

    TOTAL INCOME:                                      $21,083,182           $ 47.49            $ 1,740,917            $18.93

- ------------------------------------------
OPERATING EXPENSES
- ------------------------------------------

    CAM
       Payroll/Benefits                                $         -           $     -            $   53,772             $ 0.58
       Contract Maintenance                            $         -           $     -            $        -             $    -
       Contract Security Services                      $         -           $     -            $  345,760             $ 3.76
       Contract Cleaning Services                      $         -           $     -            $   84,054             $ 0.91
       Contract Landscaping                            $         -           $     -            $   14,550             $ 0.16
       Contract Elevator                               $         -           $     -            $   48,600             $ 0.53
       Pest Control/Trash Removal                      $         -           $     -            $   29,743             $ 0.32
       Repairs & Maintenance                           $         -           $     -            $  125,525             $ 1.36
       Materials & Supplies                            $         -           $     -            $   18,406             $ 0.20
       Equipment Rental/Radios/Tele.                   $         -           $     -            $   18,926             $ 0.21
       Utilities                                       $         -           $     -            $  341,884             $ 3.72
       Misc. Office Expense                            $         -           $     -            $    7,843             $ 0.09
       Roof/Skylight Repairs                           $         -           $     -            $        -             $    -
       Taxes, Licenses, Fees & Insur.                  $         -           $     -            $   11,362             $ 0.12
       Professional & Legal                            $         -           $     -            $    4,165             $ 0.05
       Depreciation - General                          $         -           $     -            $        -             $    -
                                                  -----------------------------------      -----------------------------------
    Sub-total CAM                                      $ 3,621,000           $  8.16            $ 1,104,590            $12.01

    CAM - FOOD COURT
       Contract Services                               $         -           $     -            $         -            $    -
       Maintenance & Supplies                          $         -           $     -            $         -            $    -
       Utilities                                       $         -           $     -            $         -            $    -
                                                  -----------------------------------      -----------------------------------
    Sub-total Food Court                               $   168,300           $  0.38            $         -            $    -

    MARKETING
       Marketing & Promotional                         $         -           $     -            $         -            $    -
       Promotional Charges                             $         -           $     -            $         -            $    -
       Lease Required Advertising                      $         -           $     -            $         -            $    -
       Media Fund                                      $         -           $     -            $         -            $    -
       Landlord Contribution Required                  $         -           $     -            $         -            $    -
                                                  -----------------------------------      -----------------------------------
    Sub-total Marketing                                $         -           $     -            $         -            $    -

    REAL ESTATE TAXES                                  $ 1,313,000           $  2.96            $   619,995            $ 6.74
    -----------------

    OTHER RECOVERABLE EXPENSES
       Insurance                                       $   494,700           $  1.11            $    74,230            $ 0.81
       Electricity                                     $   989,400           $  2.23            $         -            $    -
       Water/Sewer                                     $    19,380           $  0.04            $     5,876            $ 0.06
       HVAC                                            $   382,500           $  0.86            $         -            $    -
       Other                                           $         -           $     -            $         -            $    -
                                                  -----------------------------------      -----------------------------------
    Sub-total Other Recoverable                        $ 1,885,980           $  4.25            $    80,106            $ 0.87

    TOTAL RECOVERABLE EXPENSES                         $ 6,988,280           $ 15.74            $ 1,804,691            $19.62
    --------------------------                                                                                               

    MANAGEMENT FEE                                     $   433,826           $  0.98            $         -            $    -
    --------------

    LANDLORD EXPENSES
       Landlord Maintenance                            $         -           $     -            $      714             $ 0.01
       Postage, bank charges, misc.                    $         -           $     -            $      390             $ 0.00
       Insurance (legal)                               $         -           $     -            $        -             $    -
       Professional Fees - Legal/Audit                 $         -           $     -            $   20,544             $ 0.22
       Professional Fees  - Other                      $         -           $     -            $        -             $    -
       Landlord Contribution - Marketing               $         -           $     -            $    4,886             $ 0.05
       Bad Debt                                        $         -           $     -            $        -             $    -
       Specialty Leasing                               $         -           $     -            $    4,908             $ 0.05
       Other                                           $         -           $     -            $        -             $    -
                                                  -----------------------------------      -----------------------------------
    Total Landlord Expenses:                           $   244,800           $  0.55            $    31,442            $ 0.34

    TOTAL - NONRECOVERABLE:                            $   244,800           $  0.55            $    31,442            $ 0.34

    TOTAL OPERATING EXPENSES                           $ 7,666,906           $ 17.27            $ 1,836,133            $19.96
    Operating Expense Ratio                                     --             36.4%                     --            105.5%

- ------------------------------------------
NET OPERATING INCOME                                   $13,416,276           $ 30.22            $   (95,216)           $(1.04)
- ------------------------------------------

==============================================================================================================================
* Adding I & II will not equal the combined budget, due to extra security costs loaded onto Phase II, and the non-allocation
  of the Mgt fee.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
============================================================================================================================
SENSITIVITY ANALYSIS (PHASE I ONLY)                                                                                         
WESTSIDE PAVILION                       1              2              3               4              5               6      
Cushman & Wakefield, Inc.            1999           2000           2001            2002           2003            2004      
                                     ----           ----           ----            ----           ----            ----      
============================================================================================================================
<S>                               <C>            <C>            <C>             <C>            <C>             <C>          
Effective Gross Income:           $21,083,182    $21,487,477    $21,879,467     $22,334,232    $23,149,520     $23,668,754  
Operating Expenses:                $7,666,906     $7,934,001     $8,210,032      $8,503,170     $8,809,331      $9,122,562  
Net Operating Income:             $13,416,276    $13,553,476    $13,669,435     $13,831,062    $14,340,189     $14,546,192  
Net Cash Flow:                    $13,108,721    $13,335,449    $13,310,131     $12,972,689    $14,118,435     $14,099,405  
PROPERTY VALUE:                  $159,400,000                                                                               
                                                                                                                            
                                                                                                                            
Net Sales Price:                 $157,858,132   $159,208,714   $161,091,193    $167,021,025   $169,420,354    $173,069,890  
Net Cash Flow:                    $13,108,721    $13,335,449    $13,310,131     $12,972,689    $14,118,435     $14,099,405  
                                                                                                                            
   - NOI Return:                        8.42%          8.50%          8.58%           8.68%          9.00%           9.13%  
   - Cash-On-Cash Return:               8.22%          8.37%          8.35%           8.14%          8.86%           8.85%  

DISCOUNTED INCOME STREAM                                                                                                    
                                                                                                                            
Discounted Sales Price:          $142,858,038   $130,389,397   $119,394,676    $112,026,826   $102,838,136     $95,070,953  
Discounted Cash Flow:             $11,863,096    $10,921,520     $9,864,964      $8,701,235     $8,569,888      $7,745,102  
                                                                                                                            
Net Present Value:               $154,721,134   $153,174,013   $152,044,256    $153,377,641   $152,758,839    $152,736,758  
                                                                                                                            
<CAPTION>
================================================================================================================================
SENSITIVITY ANALYSIS (PHASE I ONLY)                                                                          -------------------
WESTSIDE PAVILION                       7               8              9              10             11       CAGR        CAGR
Cushman & Wakefield, Inc.            2005            2006           2007            2008           2009      1999-08     2001-08
                                     ----            ----           ----            ----           ----      -------     -------
================================================================================================================================
<S>                               <C>             <C>            <C>             <C>            <C>            <C>        <C> 
Effective Gross Income:           $24,307,089     $24,881,826    $26,138,512     $27,269,790    $28,669,515    2.9%       3.2%
Operating Expenses:                $9,447,553      $9,792,837    $10,160,215     $10,544,343    $10,936,474    3.6%       3.6%
Net Operating Income:             $14,859,536     $15,088,989    $15,978,297     $16,725,447    $17,733,041    2.5%       2.9%
Net Cash Flow:                    $14,295,197     $14,202,809    $15,428,408     $15,899,784                   2.2%       2.6%
PROPERTY VALUE:                                                                 $206,537,772                   2.9%
                                                                                                             -------------------
                                                                                                             -------------------
Net Sales Price:                 $175,742,342    $186,100,165   $194,802,265    $206,537,772                 AVERAGE RETURNS
Net Cash Flow:                    $14,295,197     $14,202,809    $15,428,408     $15,899,784                 OVER HOLDING PERIOD
                                                                                                             -------------------
   - NOI Return:                        9.32%           9.47%         10.02%          10.49%                 NOI            9.2%
   - Cash-On-Cash Return:               8.97%           8.91%          9.68%           9.97%                 Cash           8.8%

DISCOUNTED INCOME STREAM                                                                                     YIELD COMPOSITION
                                                                                                             -------------------
Discounted Sales Price:           $87,365,600     $83,723,723    $79,311,014     $76,098,607                 Reversion     47.7%
Discounted Cash Flow:              $7,106,474      $6,389,635     $6,281,460      $5,858,257                 Cash Flow     52.3%
                                                                                                             ---------     -----
Net Present Value:               $152,137,879    $154,885,637   $156,754,388    $159,400,238                 Total Value  100.0%
                                                                                                             -------------------
</TABLE>

<TABLE>
<CAPTION>
==================================================================================                 
ASSUMPTIONS & CONCLUSIONS                                                                          
- ----------------------------------------------------------------------------------                 
VALUE RANGE:                           LOW              HIGH          CONCLUSION                      
DISCOUNT RATE:                       10.75%            10.00%           10.50%                        
TERMINAL CAP RATE:                    8.75%            8.00%             8.50%                        
==================================================================================                 
<S>                               <C>              <C>               <C>                           
VALUE RANGE/CONCLUSION:           $154,669,146     $169,764,553      $159,400,000                  
- ----------------------------------------------------------------------------------                 
   - Going-In Cap Rate:                  8.67%            7.90%             8.42%                  
- ----------------------------------------------------------------------------------                 
   - Price/sf Owned GLA:               $348.41          $382.41           $359.06                  
- ----------------------------------------------------------------------------------                 
   - Price/sf Mall Shop GLA:           $589.51          $647.04           $607.54                  
</TABLE>

<TABLE>
<CAPTION>
=========================================================================================================      
SALE-YIELD MATRIX                                                                                              
- ---------------------------------------------------------------------------------------------------------      
  NET REVERSION       TERMINAL                               DISCOUNT RATE (IRR)
  COST OF SALE:    CAPITALIZATION       -----------------------------------------------------------------
      1.00%             RATE               10.00%           10.25%            10.50%           10.75%   
=========================================================================================================
<S>                    <C>              <C>              <C>               <C>              <C>                
     $219,446,382      8.00%            $169,764,553     $166,929,159      $164,156,401     $161,444,692       
- ---------------------------------------------------------------------------------------------------------      
     $212,796,492      8.25%            $167,200,732     $164,422,885      $161,706,257     $159,049,297       
- ---------------------------------------------------------------------------------------------------------      
     $206,537,772      8.50%            $164,787,724     $162,064,039      $159,400,238     $156,794,807       
- ---------------------------------------------------------------------------------------------------------      
     $200,636,692      8.75%            $162,512,603     $159,839,984      $157,225,992     $154,669,146       
</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 SHOWING                    [BAR GRAPH SHOWING     
         NOI VS. CASH FLOW]               NPV VS. SALES PRICE BY YEAR]

<PAGE>

<TABLE>
<CAPTION>
=========================================================================================================
DISCOUNTED CASH FLOW ANALYSIS (PHASE I ONLY)
WESTSIDE PAVILION
Cushman & Wakefield, Inc.
- ---------------------------------------------------------------------------------------------------------
 YEAR                NET CASH      DISCOUNT FACTOR       PRESENT VALUE      COMPOSITION     ANNUAL CASH
  NO.     YEAR         FLOW             10.50%           OF CASH FLOWS        OF YIELD     ON CASH RETURN
=========================================================================================================
<S>       <C>       <C>                <C>               <C>                     <C>             <C>  
   1      1999      $13,108,721   x    0.9049774    =    $11,863,096             7.44%           8.22%
   2      2000      $13,335,449   x    0.8189841    =    $10,921,520             6.85%           8.37%
   3      2001      $13,310,131   x    0.7411620    =     $9,864,964             6.19%           8.35%
   4      2002      $12,972,689   x    0.6707349    =     $8,701,235             5.46%           8.14%
   5      2003      $14,118,435   x    0.6069999    =     $8,569,888             5.38%           8.86%
   6      2004      $14,099,405   x    0.5493212    =     $7,745,102             4.86%           8.85%
   7      2005      $14,295,197   x    0.4971232    =     $7,106,474             4.46%           8.97%
   8      2006      $14,202,809   x    0.4498853    =     $6,389,635             4.01%           8.91%
   9      2007      $15,428,408   x    0.4071360    =     $6,281,460             3.94%           9.68%
  10      2008      $15,899,784   x    0.3684489    =     $5,858,257             3.68%           9.97%
               
- ---------------------------------------------------------------------------------------------------------
TOTAL PRESENT VALUE OF CASH FLOWS:                       $83,301,631            52.26%           8.83%
                                                                                Total           Average
- ---------------------------------------------------------------------------------------------------------

Reversion Year   NOI/Income    /   Terminal OAR    =     Reversion
- --------------   ----------        ------------          ---------
  11    2009     $17,733,041   /          8.50%    =    $208,624,012
                 Less: Cost of Sale       1.00%          ($2,086,240)
                 Less: TIs & Commissions                          $0
                 -----------------------                ------------
                 Net Reversion                          $206,537,772
                 x Discount Factor                         0.3684489
                 -----------------                      ------------
                 TOTAL PRESENT VALUE OF REVERSION        $76,098,607            47.74%
                                                      
TOTAL PRESENT VALUE OF CASH FLOWS & REVERSION:          $159,400,238           100.00%
                                                    
                 ---------------------------------------------------
                 ROUNDED VALUE VIA
                 DISCOUNTED CASH FLOW:                  $159,400,000
                 ---------------------------------------------------

                 ===================================================
                 OWNED NET RENTABLE AREA:                    443,934
                 VALUE PER SQUARE FOOT (OWNED GLA):          $359.06

                 OWNED MALL SHOP AREA:                       262,371
                 VALUE PER SQUARE FOOT (SHOP GLA):           $607.54

                 YEAR ONE NOI (12   MONTHS):             $13,416,276
                 IMPLICIT GOING-IN CAPITALIZATION RATE:        8.42%

                 COMPOUND ANNUAL GROWTH RATE
                 CONCLUDED VALUE TO NET REVERSION VALUE:       2.92%

                 COMPOUND ANNUAL GROWTH RATE
                 NET CASH FLOW:                                2.17%
                 ===================================================
=========================================================================================================
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
==========================================================================================================================
ANNUAL CASH FLOW REPORT (PHASE I ONLY)
WESTSIDE PAVILION                                                                                                         
Cushman & Wakefield, Inc.              1999           2000           2001           2002           2003           2004    
                                       ----           ----           ----           ----           ----           ----    
==========================================================================================================================
<S>                                <C>            <C>            <C>            <C>            <C>            <C>         
- -----------------------------
OPERATING INCOME
- -----------------------------

     MINIMUM RENT
     All Tenants                   $12,226,029    $12,362,299    $12,405,771    $12,436,353    $12,846,619    $13,018,242 
                                   -----------    -----------    -----------    -----------    -----------    ----------- 
     SUBTOTAL:                     $12,226,029    $12,362,299    $12,405,771    $12,436,353    $12,846,619    $13,018,242 

     RECOVERIES
     CAM Recoveries                 $3,813,774     $3,938,211     $4,102,283     $4,296,614     $4,489,565     $4,647,752 
     Tax Recoveries                 $1,388,116     $1,397,368     $1,420,997     $1,445,827     $1,474,053     $1,487,719 
     Insurance Recoveries             $541,248       $557,289       $579,184       $606,290       $634,041       $656,409 
     Electricity Recoveries         $1,146,592     $1,179,872     $1,226,058     $1,278,258     $1,332,481     $1,373,837 
     HVAC Recoveries                  $693,816       $713,953       $741,899       $773,486       $806,298       $831,318 
     Water Recoveries                  $19,525        $20,096        $20,884        $21,770        $22,693        $23,404 
     Food Court Recoveries            $169,572       $195,859       $205,178       $217,713       $220,942       $235,476 
                                   -----------    -----------    -----------    -----------    -----------    ----------- 
     SUBTOTAL:                      $7,772,643     $8,002,648     $8,296,483     $8,639,958     $8,980,073     $9,255,915 

     Overage Rent                      $91,933       $109,783       $142,608       $205,441       $255,392       $304,982 

     GROSS RENTAL INCOME:          $20,090,605    $20,474,730    $20,844,862    $21,281,752    $22,082,084    $22,579,139 
     --------------------          -----------    -----------    -----------    -----------    -----------    ----------- 
     Nordstrom Storage Rent           $472,500       $472,500       $472,500       $472,500       $472,500       $472,500 
     Other Income                       $9,792        $10,184        $10,591        $11,015        $11,455        $11,913 
     Storage Rent                      $56,100        $58,344        $60,678        $63,105        $65,629        $68,254 
     Specialty Income                 $596,700       $620,568       $645,391       $671,206       $698,055       $725,977 
     Capital Income                   $127,500       $132,600       $137,904       $143,420       $149,157       $155,123 
     May Company Parking              $305,248       $305,248       $305,248       $305,248       $305,248       $305,248 
     Vacancy/Credit Loss             ($575,263)     ($586,697)     ($597,707)     ($614,014)     ($634,608)     ($649,400)
     -------------------           -----------    -----------    -----------    -----------    -----------    ----------- 
     TOTAL INCOME:                 $21,083,182    $21,487,477    $21,879,467    $22,334,232    $23,149,520    $23,668,754 

- -----------------------------
OPERATING EXPENSES
- -----------------------------

     RECOVERABLE EXPENSES
     Real Estate Taxes              $1,313,000     $1,339,260     $1,366,045     $1,393,366     $1,421,233     $1,449,658 
     Water/Sewer                       $19,380        $20,155        $20,961        $21,800        $22,672        $23,579 
     HVAC                             $382,500       $397,800       $413,712       $430,261       $447,471       $465,370 
     Electricity                      $989,400     $1,028,976     $1,070,135     $1,112,941     $1,157,458     $1,203,757 
     Insurance                        $494,700       $514,488       $535,068       $556,470       $578,729       $601,878 
     CAM Expenses                   $3,621,000     $3,765,840     $3,916,474     $4,073,133     $4,236,058     $4,405,500 
     Food Court                       $168,300       $175,032       $182,033       $189,315       $196,887       $204,763 
                                   -----------    -----------    -----------    -----------    -----------    ----------- 
     Subtotal-Recoverable:          $6,988,280     $7,241,551     $7,504,428     $7,777,286     $8,060,508     $8,354,505 

     NON-RECOVERABLE
     Landlord Expenses                $244,800       $254,592       $264,776       $275,367       $286,381       $297,837 
     Management Fees                  $433,826       $437,858       $440,828       $450,517       $462,442       $470,220 
                                   -----------    -----------    -----------    -----------    -----------    ----------- 
     Subtotal-Nonrecoverable:         $678,626       $692,450       $705,604       $725,884       $748,823       $768,057 

     TOTAL OPERATING EXPENSES:      $7,666,906     $7,934,001     $8,210,032     $8,503,170     $8,809,331     $9,122,562 
     Operating Expense Ratio             36.4%          36.9%          37.5%          38.1%          38.1%          38.5% 

NET OPERATING INCOME               $13,416,276    $13,553,476    $13,669,435    $13,831,062    $14,340,189    $14,546,192 

     Alterations                       $92,812        $87,340       $199,400       $603,864        $78,809       $258,480 
     Commissions                       $17,561        $19,218        $43,976       $133,944        $17,557        $57,904 
     ADA Capital                       $90,000             $0             $0             $0             $0             $0 
     Replacement Reserve              $107,182       $111,469       $115,928       $120,565       $125,388       $130,403 
     -------------------           -----------    -----------    -----------    -----------    -----------    ----------- 
     Subtotal:                        $307,555       $218,027       $359,304       $858,373       $221,754       $446,787 

NET CASH FLOW                      $13,108,721    $13,335,449    $13,310,131    $12,972,689    $14,118,435    $14,099,405 
==========================================================================================================================
<CAPTION>
=================================================================================================================================
ANNUAL CASH FLOW REPORT (PHASE I ONLY)                                                                         ------------------
WESTSIDE PAVILION                                                                                               CAGR       CAGR
Cushman & Wakefield, Inc.              2005           2006           2007           2008           2009        1999-08    2001-08
                                       ----           ----           ----           ----           ----        -------    -------
=================================================================================================================================
<S>                                <C>            <C>            <C>            <C>            <C>               <C>        <C> 
- -----------------------------
OPERATING INCOME
- -----------------------------

     MINIMUM RENT
     All Tenants                   $13,195,661    $13,353,856    $13,962,577    $14,688,805    $15,553,544       2.1%       2.4%
                                   -----------    -----------    -----------    -----------    -----------       ---        --- 
     SUBTOTAL:                     $13,195,661    $13,353,856    $13,962,577    $14,688,805    $15,553,544       2.1%       2.4%

     RECOVERIES
     CAM Recoveries                 $4,877,160     $5,076,713     $5,396,406     $5,590,920     $5,869,375       4.3%       4.5%
     Tax Recoveries                 $1,514,375     $1,515,853     $1,558,068     $1,576,731     $1,623,727       1.4%       1.5%
     Insurance Recoveries             $690,870       $723,940       $777,420       $821,048       $872,589       4.7%       5.1%
     Electricity Recoveries         $1,434,300     $1,484,085     $1,568,307     $1,616,196     $1,690,325       3.9%       4.0%
     HVAC Recoveries                  $867,910       $898,034       $948,996       $977,977     $1,022,832       3.9%       4.0%
     Water Recoveries                  $24,437        $25,278        $26,709        $27,531        $28,790       3.9%       4.0%
     Food Court Recoveries            $241,940       $250,519       $259,981       $275,477       $273,280       5.5%       4.3%
                                   -----------    -----------    -----------    -----------    -----------       ---        --- 
     SUBTOTAL:                      $9,650,992     $9,974,422    $10,535,887    $10,885,880    $11,380,918       3.8%       4.0%

     Overage Rent                     $350,809       $420,352       $502,721       $548,035       $584,749      21.9%      21.2%

     GROSS RENTAL INCOME:          $23,197,462    $23,748,630    $25,001,185    $26,122,720    $27,519,211       3.0%       3.3%
     --------------------          -----------    -----------    -----------    -----------    -----------       ---        --- 
     Nordstrom Storage Rent           $472,500       $472,500       $472,500       $472,500       $472,500       0.0%       0.0%
     Other Income                      $12,390        $12,886        $13,401        $13,937        $14,495       4.0%       4.0%
     Storage Rent                      $70,984        $73,824        $76,777        $79,848        $83,042       4.0%       4.0%
     Specialty Income                 $755,016       $785,217       $816,625       $849,290       $883,262       4.0%       4.0%
     Capital Income                   $161,328       $167,781       $174,493       $181,472       $188,731       4.0%       4.0%
     May Company Parking              $305,248       $305,248       $305,248       $305,248       $305,248       0.0%       0.0%
     Vacancy/Credit Loss             ($667,839)     ($684,260)     ($721,717)     ($755,225)     ($796,974)      3.1%       3.4%
     -------------------           -----------    -----------    -----------    -----------    -----------       ---        --- 
     TOTAL INCOME:                 $24,307,089    $24,881,826    $26,138,512    $27,269,790    $28,669,515       2.9%       3.2%

- -----------------------------
OPERATING EXPENSES
- -----------------------------

     RECOVERABLE EXPENSES
     Real Estate Taxes              $1,478,651     $1,508,224     $1,538,389     $1,569,157     $1,600,540       2.0%       2.0%
     Water/Sewer                       $24,522        $25,503        $26,523        $27,584        $28,687       4.0%       4.0%
     HVAC                             $483,985       $503,344       $523,478       $544,417       $566,194       4.0%       4.0%
     Electricity                    $1,251,907     $1,301,983     $1,354,062     $1,408,225     $1,464,554       4.0%       4.0%
     Insurance                        $625,953       $650,992       $677,031       $704,112       $732,277       4.0%       4.0%
     CAM Expenses                   $4,581,720     $4,764,989     $4,955,589     $5,153,813     $5,359,965       4.0%       4.0%
     Food Court                       $212,953       $221,471       $230,330       $239,543       $249,125       4.0%       4.0%
                                   -----------    -----------    -----------    -----------    -----------       ---        --- 
     Subtotal-Recoverable:          $8,659,691     $8,976,506     $9,305,402     $9,646,851    $10,001,342       3.6%       3.7%

     NON-RECOVERABLE
     Landlord Expenses                $309,750       $322,140       $335,026       $348,427       $362,364       4.0%       4.0%
     Management Fees                  $478,112       $494,191       $519,787       $549,065       $572,768       2.7%       3.2%
                                   -----------    -----------    -----------    -----------    -----------       ---        --- 
     Subtotal-Nonrecoverable:         $787,862       $816,331       $854,813       $897,492       $935,132       3.2%       3.5%

     TOTAL OPERATING EXPENSES:      $9,447,553     $9,792,837    $10,160,215    $10,544,343    $10,936,474       3.6%       3.6%
     Operating Expense Ratio             38.9%          39.4%          38.9%          38.7%          38.1%

NET OPERATING INCOME               $14,859,536    $15,088,989    $15,978,297    $16,725,447    $17,733,041       2.5%       2.9%

     Alterations                      $349,941       $607,693       $328,531       $548,107
     Commissions                       $78,779       $137,443        $74,672       $125,003
     ADA Capital                            $0             $0             $0             $0
     Replacement Reserve              $135,619       $141,044       $146,686       $152,553
     -------------------           -----------    -----------    -----------    -----------
     Subtotal:                        $564,339       $886,180       $549,889       $825,663

NET CASH FLOW                      $14,295,197    $14,202,809    $15,428,408    $15,899,784                      2.2%       2.6%
                                                                                                               ------------------
=================================================================================================================================
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
=================================================================================================================
INCOME & EXPENSE GROWTH CHART (PHASE I ONLY)                                                                     
WESTSIDE PAVILION                                                                                                
Cushman & Wakefield, Inc.        1999          2000          2001          2002          2003          2004      
                                 ----          ----          ----          ----          ----          ----      
=================================================================================================================
<S>                           <C>           <C>           <C>           <C>           <C>           <C>          
  Minimum Rent:               $12,226,029   $12,362,299   $12,405,771   $12,436,353   $12,846,619   $13,018,242  
  Effective Gross Income:     $21,083,182   $21,487,477   $21,879,467   $22,334,232   $23,149,520   $23,668,754  
  Operating Expenses:          $7,666,906    $7,934,001    $8,210,032    $8,503,170    $8,809,331    $9,122,562  
  Net Operating Income:       $13,416,276   $13,553,476   $13,669,435   $13,831,062   $14,340,189   $14,546,192  
=================================================================================================================
<CAPTION>
=====================================================================================================================
INCOME & EXPENSE GROWTH CHART (PHASE I ONLY)                                                       ------------------
WESTSIDE PAVILION                                                                                   CAGR       CAGR
Cushman & Wakefield, Inc.        2005          2006          2007          2008          2009      1999-08    2001-08
                                 ----          ----          ----          ----          ----      -------    -------
=====================================================================================================================
<S>                           <C>           <C>           <C>           <C>           <C>            <C>        <C> 
  Minimum Rent:               $13,195,661   $13,353,856   $13,962,577   $14,688,805   $15,553,544    2.1%       2.4%
  Effective Gross Income:     $24,307,089   $24,881,826   $26,138,512   $27,269,790   $28,669,515    2.9%       3.2%
  Operating Expenses:          $9,447,553    $9,792,837   $10,160,215   $10,544,343   $10,936,474    3.6%       3.6%
  Net Operating Income:       $14,859,536   $15,088,989   $15,978,297   $16,725,447   $17,733,041    2.5%       2.9%
                                                                                                   ------------------
=====================================================================================================================
</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 CHART SHOWING INCOME AND EXPENSE GROWTH]

<PAGE>

                                                                INCOME APPROACH
- -------------------------------------------------------------------------------
DIRECT CAPITALIZATION - PHASE I

      As discussed previously, in view of our total analysis, we would
anticipate that Phase I of the subject property would trade at an overall rate
of near 8.25 percent applied to first year income. Applying this rate to the
first year net income of $13,416,276 results in a value of $162,621,527, or
$162,600,000 (rounded) by the direct capitalization technique.

      Net Operating Income:                $13,416,276
      Overall Rate:                              8.25%
                                          ------------
      Conclusion of Value:                $162,621,527
      Rounded:                            $162,600,000


SUMMARY & CONCLUSIONS OF THE INCOME APPROACH

      The Income Approach is the most important method of valuation for
regional malls. The results of the preceding analysis are shown as are follows:

      Technique                           Phase I & II      Phase I Only
      Discounted Cash Flow                $166,700,000      $159,400,000
      Direct Capitalization               $174,700,000      $162,600,000

      Conclusion of Income Approach       $170,000,000      $160,000,000

PHASE II ANALYSIS

      The Income Approach conclusions suggest a residual value of $10,000,000
applicable to the Phase II portion of the subject property. The difference in
first year net income between the Phase I & II analysis and the Phase I only
analysis is $1,380,707. This is much different than the negative net income
figure for Phase II that was reported on the break-out of the 1998 budget. The
1998 budget separation loaded much of the recovery income into Phase 1. Taking
the difference in the two cash flows of a first year net income at $1,380,707
and dividing it by the implied residual value to Phase II indicates an overall
rate of 13.8 percent. This is well above overall rates for well performing well
occupied retail properties, but appears reasonable given the poor occupancy of
Phase II and the risks associated with redevelopment. Our conclusion of the
indicated value of Phase II is $10,000,000 by the Income Approach, based on the
preceding analysis.

      We have also analyzed Phase II from a development cost approach
standpoint. Our analysis assumes that Phase II could be sold separately from
Phase I (with a reciprocal parking and easement agreement and all legal
requirements met) and be redeveloped with City and neighborhood group approvals
into a viable project.

      First, we must consider the size of the future development. We have
assumed that the subject site will at least achieve its current GLA of 91,978
square feet upon any redevelopment, although it may be configured in a much
different manner or layout.
- -------------------------------------------------------------------------------

                                      102
<PAGE>

                                                                INCOME APPROACH
- -------------------------------------------------------------------------------
      Previously, we estimated the low end of market rent for the subject mall
at $30 per square foot for larger but well located suites. Given the
characteristics and location of the subject site, this would be viewed by a
developer as a fairly safe and achievable minimum rent to apply in this
hypothetical analysis. This rate is below most of the existing tenants rents in
Phase II, but given the risks and uncertainties involved, we have viewed this
portion of the property as being able to achieve $30 per square foot net rents.
This indicates annual income of about $2,759,230. Multiplying this figure by 90
percent, to include a ten percent deduction for vacancy, collection losses,
management and other non-reimbursable expenses, indicates a net income of
$2,500,000 (rounded).

      From our discussions with local investment brokers familiar with the
subject property, including the selling broker for the subject, an investor
would likely seek at least a 10 percent return under this scenario. This
indicates a stabilized value for the hypothetical development of $25,000,000.

      To arrive at an "as is" value indication, we must consider the timing
involved to achieve this value and development costs. We have considered a
total timeframe of three years, including two years obtaining plans and
approvals and one year for construction. Discounting the $25,000,000 to present
value at a rate of 12.0 percent (higher than the discount rates used in the
Income Approach due to the higher risks associated with redevelopment),
indicates a present value of $17,794,506, rounded to $17,800,000.

      From Marshall Valuation Service, a national construction cost
publication, the base cost for community sized retail properties, assuming Good
Class C construction quality is $66.17 per square foot of building area
including sprinklers. The current cost multiplier is 1.0 and the local
multiplier for the City of Los Angeles is 1.14 This indicates an adjusted base
cost of $75.43 per square foot.

     Leasing commissions are estimated based on commission rate of six percent
of the income received over the lease term, rent of $30 per square foot and
five year lease terms. The total lease commission cost estimate is $827,802.
This equates to $9.00 per square foot of building area. Real estate taxes
during construction and other miscellaneous costs estimated at 2.0 percent of
base costs of $100.37, or $2.00 per square foot. As the parking garage is
already in place, no additional costs are needed for parking. We have added an
additional $3 per square foot for demolition costs, which should be adequate
for portions of the existing structure. The combined hard and soft costs,
excluding any allowance for developer's profit is therefore $89.43 per square
foot ($75.43 + $9.00 + 2.00 + $3.00).

     Developer's profit is a return to the investor based upon his
entrepreneurial skill and abilities. An investor in real property, especially a
developer, foregoes a certain amount of liquidity in development. Their risk is
based upon past experience in the field; forecasts to account for real estate
business cycles and expertise in management and timing. These items are
somewhat speculative and tend to be reflected in a fairly wide profit range
depending upon a combination of these items. Based on interviews with
developers, an expected profit range would be 10 to 15 percent of costs. We
have estimated profit at 15 percent of total construction costs of the
improvements.
- -------------------------------------------------------------------------------

                                      103
<PAGE>

                                                                INCOME APPROACH
- -------------------------------------------------------------------------------
      Therefore, the total development costs including profit are estimated at
$102.84 per square foot of building area ($89.43 * 115%). This equals
$9,459,018 for the subject's 91,978 square feet, rounded to $9,500,000

      Deducting the estimated construction costs from the present value of
$17,800,000 indicates a residual value for the property in its "as is"
condition of $8,300,000. This is the indicated price a purchaser could pay for
the property if they were projecting a similar development scenario. Any income
in the interim is has not included in consideration of landlord expenses and
lost tenants due to the transitional state of the property. This "as is" value
indication equates to $73.27 per square foot of land area (based on a site size
for Phase II of 113,268 square feet according to assessor's maps) and $90.24
per square foot of building area for Phase II.

CONCLUSION OF VALUE - PHASE II

      The preceding analysis resulted in value indications ranging from
$8,300,000 to $10,000,000, as follows:

      Income Approach (difference between Phase I & II
         analysis and Phase I analysis)               $10,000,000

      Development Cost Approach:                      $ 8,300,000

      The resulting value indication from the Income Approach is derived from
an analysis of the whole property, deducting out the portion attributed to
Phase I. This approach is considered to be the most meaningful of the two
methods, given the very subjective and hypothetical assumptions made in the
development cost approach method. However, given the risks (and required
yields) for redevelopment, the development cost technique at a lower value
indication proves to be supportable. Our conclusion of value for Phase II is
based on the Income Approach at $10,000,000.
- -------------------------------------------------------------------------------

                                      104
<PAGE>

                                        RECONCILIATION AND FINAL VALUE ESTIMATE
- -------------------------------------------------------------------------------
      The three approaches we used provided the following indications of value
for the subject property:

                                  Phase I & II  Phase I Only  Phase II Only
                                  ------------  ------------  -------------
      Sales Comparison Approach   $170,500,000           N/A            N/A

      Income Approach             $170,000,000  $160,000,000    $10,000,000
         Discounted Cash Flow     $166,700,000  $159,400,000            N/A
         Direct Capitalization    $174,700,000  $162,600,000            N/A

      Development Cost Approach            N/A           N/A     $8,300,000

      The Sales Comparison and Income Approaches were the principal methods of
valuation for the subject property, with most consideration give to the Income
Approach. These two methods provided a range in indications for Phase I & II of
$166,700,000 to $174,700,000. The actual recent purchase price of the subject
property was $170,500,000, which is well bracketed by this range. The two
methods in the Income Approach resulted in a range in value indications for
Phase I of $159,400,000 to $162,600,000.

      To estimate the value of Phase II, we performed a brief development cost
approach. As any redevelopment of the site is very speculative and within the
control of city and neighborhood group approvals, a more detailed analysis is
not possible. In this method, we estimated the potential value of the property
assuming a feasible and functional design layout, considered a required return
on investment, and deducted the estimated costs of construction. The result
provides an "as is" value indication for Phase II, assuming it were purchased
separate from the mall (and assuming a reciprocal parking and easement
agreement were made and all legal requirements met). The resulting value
indication of $8,300,000 Is lower than the difference in values (approximately
$10,000,000) from the other portions of the property as indicated by the Income
Approach, and reflective of the risks and required yields of redevelopment.

      The value range concluded in the Sales Comparison Approach was based on
an analysis of historical and recent sales activity involving conceptually
similar regional mall sales on a national basis, a comparison of the sales on
the basis of income characteristics and sales volumes, and an overview of the
investment market criteria for regional mall investments. It is difficult to
quantify an appropriate per-square-foot conclusion for the subject from an
analysis of the comparable data because the marketplace is national in scope,
and the per-square-foot prices paid for the properties are influenced by a
number of factors that cannot be accurately quantified. These factors include
the quality of the center, location and market-specific factors, the strength
of the anchors and the existing and potential future competitive supply. The
sales prices are also a function of the percentage of mall tenants purchased
relative to the anchor tenant area. Perhaps the most relevant function of this
approach was to provide market evidence and support for the appropriate
investment parameters to be used in the Income Approach.
- -------------------------------------------------------------------------------

                                      105
<PAGE>

                                        RECONCILIATION AND FINAL VALUE ESTIMATE
- -------------------------------------------------------------------------------
      The Income Approach included an analysis of the property by discounted
cash flow analysis and direct capitalization. The two methods produced a fairly
narrow range in values and proved to be mutually supporting. The Income
Approach is the primary method of valuation by both buyers and sellers of
regional malls, and is given the most weight in our conclusion of market value.

     We placed primary emphasis on the indications of value provided by the
Income Approach, with secondary support for the appropriate investment
parameters provided by the Sales Comparison Approach. As a result of our
analysis, we have formed an opinion that the market value of the leased fee
estate in PHASE I & II OF WESTSIDE PAVILION COMBINED, subject to the
assumptions, limiting conditions, certifications, and definitions, as of July
13, 1998, is:

                  ONE HUNDRED AND SEVENTY MILLION DOLLARS
                                  $170,000,000

     As a result of our analysis, we have formed an opinion that the market
value of the leased fee estate in PHASE I OF WESTSIDE PAVILION, subject to the
assumptions, limiting conditions, certifications, and definitions, as of July
13, 1998, is:

                     ONE HUNDRED AND SIXTY MILLION DOLLARS
                                  $160,000,000

     As a result of our analysis, we have formed an opinion that the market
value of the leased fee estate in PHASE II OF WESTSIDE PAVILION, subject to the
assumptions, limiting conditions, certifications, and definitions, as of July
13, 1998, is:

                              TEN MILLION DOLLARS
                                  $10,000,000
- -------------------------------------------------------------------------------

                                      106
<PAGE>

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

"Property" means the subject of the Appraisal.

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

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

The Appraisal has been made subject to the following assumptions and limiting
conditions:

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

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

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

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

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

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

                                      107
<PAGE>

                                            ASSUMPTIONS AND LIMITING CONDITIONS
- -------------------------------------------------------------------------------
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.

12. If the Appraisal has been prepared for The Resolution Trust Corporation
("RTC"), it may be distributed to parties requesting a copy in accordance with
RTC policy. However, as to such parties, the Appraisal shall be deemed provided
for informational purposes only and such recipients shall not be entitled to
rely on the Appraisal for any purpose nor shall C&W or the Appraisers have any
liability to such recipients based thereon.
- -------------------------------------------------------------------------------

                                      108
<PAGE>

                                                     CERTIFICATION OF APPRAISAL
- -------------------------------------------------------------------------------
I certify that, to the best of my knowledge and belief:

1. Ellen Gunderson, 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. I 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. My 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. My 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, Ellen Gunderson, MAI has completed the
requirements of the continuing education program of the Appraisal Institute.


/s/ Ellen Gunderson
- ------------------------
Ellen Gunderson, MAI
Director
California Certified Appraiser #AG025346
- -------------------------------------------------------------------------------

                                      109
<PAGE>

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


                            Various Pro-Ject Reports

                     Borrower Provided Operating Statements

                              ADA Report Excerpts

                             Occupancy Cost Detail

                              Expiration Schedule

              Cushman & Wakefield's National Retail Overview

              Cushman & Wakefield's National Investor Survey

                           Appraiser's Qualifications


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

                                      110
<PAGE>

                      WESTSIDE PAVILION -- PHASE I ONLY 
                           PROJECT DESIGNATOR: WPV1 
                           REVISION: 8/6/98 @ 10:04 
                           ANNUAL CASH FLOW REPORT 
                        BEGINNING 7/1/98 FOR 14 YEARS 
                                8/6/98 @ 10:08 

<TABLE>
<CAPTION>
                         FY1999      FY2000     FY2001      FY2002     FY2003      FY2004 
                       ---------- ----------  ---------- ----------  ---------- ---------- 
<S>                    <C>        <C>         <C>        <C>         <C>        <C>
INCOME 
- --------------------- 
MINIMUM RENT: 
ALL TENANTS            12,226,029  12,362,299 12,405,771  12,436,353 12,846,619  13,018,242 
                       ---------- ----------  ---------- ----------  ---------- ---------- 
TOTAL MINIMUM RENT     12,226,029  12,362,299 12,405,771  12,436,353 12,846,619  13,018,242 

RECOVERIES: 
CAM RECOVERIES          3,813,774   3,938,211  4,102,283   4,296,614  4,489,565   4,647,752 
TAX RECOVERIES          1,388,116   1,397,368  1,430,997   1,445,827  1,474,053   1,487,719 
INSURANCE RECOVERIES      541,248     557,289    579,184     606,290    634,041     656,409 
ELECTRIC RECOVERIES     1,146,592   1,179,872  1,226,058   1,278,258  1,332,481   1,373,837 
HVAC RECOVERIES           693,816     713,953    741,899     773,486    806,298     831,318 
WATER RECOVERIES           19,525      20,096     20,884      21,770     22,693      23,404 
FOOD COURT RECOVERIES     169,572     195,859    205,178     217,713    220,942     235,476 
                       ---------- ----------  ---------- ----------  ---------- ---------- 
TOTAL RECOVERIES        7,772,643   8,002,648  8,296,483   8,639,958  8,980,073   9,255,915 

OVERAGE RENT               91,933     109,783    142,608     205,441    255,392     304,982 

SALES VOLUME (000)        177,310     183,654    190,267     195,720    207,488     214,274 
                       ---------- ----------  ---------- ----------  ---------- ---------- 
GROSS RENTAL INCOME    20,090,604  20,474,732 20,844,862  21,281,752 22,082,084  22,579,138 
CREDIT LOSS              (575,264)   (586,698)  (597,708)   (614,015)  (634,609)   (649,401) 
NORDSTROM STORAGE         472,500     472,500    472,500     472,500    472,500     472,500 
OTHER INCOME                9,792      10,184     10,591      11,015     11,455      11,913 
STORAGE RENT               56,100      58,344     60,678      63,105     65,629      68,254 
SPECIALTY                 596,700     620,568    645,391     671,206    698,055     725,977 
CAPITAL INCOME            127,500     132,600    137,904     143,420    149,157     155,123 
MAY COMPANY PRKG          305,248     305,248    305,248     305,248    305,248     305,248 
                       ---------- ----------- ---------- ----------  ---------- ----------- 
TOTAL INCOME           21,083,180  21,487,478 21,879,464 22,334,232  23,149,520  23,668,756  

EXPENSES 
- --------------------- 
LANDLORD EXPENSES         244,800     254,592    264,776     275,367    286,381     297,837 
R.E. TAXES              1,313,000   1,339,260  1,366,045   1,393,366  1,421,233   1,449,658 
WATER                      19,380      20,155     20,961      21,800     22,672      23,579 
TENANT HVAC               382,500     397,800    413,712     430,261    447,471     465,370 
ELECTRICITY               989,400   1,028,976  1,070,135   1,112,941  1,157,458   1,203,757 
INSURANCE                 494,700     514,488    535,068     556,470    578,729     601,878 
CAM-EXPENSES            3,621,000   3,765,840  3,916,474   4,073,133  4,236,058   4,405,500 
FOOD COURT                168,300     175,032    182,033     189,315    196,887     204,763 
MANAGEMENT FEE            433,826     437,858    440,828     450,517    462,442     470,220 
                       ---------- ----------  ---------- ----------  ---------- ---------- 
TOTAL EXPENSES          7,666,906   7,934,001  8,210,032   8,503,170  8,809,331   9,122,562 
                       ---------- ----------  ---------- ----------  ---------- ---------- 
NET OPERATING INCOME   13,416,274  13,553,477 13,669,432  13,831,062 14,340,189  14,546,194 
ALTERATIONS                92,812      87,340    199,400     603,864     78,809     288,480 
COMMISSIONS                17,561      19,218     43,976     133,944     17,557      57,904 
RESERVES                  107,182     111,469    115,928     120,565    125,388     130,403 
ADA COMPLIANCE             90,000           0          0           0          0           0 
                       ---------- ----------  ---------- ----------  ---------- ---------- 
CASH FLOW              13,108,719  13,335,450 13,310,128  12,972,689 14,118,435  14,099,407 
</TABLE>

                    (RESTUBBED TABLE CONTINUED FROM ABOVE) 

<TABLE>
<CAPTION>
                         FY2005      FY2006     FY2007      FY2008     FY2009      FY2010     FY2011      FY2012 
                       ---------- ----------  ---------- ----------  ---------- ----------  ---------- ---------- 
<S>                    <C>        <C>         <C>        <C>         <C>        <C>         <C>        <C>
INCOME 
- --------------------- 
MINIMUM RENT: 
ALL TENANTS            13,195,661  13,353,856 13,962,577  14,688,805 15,553,544  16,026,124 16,422,543  16,872,620 
                       ---------- ----------  ---------- ----------  ---------- ----------  ---------- ---------- 
TOTAL MINIMUM RENT     13,195,661  13,353,856 13,962,577  14,688,805 15,553,544  16,026,124 16,422,543  16,872,620 

RECOVERIES: 
CAM RECOVERIES          4,877,160   5,076,713  5,396,406   5,590,920  5,869,375   6,083,871  6,317,540   6,616,394 
TAX RECOVERIES          1,514,375   1,515,853  1,558,069   1,576,731  1,623,727   1,649,608  1,676,071   1,714,552 
INSURANCE RECOVERIES      690,870     723,940    777,420     821,048    872,589     902,342    935,011     977,932 
ELECTRIC RECOVERIES     1,434,300   1,484,085  1,568,307   1,616,196  1,630,325   1,751,617  1,814,095   1,892,952 
HVAC RECOVERIES           867,910     898,034    948,996     977,977  1,022,832   1,059,919  1,097,720   1,145,447
WATER RECOVERIES           24,437      25,278     26,709      27,531     28,790      29,833     30,904      32,240 
FOOD COURT RECOVERIES     241,940     250,519    259,981     275,477    273,280     288,627    303,715     322,265 
                       ---------- ----------  ---------- ----------  ---------- ----------  ---------- ---------- 
TOTAL RECOVERIES        9,650,992   9,974,422 10,535,887  10,885,880 11,380,918  11,765,817 12,175,056  12,701,782 

OVERAGE RENT              350,809     420,352    502,721     548,035    584,749     565,205    579,738     593,601 

SALES VOLUME (000)        222,113     228,589    241,990     251,300    261,498     271,944    281,603     289,597 
                       ---------- ----------  ---------- ----------  ---------- ----------  ---------- ---------- 
GROSS RENTAL INCOME    23,197,460  23,748,630 25,001,184  26,122,720 27,519,212  28,357,144 29,177,338  30,168,004 
CREDIT LOSS              (667,840)   (684,261)  (721,718)   (755,226)  (796,975)   (821,978)  (846,442)   (879,327) 
NORDSTROM STORAGE         472,500     472,500    472,500     472,500    472,500     472,500    472,500     472,500 
OTHER INCOME               12,390      12,886     13,401      13,937     14,495      15,074     15,677      16,304 
STORAGE RENT               70,984      73,824     76,777      79,848     83,042      86,363     89,818      93,411 
SPECIALTY                 755,016     785,217    816,625     849,290    883,262     918,592    955,336     993,549 
CAPITAL INCOME            161,328     167,781    174,493     181,472    188,731     196,280    204,132     212,297 
MAY COMPANY PRKG          305,248     305,248    305,248     305,248    305,24i     305,248    305,248     305,248 
                       ----------  ---------- ----------  ---------- ----------  ---------- ----------  ---------- 
                       24,307,086  24,881,824 26,138,506  27,269,788 28,669,516  29,529,222 30,373,608  31,381,984

EXPENSES 
- --------------------- 
LANDLORD EXPENSES         309,750     322,140    335,026     348,427    362,364     376,858    391,933     407,610 
R.E. TAXES              1,478,651   1,508,224  1,538,389   1,569,157  1,600,540   1,632,551  1,665,202   1,698,506 
WATER                      24,522      25,503     26,523      27,584     28,687      29,835     31,028      32,269 
TENANT HVAC               483,985     503,344    523,478     544,417    566,194     588,841    612,395     636,891 
ELECTRICITY             1,251,907   1,301,983  1,354,062   1,408,225  1,464,554   1,523,136  1,584,061   1,647,424 
INSURANCE                 625,953     650,992    677,031     704,112    732,277     761,568    792,031     823,712 
CAM-EXPENSES            4,581,720   4,764,989  4,955,589   5,153,813  5,359,965   5,574,364  5,797,338   6,029,232 
FOOD COURT                212,953     221,471    230,330     229,543    249,125     259,090    269,454     280,232 
MANAGEMENT FEE            478,112     494,191    519,787     549,065    572,768     587,888    603,199     622,841 
                       ----------  ---------- ----------  ---------- ----------  ---------- ----------  ---------- 
TOTAL EXPENSES          9,447,553   9,792,837 10,160,215  10,544,343 10,936,474  11,334,131 11,746,641  12,178,717 
                       ----------  ---------- ----------  ---------- ----------  ---------- ----------  ---------- 

NET OPERATING INCOME   14,859,533  15,088,987 15,978,291  16,725,445 17,733,042  18,195,092 18,626,968  19,203,268 

ALTERATIONS               349,941     607,693    328,531     548,107    210,226     143,765    282,276     851,808 
COMMISSIONS                78,779     137,443     74,672     125,003     48,139      33,147     65,094     198,269 
RESERVES                  135,619     141,044    146,686     152,553    158,656     165,002    171,602     178,466 
ADA COMPLIANCE                  0           0          0           0          0           0          0           0 
                       ----------  ---------- ----------  ---------- ----------  ---------- ----------  ---------- 
CASH FLOW              14,295,194  14,202,807 15,428,402  15,899,782 17,316,020  17,853,266 18,108,996  17,974,726 
</TABLE>

<PAGE>

         PURCHASE/SALE YIELD TABLE FOR WESTSIDE PAVILION--PHASE I ONLY
                            REVISION: 8/6/98 @ 10:04
                                 8/6/98 @10:07
          Purchase Price (000's)/Cap Going In as a function of IRR
            All Cash analysis (Purchased July 1998 Sold June 2008)


                        Sale Price (000's)/Terminal Cap



<TABLE>
<S>          <C>           <C>           <C>           <C>           <C>           <C>           <C>
               219,447       212,797       206,538       200,637       195,064       189,792       184,797
IRR               8.00          8.25          8.50          8.75          9.00          9.25          9.50
- -----          -------       -------       -------       -------       -------       -------       -------
10.50          164,156       161,706       159,400       157,226       155,173       153,230       151,390
                  8.17          8.30          8.42          8.53          8.65          8.76          8.86
10.75          161,445       159,049       156,795       154,669       152,662       150,763       148,963
                  8.31          8.44          8.56          8.67          8.79          8.90          9.01
11.00          158,793       156,451       154,246       152,168       150,205       148,349       146,590
                  8.45          8.58          8.70          8.82          8.93          9.04          9.15
11.25          156,198       153,908       151,753       149,721       147,802       145,987       144,267
                  8.59          8.72          8.84          8.96          9.08          9.19          9.30
11.50          153,661       151,422       149,314       147,327       145,451       143,676       141,994
                  8.73          8.86          8.99          9.11          9.22          9.34          9.45
11.75          151,178       148,989       146,928       144,985       143,150       141,414       139,770
                  8.87          9.00          9.13          9.25          9.37          9.47          9.60
</TABLE>

<PAGE>

                        WESTSIDE PAVILION--PHASE I ONLY
                            PROJECT DESIGNATOR: WPV1
                            REVISION: 7/24/98 @12:52
                            AVERAGE OCCUPANCY REPORT
               EXCLUDING DEPT STORE  (greater than)  50 TENANTS,
                   DEPT STORE  (greater than)  40 TENANTS
                                 7/25/98 @ 8:34




<TABLE>
<CAPTION>
                    1998      1999      2000      2001      2002      2003      2004
                 --------- --------- --------- --------- --------- --------- ---------
<S>              <C>       <C>       <C>       <C>       <C>       <C>       <C>
JANUARY           246,170   261,735   262,335   262,335   262,335   262,335   262,335
FEBRUARY          247,355   257,733   253,344   246,841   248,043   255,801   238,050
MARCH             242,927   257,733   253,344   246,841   248,043   255,801   238,050
APRIL             245,915   261,885   262,335   262,335   262,335   262,335   262,335
MAY               257,656   261,885   262,335   262,335   262,335   262,335   262,335
JUNE              257,075   262,319   256,472   258,006   261,018   262,335   262,335
JULY              257,075   262,319   256,472   258,006   261,018   262,335   262,335
AUGUST            259,967   261,713   262,335   262,335   262,335   261,866   262,335
SEPTEMBER         259,967   261,713   262,335   262,335   262,335   261,866   262,335
OCTOBER           260,760   262,335   262,335   262,335   262,335   262,335   262,335
NOVEMBER          260,760   262,335   262,335   262,335   262,335   262,335   262,335
DECEMBER          261,735   262,335   262,335   262,335   262,335   262,335   262,335
                  -------   -------   -------   -------   -------   -------   -------
AVERAGE SF
 OCCUPIED-2GLO    254,780   261,337   259,859   259,031   259,734   261,168   258,288
TOTAL SF-2GLA     262,371   262,371   262,371   262,371   262,371   262,371   262,371
                  -------   -------   -------   -------   -------   -------   -------
OCCUPANCY %         97.11     99.61     99.04     98.73     98.99     99.54     98.44
                  =======   =======   =======   =======   =======   =======   =======



<CAPTION>
                    2005       2006      2007      2008      2009      2010      2011
                 ---------- --------- --------- --------- --------- ---------- --------
<S>              <C>        <C>       <C>       <C>       <C>       <C>        <C>
JANUARY            262,335   259,821   262,335   262,335   261,360    262,335  262,335
FEBRUARY           236,533   213,919   233,976   230,301   258,424    262,335  262,335
MARCH              236,533   214,477   233,976   230,301   258,424    262,335  262,335
APRIL              255,778   260,379   262,335   262,335   258,183    253,344  246,841
MAY                255,778   262,335   258,098   256,652   260,685    253,344  246,841
JUNE               260,764   262,335   258,098   256,652   260,685    262,335  262,335
JULY               260,764   262,335   252,414   262,335   260,685    262,335  262,335
AUGUST             262,335   262,335   252,414   260,632   262,319    256,472  258,006
SEPTEMBER          262,335   262,335   262,335   260,632   262,319    256,472  258,006
OCTOBER            262,335   262,335   262,335   261,542   261,713    262,335  262,335
NOVEMBER           259,932   262,335   262,335   261,542   261,713    262,335  262,335
DECEMBER           259,932   262,335   262,335   261,360   262,335    262,335  262,335
                  --------   -------   -------   -------   -------   --------  -------
AVERAGE SF
 OCCUPIED-2GLO     256,280   253,940   255,249   255,552   260,529    259,859  259,031
TOTAL SF-2GLA      262,371   262,371   262,371   262,371   262,371    262,371  262,371
                  --------   -------   -------   -------   -------   --------  -------
OCCUPANCY %          97.68     96.79     97.29     97.40     99.30      99.04    98.73
                  ========   =======   =======   =======   =======   ========  =======
</TABLE>

<PAGE>

             PURCHASE/SALE YIELD TABLE FOR WESTSIDE PAVILION--1998
                            REVISION: 7/24/98 @12:06
                                 7/24/98 @12:06

             Purchase Price (000's)/Cap Going In as a function of IRR
               All Cash analysis (Purchased July 1998 Sold June 2008)

                        Sale Price (000's)/Terminal Cap



<TABLE>
<S>       <C>         <C>         <C>         <C>         <C>         <C>         <C>
           237,356     230,163     223,394     217,011     210,983     205,281     199,879
IRR           8.00        8.25        8.50        8.75        9.00        9.25        9.50
- -----      -------     -------     -------     -------     -------     -------     -------
10.50      177,458     174,808     172,314     169,962     167,741     165,640     163,650
              8.12        8.25        8.36        8.48        8.59        8.70        8.81
10.75      174,525     171,494     169,495     167,196     165,025     162,971     161,025
              8.26        8.38        8.50        8.62        8.73        8.84        8.95
11.00      171,655     169,122     166,738     164,490     162,367     160,359     158,456
              8.40        8.52        8.64        8.76        8.88        8.99        9.10
11.25      168,848     166,372     164,040     161,843     159,767     157,803     155,943
              8.54        8.66        8.79        8.91        9.02        9.13        9.24
11.50      166,103     163,681     161,402     159,253     157,223     155,303     153,484
              8.68        8.81        8.93        9.05        9.17        9.28        9.39
11.75      163,417     161,049     158,820     156,718     154,734     152,856     151,078
              8.82        8.95        9.08        9.20        9.32        9.43        9.54
</TABLE>

<PAGE>

                                    WESTSIDE PAVILION--1998
                                    PROJECT DESIGNATOR: WPAV
                                   REVISION: 7/24/98 @ 12:06
                                     ANNUAL CASH FLOW REPORT
                                 BEGINNING 7/1/98 FOR 15 YEARS
                                        7/24/98 @ 12:07



<TABLE>
<S>                  <C>            <C>            <C>            <C>            <C>            <C>
                         FY1999         FY2000         FY2001         FY2002         FY2003         FY2004
INCOME
- --------------------
MINIMUM RENT:
ALL TENANTS            13,420,686     13,595,952     13,704,895     13,758,941     14,132,353     14,298,150
                       ----------     ----------     ----------     ----------     ----------     ----------
TOTAL MINIMUM
 RENT                  13,420,686     13,595,952     13,704,895     13,758,941     14,132,353     14,298,150

RECOVERIES:
CAM RECOVERIES          4,516,316      4,674,140      4,865,827      5,101,264      5,338,982      5,549,041
TAX RECOVERIES          1,776,696      1,796,049      1,823,066      1,855,186      1,895,915      1,919,163
INSURANCE
 RECOVERIES               573,196        591,614        614,930        645,115        676,949        704,650
ELECTRIC
 RECOVERIES             1,146,592      1,179,872      1,226,058      1,278,258      1,332,481      1,373,837
HVAC RECOVERIES           693,816        713,953        741,899        773,486        806,298        831,318
WATER RECOVERIES           25,698         26,447         27,475         28,645         29,861         30,790
FOOD COURT
 RECOVERIES               169,572        195,859        205,178        217,713        220,942        235,476
                       ----------     ----------     ----------     ----------     ----------     ----------

TOTAL RECOVERIES        8,901,886      9,177,934      9,504,433      9,899,667     10,301,428     10,644,275

OVERAGE RENT               99,952        109,783        142,608        205,441        255,392        309,554

SALES VOLUME (000)        186,467        193,402        200,405        206,264        217,978        225,678
                       ----------     ----------     ----------     ----------     ----------     ----------
GROSS RENTAL
 INCOME                22,422,524     22,883,668     23,351,936     23,864,048     24,689,172     25,251,978
CREDIT LOSS              (204,433)      (208,929)      (212,853)      (218,736)      (225,753)      (231,241)
NORDSTROM
 STORAGE                  472,500        472,500        472,500        472,500        472,500        472,500
OTHER INCOME               12,240         12,730         13,239         13,768         14,319         14,892
STORAGE RENT               58,752         61,102         63,546         66,088         68,732         71,481
SPECIALTY                 714,000        742,560        772,262        803,153        835,279        868,690
CAPITAL INCOME            127,500        132,600        137,904        143,420        149,157        155,123
MAY COMPANY PRKG          305,248        305,248        305,248        305,248        305,248        305,248
                       ----------     ----------     ----------     ----------     ----------     ----------
TOTAL INCOME           23,908,332     24,401,480     24,903,784     25,449,488     26,308,656     26,908,672

EXPENSES
- --------------------
LANDLORD
 EXPENSES                 280,500        291,720        303,389        315,524        328,145        341,271
R.E. TAXES              1,919,000      1,957,380      1,996,528      2,036,458      2,077,187      2,118,731
WATER                      25,500         26,520         27,581         28,684         29,831         31,025
TENANT HVAC               382,500        397,800        413,712        430,261        447,471        465,370
ELECTRICITY               989,400      1,028,976      1,070,135      1,112,941      1,157,458      1,203,757
INSURANCE                 561,000        583,440        606,778        631,049        656,291        682,542



<S>                  <C>            <C>            <C>            <C>            <C>            <C>            <C>
                         FY2005         FY2006         FY2007         FY2008         FY2009         FY2010        FY2011
INCOME
- --------------------
MINIMUM RENT:
ALL TENANTS            14,475,569     14,703,902     15,334,142     16,065,111     16,910,572     17,291,584    17,916,216
                       ----------     ----------     ----------     ----------     ----------     ----------    ----------
TOTAL MINIMUM
 RENT                  14,475,569     14,703,902     15,334,142     16,065,111     16,910,572     17,291,584    17,916,216

RECOVERIES:
CAM RECOVERIES          5,835,236      6,111,449      6,522,661      6,799,618      7,154,195      7,371,684     7,703,875
TAX RECOVERIES          1,948,880      1,949,383      2,002,477      2,027,566      2,087,196      2,144,207     2,176,571
INSURANCE
 RECOVERIES               743,773        784,800        847,385        899,785        958,267        992,676     1,027,573
ELECTRIC
 RECOVERIES             1,434,300      1,484,085      1,568,307      1,616,196      1,690,325      1,751,617     1,814,095
HVAC RECOVERIES           867,910        898,034        948,996        977,977      1,022,832      1,059,919     1,097,720
WATER RECOVERIES           32,141         33,254         35,151         36,223         37,884         39,260        40,656
FOOD COURT
 RECOVERIES               241,940        250,519        259,981        275,477        273,280        288,627       303,715
                       ----------     ----------     ----------     ----------     ----------     ----------    ----------
TOTAL RECOVERIES       11,104,180     11,511,524     12,184,958     12,632,842     13,223,979     13,647,990    14,164,205

OVERAGE RENT              361,446        439,883        533,596        590,840        633,879        607,709       633,077

SALES VOLUME (000)        233,973        240,924        254,775        264,641        275,053        284,929       296,610
                       ----------     ----------     ----------     ----------     ----------     ----------    ----------
GROSS RENTAL
 INCOME                25,941,194     26,655,308     28,052,696     29,288,792     30,768,432     31,547,284    32,713,496
CREDIT LOSS              (237,991)      (244,284)      (257,872)      (270,069)      (284,695)      (294,398)     (303,040)
NORDSTROM
 STORAGE                  472,500        472,500        472,500        472,500        472,500        472,500       472,500
OTHER INCOME               15,488         16,107         16,751         17,421         18,118         18,843        19,597
STORAGE RENT               74,340         77,314         80,406         83,622         86,967         90,446        94,064
SPECIALTY                 903,438        939,575        977,158      1,016,245      1,056,895      1,099,170     1,143,137
CAPITAL INCOME            161,328        167,781        174,493        181,472        188,731        196,280       204,132
MAY COMPANY PRKG          305,248        305,248        305,248        305,248        305,248        305,248       305,248
                       ----------     ----------     ----------     ----------     ----------     ----------    ----------
TOTAL INCOME           27,635,544     28,389,548     29,821,380     31,095,232     32,612,196     33,435,374    34,649,132

EXPENSES
- --------------------
LANDLORD
 EXPENSES                 354,922        369,119        383,884        399,239        415,209        431,817       449,090
R.E. TAXES              2,161,106      2,204,328      2,248,414      2,293,383      2,339,250      2,386,035     2,433,756
WATER                      32,266         33,556         34,899         36,294         37,746         39,256        40,826
TENANT HVAC               483,985        503,344        523,478        544,417        566,194        588,841       612,395
ELECTRICITY             1,251,907      1,301,983      1,354,062      1,408,225      1,464,554      1,523,136     1,584,061
INSURANCE                 709,844        738,238        767,767        798,478        830,417        863,634       898,179
</TABLE>

<PAGE>


<TABLE>
<S>              <C>          <C>          <C>           <C>           <C>           <C>
CAM-EXPENSES       4,448,000    4,667,520    4,854,221     5,048,390     5,250,325     5,460,338
FOOD COURT           168,300      175,032      182,033       189,315       196,887       204,763
MANAGEMENT FEE       680,659      688,831      695,297       708,803       724,886       736,118
                     -------      -------      -------       -------       -------       -------
TOTAL EXPENSES     9,494,859    9,817,219   10,149,674    10,501,425    10,868,481    11,243,915
                   ---------    ---------   ----------    ----------    ----------    ----------
NET OPERATING
 INCOME           14,413,473   14,584,261   14,754,110    14,948,063    15,440,175    15,664,757

ALTERATIONS          121,835       87,340      199,400       603,864        90,439       301,981
COMMISSIONS           23,908       19,218       43,976       133,944        20,150        67,603
RESERVES             107,182      111,469      115,928       120,565       125,388       130,403
ADA COMPLIANCE        90,000            0            0             0             0             0
                  ----------   ----------   ----------    ----------    ----------    ----------
CASH FLOW         14,070,548   14,366,234   14,394,806    14,089,690    15,204,198    15,164,770



<S>              <C>           <C>           <C>           <C>           <C>           <C>           <C>
CAM-EXPENSES       5,678,752     5,905,902     6,142,138     6,387,823     6,643,336     6,909,070     7,185,432
FOOD COURT           212,953       221,471       230,330       239,543       249,125       259,090       269,454
MANAGEMENT FEE       749,520       775,288       813,092       855,010       886,094       911,215       939,352
                     -------       -------       -------       -------       -------       -------       -------
TOTAL EXPENSES    11,635,255    12,053,229    12,498,064    12,962,412    13,431,925    13,912,094    14,412,545
                  ----------    ----------    ----------    ----------    ----------    ----------    ----------
NET OPERATING
 INCOME           16,000,289    16,336,319    17,323,316    18,132,820    19,180,272    19,523,280    20,236,588

ALTERATIONS          349,941       607,693       334,509       548,107       251,166       497,992       281,276
COMMISSIONS           78,779       137,443        76,031       125,003        57,535       114,854        65,094
RESERVES             135,619       141,044       146,686       152,553       158,656       165,002       171,602
ADA COMPLIANCE             0             0             0             0             0             0             0
                  ----------    ----------    ----------    ----------    ----------    ----------    ----------
CASH FLOW         15,435,950    15,450,139    16,766,090    17,307,156    18,712,916    18,745,432    19,718,616
</TABLE>

<PAGE>

                           WESTSIDE PAVILION - 1998
                            PROJECT DESIGNATOR: WPAV
                           REVISION: 7/18/98 @ 19:44
                                TENANT REGISTER
                                7/21/98 @ 12:44




                 TENANT                 SQUARE FEET      BEGIN DATE    END DATE
- --------------------------------------  -----------      ----------    --------
#  1 - SUITE 103    ACTIVATE CELLULAR           100          6/1997      1/2000
#  2 - SUITE 198    ATM                          16          4/1996      5/1999
#  3 - SUITE 616    BAJA BUDS DEL NORT        2,099         12/1993      1/1999
#  4 - SUITE 346    BANANA REPUB. (MEN)       4,237          5/1997      4/2007
#  5 - SUITE 361    BANANA REPUBLIC           4,830         11/1995      1/2005
#  6 - SUITE 113    BARAMI STUDIO             2,774          7/1993      1/2004
#  7 - SUITE 174    BARE ESCENTIALS             724          5/1995      1/2005
#  8 - SUITE 401    BARNES & NOBLE           27,586          9/1995      1/2010
#  9 - SUITE 154    BASSINI                   2,384         10/1995      1/2006
# 10 - SUITE 257    BATH & BODY WORKS         2,403          8/1995     10/2005
# 11 - SUITE 189    BCBG                      1,826         12/1993      1/2001
# 12 - SUITE 163    BCBG SHOES                  808          7/1996      1/2005
# 13 - SUITE 120    BEBE                      2,471          9/1997      1/2007
# 14 - SUITE 182    BISOU BISOU               1,107          9/1995      1/2001
# 15 - SUITE 143    BODY SHOP SKIN              960          4/1992      1/2000
# 16 - SUITE 271    BOMBAY COMPANY            3,889         11/1992      1/2002
# 17 - SUITE 372    BON VOYAGE                1,415         10/1993      1/2002
# 18 - SUITE 368    BROOKS CHILDREN           1,060          6/1995      1/2005
# 19 - SUITE 324    CA CRISP                    603          6/1996      1/2007
# 20 - SUITE 308    CA STEAK &                  535          2/1995      1/1999
# 21 - SUITE 276    CARLTON HAIR              1,057          2/1996      1/2001
# 22 - SUITE 147    CARRIAGE TRADE              909         11/1994      1/2004
# 23 - SUITE 288    CATHY JEAN                1,152         10/1995      1/2006
# 24 - SUITE 124    CHAMPS                    4,488          8/1991      1/2001
# 25 - SUITE 123    CHARLES DAVID             1,486          9/1990      1/2000
# 26 - SUITE 235    CLAIRES BOUTIQUE          1,049         10/1995      1/2006
# 27 - SUITE 332    COFFEE MERCHANT             751          3/1994      1/2002
# 28 - SUITE 9001   COLORADO PEN                180         12/1997      1/2003
# 29 - SUITE 248    CONTEMPO CASUALS          3,628          5/1985      5/2001
# 30 - SUITE 316    CROSSANTS AND MORE          144         11/1993      1/2000
# 31 - SUITE 358    DISNEY STORE, THE         4,500          8/1997      1/2008
# 32 - SUITE 320    EAST WIND                   603         12/1991      1/2000
# 33 - SUITE 139    EASY SPIRIT                 945         10/1997      1/2008
# 34 - SUITE 353    ELECTRONICS BOUTIQ        1,358          2/1996      1/2006
# 35 - SUITE 376    ELZA JEWELER              1,147          1/1995      1/2005
# 36 - SUITE 387    EVERYTHING BUT WAT        1,278          3/1989      1/1909
# 37 - SUITE 204    EXPRESS COMPAGNIE         8,773          9/1995      1/2008
# 38 - SUITE 318    FAJITA FLATS                700          9/1993      1/2003
# 39 - SUITE 207    FIELD MGT ASSOCIAT        2,308         11/1997      1/2006
# 40 - SUITE 171    FIRST BELLISSIMO          1,288          5/1993      1/1999
# 41 - SUITE 162    FOOTLOCKER                2,003          8/1991      1/2001
# 42 - SUITE 268    FRANKLIN MINT             1,355          4/1994      1/2004

<PAGE>

WESTSIDE PAVILION - 1998                                                 PAGE 2

                 TENANT                 SQUARE FEET      BEGIN DATE    END DATE
- --------------------------------------  -----------      ----------    --------
# 43 - SUITE 382   GAME KEEPER                  901          1/1993      1/1999
# 44 - SUITE 342   GAP KIDS                   6,421          9/1993      1/2006
# 45 - SUITE 232   GAP THE                   10,360          9/1993      1/2006
# 46 - SUITE 264   GARDEN BOTANIKA            2,053         12/1996      1/2007
# 47 - SUITE 321   GENERAL NUTRITION          1,608         10/1995      1/2006
# 48 - SUITE 289   GOING TO THE GAME          1,841          3/1992      1/2002
# 49 - SUITE 301   GOLDWYN PAVILLION          8,321          5/1985      1/2007
# 50 - SUITE 116   GUESS?                     5,380          4/1997      1/2007
# 51 - SUITE 379   GYMBOREE                   2,177          3/1996      1/2007
# 52 - SUITE 322   HANA GRILL                   622          8/1994      7/1999
# 53 - SUITE 304   HOT DOG ON A STICK           507          6/1995      1/2003
# 54 - SUITE 328   ICE N CREAM                  320         11/1988      1/2007
# 55 - SUITE 136   HANS HALLMARK              2,810          5/1995      1/2005
# 56 - SUITE 225   JCC                        1,223         10/1994      1/2002
# 57 - SUITE 378   JEWELRY CONNECTION           480          2/1995      1/2005
# 58 - SUITE 119   JONES NEW YORK             1,317          5/1995      5/2002
# 59 - SUITE 349   KAY BEE TOY                3,843         11/1993      1/2004
# 60 - SUITE 006   KING ATM                      12          1/1998      1/2003
# 61 - SUITE 251   KINNEY SHOES               2,340         10/1997      1/2008
# 62 - SUITE 280   LA NAILS                     469          9/1996      7/2003
# 63 - SUITE 227   LADY FOOTLOCKER            2,317          3/1991      1/2001
# 64 - SUITE 200   LANE BRYANT                5,683         10/1987      2/1998
# 65 - SUITE 115   LE PRESTIGE                1,482          9/1995      1/2005
# 66 - SUITE 159   LEATHERMODE                1,111          8/1991      1/2000
# 67 - SUITE 114   LECTHERS                   6,119          9/1992      1/2005
# 68 - SUITE 199   LENSCRAFTERS               3,192          6/1992      1/2002
# 69 - SUITE 272   LIDS                       1,189          8/1998      1/2008
# 70 - SUITE 179   LILI'S BOUTIQUE            1,474          3/1997      1/2001
# 71 - SUITE 146   LIMITED THE                9,921          2/1992      6/2007
# 72 - SUITE 354   LIMITED TOO                3,322          9/1994      1/2005
# 73 - SUITE 603   LINEAR                     1,200          1/1992      1/1999
# 74 - SUITE 100   LISAS BEAUTY SUPPL         2,021          8/1995      1/2006
# 75 - SUITE 604   MCDONALDS                  1,152         11/1992      1/2003
# 76 - SUITE 129   MORGAN DE TOI              2,043          4/1997      1/2008
# 77 - SUITE 397   MOTHERHOOD MATERNI           800          5/1996      1/2007
# 78 - SUITE 167   MRS FIELDS                   808         10/1995      5/2005
# 79 - SUITE 369   NATURAL WONDERS            2,091         10/1993      1/2004
# 80 - SUITE 326   NEW YORK DELI                602          6/1996      1/2005
# 81 - SUITE 132   NINE WEST                  3,911          5/1998      1/2009
# 82 - SUITE 75    NORDSTROM                138,128          5/1984      5/2005
# 83 - SUITE 187   OPTOMETRIC OPTIONS           980          2/1998      1/2006
# 84 - SUITE 333   PACIFIC SUNWEAR            2,514          8/1995     12/2005
# 85 - SUITE 310   PANDA EXPRESS                817          6/1995      1/2006
# 86 - SUITE 197   PANDA INN                  5,863          5/1985      5/2000
# 87 - SUITE 151   PAPYRUS                    1,111          8/1996      1/2007
# 88 - SUITE 50    PAVILIONS                 43,435          5/1985     12/2001

<PAGE>

WESTSIDE PAVILION - 1998                                                 PAGE 3


                 TENANT                 SQUARE FEET      BEGIN DATE    END DATE
- --------------------------------------  -----------      ----------    --------
# 89 - SUITE 211    PAYLESS SHOES             2,347         12/1997      1/2008
# 90 - SUITE 155    PERFUMANIA                1,010          4/1995      1/2006
# 91 - SUITE 175    PLANET FUNK               1,465         10/1997      1/2002
# 92 - SUITE 505    POLITICALLY INCORR          516          1/1996      1/2007
# 93 - SUITE 380    PRETZEL TIME                829         11/1993      1/2003
# 94 - SUITE 9016   PREVIEWS, ETC                21          3/1998      1/2000
# 95 - SUITE 186    PRIVELEDGE                1,866          8/1995      1/2006
# 96 - SUITE 256    RAMPAGE                   6,422         12/1995      1/2006
# 97 - SUITE 384    RAYMOND SASSOONS            792         12/1995      1/2006
# 98 - SUITE 215    REGIS HAIRSTYLES          1,234          3/1998      1/2008
# 99 - SUITE 341    RIGHT START, THE          2,629         12/1996      1/2007
#100 - SUITE 219    RITZ CAMERA               1,318         10/1994      1/2003
#101 - SUITE 300    SBARRO                      991          5/1991      1/2001
#102 - SUITE 201    SEES                      1,200          6/1997      5/2009
#103 - SUITE 292    SERVIS & TAYLOR             581          7/1995      5/1998
#104 - SUITE 203    SHOE CARE                   492         11/1994      1/2000
#105 - SUITE 135    SHOE LORD                 1,001          8/1994      1/2004
#106 - SUITE 193    SISLEY                    3,255          2/1990      1/2000
#107 - SUITE 293    SKECHERS                  1,956          1/1996      2/2006
#108 - SUITE 231    SPEEDO AUTHENTIC          1,200         12/1996      1/2007
#109 - SUITE 267    SPENCER GIFTS             1,140         11/1993      1/2006
#110 - SUITE 297    SPLENDIFEROUS               701          6/1996      5/2001
#111 - SUITE 330    SPRINT PCS                   36          8/1997      1/2000
#112 - SUITE 158    STEVE MADDEN              2,147          5/1998      1/2008
#113 - SUITE 241    STRUCTURE                 4,345          8/1995      1/2008
#114 - SUITE 375    SUBGLASS HUT              1,310          2/1997      1/2005
#115 - SUITE 221    SUNCOAST MOTION PI        2,546          1/1993      1/2004
#116 - SUITE 229    SUNGLASS PLACE              516          9/1992      1/2002
#117 - SUITE 325    SWEET FACTORY             1,108         10/1994      1/2005
#118 - SUITE 309    TASTIES                     231          5/1985      1/2001
#119 - SUITE 285    THINGS REMEMBERED         1,294          5/1996      1/2007
#120 - SUITE 513    TONY ROMAS                4,309          2/1993      4/2003
#121 - SUITE 263    TRACK N TRAIL             1,782          5/1995      1/2006
#122 - SUITE 395    TUTTO BIMBI               2,988          4/1998      1/2003
#123 - SUITE 170    VENCCI                    2,192         10/1994      1/2004
#124 - SUITE 220    VICTORIA'S SECRET         7,574         11/1991      1/2004
#125 - SUITE 104    WALDENBOOKS               6,557         12/1994      3/2005
#126 - SUITE 202    WATCH COLLECTION            205          2/1998      1/2008
#127 - SUITE 385    WESTIME                   2,432          7/1988      1/2006
#128 - SUITE 373    WESTSIDE ONE HOUR           763          3/1995      5/2005
#129 - SUITE 296    WHAT A KICK                 783          4/1995      1/2000
#130 - SUITE 101    ZALES                     1,966          4/1997      1/2008
                                            -------
  130 TENANTS                               477,270
                                            =======

<PAGE>
                          WESTSIDE PAVILION -- 1998 
                           PROJECT DESIGNATOR: WPAV 
                           REVISION: 7/25/98 @ 8:31 
                           AVERAGE OCCUPANCY REPORT 
                  EXCLUDING DEPT STORE MORE THAN 50 TENANTS, 
                       DEPT STORE MORE THAN 40 TENANTS 
                                7/25/98 @ 8:32 

<TABLE>
<CAPTION>
                            1998    1999     2000    2001     2002    2003     2004 
                          ------- -------  ------- -------  ------- -------  ------- 
<S>                       <C>     <C>      <C>     <C>      <C>     <C>      <C>
JANUARY                   283,032  298,597 299,197  299,197 299,297  299,197 299,197 
FEBRUARY                  284,217  291,296 290,206  283,703 284,905  291,511 274,912 
MARCH                     279,789  291,296 290,206  283,703 284,905  291,511 274,912 
APRIL                     282,777  298,747 299,197  299,197 299,197  299,197 299,197 
MAY                       294,518  298,747 299,197  299,197 299,197  294,888 299,197 
JUNE                      293,937  299,181 293,334  294,868 297,880  294,888 299,197 
JULY                      293,937  299,181 293,334  294,868 297,880  299,197 299,197 
AUGUST                    296,829  298,575 299,197  299,197 299,197  298,728 299,197 
SEPTEMBER                 296,829  298,575 299,197  299,197 299,197  298,728 299,197 
OCTOBER                   297,622  299,197 299,197  299,197 299,197  299,197 299,197 
NOVEMBER                  297,622  299,197 299,197  299,197 299,197  299,197 299,197 
DECEMBER                  298,597  299,197 299,197  299,197 299,197  299,197 299,197 
                          ------- -------  ------- -------  ------- -------  ------- 

AVERAGE SF OCCUPIED-2GLO  291,642  297,649 296,721  295,893 296,596  297,120 295,150 
TOTAL SF-2GLA             354,349  354,349 354,349  354,349 354,349  354,349 354,349 
                          ------- -------  ------- -------  ------- -------  ------- 
OCCUPANCY %                 82.30    84.00   83.74    83.50   83.70    83.85   83.29 
                          ======= =======  ======= =======  ======= =======  ======= 
</TABLE>

                    (RESTUBBED TABLE CONTINUED FROM ABOVE) 

<TABLE>
<CAPTION>
                            2005    2006     2007    2008     2009    2010     2011    2012 
                          ------- -------  ------- -------  ------- -------  ------- ------- 
<S>                       <C>     <C>      <C>     <C>      <C>     <C>      <C>     <C>
JANUARY                   299,197  296,683 299,197  299,197 298,222  299,297 299,197  299,197 
FEBRUARY                  273,395  250,781 270,322  267,163 295,286  271,611 299,197  299,197 
MARCH                     273,395  251,339 270,322  267,163 295,286  271,611 299,197  299,197 
APRIL                     292,640  297,241 299,197  299,197 291,746  290,206 283,703  284,905 
MAY                       292,640  299,197 294,960  293,514 291,746  290,206 283,703  284,905 
JUNE                      297,626  299,197 294,960  293,514 297,547  299,197 299,197  299,197 
JULY                      297,626  299,197 289,276  299,197 297,547  299,197 299,197  299,197 
AUGUST                    299,197  299,197 289,276  297,494 299,181  293,334 294,868  297,880 
SEPTEMBER                 299,197  299,197 299,197  297,494 299,181  293,334 294,868  297,880 
OCTOBER                   299,197  299,197 299,197  298,404 298,575  299,197 299,197  299,197 
NOVEMBER                  296,794  299,197 299,197  298,404 298,575  299,197 299,197  299,197 
DECEMBER                  296,794  299,197 299,197  298,222 299,197  299,197 299,197  298,197 
                          ------- -------  ------- -------  ------- -------  ------- ------- 

AVERAGE SF OCCUPIED-2GLO  293,142  290,802 292,025  292,414 296,841  292,124 295,893  296,596 
TOTAL SF-2GLA             354,349  354,349 354,349  354,349 354,349  354,349 354,349  354,349 
                          ------- -------  ------- -------  ------- -------  ------- ------- 
OCCUPANCY %                 82.73    82.07   82.41    82.52   83.77    82.44   83.50    83.70 
                          ======= =======  ======= =======  ======= =======  ======= ======= 
</TABLE>

<PAGE>

                            (10) WESTSIDE PAVILION
                        CENTER INCOME STATEMENT SUMMARY
                     FOR THE 12 MONTHS ENDING 31 DEC. 1997




<TABLE>
<CAPTION>
                                              MONTH                                   YEAR TO DATE
                             ----------------------------------------  ------------------------------------------
                                                           VARIANCE                                    VARIANCE
                                 ACTUAL        BUDGET        B(W)          ACTUAL         BUDGET         B(W)
                             -------------  -----------  ------------  --------------  ------------  ------------
<S>                          <C>            <C>          <C>           <C>             <C>           <C>
INCOME
 MINIMUM RENT                  1,167,865     1,105,610       62,255      13,000,078     12,940,647       59,431
 PERCENTAGE RENT                  (3,645)          700       (4,345)         33,102         88,178      (55,076)
 SPECIALTY LEASING                58,710        41,250       17,460         787,319        640,546      146,773
 STORAGE RENT                      7,400         3,500        3,900          45,075         42,000        3,075
 NORDSTROM STORAGE RENT           40,975        39,375        1,600         480,450        461,250       19,200
 CAPITAL REVENUE                  11,862        10,500        1,362         124,302        126,000       (1,698)
 OTHER INCOME                     26,285         1,000       25,285          59,607         12,000       47,607
 BAD DEBT                        (10,648)            0      (10,648)        (79,163)             0      (79,163)
                               ---------     ---------      -------      ----------     ----------      -------
TOTAL MALL NON-RECOVERY        1,298,803     1,201,935       96,869      14,450,771     14,310,621      140,150
                               ---------     ---------      -------      ----------     ----------      -------
 
MALL RECOVERABLE REVENUE
 CAM                             388,135       357,966       30,169       4,512,714      4,342,303      170,411
 CAM ADJUSTMENT                        0             0            0         (27,958)             0      (27,958)
 FOOD COURT CAM                  115,202        13,775      101,427         254,558        162,969       91,589
 PROPERTY TAX                    142,819       138,872        3,947       1,669,626      1,666,462        3,164
 PROPERTY TAX ADJUSTMENT               0             0            0         (12,043)             0      (12,043)
 INSURANCE                        33,708        40,121       (6,413)        365,432        481,450     (116,018)
 INSURANCE ADJUSTMENT                  0             0            0          (8,129)             0       (8,129)
 HVAC                             67,898        53,000       14,898         717,714        636,000       81,714
 ELECTRICITY                      91,486        88,825        2,661       1,057,021        999,147       57,875
 WATER/SEWER                       1,845         2,280         (435)         21,178         27,360       (6,182)
                               ---------     ---------      -------      ----------     ----------     --------
TOTAL MALL RECOVERY              841,093       694,839      146,254       8,550,113      8,315,690      234,423
                               ---------     ---------      -------      ----------     ----------     --------
TOTAL REVENUE                  2,139,897     1,896,774      243,123      23,000,884     22,626,311      374,572
                               ---------     ---------      -------      ----------     ----------     --------
 
LANDLORD EXPENSE
 LEGAL FEES                       18,035         6,250      (11,785)         82,010         75,000       (7,010)
 SPECIALITY LEASING                  502         3,254        2,752          37,403         55,771       18,368
 OTHER                          (183,782)       11,144      194,926         154,479        151,727       (2,752)
                               ---------     ---------      -------      ----------     ----------     --------
TOTAL LANDLORD EXPENSE          (165,245)       20,648      185,894         273,892        282,498        8,606
                               ---------     ---------      -------      ----------     ----------     --------
 
RECOVERABLE EXPENSE
 PROPERTY TAXES                  161,398       157,827       (3,571)      1,896,802      1,893,925       (2,877)
 PROFESSIONAL FEES                     0           417          417               0          5,000        5,000
 INSURANCE PREMIUM                40,399        47,080        6,680         430,407        564,954      134,547
 ELECTRICITY                      79,790        77,239       (2,551)        919,565        868,823      (50,742)
 WATER/SEWER                       1,766         1,900          134          21,841         22,800          959
 HVAC                             28,414        35,477        7,064         383,359        395,842       12,483
 FDS                                 368             0         (368)            368              0         (368)
                               ---------     ---------      -------      ----------     ----------     --------
TOTAL RECOVERABLE EXPENSE        312,135       319,939        7,805       3,652,341      3,751,344       99,003
                               ---------     ---------      -------      ----------     ----------     --------
CAM                              365,296       337,136      (28,161)      4,256,816      4,089,623     (167,194)
FOOD COURT                       104,678        12,523      (92,155)        231,723        148,153      (83,570)
                               ---------     ---------      -------      ----------     ----------     --------
TOTAL OPERATING EXPENSES         616,864       690,246       73,382       8,414,773      8,271,618     (143,155)
                               ---------     ---------      -------      ----------     ----------     --------
NET OPERATING INCOME           1,523,033     1,206,528      316,505      14,586,111     14,354,693      231,417
                               ---------     ---------      -------      ----------     ----------     --------

</TABLE>

<PAGE>

                               INCOME STATEMENT
                               WESTSIDE PAVILION
                      FOR THE 12 MONTHS ENDING 31 DEC 1997




<TABLE>
<CAPTION>
                                                     CURRENT PERIOD
                                    ------------------------------------------------
ACCT DESCRIPTION                          ACTUAL           BUDGET         VARIANCE
<S>                                 <C>              <C>              <C>
310  RENTAL REVENUE
3111 MINIMUM RENT                     1,167,865.04     1,105,610.00      62,255.04
3115 PERCENTAGE RENT                     (2,724.48)          699.81      (3,424.29)
3116 UNBILLED PERCENTAGE RENT              (921.00)            0.00        (921.00)
3141 STORAGE RENT                         7,400.00         3,500.00       3,900.00
3142 NORDSTROM STORAGE RENT              40,975.00        39,375.00       1,600.00
3165 CAPITAL REVENUE                     11,862.18        10,500.00       1,362.18
3199 OTHER INCOME                          (700.01)        1,000.00      (1,700.01)
3241 ALARM/FIRE/SPRINKLER SYSTEMS        26,984.84             0.00      26,984.84
3981 BAD DEBTS                          (10,648.27)            0.00     (10,648.27)
                                      ------------     ------------     ----------
310  RENTAL REVENUE                   1,240,093.30     1,160,684.81      79,408.49
315  SPECIALTY LEASING REVENUE
3131 CART/RMU REVENUE                    (1,540.50)          720.00      (2,260.50)
3133 IN-LINE REVENUE                     30,724.54        30,000.00         724.54
3134 DIRECTORY REVENUE                   21,040.00         2,750.00      18,290.00
3135 TRADE SHOW REVENUE                       0.00             0.00           0.00
3136 TELEPHONE REVENUE                    2,810.43         1,800.00       1,010.43
3137 PHOTO REVENUE                            0.00             0.00           0.00
3138 VENDING REVENUE                       4,183.68         2,000.00       2,183.68
3139 OTHER SPEC LEASING REVENUE           1,492.00         3,980.00      (2,488.00)
                                      ------------     ------------     ----------
 315 SPECIALTY LEASING REVENUE           58,710.15        41,250.00      17,460.15
 320 RECOVERY REVENUE
3211 CAM                                418,134.94       380,210.00      37,924.94
3212 UNBILLED CAM                       (30,000.00)      (22,244.01)     (7,755.99)
3213 CAM ADJUSTMENT                           0.00             0.00           0.00
3221 FOOD COURT CAM                      18,202.45        13,775.00       4,427.45
3222 UNBILLED FOOD COURT CAM             97,000.00             0.00      97,000.00
3231 PROPERTY TAX                       166,818.79       145,146.00      21,672.79
3232 UNBILLED PROPERTY TAX              (24,000.00)       (6,273.84)    (17,726.16)
3233 PROPERTY TAX ADJUSTMENT                  0.00             0.00           0.00
3241 INSURANCE                           32,708.18        40,867.10      (8,158.92)
3242 UNBILLED INSURANCE                   1,000.00          (746.26)      1,746.26
3243 INSURANCE ADJUSTMENT                     0.00             0.00           0.00
3271 ELECTRICITY                         91,485.66        88,824.90       2,660.76
3272 UNBILLED ELECTRICITY                     0.00             0.00           0.00
3281 HVAC                                67,898.32        53,000.00      14,898.32
3287 WATER                                1,844.96         2,280.00        (435.04)
                                      ------------     ------------     ----------
     RECOVERY REVENUE                   841,093,30       694,838.89     146,254.41
                                      ------------     ------------     ----------
     TOTAL REVENUE                    2,139,896.75     1,896,773.70     243,123.05
 410 LANDLORD EXPENSES
4221 MAINTENANCE - GENERAL             (213,757.82)          250.00     214,007.82



<CAPTION>
                                                       YEAR TO DATE
                                    ---------------------------------------------------
ACCT DESCRIPTION                          ACTUAL            BUDGET          VARIANCE
<S>                                 <C>               <C>               <C>
310  RENTAL REVENUE
3111 MINIMUM RENT                     13,000,078.15     12,940,647.00       59,431.15
3115 PERCENTAGE RENT                      37,984.29         88,178.31      (50,194.02)
3116 UNBILLED PERCENTAGE RENT             (4,882.00)             0.00       (4,882.00)
3141 STORAGE RENT                         45,074.84         42,000.00        3,074.84
3142 NORDSTROM STORAGE RENT              480,450.00        461,250.00       19,200.00
3165 CAPITAL REVENUE                     124,302.47        126,000.00       (1,697.53)
3199 OTHER INCOME                         32,622.34         12,000.00       20,622.34
3241 ALARM/FIRE/SPRINKLER SYSTEMS         26,984.84              0.00       26,984.84
3981 BAD DEBTS                           (79,163.28)             0.00      (79,163.28)
                                      -------------     -------------      ----------
310  RENTAL REVENUE                   13,663,451.65     13,670,075.31       (6,623.66)
315  SPECIALTY LEASING REVENUE
3131 CART/RMU REVENUE                    258,203.53        291,700.00      (33,496.47)
3133 IN-LINE REVENUE                     323,258.51        208,000.00      115,258.51
3134 DIRECTORY REVENUE                    54,452.40         33,000.00       21,452.40
3135 TRADE SHOW REVENUE                        0.00         12,000.00      (12,000.00)
3136 TELEPHONE REVENUE                    38,804.71         31,466.00        7,338.71
3137 PHOTO REVENUE                         4,700.00          4,700.00            0.00
3138 VENDING REVENUE                      41,437.88         24,000.00       17,437.88
3139 OTHER SPEC LEASING REVENUE           66,462.19         35,680.00       30,782.19
                                      -------------     -------------      ----------
 315 SPECIALTY LEASING REVENUE           787,319.22        640,546.00      146,773.22
 320 RECOVERY REVENUE
3211 CAM                               4,380,714.03      4,342,303.00       38,411.03
3212 UNBILLED CAM                        132,000.00             (0.27)     132,000.27
3213 CAM ADJUSTMENT                      (27,958.17)             0.00      (27,958.17)
3221 FOOD COURT CAM                      238,558.03        162,968.70       75,589.33
3222 UNBILLED FOOD COURT CAM              16,000.00              0.00       16,000.00
3231 PROPERTY TAX                      1,716,625.91      1,666,462.00       50,163.91
3232 UNBILLED PROPERTY TAX               (47,000.00)             0.01      (47,000.01)
3233 PROPERTY TAX ADJUSTMENT             (12,043.10)             0.00      (12,043.10)
3241 INSURANCE                           399,431.92        481,449.90      (82,017.98)
3242 UNBILLED INSURANCE                  (34,000.00)             0.03      (34,000.03)
3243 INSURANCE ADJUSTMENT                 (8,129.20)             0.00       (8,129.20)
3271 ELECTRICITY                         997,021.38        999,146.60       (2,125.22)
3272 UNBILLED ELECTRICITY                 60,000.00              0.00       60,000.00
3281 HVAC                                717,714.26        636,000.00       81,714.26
3287 WATER                                21,177.59         27,360.00       (6,182.41)
                                      -------------     -------------      ----------
 320 RECOVERY REVENUE                  8,550,112.65      8,315,689.97      234,422.68
                                      -------------     -------------      ---------- 
     TOTAL REVENUE                    23,000,883.52     22,626,311.28      374.572.24
 410 LANDLORD EXPENSES
4221 MAINTENANCE - GENERAL                    43.12          3,000.00        2,956.88
</TABLE>

<PAGE>

                               INCOME STATEMENT
                               WESTSIDE PAVILION
                      FOR THE 12 MONTHS ENDING 31 DEC 1997




<TABLE>
<CAPTION>
                                                       CURRENT PERIOD
                                       ----------------------------------------------
ACCT DESCRIPTION                            ACTUAL          BUDGET        VARIANCE
<S>                                    <C>              <C>           <C>
 410 LANDLORD EXPENSES
4261 FEDERAL EXPRESS/MESSENGERS                226.25        100.00         (126.25)
4211 PROFESSIONAL FEES                           0.00          0.00            0.00
4621 LEGAL FEES - GENERAL                   18,034.59      6,250.00      (11,784.59)
4631 AUDIT FEES - GENERAL                   18,000.00          0.00      (18,000.00)
4632 AUDIT FEES - TENANT AUDITS                  0.00        479.17          479.17
4651 BANK CHARGES                               10.00         50.00           40.00
4945 LANDLORD CONTR - MARKETING             11,739.40     10,264.73       (1,474.67)
                                            ---------     ---------      ----------
 410 LANDLORD EXPENSES                    (165,747.58)    17,393.90      183,141.48
 415 SPECIALTY LEASING EXPENSES
4111 PAYROLL - GENERAL                           0.00      1,740.08        1,740.08
4131 PAYROLL TAXES                               0.00        169.65          169.65
4141 EMPLOYEE BENEFITS                           0.00        104.40          104.40
4142 HEALTH INSURANCE                            0.00        180.20          180.20
4171 TRAVEL                                     40.82          0.00          (40.82)
4173 MEALS & ENTERTAINMENT                      60.06        100.00           39.94
4182 SUBSCRIPTIONS/DUES                          0.00          0.00            0.00
4183 TRAINING AND EDUCATION                      0.00          0.00            0.00
4221 MAINTENANCE - GENERAL                       0.00        430.00          430.00
4231 SUPPLIES - GENERAL                        118.96         50.00          (68.96)
4267 TELEPHONES - AUTO/CELLULAR                 56.57         70.00           13.43
4611 PROFESSIONAL FEES                         127.84        150.00           22.16
4621 LEGAL FEES - GENERAL                        0.00          0.00            0.00
4941 ADVERTISING & PROMOTION                     0.00          0.00            0.00
5116 POSTERS/SIGNAGE                            98.00        260.00          162.00
                                          -----------     ---------      ----------
415  SPECIALTY LEASING EXPENSES                502.25      3,254.33        2,752.08
420  RECOVERABLE EXPENSES
4241 ALARM/FIRE/SPRINKLER SYSTEMS              367.50          0.00         (367.50)
4321 REAL PROPERTY TAXES                   161,398.21    157,827.10       (3,571.11)
4322 PROPERTY TAXES - PROF FEES                  0.00        416.67          416.67
4353 INSURANCE PREMIUMS                     40,399.42     47,079.50        6,680.08
4361 ELECTRICITY - GENERAL                  79,790.03     77,239.01       (2,551.02)
4364 WATER                                   1,766.08      1,900.00          133.92
4373 TENANT HVAC                            28,413.53     35,477.03        7,063.50
                                          -----------    ----------      ----------
 420 RECOVERABLE EXPENSES                  312,134.77    319,939.31        7,804.54
 430 COMMON AREA MAINTENANCE
4111 PAYROLL - GENERAL                      22,377.19     21,767.76         (609.43)
4112 PAYROLL - MAINTENANCE                  13,488.04     12,616.58         (871.46)
4131 PAYROLL TAXES                           2,474.25      2,843.57          369.32
4141 EMPLOYEE BENEFITS                       2,595.67      2,578.22          (17.45)
4142 HEALTH INSURANCE                        3,730.83      4,000.75          269.92
4151 WORKERS COMPENSATION
     INSURANCE                                 725.84        648.83          (77.01)



<CAPTION>
                                                        YEAR TO DATE
                                       ----------------------------------------------
ACCT DESCRIPTION                           ACTUAL          BUDGET        VARIANCE
<S>                                    <C>             <C>             <C>
 410 LANDLORD EXPENSES
4261 FEDERAL EXPRESS/MESSENGERS             2,540.88        1,200.00      (1,340.88)
4211 PROFESSIONAL FEES                      9,520,75            0.00      (9,520.75)
4621 LEGAL FEES - GENERAL                  82,009.71       75,000.00      (7,009.71)
4631 AUDIT FEES - GENERAL                  18,000.00       18,000.00           0.00
4632 AUDIT FEES - TENANT AUDITS                 0.00        5,750.04       5,750.04
4651 BANK CHARGES                             120.00          600.00         480.00
4945 LANDLORD CONTR - MARKETING           124,254.52      123,176.76      (1,077.76)
                                          ----------      ----------      ---------
 410 LANDLORD EXPENSES                    236,488.98      226,726.80      (9,762.18)
 415 SPECIALTY LEASING EXPENSES
4111 PAYROLL - GENERAL                     23,724.23       24,838.79       1,114.56
4131 PAYROLL TAXES                          1,639.38        2,686.86       1,047.48
4141 EMPLOYEE BENEFITS                      1,255.10        1,490.28         235.18
4142 HEALTH INSURANCE                       1,887.55        2,135.32         247.77
4171 TRAVEL                                 1,216.62        1,318.75         102.13
4173 MEALS & ENTERTAINMENT                    599.25        1,512.50         913.25
4182 SUBSCRIPTIONS/DUES                       208.75          205.00          (3.75)
4183 TRAINING AND EDUCATION                   315.12          193.75        (121.37)
4221 MAINTENANCE - GENERAL                    676.01       10,160.00       9,483.99
4231 SUPPLIES - GENERAL                       411.90        2,100.00       1,688.10
4267 TELEPHONES - AUTO/CELLULAR               660.08          840.00         179.92
4611 PROFESSIONAL FEES                      2,519.09        1,800.00        (719.09)
4621 LEGAL FEES - GENERAL                       0.00          600.00         600.00
4941 ADVERTISING & PROMOTION                    0.00        2,400.00       2,400.00
5116 POSTERS/SIGNAGE                        2,289.86        3,490.00       1,200.14
                                          ----------      ----------      ---------
415  SPECIALTY LEASING EXPENSES            37,402.94       55,771.25      18,368,31
420  RECOVERABLE EXPENSES
4241 ALARM/FIRE/SPRINKLER SYSTEMS             367.50            0.00        (367.50)
4321 REAL PROPERTY TAXES                1,896,802.22    1,893,925.20      (2,877.02)
4322 PROPERTY TAXES - PROF FEES                 0.00        5,000.04       5,000.04
4353 INSURANCE PREMIUMS                   430,406.71      564,954.00     134,547.29
4361 ELECTRICITY - GENERAL                919,565.14      868,823.08     (50,742.06)
4364 WATER                                 21,840.68       22,800.00         959.32
4373 TENANT HVAC                          383,359.10      395,842.01      12,482.91
                                        ------------    ------------     ----------
 420 RECOVERABLE EXPENSES               3,652,341.35    3,751,344.33      99,002.98
 430 COMMON AREA MAINTENANCE
4111 PAYROLL - GENERAL                    289,866.64      295,685.74       5,819.10
4112 PAYROLL - MAINTENANCE                176,232.41      164,015.56     (12,216.85)
4131 PAYROLL TAXES                         35,908.31       38,671.13       2,762.82
4141 EMPLOYEE BENEFITS                     35,740.66       32,837.53      (2,903.13)
4142 HEALTH INSURANCE                      40,314.35       47,400.18       7,085.83
4151 WORKERS COMPENSATION
     INSURANCE                              6,491.76        7,785.96       1,294.20
</TABLE>

<PAGE>

                               INCOME STATEMENT
                               WESTSIDE PAVILION
                      FOR THE 12 MONTHS ENDING 31 DEC 1997




<TABLE>
<CAPTION>
                                                  CURRENT PERIOD                              YEAR TO DATE
                                     ----------------------------------------- ------------------------------------------
ACCT DESCRIPTION                        ACTUAL        BUDGET      VARIANCE        ACTUAL        BUDGET       VARIANCE
<S>                                  <C>            <C>         <C>            <C>           <C>           <C>
 430 COMMON AREA MAINTENANCE
4162 UNIFORMS - MAINTENANCE                416.37       250.00       (166.37)     3,660.29      3,000.00        (660.29)
4171 TRAVEL                                  0.00        50.00         50.00      3,304.75      4,600.00       1,295.25
4173 MEALS & ENTERTAINMENT                   0.00       150.00        150.00        305.53      1,800.00       1,494.47
4181 STAFF AMENITIES                     2,376.97     3,750.00      1,373.03     10,565.61     12,190.00       1,624.39
4182 SUBSCRIPTIONS/DUES                      0.00        50.00         50.00        604.23        665.00          60.77
4183 TRAINING AND EDUCATION                  0.00       100.00        100.00      1,563.36      2,500.00         936.64
4185 STAFF EMPLOYMENT FEES                   0.00       200.00        200.00      6,285.50      2,400.00      (3,885.50)
4191 TEMPORARY LABOR                     9,389.20       150.00     (9,239.20)    21,493,49     11,800.00      (9,693.49)
4212 CONTRACTS - MAINTENANCE                 0.00         0.00          0.00      7,976.00      7,976.00           0.00
4214 CONTRACTS - SECURITY               82,972.50    63,875.00    (19,097.50)   785,617.50    766,500.00     (19,117.50)
4216 CONTRACTS - CLEANING               (6,558.05)   40,025.26     46,583.31    373,035.67    464,155.76      91,120.09
4217 CONTRACTS - LANDSCAPING             1,400.00     1,400.00          0.00     16,800.00     16,800.00           0.00
4218 CONTRACTS - LANDSCAPING - EXT       1,500.00     1,500.00          0.00     18,000.00     18,000.00           0.00
4219 CONTRACTS - ELEV & ESCAL           13,500.00    12,500.00     (1,000.00)   169,876.26    150,000.00     (19,876.26)
4221 MAINTENANCE - GENERAL              20,741.01    14,348.33     (6,392.68)   263,709.41    225,068.96     (38,640.45)
4223 MAINTENANCE - TRUCKS & AUTOS        1,628.00       200.00     (1,428.00)     3,165.06      2,900.00        (265.06)
4 24 MAINTENANCE - PARKING               9,566.63     5,065.29     (4,501.34)   125,049.16     74,672.48     (50,376.68)
4 25 MAINTENANCE - MACH & EQUIP          6,126.67       250.00     (5,876.67)    16,209.41      3,000.00     (13,209.41)
4226 AIR CONDITIONING REPAIRS           13,749.94     4,500.00     (9,249.94)   141,106.22     62,000.00     (79,106.22)
     ELEVATOR & ESCAL - REPAIRS          4,420.00     1,500.00     (2,920.00)    20,186.88     18,000.00      (2,186.88)
     PLUMBING & DRAINAGE REPAIRS         1,291.01     1,000.00       (291.01)    18,004.88     26,000.00       7,995.12
  29 ROOF / SKYLIGHT REP & MAINT         2,400.00     1,300.00     (1,100.00)     9,910.59     15,600.00       5,689.41
4232 SUPPLIES - MAINTENANCE              4,176.15     5,000.00        823.85     70,532.92     67,500.00      (3,032.92)
4237 SUPPLIES - LANDSCAPING              5,394.81     8,250.00      2,855.19     16,417.11     11,000.00      (5,417.11)
  39 SUPPLIES - LIGHTING                 4,857.76     2,000.00     (2,857.76)    22,468.30     30,000.00       7,531.70
  41 ALARM/FIRE/SPRINKLER SYSTEMS        2,157.00     4,000.00      1,843.00     16,629.76     55,000.00      38,370.24
4243 PEST CONTROL                        1,452.00       580.00       (872.00)     8,872.00      6,960.00      (1,912.00)
  46 TRASH REMOVAL                      27,025.00    13,000.00    (14,025.00)   181,269.86    156,000.00     (25,269.86)
  48 WIRED MUSIC / PA SYSTEM                 0.00       333.00        333.00      1,126.64      3,996.00       2,869.36
4263 POSTAGE                               500.00       450.00        (50.00)     3,939.21      5,400.00       1,460.79
4265 RADIOS, PAGERS & BEEPERS              317.71       800.00        482.29      3,674.39      9,600.00       5,925.61
  66 TELEPHONES                          3,606.10     2,750.00       (856.10)    26,606.80     33,000.00       6,393.20
  28 PERSONAL PROPERTY TAXES                 0.00       525.00        525.00      5,076.47      6,300.00       1,223.53
4331 PERMITS, LICENSES & FEES            9,716.46     5,820.00     (3,896.46)    50,679.96     51,180.00         500.04
4354 INSURNACE - CLAIMS                  1,547.32     7,546.00      5,998.68     97,487.54     90,201.00      (7,286.54)
  55 INSURANCE - LEGAL                     631.00     2,750.00      2,119.00     88,390.34     33,000.00     (55,390.34)
  61 ELECTRICITY - GENERAL              49,226.91    50,138.99        912.08    514,231.90    563,687.87      49,455.97
4362 ELECTRICITY - OUTSIDE              14,287.26     6,934.98     (7,352.28)    91,005.74     78,009.78     (12,995.96)
 364 WATER                               2,270.61     3,250.80        980.19     33,472.42     38,345.40       4,872.98
 365 SEWER                               3,444.81     3,973.20        528.39     39,007.40     46,866.60       7,859.20
4371 HVAC                               10,146.03     8,209.01     (1,937.02)   147,945.30     92,538.15     (55,407.15)
4611 PROFESSIONAL FEES                     909.00       650.00       (259.00)    70,710.29     66,200.00      (4,510.29)
 631 AUDIT FEES - GENERAL                    0.00         0.00          0.00          0.00      5,000.00       5,000.00
 921 COMPUTER SERVICES                   3,881.47     3,355.07       (526.40)    45,853.76     41,411.94      (4,441.82)
4931 MACHINERY/EQUIPMENT RENTAL          6,706.23     3,615.00     (3,091.23)    46,806.52     43,380.00      (3,426.52)
4997 OFFICE SUPPLIES                     1,430.59     1,250.00       (180.59)    13,174.71     15,000.00       1,825.29
 711 DEPR. - GENERAL                     1,300.00     5,335.13      4,035.13     60,452.98     64,021.56       3,568.58
</TABLE>

<PAGE>

                               INCOME STATEMENT
                               WESTSIDE PAVILION
                      FOR THE 12 MONTHS ENDING 31 DEC 1997




<TABLE>
<CAPTION>
                                                   CURRENT PERIOD
                                   -----------------------------------------------
ACCT DESCRIPTION                        ACTUAL          BUDGET         VARIANCE
<S>                                <C>             <C>             <C>
 430 COMMON AREA MAINTENANCE
 430 COMMON AREA MAINTENANCE          365,296.29      337,135.77      (28,160.52)
 440 FOOD COURT CAM
4216 CONTRACTS - CLEANING              96,961.21        6,515.74      (90,445.47)
4221 MAINTENANCE - GENERAL                  0.00          250.00          250.00
4228 PLUMBING & DRAINAGE REPAIRS            0.00          500.00          500.00
4231 SUPPLIES - GENERAL                     0.00            0.00            0.00
4243 PEST CONTROL                       2,178.00          870.00       (1,308.00)
4361 ELECTRICITY - GENERAL              4,352.65        2,706.99       (1,645.66)
4364 WATER                                457.49          756.00          298.51
4365 SEWER                                728.50          924.00          195.50
                                      ----------      ----------      ----------
 440 FOOD COURT CAM                   104,677.85       12,522.73      (92,155.12)
 490 MARKETING DEPARTMENT
3311 PROMOTIONAL CHARGE               (40,290.73)     (35,094.00)       5,196.73
3313 LEASE REQUIRED ADVERTISING          (225.00)        (326.19)        (101.19)
3315 MEDIA FUND                        (8,031.21)      (7,178.32)         852.89
 333 LANDLORD CONTR - REQUIRED        (10,072.69)      (8,598.02)       1,474.67
     LANDLORD CONTR - NON
     REQUIRED                          (1,666.71)      (1,666.71)           0.00
4111 PAYROLL - GENERAL                 13,386.76        7,142.55       (6,244.21)
4131 PAYROLL TAXES                        683.44          728.97           45.53
4141 EMPLOYEE BENEFITS                    249.50            0.00         (249.50)
4142 HEALTH INSURANCE                     408.62          807.36          398.74
   1 UNIFORMS - GENERAL                     0.00            0.00            0.00
4171 TRAVEL                                16.38           20.00            3.62
4173 MEALS & ENTERTAINMENT                284.63          200.00          (84.63)
4182 SUBSCRIPTIONS/DUES                 2,760.00          500.00       (2,260.00)
4183 TRAINING AND EDUCATION                 0.00            0.00            0.00
4191 TEMPORARY LABOR                    5,592.01          200.00       (5,392.01)
4611 PROFESSIONAL FEES                  7,920.00            0.00       (7,920.00)
4619 AGENCY FEE                        10,430.91        6,843.20       (3,587.71)
4931 MACHINERY/EQUIPMENT RENTAL           403.63          200.00         (203.63)
4981 BAD DEBTS                              0.00          851.97          851.97
5112 DIRECT MAIL                            0.00          300.00          300.00
5113 DIRECTORIES/BROCHURES              2,408.00            0.00       (2,408.00)
5114 MEDIA PRODUCTION                   3,917.41          750.00       (3,167.41)
5115 NEWSPAPER/MAGAZINE                36,914.43        6,000.00      (30,914.43)
5116 POSTERS/SIGNAGE                    7,264.05          925.00       (6,339.05)
5118 TELEVISION                        41,350.85       24,000.00      (17,350.85)
5119 BILLBOARDS                         2,500.00            0.00       (2,500.00)
5121 HOLIDAY DECOR                      4,685.47            0.00       (4,685.47)
5122 KIDS CLUB                          1,300.00        1,666.67          366.67
5123 MALL WALKER PROGRAM                    0.00            0.00            0.00
5125 SPECIAL EVENTS                    13,782.05        1,500.00      (12,282.05)
5127 WINDOWS                                0.00            0.00            0.00



<CAPTION>
                                                      YEAR TO DATE
                                   --------------------------------------------------
    DESCRIPTION                         ACTUAL           BUDGET          VARIANCE
<S>                                <C>              <C>              <C>
 430 COMMON AREA MAINTENANCE
 430 COMMON AREA MAINTENANCE         4,256,816.25     4,089,622.60      (167,193.65)
 440 FOOD COURT CAM
4216 CONTRACTS - CLEANING              159,733.48        75,560.24       (84,173.24)
4221 MAINTENANCE - GENERAL               1,224.34         3,000.00         1,775.66
4228 PLUMBING & DRAINAGE REPAIRS             0.00         2,000.00         2,000.00
4231 SUPPLIES - GENERAL                  5,094.78         6,900.00         1,805.22
4243 PEST CONTROL                       13,308.00        10,440.00        (2,868.00)
4361 ELECTRICITY - GENERAL              34,714.81        30,449.07        (4,265.74)
4364 WATER                               7,540.91         8,911.80         1,370.89
4365 SEWER                              10,107.08        10,892.20           785.12
                                     ------------     ------------      -----------
 440 FOOD COURT CAM                    231,723.40       148,153.31       (83,570.09)
 490 MARKETING DEPARTMENT
3311 PROMOTIONAL CHARGE               (417,015.92)     (421,128.00)       (4,112.08)
3313 LEASE REQUIRED ADVERTISING         (5,200.00)       (3,914.28)        1,285.72
3315 MEDIA FUND                        (95,091.09)      (86,139.84)        8,951.25
 333 LANDLORD CONTR - REQUIRED        (104.254.00)     (103,176.24)        1,077.76
     LANDLORD CONTR - NON
     REQUIRED                          (20,000.52)      (20,000.52)            0.00
4111 PAYROLL - GENERAL                 107,803.61        97,603.16       (10,200.45)
4131 PAYROLL TAXES                       8,535.29        10,171.99         1,636.70
4141 EMPLOYEE BENEFITS                   2,385.26             0.00        (2,385.26)
4142 HEALTH INSURANCE                    6,794.80         9,566.20         2,771.40
   1 UNIFORMS - GENERAL                    404.08             0.00          (404.08)
4171 TRAVEL                              1,506.38         3,240.00         1,733.62
4173 MEALS & ENTERTAINMENT                 686.69         1,900.00         1,213.31
4182 SUBSCRIPTIONS/DUES                  9,793.00         5,215.00        (4,578.00)
4183 TRAINING AND EDUCATION              1,254.32         1,550.00           295.68
4191 TEMPORARY LABOR                    11,047.76        11,300.00           252.24
4611 PROFESSIONAL FEES                  33,331.42        27,500.00        (5,831.42)
4619 AGENCY FEE                         75,407.40        81,555.48         6,148.08
4931 MACHINERY/EQUIPMENT RENTAL          5,811.23         6,200.00           388.77
4981 BAD DEBTS                           2,014.70        10,223.64         8,208.94
5112 DIRECT MAIL                           881.82         5,020.00         4,138.18
5113 DIRECTORIES/BROCHURES              15,920.99        16,000.00            79.01
5114 MEDIA PRODUCTION                   13,030.48         9,000.00        (4,030.48)
5115 NEWSPAPER/MAGAZINE                 45,212.57        18,000.00       (27,212.57)
5116 POSTERS/SIGNAGE                    31,614.06        14,100.00       (17,514.06)
5118 TELEVISION                         40,952.68        30,000.00       (10,952.68)
5119 BILLBOARDS                         44,182.13        60,000.00        15,817.87
5121 HOLIDAY DECOR                      15,934.45         8,000.00        (7,934.45)
5122 KIDS CLUB                          17,776.97        20,000.04         2,223.07
5123 MALL WALKER PROGRAM                     8.25             0.00            (8.25)
5125 SPECIAL EVENTS                     90,839.26        93,116.00         2,276.74
5127 WINDOWS                             2,428.13             0.00        (2,428.13)
</TABLE>

<PAGE>

                               INCOME STATEMENT
                               WESTSIDE PAVILION
                      FOR THE 12 MONTHS ENDING 31 DEC 1997




<TABLE>
<CAPTION>
                                                       CURRENT PERIOD
                                      ------------------------------------------------
ACCT DESCRIPTION                           ACTUAL           BUDGET         VARIANCE
<S>                                   <C>              <C>              <C>
490  MARKETING DEPARTMENT
5161 COMMUNITY RELATIONS                    6,071.75         2,416.66      (3,655.09)
5163 NEWSLETTERS                                0.00           150.00         150.00
5165 PUBLIC RELATIONS - TENANTS                 0.00             0.00           0.00
5191 GIFT CERTIFICATES                          0.00             0.00           0.00
5192 MARKETING RESEARCH                         0.00             0.00           0.00
5193 PHOTOGRAPHY                                0.00             0.00           0.00
5194 PROMOTIONAL SUPPLIES                   7,416.35           669.75      (6,746.60)
5196 TOURISM                                    0.00         1,750.00       1,750.00
9999 YEAR-TO-DATE EARNINGS               (109,459.90)       (4,758.93)    104,700.97
                                         -----------        ---------     ----------
 490 MARKETING DEPARTMENT                       0.00            (0.04)         (0.04)
                                         -----------        ---------     ----------
     MALL OPERATING EXPENSES              616,863.58       690,246.00      73,382.42
                                         -----------       ----------     ----------
     NET OPERATING INCOME (NOI)         1,523,033.17     1,206,527.70     316,505.47
                                        ------------     ------------     ----------
     NOI AFTER MALL INTEREST            1,523,033.17     1,206,527.70     316,505.47
 720 MISC. INCOME/EXPENSE
     MALL MANAGEMENT FEES                  30,000.00        30,000.00           0.00
                                        ------------     ------------     ----------
 720 MISC. INCOME/EXPENSE                  30,000.00        30,000.00           0.00
  70 DEPRECIATION & AMORTIZATION
 528 AMORT. - TENANT BUYOUTS                  551.00             0.00        (551.00)
                                        ------------     ------------     ----------
 770 DEPRECIATION & AMORTIZATION              551.00             0.00        (551.00)
                                        ------------     ------------     ----------
     OPERATING/OVERHEAD EXPENSES                0.00             0.00           0.00
                                        ------------     ------------     ----------
     NON-OPERATING INTEREST                     0.00             0.00           0.00
                                        ------------     ------------     ----------
     NET INC BEFORE TAX & EXT ITEMS     1,492,482.17     1,176,527.70     315,954.47
                                        ------------     ------------     ----------
     NET INCOME BEFORE EXT ITEMS        1,492,482.17     1,176,527.70     315,954.47
                                        ------------     ------------     ----------
     NET INCOME (LOSS)                  1,492,482.17     1,176,527.70     315,954.47



<CAPTION>
                                                        YEAR TO DATE
                                      -------------------------------------------------
    DESCRIPTION                            ACTUAL          BUDGET          VARIANCE
<S>                                   <C>             <C>              <C>
 490 MARKETING DEPARTMENT
5161 COMMUNITY RELATIONS                   11,377.06       28,999.92        17,622.86
5163 NEWSLETTERS                              297.01        3,400.00         3,102.99
5165 PUBLIC RELATIONS - TENANTS                36.59            0.00           (36.59)
5191 GIFT CERTIFICATES                        403.90            0.00          (403.90)
5192 MARKETING RESEARCH                       250.00            0.00          (250.00)
5193 PHOTOGRAPHY                            2,252.46        2,000.00          (252.46)
5194 PROMOTIONAL SUPPLIES                  15,339.23       24,697.00         9,357.77
5196 TOURISM                               26,047.55       36,000.00         9,952.45
9999 YEAR-TO-DATE EARNINGS                      0.00            0.00             0.00
                                           ---------       ---------        ---------
 490 MARKETING DEPARTMENT                       0.00           (0.45)           (0.45)
                                           ---------       ---------        ---------
     MALL OPERATING EXPENSES            8,414,772.92    8,271,617.84      (143,155.08)
                                        ------------    ------------      -----------
     NET OPERATING INCOME (NOI)        14,586,110.60   14,354,693.44       231,417.16
                                       -------------   -------------      -----------
     NOI AFTER MALL INTEREST           14,586,110.60   14,354,693.44       231,417.16
 720 MISC. INCOME/EXPENSE
     MALL MANAGEMENT FEES                 360,000.00      360,000.00             0.00
                                       -------------   -------------      -----------
 720 MISC. INCOME/EXPENSE                 360,000.00      360,000.00             0.00
  70 DEPRECIATION & AMORTIZATION 
 528 AMORT. - TENANT BUYOUTS                6,612.00            0.00        (6,612.00)
                                       -------------   -------------      -----------
 770 DEPRECIATION & AMORTIZATION            6,612.00            0.00        (6,612.00)
                                       -------------   -------------      -----------
     OPERATING/OVERHEAD EXPENSES                0.00            0.00             0.00
                                       -------------   -------------      -----------
     NON-OPERATING INTEREST                     0.00            0.00             0.00
                                       -------------   -------------      -----------
     NET INC BEFORE TAX & EXT ITEMS    14,219,498.60   13,994,693.44       224,805.16
                                       -------------   -------------      -----------
     NET INCOME BEFORE EXT ITEMS       14,219,498.60   13,994,693.44       224,805.16
                                       -------------   -------------      -----------
     NET INCOME (LOSS)                 14,219,498.60   13,994,693.44       224,805.16
</TABLE>

<PAGE>

                               INCOME STATEMENT
                               WESTSIDE PAVILION
                      FOR THE 12 MONTHS ENDING 30 JUN 1996

<TABLE>
<CAPTION>
                                                      CURRENT PERIOD
                                    ---------------------------------------------------
                                          ACTUAL            BUDGET          VARIANCE
ACCT DESCRIPTION                    ----------------- ----------------- ---------------
<S>                                 <C>               <C>               <C>
310  RENTAL REVENUE
3111 MINIMUM RENT .................    1,155,232.22      1,173,990.03      (18,757.81)
3115 PERCENTAGE RENT ..............       50,128.69         20,483.48       29,645.21
3116 UNBILLED PERCENTAGE RENT .....      (38,402.00)             0.00      (38,402.00)
3141 STORAGE RENT .................       19,841.94         20,000.00         (158.06)
3142 NORDSTROM STORAGE RENT .......       39,100.00         39,100.00            0.00
3165 CAPITAL REVENUE ..............       10,198.82         14,000.00       (3,801.18)
3199 OTHER INCOME .................        3,985.79          1,000.00        2,985.79
3337 LANDLORD CONTR--PAYBACK ......        4,166.67          4,166.67            0.00
                                       ------------      ------------      ----------
310  RENTAL REVENUE ...............    1,244,252.13      1,272,740.18      (28,488.05)
315  SPECIALTY LEASING REVENUE
3131 CART/RMU REVENUE .............       25,163.00         16,000.00        9,163.00
3133 IN--LINE REVENUE .............       15,184.63          8,130.00        7,054.63
3134 DIRECTORY REVENUE ............        3,600.00              0.00        3,600.00
3135 TRADE SHOW REVENUE ...........            0.00              0.00            0.00
3136 TELEPHONE REVENUE ............        4,115.96          2,420.00        1,695.96
3137 PHOTO REVENUE ................            0.00              0.00            0.00
3138 VENDING REVENUE ..............        2,840.10          1,500.00        1,340.10
3139 OTHER SPEC LEASING
     REVENUE ......................        1,338.42          4,050.00       (2,711.58)
                                       ------------      ------------      ----------
315  SPECIALTY LEASING REVENUE ....       52,242.11         32,100.00       20,142.11
320  RECOVERY REVENUE
3211 CAM ..........................      341,030.83        384,664.12      (43,633.29)
3212 UNBILLED CAM .................      (15,000.00)             0.00      (15,000.00)
3213 CAM ADJUSTMENT ...............            0.00              0.00            0.00
3221 FOOD COURT CAM ...............       22,598.57         14,270.00        8,328.57
3222 UNBILLED FOOD COURT CAM ......      (12,000.00)             0.00      (12,000.00)
3223 FOOD COURT CAM ADJ ...........            0.00              0.00            0.00
3231 PROPERTY TAX .................      137,287.48        172,770.01      (35,482.53)
3232 UNBILLED PROPERTY TAX ........       (2,000.00)             0.00       (2,000.00)
3233 PROPERTY TAX ADJUSTMENT ......            0.00              0.00            0.00
3241 INSURANCE ....................       32,715.22         44,443.04      (11,727.82)
3242 UNBILLED INSURANCE ...........      (33,000.00)             0.00      (33,000.00)
4243 INSURANCE ADJUSTMENT .........            0.00              0.00            0.00
3271 ELECTRICITY ..................       95,917.60         86,580.00        9,337.60
3272 UNBILLED ELECTRICITY .........      (12,000.00)             0.00      (12,000.00)
3281 HVAC .........................       52,486.82         47,650.00        4,836.82
3287 WATER ........................        1,273.62          2,190.00         (916.38)
                                       ------------      ------------      ----------
320  RECOVERY REVENUE .............      609,310.14        752,567.17     (143,257.03)
                                       ------------      ------------     -----------
     TOTAL REVENUE ................    1,905,804.38      2,057,407.35     (151,602.97)
410  LANDLORD EXPENSES
4221 MAINTENANCE--GENERAL .........            0.00              0.00            0.00

<CAPTION>
                                                         YEAR TO DATE
                                    ------------------------------------------------------
                                          ACTUAL             BUDGET           VARIANCE
ACCT DESCRIPTION                    ------------------ ------------------ ----------------
<S>                                 <C>                <C>                <C>
310  RENTAL REVENUE
3111 MINIMUM RENT .................    12,542,506.28      12,875,763.09      (333,256.81)
3115 PERCENTAGE RENT ..............       114,756.96         127,375.58       (12,618.62)
3116 UNBILLED PERCENTAGE RENT .....       (27,386.05)              0.00       (27,386.05)
3141 STORAGE RENT .................       234,906.01         240,000.00        (5,093.99)
3142 NORDSTROM STORAGE RENT .......       469,200.00         469,200.00             0.00
3165 CAPITAL REVENUE ..............       129,709.50         168,000.00       (38,290.50)
3199 OTHER INCOME .................       103,977.88          12,000.00        91,977.88
3337 LANDLORD CONTR--PAYBACK ......        50,000.02          50,000.00             0.02
                                       -------------      -------------      -----------
310  RENTAL REVENUE ...............    13,617,670.60      13,942,338.67      (324,668.07)
315  SPECIALTY LEASING REVENUE
3131 CART/RMU REVENUE .............       382,947.35         341,565.00        41,382.35
3133 IN--LINE REVENUE .............       262,366.06         104,560.00       157,806.06
3134 DIRECTORY REVENUE ............        21,600.00               0.00        21,600.00
3135 TRADE SHOW REVENUE ...........         6,250.00           7,500.00        (1,250.00)
3136 TELEPHONE REVENUE ............        35,611.44          34,385.00         1,226.44
3137 PHOTO REVENUE ................         5,364.20               0.00         5,364.20
3138 VENDING REVENUE ..............        27,404.56          16,700.00        10,704.56
3139 OTHER SPEC LEASING
     REVENUE ......................        35,230.93          58,674.00       (23,443.07)
                                       -------------      -------------      -----------
315  SPECIALTY LEASING REVENUE ....       776,774.54         563,384.00       213,390.54
320  RECOVERY REVENUE
3211 CAM ..........................     4,049,525.42       4,181,957.98      (132,432.56)
3212 UNBILLED CAM .................     1,061,681.53               0.00     1,061,681.53
3213 CAM ADJUSTMENT ...............        61,166.88               0.00        61,166.88
3221 FOOD COURT CAM ...............       227,904.81         187,740.00        40,164.81
3222 UNBILLED FOOD COURT CAM ......       (58,422.00)              0.00       (58,422.00)
3223 FOOD COURT CAM ADJ ...........         8,228.49               0.00         8,228.49
3231 PROPERTY TAX .................     1,685,515.75       1,867,070.47      (181,554.72)
3232 UNBILLED PROPERTY TAX ........       238,429.71               0.00       238,429.71
3233 PROPERTY TAX ADJUSTMENT ......      (152,794.69)              0.00      (152,794.69)
3241 INSURANCE ....................       423,429.93         479,398.90       (55,968.97)
3242 UNBILLED INSURANCE ...........         4,153.00               0.00         4,153.00
4243 INSURANCE ADJUSTMENT .........       (53,686.75)              0.00       (53,686.75)
3271 ELECTRICITY ..................     1,125,180.57       1,038,960.00        86,220.57
3272 UNBILLED ELECTRICITY .........      (146,694.00)              0.00      (146,694.00)
3281 HVAC .........................       631,974.22         571,800.00        60,174.22
3287 WATER ........................        22,172.51          26,280.00        (4,107.49)
                                       -------------      -------------     ------------
320  RECOVERY REVENUE .............     9,127,765.38       8,353,207.35       774,558.03
                                       -------------      -------------     ------------
     TOTAL REVENUE ................    23,522,210.52      22,858,930.02       663,280.50
410  LANDLORD EXPENSES
4221 MAINTENANCE--GENERAL .........         3,812.00               0.00        (3,812.00)
</TABLE>

<PAGE>

                               INCOME STATEMENT
                               WESTSIDE PAVILION
                      FOR THE 12 MONTHS ENDING 30 JUN 1996

<TABLE>
<CAPTION>
                                                   CURRENT PERIOD                                  YEAR TO DATE
                                     ------------------------------------------- ------------------------------------------------
                                         ACTUAL        BUDGET        VARIANCE         ACTUAL          BUDGET         VARIANCE
ACCT DESCRIPTION                     -------------- ------------ --------------- --------------- --------------- ----------------
<S>                                  <C>            <C>          <C>             <C>             <C>             <C>
410  LANDLORD EXPENSES
4261 FEDERAL EXPRESS/
     MESSENGERS ....................       (48.00)       100.00         148.00          357.00        1,200.00           843.00
4621 LEGAL FEES--GENERAL ...........     9,995.13     12,500.00       2,504.87      259,535.81      150,000.00      (109,535.81)
4632 AUDIT FEES--TENANT AUDITS .....      (875.00)       480.00       1,355.00        1,712.50        5,760.00         4,047.50
4651 BANK CHARGES ..................        20.00        190.00         170.00          119.00        2,280.00         2,161.00
4945 LANDLORD
     CONTR--MARKETING ..............     8,435.92      9,910.00       1,474.08      104,056.20      118,920.00        14,863.80
4981 BAD DEBTS .....................    89,691.50          0.00     (89,691.50)     481,979.20            0.00      (481,979.20)
                                        ---------     ---------     ----------      ----------      ----------      -----------
410  LANDLORD EXPENSES .............   107,219.55     23,180.00     (84,039.55)     851,571.71      278,160.00      (573,411.71)
415  SPECIALTY LEASING EXPENSES
4111 PAYROLL--GENERAL ..............     1,027.07      1,630.00         602.93       27,941.52       23,340.00        (4,601.52)
4131 PAYROLL TAXES .................       418.73        130.00        (288.73)       6,556.15        1,980.00        (4,576.15)
4141 EMPLOYEE BENEFITS .............       332.52        100.00        (232.52)       4,741.33        1,430.00        (3,311.33)
4142 HEALTH INSURANCE ..............       509.15        150.00        (359.15)       1,019.44        1,800.00           780.56
4171 TRAVEL ........................         0.00          0.00           0.00        3,192.36        5,730.00         2,537.64
4173 MEALS & ENTERTAINMENT .........         0.00        100.00         100.00        1,248.62        2,450.00         1,201.38
4182 SUBSCRIPTIONS/DUES ............         0.00          0.00           0.00          164.00          210.00            46.00
4183 TRAINING AND EDUCATION ........         0.00          0.00           0.00          451.25          710.00           258.75
4221 MAINTENANCE--GENERAL ..........         0.00        430.00         430.00        4,720.93        9,060.00         4,339.07
4231 SUPPLIES--GENERAL .............       280.15        380.00          99.85        2,366.80        6,060.00         3,693.20
4267 TELEPHONES--AUTO/
     CELLULAR ......................         0.00          0.00           0.00          677.19            0.00          (677.19)
4611 PROFESSIONAL FEES .............       500.00        650.00         150.00        4,738.45       15,300.00        10,561.55
4621 LEGAL FEES--GENERAL ...........         0.00        100.00         100.00          208.91        1,200.00           991.09
4941 ADVERTISING & PROMOTION .......         0.00          0.00           0.00            0.00        3,200.00         3,200.00
5116 POSTERS/SIGNAGE ...............       518.28        260.00        (258.28)       3,770.82        3,760.00           (10.82)
                                       ----------     ---------     ----------      ----------      ----------      -----------
415  SPECIALTY LEASING EXPENSES.....     3,585.90      3,930.00         344.10       61,797.77       76,230.00        14,432.23
420  RECOVERABLE EXPENSES
4321 REAL PROPERTY TAXES ...........   156,040.03    168,926.00      12,885.97    2,211,968.88    2,027,112.00      (184,856.88)
4353 INSURANCE PREMIUMS ............         0.00     38,970.00      38,970.00      455,178.44      467,640.00        12,461.56
4361 ELECTRICITY--GENERAL ..........    73,099.29     75,290.00       2,190.71      850,985.41      903,480.00        52,494.59
4364 WATER .........................     1,649.63      1,900.00         250.37       21,965.28       22,800.00           834.72
4373 TENANT HVAC ...................    33,749.45     36,650.00       2,900.55      365,132.80      439,800.00        74,667.20
                                       ----------    ----------     ----------    ------------    ------------      -----------
420  RECOVERABLE EXPENSES ..........   264,538.40    321,736.00      57,197.60    3,905,230.81    3,860,832.00       (44,398.81)
430  COMMON AREA MAINTENANCE
4111 PAYROLL--GENERAL ..............    27,115.26     18,440.00      (8,675.26)     311,365.06      249,280.00       (62,085.06)
4112 PAYROLL--MAINTENANCE ..........    16,259.69     16,470.00         210.31      232,615.50      214,100.00       (18,515.50)
4114 PAYROLL--SECURITY .............         0.00     39,610.00      39,610.00            0.00      514,920.00       514,920.00
4131 PAYROLL TAXES .................     2,803.28      6,980.00       4,176.72       72,924.72       92,030.00        19,105.28
4141 EMPLOYEE BENEFITS .............     3,220.49      3,450.00         229.51       70,714.58       44,970.00       (25,744.58)
4142 HEALTH INSURANCE ..............     3,015.72      8,260.00       5,244.28       80,315.64       98,520.00        18,204.36
4151 WORKERS COMPENSATION
     INSURANCE .....................         0.00      6,590.00       6,590.00      105,817.67       79,080.00       (26,737.67)
4162 UNIFORMS--MAINTENANCE .........       224.29        260.00          35.71        3,727.31        3,120.00          (607.31)
4164 UNIFORMS--SECURITY ............         0.00        900.00         900.00          753.29       10,800.00        10,046.71
</TABLE>

<PAGE>

                               INCOME STATEMENT
                               WESTSIDE PAVILION
                      FOR THE 12 MONTHS ENDING 30 JUN 1996

<TABLE>
<CAPTION>
                                                       CURRENT PERIOD                               YEAR TO DATE
                                         ------------------------------------------ --------------------------------------------
                                             ACTUAL        BUDGET       VARIANCE        ACTUAL        BUDGET        VARIANCE
ACCT DESCRIPTION                         -------------- ----------- --------------- ------------- ------------- ----------------
<S>                                      <C>            <C>         <C>             <C>           <C>           <C>
430  COMMON AREA MAINTENANCE
4171 TRAVEL ............................        51.00        50.00          (1.00)     2,219.89      5,600.00         3,380.11
4173 MEALS & ENTERTAINMENT .............         0.00       100.00         100.00      2,255.30      1,200.00        (1,055.30)
4181 STAFF AMENITIES ...................       183.75       600.00         416.25      6,258.56      8,200.00         1,941.44
4182 SUBSCRIPTIONS/DUES ................         0.00        20.00          20.00        608.95        240.00          (368.95)
4183 TRAINING AND EDUCATION ............        32.09       100.00          67.91      2,713.69      3,150.00           436.31
4185 STAFF EMPLOYMENT FEES .............       839.70       200.00        (639.70)     2,039.22      2,400.00           360.78
4191 TEMPORARY LABOR ...................       987.50     4,080.00       3,092.50     24,967.92     48,960.00        23,992.08
4212 CONTRACTS--MAINTENANCE ............         0.00     2,050.00       2,050.00      7,976.00      9,640.00         1,664.00
4214 CONTRACTS--SECURITY ...............    63,825.00         0.00     (63,825.00)   766,747.50          0.00      (766,747.50)
4216 CONTRACTS--CLEANING ...............    33,346.50    34,930.00       1,583.50    404,836.18    419,160.00        14,323.82
4217 CONTRACTS--LANDSCAPING ............     1,400.00     1,400.00           0.00     16,800.00     16,800.00             0.00
4218 CONTRACTS--LANDSCAPING--EXT             1,500.00     1,500.00           0.00     18,000.00     18,000.00             0.00
4219 CONTRACTS--ELEV & ESCAL ...........    14,625.18    14,080.00        (545.18)   176,047.34    168,960.00        (7,087.34)
4221 MAINTENANCE--GENERAL ..............    10,995.28    11,520.00         524.72    237,779.15    222,240.00       (15,539.15)
4223 MAINTENANCE--TRUCKS &
     AUTOS .............................        52.27       580.00         527.73      2,403.05      6,960.00         4,556.95
4224 MAINTENANCE--PARKING ..............     1,186.92     1,100.00         (86.92)   567,881.68     13,200.00      (554,681.68)
4225 MAINTENANCE--MACH &
     EQUIP .............................       500.78       500.00          (0.78)    15,358.19      6,000.00        (9,358.19)
4226 AIR CONDITIONING REPAIRS ..........       485.94     1,080.00         594.06     62,135.51     31,720.00       (30,415.51)
4227 ELEVATOR & ESCAL--REPAIRS .........       481.25     1,000.00         518.75     16,131.05     12,000.00        (4,131.05)
4228 PLUMBING & DRAINAGE
     REPAIRS ...........................       484.22     2,000.00       1,515.78     30,552.78     24,000.00        (6,552.78)
4229 ROOF/SKYLIGHT REP & MAINT .........         0.00     1,000.00       1,000.00     11,800.00     12,000.00           200.00
4232 SUPPLIES--MAINTENANCE .............       981.98     7,500.00       6,518.02     82,162.33     90,000.00         7,837.67
4234 SUPPLIES--SECURITY ................    25,000.00     1,000.00     (24,000.00)    55,424.65     73,000.00        17,575.35
4237 SUPPLIES--LANDSCAPING .............       555.70       400.00        (155.70)     9,762.29     14,800.00         5,037.71
4239 SUPPLIES--LIGHTING ................     1,335.20     3,000.00       1,664.80     23,214.14     36,000.00        12,785.86
4241 ALARM/FIRE/SPRINKLER
     SYSTEMS ...........................     2,470.00     1,200.00      (1,270.00)    54,804.69     15,100.00       (39,704.69)
4243 PEST CONTROL ......................         0.00       580.00         580.00      6,566.00      6,960.00           394.00
4246 TRASH REMOVAL .....................    13,845.00    13,450.00        (395.00)   165,986.98    161,400.00        (4,586.98)
4248 WIRED MUSIC/PA SYSTEM .............       435.82       430.00          (5.82)     5,292.28      5,360.00            67.72
4263 POSTAGE ...........................         0.00       380.00         380.00      3,706.08      4,560.00           853.92
4265 RADIOS, PAGERS & BEEPERS ..........       202.45       750.00         547.55      9,081.49      9,000.00           (81.49)
4266 TELEPHONES ........................     2,309.48     2,560.00         250.52     33,405.44     30,702.00        (2,685.44)
4328 PERSONAL PROPERTY TAXES ...........         0.00       400.00         400.00      6,337.96      4,800.00        (1,537.96)
4331 PERMITS, LICENSES & FEES ..........     3,715.48     5,750.00       2,034.52     45,712.72     50,600.00         4,887.28
4353 INSURANCE PREMIUMS ................     2,020.79         0.00      (2,020.79)     4,041.96          0.00        (4,041.96)
4354 INSURANCE--CLAIMS .................    (5,475.52)   10,140.00      15,615.52     73,420.62    121,680.00        48,259.38
4355 INSURANCE--LEGAL ..................    36,289.68     2,830.00     (33,459.68)    52,015.19     33,960.00       (18,055.19)
4361 ELECTRICITY--GENERAL ..............    42,741.21    43,380.00         638.79    546,642.57    520,560.00       (26,082.57)
4362 ELECTRICITY--OUTSIDE ..............     6,248.59     9,030.00       2,781.41     73,494.70    108,360.00        34,865.30
4364 WATER .............................     5,450.12     6,840.00       1,389.88     78,922.45     82,080.00         3,157.55
4371 HVAC ..............................     5,021.26     7,700.00       2,678.74     77,608.93     92,400.00        14,791.07
4611 PROFESSIONAL FEES .................     1,010.00     2,890.00       1,880.00     28,909.52     54,680.00        25,770.48
4621 LEGAL FEES--GENERAL ...............     3,025.75         0.00      (3,025.75)    50,907.71          0.00       (50,907.71)
4631 AUDIT FEES--GENERAL ...............     1,250.00     1,250.00           0.00     15,000.00     15,000.00             0.00
4921 COMPUTER SERVICES .................     3,116.59     3,160.00          43.41     67,246.04     42,920.00       (24,326.04)
4931 MACHINERY/EQUIPMENT
     RENTAL ............................       766.53       780.00          13.47     16,941.28      9,360.00        (7,581.28)
4933 AUTO & TRUCK LEASES ...............         0.00       210.00         210.00     10,501.94      2,520.00        (7,981.94)
</TABLE>

<PAGE>

                               INCOME STATEMENT
                               WESTSIDE PAVILION
                      FOR THE 12 MONTHS ENDING 30 JUN 1996

<TABLE>
<CAPTION>
                                                   CURRENT PERIOD
                                   -----------------------------------------------
                                        ACTUAL          BUDGET         VARIANCE
ACCT DESCRIPTION                   --------------- --------------- ---------------
<S>                                <C>             <C>             <C>
430  COMMON AREA MAINTENANCE
4997 OFFICE SUPPLIES .............        650.63        1,250.00          599.37
6711 DEPR.--GENERAL ..............        170.00          170.00            0.00
                                          ------        --------          ------
430  COMMON AREA MAINTENANCE......    336,752.85      305,880.00      (30,872.85)
440  FOOD COURT CAM
4211 CONTRACTS--GENERAL ..........      5,428.50        7,150.00        1,721.50
4221 MAINTENANCE--GENERAL ........          0.00            0.00            0.00
4228 PLUMBING & DRAINAGE
     REPAIRS .....................          0.00          200.00          200.00
4232 SUPPLIES--MAINTENANCE .......        120.00          300.00          180.00
4236 SUPPLIES--CLEANING ..........          0.00            0.00            0.00
4243 PEST CONTROL ................          0.00          870.00          870.00
4361 ELECTRICITY--GENERAL ........      2,624.66        2,780.00          155.34
4364 WATER .......................      1,657.11        1,670.00           12.89
4371 HVAC ........................      2,279.61            0.00       (2,279.61)
                                      ----------      ----------      ----------
440  FOOD COURT CAM ..............     12,109.88       12,970.00          860.12
490  MARKETING DEPARTMENT
3311 PROMOTIONAL CHARGE ..........    (33,743.67)     (38,858.03)      (5,114.36)
3313 LEASE REQUIRED
     ADVERTISING .................       (326.19)           0.00          326.19
3314 CHRISTMAS CATALOG ...........          0.00            0.00            0.00
3315 MEDIA FUND ..................     (7,133.42)     (11,414.00)      (4,280.58)
3331 LANDLORD CONTR--REQUIRED.....     (8,435.92)      (9,910.00)      (1,474.08)
3337 LANDLORD CONTR--PAYBACK .....      4,166.67        4,166.67            0.00
4111 PAYROLL--GENERAL ............      5,773.89        6,910.00        1,136.11
4131 PAYROLL TAXES ...............        440.12          780.00          339.88
4141 EMPLOYEE BENEFITS ...........        244.90          380.00          135.10
4142 HEALTH INSURANCE ............        336.18          320.00          (16.18)
4171 TRAVEL ......................          0.00            0.00            0.00
4173 MEALS & ENTERTAINMENT .......          0.00           50.00           50.00
4182 SUBSCRIPTIONS/DUES ..........         16.50            0.00          (16.50)
4183 TRAINING AND EDUCATION ......          0.00            0.00            0.00
4191 TEMPORARY LABOR .............          0.00            0.00            0.00
4619 AGENCY FEE ..................      2,395.57            0.00       (2,395.57)
4931 MACHINERY/EQUIPMENT
     RENTAL ......................          0.00            0.00            0.00
4997 OFFICE SUPPLIES .............         30.50          200.00          169.50
5111 COOP ADVERTISING ............          0.00            0.00            0.00
5112 DIRECT MAIL .................          0.00            0.00            0.00
5113 DIRECTORIES/BROCHURES .......      4,310.79            0.00       (4,310.79)
5114 MEDIA PRODUCTION ............          0.00            0.00            0.00
5115 NEWSPAPER/MAGAZINE ..........         17.95            0.00          (17.95)
5116 POSTERS/SIGNAGE .............      2,960.93          500.00       (2,460.93)
5118 TELEVISION ..................          0.00            0.00            0.00
5121 HOLIDAY DECOR ...............          0.00            0.00            0.00
5125 SPECIAL EVENTS ..............          0.00        4,460.00        4,460.00
5127 WINDOWS .....................          0.00            0.00            0.00

<CAPTION>
                                                     YEAR TO DATE
                                   ------------------------------------------------
                                        ACTUAL          BUDGET         VARIANCE
ACCT DESCRIPTION                   --------------- --------------- ----------------
<S>                                <C>             <C>             <C>
430  COMMON AREA MAINTENANCE
4997 OFFICE SUPPLIES .............     15,383.97       15,000.00          (383.97)
6711 DEPR.--GENERAL ..............      2,040.00        2,040.00             0.00
                                       ---------       ---------          -------
430  COMMON AREA MAINTENANCE......  4,868,279.66    3,940,110.00      (928,169.66)
440  FOOD COURT CAM
4211 CONTRACTS--GENERAL ..........     80,827.33       85,800.00         4,972.67
4221 MAINTENANCE--GENERAL ........        771.24       15,000.00        14,228.76
4228 PLUMBING & DRAINAGE
     REPAIRS .....................        600.00        2,400.00         1,800.00
4232 SUPPLIES--MAINTENANCE .......      5,240.55        3,600.00        (1,640.55)
4236 SUPPLIES--CLEANING ..........      1,363.95            0.00        (1,363.95)
4243 PEST CONTROL ................      9,729.00       10,440.00           711.00
4361 ELECTRICITY--GENERAL ........     32,092.13       33,360.00         1,267.87
4364 WATER .......................     19,329.24       20,040.00           710.76
4371 HVAC ........................      4,269.93            0.00        (4,269.93)
                                    ------------    ------------      -----------
440  FOOD COURT CAM ..............    154,223.37      170,640.00        16,416.63
490  MARKETING DEPARTMENT
3311 PROMOTIONAL CHARGE ..........   (416,734.57)    (463,112.00)      (46,377.43)
3313 LEASE REQUIRED
     ADVERTISING .................     (3,914.28)           0.00         3,914.28
3314 CHRISTMAS CATALOG ...........      1,750.00      (45,500.00)      (47,250.00)
3315 MEDIA FUND ..................    (87,561.23)    (136,968.00)      (49,406.77)
3331 LANDLORD CONTR--REQUIRED.....   (104,056.20)    (118,920.00)      (14,863.80)
3337 LANDLORD CONTR--PAYBACK .....     50,000.02       50,000.00            (0.02)
4111 PAYROLL--GENERAL ............     75,671.62       93,040.00        17,368.38
4131 PAYROLL TAXES ...............      6,853.02        7,440.00           586.98
4141 EMPLOYEE BENEFITS ...........     10,715.18        3,630.00        (7,085.18)
4142 HEALTH INSURANCE ............      4,491.11        3,840.00          (651.11)
4171 TRAVEL ......................      1,106.17        2,900.00         1,793.83
4173 MEALS & ENTERTAINMENT .......        464.67        1,100.00           635.33
4182 SUBSCRIPTIONS/DUES ..........      7,352.53        4,340.00        (3,012.53)
4183 TRAINING AND EDUCATION ......        917.58            0.00          (917.58)
4191 TEMPORARY LABOR .............      4,019.01       11,400.00         7,380.99
4619 AGENCY FEE ..................     43,824.16            0.00       (43,824.16)
4931 MACHINERY/EQUIPMENT
     RENTAL ......................      6,858.39        3,700.00        (3,158.39)
4997 OFFICE SUPPLIES .............      3,133.19        2,400.00          (733.19)
5111 COOP ADVERTISING ............      1,210.01       93,440.00        92,229.99
5112 DIRECT MAIL .................      7,789.93        4,600.00        (3,189.93)
5113 DIRECTORIES/BROCHURES .......     10,262.53       36,390.00        26,127.47
5114 MEDIA PRODUCTION ............      2,909.09       63,600.00        60,690.91
5115 NEWSPAPER/MAGAZINE ..........     17,383.35       80,910.00        63,526.65
5116 POSTERS/SIGNAGE .............     14,580.58        6,900.00        (7,680.58)
5118 TELEVISION ..................     44,808.49       75,000.00        30,191.51
5121 HOLIDAY DECOR ...............     45,527.32       19,000.00       (26,527.32)
5125 SPECIAL EVENTS ..............     92,624.31       94,800.00         2,175.69
5127 WINDOWS .....................      6,743.13       11,500.00         4,756.87
</TABLE>

<PAGE>

                               INCOME STATEMENT
                               WESTSIDE PAVILION
                      FOR THE 12 MONTHS ENDING 30 JUN 1996

<TABLE>
<CAPTION>
                                                      CURRENT PERIOD
                                     ------------------------------------------------
                                          ACTUAL          BUDGET         VARIANCE
ACCT DESCRIPTION                     --------------- --------------- ----------------
<S>                                  <C>             <C>             <C>
490  MARKETING DEPARTMENT
5161 COMMUNITY RELATIONS ...........      4,743.42        9,500.00         4,756.58
5163 NEWSLETTERS ...................      1,022.08            0.00        (1,022.08)
5165 PUBLIC RELATIONS--TENANTS .....          0.00          530.00           530.00
5191 GIFT CERTIFICATES .............        160.00          500.00           340.00
5193 PHOTOGRAPHY ...................          0.00            0.00             0.00
5194 PROMOTIONAL SUPPLIES ..........      1,919.39          320.00        (1,599.39)
5196 TOURISM .......................        700.00            0.00          (700.00)
9998 YEAR-TO-DATE
     EARNINGS--MKT .................    (11,165.07)           0.00        11,165.07
                                        ----------        --------        ---------
490  MARKETING DEPARTMENT ..........    (31,565.38)     (31,565.36)            0.02
                                        ----------      ----------        ---------
     MALL OPERATING EXPENSES .......    692,641.20      636,130.64       (56,510.56)
                                        ----------      ----------       ----------
     NET OPERATING INCOME (NOI).....  1,213,163.18    1,421,276.71      (208,113.53)



<CAPTION>
                                                        YEAR TO DATE
                                     --------------------------------------------------
                                          ACTUAL          BUDGET          VARIANCE
ACCT DESCRIPTION                     --------------- --------------- ------------------
<S>                                  <C>             <C>             <C>
490  MARKETING DEPARTMENT
5161 COMMUNITY RELATIONS ...........      61,840.69       41,610.00        (20,230.69)
5163 NEWSLETTERS ...................       1,073.93        1,200.00            126.07
5165 PUBLIC RELATIONS--TENANTS .....         430.94        6,360.00          5,929.06
5191 GIFT CERTIFICATES .............       6,873.90        6,000.00           (873.90)
5193 PHOTOGRAPHY ...................           3.66            0.00             (3.66)
5194 PROMOTIONAL SUPPLIES ..........       7,749.27        3,840.00         (3,909.27)
5196 TOURISM .......................      35,235.80       35,560.00            324.20
9998 YEAR-TO-DATE
     EARNINGS--MKT .................      38,062.70            0.00        (38,062.70)
                                          ---------       ---------        ----------
490  MARKETING DEPARTMENT ..........           0.00            0.00              0.00
                                          ---------       ---------        ----------
     MALL OPERATING EXPENSES .......   9,841,103.32    8,325,972.00     (1,515,131.32)
                                       ------------    ------------     -------------
     NET OPERATING INCOME (NOI).....  13,681,107.20   14,532,958.02       (851,850.82)
</TABLE>

<PAGE>

                               WESTSIDE PAVILION

                        CENTER INCOME STATEMENT SUMMARY
                   FOR THE 6 MONTHS ENDING 31 DECEMBER, 1996




<TABLE>
<CAPTION>
                                                 MONTH                                       YEAR TO DATE
                              --------------------------------------------   ---------------------------------------------
                                                                VARIANCE                                        VARIANCE
                                 ACTUAL         BUDGET            B(W)           ACTUAL          BUDGET           B(W)
                              -----------   --------------   -------------   --------------   ------------   -------------
<S>                           <C>           <C>              <C>             <C>              <C>            <C>
INCOME
 MINIMUM RENT                  1,048,298       1,078,489         (30,191)       6,375,371       6,242,991        132,380
 PERCENTAGE RENT                       0             700            (700)          26,594           6,096         20,498
 SPECIALTY LEASING                47,645          39,625           8,020          527,606         418,220        109,386
 STORAGE RENT                      3,830           3,500             330           52,416          21,000         31,416
 NORDSTROM STORAGE RENT           39,100          37,500           1,600          234,600         225,000          9,600
 CAPITAL REVENUE                  10,401          10,500             (99)          61,473          63,000         (1,527)
 OTHER INCOME                      4,022           1,000           3,022           12,788           6,000          6,788
                               ---------       ---------         -------        ---------       ---------        -------
 TOTAL MALL NON-RECOVERY       1,153,297       1,171,314         (18,017)       7,290,848       6,982,307        308,541
                               ---------       ---------         -------        ---------       ---------        -------
MALL RECOVERABLE REVENUE
 CAM                             427,951         348,378          79,573        2,139,737       2,080,387         59,350
 CAM ADJUSTMENT                        0               0               0             (439)              0           (439)
 FOOD COURT CAM                   12,449          14,363          (1,914)          78,544          88,902        (10,358)
 PROPERTY TAX                    120,115         137,501         (17,386)         799,528         825,006        (25,478)
 INSURANCE                       233,208          37,846         195,362          328,129         227,077        101,051
 HVAC                             56,301          53,000           3,301          364,917         318,000         46,917
 ELECTRICITY                      92,571          88,453           4,118          527,964         525,506          2,458
 WATER/SEWER                       2,036           2,243            (207)          11,632          13,455         (1,823)
                               ---------       ---------         -------        ---------       ---------        -------
TOTAL MALL RECOVERY              944,631         681,783         262,847        4,250,011       4,078,333        171,677
                               ---------       ---------         -------        ---------       ---------        -------
TOTAL REVENUE                  2,097,928       1,853,097         244,830       11,540,859      11,060,640        480,218
                               ---------       ---------         -------       ----------      ----------        -------
LANDLORD EXPENSE
 LEGAL FEES                        7,693          12,500           4,807           10,107          75,000         64,893
 SPECIALTY LEASING                 1,830           3,573           1,743           24,007          36,217         12,210
 BAD DEBT                         26,811          18,531          (8,280)          58,843         110,606         51,764
 OTHER                             8,894           9,248             354           63,004          58,360         (4,643)
                               ---------       ---------         -------       ----------      ----------        -------
TOTAL LANDLORD EXPENSE            45,228          43,852          (1,376)         155,961         280,184        124,223
                               ---------       ---------         -------       ----------      ----------        -------
RECOVERABLE EXPENSE
 PROPERTY TAXES                  139,013         156,703          17,689          919,491         940,217         20,725
 INSURANCE PREMIUM               248,277          39,910        (208,367)         348,748         239,459       (109,289)
 ELECTRICITY                      80,230          73,711          (6,519)         459,089         437,922        (21,167)
 WATER/SEWER                       1,401           1,950             549           10,871          11,700            829
 HVAC                             28,117          32,277           4,160          187,965         191,758          3,794
                               ---------       ---------        --------       ----------      ----------       --------
TOTAL RECOVERABLE EXPENSE        497,039         304,551        (192,488)       1,926,164       1,821,056       (105,108)
                               ---------       ---------        --------       ----------      ----------       --------
CAM                              408,101         333,373         (74,728)       2,038,203       1,990,782        (47,422)
FOOD COURT                        10,908          13,057           2,149           71,306          80,820          9,514
MARKETING                              0           1,748           1,748                0               0              0
                               ---------       ---------        --------       ----------      ----------       --------
TOTAL OPERATING EXPENSES         961,276         696,580        (264,696)       4,191,634       4,172,841        (18,793)
                               ---------       ---------       ---------       ----------      ----------       --------
NET OPERATING INCOME           1,136,652       1,156,517         (19,865)       7,349,225       6,887,799        461,426
                               ---------       ---------       ---------       ----------      ----------       --------
</TABLE>

<PAGE>

                               INCOME STATEMENT 
                              WESTSIDE PAVILION 
                   FOR THE 6 MONTHS ENDING 31 DECEMBER 1996 

<TABLE>
<CAPTION>
                                                 CURRENT PERIOD                                  YEAR TO DATE 
                                 --------------------------------------------------------------------------------------------- 
        ACCT DESCRIPTION             ACTUAL          BUDGET        VARIANCE         ACTUAL           BUDGET        VARIANCE 
- -------------------------------  -------------- --------------  -------------- ---------------  --------------- ------------- 
<S>                              <C>            <C>             <C>            <C>              <C>             <C>
310  RENTAL REVENUE 
11   MINIMUM RENT                 1,048,298.36    1,078,489.00     (30,190.64)    6,375,371.32    6,242,990.83    132,380.49 
15   PERCENTAGE RENT                      0.00          700.00        (700.00)          599.72        6,095.98     (5,496.26) 
3116 UNBILLED PERCENTAGE RENT             0.00            0.00           0.00        25,994.00            0.00     25,994.00 
3141 STORAGE RENT                     3,830.39        3,500.00         330.39        52,415.91       21,000.00     31,415.91 
42   NORDSTROM STORAGE RENT          39,100.00       37,500.00       1,600.00       234,600.00      225,000.00      9,600.00 
3165 CAPITAL REVENUE                 10,401.28       10,500.00         (98.72)       61,473.01       63,000.00     (1,526.99) 
3199 OTHER INCOME                     4,021.53        1,000.00       3,021.52        12,787.89        6,000.00      6,787.89 
                                 -------------- --------------  -------------- ---------------  --------------- ------------- 
0    RENTAL REVENUE               1,105,651.56    1,131,689.00     (26,037.44)    6,763,241.85    6,564,086.81    199,155.04 
315  SPECIALTY LEASING REVENUE 
31   CART/RMU REVENUE                19,344.31          720.00      18,624.31       230,495.25      247,400.00    (16,904.75) 
33   IN-LINE REVENUE                 19,489.61           30.00     (10,510.39)      212,971.07      113,000.00     99,971.07 
3134 DIRECTORY REVENUE                1,150.00       30,000.00        (975.00)        8,200.00       11,775.00     (3,575.00) 
3135 TRADE SHOW REVENUE                   0.00        2,125.00           0.00         3,450.00        3,000.00        450.00 
136  TELEPHONE REVENUE                3,512.95            0.00       1,712.95        20,685.14       13,166.00      7,519.14 
137  PHOTO REVENUE                        0.00        1,800.00           0.00           136.36            0.00        136.36 
3138 VENDING REVENUE                  3,437.40            0.00       1,437.40        20,579.37       12,000.00      8,579.37 
3139 OTHER SPEC LEASING REVENUE         711.20        2,000.00      (2,268.80)       31,089.04       17,879.00     13,210.04 
                                 -------------- --------------  -------------- ---------------  --------------- ------------- 
315  SPECIALY LEASING REVENUE        47,645.47        2,980.00       8,020.47       527,606.23      418,220.00    109,386.23 
20   RECOVERY REVENUE 
211  CAM                            338,950.71      344,105.45      (5,154.74)    2,025,736.53    1,974,381.70     51,254.83 
3212 UNBILLED CAM                    89,000.00        4,272.51      84,727.49       114,000.00      106,005.23      7,994.77 
3213 CAM ADJUSTMENT                       0.00            0.00           0.00          (439.00)           0.00       (439.00) 
221  FOOD COURT CAM                  22,448.63       14,362.69       8.085.94       130,543.58       88,902.02     41,641.56 
222  UNBILLED FOOD COURT CAM        (10,000.00)           0.00    (10.,000.00)      (52,000.00)           0.00    (52,000.00) 
3231 PROPERTY TAX                   139,115.13      137,630.16       1,484.97       833,528.04      789,602.87     43,924.17 
3232 UNBILLED PROPERTY TAX          (19,000.00)        (129.23)    (18,870.77)      (34,000.00)      35,410.71    (69,401.71) 
241  INSURANCE                       31,208.19       38,020.85      (6,812.66)      184,128.55      227,968.65    (43,840.10) 
3242 UNBILLED INSURANCE             202,000.00         (174.62)    202,174.62       144,000.00         (891.25)   144,891.25 
3271 ELECTRICITY                     95,570.84       88,453.17       7,117.67       572,963.94      525,506.44     47,457.50 
3272 UNBILLED ELECTRICITY            (3,000.00)           0.00      (3,000.00)      (45,000.00            0.00    (45,000.00) 
3281 HVAC                            56,301.42       53,000.00       3,301.42       364,916.92      318,000.00     46,916.92 
3287 WATER                            2,035.82        2,242.50        (206.68)       11,631.94       13,455.00     (1,823.06) 
                                 -------------- --------------  -------------- ---------------  --------------- ------------- 
320  RECOVERY REVENUE               944,630.74      681,783.48     262,847.26     4,250,010.50    4,078,333.37    171,677.13 
                                 -------------- --------------  -------------- ---------------  --------------- ------------- 
     TOTAL REVENUE                2,097,927.77    1,853,097.48     244,830.29    11,540,858.58   11,060,640.18    480,218.40 
410  LANDLORD EXPENSES 
4221 MAINTENANCE -GENERAL                 0.00          250.00         250.00             0.00        1,500.00      1,500.00 
4261 FEDERAL EXPRESS/MESSENGERS         138.25           70.00         (68.25)          243.50          420.00        176.50 
4355 INSURANCE -LEGAL                     0.00            0.00           0.00          (196.00)           0.00        196.00 
</TABLE>

<PAGE>
                               INCOME STATEMENT 
                              WESTSIDE PAVILION 
                   FOR THE 6 MONTHS ENDING 31 DECEMBER 1996 

<TABLE>
<CAPTION>
                                                   CURRENT PERIOD                               YEAR TO DATE 
                                     ---------------------------------------------------------------------------------------- 
          ACCT DESCRIPTION              ACTUAL        BUDGET       VARIANCE         ACTUAL         BUDGET         VARIANCE 
- -----------------------------------  ------------ ------------  -------------- --------------  -------------- -------------- 
<S>                                  <C>          <C>           <C>            <C>             <C>            <C>
10   LANDLORD EXPENSES 
4611 PROFESSIONAL FEES                      0.00          0.00           0.00        7,711.93           0.00      (7,711.93) 
621  LEGAL FEES -GENERAL                7,692.94     12,500.00       4,807.06       10,107.30      75,000.00      64,892.70 
632  AUDIT FEES -TENANT AUDITS              0.00          0.00           0.00        2,587.50       2,875.00         287.50 
651  BANK CHARGES                          20.00         50.00          30.00           60.00         300.00         240.00 
4945 LANDLORD CONTR -MARKETING          8,735.37      8,877.51         142.14       52,596.61      53,265.09         668.48 
981  BAD DEBTS                         26,810.72     18.530.97      (8,279.75)      58,842.72     110,606.40      51,763.68 
                                     ------------ ------------  -------------- --------------  -------------- -------------- 
410  LANDLORD EXPENSES                 43,397.28     40,278.48      (3,118.80)     131,953.56     243,966.49     112,012.93 
15   SPECIALTY LEASING EXPENSES 
111  PAYROLL -GENERAL                      (1.26)     1,838.59       1,839.85       13,112.81      11,950.82      (2,161.99) 
4131 PAYROLL TAXES                          0.00        177.98         177.98        1,091.51       1,156.84          65.33 
4141 EMPLOYEE BENEFITS                      0.07        110.32         110.25          950.59         717.05        (233.54) 
142  HEALTH INSURANCE                     184.68        161.41         (23.27)         478.71         968.46         489.75 
171  TRAVEL                               214.18          0.00        (214.18)         373.03       1,000.00         626.97 
4173 MEALS & ENTERTAINMENT                 10.12        100.00          89.88          119.10         800.00         680.90 
182  SUBSCRIPTIONS/DUES                     0.00          0.00           0.00          160.00         165.00           5.00 
221  MAINTENANCE -GENERAL                  40.00        430.00         390.00        2,891.07       9,580.00       6,688.93 
4231 SUPPLIES -GENERAL                      0.00         75.00          75.00          850.15       2,730.00       1,879.85 
4267 TELEPHONES -AUTO/CELLULAR            113.47         70.00         (43.47)         561.91         420.00        (141.91) 
611  PROFESSIONAL FEES                  1,033.00        350.00        (683.00)       1,150.46       2,100.00         949.54 
621  LEGAL FEES -GENERAL                    0.00          0.00           0.00            0.00         300.00         300.00 
4941 ADVERTISING & PROMOTION                0.00          0.00           0.00          150.00       2,400.00       2,250.00 
5116 POSTERS/SIGNAGE                      236.00        260.00          24.00        1,118.00       1,929.00         811.00 
                                     ------------ ------------  -------------- --------------  -------------- -------------- 
415  SPECIALTY LEASING EXPENSES         1,830.26      3,573.30       1,743.04       24,007.34      36,217.17      12,209.83 
420  RECOVERABLE EXPENSES 
4321 REAL PROPERTY TAXES              129,013.40    156,702.75      17,689.35      919,491.05     940,216.50      20,725.45 
4353 INSURANCE PREMIUMS               248,276.97     39,909.76    (208,367.21)     348,747.97     239,458.59    (109,289.38) 
4361 ELECTRICITY -GENERAL              80,229.88     73,710.98      (6,518.90)     459,088.84     437,922.03     (21,166.81) 
4364 WATER                                533.82      1,950.00       1,416.18        5,088.62      11,700.00       6,611.38 
4365 SEWER                                867.59          0.00        (867.59)       5,782.29           0.00      (5,782.29) 
4373 TENANT HVAC                       28,117.35     32,277.08      (4,159.73      187,964.73     191,758.42       3,793.69 
                                     ------------ ------------  -------------- --------------  -------------- -------------- 
420  RECOVERABLE EXPENSES             497,039.01    304,550.57    (192,488.44)   1,926,163.50   1,821,055.54    (105,107.96) 
430  COMMON AREA MAINTENANCE 
4111 PAYROLL -GENERAL                  20,981.40     21,629.26         647.86      130,129.32     138,653.50       8,524.18 
4112 PAYROLL -MAINTENANCE              15,840.39     15,486.07        (354.32)     100,192.53     100,659.44         466.91 
4131 PAYROLL TAXES                      1,337.95      3,053.12         715.17       16,773.16      19,845.28       3,072.12 
4141 EMPLOYEE BENEFITS                  1,437.00      3,454.24       2,017.24       12,922.96      21,630.53       8,707.57 
4142 HEALTH INSURANCE                   3,057.58      4,240.55       1,182.97       15,643.08      25,289.45       9,646.37 
4151 WORKERS COMPENSATION INSURANCE       915.44      1,624.24         708.80        9,036.02       9,745.45         709.43 
4161 UNIFORMS -GENERAL                      0.00          0.00           0.00          150.80           0.00        (150.80) 
4162 UNIFORMS -MAINTENANCE                137.51        260.00         122.49        1,441.36       1,560.00         118.64 
4171 TRAVEL                             1,807.48         50.00      (1,757.48)       1,911.21       3,300.00       1,388.79 
</TABLE>

<PAGE>
                               INCOME STATEMENT 
                              WESTSIDE PAVILION 
                   FOR THE 6 MONTHS ENDING 31 DECEMBER 1996 

<TABLE>
<CAPTION>
                                                CURRENT PERIOD                            YEAR TO DATE 
                                    -------------------------------------------------------------------------------- 
          ACT DESCRIPTION              ACTUAL      BUDGET       VARIANCE       ACTUAL       BUDGET       VARIANCE 
- ----------------------------------  ----------- -----------  ------------- ------------  ------------ ------------- 
<S>                                 <C>         <C>          <C>           <C>           <C>          <C>
0    COMMON AREA MAINTENANCE             18.55       150.00        131.45        311.17       900.00        588.83 
4173 MEALS & ENTERTAINMENT            1,839.69     4,600.00      2,760.31      4,562.09     8,570.00      4,007.91 
81   STAFF AMENITIES                      0.00        50.00         50.00        410.23       300.00       (110.23) 
82   SUBSCRIPTIONS/DUES                   0.00       100.00        100.00        100.00     1,250.00      1,150.00 
4183 TRAINING AND EDUCATION               0.00       200.00        200.00          0.00     1,200.00      1,200.00 
4185 STAFF EMPLOYMENT FEES            5,788.00         0.00     (5,788.00)    13,574.84    10,000.00     (3,574.84) 
91   TEMPORARY LABOR                      0.00         0.00          0.00      3,988.00     3,988.00          0.00 
12   CONTRACTS -MAINTENANCE          63,825.00    63,825.00          0.00    382,950.00   382,950.00          0.00 
4214 CONTRACTS -SECURITY             36,854.94    35,000.00     (1,854.94)   209,374.32   210,000.00        625.68 
4216 CONTRACTS -CLEANING              1,400.00     1,400.00          0.00      7,200.00     8,400.00      1,200.00 
17   CONTRACTS -LANDSCAPING -EXT      1,500.00     1,500.00          0.00     10,200.00     9,000.00     (1,200.00) 
4219 CONTRACTS -ELEV & ESCAL         13,625.18    14,500.00       (125.18)    87,751.08    87,000.00       (751.08) 
4221 MAINTENANCE -GENERAL            19,306.89    11,603.58     (7,703.31)   110,647.42    90,971.50    (19,675.92) 
23   MAINTENANCE -TRUCKS & AUTOS          0.00       300.00        300.00      1,217.85     1,800.00        582.15 
24   MAINTENANCE -PARKING            15,067.63     1,186.92    (13,880.71)    65,736.62     7,121.50    (58,615.12) 
4225 MAINTENANCE -MACH & EQUIP          426.83       250.00       (176.83)     1,232.39     1,500.00        267.61 
26   AIR CONDITIONING REPAIRS         8,776.18     1,500.00     (7,276.18)    40,154.38    13,500.00    (26,654.38) 
27   ELEVATOR & ESCAL -REPAIRS        9,863.70     1,500.00     (8,363.70)    15,234.74     9,000.00     (6,234.74) 
28   PLUMBINB & DRAINAGE REPAIRS         50.00     1,000.00        950.00      9,799.65    13,000.00      3,220.35 
4229 ROOF/SKYLIGHT REP & MAINT            0.00     1,000.00      1,000.00        725.91     6,000.00      5,273.09 
232  SUPPLIES -MAINTENANCE            8,169.47     8,000.00       (169.47)    29,585.31    48,000.00     18,414.69 
235  SUPPLIES -SECURITY                   0.00         0.00          0.00      1,768.37         0.00     (1,768.37) 
4237 SUPPLIES -LANDSCAPING            6,299.27     8,250.00      1,950.73      8,449.07     9,500.00      1,050.93 
4239 SUPPLIES -LIGHTING               5,622.93     2,300.00     (3,322.93)    11,776.51    13,800.00      2,023.49 
241  ALARM/FIRE/SPRINKLER SYSTEMS     5,997.40       500.00     (5,497.40)     9,963.42    11,100.00      1,136.58 
243  PEST CONTRL                        610.00       580.00        (30.00)     3,710.00     3,480.00       (230.00) 
4246 TRASH REMOVAL                   14,820.00    13,000.00     (1,820.00)    78,962.47    78,000.00       (962.47) 
248  WIRED MUSIC/PA SYSTEM              435.82       300.00       (135.82)     2,614.92     1,800.00       (814.92) 
263  POSTAGE                              0.00       380.00        380.00      1,000.00     2,280.00      1,280.00 
265  RADIOS, PAGERS & BEEPERS           173.40       900.00        726.00      1,515.39     5,400.00      3,884.61 
4266 TELEPHONES                         357.44     2,750.00      2,392.57     12,972.64    16,500.00      3,527.36 
328  PERSONAL PROPERTY TAXES              0.00       300.00        300.00        344.69     1,800.00      1,455.31 
331  PERMITS, LICENSES & FEES             0.00     5,620.00      5,620.00     10,770.51    24,240.00     13,469.49 
4353 INSURANCE -PREMIUMS                  0.00     3,987.57      3,987.57          0.00    23,925.41     23,925.41 
4354 INSURANCE -CLAIMS               45,174.00     7,635.17    (37,538.83)    67,323.70    45,811.00    (21,512.70) 
355  INSURANCE -LEGAL                16,657.02     2,500.00    (14,157.02)    48,527.34    15,000.00    (33,527.34) 
361  ELECTRICITY -GENERAL            39,481.99    46,973.99      7,492.00    250,963.59   281,843.93     30,880.34 
4362 ELECTRICITY -OUTSIDE             6,663.54     6,500.81       (162.73)    40,811.84    39,004.88     (1,806.96) 
4364 WATER                            2,587.80     3,195.45        607.65     22,563.60    19,172.70     (3,390.90) 
365  SEWER                            4,184.07     3,973.20       (210.87)    24,198.95    24,807.20        608.25 
371  HVAC                            10,204.43     7,711.51     (2,492.92)    79,423.31    46,269.06    (33,154.25) 
4611 PROFESSIONAL FEES                  645.00     5,750.00      5,105.00     11,263.21    14,500.00      3,236.79 
4621 LEGAL FEES -GENERAL                  0.00     2,083.33      2,083.33     16,185.38    12,500.00     (3,685.38) 
631  AUDIT FEES -GENERAL                  0.00     1,250.00      1,250.00          0.00     7,500.00      7,500.00 
921  COMPUTER SERVICES                2,994.19     2,983.83        (10.36)    18,428.14    17,903.00       (525.14) 
4931 MACHINERY/EQUIPMENT RENTAL      10,910.34     4,815.00     (6,095.34)    27,210.13    29,490.00      2,279.87 
4997 OFFICE SUPPLIES                    255.70     1,500.00      1,244.30      4,518.86     9,000.00      4,481.14 
</TABLE>

<PAGE>
                               INCOME STATEMENT 
                              WESTSIDE PAVILION 
                   FOR THE 6 MONTHS ENDING 31 DECEMBER 1996 

<TABLE>
<CAPTION>
                                                CURRENT PERIOD                                YEAR TO DATE 
                                  ---------------------------------------------------------------------------------------- 
         ACT DESCRIPTION              ACTUAL        BUDGET        VARIANCE        ACTUAL         BUDGET        VARIANCE 
- --------------------------------  ------------- -------------  ------------- --------------  -------------- ------------- 
<S>                               <C>           <C>            <C>           <C>             <C>            <C>
0    COMMON AREA MAINTENANCE 
6711 DEPR. -GENERAL                       0.00        170.00         170.00            0.00       1,020.00      1,020.00 
                                  ------------- -------------  ------------- --------------  -------------- ------------- 
0    COMMON AREA MAINTENANCE        408,101.15    333,372.84     (74,728.31)   2,038,203.48   1,990,781.83    (47,421.65) 
440  FOOD COURT CAM 
216  CONTRACTS -CLEANING              5,999.64      7,200.00       1,200.36       34,284.42      43,200.00      8,915.58 
21   MAINTENANCE -GENERAL                 0.00        200.00         200.00            0.00       2,800.00      2,800.00 
28   PLUMBING & DRAINAGE REPAIRS          0.00        200.00         200.00        2,873.38       1,200.00     (1,673.38) 
4231 SUPPLIES-GENERAL                     0.00        200.00         200.00        4,232.78       2,200.00     (2,032.78) 
243  PEST CONTRL                        915.00        870.00         (45.00)       5,565.00       5,220.00       (345.00) 
61   ELECTRICITY -GENERAL             2,832.10      2,706.99        (125.11)      15,258.68      15,720.02        461.34 
4364 WATER                              429.50        756.00         326.50        4,186.40       4,716.00        529.60 
4365 SEWER                              731.62        924.00         192.38        4,904.99       5,764.00        859.01 
                                  ------------- -------------  ------------- --------------  -------------- ------------- 
0    FOOD COURT CAM                  10,907.86     13,056.99       2,149.13       71,305.65      80,820.02      9,514.37 
490  MARKETING DEPARTMENT 
311  PROMOTIONAL CHARGE             (34,941.48)   (35,455.96)       (514.48)    (210,589.08)   (212,735.78)    (2,146.70) 
313  LEASE REQUIRED ADVERTISING        (225.00)      (326.19)       (101.19)      (1,451.19)     (1,957.14)      (505.95) 
3315 MEDIA FUND                      (7,781.28)    (7,178.32)        602.96      (46,440.72)    (43,069.94)     3,370.78 
331  LANDLORD CONTR -REQUIRED        (8,735.37)    (8,877.51)       (142.14)     (52,596.61)    (53,265.09)      (668.48) 
111  PAYROLL -GENERAL                 7,103.41      6,576.00        (527.41)      35,646.95      42,744.00      7,097.05 
131  PAYROLL TAXES                      520.24        658.92         138.68        3,113.18       4,282.99      1,169.81 
4141 EMPLOYEE BENEFITS                    0.00        220.32         220.32         (244.90)      1,432.08      1,676.98 
142  HEALTH INSURANCE                   608.36        351.33        (257.03)       1,990.94       2,107.97        117.03 
171  TRAVEL                             572.68          0.00        (572.68)         597.72       1,000.00        402.28 
4173 MEALS & ENTERTAINMENT               76.67         50.00         (26.67)         280.62         300.00         19.38 
4182 SUBSCRIPTIONS/DUES                 494.00          0.00        (494.00)       2,638.00         600.00     (2,038.00) 
191  TEMPORARY LABOR                      0.00          0.00           0.00           97.50       2,500.00      2,402.50 
619  AGENCY FEE                      13,063.97      6,884.05      (6,179.92)      30,269.28      41,304.30     11,035.02 
4931 MACHINERY/EQUIPMENT RENTAL           0.00          0.00           0.00        1,722.45       5,000.00      3,277.55 
4981 BAD DEBTS                            0.00        859.21         859.21            0.00       5,155.26      5,155.26 
112  DIRECT MAIL                         32.00          0.00         (32.00)         544.00       1,600.00      1,056.00 
113  DIRECTORIES/BROCHURES            6,504.16          0.00      (6,504.16)       8,102.89       5,779.00     (2,323.89) 
5114 MEDIA PRODUCTION                     0.00          0.00           0.00          312.02           0.00       (312.02) 
115  NEWSPAPER/MAGAZINE               5,557.95          0.00      (5,557.95)      11,216.07      11,020.00       (196.07) 
116  POSTERS/SIGNAGE                  8,068.13        310.00      (7,758.13)      16,248.84       3,660.00    (12,588.84) 
5118 TELEVISION                      15,000.00          0.00      (15,00.00)      15,000.00      15,000.00          0.00 
5119 BILLBOARDS                      38,441.87          0.00     (38,441.87)      38,441.87           0.00    (38,441.87) 
5121 HOLIDAY DECOR                   24,044.95     26,024.00       1,979.05       52,696.78      58,024.00      5,327.22 
5122 KIDS CLUB                        1,505.90      1,200.00        (305.90)       5,105.90       7,800.00      2,694.10 
5125 SPECIAL EVENTS                  10,077.48      4,322.00      (5,755.48)      29,979.81      60,331.00     30,351.19 
5161 COMMUNITY RELATIONS             10,130.11      2,000.00      (8,130.11)      26,795.90       8,000.00    (18,795.90) 
5163 MEWSLETTERS                          0.00          0.00           0.00          290.50         300.00          9.50 
5165 PUBLIC RELATIONS -TENANTS            0.00        250.00         250.00          510.28       1,500.00        989.72 
5191 GIFT CERTIFICATES                    0.00        360.00         360.00          210.00       1,440.00      1,230.00 
5193 PHOTOGRAPHY                          0.00          0.00           0.00          497.95           0.00       (497.95) 
</TABLE>

<PAGE>
                               INCOME STATEMENT 
                              WESTSIDE PAVILION 
                   FOR THE 6 MONTHS ENDING 31 DECEMBER 1996 

<TABLE>
<CAPTION>
                                                     CURRENT PERIOD                                 YEAR TO DATE 
                                     -------------------------------------------------------------------------------------------- 
   
           ACCT DESCRIPTION              ACTUAL          BUDGET        VARIANCE         ACTUAL         BUDGET         VARIANCE 
- -----------------------------------  -------------- --------------  -------------- --------------  -------------- -------------- 
<S>                                  <C>            <C>             <C>            <C>             <C>            <C>
0    MARKETING DEPARTMENT 
5194 PROMOTIONAL SUPPLIES                 2,633.43        1,520.00      (1,113.43)       7,315.61      11,439.00       4,123.39 
98   YEAR-TO-DATE EARNINGS -MKT         (93,441.24)           0.00      93,441.24            0.00           0.00           0.00 
                                     -------------- --------------  -------------- --------------  -------------- -------------- 
490  MARKETING DEPARTMENT                     0.00        1,747.85       1,747.85            0.00          (0.35)         (0.35) 
                                     -------------- --------------  -------------- --------------  -------------- -------------- 
     MALL OPERATING EXPENSES            961,275.56      696,580.03    (264,695.53)   4,191,633.53   4,172,840.70     (18,792.83) 
                                     -------------- --------------  -------------- --------------  -------------- -------------- 
     NET OPERATING INCOME (NOI)       1,136,652.21    1,156,517.45     (19,865.24)   7,349,225.05   6,887,799.48     461,425.57 
     NOI AFTER MALL INTEREST          1,136,652.21    1,156,517.45     (19,865.24)   7,349,225.05   6,887,799.48     461,425.57 
720  MISC. INCOME/EXPENSE 
672  MALL MANAGEMENT FEES                30,000.00            0.00     (30,000.00)     180,000.00           0.00    (180,000.00) 
                                     -------------- --------------  -------------- --------------  -------------- -------------- 
720  MISC. INCOME/EXPENSE                30,000.00            0.00     (30,000.00)     180,000.00           0.00    (180,000.00) 
70   DEPRECIATION & AMORTIZATION 
6528 AMORT. -TENANT BUYOUTS                 551.00            0.00        (551.00)       1,102.00           0.00      (1,102.00) 
                                     -------------- --------------  -------------- --------------  -------------- -------------- 
70   DEPRECIATION & AMORTIZATION            551.00            0.00        (551.00)       1,102.00           0.00      (1,102.00) 
     OPERATING/OVERHEAD EXPENSES              0.00            0.00           0.00            0.00           0.00           0.00 
                                     -------------- --------------  -------------- --------------  -------------- -------------- 
     NET INC BEFORE TAX & EXT ITEMS   1,106,101.21    1,156,517.45     (50,416.24)   7,168,123.05   6,887,799.48     280,323.57 
10   TAX EXPENSE 
0196 INCOME TAX PENALTIES                     0.00            0.00           0.00          755.78           0.00        (755.78) 
                                     -------------- --------------  -------------- --------------  -------------- -------------- 
10   TAX EXPENSE                              0.00            0.00           0.00          755.78           0.00        (755.78) 
                                     -------------- --------------  -------------- --------------  -------------- -------------- 
     NET INCOME BEFORE EXT ITEMS      1,106,101.21    1,156,517.45     (50,416.24)   7,167,367.27   6,887,799.48     279,567.79 
                                     -------------- --------------  -------------- --------------  -------------- -------------- 
     NET INCOME (LOSS)                1,106,101.21    1,156,517.45     (50,416.24)   7,167,367.27   6,887,799.48     279,567.79 
</TABLE>

<PAGE>

                       (01) WESTSIDE PAVILLON                   PRGM: UGLBRO62 
                   CENTER INCOME STATEMENT SUMMARY              DATE: 12/27/95 
               FOR THE 6 MONTHS ENDING 31 DEC 1995              TIME: 21:16:51 

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
                                           MONTH                              YEAR TO DATE 
- -------------------------------------------------------------------------------------------------------
                                                      VARIANCE                               VARIANCE 
                              ACUTAL      BUDGET        B(W)        ACTUAL       BUDGET        B(W) 
- -------------------------------------------------------------------------------------------------------
<S>                        <C>         <C>          <C>         <C>           <C>          <C>
INCOME 
  MINIMUM RENT              1,016,448    1,159,618    (143,169)    5,994,456    5,936,143      58,313 
  PERCENTAGE RENT              16,834       20,483      (3,649)       66,363       86,409     (20,046) 
  SPECIALTY LEASING            52,693       25,605      27,088       447,304      368,804      78,500 
  STORAGE RENT                 22,349       20,000       2,549       117,376      120,000      (2,624) 
  NORDSTROM STORAGE RENT       39,100       39,100           0       234,600      234,600           0 
  CAPITAL REVENUE               1,226       14,000      (2,774)       63,088       84,000     (20,912) 
  MARKETING                     4,167        4,167           0        25,000       25,000           0 
  OTHER INCOME                 (9,836)       1,000     (10,836)       43,317        6,000      37,517 
- -------------------------------------------------------------------------------------------------------
TOTAL MALL NON-RECOVERY     1,153,181    1,283,973    (130,791)    6,991,703    6,860,956     130,747 
- -------------------------------------------------------------------------------------------------------
  MALL RECOVERABLE 
   REVENUE 
  CAM                         250,992      377,483    (126,491)    2,132,776    1,922,627     210,148 
  CAM ADJUSTMENT                    0            0           0        72,010            0      72,010 
  FOOD COURT CAM                9,383       14,270      (4,887)       80,178      102,120     (21,942) 
  FOOD COURT CAM ADJ.           8,228            0       8,228         8,228            0       8,228 
  PROPERTY TAX                155,784      169,449     (13,665)    1,045,343      854,307     191,536 
  PROPERTY TAX ADJUSTMENT           0            0           0      (147,460)           0    (147,460) 
  INSURANCE                    45,105       43,486       1,619       267,288      218,662      48,626 
  INSURANCE ADJUSTMENT              0            0           0       {52,284)         0     (52,284) 
  HVAC                         54,263       47,650       6,613       299,521      285,900      13,621 
  ELECTRICITY                 109,909       86,580      23,329       535,938      519,480      16,458 
  WATER/SEWER                   1,947        2,190        (243)       12,446       13,140        (694) 
- -------------------------------------------------------------------------------------------------------
TOTAL MALL RECOVERY           635,612      741,108    (105,496)    4,254,485    3,916,237     338,249 
- -------------------------------------------------------------------------------------------------------
TOTAL REVENUE               1,788,794    2,025,081    (236,287)   11,246,188   10,777,192     468,995 
- -------------------------------------------------------------------------------------------------------
LANDLORD EXPENSE 
  LEGAL FEES                      350       12,500      12,150       151,110       75,000     (76,110) 
  SPECIALTY LEASING             4,316        3,930        (386)       26,006       43,360      17,355 
  BAD DEBT                     (3,339)           0       3,339       327,632            0    (327,632) 
  OTHER                         9,754       10,680         926        55,729       64,080       8,351 
- -------------------------------------------------------------------------------------------------------
TOTAL LANDLORD EXPENSE         11,082       27,110      16,028       560,477      182,440    (378,037) 
- -------------------------------------------------------------------------------------------------------
RECOVERABLE EXPENSE 
  PROPERTY TAXES              169,330      168,926        (404)    1,136,785    1,013,556    (123,229) 
  INSURANCE PREMIUM            43,792       38,970      (4,822)      259,503      233,820     (25,683) 
  ELECTRICITY                  20,862       75,290      54,428       371,423      451,740      80,317 
  WATER/SEWER                   1,750        1,900         150        11,810       11,400        (410) 
  HVAC                         18,607       36,650      18,043       185,772      219,900      34,128 
- -------------------------------------------------------------------------------------------------------
TOTAL RECOVERABLE EXPENSE     254,342      321,736      67,394     1,965,293    1,930,416     (34,877) 
- -------------------------------------------------------------------------------------------------------
CAM                           236,793      305,880      69,087     2,012,052    2,031,900      19,848 
FOOD COURT                      8,530       12,970       4,440        72,889       92,820      19,931 
MARKETING                      37,555       37,555           0       156,623      156,623           0 
- -------------------------------------------------------------------------------------------------------
TOTAL OPERATING EXPENSES      548,300      705,251     156,950     4,767,333    4,394,199    (373,135) 
- -------------------------------------------------------------------------------------------------------
NET OPERATING INCOME        1,240,493    1,319,830     (79,337)    6,478,855    6,382,994      95,861 
- -------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

4.0 ADA PROVISIONS 

4.1 BACKGROUND 

Westside Pavilion was built in two phases. Pavilion One was constructed in 
1985 and Pavilion Two was constructed in 1990. In Appendix G of this report, 
Pavilion One will be referred to as "PI" and Pavilion Two as "PII". 

Pavilion One was built before the passage of the Americans with Disabilities 
Act of 1990 (ADA) and consequently there are many areas where accessibility 
does not comply with ADA requirements. 

Pavilion Two was built after the passage of ADA and is more closely compliant 
with its provisions than Pavilion One. Refer to the body of the report for 
detailed comments. 

Because ADA is a civil rights law and not a building code, the owners of 
Westside Pavilion have a continuing obligation to remove barriers when 
"readily achievable". To show good faith in the removal of barriers, the 
owners should prepare a plan, including a time-table, indicating when 
barriers will be removed. Refer to pages 1 and 2 of G-8 Audit Report for 
accessibility exceptions. 

Refer to APPENDIX G for ADA AND CBC BACKGROUND INFORMATION and AUDIT REPORT. 

Refer to G-8 Audit Report page numbers indicated adjacent to each heading 
following for ADA and CBC requirements and comments for each design features. 

4.2 ACCESSIBLE SITES AND PARKING (REFER TO PAGES 3 THROUGH 15) 

None of the vehicular entrances to the Pavilion One garage are 80" high, 
rendering all of the parking spaces inside the garage non-compliant. In 
addition to restricted headroom, there are many other non-compliant Design 
Features. Even though it would be "technically infeasible" to increase 
headroom there are other measures that can be taken to provide more 
accessibility, the easiest of which would be to revise parking stall striping 
and add appropriate signs. Parking spaces with excessive slopes should be 
relocated. Additional accessible and van accessible spaces should be added. 
Restricted headroom prevents adding van accessible spaces in the Pavilion One 
parking structure. They can be easily added to the on-grade parking and in 
the Pavilion Two parking structure. 

4.3 CURB RAMPS (REFER TO PAGES 16 AND 17) 

Curb ramps should be added to sidewalks at Pavilion One on-grade parking to 
improve site accessibility. 

<PAGE>

4.4 ENTRANCES (REFER TO PAGES 18 THROUGH 20) 

Pavilion One entrances have automatic sliding doors and are accessible, 
except where there are stairs and no ramp. Because only one accessible route 
is required by ADA, it is not necessary to add ramps. Signage should be 
provided to direct customers to accessible entrances. 

Pavilion One courtyard entrance on Pico Blvd. is level with the city sidewalk
and is accessible.

4.5 ACCESSIBLE INTERIOR ROUTES (REFER TO PAGES 20 THROUGH 24) 

Interior mall routes are accessible. 

Electrical outlets were installed too low, although it is not likely that any
shoppers would want to use them.

4.6 RAMPS (REFER TO PAGES 24 THROUGH 27) 

Ramp slopes are compliant. Handrails in Pavilion One are too large in 
diameter and do not extend the required distance beyond the top and bottom of 
the ramps. 

4.7 STAIRS (REFER TO PAGES 27 THROUGH 33) 

Stairs in Pavilion One have many design features that are non-compliant. 
Stairs are not considered to be part of an accessible route and therefore do 
not have to be modified. 

Stairs in Pavilion Two are generally compliant. 

4.8 DOORS (REFER TO PAGES 34 THROUGH 40) 

Doors without panic devices are wide enough. Doors with panic devices are 
non-compliant because they reduce the clear space to less than 32". Most 
doors require excessive force to open them and close too fast. 

4.9 DRINKING FOUNTAINS (REFER TO PAGES 40 THROUGH 42) 

Hi-lo fountains have been installed and are generally compliant, except that 
water flow is not high enough and the force to operate some fountains is 
excessive. 

<PAGE>

4.10 TOILET ROOMS (REFER TO PAGES 43 THROUGH 45) 

Some components in all public toilets are compliant and some are not. 

4.11 WATER CLOSETS (REFER TO PAGES 46 THROUGH 47) 

Toilet paper dispensers are mounted too low and grab bars do not extend far 
enough from back wall of stall. 

4.12 TOILET STALLS (REFER TO PAGES 46 THROUGH 50) 

Most toilet stalls widths are compliant. In Pavilion One, one toilet stall in 
the men's public toilet and one toilet stall in the women's toilet are too 
narrow to provide 42" clear on the west side. 

4.13 URINALS (REFER TO PAGE 50) 

Urinals are compliant. 

4.14 LAVATORIES AND MIRRORS (REFER TO PAGES 50 THROUGH 52) 

Many counter and lavatory heights and clearances are non-compliant. MIrrors 
are mounted too high. 

4.15 SINKS (REFER TO PAGES 52 AND 53) 

The sink in the Community Room is non-compliant. 

4.16 GRAB BARS (REFER TO PAGES 53 AND 54) 

4.17 ALARMS (SEE PAGES 54 AND 63) 

Refer to electrical report. 

4.18 SIGNAGE (REFER TO PAGES 57 THROUGH 59) 

There is no ADA compliant signage. A sign program should be developed and 
compliant signs installed. There are CBC signs at toilet rooms, but they are 
mounted at non-compliant heights. 

<PAGE>

4.19 TELEPHONES 

There are no provisions made for portable text telephones. Older telephones 
may not be hearing aid compatible and should be checked. The highest operable 
part of most telephones is higher than 54" above the floor. 

4.20 PROPERTIES 

Owners of public accommodations are urged by the Justice Department to
establish procedures for an ongoing assessment of their compliance with the
ADA's barrier removal requirements to diminish the threat of litigation and
save resources by identifying the most efficient means of providing required
access. The following list of priorities, starting with the easiest and
progressing to the most difficult, are presented as a possible guide when
deciding on the sequence for removing barriers. The final decision on removal
of barriers depends upon many factors and must be made by you after
consultation with your economic and legal advisors.

   The "barriers" identified in this evaluation have been categorized into 
the following groups: 

   o  Readily Achievable Barrier Removal/Minimum Cost 

   o  Non-Quite Readily Achievable Barrier Removal/Some Cost 

   o  Difficult Barrier Removal/More Costly 

   o  Technically Infeasible Barrier Removal/Equivalent Facilitation 

   o  Non-Compliant But Not Required To Be Retrofitted 

4.21 READILY ACHIEVABLE BARRIER REMOVAL/MINIMUM COST 

    .1 On-grade parking at Pavilion One: Restripe parking spaces, access 
       aisles, loading zone and valet parking areas. Add signs. Verify that 
       slopes are compliant. 

    .2 Add additional accessible parking and van accessible spaces on level 
       G-1 of Pavilion One. 

    .3 Remove speed bumps. Replace non-compliant gratings with compliant 
       gratings. 

    .4 Provide posts at protruding objects on the walls of Pavilion One. 
 
    .5 Add ramp handrails at exterior ramp near Nordstrom. 

<PAGE>

    .6 Adjust door closers so that they comply with door opening force and 
       minimum closing time requirements. 

    .7 Relocate or remove privacy partition at Men on Level G-1 of Pavilion 
       Two to provide strike side clearance at door. 

    .8 Increase water spout height at drinking fountains. 

    .9 Decrease force required to operate drinking fountains. 

   .10 Decrease force to operate plumbing fixtures. 

   .11 Relocate toilet tissue dispensers. 

   .12 Reposition mirrors to comply with height requirements. 

   .13 Lower thermostat in Community Room. 

4.22 NON-QUITE READILY ACHIEVABLE BARRIER REMOVAL/SOME COST 

    .1 Add curb ramps and sidewalks at Pavilion One on-grade parking area. 

    .2 Relocate curb ramps at designated on-grade accessible parking spaces 
       at Pavilion One. 

    .3 Add detectable warnings at hazardous areas to satisfy State of 
       California requirements when remodeling is done. Not required by ADA. 

    .4 Add covered on-grade accessible parking and van spaces at Pavilion 
       One. 

    .5 Provide signs that comply with ADA and CBC requirements. 

    .6 Replace some grab bars with longer grab bars so that front edges are 
       54" from rear wall of toilet stall. 

    .7 Relocate counters and lavatories to comply with height and dimensional 
       requirements. 

    .8 Relocate sink in Pavilion One Community Room. 

    .9 Replace wall and base cabinets in Pavilion One Community Room. 

   .10 Add electrical outlets and shelves for portable text telephones at 
       bands of 3 or more pay telephones. 

<PAGE>

   .11 Lower pay telephones so that highest operable parts are no higher than 
       54" above the floor. 

   .12 Replace older pay telephones with telephones that have volume controls 
       and are hearing aid compatible. 

   .13 Raise electrical outlets in Pavilion One. 

   .14 Replace non-compliant ramp handrails in Pavilion One with compliant 
       rails. 

   .15 Add curb ramp and striped accessible route to Public Toilets on Level 
       G-1 of Pavilion Two. 

4.23 DIFFICULT BARRIER REMOVAL/MORE COSTLY 

    .1 Replace existing panic devices with devices that project less from 
       face of door. 

    .2 Replace warped hollow metal doors and inoperative finish hardware. 

    .3 Provide ramps and handrails at door to Pavilion One Community Room. 

    .4 Relocate operating controls on toilets so that they are on the wide 
       side of the toilet stall. 

    .5 Remodel loading zone on Pico Blvd. Add curb ramp signs. 

    .6 Relocate toilets to provide required side clearances. 

<PAGE>

4.24 TECHNICAL INFEASIBLE BARRIER REMOVAL/EQUIVALENT FACILITATION 

    .1 While it is "technically infeasible" to provide 8'-2" clear headroom 
       in the Pavilion One parking structure, it is possible to provide 
       "equivalent facilitation" by providing on-grade covered accessible and 
       van accessible parking at Pavilion One. Roof-top accessible parking 
       can be provided if the Pavilion Two ramp to the roof is 8'-2" high. 

4.25 NON-COMPLIANT BUT NOT REQUIRED TO BE RETROFITTED 

    .1 Stairs in existing buildings are not considered to be part of an 
       accessible route and, therefore, do not have to be retrofitted. The 
       checkered plate treads at the Pavilion Two stairs near the loading 
       zone should be replaced because they are warped and buckled and pose a 
       safety hazard. 

4.26 COST SUMMARY 

A summary of cost discussed in this Section is presented in the table below: 

<TABLE>
<CAPTION>
============================================================================================= 
                                           TABLE 4A 
                                 SUMMARY OF ADA COMPLIANT COST 
                                     FOR WESTSIDE PAVILION 
============================================================================================= 
                                 COST ITEM 
- ---------------------------------------------------------------------------
   TEXT                                                                          COST OPINION 
   REF.   ITEM 
- --------------------------------------------------------------------------- 
<S>       <C>                                                                    <C>     
   4.21   Readily Achievable Barrier Removal/Minimum Cost                        $20,000 
- ---------------------------------------------------------------------------------------------
   4.22   Non-Quite Readily Achievable Barrier Removal/Some Cost                 $70,000 
- ---------------------------------------------------------------------------------------------
   4.23   Difficult Barrier Removal/More Costly                                  Not Budgeted 
- ---------------------------------------------------------------------------------------------
   4.24   Technically Infeasible Barrier Removal/Equivalent Facilitation         Not Budgeted 
- ---------------------------------------------------------------------------------------------
   4.25   Non-Compliant But Not Required To Be Retrofitted                       Not Budgeted 
- ---------------------------------------------------------------------------------------------
          TOTAL ADA IMPROVEMENT BUDGET                                           $90,000 
============================================================================================= 
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
==================================================================================================================================
OCCUPANCY COST DETAIL
WESTSIDE PAVILION
- ----------------------------------------------------------------------------------------------------------------------------------
ONLY TENANTS WITH SALES REPORTED                                        FY 1999
                                                           CURRENT     PROJECTED     RENT TO SALES    FY 1999 EXPENSE    OCCUPANCY
SUITE     TENANT                                 SQ.FT.      RENT     SALES/SQ.FT.       RATIO       REIMBURSEMENTS/SF     COST
==================================================================================================================================
<S>       <C>                                     <C>       <C>         <C>              <C>               <C>             <C>  
 616      Baja Buds Del Norte                     2,099     $13.22      $138.69           9.5%             $5.43           13.4%
 361      Banana Republic                         4,830     $45.00      $683.94           6.6%            $33.67           11.5%
 113      Barami Stuido                           2,774     $30.00      $393.69           7.6%            $33.67           16.2%
 174      Bare Escentuals                           724     $75.00      $367.23          20.4%            $34.00           29.7%
 401      Barnes & Noble                         27,586     $30.83      $200.30          15.4%             $7.76           19.3%
 154      Bassini                                 2,384     $45.00      $183.76          24.5%            $34.98           43.5%
 257      Bath & Body Works                       2,403     $42.00      $397.89          10.6%            $30.97           18.3%
 182      Bisou-Bisou                             1,107     $70.00      $763.97           9.2%            $34.98           13.7%
 143      Body Shop, The                            960     $60.00      $855.29           7.0%            $33.67           11.0%
 271      Bombay Company, The                     3,889     $33.00      $326.43          10.1%            $34.32           20.6%
 372      Bon Voyage                              1,415     $40.00      $424.93           9.4%            $74.98           27.1%
 368      Brooks Shoes                            1,060     $48.00      $602.40           8.0%            $34.11           13.6%
 189      BCBG                                    1,826     $57.51    $1,106.32           5.2%            $34.98            8.4%
 324      California Crisp                          603     $90.00      $786.54          11.4%            $54.08           18.3%
 308      California Steak & Fries                  535     $95.00      $585.39          16.2%            $47.82           24.4%
 276      Carlton Hair                            1,057     $68.00      $872.98           7.8%            $31.25           11.4%
 147      Carriage Trade                            909     $60.00      $388.45          15.4%            $33.67           24.1%
 288      Cathy Jean                              1,152     $50.00      $519.08           9.6%            $34.98           16.4%
 124      Champs Sports                           4,488     $33.00      $324.78          10.2%            $31.25           19.8%
 123      Charles David                           1,486     $55.00      $720.56           7.6%            $32.23           12.1%
 235      Claire's Accessories                    1,049     $65.00      $366.20          17.7%            $34.00           27.0%
 332      Coffee Merchant                           751     $75.00      $319.17          23.5%            $34.98           34.5%
 248      Contempo Casuals                        3,628     $38.00      $256.83          14.8%            $34.00           28.0%
 316      Croissants & More                         144    $173.61    $1,104.01          15.7%            $57.82           21.0%
 358      Disney Store, The                       4,500     $22.00      $320.05           6.9%            $29.06           16.0%
 320      East Wind                                 603     $85.00      $698.49          12.2%            $57.81           20.4%
 353      Electronics Boutique                    1,358     $50.00      $944.92           5.3%            $31.25            8.6%
 376      Elza                                    1,147     $55.00      $369.99          14.9%            $34.98           24.3%
 387      Everything But Water                    1,278     $51.00      $418.38          12.2%            $27.26           18.7%
 204      Express                                 8,773     $33.00      $249.03          13.3%            $33.67           26.8%
 318      Fajita Flats                              700     $80.00      $562.45          14.2%            $57.81           24.5%
 171      First Bellissimo                        1,288     $58.00      $401.50          14.4%            $28.36           21.5%
 162      Foot Locker                             2,003     $48.00      $684.74           7.0%            $31.25           11.6%
 268      Franklin Mint Gallery, The              1,355     $45.00      $177.34          25.4%            $33.67           44.4%
 382      Game Keeper, The                          901     $45.00      $349.55          12.9%            $27.26           20.7%
 342      Gap Kids                                6,421     $45.00      $497.19           9.1%            $30.97           15.3%
 232      Gap, The                               10,360     $40.00      $399.40          10.0%            $30.97           17.8%
 321      General Nutrition Center                1,608     $45.00      $593.85           7.6%            $34.00           13.3%
 289      Going To The Game                       1,841     $40.00      $206.12          19.4%            $34.87           36.3%
 301      Goldwyn Pavilion Cinemas                8,321     $25.00      $215.74          11.6%            $31.25           26.1%
 379      Gymboree                                2,177     $45.00      $547.19           8.2%            $31.25           13.9%
 322      Hana Grill                                622     $99.00      $925.55          10.7%            $57.81           16.9%
 304      Hot Dog On A Stick                        507     $98.62      $610.13          16.2%            $57.81           25.6%
 328      Ice N' Cream                              320    $160.00    $1,026.96          15.6%            $55.07           20.9%
 225      J.C.C.                                  1,223     $52.00      $184.41          28.2%            $33.67           46.5%
 136      Jan's Hallmark                          2,810     $45.00      $424.04          10.6%            $34.98           18.9%
 378      Jewelry Connection                        480     $90.00      $555.34          16.2%            $34.98           22.5%
 119      Jones New York                          1,317     $52.98      $318.95          16.6%            $33.67           27.2%
 349      Kay-Bee Toy & Hobby                     3,843     $45.00      $468.09           9.6%            $30.97           16.2%
 251      Kinney Shoes                            2,340     $42.00      $224.43          18.7%            $31.25           32.6%
 227      Lady Footlocker                         2,317     $48.00      $396.12          12.1%            $34.98           20.9%
 200      Lane Bryant                             5,683     $22.00      $251.78           8.7%            $34.00           22.2%
 115      Le Prestige                             1,482     $55.00      $493.42          11.1%            $34.98           18.2%
 159      Leathermode                             1,111     $65.00      $387.13          16.8%            $34.00           25.6%
 114      Lechter's                               6,119     $33.45      $262.03          12.8%            $32.23           25.1%
 199      LensCrafters                            3,192     $35.28      $620.23           5.7%            $23.92            9.5%
 179      Lili's Boutique                         1,474     $55.00      $251.04          21.9%            $34.98           35.8%
 354      Limited Too                             3,322     $40.00      $312.67          12.8%            $30.97           22.7%
 146      Limited, The                            9,921     $33.00      $135.53          24.3%            $30.97           47.2%
 603      Linear                                  1,200     $65.00      $637.12          10.2%            $22.05           13.7%
 100      Lisa's Beauty Supply                    2,021     $30.00      $324.92           9.2%            $34.98           20.0%
 604      McDonald's                              1,152     $51.22      $461.81          11.1%             $7.07           12.6%
 129      Morgan Paris                            2,043     $45.00      $206.00          21.8%            $30.97           36.9%
 397      Motherhood Maternity                      800     $55.00      $406.60          13.5%            $34.98           22.1%
 167      Mrs. Field's Cookies                      808     $90.67      $509.00          17.8%            $34.98           24.7%
 369      Natural Wonders                         2,091     $36.00      $299.05          12.0%            $31.60           22.6%
 326      New York Deli                             602     $91.36      $553.34          16.5%            $57.81           27.0%
 132      Nine West                               3,911     $35.17      $855.17           4.1%            $34.00            8.1%
  1       Nordstrom                             138,128      $1.60      $545.34           0.3%             $0.00            0.3%
 187      Optometric Options                        980    $102.24    $1,064.41           9.6%            $30.97           12.5%

<PAGE>

- ----------------------------------------------------------------------------------------------------------------------------------
ONLY TENANTS WITH SALES REPORTED                                        FY 1999
                                                           CURRENT     PROJECTED     RENT TO SALES    FY 1999 EXPENSE    OCCUPANCY
SUITE     TENANT                                 SQ.FT.      RENT     SALES/SQ.FT.       RATIO       REIMBURSEMENTS/SF     COST
==================================================================================================================================
 333      Pacific Sunwear                         2,514     $45.00      $456.79           9.9%            $33.67           17.2%
 310      Panda Express                             817    $134.64    $1,384.43           9.7%            $56.49           13.8%
 197      Panda Inn                               5,863     $24.00      $279.44           8.6%            $22.48           16.6%
 151      Papyrus                                 1,111     $50.00      $679.82           7.4%            $34.98           12.5%
  50      Pavilions                              43,435     $14.96      $363.99           4.1%             $0.23            4.2%
 155      Perfumania                              1,010     $60.00      $465.22          12.9%            $34.11           20.2%
 505      Politically Incorrect                     516     $30.00      $360.36           8.3%            $27.81           16.0%
 380      Pretzel Time                              829     $55.00      $330.94          16.6%            $33.67           26.8%
 186      Privilege                               1,866     $69.81      $727.52           9.6%            $34.11           14.3%
 256      Rampage                                 6,422     $35.00      $350.79          10.0%            $34.98           19.9%
 384      Raymond Sassoon                           792     $50.51      $348.98          14.5%            $34.98           24.5%
 219      Ritz Camera 1 Hour Photo                1,318     $44.00      $410.89          10.7%            $34.65           19.1%
 300      Sbarro                                    991    $131.18      $683.59          19.2%            $57.81           27.6%
 201      See's Candies                           1,200     $45.00      $811.31           5.5%            $31.25            9.4%
 292      Servis & Taylor                           581     $75.00    $1,431.00           5.2%            $31.19            7.4%
 203      Shoe Care                                 492     $61.00      $336.67          18.1%            $34.98           28.5%
 135      Shoe Lord                               1,001     $60.00      $423.66          14.2%            $34.54           22.3%
 193      Sisley                                  3,255     $31.00      $463.56           6.7%            $23.72           11.8%
 293      Skechers                                1,956     $40.00      $355.23          11.3%            $34.98           21.1%
 267      Spencer Gifts                           1,140     $50.00      $285.93          17.5%            $31.25           28.4%
 297      Splendiferous                             701     $60.00      $515.52          11.6%            $33.66           18.2%
 241      Structure                               4,345     $36.00      $245.23          14.7%            $30.97           27.3%
 221      Suncoast Motion Picture Co.             2,546     $45.32      $353.99          12.8%            $33.67           22.3%
 375      Sunglass Hut                            1,310     $50.00      $311.45          16.1%            $34.54           27.1%
 229      Sunglass Place                            516     $75.00      $381.70          19.6%            $31.62           27.9%
 325      Sweet Factory                           1,108     $55.00      $317.11          17.3%            $34.55           28.2%
 309      Tasties                                   231    $151.52      $996.75          15.2%            $31.25           18.3%
 285      Things Remembered                       1,294     $50.00      $280.07          17.9%            $34.98           30.3%
 513      Tony Roma's                             4,309     $41.00      $431.20           9.5%             $0.00            9.5%
 263      Track 'N Trail                          1,782     $40.00      $241.03          16.6%            $33.67           30.6%
 170      Vencci                                  2,192     $48.00      $467.75          10.3%            $32.23           17.2%
 220      Victoria's Secret                       7,574     $31.00      $340.29           9.1%            $31.25           18.3%
 104      Waldenbooks / Waldenkids                6,557     $25.00      $231.82          10.8%            $32.23           24.7%
 202      Watch Collection                          205    $195.12    $2,203.71           8.9%            $34.98           10.4%
 385      Westime                                 2,432     $45.00      $478.38           9.4%            $34.98           16.7%
 373      Westside One Hour Photo                   763     $55.00      $425.93          12.9%            $34.98           21.1%
 296      What A Kick                               783     $42.00      $393.39          10.7%            $33.67           19.2%
==================================================================================================================================
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
===================================================================================================================
DETAILED EXPIRATION SCHEDULE
WESTSIDE PAVILION
Cushman & Wakefield, Inc.
- -------------------------------------------------------------------------------------------------------------------
                                                                                          LEASE            ANNUAL
                                                   TENANT                SQ.FT.        EXPIRATION         RENT/SF
===================================================================================================================
<S>                                 <C>                                   <C>            <C>               <C>   
1999 Expirations                    1 Baja Buds Del Norte                 2,099          Jan-99            $20.44
(8 leases)                          2 California Steak                      535          Jan-99            $94.99
                                    3 Everything But Water                1,278          Jan-99            $51.00
                                    4 First Bellissimo                    1,288          Jan-99            $58.00
                                    5 Game Keeper                           901          Jan-99            $45.00
                                    6 Hana Grill                            622          Jul-99            $99.01
                                    7 Linear                              1,200          Jan-99            $65.00
                                    8 ATM                                    16          May-99           $937.50
                                                                             --          ------           -------
                                                   TOTAL                  7,939                            $54.00

2000 Expirations                    1 Body Shop                             960          Jan-00            $60.00
(12 leases)                         2 Activate Cellular                     100          Jan-00           $699.96
                                    3 Charles David                       1,486          Jan-00            $55.00
                                    4 Croissants And More                   144          Jan-00           $173.58
                                    5 Leathermode                         1,111          Jan-00            $65.00
                                    6 East Wind                             603          Jan-00            $85.00
                                    7 Previews, Etc.                         21          Jan-00           $952.57
                                    8 Shoe Care                             492          Jan-00            $61.00
                                    9 Sisley                              3,255          Jan-00            $31.00
                                   10 Sprint PCS                             36          Jan-00           $866.67
                                   11 What a Kick                           783          Jan-00            $42.01
                                   12 Panda Inn                           5,863          May-00            $24.00
                                                                          -----                            ------
                                                   TOTAL                 14,854                            $48.04

2001 Expirations                    1 BCBG                                1,826          Jan-01            $73.20
(12 leases)                         2 Footlocker                          2,003          Jan-01            $48.00
                                    3 Bisou Bisou                         1,107          Jan-01            $74.01
                                    4 Sbarro                                991          Jan-01           $131.18
                                    5 Carlton Hair                        1,057          Jan-01            $68.00
                                    6 Lady Footlocker                     2,317          Jan-01            $48.00
                                    7 Champs                              4,488          Jan-01            $33.00
                                    8 Tasties                               231          Jan-01           $151.53
                                    9 Lili's Boutique                     1,474          Jan-01            $59.97
                                   10 Splendiferous                         701          May-01            $60.00
                                   11 Contempo Casuals                    3,628          May-01            $38.00
                                   12 Pavilions                          43,435          Dec-01            $14.96
                                                                         ------                            ------
                                                   TOTAL                 63,258                            $27.29

2002 Expirations                    1 Lenscrafters                        3,192          Jan-02            $35.57
(9 leases)                          2 Going to the Game                   1,841          Jan-02            $40.00
                                    3 Bon Boyage                          1,415          Jan-02            $40.00
                                    4 JCC                                 1,223          Jan-02            $54.00
                                    5 Coffee Merchant                       751          Jan-02            $75.00
                                    6 Sunglass Place                        516          Jan-02            $75.00
                                    7 Planet Funk                         1,465          Jan-02            $50.00
                                    8 Bombay Company                      3,889          Jan-02            $33.00
                                    9 Jones New York                      1,317          May-02            $52.98
                                                                          -----                            ------
                                                   TOTAL                 15,609                            $43.32


2003 Expirations                    1 Fajita Flats                          700          Jan-03            $80.01
(10 leases)                         2 Colorado Pen                          180          Jan-03           $266.67
                                    3 King ATM                               12          Jan-03           $850.00
                                    4 Pretzel Time                          829          Jan-03            $60.00
                                    5 Hot Dog On A Stick                    507          Jan-03            $98.63
                                    6 Ritz Camera                         1,318          Jan-03            $48.00
                                    7 Tutto Bimbi                         2,988          Jan-03            $30.00
                                    8 McDonalds                           1,152          Jan-03            $53.82
                                    9 Tony Romas                          4,309          Apr-03            $41.00
                                   10 LA Nails                              469          Jul-03            $60.00
                                                                            ---                            ------
                                                   TOTAL                 12,464                            $50.84

2004 Expirations                    1 Carriage Trade                        909          Jan-04            $60.00
(9 leases)                          2 2ture                               2,546          Jan-04            $45.32
                                    3 Marami Studio                       2,774          Jan-04            $30.00
                                    4 Franklin Mint                       1,355          Jan-04            $48.00
                                    5 Shoe Lord                           1,001          Jan-04            $65.00
                                    6 Kay Bee Toy                         3,843          Jan-04            $45.00
                                    7 Vencci                              2,192          Jan-04            $55.00
                                    8 Victoria's Secret                   7,574          Jan-04            $31.00
                                    9 Natural Wonders                     2,091          Jan-04            $36.00
                                                                          -----                            ------
                                                   TOTAL                 24,285                            $40.63

2005 Expirations                    1 BCBG Shoes                            808          Jan-05            $65.00
(18 leases)                         2 New York Deli                         602          Jan-05            $99.67
                                    3 Jans Hallmark                       2,810          Jan-05            $45.00
                                    4 Sunglass Hut                        1,310          Jan-05            $55.00
                                    5 Le Prestige                         1,482          Jan-05            $55.00
                                    6 Elza Jewelers                       1,147          Jan-05            $55.00
                                    7 Sweet Factory                       1,108          Jan-05            $55.00
===================================================================================================================

<PAGE>

===================================================================================================================
DETAILED EXPIRATION SCHEDULE
WESTSIDE PAVILION
Cushman & Wakefield, Inc.
- -------------------------------------------------------------------------------------------------------------------
                                                                                          LEASE            ANNUAL
                                                   TENANT                SQ.FT.        EXPIRATION         RENT/SF
===================================================================================================================
                                    8 Lecthers                            6,119          Jan-05            $44.00
                                    9 Jewelry Connection                    480          Jan-05            $95.00
                                   10 Bare Escentials                       724          Jan-05            $80.01
                                   11 Limited Too                         3,322          Jan-05            $40.00
                                   12 Brooks Children                     1,060          Jan-05            $54.41
                                   13 Banana Republic                     4,830          Jan-05            $52.94
                                   14 Waldenbooks                         6,557          Mar-05            $25.00
                                   15 Westside One Hour                     763          May-05            $60.00
                                   16 Mrs. Fields                           808          May-05            $90.67
                                   17 Bath & Body Works                   2,403          Oct-05            $42.00
                                   18 Pacific Sunwear                     2,514          Dec-05            $45.00
                                                                         ------                            ------
                                                   TOTAL                 38,847                            $47.17
                                                                                      
2006 Expirations                    1 Gap, The                           10,360          Jan-06            $40.00
(19 leases)                         2 Spencer Gifts                       1,140          Jan-06            $50.00
                                    3 Panda Express                         817          Jan-06           $185.74
                                    4 General Nutrition                   1,608          Jan-06            $47.81
                                    5 Field Mgt Associat                  2,308          Jan-06            $27.02
                                    6 Perfumania                          1,010          Jan-06            $60.00
                                    7 Electronica Boutique                1,358          Jan-06            $76.06
                                    8 Lisas Beauty Supply                 2,021          Jan-06            $40.00
                                    9 Claires Boutique                    1,049          Jan-06            $65.00
                                   10 Priveledge                          1,866          Jan-06            $69.81
                                   11 Track N Trail                       1,782          Jan-06            $40.00
                                   12 Rampage                             6,422          Jan-06            $35.00
                                   13 Raymond Sassoon                       792          Jan-06            $55.00
                                   14 Bassini                             2,384          Jan-06            $50.00
                                   15 Cathy Jean                          1,152          Jan-06            $50.00
                                   16 Westime                             2,432          Jan-06            $55.00
                                   17 Gap Kids                            6,421          Jan-06            $45.00
                                   18 Optometric Options                    980          Jan-06           $114.49
                                   19 Skechers                            1,956          Feb-06            $40.00
                                                                         ------                            ------
                                                   TOTAL                 47,858                            $48.79
                                                                                      
2007 Expirations                    1 Papyrus                             1,111          Jan-07            $66.41
(15 leases)                         2 Motherhood Maternity                  800          Jan-07            $60.00
                                    3 Gymboree                            2,177          Jan-07            $55.00
                                    4 Things Remembered                   1,294          Jan-07            $50.00
                                    5 Garden Botanika                     2,053          Jan-07            $45.00
                                    6 Politically Incorrect                 516          Jan-07            $30.16
                                    7 CA Crisp                              603          Jan-07           $109.77
                                    8 Speedo Authentic                    1,200          Jan-07            $52.00
                                    9 Ice N Cream                           320          Jan-07           $180.00
                                   10 Bebe                                2,471          Jan-07            $65.00
                                   11 Goldwin Pavilion                    8,321          Jan-07            $30.10
                                   12 Guess?                              5,380          Jan-07            $45.00
                                   13 Right Start, The                    2,629          Jan-07            $40.00
                                   14 Banana Repub. (Men)                 4,237          Apr-07            $40.00
                                   15 Limited, The                        9,921          Jun-07            $35.00
                                                                         ------                            ------
                                                   TOTAL                 43,033                            $43.58
                                                                                      
2008 Expirations                    1 Morgan De Toi                       2,043          Jan-08            $45.00
(12 leases)                         2 Kinney Shores                       2,340          Jan-08            $42.00
                                    3 Express Compagnie                   8,773          Jan-08            $37.00
                                    4 Steve Madden                        2,147          Jan-08            $38.43
                                    5 Structure                           4,345          Jan-08            $40.00
                                    6 Easy Spirit                           945          Jan-05            $60.00
                                    7 Lids                                1,189          Jan-08            $47.00
                                    8 Watch Collection                      205          Jan-08           $223.40
                                    9 Payless Shoes                       2,347          Jan-08            $20.00
                                   10 Disney Store, The                   4,500          Jan-08            $24.00
                                   11 Regis Hairstyles                    1,234          Jan-08            $35.00
                                   12 Zales                               1,966          Jan-08            $61.50
                                                                         ------                            ------
                                                   TOTAL                 32,034                            $38.98
                                                                                      
2009 Expirations                    1 Nine West                           3,911          Jan-09            $64.53
(2 leases)                          2 See's                               1,200          May-09            $73.47
                                                                          -----                            ------
                                                   TOTAL                  5,111                            $66.63
                                                                                      
2010 Expirations                    1 Barnes & Noble                     27,586          Jan-10            $37.28
(1 lease)                                                                ------                            ------
                                                   TOTAL                 27,586                            $37.28
===================================================================================================================
</TABLE>

<PAGE>









         ============================================================
                          CUSHMAN & WAKEFIELD, INC.
                           NATIONAL RETAIL OVERVIEW
         ============================================================





























                             RETAIL VALUATION GROUP
                            Richard W. Latella, MAI
                                Senior Director

<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------

INTRODUCTION

   Shopping centers constitute the major form of retail activity in the
United States today. Approximately 55 percent of all non-automotive retail
sales occur in shopping centers. It is estimated that consumer spending
accounts for about two-thirds of all economic activity in the United States.
As such, retail sales patterns have become an important indicator of the
country's economic health.

   The early part of the 1990s was a time of economic stagnation and
uncertainty in the country. The gradual recovery, which began as the nation
crept out of the last recession, has shown some signs of weakness as
corporate downsizing has accelerated. But as the recovery period reaches into
its fifth year and the retail environment remains volatile, speculation
regarding the nation's economic future remains. It is the uncertainty which
has shaped recent consumer spending patterns. We shall first provide a brief
overview of board economic measures that are important in terms of long range
retail sales forecasting and general investment underwriting. This is
followed by a discussion of retail sales trends along with selected
statistics of the shopping center industry. Also included in a discussion of
contemporary industry trends, valuation issues and a brief overview of the
REIT market.

PERSONAL INCOME AND CONSUMER SPENDING

   American's personal income (total income from wages, salaries, interest,
rents and all other sources) advanced by eight-tenths of a percent in
December, which helped raise income for all of 1996 by 5.5 percent. This was
less than 1995 but it far outpaced the 2.5 percent growth in 1994.
Additionally, median household income advanced by 1.2% in 1996 to $35,492.

<TABLE>
<CAPTION>
                    ======================================
                      PERSONAL INCOME   CONSUMER SPENDING
                    --------------------------------------
                     YEAR    % CHANGE    YEAR   % CHANGE
                    ======================================
                    <S>         <C>      <C>       <C>
                     1993       4.7      1993      5.8
                    --------------------------------------
                     1994       2.5      1994      5.5
                    --------------------------------------
                     1995       6.1      1995      4.8
                    --------------------------------------
                     1996       5.5      1996      4.6
                    --------------------------------------
                    Source: Commerce Dept.
                    ======================================
</TABLE>

   American workers won wage gains in 1996 that were the largest since 1990.
Nationwide, average hourly wages rose by 3.8 percent to $11.98 in 1996, about
five-tenths of a percent above the inflation rate. This compares with 3.2
percent in 1995. Personal income grew five-tenths of a percent in October
1997 following a revised three-tenths of a percent gain in September. This
marked the twelfth straight month of income growth to a seasonally adjusted
$6.97 trillion.

   Consumer spending is another closely watched indicator of economic
activity. The importance of consumer spending is that it represents
two-thirds of the nation's economic activity. Total consumer spending rose by
4.6 percent in 1996, slightly off of the 4.8 percent rise in 1995. These
increases followed a significant lowering on unemployment and bolstered
consumer confidence. Personal spending matched income growth rising
five-tenths of a percent in October after a three-tenths of a percent rise in
September.

- -------------------------------------------------------------------------------
                                      -1-
<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------

EMPLOYMENT TRENDS

   The country's economic situation continues to generate a record number of
new jobs. Correspondingly, the nation's unemployment rate continues to
decrease from its recent peak in 1992. Selected statistics released by the
bureau of Labor Statistics are summarized as follows:

<TABLE>
<CAPTION>
                           SELECTED EMPLOYMENT STATISTICS
===================================================================================
          CIVILIAN LABOR FORCE                    EMPLOYED
- ---------------------------------------- ---------------------------
              TOTAL WORKERS               TOTAL WORKERS               UNEMPLOYMENT
  YEAR (1)        (000)        % CHANGE       (000)        % CHANGE       RATE
- -----------------------------------------------------------------------------------
<S>              <C>              <C>        <C>             <C>           <C>
    1990         125,840          --         118,793          --           5.6
    1991         126,346          .4         117,718         -.9           6.8
    1992         128,105         1.4         118,492          .7           7.5
    1993         129,200          .9         120,259         1.5           6.9
    1994         131,056         2.4         123,060         2.3           6.1
    1995         132,304         1.0         124,900         1.5           5.6
    1996         133,943         1.2         126,708         1.4           5.4
===================================================================================
    CAGR
  1990-1996                     +1.05                       +1.08
- -----------------------------------------------------------------------------------
(1) Year ending December 31
===================================================================================
Source: Bureau of Labor Statistics U.S. Department of Labor
===================================================================================
</TABLE>

   During 1996, the labor force increased by 1,639,000 or approximately 1.2
percent. Correspondingly, the level of employment increased by 1,808,000 or
1.4 percent. As such, the year end unemployment rate dropped by two-tenths of
a percent to 5.4 percent. For 1996, monthly job growth averaged 224,000. On
balance, over 10.0 million jobs have been created since the recovery began.
Preliminary data for November 1997 shows that the unemployment rate dropped
to 4.6 percent following job growth of 404,000. The rate is the lowest it has
been in 24 years. The level of new jobs was nearly double what most
economists predicted. Retailers alone added 105,000.

HOUSING TRENDS

   Housing trends are an important economic measure due to the substantial
economic activity generated when a home changes hands (i.e. spending on
repairs by sellers, redecorating by buyers, fees, commissions and taxes).

   For all of 1996, new single family home sales totaled 756,000, up 13.3
percent from 667,000 in 1995. The yearly sales level was the highest since
1978. The median new home price of new homes sold in 1996 was $140,000, up
4.6 percent from 1995. Through May 1997, it was tracking at $143,000. Sales
of new homes declined by 1.7 percent in October 1997 to an annual rate of
797,000 units. Builders are currently reporting a 4.5 month inventory of
unsold homes.

   Sales of existing single family homes rose in October by 2.1 percent to
4.4 million units, setting a record. Gains came primarily in the midwest and
west. The median price jumped by 6.6 percent to $125,600.

- -------------------------------------------------------------------------------
                                      -2-
<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------

   New housing starts rose by 8.8 percent for all of 1996 to 1.47 million
units, the most since 1988. Housing starts rose in November by eight-tenths
of a percent to an annual rate of 1.531 million units. The increase was
largely attributed to a strong rise in multi-family construction.

   The home ownership rate seems to be rising, after remaining stagnant over
the last decade. For 1996, the share of households that own their homes was
65.4 percent, compared to 64.7 percent for a year earlier. Lower mortgage
rates are cited as a factor.

GROSS DOMESTIC PRODUCT

   The report on the gross domestic product (GDP) showed that output for
goods and services expanded at an annual rate of just .9 percent in the
fourth quarter of 1995. Overall, the economy gained 2.0 percent in 1995, the
weakest showing in four years since the 1991 recession. Conversely, the
fourth quarter (1996) GDP grew at a surprisingly robust 3.8 percent. As a
result, the GDP posted a 2.4 percent annual gain for all of 1996, topping the
2.0 percent rise in 1995. First quarter 1996 data shows that the GDP grew at
a stunning 4.9 percent annual pace, well above even the most optimistic
forecasts. Additionally, data for the third quarter shows growth at 3.3
percent, matching the second quarter growth of 3.3 percent. The was due to a
surge in consumer spending which rose at 5.8 percent, its strongest
performance in five and one-half years. Business spending soared 24.1
percent. The Fed foresees a moderation of this trend and expects the U.S.
economy will expand at a 2.0 to 2.50 percent pace during 1997 which is
in-line with White House forecasts and a pace which is viewed as the
economy's non-inflationary growth limit.

   The following chart cites the annual change in real GDP since 1990.

<TABLE>
<CAPTION>
                      =======================================
                                      REAL GDP
                                  YEAR      % CHANGE
                      =======================================
                                  <S>          <C>
                                  1990         1.2
                                  1991         -.6
                                  1992         2.3
                                  1993         3.1
                                  1994         4.1
                                  1995*        2.0
                                  1996         2.4
                      =======================================
                      * Reflects new chain weighted system of
                        measurement. Comparable 1994 measure
                        would be 3.5%
                      =======================================
                      Source: Bureau of Economic Analysis
                      =======================================
</TABLE>

WHOLESALE PRICES

   Soaring energy prices in December drove wholesale costs to a twelve month
high. For the year, the Producer Price Index (PPI) gained 2.8 percent.
However, excluding energy, the PPI rose just 1.4 percent in all of 1996. In
1995, the index rose 2.3 percent. For November 1997, wholesale prices fell
two-tenths of a percent. For the twelve months ending November 1997, the
index was -1.2 percent. Projections for 1997 show that most economists expect
a 2.5 percent rise and a core increase of 1.5 percent.

- -------------------------------------------------------------------------------
                                      -3-
<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------

CONSUMER PRICES

   The Bureau of Labor Statistics has reported that consumer prices rose by
only 2.5 percent in 1995, the fifth consecutive year in which inflation was
under 3.0 percent. This was the lowest rate in nearly a decade when the
overall rate was 1.1 percent in 1986. All sectors were down substantially in
1995 including the volatile health care segment which recorded inflation of
only 3.9 percent, the lowest rate in 23 years.

   The following chart tracks the annual change in the CPI since 1990.

<TABLE>
<CAPTION>
                         ===========================
                           CONSUMER PRICE INDEX(1)
                         ===========================
                          YEAR     CPI     % CHANGE
                         ===========================
                         <S>      <C>        <C>
                         1990     133.8      6.1
                         ---------------------------
                         1991     137.9      3.0
                         ---------------------------
                         1992     141.9      2.9
                         ---------------------------
                         1993     145.8      2.7
                         ---------------------------
                         1994     149.7      2.7
                         ---------------------------
                         1995     153.5      2.5
                         ---------------------------
                         1996     158.6      3.3
                         ===========================
                         (1) All Urban Workers
                         ===========================
                         Source: Dept. of Labor,
                          Bureau of Labor Statistics
                         ===========================
</TABLE>

   Data for year-end 1996 shows the consumer prices rose in line with
investor expectations. The index was up three-tenths of a percent in
December, its third consecutive gain at this level. On an annualized basis,
the inflation rate was reported at 3.3 percent for year, the highest rate of
increase since 1990. Since then, inflation has eased every year except for
1994 when it was unchanged. Excluding food and energy, the 77 percent of the
index known as the core index, the underlying inflation rate was 2.6 for the
previous twelve months, the lowest core rate since 1965, with the exception
of an increase of the same size in 1994.

   Data for November 1997 shows that the CPI rose only one-tenth of a
percent, while the core rate increased by only one-tenth of a percent.
Consumer prices have risen at less than a 2 percent annual rate for the fist
ten months of the year. For the twelve month period ending in November,
prices have risen by 1.8 percent.

   Recently, a special advisory panel of prominent economists have contended
that the current method of calculating the Consumer Price Index overstates
inflation by 1.1 percentage points annually. The government is currently
reviewing the far ranging implications a change in procedure may have.

OTHER INDICATORS

   The government's main economic forecasting gauge, the INDEX OF LEADING
ECONOMIC INDICATORS is intended to project economic growth over the next six
to nine months. The Conference Board, an independent business group, reported
that the index rose two-tenths of a percent in October, its sixth consecutive
rise.

   The Conference Board also reported that CONSUMER CONFIDENCE soared in
December 1997 to 134.5 from 128.1 in November, near its highest level in
nearly thirty years. This was above the consensus opinion. Accordingly,
consumers attitudes about the economy remain 

- -------------------------------------------------------------------------------
                                      -4-
<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------

upbeat. Measures of consumer confidence are watched closely for indications of
future consumer spending.

   The EMPLOYMENT COST INDEX is a measure of overall compensation including
wages, salaries and benefits. Despite a tight labor market, American workers
have not won pay and benefit increases large enough to push inflation higher,
at least for the near term. The Labor Department reported that the index rose
by 2.9 percent in 1996, the same as in 1995. For the Second Quarter 1997, the
index rose eight-tenths of a percent. For the 12 months through June 1997 it
was tracking at 2.8 percent.

   PRODUCTIVITY is a key element in measuring the standard of living since
increased efficiency allows businesses to increase workers compensation
without having to raise prices. Through the first 70 years of this century,
non-farm productivity rose at an annual rate of 2.2 percent. During the post
war period 1947 to 1973, it was 2.8 percent. Between 1973 and 1995, a marked
slowdown has been in evidence with only a 1 percent annual rate and during
the period marked by the start of the current economic expansion in 1991,
growth has averaged 1.2 percent. The Labor Department reports that the
productivity of American workers grew by 1.3 percent in 1996, the largest
gain since a 3.2 percent advance in 1992. Productivity increased by
three-tenths of a percent in 1995. Revised data through the third quarter of
1997 shows that productivity rose 4.1 percent on an annual basis. This was
the fastest quarterly growth since late 1992.

   CONSUMER CREDIT The Federal Reserve said consumer credit rose by $4.3
billion or at a 4.2 percent annual rate in August, following an increase of
5.9 percent in July. Much of the increase was attributed to credit card debt
which rose $5.4 billion. However, borrowing for automobiles declined by 600
million, the first decline since March. Credit card delinquencies and
personal bankruptcies remain near record levels indicating that consumers may
be reaching a point of saturation with respect to new debt. However, a drop
in write-offs was in evidence from the record levels in 1996 which came about
following aggressive marketing campaigns by card issuers.

   NEW CONSTRUCTION activity rose one-tenth of a percent in July to an annual
rate of $605.5 billion. The report showed that spending on residential
construction, which makes up nearly half the total, rose nine-tenths of a
percent. Commercial spending also increased 1.2 percent, while public
spending rose eight-tenths of a percent.

ECONOMIC OUTLOOK

   The WEFA Group, an economic consulting company, opines that the current
state of the economy is a "central bankers" dream, with growth headed toward
the Fed's 2.5 percent target, accompanied by stable if not falling inflation.
They project that inflation will track at about 2.5 percent through 1998.
Over the longer term, inflation is expected to average 2.7 percent. This will
have a direct influence on consumption (consumer expenditures).

   Potential GDP provides an indication of the expansion of output, real
incomes, real expenditures, and the general standard of living of the
population. WEFA estimates that real U.S. GDP will grow at an average annual
rate of 2.3 percent over the next decade, and slow to about 2.1 percent by
2019.

- -------------------------------------------------------------------------------
                                      -5-
<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------

   Consmption expenditures are primarily predicated on the growth of real
permanent income, demographic influences, and changes in relative prices over
the long term. Changes in these key variables explain much of the consumer
spending patterns of the 1970s and mid-1980s, a period during which baby
boomers were reaching the asset acquisition stages of their lives; purchasing
automobiles and other consumer and household durables. Increases in real
disposable income supported this spending spurt with an average annual
increase of 2.9 percent per year over the past twenty years. Real consumption
expenditures increased at an average annual rate of 3.1 percent during the
1970s and by an average of 4.0 percent from 1983 to 1988. WEFA projects that
consumption expenditure growth will slow as a result of slower population
growth and aging. It is also projected that the share of personal consumption
expenditures relative to GDP will decline over the next decade. Consumer
spending as a share of GDP peaked in 1993 to 68.0 percent after averaging
about 63.0 percent over much of the post-war period. WEFA estimates that real
consumption expenditure growth will average 2.2 percent per year through 2005
and slows to 2.1 percent thereafter.

RETAIL SALES

   During the period 1980 through 1996, total retail sales in the United
States increased at a compound annual rate of 6.1 percent. Data for the
period 1990 through 1996 shows that sales growth has slowed to an annual
average of 5.0 percent. This information is summarized on the following
chart.

<TABLE>
<CAPTION>
                ===================================================
                            TOTAL U.S. RETAIL SALES (1)
                ===================================================
                                                AMOUNT      ANNUAL 
                YEAR                          (BILLIONS)    CHANGE 
                ---------------------------------------------------
                <S>                           <C>            <C>
                1980                          $  957,400     N/A 
                ---------------------------------------------------
                1985                          $1,375,027     N/A 
                ---------------------------------------------------
                1990                          $1,844,611     N/A 
                ---------------------------------------------------
                1991                          $1,855,937     .61% 
                ---------------------------------------------------
                1992                          $1,951,589     5.2% 
                ---------------------------------------------------
                1993                          $2,074,499     6.3% 
                ---------------------------------------------------
                1994                          $2,236,966     7.8% 
                ---------------------------------------------------
                1995                          $2,340,817     4.6% 
                ---------------------------------------------------
                1996(2)                       $2,465,835     5.3% 
                ---------------------------------------------------
                Compound Annual Growth Rate 
                 1980-1996                                  +6.1% 
                ---------------------------------------------------
                CAGR: 1990-1996                             +5.0% 
                ===================================================
                (1) 1985-1995 data reflects recent revisions by the 
                    U.S. Department of Commerce: Combined Annual 
                    and Revised Monthly Retail Trade. 
                (2) Preliminary advance estimates. 
                =================================================== 
                Source: Monthly Retail Trade Reports Business 
                        Division, Current Business Reports, Bureau 
                        of the Census, U.S. Department of Commerce. 
                =================================================== 
</TABLE>

   The Census Bureau of the Department of Commerce reports that advance 
estimates for U.S. retail sales for 1996 were $2.465 trillion, an increase of 
$125.0 billion, or 5.3 percent from 1995. For the month of December 1996, 
sales were up six-tenths of a percent. 

   Census Bureau data for September 1997 shows that retail sales were up 
three-tenths of a percent from August. This followed a six-tenths of a 
percent increase for the previous month. 

- -------------------------------------------------------------------------------
                                      -6-
<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------

   Provided on the chart below is a summary of overall and same store sales 
growth for selected national merchants for the most recent period. 

<TABLE>
<CAPTION>
      ================================================================== 
                SAME STORE SALES FOR THE MONTH OF NOVEMBER 1997 
      ================================================================== 
                                          % CHANGE FROM PREVIOUS YEAR 
                                    ------------------------------------
              NAME OF RETAILER          OVERALL     SAME STORE BASIS 
      ------------------------------------------------------------------
      <S>                                      <C>              <C>
                  Wal-Mart                     +14.0%           +6.1% 
      ------------------------------------------------------------------
                    Kmart                      +5.4%            +1.5% 
      ------------------------------------------------------------------
          Sears, Roebuck & Company              +.4%            -.6% 
      ------------------------------------------------------------------
                 J.C. Penney                   -2.1%            -3.1% 
      ------------------------------------------------------------------
         Dayton Hudson Corporation             +8.7%            +5.2% 
      ------------------------------------------------------------------
            May Department Stores              +5.5%            +3.7% 
      ------------------------------------------------------------------
        Federated Department Stores            +.8%             +2.0% 
      ------------------------------------------------------------------
              The Limited Inc.                 +7.0%            +2.0% 
      ------------------------------------------------------------------
                  Gap Inc.                     +29.0%           +7.0% 
      ------------------------------------------------------------------
                 Ann Taylor                    +1.4%            -3.2% 
      ------------------------------------------------------------------
                 Woolworths                    -8.3%            -9.1% 
      ------------------------------------------------------------------
                   Lowe's                      +16.0%           +1.0% 
      ================================================================== 
      Source: New York Times/Wall Street Journal 
      ------------------------------------------------------------------ 
</TABLE>

   Data for November 1997 shows that consumers were mostly interested in 
discounted goods. Shoppers have come to expect markdowns and retailers are 
responding by being more promotional earlier in the selling season. The 
Goldman Sachs index rose 3.5 percent, compared to last year's 2.3 percent 
increase. Discounters such as Wal-Mart (+6.1%), Kmart (+1.5%), Kohl's (+6.8%) 
as well as traditional department stores such as May Department Stores did 
reasonably well. Luxury retailers such as Neiman Marcus (+3.7%) and Saks 
(+4.5%) also did well. 

   Specialty retailers such as Gap reported strong gains but Ann Taylor and 
Talbots fell 3.2 and 2.5 percent, respectively. 

   The International Council of Shopping Centers (ICSC) publishes a MONTHLY 
MALL MERCHANDISE INDEX which tracks sales by store type for more than 400 
regional shopping centers. The index shows that total sales per square foot 
rose by 2.9 percent to $278 per square foot in 1996. This compares to a .5 
percent increase for the period 1994-1995. The following chart identifies the 
most recent year-end results. The winners were shown to be Apparel and 
Accessories (+4.8%) led by Men's Apparel and Shoes, while Furniture and 
Furnishings suffered (-2.8%). The Home Improvement category rose an 
outstanding 100.0 percent to $302 per square foot. 

- -------------------------------------------------------------------------------
                                      -7-
<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
         ============================================================== 
                            1996 YEAR END PERFORMANCE 
                      NON-ANCHOR TENANT SALES IN U.S. MALLS 
         ============================================================== 
                                                           ICSC INDEX 
                                                            % CHANGE 
         STORE TYPE                          1996 (SF*)   FROM YE 1995 
         --------------------------------------------------------------
         <S>                                    <C>            <C>
         GAFO CATEGORIES: 
         APPAREL AND ACCESSORIES 
         Women's Accesories and Specialties     $301           3.2% 
         Women's Ready-To-Wear                   195           3.3% 
         Men's Apparel                           270           7.0% 
         Children's Apparel                      350            .5% 
         Family Apparel                          314           4.2% 
         Women's Shoes                           325           5.1% 
         Men's Shoes                             383           5.6% 
         Family Shoes                            279           5.3% 
         Shoes Miscellaneous                     343           3.8% 
         Apparel and Accessories--Misc.         $279           2.9% 
         --------------------------------------------------------------
         SUBTOTAL                               $257           4.8% 
         --------------------------------------------------------------
         FURNITURE AND FURNISHINGS: 
         Home Furniture & Furnishings           $273           1.4% 
         Home Entertainment & Electronics        303          -4.3% 
         Home Furnishings--Misc                  300          -3.4% 
         --------------------------------------------------------------
         SUBTOTAL                               $293          -2.8% 
         --------------------------------------------------------------
         OTHER GAFO: 
         Jewelry                                $652           4.9% 
         Stationery/Cards/Gifts/Novelty          275           1.7% 
         Books                                   249          -2.1% 
         Sporting Goods/Bicycles                 246          -1.1% 
         Other GAFO--Misc.                       311           4.4% 
         --------------------------------------------------------------
         SUBTOTAL                               $343           2.2% 
         --------------------------------------------------------------
         TOTAL GAFO                             $284           3.2% 
         --------------------------------------------------------------
         NONGAFO CATEGORIES: 
         FOOD SERVICES 
         Fast Food                              $414           2.3% 
         Restaurants                             280           1.0% 
         Food Services--Misc.                    352           -.8% 
         --------------------------------------------------------------
         SUBTOTAL                               $340           1.6% 
         --------------------------------------------------------------
         OTHER NON-GAFO CATEGORIES: 
         Specialty Food Stores                  $355            .9% 
         Supermarkets                            433            .8% 
         Drug/HBA                                291           4.7% 
         Personal Services                       283            .7% 
         Automotive                              140           1.2% 
         Home Improvement                        302         100.1% 
         Mall Entertainment                       76          -3.6% 
         Other Non-GAFO--Misc.                   353           4.9% 
         --------------------------------------------------------------
         SUBTOTAL                               $223           1.5% 
         --------------------------------------------------------------
         TOTAL NON-GAFO                         $266           1.4% 
         --------------------------------------------------------------
         OTHER CATEGORIES--MISCELLANEOUS        $151           4.4% 
         --------------------------------------------------------------
         Memo: GAFO & Food Service Total        $290           3.1% 
         --------------------------------------------------------------
         GRAND TOTAL                            $278           2.9% 
         --------------------------------------------------------------
         * SALES PER SQUARE FOOT DERIVED AS TOTAL NON-ANCHOR MALL SALES 
           DIVIDED BY TOTAL OCCUPIED SQUARE FOOTAGE 
         ============================================================== 
         SOURCE: ICSC--RESEARCH QUARTERLY 
</TABLE>

   The ICSC has reported the following results: 

- -------------------------------------------------------------------------------
                                      -8-
<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------

   MALL TENANT SALES 

   Data for the second quarter of 1997 shows that sales per square foot for 
non-anchor tenants rose five-tenths of a percent over the comparable second 
quarter 1996 period. Year to date GAFO sales were up only .1 percent. 

   DEPARTMENT STORE SALES 

   Sales in U.S. Department Stores increased by 4.6 percent in 1996 according 
to the Department of Commerce. The increase was largely fueled by the strong 
performance of discount department stores such as Wal-Mart, Kmart and Target. 

   Second quarter 1997 results show that discount department stores are still 
the best performing group with a 3.8 percent increase. They also lead in year 
over year same store sales with a 7.8 percent increase. 

<TABLE>
<CAPTION>
===============================================================================
   DEPARTMENT STORE TYPE      SECOND QUARTER 1997      YEAR OVER YEAR CHANGE 
===============================================================================
<S>                                   <C>                       <C>  
          Discount                    3.9%                      7.8% 
- -------------------------------------------------------------------------------
      National Chains                 2.3%                      2.2% 
- -------------------------------------------------------------------------------
  Conventional/Full Line              3.8%                      6.9% 
===============================================================================
</TABLE>

   FACTORY OUTLET 

   The ICSC FACTORY OUTLET INDEX increased by 1.3 percent in 1996 to $213 per 
square foot from $210 per square foot in 1995. The fourth quarter gain of 2.8 
percent was the highest quarterly gain during the year. Data for the second 
quarter of 1997 shows that sales rose by 4.2 percent. For the rolling twelve 
month period through June 1997, sales rose 2.2 percent to $217 per square 
foot. 

GAFO AND SHOPPING CENTER INCLINED SALES 

   In a true understanding of shopping center dynamics, it is important to 
focus on both GAFO sales or the broader category of Shopping Center Inclined 
Sales. GAFO goods comprise the overwhelming bulk of goods and products 
carried in shopping centers and department stores and consist of the 
following categories: 

   o  General merchandise stores including department and other stores; 

   o  Apparel and accessory stores; 

   o  Furniture and home furnishing stores; and 

   o  Other miscellaneous shoppers goods stores. 

   Shopping Center Inclined Sales are somewhat broader and include such 
classifications as home improvement and grocery stores. The store types that 
comprise shopping centers comprised approximately 53 percent of total retail 
sales in 1995. The balance were generated by auto dealers, gas stations, food 
service facilities and other miscellaneous establishments. 

   Total retail sales grew by 4.6 percent in the United States in 1995 to 
$2.341 trillion, an increase of $104 billion over 1994. This followed an 
increase of 7.8 percent or $162 billion over 1993. Automobile dealers 
captured $34 (plus or minus) billion of total retail sales growth last year, 
while Shopping Center Inclined Sales accounted for nearly 50.0 percent of the 
increase ($50 billion). 

- -------------------------------------------------------------------------------
                                      -9-
<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------

GAFO sales increased by $32.5 billion. This group was led by department 
stores which posted a $14.4 billion increase in sales. The following chart 
summarizes the performance for this most recent comparison period. 

<TABLE>
<CAPTION>
================================================================================ 
                        RETAIL SALES BY MAJOR STORE TYPE 
                                1994-1995 ($MIL.) 
================================================================================ 
                                                        PERCENT OF    1994-1995 
         STORE TYPE             1994          1995       INCOME(1)    % CHANGE 
- -------------------------------------------------------------------------------
<S>                         <C>          <C>           <C>          <C>
GAFO: 
General Merchandise          $  282,541    $  296,904                    5.1% 
Apparel & Accessories           109,603       109,962                     .3% 
Furniture & Furnishings         119,626       129,923                    8.6% 
Other GAFO                       80,533        88,029                    9.3% 
- -------------------------------------------------------------------------------
GAFO SUBTOTAL                $  592,303    $  624,818      14.4%         5.5% 
CONVENIENCE STORES: 
Grocery                      $  376,330    $  389,134                    3.4% 
Other Food                       21,470        21,378                    (.4)% 
- -------------------------------------------------------------------------------
SUBTOTAL                     $  397,800    $  410,512       9.5%         3.2% 
Drug                             81,538        84,240       2.0%         3.3% 
- -------------------------------------------------------------------------------
CONVENIENCE SUBTOTAL         $  479,338    $  494,752                    3.2% 
OTHER: 
Home Improvement & 
 Building Supplies Stores    $  122,533    $  124,626       2.9%         1.7% 
SHOPPING CENTER-INCLINED 
SUBTOTAL                     $ 1,94,174    $1,244,196      28.8%         4.2% 
Automobile Dealers              526,319       560,624                    6.5% 
Gas Stations                    142,193       148,192                    4.2% 
Eating and Drinking Places      228,351       233,606                    2.3% 
All Other                       145,929*      154,199*                   5.7% 
- -------------------------------------------------------------------------------
TOTAL RETAIL SALES           $2,236,966    $2,340,817                    4.6% 
===============================================================================
* ESTIMATED SALES 
- -------------------------------------------------------------------------------
1 Current Population Report, Page 60. Estimated at 96.8 million households @ 
 $44,100 = 4.3 trillion. 
===============================================================================
SOURCE: U.S. DEPARTMENT OF COMMERCE, BUREAU OF THE CENSUS AND DOUGAL M. CASEY: 
        VARIOUS ICSC WHITE PAPERS. 
- -------------------------------------------------------------------------------
</TABLE>

   GAFO sales grew by 5.5 percent in 1995 to $624.8 billion. From the above 
it can be calculated that GAFO sales accounted for 26.7 percent of total 
retail sales and nearly 50.0 percent of all shopping center-inclined sales. 
GAFO sales have also risen relative to household income. In 1990 these sales 
represented 13.9 percent of average household income. By 1994/1995 they rose 
to 14.4 percent. Projections through 2000 show a continuation of this trend 
to 14.7 percent. On average, total sales were equal to nearly 55.0 percent of 
household income in 1994. 

- -------------------------------------------------------------------------------
                                     -10-
<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
================================================================================= 
   DETERMINANTS OF RETAIL SALES GROWTH AND U.S. RETAIL SALES BY KEY STORE TYPE 
================================================================================= 
                                            1990          1994         2000(P) 
- --------------------------------------------------------------------------------- 
<S>                                    <C>           <C>            <C>
DETERMINANTS 
Population                               248,700,000   260,000,000    276,200,000 
Households                                91,900,000    95,700,000    103,700,000 
Average Household Income                $     37,400  $     42,600   $     51,600 
Total Census Money Income                  $3.4 Tril.    $4.1 Tril.     $5.4 Tril. 
- --------------------------------------------------------------------------------- 
% ALLOCATIONS OF INCOME TO SALES 
GAFO Stores                                     13.9%         14.4%          14.7% 
Convenience Stores                              12.9%         11.7%          10.7% 
Home Improvement Stores                          2.8%          3.0%           3.3% 
Total Shopping Center-Inclined Stores           29.6%         29.1%          28.8% 
Total Retail Stores                             54.3%         54.6%          52.8% 
- --------------------------------------------------------------------------------- 
SALES ($BILLION) 
GAFO Stores                             $        472  $        592   $        795 
Convenience Stores                               439           479            580 
Home Improvement Stores                           95           123            180 
Total Shopping Center-Inclined Stores   $      1,005  $      1,194   $      1,555 
TOTAL RETAIL SALES                      $      1,845  $      2,237   $      2,850 
================================================================================= 
Note: Sales and income figures are for the full year; population and household 
      figures are as of April 1 in each respective year. P = Projected. 
================================================================================= 
Source: U.S. Census of Population, 1990; U.S. Bureau of the Census Current 
        Population Reports: 
        Consumer Income P6-168, 174, 180, 184 and 188; Berna Miller with Linda 
        Jacobsen, "Household Futures", American Demographics, March 1995; Retail 
        Trade sources already cited; and Dougal M. Casey; ICSC White Paper 
================================================================================= 
</TABLE>

   GAFO sales have risen at a compound annual rate of approximately 6.8 
percent since 1991 based on the following annual change in sales. 

<TABLE>
<CAPTION>
                        <S>             <C>  
                        =====================
                        1990/91         2.9% 
                        ---------------------
                        1991/92         7.0% 
                        ---------------------
                        1992/93         6.6% 
                        ---------------------
                        1993/94         7.0% 
                        ---------------------
                        1994/95         5.5% 
                        =====================
</TABLE>

   According to a recent study by the ICSC, GAFO sales are expected to grow 
by 5.0 percent per annum through the year 2000, which is well above the 4.1 
percent growth for all retail sales. This information is presented in the 
following chart. 

- -------------------------------------------------------------------------------
                                      -11-
<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
=========================================================================== 
      RETAIL SALES FORECASTS IN THE UNITED STATES, BY MAJOR STORE TYPE 
=========================================================================== 
                                 1994        2000(P)      PERCENT CHANGE 
- --------------------------------------------------------------------------- 
                                                                  COMPOUND 
STORE TYPE                   ($ BILLIONS)  ($ BILLIONS)  TOTAL     ANNUAL 
- --------------------------------------------------------------------------- 
<S>                          <C>          <C>           <C>     <C>
GAFO: 
General Merchandise             $  283        $  370      30.7%     4.6% 
Apparel & Accessories              110           135      22.7%     3.5% 
Furtniture/Home Furnishings        120           180      50.0%     7.0% 
Other Shoppers Goods                81           110      35.8%     5.2% 
- --------------------------------------------------------------------------- 
GAFO SUBTOTAL                   $  592        $  795      34.3%     5.0% 
- --------------------------------------------------------------------------- 
CONVENIENCE GOODS: 
- --------------------------------------------------------------------------- 
Food Stores                     $  398        $  480      20.6%     3.2% 
Drugstores                          82           100      22.0%     3.4% 
- --------------------------------------------------------------------------- 
CONVENIENCE SUBTOTAL            $  479        $  580      21.1%     3.2% 
Home Improvement                   123           180      46.3%     6.6% 
- --------------------------------------------------------------------------- 
SHOPPING CENTER-INCLINED        $1,194        $1,555      30.2%     4.5% 
SUBTOTAL 
- --------------------------------------------------------------------------- 
All Other                        1,043         1,295      24.2%     3.7% 
- --------------------------------------------------------------------------- 
TOTAL                           $2,237        $2,850      27.4%     4.1% 
- --------------------------------------------------------------------------- 
Note: P = Projected. Some figures rounded. 
=========================================================================== 
Source: U.S. Department of Commerce, Bureau of the Census and Dougal M. 
        Casey. 
=========================================================================== 
</TABLE>

   According to the ICSC White Paper: Overstoring -- A Look at Retail Space 
and Sales Performance; Shopping Center Inclined Sales have grown from $257 
billion in 1972 to $1.244 trillion in 1995, a 7.1 percent annual growth rate. 
Historical data is shown below. 

<TABLE>
<CAPTION>
            ========================================================= 
                       SHOPPING CENTER INCLINED STORE SALES 
                               1972-1995 (BILLIONS) 
            ========================================================= 
                                     1972    1980    1990      1995 
            ---------------------------------------------------------
            <S>                     <C>    <C>     <C>      <C>
            Sales                    $257    $532   $1,000    $1,244 
            ---------------------------------------------------------
            Compound Annual Growth 
            ---------------------------------------------------------
            1972-1995                 7.1% 
            ---------------------------------------------------------
            1972-1980                 9.5% 
            ---------------------------------------------------------
            1980-1990                 6.6% 
            ---------------------------------------------------------
            1990-1995                 4.3% 
            =========================================================
            Source: U.S. Bureau of The Census and ICSC White Paper: 
                    Overstoring--A Look at Retail Space and Sales 
                    Performance. 
            =========================================================
</TABLE>

   From the above, we see that the most recent annual rate of growth 
(1990-1995) in Shopping Center Inclined Sales of 4.3 percent has decreased to 
less than half of what it was during the 1970s (9.5 percent). Projections 
through December 2000 are for a compound growth rate of 4.5 percent. 

   Shopping centers have stabilized their share of shopping center inclined 
sales. In 1972 this share was estimated at 48 percent. Since the early 1980s, 
this share has stabilized in the 72 to 73 percent range. For example, the 
estimated sales total of $894 billion of shopping center sales in 1995 was 
equal to 72 percent of total inclined sales. 

- -------------------------------------------------------------------------------
                                      -12-
<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------

NON-STORE RETAILING 

   In 1995, non-store retailing accounted for $69.7 billion, or 3.92 percent 
of total non-automotive retail sales. Of this total, $49.7 billion was 
attributed to mail/telephone order catalog retailers. The balance is 
comprised of coin-operated vending machines, house-to-house canvassing, party 
plan (i.e. tupperware parties) telemarketing and other non-store venues such 
as home stopping networks and electronic commerce. 

<TABLE>
<CAPTION>
=========================================================================== 
                      NON-STORE AND TOTAL RETAIL SALES 
=========================================================================== 
YEAR    TOTAL MAIL ORDER    NON-STORE    TOTAL NON-AUTO SALES   % OF TOTAL 
- --------------------------------------------------------------------------- 
<S>     <C>              <C>             <C>                  <C>
1985    $15,848 mil.     $28,275 mil.         $1,071,828           2.64% 
- --------------------------------------------------------------------------- 
1990    $26,577 mil.     $45,632 mil.         $1,457,006           3.13% 
- --------------------------------------------------------------------------- 
1995    $49,710 mil.     $69,667 mil.         $1,778,915           3.92% 
=========================================================================== 
Source: Department of Commerce 
=========================================================================== 
</TABLE>

   Mail order sales, currently at only 2.8 percent of total retail sales, 
continue to grow. Estimates currently place on-line sales at $518.0 million 
or 1 percent of the mail order tally. Estimates place total on-line sales as 
high as $6.6 billion by the year 2000. Since 1990, mail order sales have 
grown at an annual rate of 9.9 percent which is double the average growth of 
non-automotive retail sales and 1.7 times the average growth of GAFO store 
sales. One measure of this growing trend is the November/December ratio of 
mail order to GAF store sales. In 1990, the ratio was 5.4 percent. By 1992 it 
had grown to 6.9 percent and by 1995 it was 7.6 percent. 

INDUSTRY TRENDS 

   According to the NATIONAL RESEARCH BUREAU, there were a total of 42,130 
shopping centers in the United States at the end of 1996. During this year, 
895 new centers opened, a 3.2 percent increase over the 867 that opened in 
1995. This followed an 18.0 percent increase in 1995. The greatest growth 
came in the small center category (less than 100,000 square feet) where 496 
centers were constructed. In terms of GLA added, new construction in 1996 was 
up 2.7 percent resulting in an addition of 106.2 million square feet of GLA 
from approximately 4.97 billion to 5.1 billion square feet. In other 
important trends, the development of regional and super-regional malls hit a 
five year high in 1996 with the opening of eight centers, twice as many as in 
1995. This boosted the nation's total of regionals to 301 and super-regionals 
to 380. The small center category (less than 100,000 square feet) was the 
only one to experience a decrease in new centers built with 496 centers 
versus 551 in 1995. The following chart highlights over the period 1987 
through 1995. 

- -------------------------------------------------------------------------------
                                      -13-
<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
===================================================================================================================
                                         CENSUS DATA: 10-YEAR TRENDS 
===================================================================================================================
                                            TOTAL       AVERAGE    AVERAGE      % CHANGE                % INCREASE 
              NO. OF        TOTAL           SALES       GLA PER   SALES PER     IN SALES       NEW       IN TOTAL 
    YEAR     CENTERS         GLA         (BILLIONS)     CENTER     SQ. FT.     PER SQ. FT.   CENTERS     CENTERS 
- -------------------------------------------------------------------------------------------------------------------
<S>           <C>       <C>             <C>             <C>        <C>             <C>        <C>          <C>   
    1987      30,641    3,722,957,095   $602,294,426    121,502    $161.78         2.41%      2,145        7.53% 
- -------------------------------------------------------------------------------------------------------------------
    1988      32,563    3,947,025,194   $641,096,793    121,212    $162.43         0.40%      1,922        6.27% 
- -------------------------------------------------------------------------------------------------------------------
    1989      34,683    4,213,931,734   $682,752,628    121,498    $162.02        -0.25%      2,120        6.51% 
- -------------------------------------------------------------------------------------------------------------------
    1990      36,515    4,390,371,537   $706,380,618    120,235    $160.89        -0.70%      1,832        5.28% 
- -------------------------------------------------------------------------------------------------------------------
    1991      37,975    4,563,791,215   $716,913,157    120,179    $157.09        -2.37%      1,460        4.00% 
- -------------------------------------------------------------------------------------------------------------------
    1992      38,966    4,678,527,428   $768,220,248    120,067    $164.20         4.53%        991        2.61% 
- -------------------------------------------------------------------------------------------------------------------
    1993      39,633    4,770,760,559   $806,645,004    120,373    $169.08         2.97%        667        1.71% 
- -------------------------------------------------------------------------------------------------------------------
    1994      40,368    4,860,920,056   $851,282,088    120,415    $175.13         3.58%        735        1.85% 
- -------------------------------------------------------------------------------------------------------------------
    1995      41,235    4,967,160,331   $893,814,776    120,460    $179.94         2.75%        867        2.15% 
- -------------------------------------------------------------------------------------------------------------------
    1996      42,130    5,100,605,534   $933,918,275    121,068    $183.10         1.75%        895        2.17% 
- -------------------------------------------------------------------------------------------------------------------
 Compound 
   Annual 
   Growth     +3.60%        +3.56%         +4.99%         N/A      +1.39%           N/A          N/A        N/A 
- -------------------------------------------------------------------------------------------------------------------
Source: National Research Bureau Shopping Center Database and Statistical Model 
===================================================================================================================
</TABLE>

   From the chart we see that both total GLA and total number of centers have 
increased at a compound annual rate of approximately 3.6 percent since 1987. 
New construction was up 2.7 percent in 1996, a slight increase over 1995 but 
still well below the peak year 1987 when new construction increased by 7.5 
percent. California was by far the most active state with 176 new centers 
opening, followed by New Jersey (59), North Carolina (48) and Texas (47). 

   Among the 42,130 centers in 1996, the following breakdown by size can be 
shown. 

===============================================================================
               U.S. SHOPPING CENTER INVENTORY, YE DECEMBER 1996 
===============================================================================
<TABLE>
<CAPTION>
                                                       SQUARE FEET    
                                NUMBER OF CENTERS       (MILLIONS)   
                               ------------------- -------------------
            SIZE RANGE (SF)     AMOUNT    PERCENT    AMOUNT    PERCENT 
          ------------------------------------------------------------
          <S>                  <C>      <C>        <C>       <C>
                Under 100,000   26,497      62.9%   1,293.3      25.4% 
          ------------------------------------------------------------
          100,001 -   200,000   10,186      24.2%   1,399.2      27.4% 
          ------------------------------------------------------------
          200,001 -   400,000    3,477       8.3%     925.5      18.1% 
          ------------------------------------------------------------
          400,001 -   800,000    1,276       3.0%     711.2      13.9% 
          ------------------------------------------------------------
          800,001 - 1,000,000      309        .7%     278.4       5.5% 
          ------------------------------------------------------------
               Over 1,000,000      385        .9%     492.9       9.7% 
          ------------------------------------------------------------
          TOTAL                 42,130     100.0%   5,100.6     100.0% 
===============================================================================
Source: National Research Bureau (some numbers slightly rounded). 
===============================================================================
</TABLE>

   Empirical data shows that the average GLA per capita is increasing. In 
1996, the average for the nation was 19.23. This was up 19.4 percent from 
16.1 in 1988 and more recently, 18.7 square feet per capita in 1995. Among 
states, Florida regained its lead and now has the highest GLA per capita with 
28.05 square feet. South Dakota has the lowest at 9.07 square feet. Per 
capita GLA for regional malls (defined as all centers in excess of 400,000 
square feet) has also been rising from 5.0 in 1988 to 5.6 in 1996. This 
information is presented on the following chart. 

- -------------------------------------------------------------------------------
                                      -14-
<PAGE>
                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                      =====================================
                                  GLA PER CAPITA 
                      =====================================
                       YEAR    ALL CENTERS   REGIONAL MALLS 
                      =====================================
                      <S>          <C>            <C>
                      1988         16.1           5.0 
                      -------------------------------------
                      1989         17.0           5.2 
                      -------------------------------------
                      1990         17.7           5.3 
                      -------------------------------------
                      1991         18.1           5.3 
                      -------------------------------------
                      1992         18.3           5.5 
                      -------------------------------------
                      1993         18.5           5.5 
                      -------------------------------------
                      1994         18.7           5.4 
                      -------------------------------------
                      1995         18.9           5.5 
                      -------------------------------------
                      1996         19.2           5.6 
                      -------------------------------------
                      Source: International Council of 
                              Shopping Center: The Scope of 
                              The Shopping Center Industry 
                              and National Research Bureau 
                      =====================================
</TABLE>

   While per capita GLA has continued to increase, a key issue is that the 
rate of increase has slowed. Per capita space has increased by only one and a 
half square feet during the period 1990 through 1996. This trend is 
manifested in the pace of inventory increases from 165 million square feet 
per year between 1972 and 1980, to 143 million square feet per year 
(1980-1990), and 118 million square feet per year (1990-1996). 

   Construction data also indicates that while the overall pace of shopping 
center openings has eased, the pace of large store (50,000 to 200,000 square 
feet) construction has more than doubled. During the more recent five year 
period, big boxes have accounted for 41 percent of inventory additions. 

<TABLE>
<CAPTION>
     ======================================================================
                          TRENDS IN INVENTORY GROWTH * 
                                   1972-1995 
     ======================================================================
                                       1972-1980    1980-1990   1990-1995 
     ----------------------------------------------------------------------
     <S>                                       <C>         <C>          <C> 
     Shopping Center Space Added               164         143          115 
     ----------------------------------------------------------------------
     Free-Standing Stores 
     (50,000-200,000 SF)                        36          34           79 
     ----------------------------------------------------------------------
     Total                                     200         177          194 
     ----------------------------------------------------------------------
     Big Box Allocation of Inventory 
      Growth                                   18%         19%          41% 
     ----------------------------------------------------------------------
     * Average Annual Increase (Million Square Feet) 
     ======================================================================
     Source: NRB and F.W. Dodge 
     ======================================================================
</TABLE>

   In their publication, NRB/Shopping Centers Today 1996 Shopping Center 
Census, the National Research Bureau reports that overall retail conditions 
were good in 1996. Total shopping center sales increased 4.5 percent to 
$933.92 billion in 1996, up from $893.81 billion in 1995. 

- -------------------------------------------------------------------------------
                                      -15-
<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
========================================================================================================================
                                              SELECTED SHOPPING CENTER STATISTICS 
                                                           1990-1996 
========================================================================================================================
                                                                                                               COMPOUND 
                                                                                                                ANNUAL 
                                       1990      1991       1992      1993       1994      1995       1996      GROWTH 
========================================================================================================================
<S>                                  <C>        <C>       <C>        <C>       <C>        <C>       <C>          <C>  
Retail Sales in Shopping Centers *   $706.40    $716.90   $768.20    $806.60   $851.30    $893.81   $933.92      4.8% 
- ------------------------------------------------------------------------------------------------------------------------
Total Leasable Area **                  4.30       4.56      4.68       4.77      4.86       4.97      5.10      2.5% 
- ------------------------------------------------------------------------------------------------------------------------
Unit Rate                            $160.89    $157.09   $164.20    $169.08   $175.13    $179.94   $183.10      2.2% 
- ------------------------------------------------------------------------------------------------------------------------
*  Billions of Dollars 
** Billions of Square Feet 
========================================================================================================================
Source: National Research Bureau 
========================================================================================================================
</TABLE>

   According to the National Research Bureau, total sales in shopping centers 
have grown at a compound rate of 5.0 percent since 1987. As described, 
aggregate sales were up 4.5 percent nationwide from $893.8 billion (1995) to 
$933.9 billion (1996). In 1996, average sales were $183.10 per square foot, 
up nearly 2.7 percent over 1995 and 2.2 percent (compound growth) over the 
past several years. The biggest gain came in the super-regional category 
(more than 1.0 million square feet) where sales were up 4.10 percent to 
$207.44 per square foot. Nonetheless, with compound sales growth lagging the 
growth in GLA, there is an indication of overbuilding by this broad measure. 

   The following chart tracks the change in average sales per square foot by 
size category between 1993 and 1995. 

<TABLE>
<CAPTION>
===============================================================================
                         SALES TRENDS BY SIZE CATEGORY 
                                   1993-1996 
===============================================================================
                                AVERAGE SALES PER SQUARE FOOT         %CHANGE 
         CATEGORY          ----------------------------------------------------
                            1993       1994       1995      1996       1993-96* 
===============================================================================
<S>                        <C>        <C>       <C>        <C>            <C>  
Less than 100,000 SF.....  $193.10    $199.70   $204.94    $209.74       +2.8% 
100,001 to 200,000 SF  ..  $156.18    $161.52   $166.00    $169.56       +2.8% 
200,001 to 400,000 SF ...  $147.57    $151.27   $153.96    $154.07       +1.4% 
400,001 to 800,000 SF ...  $157.04    $163.43   $168.21    $170.14       +2.7% 
800,001 to 1,000,000 SF .  $194.06    $203.20   $210.40    $213.93       +3.3% 
More than 1,000,000 SF ..  $183.90    $193.13   $201.05    $207.44       +4.1% 
          Total            $169.08    $175.13   $179.94    $183.10       +2.7% 
===============================================================================
* Compound Annual Change 
===============================================================================
Source:  National Research Bureau 
===============================================================================
</TABLE>

   Consumers demand for value and selection have led to an unprecedented 
growth of the category killer, superstore and warehouse club concepts. In its 
annual industry report, Discount Store News has identified the nation's top 
200 merchants. Overall, these merchants posted sales of $336.6 billion, up 
7.5 percent over 1995. The chart below highlights the year-to-year 
performance along with 1997 projections. 

- -------------------------------------------------------------------------------
                                      -16-
<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
=============================================================================================
                               SALES BY SEGMENT (IN BILLIONS $) 
=============================================================================================
                                     1995      1996    MARKET SHARE    % CHANGE  1997 (PROJ.) 
- ---------------------------------------------------------------------------------------------
<S>                                 <C>       <C>            <C>          <C>       <C>    
Full-Line Discount Stores (1)       $150.9    $162.3         48%          7.6%      $178.5 
Specialty Discounters (2)             67.5      76.3         23%         13.1%        87.5 
Warehouse Clubs                       41.1      43.5         13%          5.8%        45.9 
Other Discount Mass Merchants (3)     30.8      31.8          9%          5.0%        33.4 
Off-Price Apparel Chains              15.8      16.9          5%          6.2%        17.9 
Jewelry/Hard Lines Retailers           6.9       5.9          2%        (15.0%)        5.1 
Total Market                        $313.0    $336.6        100%          7.5%      $368.5 
=============================================================================================
(1)    Includes full-line discount department stores, supercenters,  closeouters and
       single-price retailers 
(2)    Includes home, automotive, crafts, toys, office supplies, book, computer superstores,
       baby superstores, pet supplies, consumer  electronics and sporting goods specialty
       stores. 
(3)    Includes Sears, Ward, QVC, HSN and variety stores. 
=============================================================================================
Source: DSN Research 
=============================================================================================
</TABLE>

   As can be seen, the largest segment is comprised of full line discount 
stores which was up 7.6 percent to $162.3 billion, or 48 percent of all 
sales. Excluding Wal-Mart, by far the industry leader, 75 retailers in the 
DSN top 200 posted double digit sales gains. The biggest winners were baby 
superstores (+47.2%), book superstores (+35.9%), and home furnishing 
superstores (33.1%). Among the supercenter categories, Wal-Mart Supercenter's 
$19.3 billion in sales, up 67.7 percent over 1995, accounted for more than 
half of the segment's $36.2 billion in sales. 

   The Urban Land Institute, in the 1997 edition of Dollars and Cents of 
Shopping Centers, reports that vacancy rates range from a low of 2.0 percent 
in neighborhood centers to 14.0 percent for regional malls. Super-regional 
malls reported a vacancy rate of 7.0 percent and community centers were 4.0 
percent based upon their latest survey. 

   The ICSC reports that 157 shopping centers were started in the second 
quarter of 1997, 12 fewer than in the second quarter of 1996. Total GLA 
started amounted to 13.0 million square feet, down nearly one-third over last 
year. The overwhelming majority of the starts (146) were in centers less than 
200,000 square feet, resulting in a 27 percent drop in average size from 
114,000 to 83,000 square feet. 

MARKET SHIFTS -- CONTEMPORARY TRENDS IN THE RETAIL INDUSTRY 

   The mid 1990s have continued the trend of profound changes in the retail 
industry. Department stores have emerged from the troubles of late 1980s and 
early 1990s to be stronger than ever. Continued consolidations in this 
industry segment should continue. Specialty retailers continue to experience 
a shakeout of weaker, out of favor formats while discounters gain market 
share. Power centers, the growth vehicle of the last several years have 
reached a point of saturation that has undermined investor's interest in this 
product. Outlet centers are still struggling, however, the super-regional 
mega-center appears poised to be the hot concept for the next few years. 

   Some of the important developments in the industry over the past year can 
be summarized as follows: 

- -------------------------------------------------------------------------------
                                      -17-
<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------

   o   The 1996 Christmas selling season ended on a down note with sales
       finishing below most analysts expectations. For most consumer
       electronics and computer retailers, the season was horrible with
       December sales down 4.8 percent on average. Best Buy, last year's rising
       star, was off 13.0 percent. Apparel sales rose 3.3 percent led in part
       by Ann Taylor up 8.8 percent following last year's 2.9 percent decline.
       According to the Department of Commerce, on an overall basis, department
       stores registered an average increase of 4.6 percent while discounters
       had a 7.8 percent rise on average. Conventional department stores rose
       1.9 percent. A summary of some year over year comparable store sales
       results is shown below.

<TABLE>
<CAPTION>
                 =============================================== 
                                       COMPARABLE STORE SALES 
                                       (%) CHANGE OVER LAST 12 
                                               MONTHS 
                 =============================================== 
                 <S>                             <C>
                 DISCOUNTERS 
                   Wal-Mart                      4.5 
                   Kmart                         2.3 
                   Dayton Hudson                 2.4 
                 -----------------------------------------------
                 DEPARTMENT STORES 
                   Sears                         6.1 
                   Federated                     2.8 
                   JC Penney                     2.9 
                   Dillards                      2.0 
                 -----------------------------------------------
                 APPAREL 
                   Limited                       2.0 
                   The Gap                       5.0 
                   TJX                           7.0 
                 -----------------------------------------------
                 MISCELLANEOUS 
                   Best Buy                     -4.0 
                   Tandy                          .4 
                   Woolworth                    -2.0 
                   Pier 1                       12.0 
                 =============================================== 
                 Source: Wall Street Journal 
                 =============================================== 
</TABLE>

   o   Consolidation in the department store industry segment continued, albeit
       at a slower pace than seen over the last few years.

       o   ROSE'S STORES -- Announced (11/97) their pending acquisition by
           Variety Wholesalers. Rose's is a North Carolina based 106 store
           junior department store chain. The privately held Variety
           Wholesalers operates 500 units in the southeast.

       o   PROFFITT'S -- Announced (11/97) they will buy CARSON PIRIE SCOTT, a
           midwest based retailer with 56 units and $1.1 billion in annual
           sales. Proffitt's acquired 38 unit PARISIAN chain for $221 million.
           Company now controls 141 stores in 19 states. They have also
           announced an agreement to acquire G.R. HERBERGER'S, a 40-unit
           department store chain based in St. Cloud, Minnesota for $153
           million.

       o   BARNEYS INC. -- To give up control to Hong Kong based Dickenson
           Concepts.

- -------------------------------------------------------------------------------
                                      -18-
<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------

       o   MONTGOMERY WARD & CO. -- With 400 stores in 43 states filed Chapter
           11 in July 1997. They have announced the closure of 48 units.

       o   STRAWBRIDGE & CLOTHIER -- 128 year old Philadelphia based
           institution sold 13 unit department store division to May Company.
           Its 27 unit discount CLOVER division went to Kimco which is putting
           Kohl's in several of the units, their initial foray into the East.

       o   RICH'S -- 26 unit New England based regional chain closes.

       o   FEDERATED -- Continues its conversion of Broadway stores in
           California to Macy's and Bloomingdales.

       o   Discounters are being attacked from two sides. Big Box category
           killers have rapidly expanded on one side. Alternatively, full
           service department stores have become more promotional, closing the
           price advantage gap discounters have traditionally enjoyed. For
           example, BRADLESS and CALDOR remain in bankruptcy and AMES continues
           to struggle looking for the right strategy to compete against
           Wal-Mart, Kmart, Target and now Kohl's.

   o   Troubles continues for several specialty retailers as the protracted
       shake-out continued with several Chapter 11 filings, downsizings, and
       some cases, outright liquidations. Among the more notable:

       o   THE WIZ INC., the New York area based electronics retailer filed for
           bankruptcy (12/97) saying it will close 17 of its 50 Nobody Beats
           The Wiz stores.

       o   BERNARD CHAUS INC., the struggling maker of Chaus women's clothing
           and Nautica Sportswear, announced (11/97) it would close 20 of its
           21 outlet stores.

       o   HOME EXPRESS will liquidate its 12 remaining housewares and linens
           stores by October 1997. The chain, which at one time had 33 units,
           had filed Chapter 11 in February 1996.

       o   LEVITZ FURNITURE INC. filed for Chapter 11 on September 5, 1997. The
           company operates 68 showrooms and 61 smaller stores in 26 states. It
           will initially close 18 stores.

       o   KMART will shed BUILDERS SQUARE for $10.0 million to Leonard Green &
           Partners who will merge it HECHINGERS.

       o   PAYLESS CASHWAYS filed Chapter 11 in July 1997.

       o   WAL-MART announces closure of 7 year old BUD'S chain in July 1997.

       o   WOOLWORTH announces closure of all remaining (400) variety stores in
           July 1997.

       o   SERVICE MERCHANDISE announces (4/97) it would close 60 of its 400
           stores.

- -------------------------------------------------------------------------------
                                      -19-
<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------

       o   CONSOLIDATED STORES announced (3/97) it is scrapping its ALL FOR ONE
           DOLLAR chain (175 units).

       o   GROSSMANS INC., a home improvement retail chain, filed Chapter 11 in
           March 1997.

       o   OSHMANS SPORTING GOODS announces closure (2/97) of 50 of its 84
           conventional stores to concentrate on its superstore concept.

       o   LINEN SUPERMARKET (80 units) liquidated in June 1997.

       o   ROSES AUTO STORES filed Chapter 11 in June 1997 and immediately
           closed all 62 stores. It then reopened 6.

       o   LURIA'S, the 99-year old apparel and hard goods chain filed Chapter
           11 in August 1997 and is closing 11 of its 17 stores. The chain at
           one time had 50 locations throughout Florida.

       o   ALL ABOUT SPORTS filed Chapter 11 in May 1997 and immediately
           announced plans to liquidate.

       o   MCCRORY CORP. is seeking court approval to close 307 of its 461
           remaining stores and liquidate. At one time it ran 820 stores in
           1992 when it filed for protection.

       o   LIMITED will close 200 of its 4,500 units during 1997.

       o   HANDY ANDY -- Regional home improvement chain closed remaining 54
           stores.

       o   HERMAN'S liquidated all of its sporting goods stores in the
           northeast (5/96).

       o   TODAY'S MAN -- 35 unit apparel super store chain filed Chapter 11.

       o   BARNEY'S -- High profile New York based upscale retailer filed
           Chapter 11.

       o   MERRY-GO-ROUND liquidated and closed its remaining 560 units
           including Chess King, Dejaiz and Cignal units.

       o   JAMESWAY -- Regional discount department store chain in the
           northeast liquidated.

       o   INCREDIBLE UNIVERSE -- After aggressive foray into this mega store
           format (185,000 (plus or minus) square feet), TANDY closes division
           down. Tandy will also close the remaining 53 units of its struggling
           MCDUFF ELECTRONICS chain and 19 of its 108 COMPUTER CITY units.

       o   ERNST HOME CENTERS -- Board approved liquidation of 53-unit chain.

       o   KIDS MART -- 144-unit childrens apparel chain rumored to be close to
           filed Chapter 11 in January 1997 and liquidated in April 1997.

       o   SUN TELEVISION AND APPLIANCE is considering closing 9 of its 50
           stores citing losses.

- -------------------------------------------------------------------------------
                                      -20-
<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------
     o  BEST having sold its remaining units to Shottenstein Corp. in November
        1996, the new owner initiated a liquidation of the former catalog
        showroom.


     o  AUTOWORKS (129 units) - Less than one month after filing Chapter 11 in
        July 1997, Hahn Automotive Warehouse got bankruptcy court permission to
        liquidate the inventory of its 83 unit subsidiary.


     o  RICKEL HOME CENTERS - 86 unit home improvement chain filed Chapter 11
        and announced (10/97) they will close its remaining 49 units in New
        York, New Jersey, Pennsylvania, and Delaware, laying off 2,000 people.


     o  HOUSE OF FABRICS filed Chapter 11 and closes 86 of its 361 units.


     o  DISCOVERY ZONE - Fast expanding childrens' entertainment and
        recreation oriented concept filed Chapter 11.


     o  BEN FRANKLIN - Arts and crafts retailer filed Chapter 11 and
        subsequently ordered to liquidate.


     o  KUPPENHEIMER - Apparel retailer files Chapter 11 and plans to close
        half of its 87 units in New Jersey, New York, Pennsylvania, and
        Delaware, laying off 2,000 people.


     o  COUNTY SEAT - 740-unit apparel retailer has filed Chapter 11 and will
        close 200 units. THE WET SEAL has made a proposal to acquire 508 of the
        stores.


     o  ALL FOR A DOLLAR - 111-unit close-out chain has filed Chapter 11.


     Mergers and consolidations among specialty retailers, drug, supermarket
and apparel categories continue. Evidence of changes among the movie business
is also a recognized trend.


     o  UNITED ARTISTS THEATRE GROUP announced (11/97) they will be acquired
        by Hicks, Muse, Tate & Furst Inc. for $850.0 million. The company has
        340 theaters with 2,174 screens in 26 states.


     o  ACT III THEATERS announced (10/97) their pending acquisition by
        Kohlberg Kravis Roberts & Company for $660 million.


     o  SONY CORP. AND CINEPLEX ODEON CORP. agreed (10/97) to combine their
        theaters in a $1.0 billion transaction that will create a 2,600 screen
        chain, second in North America to the 2,700 screen Carmike Cinemas.


     o  GART SPORTS, a Denver based privately held chain, has agreed to
        acquire (10/97) Sportmart Inc, forming the second largest sporting
        goods chain with 120 stores in 13 states and sales of $700 million.


     o  FRED MEYER, INC., announced (11/97) they will merge with Quality Food
        Centers and Ralph's Grocery Company in two separate transactions that
        will create a $15.0 billion company with 800 stores
- -------------------------------------------------------------------------------
                                     -21-
<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------
 
        in 14 states. In early 1997 they merged with Smiths Food and Drug
        creating a 265 unit chain with $7.0 billion in sales.


     o  CONSOLIDATED STORES, operator of Odd Lots, Big Lots, and Kay Bee Toys
        (1,940 units) announced (11/97) they will acquire MacFrugal's Bargain
        Close-outs (325 units in 18 states) for nearly $1.0 billion.


     o  DISCOUNT AUTO PARTS, a 411 unit Florida based automotive after market
        chain, announced (11/97) its merger with Hi-Lo Automotive, forming a
        598 unit company with combined revenues of $700 million.


     o  PETCO has announced (9/97) their intended acquisition of PetCare, an
        81 store privately held chain based in Chicago.


     o  JITNEY JUNGLE STORES OF AMERICA (105 units) will acquire Delchamps
        (118 units).


     o  CVS DRUG acquired Revco in February 1997 with combined total of
        4,000 stores and $10 billion in sales.


     o  STAPLES proposed merger with OFFICE DEPOT in a $3.4 billion deal
        nixed by FTC.


     o  TOYS R US acquired BABY SUPERSTORE in $407 million deal (2/97).


     o  MELVILLE sold KAY BEE TOYS to CONSOLIDATED STORES adding to its Toy
        Liquidators, Toys Unlimited and Amazing Toys close-out units for $315
        million. Melville has officially changed its name to CVS Corp.


     o  SAFEWAY to acquire VON'S in a $1.65 billion deal, creating an
        operation with 1,400 stores, 139,000 employees and $22.0 billion in
        revenues. They will still trail the industry leader, KROGER, in size.


     o  JC PENNEY, parent of THRIFT DRUG, announced they will acquire FAY'S
        INC., operator of 272 units, making Thrift the nation's eight largest
        chain. Penney's acquisition of ECKERD DRUG has been cleared by the FTC.
         


     o  SEARS & ROEBUCK acquired the 61 unit ORCHARD SUPPLY HARDWARE chain
        for $415 million.


     o  WABAN, INC. - to spin off BJ'S WHOLESALE CLUB and change its name to
        its other wholesale club division, HomeBase.


     o  FOOD LION - announced its pending acquisition of KASH N KARRY in a
        $341.0 million deal.


     o  PETSMART - Announced plans to acquire PET CITY HOLDINGS, the largest
        pet superstore chain in the UK.


     o  TJX COMPANIES - announced intent to sell its CHADWICK'S OF BOSTON
        catalog to Brylane LP.


     o  REVCO - completed its tender offer for Big B drug store chain.


     o  QUALITY FOOD CENTERS - Bellvue, WA based supermarket chain to acquire
        56-unit HUGHES FAMILY MARKETS for $360 million.
- -------------------------------------------------------------------------------
                                     -22-
<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------
 
     o  REITs ended the year with excellent gains over the thrashing many of
        their stock prices took earlier in the year. At year end, the average
        REIT was up 40 percent. Outlet center REITs were the notable laggards
        with a 3.8 percent gain. The most significant deal in 1996 involved
        Simon Property Group's $1.5 billion acquisition of The DeBartolo Realty
        Corp. The combined company has a market capitalization of $7.5 billion
        and a portfolio of 111 regional malls, 66 strip centers, and several
        specialty centers.


     o  Power center growth has arguably fueled the industry's expansion over
        the past few years. With investors having become more pessimistic due
        to overbuilding and cannibalization of sales, a new growth vehicle is
        emerging, the supercenter. This concept combines the elements of a
        neighborhood center, discounter, supermarket, and drug store into one
        unit of 150,000 to 200,000 square feet. At the end of 1995 there were
        500 plus and minus  supercenters. A recent ICSC Survey expects the
        market to reach buildout in 2003 with 1,800 stores. Leading chains
        include Wal-Mart, Kmart, Target and Meyer.


     o  Despite trends towards consolidation and downsizing, retailers say
        they will continue aggressive expansions over the next four years.
        These results were tabulated from Shopping Center World's 16th Annual
        Retailer's Expansion Plans Survey. Retailers say they will open 28,000
        stores between 1997 and the end of 2000. Among the 148 responding
        retailers, 83 percent planned their expansions in shopping centers led
        by regional malls.



<TABLE>
<S>                          <C>
   o  Regional Malls         72%
   o  Power Centers          50%
   o  Neighborhood Centers   46%
   o  Community Centers      34%
   o  Outlet Centers         20%
   o  Off-Price Centers      17%
</TABLE>

     37 percent cited the southeastern part of the country as the hottest
        growth area.


     o  As of January 1, 1995 there were 311 outlet centers with 44.4 million
        square feet of space. Outlet GLA has grown at a compound annual rate of
        18.1 percent since 1989. The five outlet center REITs operated 132
        centers as of mid-year 1996. By the year 2000 they expect to operate
        nearly 175 units. Overall occupancy in 1995 (1996 not available at this
        writing) slipped to 93.3 percent from 95.5 percent in 1994. Concerns of
        over-building, tenant bankruptcies, and consolidations have now
        negatively impacted this industry as evidenced by the hit the outlet
        REIT stocks have taken.


     o  Consolidation in the Outlet Industry has been predicted for some time.
        Prime Retail Inc. announced (11/13/97) they have signed a definitive
        agreement to acquire Horizon Group Inc. in a transaction valued at
        $906.3 million. As a result of the deal, Prime will own and operate 20
        of Horizon's 37 outlet centers.


     o  Category Killers and disocunt retailers have continued to drive the
        demand for additional space. In 1995, new contracts were awarded for
        the construction or renovation of 260 million square feet of stores and
        shopping centers, up from 173 million square fee in 1991 according to
        F.W. Dodge, matching the
- -------------------------------------------------------------------------------
                                     -23-
<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------
 
        highest levels over the past two decades. It is estimated that between
        1992 and 1994, approximately 55.0 percent of new retail square footage
        was built by big box retailers. In 1994, it is estimated that they
        accounted for 80.0 percent of all new stores. Most experts agree that
        the country is over-stored. Ultimately, it will lead to higher vacancy
        rates and place severe pressure on aging, capital intensive centers.
        Many analysts predict that consolidation will occur soon in other
        superstores categories such as in the office products segment where
        Office Depot and Staples have announced a merger.


     o  Entertainment is clearly the new operational requisite for property
        owners and developers who are incorporating some form of entertainment
        into their designs. With a myriad of concepts available, ranging from
        mini-amusement parks to multiplex theater and restaurant themes, to
        interactive high-tech applications, choosing the right formula is a
        difficult task. Many of the nation's largest media and entertainment
        companies are getting into the retail business in some fashion. AMC
        Entertainment has formed a separate subsidiary, Centertainment, Inc.,
        to work with developers to create entertainment based retail projects.


     o  Super-regional value-oriented mega malls such as The Mills concept are
        expected to be one area of growth over the next several years. This
        hybrid concept incorporates the diverse mix of super-regional malls
        with the value-oriented aspects of factory outlets, category killers,
        off-price merchants and retailer clearance outlets under one roof. In
        addition, they add an entertainment component that is designed to
        extend the stay of the patron from approximately one to one and
        one-half hours in a traditional mall format to three to five hours.
        These malls are at least 1.0 million square feet althought the Mills
        design averages 1.5 million square feet. They can contain between 7 and
        20 anchors and have trade areas stretching upwards to 100 miles.

INVESTMENT CRITERIA AND INSTITUTIONAL INVESTMENT PERFORMANCE

     Investment criteria for mall properties range widely. Many firms and
organizations survey individuals active in this industry segment in order to
gauge their current investment criteria. These criteria can be measured against
traditional units of comparison such as price (or value) per square foot of GLA
and overall capitalization rates.

     The price that an investor is willing to pay represents the current or
present value of all the benefits of ownership. Of fundamental importance is
their expectation of increases in cash flow and the appreciation of the
investment. Investors have shown a shift in preference to initial return,
placing probably less emphasis on the discounted cash flow analysis (DCF). A
DCF is defined as a set of procedures in which the quantity, variability,
timing, and duration of periodic income, as well as the quantity and timing of
reversions, are specified and discounted to a present value at a specified
yield rate. Understandably, market thinking has evolved after a few hard years
of reality where optimistic cash flow projections did not materialize. The DCF
is still, in our opinion, a valid valuation technique that when properly
supported, can present a realistic forecast of a property's performance and its
current value in the marketplace.

     Equitable Real Estate Investment Management, Inc. reports in their
EMERGING TRENDS IN REAL ESTATE - 1998 that their respondents give retail
investments generally poor performance
- -------------------------------------------------------------------------------
                                     -24-

<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------
 
forecasts in their latest survey due to the protracted merchant shakeout which
will continue into 1997 and the general overbuilding which has had a
fundamental change on the industry. While dominant, Class A malls are still
considered to be one of the best real estate investments anywhere, only 34
percent of the respondents recommended buying malls. This was up from 20
percent in 1997.


     The following chart summarizes the results of their current survey.


                     RETAIL PROPERTY RANKINGS AND FORECASTS




<TABLE>
<CAPTION>
                            INVESTMENT POTENTIAL                           PREDICTED VALUE GAINS
                           ----------------------       1998       --------------------------------------
      PROPERTY TYPE         RATING1     RANKING2     RENT CHANGE      1 YR.        5 YRS.       10 YRS.
- ------------------------   ---------   ----------   ------------   ----------   -----------   -----------
<S>                        <C>         <C>          <C>            <C>          <C>           <C>
     Regional Malls            4.6        7th            +0.6%         +2.2%        +11.9%        +22.9%
     Power Centers             3.9        8th            -0.2%         -0.4%          8.5%         17.1%
     Community Centers         5.4        5th             1.8%          3.4%         12.7%         23.9%
</TABLE>

- --------
1 Scale of 1 to 10

2 Based on 9 property types


Source: Emerging Trends in Real Estate - 1998

  REGIONAL MALLS

     It is felt that price declines in malls as an investment have bottomed out
and are slowly recovering. Thirty-four percent of all respondents recommend
buying up from 20 percent last year. However, interviewees regard malls as more
of a hold than a buy and generally counsel against selling at this time. Malls
now rank 7th overall in investment appeal, 9th in development potential, and
8th in overbuilding risk. Value gains of 2.2 percent are forecasted this year,
their 22.9 percent over ten years does not stack up well against other
investment choices. While dominant malls in strong growth markets continue to
be prime investments, older malls are clearly at risk as they are vulnerable to
new competition and have high maintenance costs which cannot compete with newer
open air centers that operate much more cost effectively.

  POWER CENTERS

     This ten year old phenomenon has pushed itself into a lowly 3.9 investment
ranking (last) and a high overbuilding risk (second). Anticipated rent and
value changes will be essentially flat (-.2 percent and -.4 percent,
respectively). Long term appreciation lacks any real appeal and interviewees
overwhelmingly recommend selling the centers and show little interest in buying
at this time.

  COMMUNITY CENTERS

     Emerging Trends cites that with larger retail formats struggling, certain
neighborhood and community centers may be well positioned to excel over the
next few years. Investment and development potential rank 5th and 6th,
respectively. Value gains of 3.4 percent are forecasted for 1998 along with
rent increases of 1.8 percent (1 year). Over the long term, a 23.9 percent
value gain is forecasted. Centers with "super" grocery stores provide a
convenient alternative for time pressed shoppers which adds to their appeal.

     The NCREIF PROPERTY INDEX represents data collected from the Voting
Members of the National Council of Real Estate Investment Fiduciaries. As shown
in the following table, data through the second quarter of 1997 shows that the
retail index posted a positive 1.63 percent

- -------------------------------------------------------------------------------
                                     -25-

<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------
 
total return for that quarter versus 5.08 percent increase in total return for
all of 1996. The 1.63 percent total return for the quarter was more than 100
basis points below the overall NCREIF total property index of 2.66 percent. On
the bright side, the 2.06 percent income return was the highest in 13 years.
However, the negative appreciation return represented the 27th markdown in the
last 28 quarters. On balance, positive trends are in evidence by the fact that
restructuring in the retail industry is better positioning the centers to meet
growing consumer demands influenced by the strong economy and growing consumer
confidence. Retail sales continue to outpace inflation and there are signs that
construction is slowly subsiding.


                            RETAIL PROPERTY RETURNS
                                NCREIF INDEX (%)




<TABLE>
<CAPTION>
      PERIOD         INCOME     APPRECIATION      TOTAL      CHANGE IN CPI*
- -----------------   --------   --------------   ---------   ---------------
<S>                 <C>        <C>              <C>         <C>
  2nd Qtr. 1997        2.06          -.43           1.63
     One Year          8.30         -3.20           4.90
   Three Years         8.11         -2.78           5.16
    Five Years         7.74         -3.43           4.11
    Ten Years          7.11         -1.19           5.86
</TABLE>

- --------
* Annualized year ending 12/31

Source: Real Estate Performance Report
        National Council of Real Estate Investment Fiduciaries


     Retail's total return of 4.90 percent for year ending 6/30/97 was
substantially behind the other investment categories including Apartment
(11.20%), Office (13.93%), R&D (22.27%), and Warehouse (12.88%). Among the
different retail categories, neighborhood centers posted the best total
performance, while regional malls were laggards.


                           RETAIL SEGMENT PERFORMANCE

<TABLE>
<CAPTION>
        CATEGORY             INCOME      APPRECIATION      TOTAL
- ------------------------   ----------   --------------   ---------
<S>                        <C>          <C>              <C>
  Neighborhood                 9.05%         - .63%          8.70
  Community                    9.07%         - .78%          8.23
  Regional Malls               8.05%         -4.66%          3.12
  Super Regional Malls         7.90%         -4.24%          3.40
</TABLE>

     From the above, it is clear that value declines were still in evidence
during the first half of 1997.


     Private investor underwriting has become more conservative with respect to
vacancy allowances, growth rate (rent, sales) and occupancy cost tolerance
levels. The reduced spread between cash returns and internal rate of returns is
evidence that buyers seek a higher proportion of their expected return from
income rather than from appreciation.


     The Cushman & Wakefield Investor Survey also confirms trends that
capitalization rates for most retail categories have risen. Regional malls have
been the most affected. This is partly due to the fact that a large number of
malls are currently available for sale.
- -------------------------------------------------------------------------------
                                     -26-
<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------

   The Urban Land Institute, in their 1997 REAL ESTATE FORECAST - MID YEAR 
OUTLOOK, projects very small increases in effective rents through mid-1998 
for both regional malls and strip shopping centers. Even though rent 
increases will likely be higher than 1996, they will likely not keep pace 
with inflation. In fact, retail garnered the bottom two spots in ULI's 
ranking of 10 property types in measuring their expected performance change. 
The downward pressure on rents has been attributed to the expansion of 
big-box retailers, which has resulted in a changing tenant base that requires 
a different type of space than exists in much of the older retail stock. 

REAL ESTATE INVESTMENT TRUST MARKET (REITS) 

   To date, the impact of REITs on the retail investment market has been 
significant, although the majority of Initial Property Offerings (IPOs) 
involving regional malls, shopping centers, and outlet centers did not enter 
the market until the latter part of 1993 and early 1994. It is noted that 
REITs have dominated the investment market for apartment properties and have 
evolved into a major role for retail properties as well. 

   Currently, there are in excess of 300 REITs in the United States, more 
than three-quarters of which are publicly traded. The advantage provided by 
REITs, in comparison to more traditional real estate investment 
opportunities, include the diversification of property types and location, 
increased liquidity due to shares being traded on major exchanges, and the 
exemption from corporate taxes when 95.0 percent of taxable income is 
distributed. 

   There are essentially three kinds of REITs which can either be 
"open-ended", or Finite-life (FREITs) which have specified liquidation dates, 
typically ranging from eight to fifteen years. 

   o     EQUITY REITS center around the ownership of properties where 
         ownership interests (shareholders) receive the benefit of returns 
         from the operating income as well as the anticipated appreciation of 
         property value. Equity REITs typically provide lower yields than 
         other types of REITs, although this lower yield is theoretically 
         offset by property appreciation. 

   o     MORTGAGE REITS invest in real estate through loans. The return to 
         shareholders is related to the interest rate for mortgages placed by 
         the REIT. 

   o     HYBRID REITS combine the investment strategies of both the equity 
         and mortgage REITs in order to diversify risk. 

   The influx of capital into REITs has provided property owners with an 
significant alternative marketplace of investment capital and resulted in a 
considerably more liquid market for real estate. A number of 
"non-traditional" REIT buyers, such as utility funds and equity/income funds, 
established a major presence in the market during 1993/94. 

   1995 was not viewed as a great year for REITs relative to the advances 
seen in the broader market. Through the end of December, equity REITs posted 
nearly a 10 percent total return according to the National Association of 
Real Estate Investment Trusts (NAREIT). The best performer among equity REITs 
was the office sector with a 38.8 percent total return. This was followed by 
self-storage (34.9%), hotels (30.8%), triple-net lease (31.6%), and 
industrial/self-storage (27.9%). One equity REIT sector was in the red 
- -outlet centers (-2.80%). 

- -------------------------------------------------------------------------------
                                      -27-
<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------

RETAIL REITS 

   As of September 30, 1997, there were a total of 47 REITs specializing in 
retail, making up sizable percentage of the securities in the REIT market. 
Forty six of these REIT companies are Equity REITs. Depending upon the 
property type in which they specialize, retail REITs are divided into three 
categories: shopping centers, regional malls, and outlet centers. The REIT 
performance indices chart, shown as TABLE A, displays a summary performance 
of the three composite categories. TABLE B identifies the number of companies 
and market capitalization for year end 1996 as well as through the third 
quarter 1997. 

===============================================================================
                       TABLE A - RETAIL REIT PERFORMANCE 
===============================================================================
                        12/31/96                   9/30/97 
                ------------------------- -------------------------- 
                 Y-T-D TOTAL    DIVIDEND       Y-T-D       DIVIDEND 
                    RETURN       YIELD     TOTAL RETURN     YIELD 
===============================================================================

ALL REITS           39.96%        6.59%        13.24%        6.28% 
 Strip Centers      32.88%        6.50%        15.53%        5.98% 
 Regional 
  Malls             44.63%        6.60%        12.21%        6.62% 
 Outlet 
  Centers            3.78%        9.22%         5.59%        7.87% 
- -------------------------------------------------------------------------------
Source: Realty Stock Review 
===============================================================================

===============================================================================
                        TABLE B - MARKET CAPITALIZATION 
===============================================================================
                          12/31/96                      9/30/97 
                ----------------------------- ---------------------------- 
                   NO. OF         MARKET         NO. OF         MARKET 
                 SECURITIES   CAPITALIZATION*  SECURITIES   CAPITALIZATION 
===============================================================================

ALL REITS            43          $20,190.7         47         $26,889.6 
 Strip Centers       26          $11,145.8         27         $14,016.0 
 Regional 
  Malls              10          $ 7,349.0         12         $10,337.2 
 Outlet 
  Centers             6          $ 1,300.2          6         $ 1,694.0 
- -------------------------------------------------------------------------------
* Number reported in thousands. 
Source: Realty Stock Review 
===============================================================================

   As can be seen, the 43 REIT securities at year end 1996 had a market 
capitalization of approximately $20.2 billion. Total returns of nearly 40.0 
percent were well ahead of the stock market as a whole and also exceeded the 
35.8 percent return for all REITs. Regional malls did exceptionally well with 
nearly a 45 percent return followed by strip centers at approximately 33%. 
Outlet centers, which were posting negative returns through the third 
quarter, recovered to show a 3.8 percent return for the year. Accordingly, 
dividend yields for this group were 9.22 percent, some 266 basis points above 
the composite average return. 

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

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------

   Data through the third quarter of 1997 shows that the 47 REIT securities 
have a market cap of $26.9 billion. Year to date returns for strip centers 
and regional malls are 6.0 and 6.6 percent respectively. Alternatively, 
outlet center REIT's which performed poorly through the first half of 1997, 
have turned around to post a 5.6% YTD return. 

   While many of the country's best quality malls and shopping centers have 
recently been offered in the public market, this heavily capitalized 
marketplace has provided sellers with an attractive alternative to the more 
traditional market for large retail properties. 

   REITs have been the most aggressive buyer of centers by virtue of their 
need to grow FFO. TABLE C highlights the change in ownership between 1994 and 
1997. 

              ==================================================
                                    TABLE C 
                           PERCENTAGE OF U.S. CENTERS 
                         OWNED BY REITS BY CENTER SIZE 
              ==================================================
                 CENTER SIZE (SF)      % IN 1994     % IN 1997 
              ---------------------  ------------- ------------- 
              
                   (less than) 100,000     1.1%          3.9% 
                   100,001 -   200,000     3.0%          7.9% 
                   200,001 -   400,000     6.1%         13.8% 
                   400,001 -   800,000    11.7%         20.3% 
                   800,001 - 1,000,000    13.9%         30.6% 
              (greater than) 1,000,000    12.6%         27.8% 
              All Centers                  2.5%          6.6% 
              
              --------------------------------------------------
              Source: ICSC Research Quarterly -Fall 1997 
              ==================================================

   From the above it is shown that REITs now own 6.6 percent of all shopping 
centers. Further analysis shows they own 23 percent of all regional malls and 
6 percent of all strip centers. 

REGIONAL MALL REITS 

   The accompanying exhibit TABLE B summarizes the basic characteristics of 
nine REITs and one publicly traded real estate operating company (Rouse 
Company) comprised exclusively or predominantly of regional mall properties. 
Excluding the Rouse Company (ROUS), the IPOs have all been completed since 
November 1992. The nine public offerings with available information have a 
total of 281 regional or super regional malls with a combined leasable area 
of approximately 229 million square feet. This figure represents more than 
14.0 percent of the total national supply of this product type. 

   The ten companies are among the largest and best capitalized domestic real 
estate equity securities, and are considerably more liquid than more 
traditional real estate related investments. 

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

                                                 NATIONAL RETAIL MARKET OVERVIEW
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
===================================================================================
TABLE B - REGIONAL MALL REIT ANALYSIS
CUSHMAN & WAKEFIELD INC.
                                     CBL           GWN          GGP         JPR
                                    CBL &         CROWN       GENERAL    JP REALTY
        REIT PORTFOLIO             ASSOC.       AMERICAN      GROWTH        INC.
- -----------------------------------------------------------------------------------
<S>                            <C>            <C>          <C>          <C>
COMPANY OVERVIEW
No. of Retail Centers ........         105            25           67      n/a
No. of Regional Malls ........          16            25           66          10
Mall as % of Portfolio .......          71%           99%          98%         71%
Avg. Total GLA/Center* .......         655           545          699         493

MALL OPERATIONS
Reporting Year ...............        1995          1995         1995        1995
Avg. Sales PSF of Mall
 Shop GLA ....................   $     232      $    206     $    235    $    208
Avg. Rent on Recent
 Leases ......................   $   17.41      $  17.96     $  21.80    $  21.45
Minimum Rent/Sales Ratio              7.5%          8.7%         9.3%       10.3%
Total Occupancy Cost/Sales
 Ratio .......................        12.3%         11.1%        12,1%       10.2%
 Mall Shop Occupancy level            88.2%         82.0%        86.2%       86.5%

SHARE PRICES
IPO Date .....................    10/27/93        8/9/93       4/8/93      n/a
IPO Price ....................   $   19.50      $  17.25     $  22.00      n/a
Current Price (11/29/96) .....   $   24.50      $   7.63     $  27.75    $  19.50
52 - Week High ...............   $   25.00      $   8.75     $  28.38    $  19.75
52 - Week Low ................   $   19.50      $   6.63     $  18.50    $  15.13

CAPITALIZATION & YIELDS
Market Capitalization** ......   $   1,266      $    842     $  2,744    $    661
Annual Dividend ..............   $    1.68      $   0.80     $   1.72    $   1.92
Dividend Yield (11/29/96).....        6.86%        10.48%        6.20%       9.85%
FFO 1996*** ..................   $    2.03      $   1.29     $   1.95    $   1.83
FFO Yield (11/29/96) .........        8.29%        16.91%        7.03%       9.38%
===================================================================================
<CAPTION>
=================================================================================================================
                                                                             SPG                          URB
                                     MAC          MLS          RSE          SIMON           GCO          URBAN
                                THE MACERICH   THE MILLS      ROUSE       PROPERTY        TAUBMAN      SHOPPING
        REIT PORTFOLIO             COMPANY       CORP.       COMPANY        GROUP         CENTERS       CENTERS 
- ----------------------------------------------------------------------------------------------------------------
<S>                            <C>            <C>         <C>          <C>            <C>            <C>
COMPANY OVERVIEW
No. of Retail Centers ........          20           18           69           177             19            12
No. of Regional Malls ........          17            4           38           113             19             8
Mall as % of Portfolio .......          97%          82%          75%           77%           100%           95%
Avg. Total GLA/Center* .......         735        1,500          873           759          1,102         1,040

MALL OPERATIONS
Reporting Year ...............        1995         1995         1995          1995           1995          1995
 Avg. Sales PSF of Mall
 Shop GLA ....................    $    290     $    297     $    289     $     276      $     352      $    344
Avg. Rent on Recent
 Leases ......................    $  23.00     $  25.00     $  24.90     $   21.92      $   41.27      $  34.64
 Minimum Rent/Sales Ratio              7.9%         8.4%         8.6%          7.9%          11.7%         10.1%
Total Occupancy Cost/Sales
 Ratio .......................        11.3%        11.6%        12.2%         11.0%          15.1%         11.4%
 Mall Shop Occupancy level            92.2%        90.0%        95.2%         86.4%          88.0%         92.6%

SHARE PRICES
IPO Date .....................      3/9/94         4/94         1966      12/26/93       11/18/92       10/6/93
IPO Price ....................    $  19.00     $  23.50       n/a        $   22.25      $   11.00      $  23.50
Current Price (11/29/96) .....    $  23.25     $  20.75     $  26.50     $   27.38      $   11.63      $  26.50
52 - Week High ...............    $  24.00     $  22.50     $  27.38     $   27.88      $   12.50      $  27.88
52 - Week Low ................    $  19.00     $  16.50     $  18.25     $   21.13      $    9.25      $  20.13

CAPITALIZATION & YIELDS
Market Capitalization** ......    $  1,328     $  1,481     $  3,936     $   5,900      $   3,127      $  1,072
Annual Dividend ..............    $   1.76     $   1.89     $   0.88     $    1.97      $    0.88      $   1.98
Dividend Yield (11/29/96).....        7.57%        9.11%        3.32%         7.20%          7.57%         7.47%
FFO 1996*** ..................    $   1.96     $   1.96     $   2.42     $    2.34      $    0.98      $   2.41
FFO Yield (11/29/96) .........        8.43%        9.45%        9.13%         8.55%          8.43%         9.09%
=================================================================================================================
Source: Salomon Brothers, Realty Stock Review; Annual Reports and Green Street
        Advisors, Inc.

*     Numbers in thousands (000) includes malls only.

**    Numbers in millions.

***   Funds From Operations is defined as net income (loss) before
      depreciation, amortization, other non-cash items, extraordinary items,
      gains or losses on sales of assets and before minority interests in the
      Operating Partnership.
=================================================================================================================
</TABLE>



<PAGE>

SHOPPING CENTER REITs

     Shopping center REITs comprise the largest sector of the retail REIT
market accounting for 26 out of the total 43 securities. General
characteristics of seven of the largest shopping center REITs are summarized on
TABLE C. The public equity market capitalization of the seven companies totaled
$6.1 billion as of October 31, 1996. The two largest, Kimco Realty Corp. and
New Plan Realty Trust have a market capitalization equal to approximately 34.4
percent of the group total.

     Year-to-date returns have been 16.19 percent for all shopping center REITs
including a 7.36 percent dividend yield.
- -------------------------------------------------------------------------------
                                     -30-
<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
===============================================================================
TABLE C - SHOPPING CENTER REIT ANALYSIS
CUSHMAN & WAKEFIELD INC.
                                           DDR           FRT          GRT
                                          DEVEL        FEDERAL     GLIMCHER
            REIT PORTFOLIO             DIVERSIFIED   REALTY INV     REALTY                          
- -------------------------------------------------------------------------------
<S>                                   <C>           <C>          <C>
  COMPANY OVERVIEW
  Total Properties ..................        111            53           84
  Total Retail Centers ..............        104            53           84
  Total Retail GLA* .................     23,600        11,200       12,300
  Avg. Total GLA/Center* ............        227           211          146
  MALL OPERATIONS
  Reporting Year ....................         --            --         1994
  Total Rental Income ...............         --            --     $ 71,101
  Average Rent/Square Foot ..........   $   6.04            --     $   5.78
  Total Operating Expenses ..........         --            --     $ 45,746
  Operating Expenses/Square Foot.....         --            --     $   3.72
  Operating Expense Ratio ...........         --            --         64.3%
  Total Occupancy Level .............       96.6%         95.1%        96.3%
  SHARE PRICES
  IPO Date ..........................       1992          1993         1994
  IPO Price .........................   $  19.50      $  17.25     $  14.75
  Current Price (12/15/95) ..........   $  29.88      $  23.38     $  17.75
  52 - Week High ....................   $  32.00      $  23.75     $  22.38
  52 - Week Low .....................   $  26.13      $  19.75     $  16.63
  CAPITALIZATION & YIELDS
  Outstanding Shares * ..............      18.96         32.22        24.48
  Market Capitalization* ............   $    567      $    753     $    435
  Annual Dividend ...................   $   2.40      $   1.64     $   1.92
  Dividend Yield (12/15/95) .........       8.03%         7.01%       10.82%
  FFO 1995*** .......................   $   2.65      $   1.78     $   2.25
  FFO Yield (12/15/95) ..............       8.87%         7.61%       12.68%
===============================================================================
<CAPTION>
=====================================================================================================
                                           JPR           KIM          NPR        VNO         WRI
                                            JP          KIMCO      NEW PLAN    VORNADO    WEINGARTEN
            REIT PORTFOLIO             REALTY INC.   REALTY CORP    REALTY     REALTY       REALTY                            
- -----------------------------------------------------------------------------------------------------
<S>                                   <C>           <C>           <C>        <C>        <C>
  COMPANY OVERVIEW
  Total Properties ..................        46             193         123        65           161
  Total Retail Centers ..............        40             193         102        56           141
  Total Retail GLA* .................     6,895          26,001      14,500     9,501        13,293
  Avg. Total GLA/Center* ............       172             135         142       170            94
  MALL OPERATIONS
  Reporting Year ....................        --            1994          --        --          1994
  Total Rental Income ...............        --       $ 125,272          --        --     $ 112,233
  Average Rent/Square Foot ..........        --       $    4.82          --        --     $    8.44
  Total Operating Expenses ..........        --       $  80,563          --        --     $  76,771
  Operating Expenses/Square Foot.....        --       $    3.10          --        --     $    5.78
  Operating Expense Ratio ...........        --            64.3%         --        --          68.4%
  Total Occupancy Level .............      94.0%           94.7%       95.4%     94.0%         92.0%
  SHARE PRICES
  IPO Date ..........................      1994            1991        1973      1993          1985
  IPO Price .........................    $22.00       $   19.00          --    $22.25            --
  Current Price (12/15/95) ..........    $20.63       $   42.25    $  21.63    $36.13     $   36.13
  52 - Week High ....................    $21.38       $   42.25    $  23.00    $38.13     $   38.13
  52 - Week Low .....................    $17.38       $   35.00    $  18.75    $32.75     $   32.75
  CAPITALIZATION & YIELDS
  Outstanding Shares * ..............     19.72           22.43       53.26     24.20         26.53
  Market Capitalization* ............    $  407       $     948    $  1,152    $  874     $     959
  Annual Dividend ...................    $ 1.68       $    2.16    $   1.39    $ 2.24     $    2.40
  Dividend Yield (12/15/95) .........      8.14%           5.11%       6.43%     6.20%         6.64%
  FFO 1995*** .......................    $ 1.83       $    3.15    $   1.44    $ 2.67     $    2.80
  FFO Yield (12/15/95) ..............      8.87%           7.46%       6.66%     7.39%         7.75%
=====================================================================================================
Source: Salomon Brothers and Realty Stock Review; Annual Reports

*     Numbers in thousands (000) includes retail properties only.

**    Numbers in millions.

***   Funds From Operations is defined as net income (loss) before
      depreciation, amortization, other non-cash items, extraordinary items,
      gains or losses on sales of assets and before minority interests in the
      Operating Partnership.
=====================================================================================================
</TABLE>

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

                                                NATIONAL RETAIL MARKET OVERVIEW
- --------------------------------------------------------------------------------
 
OUTLOOK

     A review of various data sources reveals the intensity of the development
community's efforts to serve a U.S. retail market that is still growing,
shifting and evolving. It is estimated 25-30 power centers appear to be capable
of opening annually, generating more than 12 million square feet of new space
per year. That activity is fueled by the locational needs of key power center
tenants, 27 of which indicated in recent year-end reports to shareholders an
appetite for 900 new stores annually, an average of 30 new stores per firm.

     With a per capita GLA figure of 19 square feet, most analysts are in
agreement that the country is already over-stored. As such, new centers will
become feasible through the following demand generators:

      o   The gradual obsolescence of some existing retail locations and retail
facilities;

      o   The evolution of the locational needs and format preferences of
various anchor tenants; and

      o   Rising retail sales generated by increasing population and household
levels.

     By the year 2000, total retail sales are projected to rise from $2.237
trillion in 1994 to almost $2.9 trillion; shopping center-inclined sales are
projected to rise by $361 billion, from $1.194 trillion in 1994 to nearly $1.6
trillion in the year 2000. Those increases reflect annual compound growth rates
of 4.1 percent and 4.5 percent, respectively, for the six-year period.

     On balance, we conclude that the outlook for the retail industry is one of
cautious optimism. Because of the importance of consumer spending to the
economy, the retail industry is one of the most studied and analyzed segments
of the economy. One obvious benefactor of the aggressive expansion and
promotional pricing which has characterized the industry is the consumer. There
will continue to be an increasing focus on choosing the right format and
merchandising mix to differentiate the product from the competition and meet
the needs of the consumer. Quite obviously, many of the nations' existing
retail developments will find it difficult if not impossible to compete.
Tantamount to the success of these older centers must be a proper merchandising
or repositioning strategy that adequately considers the feasibility of the
capital intensive needs of such an undertaking. Coincident with all of the
change which will continue to influence the industry is a general softening of
investor bullishness. This will lead to a realization that the collective
interaction of the fundamentals of risk and reward now require higher
capitalization rates and long term yield expectations in order to attract
investment capital.

- -------------------------------------------------------------------------------
                                     -32-
<PAGE>

                         SUMMARY OF WEIGHTED AVERAGES

                Cushman & Wakefield Valuation Advisory Services
                                  Spring 1998




<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES                 INTERNAL
                          ---------------------------------------    RATE OF RETURN
                               GOING-IN            TERMINAL
                             LOW       HIGH      LOW       HIGH       LOW       HIGH
                          --------- --------- --------- --------- ---------- ----------
<S>                       <C>       <C>       <C>       <C>       <C>        <C>
OFFICE
 URBAN/CBD                    8.6%      9.0%      9.1%      9.6%      12.7%      13.1%
  Class A-Leased Asset        8.4%      9.0%      8.8%      9.4%      11.1%      11.9%
  Class B-Leased Asset        9.5%      9.8%      9.7%      9.9%      12.5%      12.6%
  Class A-Value Added         7.9%      8.1%      8.7%      9.4%      13.9%      13.9%
  Class B-Value Added         8.9%      9.4%      9.8%     10.1%      15.1%      15.2%
 SUBURBAN                     8.7%      9.2%      9.3%      9.8%      12.5%      12.9%
  Class A-Leased Asset        8.5%      9.2%      9.0%      9.6%      11.2%      11.8%
  Class B-Leased Asset        9.3%      9.7%      9.7%      9.9%      12.2%      12.5%
  Class A-Value Added         8.1%      8.5%      9.3%      9.6%      13.4%      13.7%
  Class B-Value Added         8.9%      9.3%      9.8%     10.1%      14.7%      14.7%
INDUSTRIAL
 WAREHOUSE/DISTRIBUTION       8.8%      9.2%      9.3%      9.8%      12.0%      12.5%
  Class A-Leased Asset        8.6%      9.3%      9.0%      9.6%      10.8%      11.5%
  Class B-Leased Asset        9.1%      9.7%      9.6%      9.9%      11.8%      12.2%
  Class A-Value Added         8.5%      8.9%      9.2%      9.7%      12.9%      13.4%
  Class B-Value Added         9.0%      9.3%      9.9%     10.1%      14.0%      14.3%
 BUSINESS PARKS/OTHER
  IND'L & MFG                 8.4%      8.8%      9.3%      9.8%      12.7%      13.2%
  Class A-Leased Asset        9.0%      9.4%      9.3%      9.7%      11.2%      11.4%
  Class B-Leased Asset        9.4%      9.6%      9.6%      9.9%      11.8%      11.8%
  Class A-Value Added         7.3%      7.8%      9.2%      9.7%      13.3%      14.8%
  Class B-Value Added         7.5%      8.0%      9.4%      9.9%      15.5%      16.0%
RETAIL
 NEIGHBORHOOD &
  COMMUNITY CENTERS           9.3%      9.4%     10.0%     10.4%      12.1%      12.7%
  Class A-Leased Asset        8.9%      9.9%      9.3%     10.2%      11.0%      11.8%
  Class B-Leased Asset        9.7%     10.1%     10.2%     10.5%      11.8%      12.2%
  Class A-Value Added         9.1%      7.4%      9.8%     10.0%      12.7%      13.1%
  Class B-Value Added        10.1%     10.3%     11.4%     11.5%      14.4%      14.5%



<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                    3.2%      3.8%      2.8%      3.2%     6.4      7.6
  Class A-Leased Asset        3.4%      4.1%      3.0%      3.5%     8.1      8.8
  Class B-Leased Asset        3.0%      3.7%      2.7%      3.0%     5.3      7.3
  Class A-Value Added         3.0%      3.6%      2.7%      3.0%     5.1      6.4
  Class B-Value Added         3.4%      3.8%      2.8%      3.2%     5.6      6.8
 SUBURBAN                     3.0%      3.6%      2.9%      3.2%     7.1      7.8
  Class A-Leased Asset        3.1%      3.8%      3.0%      3.4%     8.1      8.7
  Class B-Leased Asset        2.8%      3.4%      2.8%      3.1%     7.5      7.5
  Class A-Value Added         3.1%      3.6%      2.9%      3.2%     5.3      6.8
  Class B-Value Added         3.1%      3.6%      2.9%      3.1%     6.6      7.6
INDUSTRIAL
 WAREHOUSE/DISTRIBUTION       2.6%      3.2%      2.8%      3.1%     7.6      8.5
  Class A-Leased Asset        2.9%      3.5%      2.9%      3.3%     8.4      8.9
  Class B-Leased Asset        2.6%      3.1%      2.8%      3.0%     7.8      8.6
  Class A-Value Added         2.4%      3.1%      2.8%      3.1%     6.3      7.9
  Class B-Value Added         2.4%      3.1%      2.6%      2.9%     7.0      8.2
 BUSINESS PARKS/OTHER
  IND'L & MFG                 3.3%      3.3%      3.4%      3.4%     6.9      7.8
  Class A-Leased Asset        3.3%      3.3%      3.5%      3.5%     7.3      8.8
  Class B-Leased Asset        3.3%      3.3%      3.3%      3.3%     7.5      7.5
  Class A-Value Added         3.3%      3.3%      3.5%      3.5%     5.7      7.0
  Class B-Value Added         3.3%      3.3%      3.3%      3.3%     7.5      7.5
RETAIL
 NEIGHBORHOOD &
  COMMUNITY CENTERS           2.6%      3.2%      2.9%      3.4%     8.3      9.2
  Class A-Leased Asset        2.8%      3.5%      3.1%      3.6%     9.1      9.4
  Class B-Leased Asset        2.5%      2.9%      2.7%      3.1%     8.4      9.0
  Class A-Value Added         2.7%      3.1%      3.1%      3.4%     7.3      9.2
  Class B-Value Added         2.4%      2.9%      2.6%      3.1%     8.0      8.8
</TABLE>

                                       1
<PAGE>

                         SUMMARY OF WEIGHTED AVERAGES

                Cushman & Wakefield Valuation Advisory Services
                                  Spring 1998




<TABLE>
<CAPTION>
                                  CAPITALIZATION RATES                INTERNAL
                         ---------------------------------------   RATE OF RETURN
                              GOING-IN            TERMINAL
                            LOW       HIGH      LOW       HIGH      LOW       HIGH
                         --------- --------- --------- --------- --------- ---------
<S>                      <C>       <C>       <C>       <C>       <C>       <C>
 POWER CENTER & "BIG
  BOX"                       9.0%      9.1%     10.1%     10.2%   13.6%     13.8%
  Class A-Leased Asset       9.5%      9.7%      9.9%     10.1%   11.3%     11.6%
  Class B-Leased Asset      10.0%     10.0%     10.5%     10.5%   13.0%     13.0%
  Class A-Value Added        7.5%      7.5%     10.3%     10.3%   17.0%     17.0%
  Class B-Value Added        7.5%      7.5%     10.5%     10.5%   20.0%     20.0%
 REGIONAL MALLS              8.0%      9.3%      8.1%      9.0%   12.8%     13.6%
  Class A-Leased Asset       7.4%      8.9%      7.9%      9.3%   10.7%     11.9%
  Class B-Leased Asset       8.5%     10.5%      8.5%      8.5%   16.0%     16.0%
  Class A-Value Added        8.5%      8.5%      8.0%      8.0%   15.0%     15.0%
  Class B-Value Added        9.5%      9.5%      9.0%      9.0%   18.0%     18.0%
 SPECIALTY RETAIL        #DIV/0!   #DIV/0!   #DIV/0!   #DIV/0!   #DIV/0!   #DIV/0!
  Class A-Leased Asset   #DIV/0!   #DIV/0!   #DIV/0!   #DIV/0!   #DIV/0!   #DIV/0!
  Class B-Leased Asset   #DIV/0!   #DIV/0!   #DIV/0!   #DIV/0!   #DIV/0!   #DIV/0!
  Class A-Value Added    #DIV/0!   #DIV/0!   #DIV/0!   #DIV/0!
  Class B-Value Added    #DIV/0!   #DIV/0!   #DIV/0!   #DIV/0!
RESIDENTIAL
 APARTMENTS                  8.7%      9.2%      9.1%      9.6%   12.8%     13.5%
  Class A-Leased Asset       8.2%      8.9%      8.7%      9.3%   11.0%     11.8%
  Class B-Leased Asset       9.1%      9.4%      9.4%      9.9%   13.0%     13.4%
  Class A-Value Added        8.9%      9.6%      8.8%      9.5%   16.3%     16.8%
  Class B-Value Added        9.5%     10.4%      9.7%     10.5%   20.7%     21.3%



<CAPTION>
                                       GROWTH RATE
                         --------------------------------------- TYPICAL PROJECTION
                               INCOME             EXPENSES          PERIOD (YEARS)
                            LOW       HIGH      LOW       HIGH      LOW      HIGH
                         --------- --------- --------- --------- --------- --------
<S>                      <C>       <C>       <C>       <C>       <C>       <C>
 POWER CENTER & "BIG
  BOX"                     3.1%      3.1%      3.2%      3.2%      7.1       7.1
  Class A-Leased Asset     3.2%      3.2%      3.4%      3.4%      8.8       8.8
  Class B-Leased Asset     3.0%      3.0%      3.0%      3.0%      5.0       5.0
  Class A-Value Added      3.0%      3.0%      3.0%      3.0%      5.0       5.0
  Class B-Value Added      3.0%      3.0%      3.0%      3.0%      5.0       5.0
 REGIONAL MALLS            3.3%      3.9%      2.8%      3.1%      6.8       6.8
  Class A-Leased Asset     3.3%      4.0%      2.9%      3.3%      8.0       8.3
  Class B-Leased Asset     3.5%      4.5%      2.0%      2.5%      4.0       4.0
  Class A-Value Added      3.0%      3.0%      3.0%      3.0%      5.0       5.0
  Class B-Value Added      3.0%      3.0%      3.0%      3.0%      5.0       5.0
 SPECIALTY RETAIL        #DIV/0!   #DIV/0!   #DIV/0!   #DIV/0!   #DIV/0!   #DIV/0!
  Class A-Leased Asset   #DIV/0!   #DIV/0!   #DIV/0!   #DIV/0!   #DIV/0!   #DIV/0!
  Class B-Leased Asset   #DIV/0!   #DIV/0!                       #DIV/0!   #DIV/0!
  Class A-Value Added                                            #DIV/0!   #DIV/0!
  Class B-Value Added                                            #DIV/0!   #DIV/0!
RESIDENTIAL
 APARTMENTS                3.1%      3.4%      3.0%      3.3%      7.9       8.9
  Class A-Leased Asset     3.0%      3.5%      3.1%      3.5%      9.0       9.4
  Class B-Leased Asset     3.0%      3.3%      2.9%      3.3%      8.1       8.9
  Class A-Value Added      3.3%      3.3%      3.5%      3.5%      3.3       7.3
  Class B-Value Added      3.3%      3.3%      3.3%      3.3%      5.3       7.3
</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.

                                       2

<PAGE>

INVESTOR SURVEY 
Cushman & Wakefield Valuation Advisory Services 
Spring 1998 

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
                                    CAPITALIZATION RATES                                  GROWTH RATE              TYPICAL 
                              ---------------------------------     INTERNAL     -----------------------------   PROJECTION 
                                  Going-In         Terminal      RATE OF RETURN      Income        Expenses    PERIOD (YEARS) 
                                Low     High     Low     High     Low     High     Low    High    Low    High    Low    High 
- -----------------------------------------------------------------------------------------------------------------------------
<S>                              <C>     <C>      <C>     <C>     <C>     <C>      <C>    <C>     <C>     <C>     <C>    <C> 
OFFICE 
 URBAN/CBD 
  CLASS A-LEASED ASSET           8.0%    8.0%     9.0%    9.0%    11.0%   11.0%    3.0%   3.0%    3.0%    3.0%    7.0    7.0 
- ----------------------------     9.0%    9.0%     9.5%    9.5%    11.5%   11.5%    3.0%   3.0%    3.0%    3.0%    5.0    5.0 
                                 8.0%    8.0%     8.5%    8.5%    11.0%   11.0%    3.0%   3.0%    3.0%    3.0%   10.0   10.0 
                                 9.0%    9.0%     8.0%    8.0%    14.0%   14.0%    4.0%   4.0%    4.0%    4.0%    5.0   10.0 
                                 7.5%    8.5%     8.0%    9.0%    10.5%   11.5%                   4.0%    4.0%   10.0   10.0 
                                 7.5%   11.5%     8.3%   11.5%    10.0%   15.0%    3.5%   8.0%    3.0%    5.0%   10.0   10.0 
                                 8.0%    9.5%     8.0%   10.5%    10.5%   12.0%    3.0%   4.0%    3.0%    4.0%   10.0   10.0 
                                 8.5%    9.0%     9.0%    9.5%    10.5%   11.5%    4.0%   5.0%    2.0%    3.0%    7.0   10.0 
                                 9.3%    9.3%     9.5%    9.5%    11.5%   11.5%    4.0%   4.0%    3.5%    3.5%   10.0   10.0 
                                 9.0%    9.0%     9.5%    9.5%    11.0%   11.0%    2.0%   3.0%    2.0%    3.0%   10.0   10.0 
                                 8.5%    8.5%     9.0%    9.0%    10.5%   10.5%    4.0%   4.0%    3.0%    3.0%    5.0    5.0 
                                 9.0%    9.0%     9.3%   98.3%    12.0%   12.0%    1.0%   3.0%    2.0%    2.0%    3.0    4.0 

  Number of Responses                 11               11               11              10             11             11 
  Mean Average (Low/High)        8.4%    9.0%     8.8%    9.4%    11.1%   11.9%    3.4%   4.1%    3.0%    3.5%    8.1    8.8 
  Mean Average (Overall, 
   1998)                             8.7%             9.1%            11.5%            3.7%           3.3%           8.5 
  Mean Average (Overall, 
   1997)                             9.2%             9.4%            11.4%            4.0%           3.7%           8.4 
  Change from Summer 1997      Down 50 Basis    Down 32 Basis      Up 8 Basis     Down 27 Basis  Down 43 Basis  Increase 0.1 
                                    Pts              Pts               Pts             Pts            Pts            Yrs 
  Median Average                     8.8%             9.0%            11.0%            3.8%           3.0%          10.0 
  Mode Average                       9.0%             9.5%            11.0%            3.0%           3.0%          10.0 
  Low within Range               7.5%    8.0%     8.0%    8.0%    10.0%   10.5%    2.0%   3.0%    2.0%    3.0%    5.0    5.0 
  High within Range              9.3%   11.5%     9.5%   11.5%    14.0%   15.0%    4.0%   8.0%    4.0%    5.0%   10.0   10.0 

  CLASS B-LEASED ASSET           9.5%    9.5%    10.0%   10.0%    12.5%   12.5%    3.0%   3.0%    3.0%    3.0%    5.0    5.0 
- ----------------------------
                                 9.0%   10.0%     8.0%    9.0%    15.0%   15.0%    4.0%   4.0%    4.0%    4.0%    5.0   10.0 
                                 9.5%   10.0%    10.0%   10.5%    11.5%   12.0%    4.0%   5.0%    2.0%    3.0%    4.0   10.0 
                                10.5%   10.5%    11.0%   11.0%    12.0%   12.0%    2.0%   3.0%    2.0%    3.0%   10.0   10.0 
                                 9.5%    9.5%     9.5%    9.5%    11.0%   11.0%    4.0%   4.0%    3.0%    3.0%    5.0    5.0 
                                 9.0%    9.0%     9.5%    9.5%    13.0%   13.0%    1.0%   3.0%    2.0%    2.0%    3.0    4.0 

  Number of Responses                  6                6                6               6              6              6 
  Mean Average (Low/High)        9.5%    9.8%     9.7%    9.9%    12.5%   12.6%    3.0%   3.7%    2.7%    3.0%    5.3    7.3 
  Mean Average (Overall, 
   1998)                             9.6%             9.8%            12.5%            3.3%           2.8%           6.3 
  Mean Average (Overall, 
   1997)                            10.2%             9.9%            12.0%            3.9%           3.7%           7.3 
  Change from Summer 1997      Down 57 Basis    Down 11 Basis      Up 54 Basis    Down 57 Basis  Down 87 Basis  Decrease 1.0 
                                    Pts              Pts               Pts             Pts            Pts            Yrs 
  Median Average                     9.5%             9.8%            12.3%            3.5%           3.7%           3.0% 
  Mode Average                       9.5%             9.5%            12.0%            4.0%           3.0%           5.0 
  Low within Range               9.0%    9.0%     8.0%    9.0%    11.0%   11.0%    1.0%   3.0%    2.0%    2.0%    3.0    4.0 
  High within Range             10.5%   10.5%    11.0%   11.0%    15.0%   15.0%    4.0%   5.0%    4.0%    4.0%   10.0   10.0 
</TABLE>

                                  Page 1 of 21
<PAGE>

INVESTOR SURVEY 
Cushman & Wakefield Valuation Advisory Services 
Spring 1998 

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
                                        CAPITALIZATION RATES                                  GROWTH RATE              TYPICAL 
                                  ---------------------------------     INTERNAL     -----------------------------   PROJECTION 
                                      Going-In         Terminal      RATE OF RETURN      Income        Expenses    PERIOD (YEARS) 
                                    Low     High     Low     High     Low     High     Low    High    Low    High    Low    High 
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>     <C>      <C>     <C>     <C>     <C>      <C>    <C>     <C>     <C>     <C>    <C>
  CLASS A-VALUE ADDED                 6.0%    6.0%     9.5%    9.5%    17.0%   17.0%    3.0%   3.0%    3.0%    3.0%    5.0    5.0
  --------------------------
                                      5.0%    5.0%     8.5%    8.5%    12.5%   12.5%    3.0%   3.0%    3.0%    3.0%    5.0    7.0
                                     10.0%   11.0%     9.0%   10.0%    20.0%   20.0%    4.0%   4.0%    4.0%    4.0%    1.0    4.0
                                      8.0%    8.5%     5.0%    9.0%    11.0%   11.3%    4.0%   5.0%    2.0%    3.0%    7.0   10.0
                                     10.0%   10.0%    10.5%   10.5%    11.5%   11.5%    2.0%   3.0%    2.0%    3.0%   10.0   10.0
                                      8.5%    8.5%     9.0%    9.0%    11.0%   11.0%    4.0%   4.0%    3.0%    3.0%    5.0    5.0
                                      8.0%    8.0%     9.3%    9.3%    14.0%   14.0%    1.0%   3.0%    2.0%    2.0%    3.0    4.0
  Number of Responses                       7                7                7               7              7              7 
  Mean Average (Low/High)             7.9%    8.1%     8.7%    9.4%    13.9%   13.9%    3.0%   3.6%    2.7%    3.0%    5.1    6.4
  Mean Average (Overall, 1998)            8.0%             9.0%            13.9%            3.3%           2.9%           5.8 
  Mean Average (Overall, 1997)            9.5%             9.6%            12.5%            3.9%           3.8%           7.0 
  Change from summer 1997           Down 146 Basis   Down 56 Basis      Up 138 Basis   Down 61 Basis  Down 94 Basis  Decrease 1.2 
                                         Pts              Pts               Pts             Pts            Pts            Yrs 
  Median Average                          8.3%             9.1%            12.5%            3.0%           3.0%           5.0 
  Mode Average                           10.0%             9.0%            11.0%            3.0%           3.0%           5.0 
  Low within Range                    5.0%    5.0%     5.0%    8.5%    11.0%   11.0%    1.0%   3.0%    2.0%    2.0%    1.0    4.0 
   
  High within Range                  10.0%   11.0%    10.5%   10.5%    20.0%   20.0%    4.0%   5.0%    4.0%    4.0%   10.0   10.0 

  CLASS B-VALUE ADDED                 6.0%    6.0%    10.0%   10.0%    20.0%   20.0%    3.0%   3.0%    3.0%    3.0%    5.0    5.0
  --------------------------
                                     10.0%   12.0%     9.0%   10.0%    20.0%   20.0%    4.0%   4.0%    4.0%    4.0%    1.0    4.0
                                      8.5%    9.0%     9.0%    9.5%    11.5%   12.0%    4.0%   5.0%    2.0%    3.0%    7.0   10.0
                                     11.0%   11.0%    11.5%   11.5%    13.0%   13.0%    2.0%   3.0%    2.0%    3.0%   10.0   10.0
                                      9.0%    9.0%     9.5%    9.5%    11.0%   11.0%    4.0%   4.0%    3.0%    3.0%    5.0    5.0
                                      8.0%    8.0%     9.5%    9.5%    15.0%   15.0%    1.0%   3.0%    2.0%    2.0%    3.0    4.0
  Number of Responses                       5                5                5               5              5              5 
  Mean Average (Low/High)             8.9%    9.4%     9.8%   10.1%    15.1%   15.2%    3.4%   3.8%    2.8%    3.2%    5.6    6.8 
   
  Mean Average (Overall, 1998)            9.2%            10.0%            15.2%            3.6%           3.0%           6.2 
  Mean Average (Overall, 1997)           10.8%            10.1%            12.6%            3.9%           3.7%           5.8 
  Change from Summer 1997           Down 165 Basis   Down 15 Basis      Up 255 Basis   Down 30 Basis  Down 70 Basis  Increase 0.4 
                                         Pts              Pts               Pts             Pts            Pts            Yrs 
  Median Average                          9.0%             9.8%            13.0%            4.0%           3.0%           5.0 
  Mode Average                            9.0%            10.0%            20.0%            4.0%           3.0%           5.0 
  Low within Range                    6.0%    6.0%     9.0%    9.5%    11.0%   11.0%    2.0%   3.0%    2.0%    3.0%    1.0    4.0 
   
  High within Range                  11.0%   12.0%    11.5%   11.5%    20.0%   20.0%    4.0%   5.0%    4.0%    4.0%   10.0   10.0 
- ---------------------------------------------------------------------------------------------------------------------------------
 URBAN/CBD OFFICE (OVERALL RESULTS) 
- ---------------------------------------------------------------------------------------------------------------------------------
  Number of Responses                      29               29               29              28             29             30 
  Mean Average (Low/High)             8.6%    9.0%     9.1%    9.6%    12.7%   13.1%    3.2%   3.8%    2.8%    3.2%    6.4    7.6 
   
  Mean Average (Overall, 1998)            8.8%             9.4%            12.9%            3.5%           3.0%           7.0 
  Mean Average (Overall, 1997)            9.8%             9.7%            12.0%            3.9%           3.7%           7.4 
  Change from Summer 1997           Down 99 Basis    Down 33 Basis      Up 91 Basis    Down 39 Basis  Down 67 Basis  Decrease 0.4 
                                         Pts              Pts               Pts             Pts            Pts            Yrs 
  Median Average                          9.0%             9.5%            11.5%            3.8%           3.0%           7.0 
  Mode Average                            9.0%             9.5%            11.0%            4.0%           3.0%          10.0 
  Low within Range                    5.0%    5.0%     5.0%   8.05     10.0%   10.5%    1.0%   3.0%    2.0%    2.0%    1.0    4.0 
   
  High within Range                  11.0%   12.0%    11.5%   11.5%    20.0%   20.0%    4.0%   8.0%    4.0%    5.0%   10.0   10.0 
   
</TABLE>

                                  Page 2 of 21
<PAGE>

INVESTOR SURVEY 
Cushman & Wakefield Valuation Advisory Services 
Spring 1998 

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
                                    CAPITALIZATION RATES                                  GROWTH RATE              TYPICAL 
                              ---------------------------------     INTERNAL     -----------------------------   PROJECTION 
                                  Going-In         Terminal      RATE OF RETURN      Income        Expenses    PERIOD (YEARS) 
                                Low     High     Low     High     Low     High     Low    High    Low    High    Low    High 
- -----------------------------------------------------------------------------------------------------------------------------
<S>                             <C>     <C>     <C>     <C>     <C>     <C>        <C>    <C>      <C>    <C>      <C>   <C>  
 SUBURBAN                                                                                                                    
  CLASS A-LEASED ASSET          9.0%    9.0%    9.5%    9.5%    12.0%   12.0%      3.0%   3.0%     3.0%   3.0%     7.0   7.0  
  --------------------------                                                                                  
                                9.0%    9.0%    9.5%    9.5%    11.5%   11.5%      3.0%   3.0%     3.0%   3.0%     5.0   5.0  
                                9.0%    9.0%    9.5%    9.5%    11.5%   12.0%      3.0%   3.0%     3.0%   3.0%    10.0  10.0  
                                9.0%    9.0%    8.0%    8.0%    14.0%   14.0%      4.0%   4.0%     4.0%   4.0%     5.0  10.0  
                                7.5%    9.0%    8.5%    9.5%    10.5%   11.5%                      4.0%   4.0%    10.0  10.0  
                                7.5%   11.0%    8.3%   11.5%    10.0%   13.5%      3.5%   8.0%     3.0%   5.0%    10.0  10.0  
                                8.0%   10.0%    9.0%   11.5%    11.0%   12.0%      3.0%   4.0%     3.0%   4.0%    10.0  10.0  
                                8.5%    9.5%    9.0%   10.0%    10.5%   11.5%      3.0%   4.0%     2.0%   3.0%     7.0  10.0  
                                9.3%    9.3%    9.5%    9.5%    11.5%   11.5%      4.0%   4.0%     3.5%   3.5%    10.0  10.0  
                                9.0%    9.0%    9.5%    9.5%    11.0%   11.0%      2.0%   3.0%     2.0%   3.0%    10.0  10.0  
                                8.0%    9.0%    9.0%   10.0%    11.5%   12.0%      4.0%   4.0%     3.5%   3.5%    10.0  10.0  
                                8.5%    8.5%    9.0%    9.0%    10.5%   10.5%      3.5%   3.5%     3.0%   3.0%     5.0   5.0  
                                8.0%    9.0%    8.5%    9.5%    10.0%   11.0%                      3.0%   3.0%    10.0  10.0  
                                9.0%    9.0%    9.3%    9.3%    12.0%   12.0%      1.0%   3.0%     2.0%   2.0%     3.0   4.0  
                                8.5%    8.5%    8.5%    8.5%    10.5%   10.5%      3.5%   3.5%     3.5%   3.5%    10.0  10.0  
                                                                                                                               
  Number of Responses                15              15               15                13             15             15     
  Mean Average (Low/High)       8.5%    9.2%    9.0%    9.6%    11.2%   11.8%      3.1%   3.8%     3.0%   3.4%     8.1   8.7  
  Mean Average (Overall,                                                                                                       
   1998)                            8.9%            9.3%            11.5%              3.5%            3.2%           8.4     
  Mean Average (Overall,                                                                                                       
   1997)                            9.2%            9.6%            11.4%              3.5%            3.3%           8.1     
  Change from Summer 1997      Down 35 Basis   Down 31 Basis    Up 8 Basis        Down 2 Basis    Down 10 Basis   Increase 0.3  
                                    Pts             Pts              Pts               Pts              Pts           Yrs      
  Median Average                    9.0%            9.5%            11.5%              3.5%            3.0%          10.0     
  Mode Average                      9.0%            9.5%            11.5%              3.0%            3.0%          10.0     
  Low within Range              7.5%    8.5%    8.0%    8.0%    10.0%   10.5%      1.0%   3.0%     2.0%   2.0%     3.0   4.0  
  High within Range             9.3%   11.0%    9.5%   11.5%    14.0%   14.0%      4.0%   8.0%     4.0%   5.0%    10.0  10.0  
</TABLE>                                                                       

                                  Page 3 of 21
<PAGE>

INVESTOR SURVEY
Cushman & Wakefield Valuation Advisory Services
Spring 1998

<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 B - LEASED ASSET             9.5%      9.5%      10.0%      10.0%      12.5%      12.5%
                                  10.0%     10.0%       9.0%       9.0%      15.0%      15.0%
                                   9.5%     10.5%      10.5%      11.5%      11.5%      12.0%
                                  10.5%     10.5%      10.8%      10.8%      12.0%      12.0%
                                   8.7%      8.7%       9.5%       9.5%      12.3%      12.3%
                                   8.5%     10.5%       9.0%      10.0%      10.5%      12.0%
                                   9.0%      9.0%       9.5%       9.5%      13.0%      13.0%
                                   9.0%      9.0%       9.0%       9.0%      11.0%      11.0%

Number of Responses                       8                     8                     8
Mean Average (Low/High)            9.3%      9.7%       9.7%       9.9%      12.2%      12.5%
Mean Average (Overall, 1998)            9.5%                  9.8%                 12.4%
Mean Average (Overall, 1997)            9.6%                 10.1%                 12.2%
Change from Summer 1997          Down 8 Basis Pts     Down 32 Basis Pts      Up 15 Basis Pts
Median Average                          9.5%                  9.5%                 12.2%
Mode Average                           10.5%                  9.0%                 12.0%
Low within Range                   8.5%      8.7%       9.0%       9.0%      10.5%      11.0%
High within Range                 10.5%     10.5%      10.8%      11.5%      15.0%      15.0%

CLASS A - VALUED ADDED             6.0%      6.0%       9.5%       9.5%      17.0%      17.0%
                                   6.0%      6.0%       9.5%       9.5%      12.5%      13.0%
                                  10.0%     12.0%       9.0%      10.0%      20.0%      20.0%
                                                        9.0%      10.0%      12.0%      14.0%
                                   8.0%      9.0%       8.5%       9.5%      11.0%      11.5%
                                  10.0%     10.0%      10.5%      10.5%      11.5%      11.5%
                                   9.0%      9.0%       9.5%       9.5%      11.0%      11.0%
                                   8.0%      8.0%       9.3%       9.3%      14.0%      14.0%
                                   8.0%      8.0%       9.0%       9.0%      11.5%      11.5%

Number of Responses                       8                     9                     9
Mean Average (Low/High)            8.1%      8.5%       9.3%       9.6%      13.4%      13.7%
Mean Average (Overall, 1998)            8.3%                  9.5%                 13.6%
Mean Average (Overall, 1997)            8.9%                  9.9%                 12.3%
Change from Summer 1997          Down 59 Basis Pts    Down 43 Basis Pts      Up 126 Basis Pts
Median Average                          8.0%                  9.5%                 12.3%
Mode Average                            8.0%                  9.5%                 11.5%
Low within Range                   6.0%      6.0%       8.5%       9.0%      11.0%      11.0%
High within Range                 10.0%     12.0%      10.5%      10.5%      20.0%      20.0%



<PAGE>

<CAPTION>
                                             GROWTH RATE
                               --------------------------------------- TYPICAL PROJECTION
                                     INCOME             EXPENSES         PERIOD (YEARS)
                                  LOW       HIGH      LOW       HIGH      LOW     HIGH
                               --------- --------- --------- --------- -------- --------
<S>                            <C>       <C>       <C>       <C>       <C>      <C>
CLASS B - LEASED ASSET             3.0%      3.0%      3.0%      3.0%     5.0      5.0
                                   4.0%      4.0%      4.0%      4.0%     5.0      1.0
                                   3.0%      4.0%      2.0%      3.0%     7.0     10.0
                                   2.0%      3.0%      2.0%      3.0%    10.0     10.0
                                   3.0%      3.0%      3.0%      3.0%    10.0     10.0
                                                       3.0%      3.0%    10.0     10.0
                                   1.0%      3.0%      2.0%      2.0%     3.0      4.0
                                   3.5%      3.5%      3.5%      3.5%    10.0     10.0

Number of Responses                      7                   8                 8
Mean Average (Low/High)            2.8%      3.4%      2.8%      3.1%     7.5      7.5
Mean Average (Overall, 1998)            3.1%                2.9%              7.5
Mean Average (Overall, 1997)            3.4%                3.3%              8.6
Change from Summer 1997         Down 33 Basis Pts    Down 36 Basis Pts   Decrease 1.1 Yrs
Median Average                          3.0%                3.0%             10.0
Mode Average                            3.0%                3.0%             10.0
Low within Range                   1.0%      3.0%      2.0%      2.0%     3.0      1.0
High within Range                  4.0%      4.0%      4.0%      4.0%    10.0     10.0

CLASS A - VALUED ADDED             3.0%      3.0%      3.0%      3.0%     5.0      5.0
                                   3.0%      3.0%      3.0%      3.0%     5.0      7.0
                                   4.0%      4.0%      4.0%      4.0%     1.0      4.0
                                                       4.0%      4.0%     2.0      6.0
                                   3.0%      4.0%      2.0%      3.0%     7.0     10.0
                                   2.0%      3.0%      2.0%      3.0%    10.0     10.0
                                   3.5%      3.5%      3.0%      3.0%     5.0      5.0
                                   1.0%      3.0%      2.0%      2.0%     3.0      4.0
                                   5.0%      5.0%      3.5%      3.5%    10.0     10.0

Number of Responses                       8                   9                9
Mean Average (Low/High)            3.1%      3.6%      2.9%      3.2%     5.3      6.8
Mean Average (Overall, 1998)            3.3%                3.1%              6.1
Mean Average (Overall, 1997)            3.4%                3.2%              6.4
Change from Summer 1997           Down 9 Basis Pts     Down 14 Basis Pts  Decrease 0.3 Yrs
Median Average                          3.0%                3.0%              5.0
Mode Average                            3.0%                3.0%              5.0
Low within Range                   1.0%      3.0%      2.0%      2.0%     1.0      4.0
High within Range                  5.0%      5.0%      4.0%      4.0%    10.0     10.0
</TABLE>

                                  Page 4 of 21

<PAGE>

INVESTOR SURVEY
Cushman & Wakefield Valuation Advisory Services
Spring 1998



<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 B - VALUE ADDED                 6.0%      6.0%     10.0%     10.0%      20.0%    20.0%
                                      10.0%     12.0%      9.0%     10.0%      20.0%    20.0%
                                       9.0%     10.0%     10.0%     11.0%      11.5%    12.0%
                                      11.0%     11.0%     11.5%     11.5%      13.0%    13.0%
                                       9.8%      9.8%      9.8%      9.8%      11.2%    11.2%
                                       8.0%      8.0%      9.5%      9.5%      15.0%    15.0%
                                       8.5%      8.5%      9.0%      9.0%      12.0%    12.0%

 Number of Responses                         7                   7                   7
 Mean Average (Low/High)               8.9%      9.3%      9.8%     10.1%      14.7%    14.7%
 Mean Average (Overall, 1998)               9.1%                10.0%               14.7%
 Mean Average (Overall, 1997)               9.8%                10.5%               12.9%
 Change from Summer 1997            Down 69 Basis Pts    Down 53 Basis Pts    Up 181 Basis Pts
 Median Average                             9.4%                 9.9%               13.0%
 Mode Average                               6.0%                10.0%               20.0%
 Low within Range                      6.0%      6.0%      9.0%      9.0%      11.2%    11.2%
 High within Range                    11.0%     12.0%     11.5%     11.5%      20.0%    20.0%
SUBURBAN OFFICE (OVERALL RESULTS)

 Number of Responses                        38                  39                   39
 Mean Average (Low/High)               8.7%      9.2%      9.3%      9.8%      12.5%  12.9%
 Mean Average (Overall, 1998)               8.9%                9.6%                12.7%
 Mean Average (Overall, 1997)               9.3%                9.9%                12.1%
 Change from Summer 1997            Down 37 Basis Pts    Down 34 Basis Pts    Up 62 Basis Pts
 Median Average                             9.0%                9.5%                12.0%
 Mode Average                               9.0%                9.5%                12.0%
 Low within Range                      6.0%      6.0%      8.0%      8.0%      10.0%    10.5%
 High within Range                    11.0%     12.0%     11.5%     11.5%      20.0%    20.0%



<CAPTION>
                                              GROWTH RATE                 TYPICAL
                                   ---------------------------------    PROJECTION
                                        INCOME          EXPENSES       PERIOD (YEARS)
                                      LOW     HIGH     LOW     HIGH     LOW     HIGH
                                   --------- ------ --------- ------  ------- -------
<S>                                <C>       <C>    <C>       <C>    <C>     <C>
 CLASS B - VALUE ADDED                 3.0%  3.0%       3.0%  3.0%      5.0     5.0
                                       4.0%  4.0%       4.0%  4.0%      1.0     4.0
                                       3.0%  4.0%       2.0%  3.0%      7.0    10.0
                                       2.0%  3.0%       2.0%  3.0%     10.0    10.0
                                       3.5%  3.5%       3.5%  3.5%     10.0    10.0
                                       1.0%  3.0%       2.0%  2.0%      3.0     4.0
                                       5.0%  5.0%       3.5%  3.5%     10.0    10.0
 Number of Responses                       7                7                7
 Mean Average (Low/High)               3.1%  3.6%       2.9%  3.1%      6.6     7.6
 Mean Average (Overall, 1998)             3.4%             3.0%             7.1
 Mean Average (Overall, 1997)             3.5%             3.3%             6.2
 Change from Summer 1997         Down 14 Basis Pts  Down 30 Basis Pts  Increase 0.9 Yrs
 Median Average                           3.3%             3.0%             8.5
 Mode Average                             3.0%             3.0%            10.0
 Low within Range                      1.0%  3.0%       2.0%  2.0%      1.0     4.0
 High within Range                     5.0%  5.0%       4.0%  4.0%     10.0    10.0
SUBURBAN OFFICE (OVERALL RESULTS)

 Number of Responses                       35               39              39
 Mean Average (Low/High)               3.0%  3.6%       2.9%  3.2%      7.1     7.8
 Mean Average (Overall, 1998)             3.3%             3.1%             7.4
 Mean Average (Overall, 1997)             3.4%             3.3%             7.5
 Change from Summer 1997          Down 6 Basis Pts  Down 22 Basis Pts  Decrease 0.1 Yrs
 Median Average                           3.0%             3.0%            10.0
 Mode Average                             3.0%             3.0%            10.0
 Low within Range                      1.0%  3.0%       2.0%  2.0%      1.0     1.0
 High within Range                     5.0%  8.0%       4.0%  5.0%     10.0    10.0
</TABLE>
                                  Page 5 of 21
<PAGE>

INVESTOR SURVEY
Cushman & Wakefield Valuation Advisory Services
Spring 1998



<TABLE>
<CAPTION>
                                        CAPITALIZATION RATES               INTERNAL
                               ---------------------------------------  RATE OF RETURN
                                    GOING-IN            TERMINAL
                                  LOW       HIGH      LOW       HIGH      LOW      HIGH
                               --------- --------- --------- --------- --------- -------
<S>                            <C>       <C>       <C>       <C>       <C>       <C>
INDUSTRIAL
 WAREHOUSE/DISTRIBUTION
  CLASS A - LEASED ASSET           8.0%      8.0%      9.0%      9.0%    11.0%    11.0%
                                   9.0%      9.0%      9.5%      9.5%    11.5%    11.5%
                                   8.0%      9.0%      9.0%      9.5%    10.5%    11.5%
                                   7.8%     10.5%      8.0%     10.5%     8.5%    12.0%
                                   8.0%     10.0%      8.5%     11.5%    10.5%    12.0%
                                   8.5%      9.5%      9.0%      9.5%    10.0%    11.0%
                                   8.0%      9.0%      8.5%      9.5%    11.0%    11.5%
                                   9.3%      9.5%      9.5%      9.5%    11.3%    11.3%
                                   9.0%      9.0%      9.5%      9.5%    11.0%    11.0%
                                   8.8%      9.5%      9.5%     10.0%    11.0%    12.5%
                                   9.3%      9.3%      9.1%      9.1%    10.1%    10.1%
                                   9.5%      9.5%      9.5%      9.5%    13.0%    13.0%
                                   8.5%      8.5%      8.5%      8.5%    10.5%    10.5%

Number of Responses                      13                  13                13
Mean Average (Low/High)            8.6%      9.3%      9.0%      9.6%    10.8%    11.5%
Mean Average (Overall, 1998)            8.9%                9.3%              11.1%
Mean Average (Overall, 1997)            8.9%                9.6%              11.1%
Change from Summer 1997        Up 2 Basis Pts       Down 28 Basis Pts    Up 1 Basis Pts
Median Average                          9.0%                9.5%              11.0%
Mode Average                            9.0%                9.5%              11.0%
Low within Range                   7.8%      8.0%      8.0%      8.5%     8.5%    10.1%
High within Range                  9.5%     10.5%      9.5%     11.5%    13.0%    13.0%



<CAPTION>
                                          GROWTH RATE                 TYPICAL
                               ---------------------------------    PROJECTION
                                    INCOME          EXPENSES       PERIOD (YEARS)
                                  LOW     HIGH     LOW     HIGH     LOW     HIGH
                               --------- ------ --------- ------  ------- -------
<S>                            <C>       <C>    <C>       <C>    <C>     <C>
INDUSTRIAL
 WAREHOUSE/DISTRIBUTION
  CLASS A - LEASED ASSET           3.0%  3.0%       3.0%  3.0%       7.0     7.0
                                   3.0%  3.0%       3.0%  3.0%       5.0     5.0
                                                    4.0%  4.0%      10.0    10.0
                                   3.5%  6.0%       3.0%  4.0%      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
                                   2.0%  3.0%       2.0%  3.0%       7.0    10.0
                                   3.8%  3.8%       3.5%  3.5%      10.0    10.0
                                   2.0%  3.0%       2.0%  3.0%       7.0    10.0
                                   3.0%  3.0%       3.0%  3.0%      10.0    10.0
                                   3.5%  3.5%       3.0%  3.5%      10.0    10.0
                                   1.0%  3.0%       2.0%  2.0%       3.0     4.0
                                   3.5%  3.5%       3.5%  3.5%      10.0    10.0

Number of Responses                    12               13             13
Mean Average (Low/High)            2.9%  3.5%       2.9%  3.3%       8.4     8.9
Mean Average (Overall, 1998)          3.2%             3.1%            8.7
Mean Average (Overall, 1997)          3.2%             3.3%            9.3
Change from Summer 1997        Down 3 Basis Pts  Down 20 Basis Pts  Decrease 0.6 Yrs
Median Average                        3.0%             3.0%           10.0
Mode Average                          3.0%             3.0%           10.0
Low within Range                   1.0%  3.0%       2.0%  2.0%       3.0     4.0
High within Range                  3.8%  6.0%       4.0%  4.0%      10.0    10.0
</TABLE>

                                  Page 6 of 21

<PAGE>

INVESTOR SURVEY
Cushman & Wakefield Valuation Advisory Services
Spring 1998

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

<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 B - LEASED ASSET             9.3%      9.3%      9.8%      9.8%      12.5%      12.5%
                                   9.0%     10.0%      9.5%     10.5%      11.0%      12.0%
                                   8.5%      9.5%      9.0%     10.0%      11.5%      12.0%
                                  10.0%     10.0%     10.5%     10.5%      12.0%      12.0%
                                   9.3%     10.0%     10.0%     10.5%      12.0%      14.0%
                                   8.4%      8.4%      9.5%      9.5%      10.4%      10.4%
                                   9.5%      9.5%      9.5%      9.5%      14.0%      14.0%
                                   9.0%      9.0%      9.0%      9.0%      11.0%      11.0%
Number of Responses                      8                   8                    8
Mean Average (Low/High)            9.1%      9.7%      9.6%      9.9%      11.8%      12.2%
Mean Average (Overall, 1998)            9.3%                9.8%                12.0%
Mean Average (Overall, 1997)            9.6%               10.0%                11.5%
Change from Summer 1997          Down 32 Basis Pts    Down 25 Basis Pts    Up 52 Basis Pts
Median Average                          9.3%                9.6%                12.0%
Mode Average                           10.0%                9.5%                12.0%         
Low within Range                   8.4%      8.4%      9.0%      9.0%      10.4%      10.4%
High within Range                 10.0%     10.0%     10.5%     10.5%      14.0%      14.0%

CLASS A-VALUE ADDED                6.0%      6.0%      9.5%      9.5%      17.0%      17.0%
                                                       9.0%     10.0%      12.0%      14.0%
                                   9.0%     10.0%      9.0%     10.5%      12.0%      13.0%
                                   8.0%      9.0%      8.5%      9.5%      11.0%      11.5%
                                  10.0%     10.0%     10.5%     10.5%      11.5%      11.5%
                                   9.0%      9.0%      9.5%      9.5%      15.0%      15.0%
                                   9.3%      9.3%      8.5%      8.5%      11.5%      11.5%
Number of Responses                      6                   7                    7
Mean Average (Low/High)            8.5%      8.9%      9.2%      9.7%      12.9%      13.4%
Mean Average (Overall, 1998)            8.7%                9.5%                 13.1%
Mean Average (Overall, 1997)            9.6%                10.1%                11.9%
Change from Summer 1997          Down 89 Basis Pts    Down 64 Basis Pts    Up 121 Basis Pts
Median Average                          9.0%                9.5%                 12.0%
Mode Average                            9.0%                9.5%                 11.5%
Low within Range                   6.0%      6.0%      8.5%      8.5%      11.0%      11.5%
High within Range                 10.0%     10.0%     10.5%     10.5%      17.0%      17.0%



<CAPTION>
                                            GROWTH RATE
                               -------------------------------------- TYPICAL PROJECTION
                                     INCOME             EXPENSES         PERIOD (YEARS)
                                  LOW       HIGH      LOW      HIGH      LOW     HIGH
                               --------- --------- --------- -------- -------- --------
<S>                            <C>       <C>       <C>       <C>      <C>      <C>
CLASS B - LEASED ASSET             3.0%      3.0%      3.0%     5.0      5.0      5.0
                                   3.0%      3.0%      3.0%     3.0%    10.0     10.0
                                   2.0%      3.0%      2.0%     3.0%     7.0     10.0
                                   2.0%      3.0%      2.0%     3.0%     7.0     10.0
                                   3.0%      3.0%      3.0%     3.0%    10.0     10.0
                                   3.5%      3.5%      3.5%     3.5%    10.0     10.0
                                   1.0%      3.0%      2.0%     2.0%     3.0      4.0
                                   3.5%      3.5%      3.5%     3.5%    10.0     10.0
Number of Responses                      8                   8                8
Mean Average (Low/High)            2.6%      3.1%      2.8%     3.0%     7.8      8.6
Mean Average (Overall, 1998)            2.9%                2.9%             8.2
Mean Average (Overall, 1997)            3.1%                3.1%             9.1
Change from Summer 1997         Down 22 Basis Pts    Down 22 Basis Pts   Decrease 0.9 Yrs
Median Average                          3.0%                3.0%            10.0
Mode Average                            3.0%                3.0%            10.0    
Low within Range                   1.0%      3.0%      2.0%     2.0%     3.0      4.0
High within Range                  3.5%      3.5%      3.5%     3.5%    10.0     10.0

CLASS A-VALUE ADDED                3.0%      3.0%      3.0%     3.0%     5.0      5.0
                                                       4.0%     4.0%     2.0      6.0
                                   3.0%      3.0%      3.0%     3.0%    10.0     10.0
                                   2.0%      3.0%      2.0%     3.0%     7.0     10.0
                                   2.0%      3.0%      2.0%     3.0%     7.0     10.0
                                   1.0%      3.0%      2.0%     2.0%     3.0      4.0
                                   3.5%      3.5%      3.5%     3.5%    10.0     10.0
Number of Responses                      6                   7                7
Mean Average (Low/High)            2.4%      3.1%      2.8%     3.1%     6.3      7.9
Mean Average (Overall, 1998)            2.8%                2.9%              7.1
Mean Average (Overall, 1997)            3.2%                3.2%              6.5
Change from Summer 1997         Down 45 Basis Pts    Down 27 Basis Pts   Increase 0.6 Yrs
Median Average                          3.0%                3.0%              7.0
Mode Average                            3.0%                3.0%             10.0
Low within Range                   1.0%      3.0%      2.0%     2.0%     2.0      4.0
High within Range                  3.5%      3.5%      4.0%     4.0%    10.0     10.0
</TABLE>

                                  Page 7 of 21
<PAGE>

INVESTOR SURVEY
Cushman & Wakefield Valuation Advisory Services
Spring 1998

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

<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 B - VALUE ADDED              6.0%      6.0%      9.8%      9.8%      20.0%     20.0%
                                  10.0%     11.0%     10.0%     11.0%      12.5%     14.0%
                                   8.5%      9.0%      9.0%      9.5%      11.5%     12.0%
                                  11.0%     11.0%     12.0%     13.0%      13.0%     13.0%
                                   9.0%      9.0%      9.5%      9.5%      15.0%     15.0%
                                   9.5%      9.5%      9.0%      9.0%      12.0%     12.0%
Number of Responses                      6                   6                    6
Mean Average (Low/High)            9.0%      9.3%      9.9%     10.1%      14.0%     14.3%
Mean Average (Overall, 1998)            9.1%                10.0%               14.2%
Mean Average (Overall, 1997)            9.9%                10.5%               12.2%
Change from Summer 1997          Down 78 Basis Pts   Down 50 Basis Pts     Up 197 Basis Pts
Median Average                          9.3%                 9.6%               13.0%
Mode Average                            11.0%                9.0%               12.0%
Low within Range                   6.0%      6.0%      9.0%      9.0%      11.5%     12.0%
High within Range                 11.0%     11.0%     12.0%     12.0%      20.0%     20.0%

WAREHOUSE/DISTRIBUTION (OVERALL RESULTS)
- ------------------------------------------------------------------------------------------
Number of Responses                      33                  34                  34
Mean Average (Low/High)            8.8%      9.2%      9.3%      9.8%      12.0%     12.5%
Mean Average (Overall, 1998)            9.0%                9.6%                12.3%
Mean Average (Overall, 1997)            9.3%                9.9%                11.5%
Change from Summer 1997         Down 29 Basis Pts    Down 33 Basis Pts    Up 77 Basis Pts
Median Average                          9.0%                9.5%                11.8%
Mean Average                            9.0%                9.5%                12.0%
Low within Range                   6.0%      6.0%      8.0%      8.5%       8.5%     10.1%
High within Range                 11.0%     11.0%     12.0%     12.0%      20.0%     20.0%



<CAPTION>
                                          GROWTH RATE                TYPICAL
                               ---------------------------------   PROJECTION
                                    INCOME          EXPENSES       PERIOD(YEARS)
                                  LOW     HIGH     LOW     HIGH    LOW     HIGH
                               --------- ------ --------- ------ ------- -------
<S>                            <C>       <C>    <C>       <C>    <C>     <C>
CLASS B - VALUE ADDED              3.0%  3.0%       3.0%  3.0%     5.0     5.0
                                   3.0%  3.0%       3.0%  3.0%    10.0    10.0
                                   2.0%  3.0%       2.0%  3.0%     7.0    10.0
                                   2.0%  3.0%       2.0%  3.0%     7.0    10.0
                                   1.0%  3.0%       2.0%  2.0%     3.0     4.0
                                   3.5%  3.5%       3.5%  3.5%    10.0    10.0
Number of Responses                    6                6              6
Mean Average (Low/High)            2.4%  3.1%       2.6%  2.9%     7.0     8.2
Mean Average (Overall, 1998)          2.8%             2.8%           7.3
Mean Average (Overall, 1997)          3.2%             3.2%           7.0
Change from Summer 1997      Down 45 Basis Pts    Down 45 Basis Pts   Increase 0.3 Yrs
Median Average                        3.0%             3.0%           8.5
Mode Average                          3.0%             3.0%          10.0
Low within Range                   1.0%  3.0%       2.0%  2.0%     2.0     4.0
High within Range                  3.5%  3.5%       3.5%  3.5%    10.0    10.0

WAREHOUSE/DISTRIBUTION (OVERALL RESULTS)
- ---------------------------------------------------------------------------------
Number of Responses                    32               34             34
Mean Average (Low/High)            2.6%  3.2%       2.8%  3.1%     7.6     8.5
Mean Average (Overall, 1998)          2.9%             2.9%           8.0
Mean Average (Overall, 1997)          3.2%             3.2%           8.4
Change from Summer 1997      Down 26 Basis Pts    Down 25 Basis Pts   Decrease 0.4 Yrs
Median Average                        3.0%             3.0%          10.0
Mean Average                          3.0%             3.0%          10.0
Low within Range                   1.0%  3.0%       2.0%  2.0%     2.0     4.0
High within Range                  3.8%  6.0%       4.0%  4.0%    10.0    10.0
</TABLE>
                                  Page 8 of 21
<PAGE>

INVESTOR SURVEY
Cushman & Wakefield Valuation Advisory Services
Spring 1998

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

<TABLE>
<CAPTION>
                                        CAPITALIZATION RATES                 INTERNAL
                               ---------------------------------------    RATE OF RETURN
                                    GOING-IN            TERMINAL
                                  LOW       HIGH      LOW       HIGH       LOW       HIGH
                               --------- --------- --------- --------- ---------- ----------
<S>                            <C>       <C>       <C>       <C>       <C>        <C>
BUSINESS PARKS/OTHER INDUSTRICAL & MANUFACTURING
- ---------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET             9.0%      9.0%      9.5%      9.5%      11.5%      11.5%
                                   8.5%      9.5%      9.0%     10.0%      10.8%      11.8%
                                   9.5%      9.5%      9.8%      9.8%      11.4%      11.4%
                                   9.0%      9.5%      9.0%      9.5%      11.0%      11.0%
Number of Responses                      4                   4                    4
Mean Average (Low/High)            9.0%      9.4%      9.3%      9.7%      11.2%      11.4%
Mean Average (Overall, 1998)            9.2%                9.5%                11.3%
Mean Average (Overall, 1997)            9.4%               10.1%                12.6%
Change from Summer 1997         Down 21 Basis Pts    Down 60 Basis Pts    Down 131 Basis Pts
Median Average                          9.3%                9.5%                11.4%
Mode Average                            9.5%                9.5%                11.5%
Low within Range                   8.5%      9.0%      9.0%      9.5%      10.8%      11.0%
High within Range                  9.5%      9.5%      9.8%     10.0%      11.5%      11.8%

CLASS B - LEASED ASSET             9.3%      9.3%      9.8%      9.8%      12.5%      12.5%
                                   9.5%     10.0%      9.5%     10.0%      11.0%      11.0%
Number of Responses                      2                   2                    2
Mean Average (Low/High)            9.4%      9.6%      9.6%      9.9%      11.8%      11.8%
Mean Average (Overall, 1998)            9.5%                9.8%                 11.8%      
Mean Average (Overall, 1997)            9.6%               10.2%                 12.8%
Change from Summer 1997         Down 10 Basis Pts    Down 45 Basis Pts    Down 105 Basis Pts
Median Average                          9.4%                9.8%                 11.8%
Mode Average                            9.3%                9.8%                 12.5%
Low within Range                   9.3%      9.3%      9.5%      9.8%      11.0%      11.0%
High within Range                  9.5%     10.0%      9.8%     10.0%      12.5%      12.5%



<CAPTION>
                                          GROWTH RATE                TYPICAL
                               ---------------------------------   PROJECTION
                                    INCOME          EXPENSES       PERIOD(YEARS)
                                  LOW     HIGH     LOW     HIGH    LOW     HIGH
                               --------- ------ --------- ------ ------- -------
<S>                            <C>       <C>    <C>       <C>    <C>     <C>
BUSINESS PARKS/OTHER INDUSTRICAL & MANUFACTURING
- ---------------------------------------------------------------------------------
CLASS A - LEASED ASSET             3.0%  3.0%       3.0%  3.0%      5.0     5.0
                                                    4.0%  4.0%      4.0    10.0
                                   3.5%  3.5%       3.5%  3.5%     10.0    10.0
                                   3.5%  3.5%       3.5%  3.5%     10.0    10.0
Number of Responses                    3                4                4
Mean Average (Low/High)            3.3%  3.3%       3.5%  3.5%      7.3     8.8
Mean Average (Overall, 1998)          3.3%             3.5%             8.0
Mean Average (Overall, 1997)          3.6%             3.6%             8.3
Change from Summer 1997       Down 27 Basis Pts  Down 10 Basis Pts  Decrease 0.3 Yrs
Median Average                        3.5%             3.5%            10.0
Mode Average                          3.5%             3.5%            10.0
Low within Range                   3.0%  3.0%       3.0%  3.0%      4.0     5.0
High within Range                  3.5%  3.5%       4.0%  4.0%     10.0    10.0

CLASS B - LEASED ASSET             3.0%  3.0%       3.0%  3.0%      5.0     5.0
                                   3.5%  3.5%       3.5%  3.5%     10.0    10.0
Number of Responses                     2                2               2
Mean Average (Low/High)            3.3%  3.3%       3.3%  3.3%      7.5     7.5
Mean Average (Overall, 1998)          3.3%             3.3%             7.5
Mean Average (Overall, 1997)
Change from Summer 1997        Down 5 Basis Pts Down 5 Basis Pts Increase 1.2 Yrs
Median Average                        3.3%             3.3%             7.5
Mode Average                          3.0%             3.0%             5.0
Low within Range                   3.0%  3.0%       3.0%  3.0%      5.0     5.0
High within Range                  3.5%  3.5%       3.5%  3.5%     10.0    10.0
</TABLE>

                                  Page 9 of 21

<PAGE>
INVESTOR SURVEY
Cushman & Wakefield Valuation Advisory Services
Spring 1998

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

<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 - VALUE ADDED              6.0%      6.0%      9.5%      9.5%      17.0%      17.0%
                                                       9.0%     10.0%      12.0%      16.0%
                                   8.5%      9.5%      9.0%      9.5%      11.0%      11.5%
Number of Responses                      2                   3                    3
Mean Average (Low/High)            7.3%      7.8%      9.2%      9.7%      13.3%      14.8%
Mean Average (Overall, 1998)           7.5%                 9.4%                14.1%
Mean Average (Overall, 1997)           9.8%                10.5%                12.8%
Change from Summer 1997        Down 230 Basis Pts  Down 108 Basis Pts     Up 128 Basis Pts
Median Average                         7.3%                9.5%                 14.0%
Mode Average                           6.0%                9.5%                 17.0%
Low within Range                   6.0%      6.0%      9.0%      9.5%      11.0%      11.5%
High within Range                  8.5%      9.5%      9.5%     10.0%      17.0%      17.0%

CLASS B - VALUE ADDED              6.0%      6.0%      9.8%      9.8%      20.0%      20.0%
                                   9.0%     10.0%      9.0%     10.0%      11.0%      12.0%
Number of Responses                      2                   2                    2
Mean Average (Low/High)            7.5%      8.0%      9.4%      9.9%      15.5%      16.0%
Mean Average (Overall, 1998)           7.8%                9.6%                 15.8%
Mean Average (Overall, 1997)           9.8%               10.8%                 13.4%
Change from Summer 1997        Down 205 Basis Pts  Down 118 Basis Pts     Up 235 Basis Pts
Median Average                         7.5%                9.8%                 16.0%
Mode Average                           6.0%                9.8%                 20.0%
Low within Range                   6.0%      6.0%      9.0%      9.8%      11.0%      12.0%
High within Range                  9.0%     10.0%      9.8%     10.0%      20.0%      20.0%
- ---------------------------------------------------------------------------------------------
BUSINESS PARKS/OTHER INDUSTRIAL & MANUFACTURING (OVERALL RESULTS)
- ---------------------------------------------------------------------------------------------
Number of Responses                     10                  11                    11
Mean Average (Low/High)            8.4%      8.8%      9.3%      9.8%      12.7%      13.2%
Mean Average (Overall, 1998)           8.6%                9.5%                 12.9%
Mean Average (Overall, 1997)           9.6%               10.3%                 12.9%
Change from Summer 1997         Down 97 Basis Pts    Down 75 Basis Pts      Up 5 Basis Pts
Median Average                         9.1%                9.5%                 11.5%
Mode Average                           9.5%                9.5%                 11.0%
Low within Range                   6.0%      6.0%      9.0%      9.5%      10.8%      11.0%
High within Range                  9.5%     10.0%      9.8%     10.0%      20.0%      20.0%

<CAPTION>
                                             GROWTH RATE
                               --------------------------------------- TYPICAL PROJECTION
                                     INCOME             EXPENSES          PERIOD (YEARS)
                                  LOW       HIGH      LOW       HIGH      LOW     HIGH
                               --------- --------- --------- --------- -------- --------
<S>                            <C>       <C>       <C>       <C>       <C>      <C>
CLASS A - VALUE ADDED              3.0%      3.0%      3.0%      3.0%     5.0      5.0
                                                       4.0%      4.0%     2.0      6.0
                                   3.5%      3.5%      3.5%      3.5%    10.0     10.0
Number of Responses                      2                   3                  3
Mean Average (Low/High)            3.3%      3.3%      3.5%      3.5%     5.7      7.0
Mean Average (Overall, 1998)            3.3%                3.5%               6.3
Mean Average (Overall, 1997)            3.3%                3.3%               4.7
Change from Summer 1997          Down 5 Basis Pts     Up 20 Basis Pts   Increase 1.6 Yrs
Median Average                          3.3%                3.5%               5.5
Mode Average                            3.0%                3.0%               5.0
Low within Range                   3.0%      3.0%      3.0%      3.0%     2.0      5.0
High within Rage                   3.5%      3.5%      4.0%      4.0%    10.0     10.0
CLASS B - VALUE ADDED              3.0%      3.0%      3.0%      3.0%     5.0      5.0
                                   3.5%      3.5%      3.5%      3.5%    10.0     10.0
Number of Responses                      2                   2                  2
Mean Average (Low/High)            3.3%      3.3%      3.3%      3.3      7.5      7.5
Mean Average (Overall, 1998)            3.3%                3.3%               7.5
Mean Average (Overall, 1997)            3.4%                3.4%               4.7
Change from Summer 1997         Down 15 Basis Pts    Down 15 Basis Pts  Increase 2.8 Yrs
Median Average                          3.3%                3.3%               7.5
Mode Average                            3.0%                3.0%               5.0
Low within Range                   3.0%      3.0%      3.0%      3.0%     5.0      5.0
High within Range                  3.5%      3.5%      3.5%      3.5%    10.0     10.0
- -----------------------------------------------------------------------------------------
BUSINESS PARKS/OTHER INDUSTRIAL & MANUFACTURING (OVERALL RESULTS)
- -----------------------------------------------------------------------------------------
Number of Responses                      9                  11                 11
Mean Average (Low/High)            3.3%      3.3%      3.4%      3.4%     6.9      7.8
Mean Average (Overall, 1998)            3.3%                3.4%              7.4
Mean Average (Overall, 1997)            3.4%                3.4%              6.4
Change from Summer 1997         Down 12 Basis Pts   Up 1 Basis Pts       Increase 1.0 Yrs
Median Average                          3.5%                3.5%              8.0
Mode Average                            3.5%                3.5%             10.0
Low within Range                   3.0%      3.0%      3.0%      3.0%     2.0      5.0
High within Range                  3.5%      3.5%      4.0%      4.0%    10.0     10.0
</TABLE>

                                  Page 10 of 21
<PAGE>
INVESTOR SURVEY
Cushman & Wakefield Valuation Advisory Services
Spring 1998

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

<TABLE>
<CAPTION>
                                        CAPITALIZATION RATES                INTERNAL
                               ---------------------------------------   RATE OF RETURN
                                    GOING-IN            TERMINAL
                                  LOW       HIGH      LOW       HIGH       LOW      HIGH
                               --------- --------- --------- --------- ---------- -------
<S>                            <C>       <C>       <C>       <C>       <C>        <C>
RETAIL
- ------------------------------------------------------------------------------------------
NEIGHBORHOOD & COMMUNITY CENTERS
- ------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET             9.8%      9.8%     10.3%     10.3%      12.0%  12.0%
                                   9.5%      9.5%     10.0%     10.0%      11.0%  11.5%
                                   8.5%      9.5%      9.0%     10.0%      10.8%  11.5%
                                   8.0%     13.0%      8.3%     12.0%      10.0%  14.0%
                                   8.0%     10.0%      8.5%     10.5%      10.5%  12.0%
                                   8.5%      9.0%      9.0%      9.5%      11.0%  11.5%
                                   9.8%     10.0%     10.0%     10.3%      11.3%  11.3%
                                   9.5%      9.5%     10.0%     10.5%      11.5%  11.5%
                                   9.0%      9.0%      9.0%      9.0%      10.5%  10.5%
Number of Responses                       9                   9                 9
Mean Average (low/High)            8.9%      9.9%      9.3%     10.2%      11.0%  11.8%
Mean Average (Overall, 1998)             9.4%                9.8%             11.4%
Mean Average (Overall, 1997)             9.3%                9.7%             11.3%
Change from Summer 1997            Up 13 Basis Pts     Up 5 Basis Pts     Up 5 Basis Pts
Median Average                           9.5%               10.0%             11.4%
Mode Average                             9.5%               10.0%             11.5%
Low within Range                   8.0%      9.0%      8.3%      9.0%      10.0%  10.5%
High within Range                  9.8%     13.0%     10.3%     12.0%      12.0%  14.0%

CLASS B - LEASED ASSET            10.0%     10.0%     10.5%     10.5%      13.0%  13.0%
                                   9.5%     10.0%     10.5%     11.0%      11.5%  12.5%
                                  10.5%     10.5%     11.0%     11.0       12.5%  12.5%
                                   9.0%     10.5%      9.5%     10.5%      11.0%  12.0%
                                   9.3%      9.3%      9.3%      9.3%      11.0%  11.0%
Number of Responses                      5                   5                  5
Mean Average (Low/High)            9.7%     10.1%     10.2%     10.5%      11.8%  12.2%
Mean Average (Overall, 1998)            9.9%               10.3%              12.0%
Mean Average (Overall, 1997)            9.6%               10.0%              11.6%
Change from Summer 1997            Up 25 Basis Pts    Up 30 Basis Pts    Up 40 Basis Pts
Median Average                         10.0%               10.5%              12.3%
Mode Average                           10.0%               10.5%              12.5%
Low within Range                   9.0%      9.3%      9.3%      9.3%      11.0%  11.0%
High within Range                 10.5%     10.5%     11.0%     11.0%      13.0%  13.0%

<CAPTION>
                                          GROWTH RATE                  TYPICAL
                               -----------------------------------   PROJECTION
                                    INCOME            EXPENSES       PERIOD(YEARS)
                                  LOW     HIGH      LOW     HIGH     LOW     HIGH
- -----------------------------------------------------------------------------------
<S>                            <C>       <C>      <C>     <C>      <C>     <C>
RETAIL
- -----------------------------------------------------------------------------------
NEIGHBORHOOD & COMMUNITY CENTERS
- -----------------------------------------------------------------------------------
CLASS A - LEASED ASSET            3.0%    3.0%       3.0%  3.0%       5.0     5.0
                                  3.0%    3.0%       3.0%  3.0%      10.0    10.0
                                                     4.0%  4.0%      10.0    10.0
                                  3.5%    6.0%       3.5%  5.0%      10.0    10.0
                                  3.0%    4.0%       3.0%  4.0%      10.0    10.0
                                  2.0%    3.0%       2.0%  3.0%       7.0    10.0
                                  3.5%    3.5%       3.5%  3.5%      10.0    10.0
                                  1.0%    2.0%       2.0%  3.0%      10.0    10.0
                                  3.5%    3.5%       3.5%  3.5%      10.0    10.0
Number of Responses                    8                 9                 9
Mean Average (low/High)           2.8%    3.5%       3.1%  3.6%       9.1     9.4
Mean Average (Overall, 1998)          3.2%              3.3%              9.3
Mean Average (Overall, 1997)          3.3%              3.5%              8.1
Change from Summer 1997        Down 14 Basis Pts  Down 19 Basis Pts Increase 1.2 Yrs
Median Average                        3.0%              3.3%             10.0
Mode Average                          3.0%              3.0%             10.0
Low within Range                  1.0%    2.0%       2.0%  3.0%       5.0     5.0
High within Range                 3.5%    6.0%       4.0%  5.0%      10.0    10.0
CLASS B - LEASED ASSET            3.0%    3.0%       3.0%  3.0%       5.0     5.0
                                  2.0%    3.0%       2.0%  3.0%       7.0    10.0
                                  1.0%    2.0%       2.0%  3.0%      10.0    10.0
                                  3.0%    3.0%       3.0%  3.0%      10.0    10.0
                                  3.5%    3.5%       3.5%  3.5%      10.0    10.0
Number of Responses                    5                 5                 5
Mean Average (Low/High)           2.5%    2.9%       2.7%  3.1%       8.4     9.0
Mean Average (Overall, 1998)          2.7%              2.9%              8.7
Mean Average (Overall, 1997)          3.4%              3.4%              7.6
Change from Summer 1997        Down 70 Basis Pts  Down 50 Basis Pts Increase 1.1 Yrs
Median Average                        3.0%              3.0%             10.0
Mode Average                          3.0%              3.0%             10.0
Low within Range                  1.0%    2.0%       2.0%  3.0%       5.0     5.0
High within Range                 3.5%    3.5%       3.5%  3.5%      10.0    10.0
</TABLE>
                                  Page 11 of 21

<PAGE>

INVESTOR SURVEY
Cushman & Wakefield Valuation Advisory Services
Spring 1998

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

<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 - VALUE ADDED              7.5%      7.5%     10.3%     10.3%      17.0%     17.0%
                                                       9.0%     10.0%      12.0%     14.0%
                                   9.5%      1.0%     10.0%     10.5%      12.5%     13.0%
                                  10.0%     10.0%     10.5%     10.5%      12.0%     12.0%
                                   8.3%      8.3%      9.0%     11.3%      11.3%      4.0%
                                  10.0%     10.0%     10.0%     10.0%      11.5%     11.5%
Number of Responses                      5                   6                   6
Mean Average (Low/High)            9.1%      7.4%      9.8%     10.0%      12.7%     13.1%
Mean Average (Overall, 1998)            8.2%                9.9%                12.9%
Mean Average (Overall, 1997)            9.7%               10.1%                12.0%
Change from Summer 1997        Down 149 Basis Pts   Down 18 Basis Pts     Up 93 Basis Pts
Median Average                          8.9%               10.0%                12.0%
Mode Average                           10.0%               10.0%                12.0%
Low within Range                   7.5%      1.0%      9.0%      9.0%      11.3%     11.3%
High within Range                 10.0%     10.0%     10.5%     10.5%      17.0%     17.0%
CLASS B - VALUE ADDED              7.5%      7.5%     10.5%     10.5%      20.0%     20.0%
                                  10.5%     11.0%     11.5%     12.0%      13.0%     13.5%
                                  12.0%     12.0%     13.0%     13.0%      13.0%     13.0%
                                  10.5%     10.5%     10.5%     10.5%      11.5%     11.5%
Number of Responses                     4                    4                   4
Mean Average (Low/High)           10.1%     10.3%     11.4%     11.5%      14.4%     14.5%
Mean Average (Overall, 1998)           10.2%               11.4%                14.4%
Mean Average (Overall, 1997)           10.0%               10.4%                12.0%
Change from Summer 1997        Up 19 Basis Pts     Up 104 Basis Pts       Up 244 Basis Pts
Median Average                         10.5%               11.0%                13.0%
Mode Average                           10.5%               10.5%                13.0%
Low within Range                   7.5%      7.5%     10.5%     10.5%      11.5%     11.5%
High within Range                 12.0%     12.0%     13.0%     13.0%      20.0%     20.0%



<CAPTION>
                                           GROWTH RATE                  TYPICAL
                               ------------------------------------   PROJECTION
                                    INCOME           EXPENSES         PERIOD(YEARS)
                                  LOW     HIGH     LOW       HIGH     LOW     HIGH
                               --------- ------ --------- --------- ------- -------
<S>                            <C>       <C>    <C>       <C>       <C>     <C>
CLASS A - VALUE ADDED             3.0%    3.0%     3.0%      3.0%     5.0     5.0
                                                   4.0%      4.0%     2.0    10.0
                                  2.0%    3.0%     2.0%      3.0%     7.0    10.0
                                  1.0%    2.0%     2.0%      3.0%    10.0    10.0
                                  4.0%    4.0%     4.0%     10.0     10.0    10.0
                                  3.5%    3.5%     3.5%      3.5%    10.0    10.0
Number of Responses                    5                 6                 6
Mean Average (Low/High)           2.7%    3.1%     3.1%      3.4%     7.3     9.2
Mean Average (Overall, 1998)          2.9%              3.3%              8.3
Mean Average (Overall, 1997)          3.6%              3.4%              6.5
Change from Summer 1997       Down 70 Basis Pts  Down 15 Basis Pts  Increase 1.8 Yrs
Median Average                        3.0%               3.3%            10.0
Mode Average                          3.0%               3.0%            10.0
Low within Range                  1.0%    2.0%     2.0%      3.0%     2.0     5.0
High within Range                 4.0%    4.0%     4.0%      4.0%    10.0    10.0

CLASS B - VALUE ADDED             3.0%    3.0%     3.0%      3.0%     5.0     5.0
- ------------------------------
                                  2.0%    3.0%     2.0%      3.0%     7.0    10.0
                                  1.0%    2.0%     2.0%      3.0%    10.0    10.0
                                  3.5%    3.5%     3.5%      3.5%    10.0    10.0
Number of Responses                    4                 4                 4
Mean Average (Low/High)           2.4%    2.9%     2.6%      3.1%     8.0     8.8
Mean Average (Overall, 1998)          2.6%              2.9%              8.4
Mean Average (Overall, 1997)          3.9%              3.4%              6.4
Change from Summer 1997      Down 128 Basis Pts  Down 53 Basis Pts   Increase 2.0 Yrs
Median Average                        3.0%              3.0%             10.0
Mode Average                          3.0%              3.0%             10.0
Low within Range                  1.0%    2.0%     2.0%      3.0%     5.0     5.0
High within Range                 3.5%    3.5%     3.5%      3.5%    10.0    10.0
</TABLE>

                                  Page 12 of 21 
<PAGE>

INVESTOR SURVEY
Cushman & Wakefield Valuation Advisory Services
Spring 1998

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

<TABLE>
<CAPTION>
                                         CAPITALIZATION RATES                INTERNAL
                               ----------------------------------------   RATE OF RETURN
                                    GOING-IN             TERMINAL
                                  LOW       HIGH       LOW       HIGH       LOW      HIGH
                               --------- --------- ---------- --------- ---------- -------
<S>                            <C>       <C>       <C>        <C>       <C>        <C>
- -------------------------------------------------------------------------------------------
NEIGHBORHOOD & COMMUNITY CENTERS (OVERALL RESULTS)
- -------------------------------------------------------------------------------------------
Number of Responses                     23                  24                   24
Mean Average (Low/High)            9.3%      9.4%      10.0%     10.4%    12.1%     12.7%
Mean Average (Overall, 1998)           9.4%                10.2%               12.4%
Mean Average (Overall, 1997)           9.6%                10.0%               11.7%
Change from Summer 1997         Down 21 Basis Pts   Up 19 Basis Pts      Up 69 Basis Pts
Median Average                         9.5%                10.3%               11.8%
Mode Average                          10.0%                10.5%               11.5%
Low within Range                   7.5%      1.0%       8.3%      9.0%    10.0%     10.5%
High within Range                 12.0%     13.0%      13.0%     13.0%    20.0%     20.0%
- -------------------------------------------------------------------------------------------
POWER CENTER & "BIG BOX"
- -------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET             9.8%      9.8%      10.3%     10.3%    12.0%     12.0%
                                   9.5%      9.5%      10.0%     10.0%    11.5%     12.0%
                                   9.0       9.8%       9.5%     10.0%    10.5%     11.3%
                                   9.8%      9.8%      10.0%     10.0%    11.3%     11.3%
Number of Responses                      4                    4                  4
Mean Average (Low/High)            9.5%      9.7%       9.9%     10.1%    11.3%     11.6%
Mean Average (Overall, 1998)            9.6%                10.0%              11.5%
Mean Average (Overall, 1997)            9.6%                10.0%              11.7%
Change from Summer 1997          Down 1 Basis Pts       Up 0 Basis Pts   Down 22 Basis Pts
Median Average                          9.8%                10.0%              11.4%
Mode Average                            9.8%                10.0%              12.0%
Low within Range                   9.0%      9.5%       9.5%     10.0%    10.5%     11.3%
High within Range                  9.8%      9.8%      10.3%     10.3%    12.0%     12.0%



<CAPTION>
                                          GROWTH RATE                TYPICAL
                               ---------------------------------   PROJECTION
                                    INCOME          EXPENSES       PERIOD(YEARS)
                                  LOW     HIGH     LOW     HIGH    LOW     HIGH
                               --------- ------ --------- ------ ------- -------
<S>                            <C>       <C>    <C>       <C>    <C>     <C>
- ---------------------------------------------------------------------------------
NEIGHBORHOOD & COMMUNITY CENTERS (OVERALL RESULTS)
- ---------------------------------------------------------------------------------
Number of Responses                   22                24              24
Mean Average (Low/High)          2.6%    3.2%     2.9%     3.4%     8.3     9.2
Mean Average (Overall, 1998)         2.9%              3.1%             8.8
Mean Average (Overall, 1997)         3.5%              3.4%             7.2
Change from Summer 1997       Down 60 Basis Pts  Down 26 Basis Pts  Increase 1.6 Yrs
Median Average                       3.0%             3.0%             10.0
Mode Average                         3.0%             3.0%             10.0
Low within Range                 1.0%    2.0%     2.0%    3.0%      2.0     5.0
High within Range                4.0%    6.0%     4.0%    5.0%     10.0    10.0
- ---------------------------------------------------------------------------------
POWER CENTER & "BIG BOX"
- ---------------------------------------------------------------------------------
CLASS A - LEASED ASSET           3.0%    3.0%     3.0%    3.0%      5.0     5.0
                                 3.0%    3.0%     3.0%    3.0%     10.0    10.0
                                                  4.0%    4.0%     10.0    10.0
                                 3.5%    3.5%     3.5%    3.5%     10.0    10.0
Number of Responses                    3                4               4
Mean Average (Low/High)          3.2%    3.2%     3.4%    3.4%      8.8     8.8
Mean Average (Overall, 1998)          3.2%            3.4%             8.8
Mean Average (Overall, 1997)          3.2%            3.4%             9.5
Change from Summary 1997       Down 3 Basis Pts Down 3 Basis Pts Decrease 0.8 Yrs
Median Average                        3.0%            3.3%             10.0
Mode Average                          3.0%            3.0%             10.0
Low within Range                 3.0%    3.0%     3.0%    3.0%      5.0     5.0
High within Range                3.5%    3.5%     4.0%    4.0%     10.0    10.0
</TABLE>

                                  Page 13 of 21
<PAGE>

INVESTOR SURVEY
Cushman & Wakefield Valuation Advisory Services
Spring 1998




<TABLE>
<CAPTION>
                                                       CAPITALIZATION RATES
                                 -----------------------------------------------------------------
                                             GOING-IN                         TERMINAL
                                     LOW                  HIGH        LOW                  HIGH
                                 ----------            ---------- ----------            ----------
<S>                              <C>        <C>        <C>        <C>        <C>        <C>
  CLASS B -- LEASED ASSET            10.0%                 10.0%      10.5%                 10.5%
  Number of Responses                              1                                1
  Mean Average (Low/High)            10.0%                 10.0%      10.5%                 10.5%
  Mean Average (Overall, 1998)                  10.0%                            10.5%
  Mean Average (Overall, 1997                    9.0%                            10.0%
  Change from Summer 1997                  Up 100 Basis Pts                 Up 50 Basis Pts
  Median Average                                10.0%                            10.5%
  Mode Average                                   9.8%                            10.0%
  Low within Range                   10.0%                 10.0%      10.5%                 10.5%
  High within Range                  10.0%                 10.0%      10.5%                 10.5%
  CLASS A -- VALUE ADDED              7.5%                  7.5%      10.3%                 10.3%
  Number of Responses                              1                                1
  Mean Average (Low/High)             7.5%                  7.5%      10.3%                 10.3%
  Mean Average (Overall, 1998)                   7.5%                            10.3%
  Mean Average (Overall, 1997)                   9.8%                            10.1%
  Change from Summer 1997                 Down 230 Basis Pts                Up 15 Basis Pts
  Median Average                                 7.5%                            10.3%
  Mode Average                                  10.0%                            10.5%
  Low within Range                    7.5%                  7.5%      10.3%                 10.3%
  High within Range                   7.5%                  7.5%      10.3%                 10.3%
  CLASS B -- VALUE ADDED              7.5%                  7.5%      10.5%                 10.5%
  Number of Responses                              1                                1
  Mean Average (Low/High)             7.5%                  7.5%      10.5%                 10.5%
  Mean Average (Overall, 1998)                   7.5%                            10.5%
  Mean Average (Overall, 1997)                   9.0%                            10.5%
  Change from Summer 1997                 Down 150 Basis Pts                 Up 0 Basis Pts
  Median Average                                 7.5%                            10.5%
  Mode Average                                   7.5%                            10.3%
  Low within Range                    7.5%                  7.5%      10.5%                 10.5%
  High within Range                   7.5%                  7.5%      10.5%                 10.5%



<CAPTION>
                                             INTERNAL                                     GROWTH RATE
                                          RATE OF RETURN          -----------------------------------------------------------
                                                                             INCOME                       EXPENSES
                                     LOW                  HIGH       LOW                 HIGH      LOW                 HIGH
                                 ----------            ---------- ---------           --------- ---------           ---------
<S>                              <C>        <C>        <C>        <C>       <C>       <C>       <C>       <C>       <C>
  CLASS B -- LEASED ASSET            13.0%                 13.0%      3.0%                3.0%      3.0%                3.0%
  Number of Responses                              1                              1                             1
  Mean Average (Low/High)            13.0%                 13.0%      3.0%                3.0%      3.0%                3.0%
  Mean Average (Overall, 1998)                  13.0%                           3.0%                          3.0%
  Mean Average (Overall, 1997                   12.5%                           3.0%                          3.0%
  Change from Summer 1997                  Up 50 Basis Pts                 Up 0 Basis Pts                Up 0 Basis Pts
  Median Average                                13.0%                           3.0%                          3.0%
  Mode Average                                  12.0%                           3.0%                          3.0%
  Low within Range                   13.0%                 13.0%      3.0%                3.0%      3.0%                3.0%
  High within Range                  13.0%                 13.0%      3.0%                3.0%      3.0%                3.0%
  CLASS A -- VALUE ADDED             17.0%                 17.0%      3.0%                3.0%      3.0%                3.0%
  Number of Responses                              1                              1                             1
  Mean Average (Low/High)            17.0%                 17.0%      3.0%                3.0%      3.0%                3.0%
  Mean Average (Overall, 1998)                  17.0%                           3.0%                          3.0%
  Mean Average (Overall, 1997)                  12.5%                           3.5%                          3.0%
  Change from Summer 1997                 Up 450 Basis Pts                Down 50 Basis Pts              Up 0 Basis Pts
  Median Average                                17.0%                           3.0%                          3.0%
  Mode Average                                  13.0%                           3.0%                          3.0%
  Low within Range                   17.0%                 17.0%      3.0%                3.0%      3.0%                3.0%
  High within Range                  17.0%                 17.0%      3.0%                3.0%      3.0%                3.0%
  CLASS B -- VALUE ADDED             20.0%                 20.0%      3.0%                3.0%      3.0%                3.0%
  Number of Responses                              1                              1                             1
  Mean Average (Low/High)            20.0%                 20.0%      3.0%                3.0%      3.0%                3.0%
  Mean Average (Overall, 1998)                  20.0%                           3.0%                          3.0%
  Mean Average (Overall, 1997)                  12.5%                           3.0%                          3.0%
  Change from Summer 1997                 Up 750 Basis Pts                 Up 0 Basis Pts                 Up 0 Basis Pts
  Median Average                                20.0%                           3.0%                          3.0%
  Mode Average                                  17.0%                           3.0%                          3.0%
  Low within Range                   20.0%                 20.0%      3.0%                3.0%      3.0%                3.0%
  High within Range                  20.0%                 20.0%      3.0%                3.0%      3.0%                3.0%



<PAGE>

<CAPTION>
                                     TYPICAL PROJECTION
                                       PERIOD (YEARS)
                                    LOW              HIGH
                                 --------          --------
<S>                              <C>      <C>      <C>
  CLASS B -- LEASED ASSET           5.0               5.0
  Number of Responses                          1
  Mean Average (Low/High)           5.0               5.0
  Mean Average (Overall, 1998)               5.0
  Mean Average (Overall, 1997                4.5
  Change from Summer 1997             Increase 0.5 Yrs
  Median Average                             5.0
  Mode Average                              10.0
  Low within Range                  5.0               5.0
  High within Range                 5.0               5.0
  CLASS A -- VALUE ADDED            5.0               5.0
  Number of Responses                          1
  Mean Average (Low/High)           5.0               5.0
  Mean Average (Overall, 1998)               5.0
  Mean Average (Overall, 1997)               6.3
  Change from Summer 1997             Decrease 1.3 Yrs
  Median Average                             5.0
  Mode Average                               5.0
  Low within Range                  5.0               5.0
  High within Range                 5.0               5.0
  CLASS B -- VALUE ADDED            5.0               5.0
  Number of Responses                          1
  Mean Average (Low/High)           5.0               5.0
  Mean Average (Overall, 1998)               5.0
  Mean Average (Overall, 1997)               4.5
  Change from Summer 1997             Increase 0.5 Yrs
  Median Average                             5.0
  Mode Average                               5.0
  Low within Range                  5.0               5.0
  High within Range                 5.0               5.0
</TABLE>

                                 Page 14 of 21
<PAGE>

INVESTOR SURVEY
Cushman & Wakefield Valuation Advisory Services
Spring 1998




<TABLE>
<CAPTION>
                                                     CAPITALIZATION RATES                               INTERNAL
                                 ------------------------------------------------------------        RATE OF RETURN
                                           GOING-IN                       TERMINAL
                                    LOW                 HIGH      LOW                  HIGH      LOW                 HIGH
                                 ---------           --------- ---------            --------- ---------            -------
<S>                              <C>       <C>       <C>       <C>       <C>        <C>       <C>       <C>        <C>
  POWER CENTER & "BIG BOX" (OVERALL RESULTS)
- ---------------------------------------------------------------------------------------------------------------------------
  Number of Responses                            7                              7                              7
  Mean Average (Low/High)            9.0%                9.1%     10.1%                10.2%     13.6%             13.8%
  Mean Average (Overall, 1998)                 9.1%                          10.2%                          13.7%
  Mean Average (Overall, 1997)                 9.6%                          10.0%                          11.9%
  Change from Summer 1997                Down 55 Basis Pts             Up 18 Basis Pts               Up 180 Basis Pts
  Median Average                               9.6%                          10.3%                          12.0%
  Mode Average                                 9.8%                          10.0%                          12.0%
  Low within Range                   7.5%                7.5%      9.5%                10.0%     10.5%             11.3%
  High within Range                 10.0%               10.0%     10.5%                10.5%     20.0%             20.0%
- -------------------------------- -------                ----   -------                 ----   -------              ----
  REGIONAL MALLS
- ---------------------------------------------------------------------------------------------------------------------------
  CLASS A -- LEASED ASSET            8.0%                8.0%      7.9%                 7.9%     13.0%             13.0%
                                     7.5%                7.5%      8.5%                 8.5%     10.5%             10.5%
                                     7.0%                8.0%      8.0%                 9.0%     10.3%             11.0%
                                     7.0%               11.0%      7.5%                11.5%      9.5%             13.0%
                                     8.0%               10.0%
                                     7.0%                9.0%      7.5%                 9.5%     10.0%             12.0%
  Number of Responses                            6                              5                              5
  Mean Average (Low/High)            7.4%                8.9%      7.9%                 9.3%     10.7%             11.9%
  Mean Average (Overall, 1998)                 8.2%                           8.6%                          11.3%
  Mean Average (Overall, 1997)                 8.3%                           8.8%                          11.5%
  Change from Summer 1997                Down 13 Basis Pts             Down 23 Basis Pts            Down 23 Basis Pts
  Median Average                               8.0%                           8.3%                          10.8%
  Mode Average                                 8.0%                           7.9%                          13.0%
  Low within Range                   7.0%                7.5%      7.5%                 7.9%      9.5%             10.5%
  High within Range                  8.0%               11.0%      8.5%                11.5%     13.0%             13.0%
 CLASS B -- LEASED ASSET             9.0%                9.0%      8.5%                 8.5%     16.0%             16.0%
                                     8.0%               12.0%
  Number of Responses                            2                              1                              1
  Mean Average (Low/High)            8.5%               10.5%      8.5%                 8.5%     16.0%             16.0%
  Mean Average (Overall, 1998)                 9.5%                           8.5%                          16.0%
  Mean Average (Overall, 1997)                 9.3%                           9.4%                          15.0%
  Change from Summer 1997                Up 20 Basis Pts                Down 90 Basis Pts            Up 100 Basis Pts
  Median Average                               9.0%                           8.5%                          16.0%
  Mode Average                                 9.0%                           8.5%                          16.0%
  Low within Range                   8.0%                9.0%      8.5%                 8.5%     16.0%             16.0%
  High within Range                  9.0%               12.0%      8.5%                 8.5%     16.0%             16.0%
  CLASS A -- VALUE ADDED             8.5%                8.5%      8.0%                 8.0%     15.0%             15.0%
  Number of Responses                            1                              1                              1
  Mean Average (Low/High)            8.5%                8.5%      8.0%                 8.0%     15.0%             15.0%
  Mean Average (Overall, 1998)                 8.5%                           8.0%                          15.0%
  Mean Average (Overall, 1997)                 8.7%                           9.0%                          15.8%



<CAPTION>
                                                   GROWTH RATE                     TYPICAL PROJECTION
                                 -----------------------------------------------     PERIOD (YEARS)
                                         INCOME                 EXPENSES
                                   LOW             HIGH    LOW             HIGH    LOW            HIGH
                                 ------           ------ ------           ------ -------        -------
<S>                              <C>    <C>       <C>    <C>    <C>       <C>    <C>     <C>    <C>
  POWER CENTER & "BIG BOX" (OVERALL RESULTS)
- --------------------------------------------------------------------------------------------------------
  Number of Responses                         6                       7                      7
  Mean Average (Low/High)        3.1%             3.1%   3.2%             3.2%     7.1            7.1
  Mean Average (Overall, 1998)              3.1%                    3.2%                   7.1
  Mean Average (Overall, 1997)              3.2%                    3.2%                   7.8
  Change from Summer 1997            Down 12 Basis Pts        Up 1 Basis Pts          Decrease 0.7 Yrs
  Median Average                            3.0%                    3.0%                   5.0
  Mode Average                              3.0%                    3.0%                   5.0
  Low within Range               3.0%             3.0%   3.0%             3.0%     5.0            5.0
  High within Range              3.5%             3.5%   4.0%             4.0%    10.0           10.0
- -------------------------------- ---              ---    ---              ---    -----           ----
  REGIONAL MALLS
- --------------------------------------------------------------------------------------------------------
  CLASS A -- LEASED ASSET        3.0%             3.0%   3.0%             3.0%     5.0            5.0
                                 3.0%             3.0%   3.0%             3.0%    10.0           10.0
                                                         4.0%             4.0%    10.0           10.0
                                 3.5%             4.0%   3.5%             4.0%    10.0           10.0
                                 4.0%             6.0%   1.0%             2.0%     5.0            5.0
                                 3.0%             4.0%   3.0%             4.0%    10.0           10.0
  Number of Responses                         5                       6                      6
  Mean Average (Low/High)        3.3%             4.0%   2.9%             3.3%     8.0            8.3
  Mean Average (Overall, 1998)              3.7%                    3.1%                   8.3
  Mean Average (Overall, 1997)              3.2%                    3.4%                   8.4
  Change from Summer 1997           Up 45 Basis Pts          Down 28 Basis Pts        Decrease 0.1 Yrs
  Median Average                            3.3%                    3.0%                  10.0
  Mode Average                              3.0%                    3.0%                  10.0
  Low within Range               3.0%             3.0%   1.0%             2.0%     5.0            5.0
  High within Range              4.0%             6.0%   4.0%             4.0%    10.0           10.0
 CLASS B -- LEASED ASSET         3.0%             3.0%   3.0%             3.0%     5.0            5.0
                                 4.0%             6.0%   1.0%             2.0%     3.0            3.0
  Number of Responses                         2                       2                      2
  Mean Average (Low/High)        3.5%             4.5%   2.0%             2.5%     4.0            4.0
  Mean Average (Overall, 1998)              4.0%                    2.3%                   4.0
  Mean Average (Overall, 1997)              2.8%                    3.5%                   4.7
  Change from Summer 1997            Up 120 Basis Pts        Down 125 Basis Pts      Decrease 0.7 Yrs
  Median Average                            3.5%                    2.5%                   4.0
  Mode Average                              3.0%                    3.0%                   5.0
  Low within Range               3.0%             3.0%   1.0%             2.0%     3.0            3.0
  High within Range              4.0%             6.0%   3.0%             3.0%     5.0            5.0
  CLASS A -- VALUE ADDED         3.0%             3.0%   3.0%             3.0%     5.0            5.0
  Number of Responses                         1                       1                      1
  Mean Average (Low/High)        3.0%             3.0%   3.0%             3.0%     5.0            5.0
  Mean Average (Overall, 1998)              3.0%                    3.0%                   5.0
  Mean Average (Overall, 1997)              3.5%                    3.4%                   6.3
</TABLE>

                                  Page 15 of 21
<PAGE>

INVESTOR SURVEY
Cushman & Wakefield Valuation Advisory Services
Spring 1998




<TABLE>
<CAPTION>
                                                 CAPITALIZATION RATES                            INTERNAL
                                 -----------------------------------------------------        RATE OF RETURN
                                          GOING-IN                   TERMINAL
                                   LOW               HIGH     LOW               HIGH      LOW                 HIGH
                                 ------           --------- ------           --------- ---------            -------
<S>                              <C>    <C>       <C>       <C>    <C>       <C>       <C>       <C>        <C>
  Change from Summer 1997            Down 20 Basis Pts          Down 100 Basis Pts             Down 80 Basis Pts
  Median Average                            8.5%                       8.0%                          15.0%
  Mode Average                              8.5%                       8.0%                          15.0%
  Low within Range               8.5%                 8.5%  8.0%                 8.0%     15.0%             15.0%
  High within Range              8.5%                 8.5%  8.0%                 8.0%     15.0%             15.0%
  CLASS B -- VALUE ADDED         9.5%                 9.5%  9.0%                 9.0%     18.0%             18.0%
  Number of Responses                         1                          1                              1
  Mean Average (Low/High)        9.5%                 9.5%  9.0%                 9.0%     18.0%             18.0%
  Mean Average (Overall, 1998)              9.5%                       9.0%                          18.0%
  Mean Average (Overall, 1997)              9.5%                       9.0%                          16.5%
  Change from Summer 1997              Up 0 Basis Pts             Up 0 Basis Pts                Up 150 Basis Pts
  Median Average                            9.5%                       9.0%                          18.0%
  Mode Average                              9.5%                       9.0%                          18.0%
  Low within Range               9.5%                 9.5%  9.0%                 9.0%     18.0%             18.0%
  High within Range              9.5%                 9.5%  9.0%                 9.0%     18.0%             18.0%
- -------------------------------- ---                  ---   ---                  ---   -------              ----
  REGIONAL MALLS (OVERALL RESULTS)
- --------------------------------------------------------------------------------------------------------------------
  Number of Responses                        10                          8                              8
  Mean Average (Low/High)        8.0%                 9.3%  8.1%                 9.0%     12.8%             13.6%
  Mean Average (Overall, 1998)              8.6%                       8.5%                          13.2%
  Mean Average (Overall, 1997)              8.8%                       9.0%                          13.6%
  Change from Summer 1997            Down 20 Basis Pts          Down 46 Basis Pts             Down 43 Basis Pts
  Median Average                            8.3%                       8.5%                          13.0%
  Mode Average                              8.0%                       8.5%                          13.0%
  Low within Range               7.0%                 7.5%  7.5%                 7.9%      9.5%             10.5%
  High within Range              9.5%                12.0%  9.0%                11.5%     18.0%             18.0%



<CAPTION>
                                                   GROWTH RATE                     TYPICAL PROJECTION
                                 -----------------------------------------------     PERIOD (YEARS)
                                         INCOME                 EXPENSES
                                   LOW             HIGH    LOW             HIGH    LOW            HIGH
                                 ------           ------ ------           ------ -------        -------
<S>                              <C>    <C>       <C>    <C>    <C>       <C>    <C>     <C>    <C>
  Change from Summer 1997            Down 50 Basis Pts       Down 40 Basis Pts      Decrease 1.3 Yrs
  Median Average                            3.0%                    3.0%                  5.0
  Mode Average                              3.0%                    3.0%                  5.0
  Low within Range               3.0%             3.0%   3.0%             3.0%     5.0            5.0
  High within Range              3.0%             3.0%   3.0%             3.0%     5.0            5.0
  CLASS B -- VALUE ADDED         3.0%             3.0%   3.0%             3.0%     5.0            5.0
  Number of Responses                         1                       1                     1
  Mean Average (Low/High)        3.0%             3.0%   3.0%             3.0%     5.0            5.0
  Mean Average (Overall, 1998)              3.0%                    3.0%                  5.0
  Mean Average (Overall, 1997)              4.0%                    4.0%                  4.7
  Change from Summer 1997          Down 100 Basis Pts      Down 100 Basis Pts       Increase 0.3 Yrs
  Median Average                            3.0%                    3.0%                  5.0
  Mode Average                              3.0%                    3.0%                  5.0
  Low within Range               3.0%             3.0%   3.0%             3.0%     5.0            5.0
  High within Range              3.0%             3.0%   3.0%             3.0%     5.0            5.0
- -------------------------------- ---              ---    ---              ---    -----            ---
  REGIONAL MALLS (OVERALL RESULTS)
- --------------------------------------------------------------------------------------------------------
  Number of Responses                         9                      10                    10
  Mean Average (Low/High)        3.3%             3.9%   2.8%             3.1%     6.8            6.8
  Mean Average (Overall, 1998)              3.6%                    2.9%                  6.8
  Mean Average (Overall, 1997)              3.3%                    3.5%                  6.6
  Change from Summer 1997            Up 28 Basis Pts        Down 58 Basis Pts      Increase 0.2 Yrs
  Median Average                            3.0%                    3.0%                  5.0
  Mode Average                              3.0%                    3.0%                  5.0
  Low within Range               3.0%             3.0%   1.0%             2.0%     3.0            3.0
  High within Range              4.0%             6.0%   4.0%             4.0%    10.0           10.0
</TABLE>

                                  Page 16 of 21
<PAGE>

INVESTOR SURVEY
Cushman & Wakefield Valuation Advisory Services
Spring 1998

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

<TABLE>
<CAPTION>
                                          CAPITALIZATION RATES                   INTERNAL
                               -------------------------------------------    RATE OF RETURN
                                     GOING-IN              TERMINAL
                                   LOW        HIGH       LOW        HIGH       LOW        HIGH
                               ----------- --------- ----------- --------- ----------- ---------
<S>                            <C>         <C>       <C>         <C>       <C>         <C>
Specialty Retail
- -------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET
- ------------------------------
Number of Responses                   0                       0                      0
Mean Average (Low/High)        #DIV/0!   #DIV/0!      #DIV/0!   #DIV/0!       #DIV/0!   #DIV/0!
Mean Average (Overall, 1998)       #DIV/0!                #DIV/0!                  #DIV/0!
Mean Average (Overall, 1997)         9.0%                  9.5%                      11.6%
Change from Summer 1997            #DIV/0!               #DIV/0!                   #DIV/0!
Median Average                      #NUM!                 #NUM!                     #NUM!
Mode Average                        #N/A                  #N/A                      #N/A
Low within Range                0.0%    0.0%          0.0%    0.0%             0.0%    0.0%
High within Range               0.0%    0.0%          0.0%    0.0%             0.0%    0.0%
CLASS B - LEASED ASSET
- ------------------------------
Number of Responses                   0                      0                        0
Mean Average (Low/High)        #DIV/0!     #DIV/0!    #DIV/0!   #DIV/0!       #DIV/0!   #DIV/0!
Mean Average (Overall, 1998)        #DIV/0!                #DIV/0!                 #DIV/0!
Mean Average (Overall, 1997)         10.0%                 10.8%                     14.0%
Change from Summer 1997             #DIV/0!               #DIV/0!                   #DIV/0!
Median Average                      #NUM!                 #NUM!                      #NUM!
Mode Average                         #N/A                 #N/A                       #N/A
Low within Range                0.0%    0.0%          0.0%    0.0%             0.0%    0.0%
High within Range               0.0%    0.0%          0.0%    0.0%             0.0%    0.0%
CLASS A - VALUE ADDED
- ------------------------------
Number of Responses                   0                     0
Mean Average (Low/High)        #DIV/0!     #DIV/0!   #DIV/0!     #DIV/0!
Mean Average (Overall, 1998)        #DIV/0!              #DIV/0!
Mean Average (Overall, 1997)         9.0%                  9.0%
Change from Summer 1997             #DIV/0!              #DIV/0!
Median Average                      #NUM!                #NUM!
Mode Average                        #N/A                 #N/A
Low within Range                0.0%    0.0%          0.0%    0.0%
High within Range               0.0%    0.0%          0.0%    0.0%



<CAPTION>
                                               GROWTH RATE
                               -------------------------------------------  TYPICAL PROJECTION
                                      INCOME               EXPENSES            PERIOD (YEARS)
                                   LOW        HIGH       LOW        HIGH       LOW       HIGH
                               ----------- --------- ----------- --------- ----------- --------
<S>                            <C>         <C>       <C>         <C>       <C>         <C>
Specialty Retail
- ------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET
- ------------------------------
Number of Responses                   0                     0                         0
Mean Average (Low/High)        #DIV/0!     #DIV/0!   #DIV/0!     #DIV/0!      #DIV/0!   #DIV/0!
Mean Average (Overall, 1998)       #DIV/0!               #DIV/0!                  #DIV/0!
Mean Average (Overall, 1997)         3.0%                  4.0%                     5.7
Change from Summer 1997            #DIV/0!               #DIV/0!                  #DIV/0!
Median Average                      #NUM!                 #NUM!                     #NUM!
Mode Average                        #N/A                  #N/A                      #N/A
Low within Range                0.0%    0.0%          0.0%    0.0%             0.0     0.0
High within Range               0.0%    0.0%          0.0%    0.0%             0.0     0.0
CLASS B - LEASED ASSET
- ------------------------------
Number of Responses                    0                                              0
Mean Average (Low/High)        #DIV/0!     #DIV/0!                            #DIV/0!   #DIV/0!
Mean Average (Overall, 1998)       #DIV/0!                                        #DIV/0!
Mean Average (Overall, 1997)         2.0%                                           7.0
Change from Summer 1997            #DIV/0!                                        #DIV/0!
Median Average                     #NUM!                                           #NUM!
Mode Average                       #N/A                                            #N/A
Low within Range                0.0%    0.0%                                   0.0     0.0
High within Range               0.0%    0.0%                                   0.0     0.0
CLASS A - VALUE ADDED
- ------------------------------
Number of Responses                                                                  0
Mean Average (Low/High)                                                       #DIV/0!   #DIV/0!
Mean Average (Overall, 1998)                                                       #DIV/0!
Mean Average (Overall, 1997)                                                        9.2
Change from Summer 1997                                                            #DIV/0!
Median Average                                                                      #NUM!
Mode Average                                                                        #N/A
Low within Range                                                               0.0     0.0
High within Range                                                              0.0     0.0
</TABLE>

                                  Page 17 of 21
<PAGE>

INVESTOR SURVEY
Cushman & Wakefield Valuation Advisory Services
Spring 1998

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

<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 B - VALUE ASSET
- ------------------------------
Number of Responses                   0                     0
Mean Average (Low/High)        #DIV/0!   #DIV/0!   #DIV/0!   #DIV/0!
Mean Average (Overall, 1998)       #DIV/0!             #DIV/0!
Mean Average (Overall, 1997)         9.0%                9.0%
Change from Summer 1997            #DIV/0!             #DIV/0!
Median Average                     #NUM!                 #NUM!
Mode Average                       #N/A                  #N/A
Low within Range                0.0%    0.0%          0.0%    0.0%
High within Range               0.0%    0.0%          0.0%    0.0%

- ------------------------------------------------------------------------------------------------
Specialty Retail (Overall Results)
- ------------------------------------------------------------------------------------------------
Number of Responses                   0                    0                   0
Mean Average (Low/High)        #DIV/0!   #DIV/0!    #DIV/0!  #DIV/0!   #DIV/0!   #DIV/0!
Mean Average (Overall, 1998)       #DIV/0!              #DIV/0!             #DIV/0!
Mean Average (Overall, 1997)         9.3%                9.7%                12.4%
Change from Summer 1997            #DIV/0!              #DIV/0!             #DIV/0!
Median Average                      #NUM!                #NUM!               #NUM!
Mode Average                        #N/A                  #N/A               #N/A
Low within Range                0.0%    0.0%          0.0%    0.0%       0.0%    0.0%
High within Range               0.0%    0.0%          0.0%    0.0%       0.0%    0.0%



<CAPTION>
                                               GROWTH RATE
                               ------------------------------------------- TYPICAL PROJECTION
                                      INCOME               EXPENSES           PERIOD (YEARS)
                                   LOW        HIGH       LOW        HIGH      LOW      HIGH
                               ----------- --------- ----------- --------- --------- --------
<S>                            <C>         <C>       <C>         <C>       <C>       <C>
CLASS B - VALUE ASSET
- ------------------------------
Number of Responses                                                                0
Mean Average (Low/High)                                                    #DIV/0!   #DIV/0!
Mean Average (Overall, 1998)                                                    #DIV/0!
Mean Average (Overall, 1997)                                                      4.0
Change from Summer 1997                                                         #DIV/0!
Median Average                                                                   #NUM!
Mode Average                                                                    No Mode
Low within Range                                                              0.0     0.0
High within Range                                                             0.0     0.0
- ----------------------------------
Specialty Retail (Overall Results)
- ----------------------------------
Number of Responses                    0                   0                     0
Mean Average (Low/High)        #DIV/0!   #DIV/0!   #DIV/0!   #DIV/0!     #DIV/0!   #DIV/0!
Mean Average (Overall, 1998)        #DIV/0!              #DIV/0!              #DIV/0!
Mean Average (Overall, 1997)         2.7%                 4.0%                  5.4
Change from Summer 1997             #DIV/0!              #DIV/0!              #DIV/0!
Median Average                       #NUM!                #NUM!                #NUM!
Mode Average                         #N/A                 #N/A                 #N/A
Low within Range                 0.0%    0.0%         0.0%    0.0%          0.0     0.0
High within Range                0.0%    0.0%         0.0%    0.0%          0.0     0.0
</TABLE>

                                  Page 18 of 21
<PAGE>

INVESTOR SURVEY
Cushman & Wakefield Valuation Advisory Services
Spring 1998

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

<TABLE>
<CAPTION>
                                          CAPITALIZATION RATES                 INTERNAL
                                 ---------------------------------------    RATE OF RETURN
                                      GOING-IN            TERMINAL
                                    LOW       HIGH      LOW       HIGH       LOW       HIGH
                                 --------- --------- --------- --------- ---------- ---------
<S>                              <C>       <C>       <C>       <C>       <C>        <C>
RESIDENTIAL
- ---------------------------------------------------------------------------------------------
APARTMENTS
- ---------------------------------------------------------------------------------------------
  CLASS A - LEASED ASSET             8.6%      8.6%      8.9%      8.9%      11.0%     11.0%
- --------------------------------     9.0%      9.0%      9.5%      9.5%      12.0%     12.0%
                                     9.0%      9.0%     10.0%     10.0%      11.5%     12.0%
                                     8.0%      8.0%      8.0%      8.0%      12.0%     14.0%
                                     8.0%      9.0%      8.5%      9.5%      10.5%     11.5%
                                     7.5%     10.0%      8.0%     10.3%      10.0%     12.5%
                                     7.5%      8.5%      8.0%      9.0%      11.0%     12.0%
                                     7.5%      9.0%      8.0%     10.0%      10.5%     12.0%
                                     8.0%      9.0%      8.5%      9.5%      10.0%     11.0%
                                     8.5%      9.0%      9.0%      9.5%      11.0%     11.5%
                                     8.8%      9.0%      9.3%      9.3%      11.2%     11.2%
                                     8.5%      8.5%      9.0%      9.0%      11.5%     11.5%
                                     8.0%      8.5%      8.5%      9.0%      10.5%     11.0%
                                     8.3%      8.3%      9.0%      9.0%      10.7%     10.7%
                                     8.3%      8.3%      9.0%      9.0%      10.5%     10.5%
  Number of Responses                      15                  15                  15
  Mean Average (Low/High)            8.2%      8.9%      8.7%      9.3%      11.0%     11.8%
  Mean Average (Overall, 1998)            8.5%                9.0%                11.3%
  Mean Average (Overall, 1997)            8.7%                9.2%                11.2%
  Change from Summer 1997          Down 20Basis Pts     Down 19Basis Pts      Up 8 Basis Pts
  Median Average                          8.5%                9.0%                11.1%
  Mode Average                            9.0%                9.0%                11.0%
  Low within Range                   7.5%      8.0%      8.0%      8.0%      10.0%     10.5%
  High within Range                  9.0%     10.0%     10.0%     10.3%      12.0%     14.0%
 
  CLASS B - LEASED ASSET             8.8%      8.8%      9.1%      9.1%      11.3%     11.3%
- --------------------------------     9.0%      9.0%      9.5%      9.5%      13.0%     13.0%
                                    10.0%     10.0%     10.0%     10.0%      20.0%     20.0%
                                     8.5%      9.5%      9.0%     10.0%      11.5%     12.5%
                                     9.0%      9.5%      9.5%     10.0%      11.0%     12.0%
                                     8.8%      9.5%      8.8%     10.5%      11.5%     12.5%
                                     9.5%      9.5%     10.0%     10.0%      12.5%     12.5%
                                     8.5%      9.0%      9.0%      9.5%      11.0%     11.5%
                                     8.5%      8.5%      9.5%      9.5%      11.5%     11.5%
  Number of Responses                      9                   9                    9
  Mean Average (Low/High)            9.1%      9.4%      9.4%      9.9%      13.0%     13.4%
  Mean Average (Overall, 1998)            9.1%                9.6%                12.8%
  Mean Average (Overall, 1997)            9.1%                9.5%                11.9%
  Change from Summer 1997          Down 0 Basis Pts     Up 8 Basis Pts       Up 88 Basis Pts
  Median Average                          9.0%                9.5%                11.8%
  Mode Average                            9.5%                9.5%                11.5%
  Low within Range                   8.5%      8.5%      8.8%      9.1%      11.0%     11.3%
  High within Range                 10.0%     10.0%     10.0%     10.5%      20.0%     20.0%



<CAPTION>
                                            GROWTH RATE               TYPICAL
                                 ---------------------------------   PROJECTION
                                      INCOME          EXPENSES      PERIOD (YEARS)
                                    LOW     HIGH     LOW     HIGH    LOW    HIGH
                                 --------- ------ --------- ------ ------ -------
<S>                              <C>       <C>    <C>       <C>    <C>    <C>
RESIDENTIAL
- ---------------------------------------------------------------------------------
APARTMENTS
- ---------------------------------------------------------------------------------
  CLASS A - LEASED ASSET             3.0%  3.0%       3.0%  3.0%    10.0   10.0
- --------------------------------     3.0%  3.0%       3.0%  3.0%     5.0    5.0
                                     3.0%  3.0%       3.0%  3.0%    10.0   10.0
                                     4.0%  4.0%       4.0%  4.0%     5.0    7.0
                                                      4.0%  4.0%    10.0   10.0
                                     3.5%  5.0%       3.5%  5.0%    10.0   10.0
                                     3.0%  3.0%       3.0%  4.0%    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
                                     2.0%  3.0%       2.0%  3.0%     7.0   10.0
                                     3.5%  3.5%       3.5%  3.5%    10.0   10.0
                                     2.0%  3.0%       2.0%  3.0%    10.0   10.0
                                     3.0%  4.0%       3.0%  3.0%    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
  Number of Responses                    14               15             15
  Mean Average (Low/High)            3.0%  3.5%       3.1%  3.5%     9.0    9.4
  Mean Average (Overall, 1998)          3.2%             3.3%           9.3
  Mean Average (Overall, 1997)          3.3%             3.2%           9.5
  Change from Summer 1997      Down 7 Basis Pts Up 8 Basis Pts  Decrease 0.2 Yrs
  Median Average                        3.0%             3.0%          10.0
  Mode Average                          3.0%             3.0%          10.0
  Low within Range                   2.0%  3.0%       2.0%  3.0%     5.0    5.0
  High within Range                  4.0%  5.0%       4.0%  5.0%    10.0   10.0
 
  CLASS B - LEASED ASSET             3.0%  3.0%       3.0%  3.0%    10.0   10.0
- --------------------------------     3.0%  3.0%       3.0%  3.0%     5.0    5.0
                                     4.0%  4.0%       4.0%  4.0%     5.0    7.0
                                     3.0%  3.0%       3.0%  4.0%    10.0   10.0
                                     3.0%  3.0%       3.0%  3.0%    10.0   10.0
                                     3.0%  4.0%       2.0%  3.0%     7.0   10.0
                                     2.0%  3.0%       2.0%  3.0%    10.0   10.0
                                     3.0%  4.0%       3.0%  3.0%    10.0   10.0
                                     3.0%  3.0%       3.0%  3.0%    10.0   10.0
  Number of Responses                     9                9             9
  Mean Average (Low/High)            3.0%  3.3%       2.9%  3.3%     8.1    8.9
  Mean Average (Overall, 1998)          3.2%             3.1%           8.8
  Mean Average (Overall, 1997)          3.4%             3.1%           9.1
  Change from Summer 1997       Down 23 Basis Pts  Down 4 Basis Pts  Decrease 0.3 Yrs
  Median Average                        3.0%             3.0%          10.0
  Mode Average                          3.0%             3.0%          10.0
  Low within Range                   2.0%  3.0%       2.0%  3.0%     5.0    5.0
  High within Range                  4.0%  4.0%       4.0%  4.0%    10.0   10.0
</TABLE>

                                 Page 19 of 21   


<PAGE>

INVESTOR SURVEY
Cushman & Wakefield Valuation Advisory Services
Spring 1998

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

<TABLE>
<CAPTION>
                                          CAPITALIZATION RATES                INTERNAL
                                 ---------------------------------------   RATE OF RETURN
                                         GOING-IN            TERMINAL
                                    LOW         HIGH      LOW        HIGH       LOW        HIGH
                                 ---------   --------- ---------  --------- ----------   -------
<S>                              <C>     <C>   <C>       <C>   <C>  <C>       <C>          <C> 
  CLASS A - VALUE ADDED              8.8%       8.8%      9.0%       9.0%      11.3%        11.3%
- --------------------------------     8.0%       8.0%      9.5%       9.5%      17.0%        17.0%
                                    10.0%      12.0%      8.0%      10.0%      25.0%        25.0%
                                                          8.5%       9.5%      12.0%        14.0%
                                     9.0%      10.0%     10.0%      10.5%      11.0%        13.0%
                                     8.0%       8.5%      8.5%       9.0%      11.0%        12.0%
                                     9.5%       9.5%     10.0%      10.0%      12.0%        12.0%
                                     8.5%       9.0%      9.0%       9.5%      11.0%        12.0%
  Number of Responses                       7                    8                    8
  Mean Average (Low/High)            8.9%       9.6%      8.8%       9.5%      16.3%        16.8%
  Mean Average (Overall, 1998)            9.1%                 9.3%                  14.2%
  Mean Average (Overall, 1997)            8.9%                 9.1%                  11.6%
  Change from Summer 1997        Up 21 Basis Pts     Up 24 Basis Pts      Up 256 Basis Pts
  Median Average                          8.9%                 9.5%                  12.0%
  Mode Average                            8.0%                 9.0%                  12.0%
  Low within Range                   8.0%       8.0%      8.0%       9.0%      11.0%        11.3%
  High within Range                 10.0%      12.0%     10.0%      10.5%      25.0%        25.0%
 
  CLASS B - VALUE ADDED              9.0%       9.0%      9.4%       9.4%      11.5%        11.5%
- --------------------------------     8.0%       8.0%      9.5%       9.5%      20.0%        20.0%
                                    12.0%      14.0%     10.0%      12.0%      30.0%        30.0%
                                     9.0%      10.5%     10.0%      11.0%      12.0%        14.0%
                                     8.5%       9.0%      9.5%      10.0%      11.5%        12.0%
                                    10.5%      10.5%     11.0%      11.0%      13.0%        13.0%
                                     9.0%       9.5%      9.5%      10.0%      11.5%        12.5%
                                                                               15.0%        15.0%
  Number of Responses                       7                     7                     8
  Mean Average (Low/High)            9.5%      10.4%     9.7        10.5%      20.7%        21.3%
  Mean Average (Overall, 1998)            9.8%                 10.1%                 16.4%
  Mean Average (Overall, 1997)            9.3%                  9.4%                 12.3%
  Change from Summer 1997            Up 45 Basis Pts      Up 73 Basis Pts       Up 409 Basis Pts
  Median Average                          9.0%                 10.0%                 13.5%
  Mode Average                            9.0%                  9.5%                 20.0%
  Low within Range                  8.0%       8.0%      9.4%        9.4%      11.5%        12.0%
  High within Rage                 12.0%      14.0%     11.0%       12.0%      30.0%        30.0%
 
- ---------------------------------
  APARTMENTS (OVERALL RESULTS)
- -------------------------------------------------------------------------------------------------
  Number of Responses                      38                    39                   40
  Mean Average (Low/High)            8.7%      9.2%        9.1%      9.6%        12.8%  13.5%
  Mean Average (Overall, 1998)            9.0%                  9.4%                 13.1%
  Mean Average (Overall, 1997)            8.9%                  9.3%                 11.6%
  Change from Summer 1997            Up 8 Basis Pts        Up 11 Basis Pts      Up 153 Basis Pts
  Median Average                          9.0%                  9.5%                 12.0%
  Mode Average                            9.0%                  9.5%                 12.0%
  Low within Range                   7.5%      8.0%        8.0%      8.0%         10.0%  10.5%
  High within Range                 12.0%     14.0%       11.0%     12.0%         30.0%  30.0%



<CAPTION>
                                            GROWTH RATE                TYPICAL
                                 ---------------------------------   PROJECTION
                                      INCOME          EXPENSES      PERIOD (YEARS)
                                    LOW     HIGH     LOW     HIGH    LOW     HIGH
                                 --------- ------ --------- ------ ------- -------
<S>                              <C>       <C>    <C>       <C>    <C>     <C>
  CLASS A - VALUE ADDED              3.0%  3.0%       3.0%  3.0%     5.0    10.0
- --------------------------------     3.0%  3.0%       3.0%  3.0%     5.0     5.0
                                     4.0%  4.0%       4.0%  4.0%     1.0     4.0
                                                      4.0%  4.0%     2.0    10.0
                                     3.0%  3.0%       3.0%  3.0%    10.0    10.0
                                     3.0%  4.0%       2.0%  3.0%     7.0    10.0
                                     2.0%  3.0%       2.0%  3.0%    10.0    10.0
                                     4.0%  5.0%       3.0%  3.0%    10.0    10.0
  Number of Responses                    7                8               8
  Mean Average (Low/High)            3.3%  3.3%       3.5%  3.5%     3.3     7.3
  Mean Average (Overall, 1998)         3.4%             3.1%             7.4
  Mean Average (Overall, 1997)         4.0%             3.1%             8.5
  Change from Summer 1997       Down 64 Basis Pts  Up 3 Basis Pts  Decrease 1.1 Yrs 
  Median Average                       3.0%             3.0%            10.0
  Mode Average                         3.0%             3.0%            10.0
  Low within Range                   2.0%  3.0%       2.0%  3.0%     1.0     4.0
  High within Range                  4.0%  5.0%       4.0%  4.0%    10.0    10.0
 
  CLASS B - VALUE ADDED              3.0%  3.0%       3.0%  3.0%     5.0    10.0
- --------------------------------     3.0%  3.0%       3.0%  3.0%     5.0     5.0
                                     4.0%  4.0%       4.0%  4.0%     1.0     4.0
                                     3.0%  3.0%       3.0%  3.0%    10.0    10.0
                                     3.0%  4.0%       2.0%  3.0%     7.0    10.0
                                     2.0%  3.0%       2.0%  3.0%    10.0    10.0
                                     4.0%  5.0%       3.0%  3.0%    10.0    10.0
 
  Number of Responses                    7                7               7
  Mean Average (Low/High)            3.3%  3.3%       3.3%  3.3%     5.3     7.3
  Mean Average (Overall, 1998)         3.4%             3.0%             7.6
  Mean Average (Overall, 1997)         4.0%             3.1%             8.5
  Change from Summer 1997      Down 64 Basis Pts  Down 10 Basis Pts  Decrease 0.9 Yrs 
  Median Average                       3.0%             3.0%            10.0
  Mode Average                         3.0%             3.0%            10.0
  Low within Range                   2.0%  3.0%       2.0%  3.0%     1.0     4.0
  High within Range                  4.0%  5.0%       4.0%  4.0%    10.0    10.0
 
- ---------------------------------
  APARTMENTS (OVERALL RESULTS)
- -----------------------------------------------------------------------------------
  Number of Responses                    37               39              39
  Mean Average (Low/High)            3.1%  3.4%       3.0%  3.3%     7.9     8.9
  Mean Average (Overall, 1998)          3.3%             3.1%            8.5
  Mean Average (Overall, 1997)          3.6%             3.2%            9.1
  Change from Summer 1997       Down 34 Basis Pts Down 5 Basis Pts Decrease 0.6 Yrs 
  Median Average                        3.0%             3.0%            10.0
  Mode Average                          3.0%             3.0%            10.0
  Low within Range                   2.0%  3.0%       2.0%  3.0%     1.0     4.0
  High within Range                  4.0%  5.0%       4.0%  5.0%    10.0    10.0
</TABLE>


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

Spr98inv                         Page 20 of 21                 7/25/98 12:52 PM

<PAGE>

INVESTOR SURVEY 
Cushman & Wakefield Valuation Advisory Services 
Spring 1998 

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
                                    CAPITALIZATION RATES                                  GROWTH RATE              TYPICAL 
                              ---------------------------------     INTERNAL     -----------------------------   PROJECTION 
                                  GOING-IN         TERMINAL      RATE OF RETURN      INCOME        EXPENSES    PERIOD (YEARS) 
                                LOW     HIGH     LOW     HIGH     LOW     HIGH     LOW    HIGH    LOW    HIGH    LOW    HIGH 
- -----------------------------------------------------------------------------------------------------------------------------
<S>                 <C>
                    "Value Added" denotes properties which require more active management involvement
                      due to leasing issues and/or additional capital investment for physical issues.
</TABLE>


                                 Page 21 of 21
<PAGE>

                                                   QUALIFICATIONS OF APPRAISER
- ------------------------------------------------------------------------------
                                                       ELLEN J. GUNDERSON, MAI

PROFESSIONAL AFFILIATIONS
     Member of the Appraisal Institute (MAI Designation No. 09435)
     California Certified General Real Estate Appraiser - (ID# AG025346)
     Arizona Certified General Real Estate Appraiser - (ID# 30252)

REAL ESTATE EXPERIENCE
     Director, Cushman & Wakefield of California, Inc., Valuation Advisory
     Services, Los Angeles, California, October 1996 to present. Performs
     valuation services for all property types with an emphasis in large scale
     retail developments including regional malls, entertainment/off-price
     regional centers, power and community/neighborhood centers. National
     account manager for Allegis Realty Investors, LLC, for the semi-annual
     valuation of their portfolio assets. Services as one of ten professionals
     nationwide with Cushman & Wakefield's Retail Valuation Group.

     Vice President, Landauer Associates, Inc., 1995-1996 (Los Angeles,
     California). Focused in the valuation of complex, major income producing
     properties. Assignments of all property types in numerous states including
     California, Arizona, Washington, Utah and Texas. Key assignments included
     regional malls, high-rise CBD office buildings, a portfolio of 50 R&D
     properties and a rent re-negotiation for a marina on county-owned land.

     Real Estate Specialist (GS-11), Headquarters U.S. Army in Europe, 1993-1994
     (Heidelberg, Germany). Responsible for the acquisition and disposal of
     real estate for the U.S. Government in Germany. Active in all levels of
     negotiations for recoupment of residual property value of U.S.
     installations being turned over to the German Government due to U.S.
     drawdown in Europe. Performed appraisals and rent analysis in Germany
     and The Netherlands. Special assignment to Warsaw, Poland to negotiate
     housing contracts for U.S. military personnel for NATO's Partnership for
     Peace program.

     Vice President, Dietrich & Hawkins, Ltd., 1987-1993 (formerly Burke Hansen,
     Inc., Arizona). Performed appraisals of every property type throughout
     Arizona, California, New Mexico, Indiana and Oklahoma. Specialized in
     office properties. Assignments also included factory outlet malls, a
     326-000-acre lake-front ranch, foreign trade zones, 4,500 acres of land
     outside San Diego; and numerous portfolio assignments including car
     dealerships, residential subdivisions, 15 mobile home parks in six states,
     and a large portfolio of sand and gravel operations.

EDUCATION
     Bachelor of Science in Real Estate
     Arizona State University, Tempe, Arizona, 1987.

     Appraisal Institute - All courses required for the MAI Designation and
     continuing education. Designated since April 1992.

AFFILIATIONS
     Member, Southern California Chapter, Appraisal Institute
     Member, NNCREW (National Network of Commercial Real Estate Women)


<PAGE>













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



COMPLETE MARKET STUDY
OF REAL PROPERTY

NORTHTOWN MALL
4750 North Division Street
NEC North Division Street and Wellesley Avenue
City of Spokane, Spokane County, Washington


- ------------------------------------------------------------------------------
IN A SELF-CONTAINED REPORT



DATE OF ANALYSIS
As of August 1998






Prepared for:

MORGAN STANLEY MORTGAGE CAPITAL, INC.
1585 Broadway, 37th Floor
New York, New York






Prepared by:

CUSHMAN & WAKEFIELD OF WASHINGTON, INC.
Valuation Advisory Services
700 Fifth Avenue, Suite 2700
Seattle, Washington


<PAGE>


                       [CUSHMAN & WAKEFIELD LETTERHEAD]


August 20, 1998



Mr. Kevin Swartz
Morgan Stanley Mortgage Capital, Inc.
1585 Broadway, 37th Floor
New York, NY  10036

Re:     Complete Market Study of Real Property
        Northtown Mall Shopping Center
        4750 North Division Street
        NEC North Division Street and Wellesley Avenue
        City of Spokane, Spokane County, Washington
        C&W Reference Number 98-33001-9206

Dear Mr. Swartz:

        In fulfillment of our agreement as outlined in the Letter of
Engagement, Cushman & Wakefield of Washington, Inc. is pleased to transmit our
Market Study for the above referenced property. For this assignment, we are
providing a Complete Market Study with the results being conveyed in this
Self-Contained Report.

        As specified in the Letter of Engagement, the attached report provides
an overview of the subject property's marketplace, including regional,
neighborhood, and retail market analyses. The accompanying report includes a
summary of the data, analyses, and findings of the market study.

        In accordance with our agreement, this market study represents a
consulting assignment and does not comprise an appraisal of the property.
Therefore, our report has been prepared in accordance with the Departure
Provision of the Uniform Standards of Professional Appraisal Practice as
promulgated by the Appraisal Foundation.

        The subject of this Market Study is Northtown Mall, a 943,130 +/-
square foot super-regional mall at the northwest quadrant of North Division
Street and Wellesley Avenue in Spokane, Washington. The center was originally
constructed in the 1950's as an open air center, subsequently enclosed in the
mid 1980's, and then expanded and renovated in 1992 to 1993. The property
currently includes 403,200+/- square feet of mall shop space and is anchored by
Sears, Mervyn's, JCPenney, Emporium and The Bon Marche. Total owned gross
leasable area is approximately 702,017+/- square feet, with a current mall
tenant occupancy level of about 72 percent. We have seen five different square
footage calculations and have chosen this one provided by the onsite manager.
The ownership is in the process of adding new tenants at the southwest corner
of the mall. This remodel and addition will include space for a 12-screen
theatre, Barnes & Noble, Old Navy, two restaurants and a 955-stall parking
structure. Planned completion is Summer 1999. Total new tenancies are
approximately 115,000 square feet, though it is unclear how much of this will
be additional GLA.

<PAGE>

Mr. Kevin Swartz
Page Two
August 20, 1998


        The mall is situated on a 34.43+/- acre site located along North
Division Street, approximately three miles north of downtown Spokane and
Interstate 90. Approximately 25.86+/- acres of the site are under mall
ownership.

        This report has been prepared for Morgan Stanley Mortgage Capital, Inc.
("Client"), and it is intended only for the specified use of the Client and its
affiliates. It may not be distributed to or relied upon by other persons or
entities without written permission of Cushman & Wakefield, Inc.

        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 Mortgage Capital, Inc.,
Commercial Pass-Through Certificates (which we under is a type of
"Securitization" defined as an offering of debt securities that, as applicable,
are registered with the Securities Exchange Commission pursuant to the
Securities Act of 1933, as amended (the "Act") or are privately placed pursuant
to an exemption from the Act, in which the property appraised is part of a pool
of properties owned by various non-affiliated owners collateralizing such
offering) of our appraisal with respect to the property listed on the attached
annex, and we consent to the reference to our firm under the caption "Experts"
in such Prospectus Supplement.

        The report may be relied upon by Morgan Stanley Mortgage Capital, Inc.
and its successors for any internal analysis and underwriting involving the
subject asset but may not be used for other purposes without written
permission.

        Kenneth A. Barnes, MAI inspected the property and prepared the report.

        Based upon the total analysis herein, subject to the assumptions,
limiting conditions, certifications, and definitions, as of August 1998, the
subject property currently reflects rent and expense levels consistent with the
market.


Respectfully submitted,
CUSHMAN & WAKEFIELD OF WASHINGTON, INC.

/s/ Kenneth A. Barnes
- ----------------------------
Kenneth A. Barnes, MAI
Director
Valuation Advisory Services
WA State Cert. #BARNEKA40203

KB:bs

<PAGE>

                                       SUMMARY OF SALIENT FACTS AND CONCLUSIONS
- -------------------------------------------------------------------------------
PROPERTY NAME:                           Northtown Mall

PROPERTY TYPE:                           Super-Regional Mall

LOCATION:                                The subject site is in the northwest
                                         quadrant of North Division Street and
                                         Wellesley Avenue, City of Spokane,
                                         Spokane County, Washington. Spokane is
                                         the largest city in eastern Washington
                                         and comprises the Spokane PMSA. The
                                         property address is 4750 North
                                         Division Street.

TAX ASSESSOR'S I.D. NUMBER:              36323.0008, -.0009, -.0011 to -.0013,
                                         -.0016 to -.0026

DATE OF ANALYSIS:                        August 1998

DATE OF INSPECTION:                      August 12, 1998

PROPERTY OWNERSHIP:                      JP Realty Inc.

PROPERTY MANAGEMENT:                     JP Realty, Inc.

TOTAL LAND AREA:                         25.86+/- acres

LAND-TO-BUILDING RATIO:                  1.23:1, excluding garage area

SITE COVERAGE:                           41 percent, excluding garage footprint

PARKING/RATIO:                           4,088+/-spaces (4.3+/-stalls per 1,000
                                         SF of GLA)

ZONING:                                  B-2, Community Business Zone

IMPROVEMENTS
       Description:                      The subject of this assignment is the
                                         Northtown Mall Shopping Center, an
                                         enclosed, two-level with arcade
                                         943,130+/-square foot super-regional
                                         mall anchored by Sears, JCPenney,
                                         Mervyn's, Emporium and The Bon Marche.
                                         An addition is planned which will add
                                         a 12-screen theatre, two restaurants,
                                         Barnes & Noble and Old Navy, plus a
                                         955-stall parking garage.

       Year Built:                       1955

       Year(s) Renovated/Expanded:       1985+/-, 1992-93

       Construction:                     Structural steel frame with masonry
                                         walls and a rubber membrane roof.
                                         Common areas are generally covered
                                         with ceramic tile flooring and
                                         sheetrock walls. Overall, the property
                                         has an updated, modern appearance.
- -------------------------------------------------------------------------------

<PAGE>

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

<TABLE>
<CAPTION>

       Condition:                        Good
<S>                                     <C>
                                         =============================================================
GROSS LEASABLE AREA:                              COMPONENTS                GLA          ALLOCATION
                                         =============================================================
                                         Anchor Tenants
                                            Sears *:                       160,479+/-SF         17.02%
                                            JCPenney:                      140,868+/-SF         14.94%
                                            Mervyn's *:                     80,634+/-SF          8.55%
                                            Emporium:                       68,742+/-SF          7.29%
                                            The Bon Marche:                 89,207+/-SF          9.46%
                                         =============================================================
                                         TOTAL ANCHORS:                    539,930+/-SF         57.25%
                                         =============================================================
                                            Mall Shop Tenants              403,200+/-SF         42.75%
                                         =============================================================
                                         TOTAL GLA:                        943,130+/-SF         100.0%
                                         =============================================================
                                         TOTAL OWNED GLA:                  702,017+/-SF            --
                                         =============================================================
                                         *  Separately owned.
                                         =============================================================

                                          Note:  We have seen five different square footage
                                          calculations and have chosen the one provided by the
                                          onsite manager.
CURRENT OCCUPANCY
       Overall Occupancy:                 88 percent  (based upon total GLA)
       Mall Shop Occupancy:               72 percent (based upon mall shop GLA) *

CURRENT RENTAL RATES:                     Generally $18 to $50 per square foot.

                                          * Current rental rates at the mall are consistent 
                                          with market rent levels.

CURRENT EXPENSES:                         Tenants reimburse $10.27 per square foot, CAM plus taxes.

                                          * Current expense rates at the mall are consistent 
                                          with market expense levels.
</TABLE>

SPECIAL ASSUMPTIONS AFFECTING MARKET STUDY:

        The following special assumptions have been considered for the analysis
at hand and are in addition to our assumptions and limiting conditions
following the report:

         o     Throughout this analysis we have relied on information provided
               by current ownership, management, and the Client which we assume
               to be accurate. Such information may include but is not limited
               to: site and building area measurements, capital improvement
               budgets, tenant sales reports, operating easement agreements,
               rent roll, historical operating statements, and budgeted
               operating data. Should any information received be subsequently
               shown to be erroneous or incorrect, we reserve the right to
               amend the analysis herein.

         o     We have made a visual inspection of the subject property and
               local environs in the process of this analysis. Our comments are
               limited to those items which were readily observable and
               apparent to such an inspection. Comments 

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

<PAGE>

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

               regarding the structural integrity of improvements are beyond
               the scope of our engagement and are best made by a professional
               engineer.

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


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

<PAGE>

                                                PHOTOGRAPHS OF SUBJECT PROPERTY
- -------------------------------------------------------------------------------






                                   [PICTURE]








                              Exterior of subject









                                   [PICTURE]












                              Interior of subject







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

<PAGE>

                                                     PHOTOGRAPHS OF COMPETITION
- -------------------------------------------------------------------------------





         

                                   [PICTURE]








                              Spokane Valley Mall











                                   [PICTURE]













                               Northpointe Plaza



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

<PAGE>

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

                                                                       PAGE

INTRODUCTION.........................................................    1
     Identification of Property......................................    1
     Property Ownership and Recent History...........................    1
     Legal Description...............................................    1
     Purpose and Intended Use of the Market Study....................    1
     Date of Market Study and Property Inspection....................    1
     Definitions and Other Pertinent Terms...........................    1
     Extent of the Market Study Process..............................    2
     Competency Provision............................................    2

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

NEIGHBORHOOD ANALYSIS................................................   14

COMPETITIVE MARKET ANALYSIS..........................................   16
     Market Overview/Market Supply/Market Demand.....................   17
     Competition/Retail Structure....................................   18
     Trade Area Definition/Demographic Trends........................   25
     Market Rent Analysis............................................   34
     Operating Expense Analysis......................................   38
     Investment Market For Regional Malls/Comparable Sales...........   42
     Summary/Observations/Marketability Conclusions..................   59

CONSULTING ASSUMPTIONS AND LIMITING CONDITIONS.......................   63

CERTIFICATION........................................................   65

ADDENDA


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

<PAGE>

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

IDENTIFICATION OF PROPERTY

        The subject of this market study is the Northtown Mall, a two-level and
partially three-level, enclosed super-regional mall located at the northeast
quadrant of North Division Street and Wellesley Avenue, City of Spokane,
Spokane County, Washington. The property contains approximately 943,130+/-
square feet of total gross leasable area and is currently anchored by Sears,
JCPenney, Mervyn's, Emporium and The Bon Marche. An expansion/remodel is
planned which will add a 12-screen theatre, two restaurants, Barnes & Noble,
Old Navy, and a 955-stall parking garage. At this writing, total owned GLA
(702,017+/- square feet) includes three anchors, mall shop, food court, and
kiosk tenants, with an overall occupancy (including non-owned anchors) of about
88 percent.

        The total subject site contains approximately 25.86+/- acres which
includes anchor pad sites, surface parking areas, landscaping, roadways, mall
structures, and other site improvements. The mall site size is 34.43 acres
including the Sears and Mervyn's unowned anchor pads. Spokane is the major city
in eastern Washington.

PROPERTY OWNERSHIP AND RECENT HISTORY

        The subject property is currently in title to JP Realty, Inc. who
reportedly purchased the mall in August 1998 for $128 million. The subject was
constructed in the mid 1950's as an open air center. It was enclosed in the mid
1980's. Sabey Corporation purchased the subject in November 1988 for
$25,000,000 including assumption of debt. Subsequently Sabey Corporation, Sears
and Mervyn's executed a series of transactions to move Sears to a new owned
location in the development and allow redevelopment of the site including
Mervyn's purchase of their site. The mall has undergone several tenant changes
and a continued upgrade in its merchandising over the past few years.

        There are a number of tenant leases and anchor operating easement
agreements and covenants in-place that provide for a retail use of the
property.

LEGAL DESCRIPTION

        We have not been provided with a complete metes and bounds description
of the subject property.

PURPOSE AND INTENDED USE OF THE MARKET STUDY

        The purpose of this market study is to provide an independent analysis
of the subject asset and current market conditions as of August 1998. The
function of this market study is to assist the Client with their internal
analysis of the asset.

DATE OF MARKET STUDY AND PROPERTY INSPECTION

        Our market study analysis date is August 1998. Kenneth A. Barnes, MAI
inspected the property and its environs on August 12, 1998. All of the
analysis, forecasts, and data contained in this report are based on conditions
prevailing as of August 1998.

DEFINITIONS AND OTHER PERTINENT TERMS

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

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                                      -1-

<PAGE>

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

        MARKET RENT

        The rental income that a property would most probably command on the
        open market, indicated by the current rents paid and asked for
        comparable space as of the date of appraisal.

EXTENT OF THE MARKET STUDY PROCESS

        In the process of preparing this appraisal, we:

        o      Inspected the subject property and its surrounding environs;

        o      Reviewed leasing policy, concessions, tenant build-out
               allowances, and recently negotiated rental rates, as well as
               operating statements and a budget of income and expenses;

        o      Reviewed rent roll, tenant sales, and operating statements for
               the property;

        o      Conducted market research of occupancy rates, asking rents,
               concessions, and operating expenses at competing properties;

        o      Conducted market inquiries into recent sales of similar retail
               centers to ascertain sale prices per square foot, capitalization
               rates, and other investment parameters;

        o      Determined a trade area and developed trade area specific data
               for the property based upon our analysis of the market area;

        o      Developed conclusions as to whether current rental rates and
               expense levels are consistent with the market;

        o      Prepared a complete market study of the subject property with
               the results conveyed in this self-contained narrative report in
               accordance with the Departure Provision of the Uniform Standards
               of Professional Appraisal Practice maintained by the Appraisal
               Foundation.

COMPETENCY PROVISION

        We are aware of the competency provision of the Uniform Standards of
Professional Appraisal Practice (USPAP). The authors of this report meet these
standards. Kenneth A. Barnes, MAI researched and analyzed pertinent market
information, and wrote the market study report. Mr. Barnes has extensive real
estate experience with retail properties nationally.

        It is our opinion that we are fully competent to perform this
assignment due to the fact that:

        1.     We have full knowledge and experience in the nature of this 
               assignment;

        2.     All necessary and appropriate steps have been taken in order to
               complete the assignment competently; and

        3.     We do not lack any knowledge or experience that would prohibit
               this assignment to be completed in a professional, competent
               manner, or where a biased or misleading opinion would be
               rendered.

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                                                              REGIONAL ANALYSIS
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INTRODUCTION

        The short- and long-term value of real estate is influenced by a
variety of factors and forces that interact within a given region. Regional
analysis serves to identify those forces that affect property value and the
role they play within the region. The four primary forces that influence real
property value include environmental characteristics, governmental forces,
social factors, and economic trends. These forces determine the supply and
demand for real property which, in turn, affect market value.

=================================
A. ENVIRONMENTAL CHARACTERISTICS
=================================

        The primary environmental forces, which influence the region, include
physical location, geography, and infrastructure. These characteristics provide
a basis for the region's stability and describe the area's overall locational
bearing. Both natural and man-made environmental forces influence real property
values and are best understood in relation to the subject property's location.

GENERAL OVERVIEW

        The subject is located in Spokane, Washington. Spokane is located in
the extreme eastern side of the state in the center of a region covering parts
of four states that is commonly known as the Inland Empire. Spokane, the
largest city in Spokane County, is located in the center of the county and is
also the county seat. Spokane is located 276 miles east of Seattle, 18 miles
west of the Idaho border, and 110 miles south of the Canadian border.

        Spokane is situated at the base of the west slope of the Rocky
Mountains at an altitude of 2,000 feet. The Spokane River runs through the
center of the city, and the community is surrounded by wheat farms and ranch
lands to the south and west, and timber and recreational lands to the east and
north. Also considered to be part of Spokane is the Spokane Valley, a
developing, unincorporated area that stretches from the eastern city limits
almost to the Idaho border to the east. Spokane Valley is a growing area of
residential, commercial and industrial uses. The subject is located within
Spokane Valley.

        The subject is on the east side of North Division Street, between
Wellesley and Queen Avenues about three miles north of downtown Spokane.

DEVELOPMENT PATTERNS

        Due to the general built-up nature of Spokane and the presence of farm
land to the north and south of the area, recent development has spread to the
west, towards the Spokane International Airport and east in the general
direction of Coeur D'Alene, Idaho. This new development has included
industrial, residential, and retail-related properties.

TRANSPORTATION

        Spokane is well served by an integrated highway system and
infrastructure. Spokane is the transportation center of the Inland Empire.
Interstate 90, which runs through the center of the MSA, provides a highway
route as far west as Seattle to as far east as Wisconsin.

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                                      -4-

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                                                              REGIONAL ANALYSIS
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        HIGHWAYS & INTERSTATES

        Interstate 90, which traverses the northern United States, is the major
east/west route through Spokane, traveling west from Washington, through
Montana, Wyoming, South Dakota, and into Minnesota and Wisconsin. U.S. Highways
2 and 395 provide access to point's north, and U.S. Highway 195 to points
south. A number of State and local routes serve Spokane, combining to provide
an efficient highway network that serves the metropolitan area.

        AIR SERVICE

        Spokane International Airport services the MSA, which is located west
of the city. Five major airlines and three smaller regional airlines and six
smaller general aviation facilities serve Spokane International Airport. Felts
Field, on the east side of the city, provides facilities for private aircraft.

        OTHER SERVICES

        The MSA is also serviced by two major railroads, which offer both
passenger and freight service to all 48 contiguous states. Other nodes of
transportation include 12 regular route motor carriers, as well as intra- and
inter-city bus service.

================================
B. GOVERNMENTAL CHARACTERISTICS
================================

        Governmental influences on the region impact property values via
political and legal actions at all levels. The legal climate at a particular
time or in a particular place may overshadow the natural market forces of
supply and demand. Government provides many necessary facilities and services
that affect land use patterns, including public utilities, refuse collection,
transportation networks, zoning codes, and fiscal policies.

TAX STRUCTURE

        The State of Washington carries a 6.50 percent general sales tax.
Spokane County carries an additional 1.50 percent sales tax. Property taxes are
levied based upon a millage rate per $1,000 of assessed value. Spokane's real
estate tax rate is reasonable compared to others in Washington and low compared
to similar cities nationally.

SERVICES & UTILITIES

        Washington Water Power is the largest public utility in eastern
Washington, supplying electricity and natural gas throughout Spokane and
Spokane County; sewer is provided by the Spokane County Utilities, US West
provides telephone service, and water is provided by the Consolidated
Irrigation District. Rates are reported to be among the lowest in the country.

DEVELOPMENT ISSUES

        Spokane has various economic incentives for new business and industry.
Among these incentives are tax credits, job tax credits, financial assistance
grants, phased-in property tax programs, training programs, project financing,
and the area's already low tax burden.

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                                      -5-

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

BOND RATING

        Moody's Bond Record rates the State of Washington bond rating as 'AA'
relative to investment qualities. 'AA' bonds are judged to be one of the best
quality and carry one of the smallest degrees of investment risk.
Spokane and Spokane County also carry a bond rating of 'AA'.

=================                        
C. SOCIAL FORCES
=================                           

        Real estate values can be influenced to a large degree by social issues
impacting the region, including population trends, income levels, the profile
of workers in the area, and other quality of life issues. The demographic
composition of the population reveals the potential, basic demand for real
estate services.

POPULATION

        The population and its geographic distribution are basic determinants
of the need for real estate. Aggregate population growth is distributed among
regions in response to changing economic opportunities, while the demand for
real estate is created by a population's demand for the goods and services to
be produced or distributed within the region. Thus, population and demographic
trends can influence the demand for services provided by property, thereby
affecting property value.

        Population has grown at a relatively healthy pace in Spokane over the
past decade, showing increases of 0.6 percent per year from 1980 to 1990, and
1.8 percent annual growth from 1990 to 1995. By comparison, Washington has
experienced population growth of 2.0 percent per year over the last five years,
while the U.S. reports population growth of about 1.1 percent per year for the
same period. Estimates for 1998 place population at 412,700+/-, an aggregate
increase of 13.9 percent over 1990. Through 2005, population growth is
forecasted to be 0.96 percent per year, lower than the rate of growth projected
for the state as a whole.

HOUSEHOLDS

        Household formation is an important component of demographic analysis
that helps to identify changing patterns or shifts within the population. A
household consists of all people occupying a single housing unit, thus
providing significant sociological information about the region. Household
formation also has a significant influence on demand for real estate.
Households, combined with effective purchasing power, provide the basic demand
for housing units and household needs, thereby transforming needs into
effective demand for real estate improvements.

        Like the nation as a whole, household formation has occurred at a rate
in excess of population growth within the subject region. This acceleration has
been the result of several trends, namely the fact that the population is
generally living longer, divorce rates have been on the rise, and many younger
professionals are postponing marriage and/or leaving home at an earlier age,
all resulting in increases of one- and two-person households. The total number
of households in Spokane has increased from 129,220+/- in 1980 to 165,109+/- in
1998, a compound annual increase of about 1.4 percent per year. Accordingly,
the number of persons per household within the MSA has decreased from 2.58 in
1980 to 2.5 in 1998.

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                                      -6-

<PAGE>


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

        Projections  through 2003 show household  growth at 1.5 percent per 
year, slightly  higher than population growth forecasts.

INCOME

        Income levels, either on a per capita, per family, or per household
basis, indicate the economic level of residents within the region and form an
important component of economic analysis. Average income has a direct impact on
the ability of residents to satisfy material desires for goods and services,
directly affecting the demand and price levels of real estate.

        Average income levels within the subject region are in-line with state
and national figures. On a per capita basis, Spokane has an average income of
$18,883 for 1998, about 12 percent lower than the state level of $21,467 and
6.2 percent lower than national statistics. Income growth has generally kept
pace with state and national trends, experiencing annual growth of roughly 0.7
percent per year (1980-90); 1.2 percent per year from 1990 to 1995 (adjusted
for inflation). Income projections show per capita income growth of 1.0 percent
per year for Spokane. Equifax is projecting income growth of 4.6 through the
year 2001 while WEFA is projecting a growth rate of 2.3 percent per year
through 2005. The consensus forecast is for growth of 3 percent per year.

        The MSA's strong employment growth and expansion of jobs in service
field accounts for the low income levels of the area. Spokane's relatively low
level of per capita income reflects a youthful age structure, as well as an
industry mix that pays lower wages. Because of the low cost of living, however,
the effective disposable income of residents--adjusted for tax payments,
contributions to pension funds, and the cost of new housing--ranks much higher.
Sales & Marketing Management places median household effective buying income at
$31,259 for Spokane as of 1997, lower than the state average of $37,351.

===================                  
D. ECONOMIC TRENDS
===================                   

        Economic forces are significant to real property value. The fundamental
relationships between current and anticipated supply and demand and the
economic ability of the population to satisfy its wants, needs, and demands
through purchasing power are tantamount to such an analysis. Some of the
specific market characteristics considered in economic analysis include
employment trends, the economic base of the region, expansion and new
development, and the overall economic health of the region.

OVERVIEW

        The Spokane metropolitan area is the largest urban area between Seattle
and Minneapolis-St. Paul. Spokane serves a trade area of 12 counties and a
population of over 600,000 people. Its economic support has always been
diversified, but has historically been closely related to the resource-based
industries of timber, mining and agriculture. Due to the degree the Spokane
economy has traditionally been related to these resource-based industries, when
the rest of the state and nation began to recover from the national recession
of the early 1980's, Spokane's economy went flat. Due to fundamental changes in
the regional and national economy, resource-based industries may never again
see the level of productivity they experienced in the past. As it became
obvious that Spokane's economy was not going to

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                                      -7-

<PAGE>

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

robustly recover from the national recession, the city's collective economic 
attitude went flat also.

        In response to the stagnant economy in the Spokane area, local business
and community leaders created a non-profit economic development organization,
Momentum, in 1987. Momentum's goal was to diversify Spokane's economy so that
it would be less dependent upon the resource-based industries and would become
more service oriented. Initially, Momentum won support of 650 business
investors who were asked to contribute $5,000 to further Momentum's goals. The
initial investment produced by these business leaders was $5,800,000, which
proved to Momentum's leaders the renewal movement was on the right track.
Between 1987 and the end of 1990, 33 new businesses had moved into the Spokane
market area and 11,500 new jobs had been created.

        Noteworthy companies moving into the Spokane market area over the last
few years include Boeing Company, Seafirst Bank Credit Card Services, Pitney
Bowes, Guardian Life Insurance, Hewlett-Packard and Medco Containment Services.
Although several of these firms are still in the initial stages of growth, the
commitment to the still affordable Spokane area could reflect positive economic
benefits beyond those initially forecasted.

        Non-manufacturing employment, especially in the service and trade
sectors, continues to grow at the most rapid pace in Spokane County.
Manufacturing employment has held steady for the past ten years. Spokane is a
strong service-oriented community, with nearly 80 percent of the area's jobs
located in the non-manufacturing and non-agricultural sectors. While
non-agricultural employment continues to increase most rapidly in the Spokane
area, there are several manufacturers that have, or will have, a significant
impact on Spokane's economy. Kaiser Aluminum & Chemical Corporation is the
largest manufacturing concern in the Spokane area. This corporation operates
the largest aluminum rolling mill west of the Mississippi, along with a large
aluminum reduction plant. Kaiser is currently upgrading both these plants to
make them more energy efficient and, therefore, more profitable over the
long-term.

        While Boeing Company's manufacturing plant in the far west side of the
Spokane metropolitan area (Airway Heights) currently is not near the top of the
list of the region's largest manufacturing employers, Boeing's move into the
Spokane market area produced a significant level of excitement and optimism.
Their 200,000-square foot plant was completed in September 1990 and started
with an initial staff of 325 people. A 108,000-square foot addition to the
plant was completed in June 1993 and the currently employment is approximately
459. Combined with Boeing's dissatisfaction at objections to their expansion
plans in the Puget Sound region, Boeing's commitment to the Spokane area
appears to be long term.

EMPLOYMENT DISTRIBUTION

        The largest sectors of non-agricultural employment in the Spokane MSA
include Services, Wholesale/Retail Trade, Government, and Manufacturing.
Services accounts for 31.9 percent of non-farm employment, growing at an annual
rate of about 3.5 percent per year over the last five years. Wholesale/Retail
Trade accounts for 24.6 percent of non-agricultural employment, remaining
fairly stable/unchanged since 1990, but growing by nearly 1.0 percent per annum
since 1980. Government and Manufacturing round out the top sectors of
employment, accounting for approximately 14.8 percent and 9.9 percent of
non-farm employment, respectively.
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                                      -8-

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                                                              REGIONAL ANALYSIS
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MAJOR EMPLOYERS

        The Top 10 employers in the Spokane area are shown on the following
chart:

===============================================================================
                            TOP 10 SPOKANE EMPLOYERS
===============================================================================
        EMPLOYER                        PRODUCT/SERVICE          NO. EMPLOYEES
===============================================================================
State of Washington                        Government                6,914
- -------------------------------------------------------------------------------
Fairchild Air Force Base                 Military Base               5,527
- -------------------------------------------------------------------------------
U.S. Federal Government                    Government                4,289
- -------------------------------------------------------------------------------
Sacred Heart Hospital                Health Care Services            3,887
- -------------------------------------------------------------------------------
School District #81                         Education                3,315
- -------------------------------------------------------------------------------
Kaiser Aluminum & Chemical Corp.       Aluminum Products             2,897
- -------------------------------------------------------------------------------
Community Colleges of Spokane               Education                2,597
- -------------------------------------------------------------------------------
Eastern Washington University               Education                2,355
- -------------------------------------------------------------------------------
City of Spokane                             Government               2,168
- -------------------------------------------------------------------------------
Spokane County                              Government               1,642
===============================================================================
Source:  Spokane Area Economic Development Council
===============================================================================

        As displayed by the chart, government and education are major
contributors to the local economy. Due to the cost and availability of
industrial related land in the area, new companies such as Packet Engines,
Inc., Machine Tech USA, Egghead Software, Sprint Telecommunications Venture,
Yamana Resources, Maviga N.A., GSI Outdoors, Northwest Sign Supply, and Inland
Northwest Metallurgical Services have moved into the area within the last year.
Also, due to an increase in demand, such companies as Hewlett-Packard, Itron,
Inc., and ASC Machine Tools, Inc. have recently expanded their operations.

        It is noted that Fairchild Airforce Base is a tier one military
installation that will not experience any reduction in personnel for the next
ten years. By the year 2010, the base will be reevaluated as to its viability.

UNEMPLOYMENT RATES

        Unemployment rates in the Spokane MSA have historically been comparable
to state and national figures. As of February 1998, the unadjusted unemployment
rate for Spokane was 5.2 percent, lower than year-ago levels and just above the
state unemployment rate of 5.1 percent. Mirroring national trends, unemployment
peaked in 1993 at 8.4 percent, followed by a declining trend through 1997.

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                                                              REGIONAL ANALYSIS
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===============================================================================
                          HISTORIC UNEMPLOYMENT RATES
===============================================================================
      YEAR            SPOKANE MSA           WASHINGTON          UNITED STATES
===============================================================================
      1998                5.2%                 5.1%                 5.0%
      1997                3.8%                 4.1%                 4.4%
      1997                3.8%                 4.1%                 4.4%
      1996                5.0%                 5.8%                 5.0%
      1995                6.5%                 6.9%                 5.6%
      1994                6.6%                 6.4%                 6.1%
      1993                8.4%                 7.5%                 6.8%
      1992                8.3%                 7.5%                 7.4%
      1991                7.0%                 6.3%                 6.7%
      1990                6.9%                 4.9%                 5.5%
===============================================================================
Source: Employment & Earnings; Bureau of Labor Statistics
===============================================================================

        Although it is too soon to know what the 1998 annual adjusted rates
will be, it appears that unemployment declines have leveled off within the MSA
and taken an uptick for the state as a whole.

EMPLOYMENT GROWTH

        Over the past five years, it is clear that employment growth in Spokane
has moderated over the growth experienced between 1980 and 1990. Total non-farm
employment grew at a compound annual rate of 2.0 percent per year from 1980 to
1990, increasing to an annual rate of 2.2 percent from 1990 to 1995.
Manufacturing and Services have led employment growth, followed by
Transportation, Communications and Public Utilities. Farm and Agricultural
Service employment has remained relatively stable, while the Government base
has generally declined.

        The WEFA Group projects an increase in non-farm employment growth over
the next five years, with an annual rate of forecasted at 1.6 percent per year.

RETAIL SALES

        Another measure of the economic health of a region is retail sales
patterns. Consumers drive the economy by creating demand for goods and services
and, in turn, generate the need for housing, office space, retail centers, and
warehouse/distribution facilities. It is estimated that consumer spending
accounts for two-thirds of all economic activity in the United Sates today. As
such, retail sales patterns have become an important indicator of the economic
health of a region.

        Retail sales growth has been relatively strong in Spokane over the past
ten years. Since 1985, total retail sales have grown at a compound annual rate
of 2.9 percent, lower than statewide growth of 3.8 percent. From 1990-97, sales
growth has tracked at 4.1 percent per annum for the MSA, with Washington
showing annual growth of 4.2 percent per year. The years 1993 to 1997 exhibited
a clear increase in sales growth for Spokane of 4.6 percent per annum.

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                                     -10-

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                                                              REGIONAL ANALYSIS
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=========================
E. CRITICAL OBSERVATIONS
=========================

        The following bullet points summarize some of our general observations
relating to the subject's region:

        o      The region's economy is relatively diverse. There is no one
               sector of employment that truly dominates the economic base.
               However, Spokane's dependence on service related businesses
               makes it susceptible to national economic trends. Economic
               volatility is mitigated to a certain extent by the higher
               concentration of government employment.

        o      LOCATION provides the basis for distribution employment in
               Spokane, along with related service sector jobs. Lower costs of
               living, a strong labor force, excellent nodes of transportation,
               and other quality of life characteristics are necessary
               attractions for new companies locating to the region. Location
               is an important advantage for firms that serve national markets
               and wish to minimize distribution costs.

        o      EMPLOYMENT growth is forecasted to increase at a compound annual
               rate of about 1.6 percent per year until the year 2000.

        o      POPULATION should continue to increase at an annual rate of 0.96
               percent per year.

        o      INCOME levels are projected to increase at an annual rate of
               about 1 percent per year above inflation for the MSA through
               2000. RETAIL SALES projections are forecasted to grow by 4.1
               percent per year above inflation over the next five years.

        o      The MSA's demographic profile has many implications for its
               consumer and economic base. The high proportion of young people
               makes the basic apparel and consumer-electronics markets more
               attractive than other areas of the nation.

        o      The MSA's location and relatively strong income and population
               growth have created an emerging retail market, with a young and
               diverse population. Its consumer markets are imperiled, however,
               by the risk of national economic slowdowns, which weaken demand
               for primary distribution activities.

CONCLUSION

        The short- and long-term outlook for Spokane and its surrounding region
is for relative stability, with moderate growth in population, and better
growth projected for income levels and retail sales. Employment is projected to
increase. The economy is well-diversified, with a low cost of living, strong
labor force, and excellent transportation system. On balance, we are relatively
optimistic about the short-term outlook of the subject region. Long-term, the
region should see stability and moderate-good growth.

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                                     -11-

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

         All of the above mentioned factors are considered positive trends for
the real estate market in general, as well as the office real estate market for
properties such as the subject. In summary, the Spokane region is a positive
influence on the subject property and should continue to have such an effect
into the foreseeable future.











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                                                          NEIGHBORHOOD ANALYSIS
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OVERVIEW

        A neighborhood is defined as a grouping of complimentary land uses
affected by similar operations of the social, economic, governmental, and
environmental forces that influence property value. The area most closely
surrounding the subject, whether it contains residential property, or a mixture
of commercial and residential properties, is called a neighborhood.

GENERAL

        The subject property is situated on the east side of North Division
Street, also known as US Route 2. US Route 2 is an alternate route to
Interstate 90 from Seattle through the northern plains states. North Division
Street branches off from Interstate 90 in downtown Spokane and travels north
through Spokane until it heads northeast and becomes the Newport Highway. North
Division Street is the major commercial arterial in the neighborhood and has
historically been one of the major commercial areas of Spokane. Northtown Mall
is afforded a highly visible location adjacent to a number of local area
businesses, highway exposure, surrounding residential areas, and peripheral
retail and commercial development. The subject's neighborhood can generally be
defined as being bounded to the north by Magnesium Road to the south by
downtown Spokane, to the east by Market Street, and to the west by the Spokane
River.

TRANSPORTATION/ACCESS/LINKAGE

        Primary north/south access to the neighborhood is gained via North
Division Street, also known as US Route 2. North Division Street, a six-lane,
two-direction arterial with right and left turn pockets, interchanges with
Interstate 90 in downtown Spokane, approximately three miles south of the
subject. Primary east/west access is provided by Wellesley Avenue, a generally
two-lane, two-way neighborhood arterial. While access and infrastructure are
considered to be good, local arterials tend to be prone to congestion during
high traffic hours. This has the effect of discouraging certain residents from
coming to the area for shopping. However, superior merchandising at the subject
center, as well as convenient and adequate parking, draw customers and help to
mitigate the negative influences of congestion.

SURROUNDING LAND USE PATTERNS

        The subject neighborhood can generally be described as the historic and
primary commercial hub for the Spokane market. North Division Street is
entirely commercially developed, while the surrounding areas are nearly 100
percent residential with supporting community uses such as parks and schools.
Development along North Division Street ranges from car dealerships to offices
to restaurants and a wide variety of retail and service establishments. Most of
the commercial improvements in the area were developed in the 1920s to 1950s,
with more recent construction being significant remodels or redevelopment. As a
result, there is very little collateral development of retail near the subject
mall. The big box retailers present near most new malls is not immediately
present near the subject. Instead, retailers such as Costco, Eagle Hardware,
Office Depot, KMart, Toys R Us, Circuit City, Big 5 Sports and Home Depot have
found their own redevelopment or infill sites elsewhere along North Division
Street.

        There is only one other retail development in the neighborhood that is
not strip retail. Franklin Park Mall is a community center built in 1979
containing approximately 286,954+/- square feet, anchored by Montgomery Wards,
Ross, Country Buffet, Rite Aid and Outback 

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                                     -14-

<PAGE>

                                                          NEIGHBORHOOD ANALYSIS
- -------------------------------------------------------------------------------

Steakhouse. Rental rates range from $12 to $16 per square foot, triple net.
This older center has not maintained its competitiveness due to its anchor and
the trend away from shoppers patronizing older and smaller enclosed malls
without significant market power.

DEVELOPMENT ACTIVITY

        To the best of our knowledge, there is no significant development
planned or under construction within the subject neighborhood. A large site
approximately two miles north of the subject along North Division Street is in
the process of being filled and graded. This has been occurring for a number of
years as the site was far below grade. No plans have been announced for
development upon completion. The site could host a big box retailer such as
WalMart, though its current access is somewhat limited due to lack of
signalization at the property.

NEIGHBORHOOD DEMOGRAPHIC TRENDS

        Population trends within a 3.0-mile radius of the subject site have
shown very little growth in recent years. Population was stable from 1980 to
1990, with 1998 estimated population showing a 0.4 percent growth annually
since 1990. This slow growth rate is anticipated to continue over the next five
years. The 1998 Equifax NDS population estimate within a 3.0-mile radius of the
subject totals 116,570 people, relatively dense by comparison to other parts of
the region. The number of households within a 3.0-mile radius of the subject
site is currently estimated at 49,953. Household formation is projected to
increase at an annual rate of 0.7 percent per year over the next five years.
Income levels are generally lower than the region as a whole, with average
household income currently estimated at $33,586, slightly lower than $46,358
for Spokane County as a whole. Within a 5.0-mile radius of the site, average
household income is reflected higher at $39,308.

SUMMARY

        On balance, the outlook for the subject neighborhood is generally
positive. The local economy is diverse and continues to expand, while local
demographic trends continue to be stable. While level in recent years,
population and household trends are expected to show slow growth into the
foreseeable future. This bodes well for the subject neighborhood inasmuch as it
is positioned to capture a substantial amount of consumer expenditures from
areas within the neighborhood. The subject's location is benefited by good
local and regional accessibility. Overall, we are optimistic about the
subject's neighborhood in terms of near-term growth and relative stability.
Over the long-term, we believe the prospect for net appreciation in real estate
remains moderate-good.

- -------------------------------------------------------------------------------
                                     -15-

<PAGE>

                                                    COMPETITIVE MARKET ANALYSIS
- -------------------------------------------------------------------------------

TRADE AREA OVERVIEW

        A retail center's trade area contains people who are likely to
patronize that particular development. These customers are drawn by a given
class of goods and services, as well as convenience. In the case of traditional
regional shopping malls, the existence of anchor department stores can have
important influence on customer draw, providing greater exposure and access to
trade area population. In fact, a traditional mall's fundamental drawing power
comes from the strength of its anchor tenants, as well as the national,
regional, and local tenants which compliment and support the anchors. A
successful combination of these elements creates a destination for customers
seeking a variety of goods and services, while enjoying the comfort and
convenience of an integrated shopping environment.

        The subject can best be described as a super-regional shopping center:

        A SUPER REGIONAL center provides for extensive variety in general
        merchandise, apparel, furniture, and home furnishings, as well as a
        variety of services and recreational facilities. It is built around
        three or more full-line department stores of generally not less than
        100,000 square feet each. In theory, the typical size of a super
        regional center is about 1,000,000 square feet of gross leasable area.
        In practice, the size ranges from about 600,000 to more than 1,500,000
        square feet(1).


        In order to define and analyze the market potential for the subject
property, it is important to first establish the boundaries of the trade area
from which the subject draws its customers. In some cases, defining the trade
area may be complicated by the existence of other retail facilities on main
thoroughfares within trade areas that are not clearly defined or whose trade
areas overlap with that of the subject.

        The subject's potential trade area partially overlaps with other
competing retail centers in the Spokane metropolitan area. The subject's
capture rate of area expenditure potential is also influenced to a lesser
extent by other large community centers, power centers, and big box users
situated throughout the region. Finally, there are several free-standing stores
and discounters in the area that also compete to some degree with the subject.
While some cross-shopping does occur, these stores act more as a draw to the
community, creating an image for the area as a prime shopping district and
generating more retail traffic than would exist in their absence. Nonetheless,
we recognize and mention these stores and centers to the extent that they
provide a complete understanding of the area's retail structure.

        Once the trade area is defined, the area's demographics and economic
profile can be analyzed. This provides key insight into the area's dynamics as
it relates to the subject. The sources of economic and demographic data for the
trade area analysis are as follows: Equifax National Decision Systems (ENDS),
Sales and Marketing Management's Survey of Buying Power, The Urban Land
Institute's Dollars & Cents of Shopping Centers, and The Washington State
Department of Revenue Quarterly Business Review. The subject's Effective Trade
Area has been defined based upon our analysis of the subject's market and
competing centers.

- ---------
(1) ULI-The Urban Land Institute, Dollare & Cents of Shopping Centers: 1997, 
    ULI-The Urban Land Institute, Washington DC, 1997.

- -------------------------------------------------------------------------------
                                     -16-

<PAGE>

                                                    COMPETITIVE MARKET ANALYSIS
- -------------------------------------------------------------------------------

SCOPE OF THE TRADE AREA

        Traditionally, a retail center's sales are principally generated from
within its primary trade area, which is typically within reasonably close
geographic proximity to the center itself. Generally, between 55 and 65 percent
of a regional center's sales are generated within its primary trade area. The
secondary trade area generally refers to more outlying areas which provide less
frequent customers to the center. Residents within the secondary trade area
would be more likely to shop closer to home due to time and travel constraints.
Typically, an additional 20 to 25 percent of a center's sales will be generated
from within the secondary area. The tertiary or peripheral trade area refers to
more distant areas from which occasional customers to the mall reside. These
residents may be drawn to the center by a particular service or store which is
not found locally. Industry experience shows that between 10 and 15 percent of
a center's sales are derived from customers residing outside of the trade area.
This potential is commonly referred to as inflow. The former owner of the
center commissioned a shopper intercept survey and phone survey of local
residents. This survey found that 51.2 percent of shoppers interviewed at the
property came from the primary trade area (defined in the survey by zip codes).
An additional 24.9 percent of shoppers were drawn from two separately-defined
secondary trade areas. Because of the peculiar geography of zip code defined
trade areas, this defined trade area extends over ten miles to the east and
west of the subject, yet in some cases only three to four miles north and
south. This does not reflect the regional and neighborhood access patterns so
we have placed little weight on the survey, but it is supportive in our
analysis of the trade area.

        Before the trade area can be defined, it is necessary that we
thoroughly review the retail market and the competitive structure of the
general marketplace, with consideration given as to the subject's position
therein.

MARKET OVERVIEW/MARKET SUPPLY/MARKET DEMAND

        The Spokane retail market is a diverse compilation of strip and
convenience centers, neighborhood, community, and regional shopping centers,
and other retail property types. The market is dominated by older small to
mid-sized neighborhood and community centers and has seen moderate "big-box"
and "category killer" development recently. Due to its tertiary market status,
the metro area has only two true regional malls, with the only competition to
the subject being completed in late 1997.

        Retail development in the metropolitan area has been slow but steady
over the last decade. There have been three major developments over this
time-frame. First, the subject Northtown Mall underwent a significant expansion
and remodel, changing from a one-level enclosed mall with three anchors to a
two-level with arcade mall including five anchors. This successfully
repositioned the mall to capture its share of market expenditures.

        In 1991 Northpointe Plaza was developed approximately three miles north
of the subject on Newport Highway (continuation of US Route 2 to the
northeast). This 450,000-square foot power center (and collateral development)
includes such retailers as Target, Rite Aid, Safeway, TJ Maxx, Pacific Linen,
Future Shop, Staples, PetsMart, Gart Sports, ShopKo and Pier One, along with 21
smaller pad and in-line retailers.

        In August 1997 the Spokane Valley Mall opened, approximately 11 miles
east of the subject along Sullivan Road just north of Interstate 90. This
685,000-square foot regional mall 

- -------------------------------------------------------------------------------
                                     -17-

<PAGE>

                                                    COMPETITIVE MARKET ANALYSIS
- -------------------------------------------------------------------------------

is anchored by Sears, JC Penney and The Bon Marche and currently has a mall
occupancy of approximately 75 percent, exclusive of anchor space. This property
was developed by JP Realty, the new owners of the subject property. This mall
is targeted at the significant population growth occurring east of Spokane
toward the Idaho border, and will also benefit from both Idaho and Montana
traffic heading west. The mall is targeting the same mid-market demographic as
the subject. Significant collateral development is underway in the Sullivan
Road area, including Circuit City, Barnes & Noble and Gart Sports, with
numerous other big box retailers rumored.

        The downtown Spokane market has historically been oriented to
department store shopping, with few other fashion outlets. After the closure of
the Frederick & Nelson chain and the movement of JC Penney to Northtown, only
Nordstrom and The Bon Marche remain. Nordstrom is currently in the process of
building a new store in downtown Spokane, which will move them two blocks west
of their current location. The Robideaux Company has proposed a 400,000 to
500,000 square foot adjacent development (named River Park Square) to contain
mall shops, a multi-screen theatre and restaurants. The plans are uncertain at
this point as to the exact size, tenancy and starting date. This development is
targeted at downtown workers, tourists, and upper end shoppers, to take
advantage of the Nordstrom store.

        VACANCY TRENDS

        Retail vacancy trends have fluctuated over the past several years for
all property types, but have generally trended up for retail. The following
chart presents a summary of these trends.

<TABLE>
<CAPTION>
===============================================================================================================
                                    RETAIL VACANCY TRENDS - SPOKANE PMSA
===============================================================================================================
      PROPERTY TYPE           OCT. 1992        APR. 1994        FEB. 1995         FEB. 1995       DEC. 1995
===============================================================================================================
<S>                           <C>              <C>              <C>               <C>             <C>      
Total surveyed SF             4,602,405        4,673,085        4,699,952         4,735,567       4,628,948
Vacant SF                       173,205          172,708          314,002           390,473         656,859
Vacancy %                         3.76%            3.70%            6.68%             8.25%          14.19%
===============================================================================================================
Source: Spring 1998 The Real Estate Report, Spokane Association of Realtors
===============================================================================================================
</TABLE>

        As shown, vacancy rates have shown a steady increase over the last six
years. From our inspection of the market, this space appears to be concentrated
in Spokane Valley Mall, at the subject, and at the older community centers that
cannot compete with the newer power centers and repositioned properties such as
the subject.


COMPETITION/RETAIL STRUCTURE

        With respect to regional mall competition, the subject is situated in a
market with one highly competitive mall and one competitive power center. The
addition of the Spokane Valley Mall to the east is in direct response to the
nature of population migration patterns. The subject's principal competition is
seen in the Spokane Valley Mall and Northpointe Plaza. There is an additional
mall north of Coeur d'Alene Idaho, but this mall is nearly 30 miles away from
the subject. Peripheral competition does exist with respect to the scattered
big box users within the market which compete, to some degree, for retail
expenditures with the subject. In order to understand and view the subject
property in its proper context, we must first examine the nature of the
competition.
- -------------------------------------------------------------------------------
                                     -18-

<PAGE>

                                                    COMPETITIVE MARKET ANALYSIS
- -------------------------------------------------------------------------------

PRIMARY REGIONAL MALL COMPETITION

        The chart on the following facing page (with accompanying map)
identifies the regional competition found within the general area of the
subject. As shown, there is only one other regional mall in the PMSA that is
considered directly competitive with the subject. Following is a brief overview
of the directly competitive property.









- -------------------------------------------------------------------------------
                                     -19-

<PAGE>

<TABLE>
<CAPTION>

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

  DIRECTLY COMPETITIVE PROPERTIES - REGIONAL MALLS & POWER CENTERS OVER 400,000 SF
  Cushman & Wakefield, Inc.

- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                    GEO.     YR. BLT./       NO.   
 NO.        NAME                            LOCATION                        CITY          STATE    SECTOR    REN/EXP       LEVELS  
===================================================================================================================================
<S>                                     <C>                              <C>               <C>   <C>         <C>             <C>   
  S    NORTHTOWN MALL                    N.Division St. & Wellesley       Spokane           WA    Central    1955/1992       2     
- -----------------------------------------------------------------------------------------------------------------------------------
  1    Spokane Valley Mall               I-90 & Sullivan Road             Spokane           WA       E       1997            2     
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
       SURVEY LOW:                                                                                                           2     
- -----------------------------------------------------------------------------------------------------------------------------------
       SURVEY HIGH:                                                                                                          2     
- -----------------------------------------------------------------------------------------------------------------------------------
       SURVEY MEAN:                                                                                                          2     
- -----------------------------------------------------------------------------------------------------------------------------------
       SURVEY TOTAL:                                                                                                         4     
===================================================================================================================================

<CAPTION>

- ------------------------------------------------------------------------------------------------------------
                                                       OVERALL    OVERALL     SHOP                          
                               TOTAL      VACANT       VACANCY    OCCU-       OCCU-       NO.      PARKING  
 NO.        NAME               GLA        GLA          RATE       PANCY       PANCY     PARKING    RATIO    
============================================================================================================
<S>                          <C>         <C>          <C>        <C>         <C>       <C>        <C>      
  S    NORTHTOWN MALL         943,130     112,500      11.9%      88.1%       72.1%     4,088      4.33     
- ------------------------------------------------------------------------------------------------------------
  1    Spokane Valley Mall    685,478      71,000      10.4%      89.6%       75.1%     4,077      5.95     
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
                                                                                                            
       SURVEY LOW:            685,478      71,000      10.4%      88.1%       72.1%                4.33     
- ------------------------------------------------------------------------------------------------------------
       SURVEY HIGH:           943,130     112,500      11.9%      89.6%       75.1%                5.95     
- ------------------------------------------------------------------------------------------------------------
       SURVEY MEAN:           814,304      91,750      11.1%      88.9%       73.6%                5.14     
- ------------------------------------------------------------------------------------------------------------
       SURVEY TOTAL:        1,628,608     183,500                                                           
                                                                                                            
============================================================================================================

<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------------   
                                                                                                            MALL SHOP         
                                                                                  ANCHOR      ANCHOR        RENTS PER         
 NO.        NAME                             ANCHOR TENANTS                       GLA         RATIO         SQ/FT             
==============================================================================================================================   
<S>                           <C>                                                <C>         <C>        <C>                  
  S    NORTHTOWN MALL          Sears, JCPenney, Mervyns, Emporium, Bon Marche     539,930     57.2%       $18.00  $50.00         
- ------------------------------------------------------------------------------------------------------------------------------   
  1    Spokane Valley Mall     Sears, JCPenney, Bon Marche, Theatre               400,261     58.4%       $15.00  $50.00         
- ------------------------------------------------------------------------------------------------------------------------------   
- ------------------------------=----------------------------------------------------------------------------==============-----   
                                                                                                                                 
       SURVEY LOW:                                                                            57.2%       $15.00  $50.00            
- ------------------------------------------------------------------------------------------------------------------------------   
       SURVEY HIGH:                                                                           58.4%       $18.00  $50.00            
- ------------------------------------------------------------------------------------------------------------------------------   
       SURVEY MEAN:                                                                           57.8%       $16.50  $50.00            
- ------------------------------------------------------------------------------------------------------------------------------   
       SURVEY TOTAL:                                                                                                             
                                                                                                                                 
==============================================================================================================================   

<CAPTION>

- ------------------------------------------------------------------------------------------------
                                     MALL SHOP     QUOTED     QUOTED          DISTANCE           
                                     SALES PER     CAM        TAXES           FROM               
 NO.        NAME                     SQ/FT         PER SF     PER SF          SUBJECT            
================================================================================================
<S>                              <C>               <C>        <C>       <C>                  
  S    NORTHTOWN MALL             $245.00  $245.00   $8.35      $1.92            --               
- ------------------------------------------------------------------------------------------------
  1    Spokane Valley Mall        $220.00  $220.00   $8.00      $2.00   11(plus or minus)Miles E         
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
                                                                                               
       SURVEY LOW:                $220.00  $220.00   $8.00      $1.92                         
- ------------------------------------------------------------------------------------------------
       SURVEY HIGH:               $245.00  $245.00   $8.35      $2.00                         
- ------------------------------------------------------------------------------------------------
       SURVEY MEAN:               $232.50  $232.50   $8.18      $1.96                         
- ------------------------------------------------------------------------------------------------
       SURVEY TOTAL:                                                                           
                                                                                               
================================================================================================

</TABLE>

<TABLE>
<CAPTION>

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

  SECONDARY COMPETITIVE PROPERTIES - REGIONAL MALLS & POWER CENTERS OVER 400,000 SF 
  Cushman & Wakefield, Inc.

- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
                                                                        GEO.        YR. BLT./   NO.         TOTAL        VACANT     
  NO.       NAME               LOCATION            CITY         STATE   SECTOR      REN/EXP     LEVELS       GLA           GLA      
====================================================================================================================================
<S>                           <C>                 <C>           <C>      <C>       <C>           <C>      <C>             <C>  
  1    Northpointe Plaza       US Route 2          Spokane       WA       N         1991          1        450,000         0        
- ------------------------------------------------------------------------------------------------------------------------------------

  2    River Park Square       Spokane CBD         Spokane       WA      CBD       various        3        800,000 E      n/a       

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

       SURVEY LOW:                                                                                1        450,000         0        
- ------------------------------------------------------------------------------------------------------------------------------------
       SURVEY HIGH:                                                                               3        450,000         0        
- ------------------------------------------------------------------------------------------------------------------------------------
       SURVEY MEAN:                                                                               2        450,000         0        
- ------------------------------------------------------------------------------------------------------------------------------------
       SURVEY TOTAL:                                                                              4        450,000         0

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

<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------------------
                             OVERALL   OVERALL     SHOP                                                                             
                             VACANT    OCCU-       OCCU-       NO.     PARKING                                                ANCHOR
  NO.       NAME             RATE      PANCY       PANCY     PARKING   RATIO                    ANCHOR TENANTS                GLA   
====================================================================================================================================
<S>   <C>                    <C>      <C>         <C>        <C>      <C>      <C>                                          <C>    
  1    Northpointe Plaza      0.0%     100.0%      100.0%     n/a      n/a      Target, Rite Aid, Safeway, TJ Maxx, Pacific  330,000
                                                                                    Linen, Futu Shop, Staples, PetsMart          
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
  2    River Park Square      n/a      n/a         n/a        n/a      n/a      Nordstrom, Bon Marche, Burlington Coat         n/a  
                                                                                                                                    
====================================================================================================================================
                                                                                                                                    
       SURVEY LOW:            0.0%     100.0%      100.0%              0.00                                                         
- ------------------------------------------------------------------------------------------------------------------------------------
       SURVEY HIGH:           0.0%     100.0%      100.0%              0.00                                                         
- ------------------------------------------------------------------------------------------------------------------------------------
       SURVEY MEAN:           0.0%     100.0%      100.0%            #DIV/0l                                                        
- ------------------------------------------------------------------------------------------------------------------------------------
       SURVEY TOTAL:                                                                                                                
                                                                                                                                    
====================================================================================================================================

<CAPTION>

- -------------------------------------------------------------------------------------------------------------------------
                                             MALL SHOP             MALL SHOP       QUOTED      QUOTED       DISTANCE     
                              ANCHOR         RENTS PER             SALES PER       CAM         TAXES        FROM         
  NO.       NAME              RATIO          SQ/FT                   SQ/FT         PER SF      PER SF       SUBJECT      
=========================================================================================================================
<S>                          <C>        <C>     <C>           <C>       <C>       <C>         <C>          <C>          
  1    Northpointe Plaza      73.3%      $12.0   $16.00        $200.0    $250.00   $2.75       $1.50        3 (plus or
                                                                                                           minus) Miles N  
                                                                                                                         
- -------------------------------------------------------------------------------------------------------------------------
                                                                                                                         
  2    River Park Square      n/a        n/a     n/a           n/a       n/a       n/a         n/a          3 (plus or
                                                                                                           minus) Miles S  
                                                                                                                         
=========================================================================================================================
                                                                                                                         
       SURVEY LOW:            73.3%      $12.00  $16.00        $200.00   $250.00   $2.75       $1.50                     
- -------------------------------------------------------------------------------------------------------------------------
       SURVEY HIGH:           73.3%      $12.00  $16.00        $200.00   $250.00   $2.75       $1.50                     
- -------------------------------------------------------------------------------------------------------------------------
       SURVEY MEAN:           73.3%      $12.00  $16.00        $200.00   $250.00   $2.75       $1.50                     
- -------------------------------------------------------------------------------------------------------------------------
       SURVEY TOTAL:                                                                                                     
                                                                                                                         
=========================================================================================================================

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

Source: Directory of Major Malls; NRB Shopping Center Directory; C&W Research &
        Inpsection

</TABLE>

<PAGE>


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














                            [COMPETITIVE LOCATIONS]








<PAGE>

                                                    COMPETITIVE MARKET ANALYSIS
- -------------------------------------------------------------------------------

<TABLE>
SUBJECT CENTER
<S>                                  <C>
Name:                                 Northtown Mall

Location:                             North Division Street and Wellesley Avenue
                                      Spokane, Spokane County, Washington

Owner:                                JP Realty, Inc.

Distance from Time from Subject:      N/A

Year Opened:                          1955

Year(s) Expansion/Renovated:          1985+/-, 1992-9

Total Gross Leasable Area:            943,130+/- square feet

Anchor Tenants:                       Sears                               160,479+/-SF
                                      JCPenney                            140,868+/-SF
                                      Mervyn's                             80,634+/-SF
                                      Emporium                             68,742+/-SF
                                      The Bon Marche                       89,207+/-SF
                                      --------------                       -----------
                                      Total Anchor GLA                    539,930+/-SF

Mall Shop GLA:                        403,200+/- square feet

Mall Shop GLA Ratio:                  42.8 percent

Rent Analysis:                        Tenants (less than)    1,000 SF    $44 - $48 /SF
                                      Tenants 1,001  -       2,000 SF    $25 - $30 /SF
                                      Tenants 2,001  -       3,500 SF    $20 - $25 /SF
                                      Tenants 3,501  -       5,000 SF    $18 - $22 /SF
                                      Tenants 5,001  -       9,000 SF    $18 - $22 /SF
                                      Tenants (greater than) 9,000 SF    $14 - $16 /SF
                                      -------------------------------    -------------
                                      Center Average                     $20 - $28 /SF


Average Sales:                        $267 per square foot  -  1997

Mall Shop Vacancy:                    22 percent

Land Area:                            25.86+/-acres owned, 34.43 acres total

Parking/Ratio:                        4,088+/-spaces (4.3+/-per 1,000 SF)
</TABLE>

- -------------------------------------------------------------------------------
                                     -20-

<PAGE>

                                                    COMPETITIVE MARKET ANALYSIS
- -------------------------------------------------------------------------------

SUBJECT CENTER (CONT'D.)


COMMENTS

        Northtown Mall Center is a 943,130-square foot super-regional mall
anchored by Sears, JC Penney, Mervyn's, Emporium and The Bon Marche. Originally
built in 1955, the property has had several renovations and expansions over the
years, most recently being expanded and renovated in 1992-3. Northtown Mall is
a fully enclosed, two-level mall with arcade level that has a traditional
merchandising mix. Development along North Division Street is predominantly
retail and commercial in nature, although the larger neighborhood is
predominantly residential.

        Northtown Mall Shopping Center is located in Spokane, the largest city
in eastern Washington. The center exhibits good accessibility due to its
location along North Division Street, also known as US Route 2. From a
demographic standpoint, the mall's trade area consists primarily of
middle-income residents living in close-in Spokane and the north Spokane
suburbs. The area generally has a high population density.

        The ownership is in the execution phase of a remodel and addition to
the southwest corner of the mall. A 12-screen theatre, Barnes & Noble, TGI
Fridays, Pizzeria Uno and Old Navy will take space in this redone area. Total
new tenancy will approximate 115,000 square feet, though it is unclear how much
of this will be new GLA. The owners will also add a 955-stall parking garage at
the southwest corner of the site. This redevelopement will help bolster the
mall's entertainment sector and broaden its shopper reach.

        We have seen five different size estimates for the subject property.
The size estimate here is one provided by the onsite manager.

- -------------------------------------------------------------------------------
                                     -21-

<PAGE>

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




                     [DIAGRAM OF MAIN LEVEL LEASING PLAN]




<PAGE>

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





                     [DIAGRAM OF SECOND LEVEL LEASING PLAN]




<PAGE>

                                                    COMPETITIVE MARKET ANALYSIS
- -------------------------------------------------------------------------------

COMPETITIVE RETAIL CENTER NO. 1

<TABLE>
<S>                                  <C> 
Name:                                 SPOKANE VALLEY MALL

Location:                             Interstate 90 and Sullivan Road
                                      Spokane County, Washington

Owner:                                JP Realty, Inc.

Distance from Time from Subject:      11+/- miles East (20-25+/- minute drive time)

Year Opened:                          1997

Year(s) Expansion/Renovated:          N/A

Total Gross Leasable Area:            685,476+/- square feet

Anchor Tenants:                       JC Penney                             119,705+/- SF
                                      Sears                                 121,157+/- SF
                                      The Bon Marche                        114,399+/- SF
                                      Theatre                                45,000+/- SF
                                      Total Anchor GLA                      400,261+/- SF

Mall Shop GLA:                        285,217+/- square feet

Mall Shop GLA Ratio:                  41.6 percent

Rent Analysis:                        Tenants (less than)     4,000 SF       $20 - $25/SF
                                      Tenants (greater than)  5,000 SF       $15 - $20/SF
                                      Food Court                             $40 - $50/SF
                                      Jewelry                                $30 - $40/SF
                                      -------                                ------------
                                      Center Average                         $10 - $50/SF


Average Sales:                        $220 per square foot  -  1998 projected

Mall Shop Vacancy:                    25 percent (still in initial leaseup)

Land Area:                            64+/- acres

Parking/Ratio:                        4,077+/-spaces (5.9+/-per 1,000 SF)

</TABLE>

- -------------------------------------------------------------------------------
                                     -22-

<PAGE>

                                                    COMPETITIVE MARKET ANALYSIS
- -------------------------------------------------------------------------------

COMPETITIVE RETAIL CENTER NO. 1 (CONT'D.)


COMMENTS

        Spokane Valley Mall is anchored by JC Penney, Sears, The Bon Marche and
a theatre complex and contains 685,478+/- square feet of total GLA. The mall is
situated approximately 11+/- miles east of the subject center on the north side
of Interstate 90 in the Spokane Valley area of unincorporated Spokane County. A
second phase is planned, but will not be commenced until anchor tenants are
acquired and additional phase one leasing is completed. This second phase would
add up to an estimated 275,000 square feet of anchor space, including
expansions of Sears and The Bon Marche, and 67,000 square feet of mall tenant
space.

        Mall shop rental rates reportedly range from $15 to $50 per square
foot, with 1998 mall shop sales estimated by management at $220 per square
foot. Common area charges are quoted to be about $10 per square foot, including
taxes and insurance.

        The center exhibits good accessibility due to its adjacency to
Interstate 90. From a demographic standpoint, the mall's trade area consists
primarily of middle-income residents living in the Spokane Valley and eastern
and southern suburbs of Spokane. Population density is lower than areas
closer-in to the Spokane core, while median income is higher.

        The Spokane Valley Mall has intruded into the Northtown Mall market.
According to Rebecca Whitson, general manager of Northtown Mall, both foot
traffic and sales has declined by 9 to 11 percent since the Spokane Valley Mall
opened, evidence of this competition.

        Overall, the Spokane Valley Mall is considered to be the subject's most
directly competitive property. The Spokane Valley Mall clearly provides for a
comparable mix of tenants and merchandising mix as the subject. On balance,
this competitive property provides a barrier to the east and south of the
subject's potential trade area.

- -------------------------------------------------------------------------------
                                     -23-

<PAGE>

                                                    COMPETITIVE MARKET ANALYSIS
- -------------------------------------------------------------------------------

SECONDARY COMPETITION

        Northpointe Plaza is the major secondary competition for the subject.
Its proximity, less than three miles north along the same arterial, and
value-oriented mix of power retailers draws many of the shoppers who also visit
the subject. The previous ownership commissioned a shopper intercept survey
(prior to completion of the Spokane Valley Mall), which also identified
cross-shopping by location. Northpointe Plaza, and specifically the Target
store, was identified as the primary destination of shoppers if they were not
headed to the subject. The center and immediately adjacent collateral
development contains the following Anchors and major tenants: Target, Rite Aid,
Safeway, TJ Maxx, Pacific Linen, Future Shop, Staples, PetsMart, Gart Sports,
ShopKo and Pier One, plus numerous smaller pad and in-line tenants. Home Depot
has also built their own store just west of, but separate from, the center.


OTHER COMPETITION

        Finally, various other nodes of retail development exist throughout the
immediate area that offer varying degrees of competition to the subject. There
are a number of larger strip centers, power centers, freestanding stores, and
big box specialty retailers that, because of their major tenants and
merchandising, do offer themselves as some competition to the subject. However,
these centers are typically anchored by discount stores, big box users,
groceries, and specialty tenants which do not compete directly with the
merchandising found at the subject. While these centers compete to some degree,
they actually help to better understand the retail structure of the area and
provide the necessary infill common to most markets.

        Franklin Park Mall is several blocks north of the subject and is
anchored by Montgomery Ward, Rite Aid, Ross and Outback steakhouse. Although
close in proximity, it is not particularly competitive with the subject. The
cross-shopping survey indicated 2.2 percent of the subject shoppers also shop
Franklin Park Mall.

        Shopping in downtown Spokane, anchored by Nordstrom, Bon Marche and
River Park Square is also somewhat competitive. When the redevelopment of this
area is complete it will be more competitive with the subject. Currently, 6.2
percent of subject shoppers indicate they also shop River Park Square.

        University City Mall is an older center in the Spokane Valley. This
center has lost most of its tenants and is in the process of redevelopment. The
largest announced tenant for the new center is a grocery store, indicating the
property will most likely revert to a neighborhood/community focus. We do not
feel this center will be competitive with the subject.

        Silver Lake Mall in Coeur D'Alene, Idaho is about 30 miles east of the
subject. This 300,000 SF enclosed mall is anchored by small JC Penney,
Lamont's, Emporium and Sears units, with an additional 105,000 SF of mall
shops. This property is not particularly competitive with the subject due to
its remote location and lesser selection.

PROPOSED COMPETITION

        To the best of our knowledge, there are no proposed or planned shopping
center developments in the subject's region/trade area that would compete
directly with the subject center.

- -------------------------------------------------------------------------------
                                     -24-

<PAGE>

                                                    COMPETITIVE MARKET ANALYSIS
- -------------------------------------------------------------------------------

GLA PER CAPITA

        The data presented summarizes the extent of existing retail development
inside the subject's potential trade area. According to the International
Council of Shopping Centers, average shopping center GLA per capita for the
United States and State of Washington is about 19.23+/- and 16.97+/- square
feet, respectively, based upon 1996 Census Data. For shopping centers "Over
400,000 Square Feet," the U.S. has a per capita figure of about 5.59+/- square
feet, while Washington is 5.18+/- square feet. The lower figure for Washington
stems largely from the rural nature of the state as a whole. For this reason,
some of the cities within the state tend to have higher per capita figures due
to the fact that many residents travel greater distances to shop when compared
with national benchmarks.

===============================================================================
                           GLA PER CAPITA COMPARISON
===============================================================================
          SIZE CATEGORY                STATE OF WASHINGTON       UNITED STATES
===============================================================================
All Centers                                  16.97+/-                19.23+/-
Centers (greater than) 100,000 Sq/Ft         13.46+/-                14.35+/-
Centers (greater than) 400,000 Sq/Ft          5.18+/-                 5.59+/-
===============================================================================
Source: National Research Bureau/Shopping Centers; C&W Calculations
===============================================================================

        We have received very rough estimates of retail square footage for the
Spokane market. These estimates indicate a per capita square footage of 11.22.
However, given our uncertainty over the data quality it is likely many smaller
centers have been missed in this survey, resulting in this lower than expected
statistic. Based on our own analysis of known centers larger than 400,000
square feet in the Spokane market, this statistic is 7.99 square feet per
capita. University City is included in these figures, even though it is
currently anchorless and mostly vacant. However, it will be redeveloped and
will likely be larger than 400,000 square feet. Excluding University City's
square footage indicates 6.98 per capita. Given the relatively rural nature of
eastern Washington and northern Idaho, and the expectation of rural residents
of driving farther to shop, these statistics are not surprising. However, it
can be a warning sign that Spokane may have enough retailing to serve its
market at the moment. For the foreseeable future, there would not appear to be
a high potential to absorb the impact of new development.

TRADE AREA DEFINITION/DEMOGRAPHIC TRENDS

        In defining boundaries for the subject's potential trade area, several
factors have been considered. First, the property's location with respect to
transportation provides the basis for regional access to the area. Second,
local competition and natural geographic boundaries help to define the
potential size of the trade area as a measure of distance from the property.
Third, the merchandising mix and anchor alignment provide the basic draw of
customers that are likely to patronize the property.

        Overall, the subject's position within the Spokane market is believed
to provide for good accessibility to residents of the northern, eastern and
central part of the city. North Division Street provides the primary linkage,
while other major local arterials provide additional accessibility. Along with
regional and local accessibility, the subject is also benefited by the
proliferation of big box and category killer-type retailers which provide
additional drawing power to the North Division Street corridor. Finally, the
subject's anchor alignment and merchandising strategy provide for the necessary
customer appeal.

- -------------------------------------------------------------------------------
                                     -25-

<PAGE>

                                                    COMPETITIVE MARKET ANALYSIS
- -------------------------------------------------------------------------------

        As discussed, the location and accessibility of competing centers has
direct bearing on the formation and make-up of the subject's potential trade
area as well. The subject competes most directly with the new Spokane Valley
Mall, approximately 11 miles east along Interstate 90. The subject also
competes to some degree with Northpointe Plaza, RiverPark Mall, and other
freestanding stores in the area.

        It is also important to note that other freestanding "category killers"
represent a strong force in the market's competitive environment. However,
their primary stores (discount department stores, drugs, home improvement
centers, and warehouse clubs) are generally different from those which comprise
the subject property. Certainly there is a place for both in most retail
environments, including the subject region.
Collectively, they balance out the retail infill of the region.

        To summarize, the foundation of our analysis in the delineation of the
subject's potential trade area may be summarized as follows:

        1.  Accessibility, including area traffic patterns, geographical
            constraints, and nodes of residential and commercial development;

        2.  The position and nature of the area's retail structure, including
            the location of destination centers and the strength and
            composition of the retail infill; and

        3.  The size, anchor tenancy, and merchandising composition of the
            subject property's proposed tenants as compared to existing retail
            inventory.


        Looking at the subject's competition, the Primary Trade Area would
likely extend about 10+/- miles to the north, 10+/- miles to the west, 5+/-
miles to the south, and roughly 5.0+/- miles to the east. These distances allow
the trade area to partially overlap with the Spokane Valley Mall. Northtown
Mall's Secondary Trade Area could probably span another 5 miles south and east,
and 10 miles north and west, extending from the primary zone boundary.

        Based upon these observations, we have developed a Primary Trade Area
for the subject property encompassing about 5+/- miles around the center. The
subject's Secondary Trade Area might span up to 10+/- miles from the site, with
the strongest draw from the north and west. Based on these observations, we
have analyzed a demographic profile for the subject based upon a radius of
approximately 5+/- miles from the property. To add perspective to this
analysis, we have segregated our survey into 3, 5, 7, 10 and 15-mile concentric
circles with a comparison to the City and County of Spokane, the State of
Washington, and the U.S. The full demographic reports are in the Addenda.

        We have been provided with a customer intercept survey which delineates
the zip codes of subject shoppers. However, the zip codes in Spokane are not
laid out by neighborhood or accessibility. For example, the geography of the
zip code 99207, which includes the subject property, is a 2- to 8-mile wide
band stretching 15 miles to the east and northeast. Other zip codes identified
in the intercept survey start less than 5 miles from the subject and stretch to
over 20 miles away. As a result, we have placed little weight on the statistics
gathered in this survey, aside from the cross-shopping results and the
indication of shoppers who come from clearly outside the trade area (24 percent
of those surveyed). Given the geography, accessibility and competition in the
market, we believe a 5 and 10-mile radius would reasonably represent the
primary and secondary trade area for the subject.

- -------------------------------------------------------------------------------
                                     -26-
<PAGE>

                                                    COMPETITIVE MARKET ANALYSIS
- -------------------------------------------------------------------------------

        As discussed, between 55 and 65 percent of a center's sales are
typically generated from within its Primary Trade Area. The Secondary Trade
Area generally refers to more outlying areas which provide a less frequent
group of customers to the center. Residents within the secondary area would be
more likely to shop at centers located closer to their homes due to time and
travel constraints. Typically, an additional 20 to 25 percent of a center's
sales will be generated from within the Secondary Trade Area. The extent of the
secondary trade area can vary depending upon the scope of commercial
development within the outlying areas. The tertiary or Peripheral Trade Area
refers to more distant areas from which occasional customers to the shopping
center reside. The residents of the peripheral areas may be drawn to the center
by a particular store or service which is not provided within their local
areas. Shoppers from the peripheral areas may account for 10 to 15 percent of a
center's sales. In this case, given the shopper intercept survey and rural
nature of eastern Washington, we feel a higher percentage of peripheral trade
is appropriate.

POPULATION

        Once the market has been established, the focus of our analysis centers
on the statistical data of the trade area, including population. Equifax
National Decision Systems (ENDS) provides historical, current and forecasted
population estimates for the trade area. Patterns of development density and
migration are reflected in the current levels of population estimates. A
detailed profile of the trade area is included in the Addenda of this report.

        Between 1990 and 1998, ENDS reports that the population within the
Primary Trade Area (5.0-mile radius) increased by 11,391 residents to 190,997,
reflecting a 6.3 percent increase or 0.77 percent annual change. As noted in
the regional and neighborhood analyses, this slow growth is attributed to the
trade area's relatively high density and a continuing trend of movement to
outlying areas of the city. Through 2003, the trade area is expected to grow to
197,403 residents (0.66 percent annual growth).

        Further analysis shows that the fastest growing quadrant of the trade
area lies to the northwest, west and southeast of the subject site,
particularly outside of the 5- and 7- mile radii of the site. Provided on the
following page is a graphic representation of the aggregate, total population
change forecasted for the subject's trade area through 2003. As shown, the
subject is proximate to some of the region's low-growth areas.

        The largest percentage growth will be outside of Spokane County in
Stevens County to the northwest and Idaho to the east. The Idaho growth will
most likely patronize the Spokane Valley Mall, while the growth to the north
and west will benefit the subject. The largest growth in absolute numbers will
be 3 to 5 miles northwest of the subject along the Spokane River, west of the
subject along Interstate 90, and southeast of the subject outside the
southeastern city limits. The southeastern growth will benefit the Spokane
Valley Mall. The western growth will be split between the Spokane Valley Mall
and the subject, but the northwestern growth will accrue entirely to the
subject. To the extent that the subject can capture these sales, management
should clearly focus marketing efforts to these residents.

- -------------------------------------------------------------------------------
                                     -27-

<PAGE>


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










                          [POPULATION OF SPOKANE MAP]














<PAGE>

                                                    COMPETITIVE MARKET ANALYSIS
- -------------------------------------------------------------------------------

HOUSEHOLDS

        A household consists of all the people occupying a single housing unit.
While individual members of a household purchase goods and services, these
purchases actually reflect household needs and decisions. Thus, the household
is a critical unit to be considered when reviewing market data and forming
conclusions about the trade area as it impacts the retail center.

        National trends indicate that the number of households are increasing
at a faster rate than the growth of the population. Several noticeable changes
in the way households are being formed have caused the acceleration in this
growth, specifically:

        o      The population is living longer on average. This results in an
               increase of single and two person households;

        o      The divorce rate has increased dramatically during the
               1980s/90s, again resulting in an increase in single person
               households; and

        o      Many individuals have postponed marriage, also resulting in more
               single person households.



- -------------------------------------------------------------------------------
                                     -28-

<PAGE>


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












                     [POPULATION GROWTH OF SPOKANE GRAPHIC]















<PAGE>

                                                    COMPETITIVE MARKET ANALYSIS
- -------------------------------------------------------------------------------

        According to ENDS, the Primary Trade Area added 6,540 households
between 1990 and 1998, an increase of 8.7 percent to 81,989 units. Consistent
with the national trend, the trade area is experiencing household growth at a
rate in excess of population changes. Between 1998 and 2003 the area is
expected to continue household formation at a pace of 0.9 percent per year. The
faster household growth relative to population growth is consistent with data
for the Spokane area and state as a whole.

        Correspondingly, a greater number of smaller households with fewer
children generally indicates more disposable income. In 1980, there were 2.46
persons per household and by 1998, it is estimated to have decreased to 2.33.
Through 2003, the average number of persons per household is forecasted to
decline to 2.30 persons.


TRADE AREA INCOME

        A significant statistic for retailers is the income potential of a
trade area's population. Income levels, either on a per capita, per family or
household basis, indicate the economic level of the residents of the market
area and form an important component of this total analysis. More directly,
average household income, when combined with the number of households, is a
major determinant of an area's retail sales potential.

        Trade area income figures for the subject support the profile of a
broad middle-income market. According to ENDS, average household income within
the Primary Trade Area in 1998 is approximately $39,308. A comparison of the
trade area's relative ranking is shown on the following chart:

            ========================================================
                      AVERAGE HOUSEHOLD INCOME COMPARISON
            ========================================================
                           AREA                            INCOME
            ========================================================
            3.0-Mile Radius *                             $  33,586
            --------------------------------------------------------
            5.0-Mile Radius *                             $  39,308
            --------------------------------------------------------
            10.0-Mile Radius                              $  45,229
            --------------------------------------------------------
            Spokane County                                $  46,358
            --------------------------------------------------------
            State of Washington                           $  54,515
            --------------------------------------------------------
            United States                                 $  53,198
            ========================================================
            Source: Equifax National Decision Systems
            * Primary Trade Area
            ========================================================


        As shown, income ranges in the immediate market area are generally
below both regional and statewide averages.

        Provided on the following page is a graphic presentation of the average
household income distribution throughout the Primary Trade Area. As can be
seen, the subject is situated in the midst of the lower to mid-income area of
the city. At the same time one of the more affluent areas of the county starts
less than two miles northwest of the subject. Areas surrounding the subject
site generally reflect 1998 estimated average household income levels of up to
$32,500, with the more affluent areas having income levels between $42,500 and
$101,000.

- -------------------------------------------------------------------------------
                                     -30-

<PAGE>

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













                      [AVERAGE HOUSEHOLD INCOME GRAPHIC]

















<PAGE>

                                                    COMPETITIVE MARKET ANALYSIS
- -------------------------------------------------------------------------------

RETAIL SALES

        Another important statistic for retailers is the amount of retail sales
expended within a given region. According to Woods & Poole Economics, total
retail sales within the Spokane MSA have been growing at an annual
inflation-adjusted rate of 2.9 percent per year since 1990; higher than growth
experienced between 1980 and 1990. For General Merchandise, retail sales have
been increasing at an annual inflation adjusted rate of 2.8 percent per year,
while Apparel and Accessories have been growing by only 1.5 percent per year.

        Looking forward to 2005, W&P is forecasting the region to see compound
annual sales growth of approximately 1.5 percent per year (adjusted for
inflation to 1992 dollars). This is generally neutral for the region, as sales
for the U.S. are forecasted to increase at an inflation-adjusted rate of 1.5
percent per year. General Merchandise sales are projected to increase at an
annual inflation-adjusted rate of approximately 2.1 percent per year for the
region, while Apparel and Accessories sales will grow by 1.5 percent per year.

SUBJECT SALES HISTORY

        Although sales trends within the subject's region lend important
insight into such an analysis, it is the subject's sales productivity that is,
perhaps, most significant. Sales--and sales growth--are the driving impetus for
rental rates and rent growth at retail properties and have significant bearing
on the occupancy costs tenants are willing to pay.

        While we have not been provided with a complete historical overview of
sales at the subject property, we have been provided with comparable sales
reports for 1995, 1996 and 1997. The following chart presents a summary of
aggregate mall shop sales at the subject property since 1995.

     ======================================================================
                            MALL SHOP SALES TRENDS
     ======================================================================
                                AGGREGATE SALES             % CHANGE
     ----------------------------------------------------------------------
     1995                        $ 88,550,100                    --
     ----------------------------------------------------------------------
     1996                        $ 91,565,200                + 3.40%
     ----------------------------------------------------------------------
     1997                        $ 90,231,700                - 1.46%
     ======================================================================


        As shown, aggregate sales had a slight increase in 1996, followed by a
slight decrease in 1997. Management projects a further decrease in 1998 based
on traffic counts and tenant sales reports to date. This decline is based
mostly upon the entrance of the Spokane Valley Mall into the competitive
market. To date, mall management reports that traffic and sales counts appear
to be down by about 9 to 11 percent from 1997.

        Mall shop sales have shown relative stability over the past two years.
In 1996, mall management estimated sales to be $248 per square foot. For 1997
this figure moved to $267 per square foot. Overall, these sales figures
indicate that the subject property is a medium to good performing regional
center in its market. A comparison of the sales can also be made to industry
benchmarks below.

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

<PAGE>

                                                    COMPETITIVE MARKET ANALYSIS
- -------------------------------------------------------------------------------

        Sears and Mervyns at the subject property are separately owned and do
not report sales to ownership. Sales estimates have not been made available for
this writing. The owned anchor tenant stores have reported the following sales:

<TABLE>
<CAPTION>
=============================================================================================================
                                       ANCHOR TENANT SALES ($1,000S)
- -------------------------------------------------------------------------------------------------------------
                    JC                      BON   
YEAR              PENNEY       $ / SF      MARCHE       $ / SF       EMPORIUM       $ / SF        TOTALS
=============================================================================================================
<S>               <C>          <C>         <C>          <C>            <C>           <C>          <C>   
1995              24,923       176.92      21,538       241.44         6,202         90.22        52,663
1996              22,636       160.69      22,636       253.75         6,148         89.44        51,420
1997              23,904       169.69      21,958       246.15         6,022         87.60        51,884
1998 EST.          N/A           --          N/A          --            N/A            --           N/A
=============================================================================================================
</TABLE>

        The Bon Marche is clearly succeeding in this market, with JC Penney
also beating national averages. Emporium appears to be struggling in this
market, and likely does not have enough market presence.

INDUSTRY AVERAGE SALES (MALL SHOPS)

        The Urban Land Institute's Dollars and Cents of Shopping Centers (1997)
reports national and regional sales averages for regional and super-regional
shopping malls. Nationally, average sales at super-regional centers is reported
at $203.87 per square foot. For regional malls, average sales are reported to
be $180.78. A comparison of national and regional figures is shown on the
following chart.

<TABLE>
<CAPTION>
====================================================================================================
                                          MALL SHOP SALES
                                  REGIONAL/SUPER-REGIONAL CENTERS
====================================================================================================

       AREA               AVERAGE              MEDIAN           LOWER DECILE        UPPER DECILE
====================================================================================================
<S>                       <C>                  <C>                 <C>                <C>     
United States             $180.78/             $170.17/            $125.36/           $286.59/
                          $203.87              $196.36             $148.62            $284.47
- ----------------------------------------------------------------------------------------------------
East                      $201.11/             $182.81/            $117.31/           $325.52/
                          $190.46              $188.37             $146.25            $286.15
- ----------------------------------------------------------------------------------------------------
West                      $222.20/             $197.91/            $157.50/           $349.28/
                          $205.69              $195.37             $151.60            $274.11
- ----------------------------------------------------------------------------------------------------
South                     $174.53/             $179.50/            $122.81/           $239.01/
                          $209.63              $208.45             $141.62            $271.08
- ----------------------------------------------------------------------------------------------------
Midwest                   $163.05/             $153.88/            $123.70/           $237.74/
                          $203.20              $196.15             $153.90            $289.85
====================================================================================================
Source: Urban Land Institute Dollars and Cents of Shopping Centers (1997)
====================================================================================================
</TABLE>

INDUSTRY AVERAGE SALES (DEPARTMENT STORES)

        A comparison of the subject's potential department store performance
can also be made to its regional and national peers. The Urban Land Institute
also tracks sales of owned and non-owned department stores by selected
affiliation and region. The data from ULI shows that the mean sales level for
department stores in super-regional malls varies from $132.65 to $179.60 per
square foot with an overall average of $156.35 per square foot.

- -------------------------------------------------------------------------------
                                     -33-

<PAGE>

                                                    COMPETITIVE MARKET ANALYSIS
- -------------------------------------------------------------------------------

        Stores in the top 10 percent of their peers average (unweighted)
approximately $243.63, while the top 2 percent average approximately $391.40
per square foot. This information, based on 1996, is summarized in the
following chart:

<TABLE>
<CAPTION>
=====================================================================================================
                                    DEPARTMENT STORE SALES DATA
=====================================================================================================
                                                    AVERAGE            TOP 10%           TOP 2%
               CATEGORY/REGION                     SALES PSF          SALES PSF         SALES PSF
=====================================================================================================
<S>                                                <C>                <C>               <C>
Super-Regional U.S.
Owned Dept. Stores                                  $153.67            $233.49           $347.00
National Chain                                      $149.59            $230.80           $336.00
Non-Owned Dept. Stores                              $163.98            $256.83           $447.57
National Chain                                      $163.71            $253.39           $435.01
Eastern Region                                      $132.65              ---               ---
Western Region                                      $146.26              ---               ---
Midwestern Region                                   $161.33              ---               ---
Southern Region                                     $179.60              ---               ---
=====================================================================================================
MEAN - ALL SUPER-REGIONAL CENTERS                   $156.35            $243.63           $391.40
=====================================================================================================
Regional Malls U.S.
Owned Dept. Stores                                  $148.15            $256.90           $334.68
National Chain                                      $149.73            $256.73           $339.74
Non-Owned Dept. Stores                              $181.40            $258.62           $328.07
National Chain                                      $174.44            $244.58           $324.28
Eastern Region                                      $140.01              ---               ---
Western Region                                      $181.20              ---               ---
Midwestern Region                                   $149.32              ---               ---
Southern Region                                     $141.18              ---               ---
=====================================================================================================
MEAN - ALL REGIONAL CENTERS                         $158.18            $254.21           $331.69
=====================================================================================================
Source: Urban Land Institute Dollars & Cents of Shopping Centers (1997)
=====================================================================================================
</TABLE>

        Data for department stores in regional malls shows that the mean ranges
from $140.01 to $181.40 per square foot with an overall average of $158.18 per
square foot. The unweighted average for the top 10 percent and 2 percent is
approximately $254.21 and $331.69 per square foot, respectively.

MARKET RENT ANALYSIS

        Minimum rent produced by the subject property is derived from that paid
by the various tenant types. The rental income which an asset such as the
subject property will generate for an investor is analyzed as to its quality,
quantity, and durability. The quality and probable duration of income will
affect the amount of risk which an informed investor may expect over the
property's useful life. Segregation of the income stream along these lines
allows us to control the variables related to the center's forecasted
performance with greater accuracy. Each tenant type lends itself to a specific
weighting of these variables as the risk associated with each varies.

        Minimum rents forecasted at the subject property are essentially
derived from various tenant categories, namely specialty tenant revenues
consisting of all in-line shops, food tenants, anchor/major tenant revenues,
and so forth. In our investigation and analysis of the marketplace, we have
surveyed, and ascertained where possible, rent levels being commanded

- -------------------------------------------------------------------------------
                                     -34-

<PAGE>

                                                    COMPETITIVE MARKET ANALYSIS
- -------------------------------------------------------------------------------

by competing centers. However, it should be recognized that large retail
shopping centers are generally considered to be separate entities by virtue of
age and design, accessibility, visibility, tenant mix, and the size and
purchasing power of its trade area. Consequently, the best measure of minimum
rental income is its actual rent roll leasing schedule.

        As such, our analysis of recently negotiated leases for tenants at the
subject provides important insight into perceived market rent levels for the
property. Inasmuch as a tenant's ability to pay rent is based upon expected
sales achievement, the level of negotiated rents is directly related to the
individual tenant's perception of their expected performance at the center.

        SPECIALTY/IN-LINE SHOPS

        Our analysis of market rent levels for in-line shops has resolved
itself to a variety of influencing factors. Although it is typical that larger
tenant spaces are leased at lower per square foot rates and lower percentages,
the type of tenant as well as the variable of location within the mall can
often distort this size/rate relationship. The following chart presents an
analysis of existing in-line shop rents based upon all leases on an annualized
basis for 1998. As presented, the chart includes a category for all leases
in-place, as well as a grouping of the most recently leasing activity.

<TABLE>
<CAPTION>
================================================================================================
                           IN-LINE RENT COMPARISONS AND CONCLUSIONS
================================================================================================
                              ALL LEASES               RECENT                 ESTIMATED
     SIZE CATEGORY             IN-PLACE               LEASING                MARKET RENT
================================================================================================
<S>            <C>             <C>                    <C>                  <C>      <C>   
(less than)    1,000 SF        $ 47.98                $ 45.43              $44.00 - $48.00
- ------------------------------------------------------------------------------------------------
   1,001  -    2,000 SF        $ 28.02                $ 29.51              $25.00 - $30.00
- ------------------------------------------------------------------------------------------------
   2,001  -    3,500 SF        $ 23.36                $ 19.62              $20.00 - $25.00
- ------------------------------------------------------------------------------------------------
   3,501  -    5,000 SF        $ 20.77                    N/A              $18.00 - $22.00
- ------------------------------------------------------------------------------------------------
   5,001  -    9,000 SF        $ 19.18                $ 20.47              $18.00 - $22.00
- ------------------------------------------------------------------------------------------------
(greater than) 9,000 SF        $ 15.12                  $ N/A              $14.00 - $16.00
================================================================================================
AVERAGE                        $ 23.92                $ 26.96              $20.00 - $28.00
================================================================================================
</TABLE>

        As can be seen, lease rates in-place generally have an inverse
relationship with suite size and show an overall average rent of about $23.92
per square foot. To better understand in-line rent levels at the property, we
have broken down the analysis into recent leasing activity to calculate current
rental rates. We do not have any 1998 leases of which we know any details,
though we are aware some leasing activity has taken place, especially with
regards to the theatre and restaurant expansion. There were 6 new leases signed
in 1997 that we are aware of, and 15 new leases signed in 1996. These 21 most
recent leases in 1996 and 1997 indicate an overall average rent of $26.96 per
square foot. The highest rent is attained from Group 1 (Tenants [less than]
1,000 SF) with an average of $47.98 per square foot. The averages generally
decline by size category to $15.12 for Group 6 (Tenants [greater than] 9,000
SF).
- -------------------------------------------------------------------------------
                                     -35-

<PAGE>

                                                    COMPETITIVE MARKET ANALYSIS
- -------------------------------------------------------------------------------

        These transactions implicitly support the assumption that, typically,
there is an inverse correlation between unit rates and the amount of space
being leased. We recognize that, in practice, there are unit rate gradations
with tenant categories based on such attributes as location within the
center/building, unit frontage and depth, tenant type and credit worthiness,
concessions/tenant allowances, etc. However, as the tenant mix and
configuration may not be fixed over time, it is more appropriate to estimate
what the average base rent levels paid at the property would be for the
different tenant categories.

        RENT COMPARABLES

        As noted, we have also attempted to extract market-based rent
comparables for comparison with the subject property. Based on our research, we
can compare the subject's general rental rates with those found in the market.
The Spokane Valley Mall leases space under 4,000 square feet in the range of
$20 to $25 per square foot. Larger spaces, those over 5,000 square feet, lease
for $15 to $20 per square foot. Jewelry spaces generally range from $30 to $40
per square foot, with food court spaces carrying the highest rent at $40 to $50
per square foot.

        Northpointe Plaza is a different product type, but leases in that
center are generally in the range of $12 to $18 per square foot.

        As shown, the subject's rent levels are generally higher than those
found at both Spokane Valley Mall and Northpointe Plaza. We would note,
however, that the subject property is superior to these malls in terms of trade
area dominance, longevity in the market, merchandising depth, and anchor
alignment. As such, we would expect Northtown Mall's rent parameters to fall
above those at these competing centers. We would also again note that regional
malls are generally considered to be separate entities by virtue of age,
design, accessibility, trade area characteristics, and so forth. With this in
mind, the subject's leasing activity is believed to provide a better analysis
of achievable rent than that at the comparables.

        MARKET COMPARISONS - OCCUPANCY COST RATIOS

        In further support of developing a forecast for market rent levels, we
have undertaken a comparison of minimum rent to projected sales and total
occupancy costs to sales ratios. Generally, our research and experience with
other regional malls shows that the ratio of minimum rent to sales falls within
the 7 to 10 percent range in the initial year of the lease, with 7.5 to 8.5
percent being most typical. By adding additional costs to the tenant, such as
real estate tax and common area maintenance recoveries, a total occupancy cost
may be derived. Expense recoveries and other tenant charges can significantly
increase total tenant costs.

        The typical range for total occupancy cost-to-sales ratios falls
between 11 and 15 percent. As a general rule, where sales exceed $250 to $275
per square foot, 14 to 15 percent would be a reasonable cost of occupancy.
Experience and research show that most tenants will resist total occupancy
costs that exceed 15 to 18 percent of sales. Obviously, this comparison will
vary from tenant to tenant and property to property.

        In higher end markets where tenants are able to generate sales above
industry averages, tenants can generally pay rents which fall toward the upper
end of the ratio range. Moreover, if tenants perceive that their sales will be
increasing at real rates that are in excess of inflation, they will typically
be more inclined to pay higher initial base rents. Obviously, the opposite
would be true for poorer performing centers in that tenants would be squeezed
by the thin 

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

<TABLE>
<CAPTION>

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

OCCUPANCY COST ANALYSIS/COMPARISON 
Cushman & Wakefield, Inc.

- -----------------------------------------------------------------------------------------------------------------------------
                                                       BUDGET        YEAR          NO.         TOTAL           SHOP          
 NO.              AREA LOCATION             STATE       YEAR         BUILT       STORIES        GLA            GLA           
=============================================================================================================================
<S>                                                     <C>          <C>           <C>       <C>              <C>            
  **     ULI-Super-Regional Malls            US         1996           --          --        1,037,007        351,721        
- -----------------------------------------------------------------------------------------------------------------------------
  **     ULI-Regional Malls                  US         1996           --          --          519,721        243,928        
- -----------------------------------------------------------------------------------------------------------------------------
  **     ICSC-All Enclosed Malls             US         1995           --          --          582,893        261,553        
- -----------------------------------------------------------------------------------------------------------------------------
  **     ICSC-Malls >  1,000,000sf           US         1995           --          --        1,206,874        407,060        
=============================================================================================================================
  1      San Jose MSA                        CA         1997         1986          2         1,139,384        394,496        
- -----------------------------------------------------------------------------------------------------------------------------
  2      San Francisco MSA                   CA         1997        1954/88        2           854,164        266,413        
- -----------------------------------------------------------------------------------------------------------------------------
  3      San Francisco MSA                   CA         1997         1988          8           499,930        183,430        
- -----------------------------------------------------------------------------------------------------------------------------
  4      Ontario MSA                         CA         1997         1996          1         1,536,223        508,942        
- -----------------------------------------------------------------------------------------------------------------------------
  5      Sacramento County MSA               CA         1996      1957/81/94       2         1,066,161        410,168        
- -----------------------------------------------------------------------------------------------------------------------------
  6      Riverside County MSA                CA         1995        1970/91        1         1,044,536        411,640        
- -----------------------------------------------------------------------------------------------------------------------------
  7      Fairfield County MSA                CT         1995        1986/91        2         1,270,146        499,868        
- -----------------------------------------------------------------------------------------------------------------------------
  8      Daytona Beach MSA                   FL         1996      1974/90/96       1         1,064,922        246,379        
- -----------------------------------------------------------------------------------------------------------------------------
  9      Miami MSA                           FL         1995         1982          1         1,120,827        290,385        
- -----------------------------------------------------------------------------------------------------------------------------
  10     Gainsville MSA                      GA         1997      1964/87/96       1           518,422        191,919        
- -----------------------------------------------------------------------------------------------------------------------------
  11     Bloomingdale MSA                    IL         1995      1981/88/91       2         1,292,186        427,609        
- -----------------------------------------------------------------------------------------------------------------------------
  12     Indianapolis MSA                    IN         1995        1968/87        1         1,239,059        260,359        
- -----------------------------------------------------------------------------------------------------------------------------
  13     North/Central Kansas                KS         1995        1987/90        1           400,307        185,324        
- -----------------------------------------------------------------------------------------------------------------------------
  14     Alexandria MSA                      LA         1996        1973/86        1           873,833        292,560        
- -----------------------------------------------------------------------------------------------------------------------------
  15     Monroe MSA                          LA         1996         1985          1           920,779        338,875        
- -----------------------------------------------------------------------------------------------------------------------------
  16     Boston MSA                          MA         1997         1989          3           650,804        329,573        
- -----------------------------------------------------------------------------------------------------------------------------
  17     Boston MSA                          MA         1997        1989/92        1           770,575        276,681        
- -----------------------------------------------------------------------------------------------------------------------------
  18     Bristol County MSA                  MA         1996        1992/93        2           998,436        341,948        
- -----------------------------------------------------------------------------------------------------------------------------
  19     Boston MSA                          MA         1996      1966/93/94       2         1,155,068        431,068        
- -----------------------------------------------------------------------------------------------------------------------------
  20     Worcester County MSA                MA         1996        1971/87        1           445,875        182,372        
- -----------------------------------------------------------------------------------------------------------------------------
  21     Baltimore MSA                       MD         1997      1959/82/92       4           952,021        532,892        
- -----------------------------------------------------------------------------------------------------------------------------
  22     Baltimore MSA                       MD         1997        1956/91        1           862,313        241,146        
- -----------------------------------------------------------------------------------------------------------------------------
  23     Westminster MSA                     MD         1997        1987/94        1           525,702        194,271        
- -----------------------------------------------------------------------------------------------------------------------------
  24     Washington-Baltimore                MD         1996        1979/93        2           661,534        245,112        
- -----------------------------------------------------------------------------------------------------------------------------
  25     Genesee County MSA                  MI         1995        1980/93        1           451,036        230,625        
- -----------------------------------------------------------------------------------------------------------------------------
  26     Minneapolis MSA                     MN         1995        1962/94        1           982,228        201,561        
- -----------------------------------------------------------------------------------------------------------------------------
  27     St. Louis MSA                       MO         1996        1974/94        2           442,321        181,608        
- -----------------------------------------------------------------------------------------------------------------------------
  28     Las Vegas MSA                       NV         1997        1992/97        1           475,940        475,940        
- -----------------------------------------------------------------------------------------------------------------------------
  29     Rochester MSA                       NY         1997      1971/86/96       1         1,122,021        427,019        
- -----------------------------------------------------------------------------------------------------------------------------
  30     Orange County MSA                   NY         1997         1980          1           465,984        153,331        
- -----------------------------------------------------------------------------------------------------------------------------
  31     Chemung County MSA                  NY         1997      1967/81/95       2           910,623        306,188        
- -----------------------------------------------------------------------------------------------------------------------------
  32     Syracuse MSA                        NY         1997        1988/94        1           789,032        302,979        
- -----------------------------------------------------------------------------------------------------------------------------
  33     Syracuse MSA                        NY         1997        1954/97        1         1,006,645        403,672        
- -----------------------------------------------------------------------------------------------------------------------------
  34     White Plains MSA                    NY         1996        1980/93        4           882,728        326,813        
- -----------------------------------------------------------------------------------------------------------------------------
  35     Queens County MSA                   NY         1996      1973/90/95       4           625,659        149,971        
- -----------------------------------------------------------------------------------------------------------------------------
  36     Buffalo MSA                         NY         1996        1985/89        1           753,105        285,771        
- -----------------------------------------------------------------------------------------------------------------------------
  37     Dayton MSA                          OH         1997        1969/94        2         1,329,514        446,381        
- -----------------------------------------------------------------------------------------------------------------------------
  38     Cincinnati MSA                      OH         1996      1956/88/94       2         1,117,491        381,943        
- -----------------------------------------------------------------------------------------------------------------------------
  39     Bucks County MSA                    PA         1995        1968/75        1           348,309        305,212        
- -----------------------------------------------------------------------------------------------------------------------------
  40     Johnson City                        TN         1996      1971/91/96       2           557,715        223,110        
- -----------------------------------------------------------------------------------------------------------------------------
  41     Nashville MSA                       TN         1995         1990          2           716,462        373,662        
- -----------------------------------------------------------------------------------------------------------------------------
  42     Amarillo MSA                        TX         1995        1982/86        1           889,508        316,190        
- -----------------------------------------------------------------------------------------------------------------------------
  43     Burlington MSA                      VT         1995      1979/89/92       1           490,424        185,398        
- -----------------------------------------------------------------------------------------------------------------------------
  44     Washington D.C. MSA                 VA         1996      1968/86/91       2         1,446,222        784,575        
- -----------------------------------------------------------------------------------------------------------------------------
  45     Prince William Cty. MSA             VA         1997      1972/88/96       1           716,800        302,900        
- -----------------------------------------------------------------------------------------------------------------------------
  46     Norfolk-Chesapeake MSA              VA         1997      1981/88/97       2           770,209        306,890        
- -----------------------------------------------------------------------------------------------------------------------------
  47     Seattle MSA                         WA         1995        1979/95        1         1,012,754        311,019        
- -----------------------------------------------------------------------------------------------------------------------------
=============================================================================================================================

         SURVEY LOW:                                                                           348,309        149,971        

         SURVEY HIGH:                                                                        1,536,223        784,575        

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

         SURVEY MEAN:                                                                          853,185        320,205        

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

<CAPTION>

- --------------------------------------------------------------------------------------------------------------------------===      
                                            AVG.           REC-          AVG.          RENT-         TOTAL                         
 NO.              AREA LOCATION             RENT           OVERIES       SALES          SALES         COST           LOCATION      
=============================================================================================================================      
<S>                                         <C>           <C>           <C>              <C>          <C>                          
  **     ULI-Super-Regional Malls           $16.54         $9.31        $203.87          8.1%         12.7%       --               
- -----------------------------------------------------------------------------------------------------------------------------      
  **     ULI-Regional Malls                 $10.44         $4.89        $180.78          5.8%          8.5%       --               
- -----------------------------------------------------------------------------------------------------------------------------      
  **     ICSC-All Enclosed Malls            $12.05         $5.82        $176.16          6.8%         10.1%       --               
- -----------------------------------------------------------------------------------------------------------------------------      
  **     ICSC-Malls > 1,000,000sf           $20.01        $12.57        $271.64          7.4%         12.0%       --               
=============================================================================================================================      
  1      San Jose MSA                       $38.95        $20.15        $593.00          6.6%         10.0%    Suburban            
- -----------------------------------------------------------------------------------------------------------------------------      
  2      San Francisco MSA                  $33.75        $22.52        $407.00          8.3%         13.8%    Urban               
- -----------------------------------------------------------------------------------------------------------------------------      
  3      San Francisco MSA                  $53.60        $32.45        $540.00          9.9%         15.9%    Urban               
- -----------------------------------------------------------------------------------------------------------------------------      
  4      Ontario MSA                        $23.00        $13.10        $280.00          8.2%         12.9%    Suburban            
- -----------------------------------------------------------------------------------------------------------------------------      
  5      Sacramento County MSA              $34.40        $18.25        $400.00          8.6%         13.2%    Suburban            
- -----------------------------------------------------------------------------------------------------------------------------      
  6      Riverside County MSA               $22.59        $17.00        $250.00          9.0%         15.8%    Suburban            
- -----------------------------------------------------------------------------------------------------------------------------      
  7      Fairfield County MSA               $32.00        $17.20        $425.00          7.5%         11.6%    Suburban            
- -----------------------------------------------------------------------------------------------------------------------------      
  8      Daytona Beach MSA                  $25.42        $12.12        $300.00          8.5%         12.5%    Suburban            
- -----------------------------------------------------------------------------------------------------------------------------      
  9      Miami MSA                          $29.36        $16.55        $355.00          8.3%         12.9%    Suburban            
- -----------------------------------------------------------------------------------------------------------------------------      
  10     Gainsville MSA                     $16.50         $8.06        $239.00          6.9%         10.3%    Suburban            
- -----------------------------------------------------------------------------------------------------------------------------      
  11     Bloomingdale MSA                   $21.84        $10.37        $250.00          8.7%         12.9%    Suburban            
- -----------------------------------------------------------------------------------------------------------------------------      
  12     Indianapolis MSA                   $22.43         $9.00        $235.00          9.5%         13.4%    Suburban            
- -----------------------------------------------------------------------------------------------------------------------------      
  13     North/Central Kansas               $14.97        $10.31        $212.00          7.1%         11.9%    Suburban            
- -----------------------------------------------------------------------------------------------------------------------------      
  14     Alexandria MSA                     $16.00        $12.67        $216.00          7.4%         13.3%    Suburban            
- -----------------------------------------------------------------------------------------------------------------------------      
  15     Monroe MSA                         $19.62         $9.77        $271.00          7.2%         10.8%    Suburban            
- -----------------------------------------------------------------------------------------------------------------------------      
  16     Boston MSA                         $38.88        $22.80        $403.00          9.6%         15.3%    Urban               
- -----------------------------------------------------------------------------------------------------------------------------      
  17     Boston MSA                         $19.30        $13.19        $253.00          7.6%         12.8%    Suburban            
- -----------------------------------------------------------------------------------------------------------------------------      
  18     Bristol County MSA                 $21.80        $12.16        $257.00          8.5%         13.2%    Suburban            
- -----------------------------------------------------------------------------------------------------------------------------      
  19     Boston MSA                         $41.79        $13.08        $426.00          9.8%         12.9%    Suburban            
- -----------------------------------------------------------------------------------------------------------------------------      
  20     Worcester County MSA               $22.36        $14.93        $288.00          7.8%         12.9%    Suburban            
- -----------------------------------------------------------------------------------------------------------------------------      
  21     Baltimore MSA                      $32.65        $14.08        $379.00          8.6%         12.3%    Suburban            
- -----------------------------------------------------------------------------------------------------------------------------      
  22     Baltimore MSA                      $19.00        $14.51        $255.00          7.5%         13.1%    Suburban            
- -----------------------------------------------------------------------------------------------------------------------------      
  23     Westminster MSA                    $16.20        $14.67        $238.00          6.8%         13.0%    Suburban            
- -----------------------------------------------------------------------------------------------------------------------------      
  24     Washington-Baltimore               $19.22        $19.77        $257.00          7.5%         15.2%    Suburban            
- -----------------------------------------------------------------------------------------------------------------------------      
  25     Genesee County MSA                 $16.00         $9.01        $219.00          7.3%         11.4%    Suburban            
- -----------------------------------------------------------------------------------------------------------------------------      
  26     Minneapolis MSA                    $21.00        $22.51        $262.00          8.0%         16.6%    Suburban            
- -----------------------------------------------------------------------------------------------------------------------------      
  27     St. Louis MSA                      $30.00        $13.93        $365.00          8.2%         12.0%    Suburban            
- -----------------------------------------------------------------------------------------------------------------------------      
  28     Las Vegas MSA                      $90.00        $27.47      $1,250.00          7.2%          9.4%    Urban            
- -----------------------------------------------------------------------------------------------------------------------------      
  29     Rochester MSA                      $24.00        $11.55        $280.00          8.6%         12.7%    Suburban            
- -----------------------------------------------------------------------------------------------------------------------------      
  30     Orange County MSA                  $18.00        $14.64        $264.00          6.8%         12.4%    Suburban            
- -----------------------------------------------------------------------------------------------------------------------------      
  31     Chemung County MSA                 $15.25         $9.20        $220.00          6.9%         11.1%    Suburban            
- -----------------------------------------------------------------------------------------------------------------------------      
  32     Syracuse MSA                       $17.50        $13.25        $210.00          8.3%         14.6%    Suburban            
- -----------------------------------------------------------------------------------------------------------------------------      
  33     Syracuse MSA                       $17.00        $11.97        $200.00          8.5%         14.5%    Suburban            
- -----------------------------------------------------------------------------------------------------------------------------      
  34     White Plains MSA                   $32.65        $25.84        $344.00          9.5%         17.0%    Urban               
- -----------------------------------------------------------------------------------------------------------------------------      
  35     Queens County MSA                  $54.00        $46.37        $670.00          8.1%         15.0%    Urban               
- -----------------------------------------------------------------------------------------------------------------------------      
  36     Buffalo MSA                        $19.67        $14.83        $250.00          7.9%         13.8%    Suburban            
- -----------------------------------------------------------------------------------------------------------------------------      
  37     Dayton MSA                         $26.20        $10.81        $286.00          9.2%         12.9%    Suburban            
- -----------------------------------------------------------------------------------------------------------------------------      
  38     Cincinnati MSA                     $35.74        $13.67        $400.00          8.9%         12.4%    Suburban            
- -----------------------------------------------------------------------------------------------------------------------------      
  39     Bucks County MSA                   $19.35        $10.00        $239.00          8.1%         12.3%    Suburban            
- -----------------------------------------------------------------------------------------------------------------------------      
  40     Johnson City                       $17.50         $8.71        $207.00          8.5%         12.7%    Suburban            
- -----------------------------------------------------------------------------------------------------------------------------      
  41     Nashville MSA                      $15.25        $13.30        $180.00          8.5%         15.9%    Suburban            
- -----------------------------------------------------------------------------------------------------------------------------      
  42     Amarillo MSA                       $18.00         $7.53        $200.00          9.0%         12.8%    Suburban            
- -----------------------------------------------------------------------------------------------------------------------------      
  43     Burlington MSA                     $23.00         $9.51        $294.00          7.8%         11.1%    Suburban            
- -----------------------------------------------------------------------------------------------------------------------------      
  44     Washington D.C. MSA                $25.00        $12.63        $320.00          7.8%         11.8%    Suburban            
- -----------------------------------------------------------------------------------------------------------------------------      
  45     Prince William Cty. MSA            $21.50        $14.57        $240.00          9.0%         15.0%    Suburban            
- -----------------------------------------------------------------------------------------------------------------------------      
  46     Norfolk-Chesapeake MSA             $20.70        $12.30        $272.00          7.6%         12.1%    Suburban            
- -----------------------------------------------------------------------------------------------------------------------------      
  47     Seattle MSA                        $27.35         $7.86        $325.00          8.4%         10.8%    Suburban            
- -----------------------------------------------------------------------------------------------------------------------------      
=============================================================================================================================      
                                                                                                                                   
         SURVEY LOW:                        $10.44         $4.89        $176.16          5.8%          8.5%                        
                                                                                                                                   
         SURVEY HIGH:                       $90.00        $46.37      $1,250.00          9.9%         17.0%                        
                                                                                                                                   
- -----------------------------------------------------------------------------------------------------------------------------      
                                                                                                                                   
         SURVEY MEAN:                       $25.48        $14.56        $314.87          8.1%         12.9%                        
                                                                                                                                   
=============================================================================================================================      
                                                                                                                                   
</TABLE>

<PAGE>

                                                    COMPETITIVE MARKET ANALYSIS
- -------------------------------------------------------------------------------

margins related to below average sales. With fixed expenses accounting for a
significant portion of the tenant's contractual obligation, there would be
little room left for base rent.

        In this context, we have provided an occupancy cost analysis for
several regional malls with which we have had direct insight over the past
year. This information is provided on the facing page. On average, these ratio
comparisons provide a realistic check against projected market rental rate
assumptions.

        From this analysis we see that the ratio of base rent-to-sales ranges
from 5.8 to 9.9 percent, while the total occupancy cost ratios vary from 8.5 to
17.0 percent when all recoverable expenses are included. The surveyed mean for
the malls and industry standards analyzed is 8.1 and 12.9 percent,
respectively. Some of the higher ratios are found in older malls situated in
urban areas that have higher operating structures due to less efficient layout
and designs, older physical plants, and higher security costs, which in some
malls can add upwards of $2.00 per square foot to common area maintenance.

        The subject property, based upon individual tenant occupancy costs
provided by management, divided by tenant annual sales, experienced occupancy
costs of 12.6 and 12.3 percent, respectively, in 1996 and 1997. These are
reasonable costs for the market and the tenancies in the subject. Management
has separately provided mall sales of $248 and $267 per square foot
respectively for 1996 and 1997 that we are unable to fully audit. It appears
these sales figures are adjusted for occupancy and we do not have adequate data
to check these figures. Assuming 100 percent mall occupancy, which we know to
be too high over these periods, occupancy costs for the subject would be 10.4
and 10.7 percent, respectively, in 1996 and 1997. If the mall shops were less
occupied these figures would increase since the occupancy costs we are
calculating in aggregate would be spread over fewer tenancies. At a 75 to 80
percent mall occupancy level the operating cost figures would converge with our
calculated costs. This indicates the subject is operating well within
reasonable ratios and the tenants will be able to afford to pay their rent and
operating costs. If sales levels drop by 10 percent in 1998, as discussed by
management, the operating cost ratio will increase to approximately 13.5
percent. This ratio is nearing the top of the reasonable range, and we would
expect this sales decline to cause trouble for some of the marginal tenants.

        These relative measures can be compared with two well-known
publications, The Score (1996) by the International Council of Shopping Centers
and Dollars & Cents of Shopping Centers (1997) by the Urban Land Institute. The
most recent publications indicate base rent-to-sales ratios of approximately 6
to 8 percent and total occupancy cost ratios of 9 and 13 percent, respectively.

        In general, while the rental ranges and ratio of base rent to sales
vary substantially from mall to mall and tenant to tenant, they do provide
general support for the rental ranges and ratio which is projected for the
subject property.

        CONCLUSION - MARKET RENT ESTIMATE FOR IN-LINE SHOPS

        Comparable in-line mall shop sales at the subject property are
forecasted to be approximately $240 to $250 per square foot. Since CAM and real
estate tax expenses are reported to be in the very low end of the range for a
property of the subject's caliber, we feel that the subject's rent-to-sales
ratio should not exceed 8 to 9 percent. We can test the subject's rent
achievement potential relative to forecasted sales levels. This sensitivity is
shown below:

- -------------------------------------------------------------------------------
                                     -37-

<PAGE>

                                                    COMPETITIVE MARKET ANALYSIS
- -------------------------------------------------------------------------------

             ===================================================
                   BASE RENT TO             IMPLIED RENT AT
                   SALES RATIO                $245.00/SF
             ===================================================
                      8.00%                    $ 19.60
                      8.25%                    $ 20.21
                      8.50%                    $ 20.83
                      8.75%                    $ 21.44
                      9.00%                    $ 22.05
             ===================================================

        In the previous discussions, the overall average attained rent for the
subject was calculated to be $23.92 per square foot based upon all leases
in-place. Based upon recent leasing activity, this average is shown to be
$26.96 per square foot, although the recent leasing activity is biased towards
smaller spaces. Looking at a pure rent-to-sales ratio, it would appear that the
subject could support an average rent between $20 and $22 per square foot.
Given this apparent discrepancy we must re-examine the data used for these
analyses. First, there have been very few truly recent leases. Most of the data
used for the recent lease analysis was from 1996, prior to the opening of the
Spokane Valley Mall. Sales levels in 1997 would support rental rates of $22 to
$24 per square foot. Given the drop in traffic and sales in 1998 it is
reasonable to assume a slight drop in achievable rates with no other changes.
The addition of the theatre, restaurants and Barnes & Noble is a very good step
in the right direction to reverse this decline in visitation. With these new
tenants added we believe the decline in sales can be mostly reversed.

        After considering all of the above, we have estimated a weighted
average rental rate of approximately $22 to $23 per square foot for the subject
property based upon a relative weighting of tenant space by size. The average
rent is a weighted average rent for all in-line mall tenants only.

OPERATING EXPENSE ANALYSIS

        The total expenses incurred in the production of income from the
subject property are divided into two categories: reimbursable and
non-reimbursable items. The major expenses which are reimbursable include real
estate taxes and common area maintenance, including insurance. The
non-reimbursable expenses associated with the subject property include certain
general and administrative expenses, including ownership's contribution to the
merchants association/ marketing fund, miscellaneous expenses, including
non-recoverable maintenance, and a management fee. Other expenses include a
reserve for the replacement of short-lived capital components, alteration costs
associated with bringing space up to occupancy standards, and leasing
commissions.

        The various expenses incurred in the operation of the subject property
have been analyzed from information provided by a number of sources, including
current budget projections and actual historical operating data. We have
compared this information to published data which are available, as well as
data from competing centers in the subject's market. Finally, this information
has been tempered by our experience with other regional shopping centers.

        For 1998, ownership has budgeted total operating expenses (excluding
tenant improvements) of approximately $3,088,092, or roughly $7.66 per square
foot of mall shop GLA. This compares with $2,939,609 ($7.29 per square foot) in
1997. The 1996 expense was $7.41 

- -------------------------------------------------------------------------------
                                     -38-

<PAGE>

                                                    COMPETITIVE MARKET ANALYSIS
- -------------------------------------------------------------------------------

per square foot. We have projected operating expenses for the subject in 1998
of $7.70 per square foot, very close to what management has projected. For
comparison Spokane Valley Mall is projecting CAM and tax reimbursement charges
at $10 per square foot.

        For 1998 tenant CAM charges are $8.35 per square foot, with taxes
estimated at an additional $1.92 per square foot. This totals $10.27 per square
foot. The 1998 budget estimates an average reimbursement level of $8.06 per
square foot of mall GLA.

        Based on the subject's history, the 1998 budget, the expense budget of
the nearest competitor, and our experience with other regional shopping malls,
operating expenses at the subject property appear to be reasonable, operating
at levels that are consistent with the market. Real estate taxes may be raised
slightly based upon a recorded sale price that is higher than the current
assessment. However, this increase will likely be 15 percent or less.


CONCESSIONS

        Mall developers and owners have a number of methods to induce tenants
to locate at their properties. Included among these concession packages are
free rent, tenant build-out costs, and cash allowances. Concessions are
typically dependent upon local market practice and/or the strength of the
particular property or mall owner/developer.

        FREE RENT

        Free rent is an inducement offered by developers to entice a tenant to
locate in their project over a competitor's. This marketing tool has become
popular in the leasing of office space, particularly in view of the
over-building which has occurred in many markets. As a rule, most major retail
developers have been successful in negotiating leases without including free
rent. Our experience with regional malls shows that free rent is generally
limited to new projects in marginal locations without strong anchor tenants
that are having trouble leasing, as well as older centers that are losing
tenants to new malls in their trade area.

        Management reports that free rent has been a relative non-issue with
regards to their leasing efforts at Northtown Mall. A review of local market
practice provides support for this in that very few projects have had to offer
free rent. When it has, it has generally been limited to one or two months to
prepare a suite for occupancy. Accordingly, we do not believe that it will be
necessary to offer free rent to retail tenants at the subject.

        TENANT IMPROVEMENTS

        Much like free rent, tenant improvement allowances have been a relative
non-issue for most projects in the subject's market. A review of recent leasing
indicates that, for the most part, tenants have been willing to provide their
own build-out costs, particularly upon renewal. We are advised that a few of
the larger national tenants have received some form of tenant allowance in
conjunction with their lease, but that it is the exception rather than the
norm. This is not true at some inferior malls where TIs have been necessary
inducements for tenants.

        A review of the most recent leasing in the market confirms that a
majority of tenants appear to be willing to take space on a vanilla shell
basis. We are advised, however, that a number of national tenants have received
allowances. Based upon our experience with other malls and projects in the
market, an allowance of anywhere from $7.50 to $20. per square foot

- -------------------------------------------------------------------------------
                                     -39-

<PAGE>

                                                    COMPETITIVE MARKET ANALYSIS
- -------------------------------------------------------------------------------

of mall shop GLA appears reasonable. For the higher-end centers it is not
uncommon to see higher levels of TI allowances.

        Based upon our analysis of the market, we believe that the subject
center would need to offer an allowance of approximately $10 per square foot
for new tenants, on average, to remain competitive with other centers in the
market. Upon lease expiration, however, a cosmetic remodel may only be needed
as opposed to a complete renovation or reconfiguration of the space.
Furthermore, it is not uncommon for tenants to bear the cost of remodeling
space at their own expense. Also, many existing materials can typically be
recycled.

LEASING COMMISSIONS

        A typical structure for leasing commissions is $3 to $4 per square foot
for new tenants and $1 to $2 per square foot for renewal tenants. However,
leasing commissions can also typically be included in the overall management
fee which typically ranges from 3 to 4 percent of minimum and percentage rent,
plus recoveries.

ABSORPTION/LEASE-UP

        As of this writing, the subject property has significant vacant space.
Our review of a rent roll dated March 1998 indicates a vacancy of 112,518
square feet, or 28 percent of the mall shop space. The onsite manager also
indicated a vacancy rate of 29 percent during our inspection. However, we are
aware that at least some of this space has been leased. In addition, we
discussed the acquisition of the subject with Mr. Paul Mendenhall of JP Realty.
Mr. Mendenhall indicated that much of the vacant space is leased temporarily
while the mall is reconfigured to handle the new theatre, restaurants and
Barnes & Noble. Mr. Mendenhall indicated a mall shop occupancy of 88 percent,
significantly higher than the 72 percent shown on the rent roll. We believe the
addition of the theatre, restaurants, and Barnes & Noble will expand visitation
and market penetration of the subject. However, we do not believe it will
entirely solve the problem of absorption of subject space. We believe
stabilized occupancy will be achieved when the mall space is approximately 85
percent occupied, and this only after completion of the entertainment addition.

        There will be some spaces that may never lease due to exposure and
accessibility problems in the space design. However, once the entertainment
addition is completed we believe the center can be leased to stabilized
occupancy within approximately 24 to 36 months.

RENT GROWTH RATES

        According to surveys by both Cushman & Wakefield and Peter F. Korpacz &
Associates, major investors in the acquisition of regional malls are utilizing
growth rates of 0 to 4 percent in their analysis, with about 3 percent being
most typical. In the near-term, the subject might show less than stabilized
rent growth as space leases up. Over the long-term, however, we believe a more
stabilized growth rate of 3.0 to 3.5 percent is reasonable.

- -------------------------------------------------------------------------------
                                     -40-

<PAGE>

                                                    COMPETITIVE MARKET ANALYSIS
- -------------------------------------------------------------------------------

RELEASING ASSUMPTION

        The typical lease term for new in-line retail leases in centers such as
the subject generally ranges from 5 to 12 years. Market practice dictates that
it is not uncommon to get rent bumps throughout the lease terms either in the
form of fixed dollar amounts or a percentage increase based upon changes in
some index, usually the Consumer Price Index (CPI). Often the CPI clause will
carry a minimum annual increase and be capped at a higher maximum amount.

        For new leases in the regional malls, 10-year terms are most typical.
Essentially, the developer will deliver a "vanilla" suite with mechanical
services roughed in and minimal interior finish. This allows the retailer to
finish the suite in accordance with their individual specifications. Because of
the up-front costs incurred by the tenants, they require a 10-year lease term
to adequately amortize these costs. In certain instances, the developer will
offer some contribution to the cost of finishing out a space over and above a
standard allowance.

TENANT RENEWAL PROBABILITY

        Upon lease expiration we estimate a 65 to 70 percent probability of
renewal for the subject. This is based primarily on our experience with
regional malls on a national basis, and our feeling the subject will experience
higher than typical turnover over the next several years as the market settles
out after the addition of Spokane Valley Mall to the trade area. Additionally,
while River Park Square will not likely be directly competitive with the
subject, the inevitable dilution of spending power will have an impact on some
of the subject retailers.

OVERAGE RENT

        In addition to minimum base rent, most tenants at the subject property
contract to pay a percentage of their gross annual sales over a pre-established
base amount as overage rent. Most leases will have a natural breakpoint
although a number will likely have stipulated breakpoints. The average overage
percentage for small space retail tenants is in a range of 5 to 6 percent, with
food and kiosk tenants generally at 8 to 10 percent. Anchor tenants typically
have the lowest percentage clauses with ranges of 1.5 to 3 percent being
common. Based upon our experience and analysis of the subject, we believe 6
percent of gross sales over a natural breakpoint is a market-oriented level for
mall shop tenants.

- -------------------------------------------------------------------------------
                                     -41-

<PAGE>

                                                    COMPETITIVE MARKET ANALYSIS
- -------------------------------------------------------------------------------

VACANCY AND COLLECTION LOSS

        The investor of an income producing property is primarily interested in
the cash revenues that an income-producing property is likely to produce
annually over a specified period of time rather than what it could produce if
it were always 100.0 percent occupied with all tenants paying rent in full and
on time. It is normally a prudent practice to expect some income loss, either
in the form of actual vacancy or in the form of turnover, non-payment or slow
payment by tenants. For the subject property, we believe vacancy and credit
loss should be considered under three categories: 1) unforeseen collection loss
and vacancy; 2) the downtime experienced between tenants as leases rollover;
and 3) the potential for permanent structural vacancy. Overall we believe that
a global vacancy and credit loss provision based upon 7 to 8 percent of
effective gross revenues would be reasonable for the subject. This figure
includes vacancy and credit loss from all of the above categories.

INVESTMENT MARKET FOR REGIONAL MALLS/COMPARABLE SALES

        MARKET OVERVIEW

        The typical purchaser of properties of the subject's caliber includes
both foreign and domestic insurance companies, large retail developers, pension
funds, and real estate investment trusts (REITs). The large capital
requirements necessary to participate in this market and the expertise demanded
to successfully operate an investment of this type, both limit the number of
active participants and, at the same time, expand the geographic boundaries of
the marketplace to include the international arena. Due to the relatively small
number of market participants and the moderate amount of quality product
available in the current marketplace, strong demand exists for the nation's
quality retail developments.

        Most institutional grade retail properties are existing, seasoned
centers with good inflation protection. These centers offer stability in income
and are strongly positioned to the extent that they are formidable barriers to
new competition. They tend to be characterized as having three to five
department store anchors, most of which are dominant in the market. Mall shop
sales are at least $300 per square foot and the trade area offers good growth
potential in terms of population and income levels. Equally important are
centers which offer good upside potential after face-lifting, renovations, or
expansion. With new construction down substantially, owners have accelerated
their renovation and remerchandising programs. Little competition from
over-building is likely in most mature markets within which these centers are
located. Environmental concerns and "no-growth" mentalities in communities
continue to be serious impediments to new retail developments.

        Over the past 24+/- months, we have seen real estate investment return
to favor as an important part of many institutional investors' diversified
portfolios. Banks are aggressively competing for business, trying to regain
market share lost to Wall Street, while the more secure life insurance
companies are also reentering the market. The re-emergence of real estate
investment trusts (REITs) has helped to provide liquidity within the real
estate market, pushing demand for well-tenanted, quality property, particularly
regional malls.

        Currently, REITs are one of the most active segments of the industry
and are particularly attractive to institutional investors due to their
liquidity. However, overbuilding in the retail industry has resulted in the
highest GLA per capita ever (19 square feet per person). As a consequence,
institutional investors are more selective than ever with their underwriting
criteria. Many investors are even shunning further retail investment at this
time, content that their

- -------------------------------------------------------------------------------
                                     -42-

<PAGE>

                                                    COMPETITIVE MARKET ANALYSIS
- -------------------------------------------------------------------------------

portfolios have a sufficient weighting in this segment.

        The market for dominant Class A institutional quality malls is tight,
as characterized by the limited amount of good quality product available. It is
the overwhelming consensus that Class A property would trade in the 7.0 to 8.5
percent capitalization rate range, with rates below 7.5 percent likely limited
to the top 15 to 20 malls with sales at least $400 per square foot. Conversely,
there are many second tier and lower quality malls offered on the market at
this time. With limited demand from a much thinner market, cap rates for this
class of malls are felt to be in the much broader 9.5 to 14.0 percent range.
Pessimism about the long-term viability of many of these lower quality malls
has been fueled by the recent turmoil in the retail industry.

        To better understand where investors stand in today's marketplace, we
have surveyed active participants in the retail investment market. Based upon
our survey, the following points summarize some of the more important "hot
buttons" concerning investors:

        1.     OCCUPANCY COSTS - This "health ratio" measure is of fundamental
               concern today. The typical range for total occupancy
               cost-to-sales ratios falls between 10 and 15 percent. With
               operating expenses growing faster than sales in many malls, this
               issue has become even more important. As a general rule of
               thumb, malls with sales under $250 per square foot generally
               support ratios of 10 to 12 percent; $250 to $300 per square foot
               support 12 to 13.5 percent; and over $300 per square foot
               support 13.5 to 15 percent. Experience and research show that
               most tenants will resist total occupancy costs that exceed 15 to
               18 percent of sales. However, ratios of upwards to 20 percent
               are not uncommon for some higher margin tenants. This appears to
               be by far the most important issue to an investor today.
               Investors are looking for long term growth in cash flow and want
               to realize this growth through real rent increases. High
               occupancy costs limit the amount of upside through lease
               rollovers.

        2.     MARKET DOMINANCE - The mall should truly be the dominant mall in
               the market, affording it a strong barrier to entry for new
               competition. Some respondents feel this is more important than
               the size of the trade area itself.

        3.     STRONG ANCHOR ALIGNMENT - Having at least three department
               stores (four are ideal), two of which are dominant in that
               market. The importance of the traditional department store as an
               anchor tenant has returned to favor after several years of weak
               performance and confusion as to the direction of the industry.
               As a general rule, most institutional investors would not be
               attracted to a two-anchor mall.

        4.     ENTERTAINMENT - Entertainment has become a critical element at
               larger centers as it is designed to increase customer traffic
               and extend customer staying time. This loosely defined term
               covers a myriad of concepts available ranging from
               mini-amusement parks, to multiplex theater and restaurant
               themes, to interactive virtual reality applications. The
               capacity of regional/ super-regional centers to provide a
               balanced entertainment experience well serve to distinguish
               these properties from less distinctive formats such as power and
               smaller outlet centers.

- -------------------------------------------------------------------------------
                                     -43-

<PAGE>

                                                    COMPETITIVE MARKET ANALYSIS
- -------------------------------------------------------------------------------

        5.     DENSE MARKETPLACE - Several of the institutional investors favor
               markets of 300,000 to 500,000 people or greater within a five to
               seven-mile radius. Population growth in the trade area is also
               very important. One advisor likes to see growth 50 percent
               better than the U.S. average. Another investor cited that they
               will look at trade areas of 200,000+/- but that if there is no
               population growth forecasted in the market, a 50+/- basis point
               adjustment to the cap rate at the minimum is warranted.

        6.     INCOME LEVELS - Household incomes of $50,000+, which tends to be
               limited in many cases to top 50 MSA locations. Real growth with
               spreads of 200 to 300 basis points over inflation are ideal.

        7.     GOOD ACCESS - Interstate access with good visibility and a
               location within or proximate to the growth path of the
               community.

        8.     TENANT MIX - A complimentary tenant mix is important. Mall shop
               ratios of 35+/- percent of total GLA are considered average with
               75 to 80 percent allocated to national tenants. Mall shop sales
               of at least $250 per square foot with a demonstrated positive
               trend in sales is also considered to be important.

        9.     PHYSICAL CONDITION - Malls that have good sight lines, an
               updated interior appearance and a physical plant in good shape
               are looked upon more favorably. While several developers are
               interested in turn-around situations, the risk associated with
               large capital infusions can add at least 200 to 300 basis points
               onto a capitalization rate.

        10.    ENVIRONMENTAL ISSUES - The impact of environmental problems
               cannot be understated. There are several investors who won't
               even look at a deal if there are any potential environmental
               issues no matter how seemingly insignificant.

        11.    OPERATING COVENANTS - Some buyers indicated that they would not
               be interested in buying a mall if the anchor store operating
               covenants were to expire over the initial holding period. Others
               weigh each situation on its own merit. If it is a dominant
               center with little likelihood of someone coming into the market
               with a new mall, they are not as concerned about the prospects
               of loosing a department store. If there is a chance of loosing
               an anchor, the cost of keeping them must be weighed against the
               benefit. In many of their malls they are finding that
               traditional department stores are not always the optimum tenant
               but that a category killer or other big box use would be a more
               logical choice.

        In the following section we will discuss trends which have become
apparent over the past several years involving sales of regional malls.

REGIONAL MALL PROPERTY SALES

        Evidence has shown that mall property sales which include anchor stores
have lowered the square foot unit prices for some comparables, and have
affected investor perceptions. In our discussions with major shopping center
owners and investors, we learned that capitalization rates and underwriting
criteria have become more sensitive to the contemporary issues affecting
department store anchors.

- -------------------------------------------------------------------------------
                                     -44-

<PAGE>

                                                    COMPETITIVE MARKET ANALYSIS
- -------------------------------------------------------------------------------

        Traditionally, department stores have been an integral component of a
successful shopping center and, therefore, of similar investment quality if
they were performing satisfactorily.

        During the 1980s a number of acquisitions, hostile take-overs and
restructurings occurred in the department store industry which changed the
playing field forever. Weighted down by intolerable debt, combined with a
slumping economy and a shift in shopping patterns, the end of the decade was
marked by a number of bankruptcy filings unsurpassed in the industry's history.
Evidence of further weakening continued into the early 1990s with filings by
such major firms as Carter Hawley Hale, P.A. Bergner & Company, and Macy's. In
early 1994, Woodward & Lothrop announced their bankruptcy involving two
department store divisions that dominate the Philadelphia and Washington D.C.
markets. Most of the stores have since been acquired by the May Department
Stores Company, effectively ending the existence of the 134 year old Wanamaker
name, the nation's oldest department store company. Consolidation during the
mid to latter part of the decade has continued, albeit at a slower pace.

        One important trend, however, shows that department stores have been
reporting a return to profitability resulting from increased operating
economies and higher sales volumes. Sears, once marked by many for extinction,
has more recently won the praise of analysts. Federated Department Stores has
also been acclaimed as a text book example on how to successfully emerge from
bankruptcy. They have merged with Macy's and more recently acquired the
Broadway chain to form one of the nation's largest department store companies.
The trend of continued consolidation and vulnerability of the regional chains
continues into 1997.

        With all this in mind, investors are looking more closely at the
strength of the anchors when evaluating an acquisition. Most of our survey
respondents were of the opinion that they were indifferent to acquiring a
center that included the anchors versus stores that were independently owned if
they were good performers. However, where an acquisition includes anchor
stores, the resulting cash flow is typically segregated with the income
attributed to anchors (base plus percentage rent) analyzed at a higher cap rate
then that produced by the mall shops.

        However, more recent data suggests that investors are becoming more
troubled by the creditworthiness of the mall shops. With an increase in
bankruptcies, store closures and consolidations, we see investors looking more
closely at the strength and vulnerabilities of the in-line shops. As a result,
there has been a marked trend of increasing capitalization rates.

        Cushman & Wakefield has extensively tracked regional mall transaction
activity for several years. Summary data sheets for the more recent period
(1995 to 1998) are displayed on the following pages. Summary information for
prior years (1991 to 1994) are maintained in our files. These sales are
inclusive of good quality Class A or B+/- properties that are dominant in their
market. Also included are weaker properties in second tier cities that have a
narrower investment appeal. As such, the mall sales presented in this analysis
show a wide variety of prices on a per unit basis, ranging from $59 per square
foot up to $686 per square foot of total GLA purchased. When expressed on the
basis of mall shop GLA acquired, the range is more broadly seen to be $93 to
$686 per square foot. Alternatively, the overall capitalization rates that can
be extracted from each transaction range from 5.6 percent to rates in excess of
11 percent.

        One obvious explanation for the wide unit variation is the inclusion
(or exclusion) of

- -------------------------------------------------------------------------------
                                     -45-

<PAGE>

                                                    COMPETITIVE MARKET ANALYSIS
- -------------------------------------------------------------------------------

anchor store square footage which has the tendency to distort unit prices for
some comparables. Other sales include only mall shop area where small space
tenants have higher rents and higher retail sales per square foot. A shopping
center sale without anchors, therefore, gains all the benefits of anchor/small
space synergy without the purchase of the anchor square footage. This drives up
unit prices to over $250 per square foot, with most sales over $300 per square
foot of salable area. A brief discussion of historical trends in mall
transactions follows:

         o     Cushman & Wakefield has researched 19 mall transactions for
               1995. With the exception of possibly Natick Mall and Smith Haven
               Mall, by and large the quality of malls sold are lower than what
               has been shown for prior years. For example, the average
               transaction price has been slipping. In 1993, the peak year, the
               average deal was nearly $133.8 million. In 1995, it is shown to
               be $88.6 million which is even skewed upward by Natick and Smith
               Haven Malls which had a combined price of $486.0 million. The
               average price per square foot of total GLA sold is calculated to
               be $193 per square foot. The range in values of mall GLA sold
               are $93 to $686 with an average of $285 per square foot. The
               upper end of the range is formed by Queens Center with mall shop
               sales of nearly $700 per square foot. Characteristics of these
               lesser quality malls would be higher initial capitalization
               rates. The range for these transactions is 7.25 to 11.10 percent
               with a mean of 9.13 percent. Most market participants indicated
               that continued turmoil in the retail industry will force cap
               rates to move higher.

         o     1996 was an active year in terms of transactions. REIT's were
               far and away the most active buyers. We believe this increase in
               activity is a result of a combination of dynamics. The liquidity
               of REIT's as well as the availability of capital has made
               acquisitions much easier. In addition, sellers have become much
               more realistic in their pricing; recognizing that the long term
               viability of a regional mall requires large infusions of
               capital. The 29 transactions we have tracked range in size from
               approximately $22.2 million to $451.0 million. The malls sold
               also run the gamut of quality ranging from several secondary
               properties in small markets to such higher profile properties as
               Old Orchard Shopping Center in Chicago and South Park Mall in
               Charlotte. Sale prices per SF of mall shop GLA range from $119
               to $534 with a mean of $242. REIT's primary focus on initial
               return with their underwriting centered on in place income. As
               such, capitalization rates ranged from 7.0 percent to 12.12
               percent with a mean of 9.44 percent.

         o     1997 has been the most active year in recent times in terms of
               transactions. Like 1996, REIT's have far and away been the most
               active buyers. The average transaction price to date was $83.4
               million, which is less than average for 1996 ($98.1 million).
               The average price per square foot of total GLA sold is
               calculated to be $139 per square foot. The range in values of
               mall GLA sold are $21 to $594. The upper end of the range is
               formed by the Dadeland Mall with mall shop sales of nearly $649
               per square foot. The range of capitalization rates for these
               transactions is 7.34 to 12.77 percent with a mean of 9.65
               percent.

- -------------------------------------------------------------------------------
                                     -46-

<PAGE>

                                                    COMPETITIVE MARKET ANALYSIS
- -------------------------------------------------------------------------------

               For 1998, we have identified 16 transactions. Similar to
               previous years, REIT's have far and away been the most active
               buyers. The average transaction price to date is $84.0 million,
               which is slightly more than average for 1997 ($83.4 million).
               The average price per square foot of total GLA sold is
               calculated to be $136 per square foot. The range in values of
               mall GLA sold are $49 to $318. The range of capitalization rates
               for these transactions is 7.40 to 12.01 percent with a mean of
               9.43 percent. The upper end of the range was exhibited by the
               sale of the Super Mall of the Great Northwest, which was 75
               percent occupied at time of sale.






- -------------------------------------------------------------------------------
                                     -47-

<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================
REGIONAL MALL SALES                                                       1995
1995 TRANSACTION CHART
CUSHMAN & WAKEFIELD, INC.
====================================================================================================================
   SALE                            SALE        YEAR                          TOTAL       SOLD      SHOP      SHOP
   NO.       PROPERTY/LOCATION     DATE        BUILT        SALE PRICE        GLA        GLA       GLA       RATIO
- --------------------------------------------------------------------------------------------------------------------
<S>       <C>                    <C>      <C>            <C>             <C>          <C>       <C>       <C>
95-1      QUEENS CENTER          Dec-95      1973/        $108,000,000      625,659   157,516   157,516       25.2%
          Elmhurst, NY                       90/95
- --------------------------------------------------------------------------------------------------------------------
95-2      NATICK MALL            Dec-95      1994         $265,000,000    1,160,733   646,733   436,733       37.6%
          Natick, MA                      (redevel.)
- --------------------------------------------------------------------------------------------------------------------
95-3      RIDGEDALE CENTER       Dec-95      1974/        $114,500,000    1,040,285   334,937   334,937       32.2%
          Minnetonka, MN                     82/93
- --------------------------------------------------------------------------------------------------------------------
95-4      SOUTHLAND MALL         Dec-95      1970/        $ 82,500,000      902,000   318,606   318,606       35.3%
          Taylor, MI                         88/92
- --------------------------------------------------------------------------------------------------------------------
95-5      SMITH HAVEN MALL       Dec-95      1969/        $221,000,000    1,351,913   813,786   505,626       37.4%
          Lake Grove, NY                      86
- --------------------------------------------------------------------------------------------------------------------
95-6      CAPITOLA MALL          Dec-95      1977/        $ 52,500,000      577,396   577,396   197,396       34.2%
(1)       Capitola, CA                        88
- --------------------------------------------------------------------------------------------------------------------
95-7      EASTVIEW MALL          Oct-95      1971/        $126,850,000    1,309,488   534,458   534,458       40.8%
(2)       Victor, NY                          95
- --------------------------------------------------------------------------------------------------------------------
95-8      CENTRE AT SALISBURY    Aug-95      1990         $ 78,000,000      884,825   744,825   278,915       31.5%
          Salisbury, MD
- --------------------------------------------------------------------------------------------------------------------
95-9      COLONIAL PARK MALL     Jul-95      1960/        $ 46,500,000      736,177   380,944   242,766       33.0%
          Harrisburg, PA                      90
- --------------------------------------------------------------------------------------------------------------------
95-10     PIEDMONT MALL          Jul-95      1983/        $ 39,000,000      534,135   409,135   188,049       35.2%
          Danville, VA                        84
- --------------------------------------------------------------------------------------------------------------------
95-11     RIVER OAKS CENTER      Jul-95      1978/        $ 26,200,000      574,657   493,791   219,099       38.1%
          Decatur, AL                         89
- --------------------------------------------------------------------------------------------------------------------
95-12     COLUMBIA MALL          Jul-95      1988         $ 27,650,000      351,364   351,364   128,024       36.4%
          Bloomsberg, PA
- --------------------------------------------------------------------------------------------------------------------
95-13     HOT SPRINGS MALL       Jun-95      1982         $ 22,775,000      389,914   318,033   156,000       40.0%
          Hog Springs, AR
- --------------------------------------------------------------------------------------------------------------------
95-14     WESTGATE MALL          May-95      1960/        $ 43,000,000      649,185   448,268   253,993       39.1%
          San Jose, CA                        89
- --------------------------------------------------------------------------------------------------------------------
95-15     SILVER CITY GALLERIA   Apr-95      1992         $159,106,000    1,005,595   749,595   349,107       34.7%
          East Taunton, MA
- --------------------------------------------------------------------------------------------------------------------
95-16     WESTGATE MALL          Apr-95      1975         $ 25,300,000      768,000   449,974   272,630       35.5%
          Spartanburg, SC
- --------------------------------------------------------------------------------------------------------------------
95-17     HANOVER MALL           Jan-95      1971/        $ 38,000,000      649,130   649,130   298,531       46.0%
          Hanover, MA                         93
- --------------------------------------------------------------------------------------------------------------------
95-18     GREENBRIER MALL        Jan-95      1981         $ 84,700,000      774,201   594,201   318,595       41.2%
          Chesapeake, VA
- --------------------------------------------------------------------------------------------------------------------
95-19     GALLERIA AT TYLER      Jan-95     1970/91       $123,750,000    1,044,536   431,640   411,640       39.4%
(3)       Riverside, CA
====================================================================================================================
          Survey Low:                                     $ 22,775,000      351,364   157,516   128,024       25.2%
          Survey High:                                    $265,000,000    1,351,913   813,786   534,458       46.0%
- --------------------------------------------------------------------------------------------------------------------
          Survey Mean:                                    $ 88,649,000      806,800   494,965   294,875       36.5%
====================================================================================================================

<CAPTION>
===============================================================================================================================
                                                           CAPITALIZATION RATES                UNIT RATE COMPARISON
                                                           ---------------------             ------------------------
   SALE      OCCU-      SHOP                                GOING-IN   TERMINAL               PRICE/GLA   PRICE/MALL    SALES
   NO.       PANCY    SALES/SF        NOI         NOI/SF       OAR        OAR        IRR      PURCHASED       GLA      MULTIPLE
- -------------------------------------------------------------------------------------------------------------------------------
<S>       <C>        <C>        <C>            <C>         <C>        <C>        <C>         <C>         <C>          <C>
95-1          99.0%     $686     $10,487,000     $ 66,58       9.71%        --          --       $686        $686        1.00
- -------------------------------------------------------------------------------------------------------------------------------
95-2          99.0%     $416     $21,311,000     $ 32.95       8.04%      8.00%      10.75%      $410        $607        1.46
- -------------------------------------------------------------------------------------------------------------------------------
95-3          97.0%     $339     $ 8,936,100     $ 26.68       7.80%        --       11.00%      $342        $342        1.01
- -------------------------------------------------------------------------------------------------------------------------------
95-4          93.0%     $261     $ 7,143,200     $ 22.42       8.66%        --       11.75%      $259        $259        0.99
- -------------------------------------------------------------------------------------------------------------------------------
95-5          93.0%     $425     $17,127,500     $ 21.05       7.75%      8.25%      11.10%      $272        $437        1.03
- -------------------------------------------------------------------------------------------------------------------------------
95-6          92.0%     $262     $ 4,987,500     $  8.64       9.50%        --          --       $ 91        $266        1.02
(1)
- -------------------------------------------------------------------------------------------------------------------------------
95-7          88.0%     $290     $ 9,200,000     $ 17.21       7.25%        --       12.00%      $237        $237        0.82
(2)
- -------------------------------------------------------------------------------------------------------------------------------
95-8          89.0%     $257     $ 7,020,000     $  9.43       9.00%        --          --       $105        $280        1.09
- -------------------------------------------------------------------------------------------------------------------------------
95-9          96.0%     $275     $ 4,417,500     $ 11.60       9.50%        --          --       $122        $192        0.70
- -------------------------------------------------------------------------------------------------------------------------------
95-10           --      $250     $ 3,600,000     $  8.80       9.23%        --          --       $ 95        $207        0.83
- -------------------------------------------------------------------------------------------------------------------------------
95-11           --      $200     $ 2,908,200     $  5.89      11.10%        --          --       $ 53        $120        0.60
- -------------------------------------------------------------------------------------------------------------------------------
95-12         96.0%     $165     $ 2,958,500     $  8.42      10.70%        --          --       $ 79        $216        1.31
- -------------------------------------------------------------------------------------------------------------------------------
95-13         83.0%     $240     $ 2,277,500     $  7.16      10.00%        --          --       $ 72        $146        0.61
- -------------------------------------------------------------------------------------------------------------------------------
95-14         77.9%     $191     $ 4,096,457     $  9.14       9.53%        --          --       $ 96        $169        0.89
- -------------------------------------------------------------------------------------------------------------------------------
95-15         96.0%     $290     $13,219,000     $ 17.63       8.31%      8.00%      11.00%      $212        $456        1.57
- -------------------------------------------------------------------------------------------------------------------------------
95-16         85.0%     $240     $ 2,403,500     $  5.34       9.50%        --          --       $ 56        $ 93        0.39
- -------------------------------------------------------------------------------------------------------------------------------
95-17         90.0%     $204     $ 3,811,400     $  5.87      10.03%        --          --       $ 59        $127        0.62
- -------------------------------------------------------------------------------------------------------------------------------
95-18         96.0%     $250     $ 6,600,000     $ 11.11       7.79%      8.00%      11.50%      $143        $266        1.06
- -------------------------------------------------------------------------------------------------------------------------------
95-19         86.0%     $244     $ 9,600,000     $ 22.24       7.76%      8.00%      10.50%      $287        $301        1.23
(3)
===============================================================================================================================
              77.9%     $165     $ 2,277,500     $  5.34       7.25%      8.00%      10.50%      $ 53        $ 93        0.39
              99.0%     $686     $21,311,000     $ 66.58      11.10%      8.25%      12.00%      $686        $686        1.57
- -------------------------------------------------------------------------------------------------------------------------------
              91.5%     $289     $ 7,479,177     $ 16.74       9.13%      8.05%      11.20%      $193        $284        0.96
===============================================================================================================================

- --------------
(1)   Cash equivalent price.
(2)   Includes 62,770 square foot strip center.
(3)   Net of allocation for excess land. Sale includes cinema.
===============================================================================================================================
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
=================================================================================================
REGIONAL MALL SALES                                                       1996
1996 TRANSACTION CHART
CUSHMAN & WAKEFIELD, INC.
=================================================================================================
   SALE                                        SALE     YEAR                GRANTOR/
   NO.             PROPERTY/LOCATION           DATE    BUILT                GRANTEE
- -------------------------------------------------------------------------------------------------
<S>       <C>                                <C>      <C>     <C>
96-1      OLD ORCHARD SHOPPING CENTER        Dec-96   1956/     Zell Merrill Lynch RE Opport./
          Skokie, Illinois                              95       Urgan Shopping Centers, Inc.
- -------------------------------------------------------------------------------------------------
96-2      PLAZA & COURT AT KING OF PRUSSIA   Dec-96   1962/      King of Prussia Associates/
          Montgomery, PA                                96                Lend Lease
- -------------------------------------------------------------------------------------------------
96-3      WESTSHORE MALL                     Dec-96    1988          Trizec Hahn Centers/
          Holland Township, IL                                 Wilmorite/Ivanhoe Property Mgt.
- -------------------------------------------------------------------------------------------------
96-4      FORT HENRY MALL                    Dec-96   1976/          Trizec Hahn Centers/
          Kingsport, TN                                 89     Wilmorite/Ivanhoe Property Mgt.
- -------------------------------------------------------------------------------------------------
96-5      CITICORP PACKAGE                   Dec-96   1994/         Citicorp Real Estate/
          1) Buenaventura Mall                          95           The Macerich Company
          Ventura, California                          1970
          2) Fresno Fashion Fair
          Fresno, California                          1966/
          3) Huntington Center Mall                     93
          Huntington, California
- -------------------------------------------------------------------------------------------------
96-6      FORBES/COHEN PACKAGE               Dec-96                Forbes/Cohen Properties/
          1) Westwood Mall                             1972       General Growth Properties
          Jackson, Michigan
          2) Lakeview Square                           1983
          Battle Creek, Michigan
          3) Lansing Mall                             1969/
          Lansing, Michigan                             88
- -------------------------------------------------------------------------------------------------
96-7      RIMROCK MALL                       Dec-96    1975          Trizec Hahn Centers/
          Billings, MT                                               The Macerich Company
- -------------------------------------------------------------------------------------------------
96-8      VINTAGE FAIRE MALL                 Dec-96   1977/          Trizec Hahn Centers/
          Modesto, CA                                   97           The Macerich Company
- -------------------------------------------------------------------------------------------------
96-9      LA CUMBRE PLAZA                    Dec-96   1967/          Trizec Hahn Centers/
(1)       Santa Barbara, California                     89         Taubman Realty Group, LP
- -------------------------------------------------------------------------------------------------
96-10     VALLEY FAIR MALL                   Dec-96   1970/                 Safco/
          West Valley City, Utah                        86         Excel Realty Trust, Inc.
- -------------------------------------------------------------------------------------------------
96-11     QUAIL SPRINGS MALL                 Nov-96    1981   Equitable Life Assurance Society/
(2)       Oklahoma City, Oklahoma                              General Growth Properties, Inc.
- -------------------------------------------------------------------------------------------------
96-12     ST. CLAIR SQUARE                   Nov-96   1974/     Prudential Property Companies/
(2)       Fairview Heights, IL                          93             CBL & Associates
- -------------------------------------------------------------------------------------------------
96-13     SOUTH PARK MALL                    Nov-96    1970    BAC, Inc. (Belk Brothers Prop.)/
          Charlotte, North Carolina                                  HRE Charlotte, Inc.
- -------------------------------------------------------------------------------------------------
96-14     SOONER MALL                        Nov-96   1976/   Equitable Life Assurance Society/
          Norman, Oklahoma                              89     General Growth Properties, Inc.
- -------------------------------------------------------------------------------------------------
96-15     PARK MALL                          Oct-96    1974       Kivel Realty Investments/
          Tucson, Arizona                                      General Growth Properties, Inc.
- -------------------------------------------------------------------------------------------------
96-16     VALLEY VIEW CENTER                 Oct-96   1973/          LaSalle Street Fund/
          Dallas, TX                                  83/96          The Macerich Company
- -------------------------------------------------------------------------------------------------
96-17     THE MALL AT JOHNSON CITY           Oct-96   1971/       Johnson City Mall Assoc./
          Johnson City, Tennessee                      1981         Glimcher Realty Trust
- -------------------------------------------------------------------------------------------------

<CAPTION>
===========================================================================================================================
                                                       MALL        MALL                  MALL
   SALE                      TOTAL        SOLD         SHOP        SHOP       OCCU-      SHOP
   NO.       SALE PRICE       GLA          GLA          GLA        RATIO      PANCY    SALES/SF        NOI         NOI/SF
- ---------------------------------------------------------------------------------------------------------------------------
<S>       <C>             <C>         <C>          <C>          <C>        <C>        <C>        <C>            <C>
96-1       $266,000,000    1,800,000     955,752      550,000       30.6%      88.0%     $350     $21,546,000     $ 22.54
- ---------------------------------------------------------------------------------------------------------------------------
96-2       $451,000,000    2,606,789   1,187,061    1,024,418       39.3%      99.0%     $318     $34,952,000     $ 29.44
- ---------------------------------------------------------------------------------------------------------------------------
96-3       $ 30,159,000      476,140     393,140      143,034       30.0%      97.0%     $225     $ 3,250,445     $  8.27
- ---------------------------------------------------------------------------------------------------------------------------
96-4       $ 22,817,000      516,317     516,317      191,997       37.2%      85.0%     $238     $ 2,764,898     $  5.36
- ---------------------------------------------------------------------------------------------------------------------------
96-5       $125,100,000    2,641,616     964,348      829,938       31.4%        --      $260     $13,135,500     $ 13.62
- ---------------------------------------------------------------------------------------------------------------------------
96-6       $134,000,000    1,841,236   1,036,827      699,514       38.0%      85.0%     $233     $14,070,000     $ 13.57
- ---------------------------------------------------------------------------------------------------------------------------
96-7       $ 43,900,000      583,112     406,140      267,840       45.9%        --      $231     $ 4,346,100     $ 10.70
- ---------------------------------------------------------------------------------------------------------------------------
96-8       $ 74,300,000    1,052,701     611,352      352,352       33.5%        --      $263     $ 6,761,300     $ 11.06
- ---------------------------------------------------------------------------------------------------------------------------
96-9       $ 22,225,000      476,360     176,360      176,360       37.0%      90.0%     $387     $ 2,667,000     $ 15.12
(1)
- ---------------------------------------------------------------------------------------------------------------------------
96-10      $ 35,000,000      608,000     608,000      265,298       43.6%      85.0%     $250     $ 4,000,000     $  6.58
- ---------------------------------------------------------------------------------------------------------------------------
96-11      $ 47,345,700    1,016,909     329,056      329,056       32.4%      77.1%     $215     $ 4,882,760     $ 14.84
(2)
- ---------------------------------------------------------------------------------------------------------------------------
96-12      $ 86,400,000    1,044,781     307,791      307,791       29.5%      93.7%     $330     $ 7,733,000     $ 25.12
(2)
- ---------------------------------------------------------------------------------------------------------------------------
96-13      $153,000,000    1,142,345     353,003      353,003       30.9%      98.0%     $400     $10,710,000     $ 30.34
- ---------------------------------------------------------------------------------------------------------------------------
96-14      $ 26,775,000      503,891     367,482      198,939       39.5%      80.0%     $225     $ 2,948,969     $  8.02
- ---------------------------------------------------------------------------------------------------------------------------
96-15      $ 49,950,000      909,000     489,000      390,687       43.0%      85.0%     $225     $ 4,995,000     $ 10.21
- ---------------------------------------------------------------------------------------------------------------------------
96-16      $ 85,500,000    1,567,000     729,481      496,481       31.7%        --      $228     $ 7,994,250     $ 10.96
- ---------------------------------------------------------------------------------------------------------------------------
96-17      $ 42,750,000      557,715     557,715      223,110       40.0%      81.0%     $236     $ 4,338,750     $  7.78
- ---------------------------------------------------------------------------------------------------------------------------

<CAPTION>
==============================================================================
          CAPITALIZATION RATES                UNIT RATE COMPARISON
          ---------------------             ------------------------
   SALE    GOING-IN   TERMINAL               PRICE/GLA   PRICE/MALL    SALES
   NO.        OAR        OAR        IRR      PURCHASED    SHOP GLA    MULTIPLE
- ------------------------------------------------------------------------------
<S>       <C>        <C>        <C>         <C>         <C>          <C>
96-1          8.10%        --          --       $278        $484        1.38
- ------------------------------------------------------------------------------
96-2          7.75%        --       11.00%      $380        $440        1.38
- ------------------------------------------------------------------------------
96-3         10.78%        --          --       $ 77        $211        0.94
- ------------------------------------------------------------------------------
96-4         12.12%        --          --       $ 44        $119        0.50
- ------------------------------------------------------------------------------
96-5         10.50%        --          --       $130        $151        0.58
- ------------------------------------------------------------------------------
96-6         10.50%        --          --       $129        $192        0.82
- ------------------------------------------------------------------------------
96-7          9.90%        --          --       $108        $164        0.71
- ------------------------------------------------------------------------------
96-8          9.10%        --          --       $122        $211        0.80
- ------------------------------------------------------------------------------
96-9         12.00%        --          --       $126        $126        0.33
(1)
- ------------------------------------------------------------------------------
96-10        11.43%        --          --       $ 58        $132        0.53
- ------------------------------------------------------------------------------
96-11        10.31%        --          --       $144        $144        0.67
(2)
- ------------------------------------------------------------------------------
96-12         8.95%        --          --       $281        $281        0.85
(2)
- ------------------------------------------------------------------------------
96-13         7.00%        --          --       $433        $433        1.08
- ------------------------------------------------------------------------------
96-14        11.01%     11.00%         --       $ 73        $135        0.60
- ------------------------------------------------------------------------------
96-15        10.00%        --          --       $102        $128        0.57
- ------------------------------------------------------------------------------
96-16         9.35%        --          --       $117        $172        0.76
- ------------------------------------------------------------------------------
96-17        10.15%     10.00%      11.50%      $ 77        $192        0.81
- ------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
=============================================================================================
REGIONAL MALL SALES                                                       1996
1995 TRANSACTION CHART
CUSHMAN & WAKEFIELD, INC.
=============================================================================================
  SALE                                     SALE     YEAR                GRANTOR/
  NO.           PROPERTY/LOCATION          DATE    BUILT                GRANTEE
- ---------------------------------------------------------------------------------------------
<S>     <C>                              <C>      <C>     <C>
96-18   BRIARCLIFFE MALL                 Jul-96   1986/   Briarcliff Mall Ltd. Partnership/
        Myrtle Beach, South California              94        Colonial Properties Trust
- ---------------------------------------------------------------------------------------------
96-19   FAIRLANE TOWN CENTER             Jul-96    1976     Pacific Telesis Pension Trust/
        Dearborn, Michigan                                          Taubman Realty
- ---------------------------------------------------------------------------------------------
96-20   PASEO NUEVO CENTER               Jun-96    1990           JMB Realty Corp./
        Santa Barbara, California                                   Taubman Realty
- ---------------------------------------------------------------------------------------------
96-21   FASHION SHOW MALL                Jun-96   1981/       Howard Hughes Corporation/
        Las Vegas, Nevada                           93              Rouse Company
- ---------------------------------------------------------------------------------------------
96-22   CHARLOTTESVILLE FASHION SQ.      May-96    1980         Leonard Farber, Inc./
        Charlottesville, Virginia                             Shopping Center Associates
- ---------------------------------------------------------------------------------------------
96-23   GRAND TETON MALL                 Apr-96   1984/               Equitable/
        Idaho Falls, Idaho                          90            J.P. Reality Inc.
- ---------------------------------------------------------------------------------------------
96-24   DANBURY FAIR MALL                Mar-96   1986/   Danbury Fair Mall Associates/
        Danbury, Connecticut                        91    Fair Properties Inc.
                                                          (Private REIT)
- ---------------------------------------------------------------------------------------------
96-25   CHARLESTOWNE MALL                Mar-96   1991/          Charwil Associates/
        St. Charles, Illinois                     93/95   Fox Properties (Private REIT)
- ---------------------------------------------------------------------------------------------
96-26   FASHION SQUARE SHERMAN OAKS      Mar-96   1962/      Prudential Assurance Comp./
        Sherman Oaks, California                    90              City Freeholds
- ---------------------------------------------------------------------------------------------
96-27   REGENCY SQUARE MALL              Feb-96   1967/     N. American Property Unit Tr./
        Jacksonville, Florida                       93                 MEPC PLC
- ---------------------------------------------------------------------------------------------
96-28   VALLEY PLAZA CENTER              Feb-96   1967/     N. American Property Unit Tr./
        Bakersfield, California                     90                 MEPC PLC
- ---------------------------------------------------------------------------------------------
96-29   CLEARVIEW MALL                   Feb-96    1981      Metropolitan Life Insurance/
        Butler, Pennsylvania                                  Clearview Mall Associates
=============================================================================================
        Survey Low:
        Survey High:
- ---------------------------------------------------------------------------------------------
        SURVEY MEAN:
=============================================================================================

<CAPTION>
===========================================================================================================================
                                                                                                                  CAPITALIZA
                                                                                                                   ATION
                                                                                                                   RATES
                                                     MALL       MALL             MALL                            ----------
  SALE                     TOTAL        SOLD         SHOP       SHOP   OCCU-     SHOP                             GOING-IN
  NO.     SALE PRICE        GLA          GLA          GLA      RATIO   PANCY   SALES/SF       NOI        NOI/SF      OAR
- ---------------------------------------------------------------------------------------------------------------------------
<S>     <C>            <C>          <C>          <C>          <C>     <C>     <C>        <C>           <C>       <C>
96-18    $ 42,200,000     488,426      460,426      235,544   48.2%   95.0%      $225     $ 4,384,580   $ 9.52      10.39%
- ---------------------------------------------------------------------------------------------------------------------------
96-19    $ 91,500,000   1,519,000      629,000      629,000   41.4%   90.0%      $275     $ 7,091,250   $11.27       7.75%
- ---------------------------------------------------------------------------------------------------------------------------
96-20    $ 37,000,000     434,837      136,841      136,841   31.5%   90.0%      $380     $ 4,070,000   $29.74      11.00%
- ---------------------------------------------------------------------------------------------------------------------------
96-21    $164,400,000     840,000      308,000      308,000   36.7%   93.0%      $455     $12,330,000   $40.03       7.50%
- ---------------------------------------------------------------------------------------------------------------------------
96-22    $ 37,250,000     574,953      410,300      193,800   33.7%   95.0%      $275     $ 3,445,600   $ 8.40       9.25%
- ---------------------------------------------------------------------------------------------------------------------------
96-23    $ 34,375,000     521,048      521,048      198,958   38.2%   95.7%      $234     $ 3,550,000   $ 6.81      10.33%
- ---------------------------------------------------------------------------------------------------------------------------
96-24    $254,000,000   1,270,146      499,868      499,868   39.4%   90.0%      $400     $17,780,000   $35.57       7.00%
- ---------------------------------------------------------------------------------------------------------------------------
96-25    $126,344,000     824,900      744,900      315,297   38.2%   85.0%      $220     $ 9,500,000   $12.75       7.52%
- ---------------------------------------------------------------------------------------------------------------------------
96-26    $125,000,000     837,147      365,000      365,000   43.6%   90.0%      $300     $10,625,000   $29.11       8.50%
- ---------------------------------------------------------------------------------------------------------------------------
96-27    $119,200,000   1,341,631      530,000      530,000   39.5%   96.0%      $260     $ 9,178,400   $17.32       7.70%
- ---------------------------------------------------------------------------------------------------------------------------
96-28    $ 91,000,000   1,073,587      381,000      381,000   35.5%   98.0%      $250     $ 6,643,000   $17.44       7.30%
- ---------------------------------------------------------------------------------------------------------------------------
96-29    $ 27,000,000     500,454      359,896      198,684   39.7%   94.0%      $206     $ 2,881,100   $ 8.01      10.67%
===========================================================================================================================
         $ 22,225,000     434,837      136,841      136,841   29.5%   77.1%      $206     $ 2,667,000   $ 5.36       7.00%
         $451,000,000   2,641,616    1,187,061    1,024,418   48.2%   99.0%      $455     $34,952,000   $40.03      12.12%
- ---------------------------------------------------------------------------------------------------------------------------
         $ 98,120,369   1,019,657      528,797      372,131   37.2%   90.2%      $279     $ 8,364,652   $16.19       9.44%
===========================================================================================================================

<CAPTION>
=================================================================
   CAPITALIZATION RATES               UNIT RATE COMPARISON
   --------------------
  SALE   TERMINAL               PRICE/GLA   PRICE/MALL    SALES
  NO.       OAR        IRR      PURCHASED    SHOP GLA    MULTIPLE
- -----------------------------------------------------------------
<S>     <C>        <C>         <C>         <C>          <C>
96-18      10.50%      14.00%      $ 92        $179       0.80
- -----------------------------------------------------------------
96-19         --          --       $145        $145       0.53
- -----------------------------------------------------------------
96-20         --          --       $270        $270       0.71
- -----------------------------------------------------------------
96-21         --          --       $534        $534       1.17
- -----------------------------------------------------------------
96-22         --          --       $ 91        $192       0.70
- -----------------------------------------------------------------
96-23         --          --       $ 66        $173       0.74
- -----------------------------------------------------------------
96-24         --       12.00%      $508        $508       1.27
- -----------------------------------------------------------------
96-25         --       12.00%      $170        $401       1.82
- -----------------------------------------------------------------
96-26         --       10.60%      $342        $342       1.14
- -----------------------------------------------------------------
96-27         --          --       $225        $225       0.87
- -----------------------------------------------------------------
96-28         --          --       $239        $239       0.96
- -----------------------------------------------------------------
96-29         --          --       $ 75        $136       0.66
=================================================================
           10.00%      10.60%      $ 44        $119       0.33
           11.00%      14.00%      $534        $534       1.82
- -----------------------------------------------------------------
           10.50%      11.85%      $187        $243       0.85
=================================================================
(1)   Reflects sale of leasehold estate with 32 years remaining
      on ground lease.
(2)   Adjusted to reflect 100% interest.
(3)   Actual sales price of $44.5 million adjusted to reflect
      free rent.
=================================================================
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
=================================================================================================
REGIONAL MALL SALES                                                       1997
1997 TRANSACTION CHART
Cushman & Wakefield, Inc.
=================================================================================================
   SALE                                       SALE     YEAR                GRANTOR/
    NO.            PROPERTY/LOCATION          DATE    BUILT                 GRANTEE
- -------------------------------------------------------------------------------------------------
<S>        <C>                              <C>      <C>     <C>
97-1       THE FALLS SHOPPING CENTER         Dec-97  1980-        Heitman Retail Properties/
           Miami, Florida                              96            Taubman Realty Group
- -------------------------------------------------------------------------------------------------
97-2       NORTHWEST PLAZA S.C.              Dec-97  1965/             Paramount Group/
           St. Ann, Missouri                           89           Westfield America, Inc.
- -------------------------------------------------------------------------------------------------
97-3       THE CITADEL                       Dec-97  1972/         Tri State Joint Venture/
           Colorado Springs, Colorado                  95            The Macerich Company
- -------------------------------------------------------------------------------------------------
97-4       SALEM MALL                        Dec-97  1980/            The Rouse Company/
 (1)       Salem, Oregon                               87               JP Realty Inc.
- -------------------------------------------------------------------------------------------------
97-5       FASHION MALL                      Dec-97  1973/     Ameresco for Shell Pension Fund/
 (1)       Indianapolis, Indiana                       93            Simon DeBartolo Group
- -------------------------------------------------------------------------------------------------
97-6       UNIVERSITY MALL                   Dec-97  1974/        University Square Partners/
           Tampa, Florida                              96            Glimcher Realty Trust
- -------------------------------------------------------------------------------------------------
97-7       MOORESTOWN MALL                   Dec-97  1963/                 Heitman/
 (5)       Moorestown, New Jersey                      94              The Rouse Company
- -------------------------------------------------------------------------------------------------
97-8       NORTHWEST MALL                    Dec-97   1968            The Rouse Company/
 (4)       Houston, Texas                                                San Mall LLC
- -------------------------------------------------------------------------------------------------
97-9       ALMEDA MALL                       Dec-97   1968            The Rouse Company/
 (4)       Houston, Texas                                                San Mall LLC
- -------------------------------------------------------------------------------------------------
97-10      EASTPOINT MALL                    Dec-97  1956/            Eastpoint Mall LP/
           Baltimore, Maryland                         91            Shopco Advisory Corp.
- -------------------------------------------------------------------------------------------------
97-11      CALPERS PORTFOLIO                 Dec-97                  Calpers/ERE Yarmouth/
           1) Metrocenter Mall                        1978              Coyote Holdings
           Jackson, Mississippi
           2) Lehigh Mall                            1973/
           Columbus, Mississippi                     91/94
           3) Greenville Mall                        1972/
           Greenville, Mississippi                     86
- -------------------------------------------------------------------------------------------------
97-12      SHELL PENSION PORTFOLIO           Nov-97              Shell Pension Fund Entities/
           1) Glynn Place Mall                        n/a          Colonial Properties Trust
           Burnswick, Georgia
           2} Valdosta Mall                           n/a
           Valdosta, Georgia
           3) Lakeshore Mall                          n/a
           Gainesville, Georgia
- -------------------------------------------------------------------------------------------------
97-13      AETNA PORTFOLIO                   Nov-97                         Aetna/
           1) Mall of Abilene                         1979        Enterprise Asset Management
           Abilene, Texas
           2) Sunset Mall                             1979
           San Angelo, Texas
- -------------------------------------------------------------------------------------------------
97-14      VALLEY MALL                       Nov-97  1974/      Equitable Prime Property Fund/
           Hagerstown, Maryland                        95         Crown American Realty Trust
- -------------------------------------------------------------------------------------------------
97-15      SHOPPING CTR. ASSOC. PORTFOLIO    Nov-97    --     Shop. Ctr. Assoc.-JMB Group Trust/
           1) Fort Valley Mall                                      Urban Shopping Centers
           Aurora, Illinois
           2) Hawthorn Center
           Vernon Hills, Illinois
- -------------------------------------------------------------------------------------------------
97-16      VALLEY HILLS MALL                 Oct-97  1978/             Valley Hills LP/
           Hickory, North Carolina                     98          General Growth Properties
- -------------------------------------------------------------------------------------------------
97-17      COLONIAL PARK MALL                Oct-97  1960/           Catalina Partners LP/
           Harrisburg, Pennsylvania                    87            Glimcher Realty Trust
- -------------------------------------------------------------------------------------------------

<CAPTION>
=============================================================================================================================
                                                         NEXT        MALL                  MALL
   SALE                        TOTAL        SOLD         SHOP        SHOP       OCCU-      SHOP
    NO.       SALE PRICE        GLA          GLA          GLA        RATIO      PANCY    SALES/SF        NOI         NOI/SF
- -----------------------------------------------------------------------------------------------------------------------------
<S>        <C>             <C>          <C>          <C>          <C>        <C>        <C>        <C>            <C>
97-1       $156,000,000      825,000      370,000      310,000        37.6%      98.0%     $500    $12,090,000      $ 32.68
- -----------------------------------------------------------------------------------------------------------------------------
97-2       $111,000,000    1,403,811      836,500      403,811        28.8%      84.0%     $275    $ 11,000,00      $ 13.15
- -----------------------------------------------------------------------------------------------------------------------------
97-3       $108,000,000    1,094,000      396,000      396,000        36.2%      90.0%     $300    $ 8,700,000      $ 21.97
- -----------------------------------------------------------------------------------------------------------------------------
97-4       $ 32,500,000      646,500      212,500      212,500        32.9%      97.0%     $270    $ 3,168,750      $ 14.91
 (1) 
- -----------------------------------------------------------------------------------------------------------------------------
97-5       $122,000,000      682,912      682,912      349,222        51.1%      90.0%     $360    $10,300,000      $ 15.08
 (1)
- -----------------------------------------------------------------------------------------------------------------------------
97-6       $121,000,000    1,302,752      650,491      412,009        31.6%      81.0%     $260    $11,495,000      $ 17.67
- -----------------------------------------------------------------------------------------------------------------------------
97-7       $ 78,500,000      970,863      764,863      258,000        28.6%      75.0%     $260    $ 7,850,000      $ 10.28
 (5)
- -----------------------------------------------------------------------------------------------------------------------------
97-8       $ 19,725,000      800,250      292,075      276,475        34.5%      78.0%     $200    $ 2,400,000      $  8.22
 (4)
- -----------------------------------------------------------------------------------------------------------------------------
97-9       $ 19,325,000      808,454      305,979      245,266        30.4%      77.0%     $182    $ 2,400,000      $  7.84
 (4)
- -----------------------------------------------------------------------------------------------------------------------------
97-10      $ 81,000,000      862,313      693,344      241,146        28.0%      88.0%     $312    $ 8,006,400      $ 11.55
- -----------------------------------------------------------------------------------------------------------------------------
97-11      $ 54,000,000    1,897,185    1,024,507      569,138        30.0%      77.0%     $238    $ 6,560,000      $  6.40
- -----------------------------------------------------------------------------------------------------------------------------
97-12      $ 97,000,000    1,428,401    1,129,120      530,744        37.2%      85.0%     $229    $ 9,409,000      $  8.33
- -----------------------------------------------------------------------------------------------------------------------------
97-13      $ 43,800,000    1,248,573      742,688      442,285        35.4%      85.0%     $106    $ 4,599,000      $  6.19
- -----------------------------------------------------------------------------------------------------------------------------
97-14      $ 31,700,000      684,831      541,431      277,083        41.7%      75.0%     $265    $ 3,170,000      $  5.85
- -----------------------------------------------------------------------------------------------------------------------------
97-15      $265,000,000    2,736,175    1,134,469    1,054,594        38.5%      87.0%     $293    $22,000,000      $ 19.35
- -----------------------------------------------------------------------------------------------------------------------------
97-16      $ 34,600,000      618,152      205,856      205,856        33.3%      89.0%     $301    $ 3,287,000      $ 15.97
- -----------------------------------------------------------------------------------------------------------------------------
97-17      $ 48,000,000      754,178      386,732      223,735        29.7%      94.0%     $278    $ 4,800,000      $ 12.41
- -----------------------------------------------------------------------------------------------------------------------------
<CAPTION>
==============================================================================
           CAPITALIZATION RATES               UNIT RATE COMPARISON
           --------------------             ------------------------
   SALE     GOING-IN  TERMINAL               PRICE/GLA   PRICE/MALL    SALES
    NO.       OAR        OAR        IRR      PURCHASED    SHOP GLA    MULTIPLE
- ------------------------------------------------------------------------------
<S>        <C>       <C>        <C>         <C>         <C>          <C>
97-1          7.75%        --          --       $422        $503         1.01
- ------------------------------------------------------------------------------
97-2          9.91%        --          --       $133        $275         1.00
- ------------------------------------------------------------------------------
97-3          8.06%        --          --       $273        $273         0.91
- ------------------------------------------------------------------------------
97-4          9.75%        --          --       $153        $153         0.57
 (1) 
- ------------------------------------------------------------------------------
97-5          8.44%        --          --       $179        $349         0.97
 (1)
- ------------------------------------------------------------------------------
97-6          9.50%        --          --       $186        $294         1.13
- ------------------------------------------------------------------------------
97-7         10.00%        --          --       $103        $304         1.17
 (5)
- ------------------------------------------------------------------------------
97-8         12.17%        --          --       $ 68        $ 71         0.36
 (4)
- ------------------------------------------------------------------------------
97-9         12.42%        --          --       $ 63        $ 79         0.43
 (4)
- ------------------------------------------------------------------------------
97-10         9.88%     10.00%      12.25%      $117        $336         1.08
- ------------------------------------------------------------------------------
97-11        12.15%        --          --       $ 53        $ 95         0.40
- ------------------------------------------------------------------------------
97-12         9.70%        --          --       $ 86        $183         0.80
- ------------------------------------------------------------------------------
97-13        10.50%        --          --       $ 59        $ 99         0.93
- ------------------------------------------------------------------------------
97-14        10.00%        --          --       $ 59        $114         0.43
- ------------------------------------------------------------------------------
97-15         8.30%      8.50%      11.25%      $234        $251         0.86
- ------------------------------------------------------------------------------
97-16         9.50%        --          --       $168        $168         0.56
- ------------------------------------------------------------------------------
97-17        10.00%        --          --       $124        $215         0.77
- ------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
==============================================================
REGIONAL MALL SALES                                       1997
1997 TRANSACTION CHART
Cushman & Wakefield, Inc.
==============================================================
    SALE                                      SALE      YEAR
    NO.            PROPERTY/LOCATION          DATE     BUILT
- --------------------------------------------------------------
<S>         <C>                             <C>      <C>
97-18       CROSSROADS OF SAN ANTONIO        Oct-97   1981-
            San Antonio, Texas                          87
- --------------------------------------------------------------
97-19       THE OAKS MALL                    Sep-97   1978/
            Gainesville, Florida                      84/95
- --------------------------------------------------------------
97-20       WESTROADS MALL                   Sep-97   1968/
            Omaha, Nebraska                             95
- --------------------------------------------------------------
97-21       REGENCY SQUARE                   Sep-97   1975/
            Richmond, Virginia                          87
- --------------------------------------------------------------
97-22       SPRINGDALE MALL                  Sep-97   1960/
            Mobile, Alabama                             88
- --------------------------------------------------------------
97-23       STONEWOOD CENTER MALL            Aug-97   1958/
 (1)        Downey, California                          90
- --------------------------------------------------------------
97-24       SAN FRANCISCO CENTER             Aug-97    1988
 (1)        San Francisco, California
- --------------------------------------------------------------
97-25       DADELAND MALL                    Aug-97   1962/
 (2)        Miami, Florida                              91
- --------------------------------------------------------------
97-26       VISALIA MALL                     Jul-97  1963/95
            Visalia, California
- --------------------------------------------------------------
97-27       WEST TOWN MALL                   Jul-97   1972/
 (2)        Knoxville, Tennessee                        96
- --------------------------------------------------------------
97-28       MAZZA GALLERIE                   Jun-97    1977
            Chevy Chase, Maryland
- --------------------------------------------------------------
97-29       DAKOTA SQUARE                    Jun-97   1980/
 (3)        Minot, North Dakota                         88
- --------------------------------------------------------------
97-30       TRI-COUNTY MALL                  Jun-97   1960/
 (3)        Springfield, Cincinnati, Ohio               90
- --------------------------------------------------------------
97-31       SOUTHDALE CENTER                 Jun-97   1956/
 (3)        Edina, Minnesota                            91
- --------------------------------------------------------------
97-32       TOWN EAST MALL                   Jun-97   1971/
 (2)        Dallas, Texas                               88
- --------------------------------------------------------------
97-33       EDEN PRAIRIE CENTER              Jun-97   1976/
 (2)        Eden Prairie, Minnesota                     89
- --------------------------------------------------------------
97-34       SILVER LAKE MALL                 Jun-97    1989
            Coeur D'Alene, Idaho
- --------------------------------------------------------------
97-35       SOUTHLAKE MALL                   Jun-97   1976/
            Morrow, Georgia                             95
- --------------------------------------------------------------
97-36       WHEATON PLAZA                    May-97   1960/
 (2)        Wheaton, Maryland                           92
- --------------------------------------------------------------
97-37       BROOKWOOD VILLAGE MALL           May-97   1973/
            Birmingham, Alabama                         91
- --------------------------------------------------------------
97-38       TOWNE MALL                       May-97   1985/
            Elizabethtown, Kentucky                     90
- --------------------------------------------------------------
97-39       SECURITY SQUARE                  May-97   1972/
            Baltimore, Maryland                         86
- --------------------------------------------------------------

<CAPTION>
==================================================================================================================================
                                                                                           MALL      MALL                  MALL
    SALE                   GRANTOR/                                  TOTAL       SOLD      SHOP      SHOP       OCCU-      SHOP
    NO.                    GRANTEE                  SALE PRICE        GLA        GLA       GLA       RATIO      PANCY    SALES/SF
- ----------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                                   <C>            <C>          <C>       <C>       <C>        <C>        <C>
97-18             Crossroads Mall 1996 LP/        $ 15,000,000     711,231    711,231   176,109       24.8%      83.0%     $137
                       Red Oak Realty
- ----------------------------------------------------------------------------------------------------------------------------------
97-19               Prudential Insurance/         $116,000,000     909,120    771,392   351,199       38.6%      96.0%     $303
                  General Growth Properties
- ----------------------------------------------------------------------------------------------------------------------------------
97-20               Prudential Insurance/         $ 90,000,000   1,079,246    562,146   382,836       35.5%      94.9%     $297
                General Growth/Ivanhoe, Inc.
- ----------------------------------------------------------------------------------------------------------------------------------
97-21               Prudential Insurance/         $123,900,000     825,891    463,002   239,179       29.0%      99.0%     $426
                    Taubman Realty Group
- ----------------------------------------------------------------------------------------------------------------------------------
97-22                      Cigna/                 $ 26,050,000     926,386    478,386   190,074       20.5%      96.0%     $220
               CBL Associates Properties, Inc.
- ----------------------------------------------------------------------------------------------------------------------------------
97-23                Hughes Investments/          $ 92,000,000     927,000    927,000   356,253       38.4%      86.0%     $259
 (1)                The MaceRich Company
- ----------------------------------------------------------------------------------------------------------------------------------
97-24          U.S. Power San Francisco, Inc./    $120,730,000     499,930    499,930   187,930       37.6%      96.0%     $523
 (1)               Urban Shopping Centers
- ----------------------------------------------------------------------------------------------------------------------------------
97-25             Equitable Life Assurance/       $268,000,000   1,433,552    451,130   348,067       24.3%      92.0%     $649
 (2)                Simon DeBartolo Group
- ----------------------------------------------------------------------------------------------------------------------------------
97-26             Cigna Investments, Inc./        $ 38,000,000     439,500    439,500   174,000       39.6%      95.0%     $235
                       JP Realty Inc.
- ----------------------------------------------------------------------------------------------------------------------------------
97-27             Jaguar/RREEF USA Fund II/       $140,792,000   1,336,598    764,066   381,707       28.6%      90.0%     $350
 (2)                Simon DeBartolo Group
- ----------------------------------------------------------------------------------------------------------------------------------
97-28          5300 Wisconsin JV (Prudential)/    $ 28,000,000     274,034    274,034   121,081       44.2%        --        --
            City Center Retail Trust (McCaffery)
- ----------------------------------------------------------------------------------------------------------------------------------
97-29        Equitable Life Prime Property Fund/  $ 51,500,000     693,606    566,722   327,088       47.2%        --      $216
 (3)              Concordia LLC (O'Connor)
- ----------------------------------------------------------------------------------------------------------------------------------
97-30        Equitable Life Prime Property Fund/  $141,300,000   1,340,803    836,062   439,891       32.8%        --      $307
 (3)              Concordia LLC (O'Connor)
- ----------------------------------------------------------------------------------------------------------------------------------
97-31        Equitable Life Prime Property Fund/  $118,000,000   1,240,888    467,104   467,104       37.6%      95.0%     $354
 (3)              Concordia LLC (O'Connor)
- ----------------------------------------------------------------------------------------------------------------------------------
97-32              Atlantic Freeholds II/         $113,000,000   1,236,619    425,574   425,574       34.4%      93.0%     $305
 (2)           General Growth Properties, Inc.
- ----------------------------------------------------------------------------------------------------------------------------------
97-33                 GGP/Homart, Inc./           $ 19,900,000     864,443    325,843   325,843       37.7%      60.0%     $225
 (2)           General Growth Properties, Inc.
- ----------------------------------------------------------------------------------------------------------------------------------
97-34               Silver Lake Mall Ltd/         $ 27,000,000     331,543    331,543    97,165       29.3%      98.0%     $225
                       JP Realty Inc.
- ----------------------------------------------------------------------------------------------------------------------------------
97-35             Southlake Retail Venture/       $ 67,000,000   1,023,847    284,847   284,847       27.8%      88.0%     $280
                  General Growth Properties
- ----------------------------------------------------------------------------------------------------------------------------------
97-36                 Gudelsky Family/            $ 51,000,000   1,006,301    827,213   353,020       35.1%        --      $332
 (2)                  Westfield America
- ----------------------------------------------------------------------------------------------------------------------------------
97-37             Berkshire Realty Company/       $ 34,500,000     699,628    699,628   362,000       51.7%      92.0%     $220
                  Colonial Properties Trust
- ----------------------------------------------------------------------------------------------------------------------------------
97-38            Heitman Retail Properties/       $ 22,100,000     340,564    340,564   149,692       44.0%      68.0%     $223
                       Towne Mall LLC
- ----------------------------------------------------------------------------------------------------------------------------------
97-39            Security Square Associates/      $ 44,500,000   1,038,033    363,622   266,157       25.6%      78.0%     $250
                 Mountain Development Corp.
- ----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
==========================================================================================================
                                      CAPITALIZATION RATES                UNIT RATE COMPARISON
                                     ----------------------             ------------------------
    SALE                               GOING-IN   TERMINAL               PRICE/GLA   PRICE/MALL    SALES
    NO.          NOI        NOI/SF       OAR         OAR        IRR      PURCHASED    SHOP GLA    MULTIPLE
- ----------------------------------------------------------------------------------------------------------
<S>         <C>           <C>        <C>         <C>        <C>         <C>         <C>          <C>
97-18       $ 1,500,000    $  2.11       10.00%        --          --       $ 21        $ 85         0.62
- ----------------------------------------------------------------------------------------------------------
97-19       $ 9,520,720    $ 12.34        8.21%      8.75%      11.75%      $150        $330         1.09
- ----------------------------------------------------------------------------------------------------------
97-20       $ 7,798,307    $ 13.87        8.66%      9.25%      12.30%      $160        $235         0.79
- ----------------------------------------------------------------------------------------------------------
97-21       $ 9,671,240    $ 20,89        7.81%      8.25%      12.80%      $268        $518         1.22
- ----------------------------------------------------------------------------------------------------------
97-22       $ 2,900,000    $  6.06       11.13%        --          --       $ 54        $137         0.62
- ----------------------------------------------------------------------------------------------------------
97-23       $ 8,700,000    $  9.39        9.46%        --          --       $ 99        $258         1.00
 (1)  
- ----------------------------------------------------------------------------------------------------------
97-24       $ 8,947,952    $ 17.90        7.41%      7.40%         --       $241        $642         1.23
 (1)
- ----------------------------------------------------------------------------------------------------------
97-25       $19,672,000    $ 43.61        7.34%        --          --       $594        $770         1.19
 (2)
- ----------------------------------------------------------------------------------------------------------
97-26       $ 3,800,000    $  8.65       10.00%        --          --       $ 86        $218         0.93
- ----------------------------------------------------------------------------------------------------------
97-27       $13,427,160    $ 17.57        9.54%      8.50%      11.00%      $184        $369         1.05
 (2)
- ----------------------------------------------------------------------------------------------------------
97-28                --         --          --         --          --       $102        $231          --
- ----------------------------------------------------------------------------------------------------------
97-29       $ 4,583,500    $  8.09        8.90%      9.50%      12.00%      $ 91        $157         0.73
 (3)
- ----------------------------------------------------------------------------------------------------------
97-30       $12,010,500    $ 14.37        8.50%      9.00%      11.90%      $169        $321         1.05
 (3)
- ----------------------------------------------------------------------------------------------------------
97-31       $ 9,558,000    $ 20.46        8.10%      8.50%      11.90%      $253        $253         0.71
 (3)
- ----------------------------------------------------------------------------------------------------------
97-32       $10,000,000    $ 23.50        8.85%        --          --       $266        $266         0.87
 (2)
- ----------------------------------------------------------------------------------------------------------
97-33       $ 1,800,000    $  5.52        9.05%        --          --       $ 61        $ 61         0.27
 (2)
- ----------------------------------------------------------------------------------------------------------
97-34       $ 2,700,000    $  8.14       10.00%        --          --       $ 81        $278         1.24
- ----------------------------------------------------------------------------------------------------------
97-35       $ 6,500,000    $ 22.82        9.70%        --          --       $235        $235         0.84
- ----------------------------------------------------------------------------------------------------------
97-36       $ 5,049,000    $  6.10        9.90%        --          --       $ 62        $144         0.44
 (2)
- ----------------------------------------------------------------------------------------------------------
97-37       $ 3,460,350    $  4.95       10.03%        --          --       $ 49        $ 95         0.43
- ----------------------------------------------------------------------------------------------------------
97-38       $ 2,400,000    $  7.05       10.86%        --          --       $ 65        $148         0.66
- ----------------------------------------------------------------------------------------------------------
97-39       $ 4,904,898    $ 13.49       11.02%     11.00%         --       $122        $167         0.67
- ----------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
==============================================================================================
REGIONAL MALL SALES                                                       1997
1997 TRANSACTION CHART
Cushman & Wakefield, Inc.
==============================================================================================
    SALE                                    SALE     YEAR                GRANTOR/
    NO.           PROPERTY/LOCATION         DATE    BUILT                GRANTEE
- ----------------------------------------------------------------------------------------------
<S>         <C>                           <C>      <C>     <C>
97-40       CENTURY PLAZA                 May-97   1975/         Century Plaza Company/
            Birmingham, Alabama                      95        General Growth Properties
- ----------------------------------------------------------------------------------------------
97-41       SOMERSET MALL                 May-97    1981                  N/A
            Somerset, Kentucky                                            N/A
- ----------------------------------------------------------------------------------------------
97-42       PF PROPERTIES PORTFOLIO        4/997   1973/             PF Properties/
            1) University Mall                       79    University Mall and Parkwood Mall
            Chapel Hill, North Carolina                             Properties, LLC
            2) Parkwood Mall and Plaza
            Wilson, North Carolina
- ----------------------------------------------------------------------------------------------
97-43       MONTEHIEDRA TOWN CENTER       Apr-97   1993/     Big Beaver Rio & Kmart Corp./
            Rio Piedras, Puerto Rico                 94     Vornado Montehiedra Acquisition
- ----------------------------------------------------------------------------------------------
97-44       MANHATTAN MALL                Apr-97    1989           SZS 33 Associates/
            New York, New York                                       Andrew Penson
- ----------------------------------------------------------------------------------------------
97-45       DAYTON MALL                   Mar-97   1969/         Heitman/JMB Advisory/
            Dayton, Ohio                           84/94         Glimcher Realty Trust
- ----------------------------------------------------------------------------------------------
97-46       SOUTH TOWNE CENTER            Mar-97   1986/      Zell Merrill Lynch RE Opp./
            Sandy, Utah                              97           The Macerich Company
- ----------------------------------------------------------------------------------------------
97-47       MARKETPLACE SHOPPING CENTER   Mar-97   1976/           Champaign Venture/
            Champaign, Illinois                     1988       General Growth Properties
- ----------------------------------------------------------------------------------------------
97-48       TYSONS CORNER CENTER          Feb-97   1968/     State of Alaska Pension Fund/
 (2)        Fairfax ,VA                              98        Lsd Fee & Part. Leasehold
- ----------------------------------------------------------------------------------------------
97-49       PUEBLO MALL                   Feb-97    1976           The Hahn Company/
            Pueblo, Colorado                                   Equities Development Corp.
- ----------------------------------------------------------------------------------------------
97-50       SHADY BROOK MALL              Jan-97   1980/   Equitable Life Assurance Society/
            Columbia, Tennessee                      98           GE Investment Corp.
            Survey Low:
            Survey High:
            SURVEY MEAN:
            SURVEY MEAN FOR CENTERS WHERE NO ANCHORS ARE OWNED BY MALL OWNER:
            SURVEY MEAN FOR CENTERS WHERE AT LEAST ONE ANCHOR IS OWNED BY MALL OWNER:
- ----------------------------------------------------------------------------------------------

<CAPTION>
===========================================================================================================================
                                                         NEXT        MALL                  MALL
    SALE                       TOTAL        SOLD         SHOP        SHOP       OCCU-      SHOP
    NO.       SALE PRICE        GLA          GLA          GLA        RATIO      PANCY    SALES/SF       NOI        NOI/SF
- ---------------------------------------------------------------------------------------------------------------------------
<S>         <C>            <C>          <C>          <C>          <C>        <C>        <C>        <C>           <C>
97-40       $ 32,000,000     727,309      574,943      237,896        32.7%      68.0%     $246    $ 3,500,000    $  6.09
- ---------------------------------------------------------------------------------------------------------------------------
97-41       $  3,865,000     215,140      157,286      105,961        49.3%      87.0%       --    $   493,580    $  3.14
- ---------------------------------------------------------------------------------------------------------------------------
97-42       $ 47,400,000     948,842      948,842      401,134        42.3%      80.0%     $250    $ 4,347,000    $  4.58
- ---------------------------------------------------------------------------------------------------------------------------
97-43       $ 74,400,000     525,452      525,452      200,050        38.1%      99.0%     $340    $ 7,621,000    $ 14.50
- ---------------------------------------------------------------------------------------------------------------------------
97-44       $135,000,000     847,602      847,602      195,728        23.1%      80.0%     $350    $12,500,000    $ 14.75
- ---------------------------------------------------------------------------------------------------------------------------
97-45       $ 91,000,000   1,329,514      663,375      484,689        36.5%      80.1%     $220    $ 8,645,000    $ 13.03
- ---------------------------------------------------------------------------------------------------------------------------
97-46       $ 98,000,000   1,229,054    1,229,054      450,000        36.6%      83.0%     $250    $ 8,400,000    $  6.83
- ---------------------------------------------------------------------------------------------------------------------------
97-47       $ 70,000,000     831,111      831,111      188,302        22.7%      92.0%     $275    $ 6,300,000    $  7.58
- ---------------------------------------------------------------------------------------------------------------------------
97-48       $412,000,000   1,874,101    1,874,101      832,473        44.4%      95.0%     $455    $30,500,000    $ 16.27
 (2)   
- ---------------------------------------------------------------------------------------------------------------------------
97-49       $ 22,250,000     579,730      293,396      196,868        34.0%        --      $200    $ 2,619,779    $  8.93
- ---------------------------------------------------------------------------------------------------------------------------
97-50       $ 11,050,000     282,272      282,272      107,282        38.0%      94.0%     $200    $ 1,289,488    $  4.57
- ---------------------------------------------------------------------------------------------------------------------------
            $  3,865,000     215,140      157,286       97,165        20.5%      60.0%     $106    $   493,580    $  2.11
- ---------------------------------------------------------------------------------------------------------------------------
            $412,000,000   2,736,175    1,874,101    1,054,594        51.7%      99.0%     $649    $30,500,000    $ 43.61
- ---------------------------------------------------------------------------------------------------------------------------
            $ 83,367,740     946,225      608,149      324,301        34.9%      86.6%     $288    $ 7,476,625    $ 12.55
- ---------------------------------------------------------------------------------------------------------------------------
            $ 70,428,571     960,636      331,103      331,103        34.3%      87.4%     $291    $ 6,144,821    $ 17.88
- ---------------------------------------------------------------------------------------------------------------------------
            $ 85,474,116     943,879      653,249      323,194        35.0%      86.7%     $286    $ 7,698,592    $ 11.66
- ---------------------------------------------------------------------------------------------------------------------------

<CAPTION>
=================================================================================
             CAPITALIZATION RATES                UNIT RATE COMPARISON
            ----------------------             ------------------------
    SALE      GOING-IN   TERMINAL               PRICE/GLA   PRICE/MALL    SALES
    NO.         OAR         OAR        IRR      PURCHASED    SHOP GLA    MULTIPLE
- ---------------------------------------------------------------------------------
<S>         <C>         <C>        <C>         <C>         <C>          <C>
97-40           10.94%        --          --       $ 56        $135         0.55
- ---------------------------------------------------------------------------------
97-41           12.77%        --       13.43%      $ 25        $ 36          --
- ---------------------------------------------------------------------------------
97-42            9.17%     10.50%         --       $ 50        $118         0.47
- ---------------------------------------------------------------------------------
97-43           10.24%        --          --       $142        $372         1.09
- ---------------------------------------------------------------------------------
97-44            9.26%        --          --       $159        $690         1.97
- ---------------------------------------------------------------------------------
97-45            9.50%      9.25       12.00%      $137        $188         0.85
- ---------------------------------------------------------------------------------
97-46            8.57%        --          --       $ 80        $218         0.87
- ---------------------------------------------------------------------------------
97-47            9.00%        --          --       $ 84        $372         1.35
- ---------------------------------------------------------------------------------
97-48            7.40%        --       10.50%      $220        $495         1.09
 (2)   
- ---------------------------------------------------------------------------------
97-49           11.77%        --          --       $ 76        $113         0.57
- ---------------------------------------------------------------------------------
97-50           11.67%        --          --       $ 39        $103         0.51
- ---------------------------------------------------------------------------------
                 7.34%      7.40%      10.50%      $ 21        $ 36         0.27
- ---------------------------------------------------------------------------------
                12.77%     11.00%      13.43%      $594        $770         1.97
- ---------------------------------------------------------------------------------
                 9.65%      9.11%      11.59%      $139        $250         0.84
- ---------------------------------------------------------------------------------
                 9.00%      8.50%      11.90%      $201        $201         0.68
- ---------------------------------------------------------------------------------
                 9.76%      9.16%      11.93%      $129        $258         0.87
- ---------------------------------------------------------------------------------
</TABLE>

- -------
(1) Leasehold interest.
(2) Partial interest adjusted to reflect 100% interest.
(3) Based on allocated sale price; part of 3-property transaction.
(4) Based on allocated sale price; part of 2-property transaction.
(5) Based on stabilized net income.

<PAGE>

<TABLE>
<CAPTION>
===============================================================
REGIONAL MALL SALES                                        1998
1998 TRANSACTION CHART
Cushman & Wakefield, Inc.
===============================================================
    SALE                                         SALE     YEAR
    NO.              PROPERTY/LOCATION           DATE    BUILT
- ---------------------------------------------------------------
<S>         <C>                                <C>      <C>
98-1        BURNSVILLE CENTER                  Feb-98   1977/
            Burnsville, Minnesota                         89
- ---------------------------------------------------------------
98-2        PHIPPS PLAZA                       Jan-98   1968/
            Atlanta, Georgia                              94
- ---------------------------------------------------------------
98-3        ASHEVILLE MALL                     Jan-98   1975/
            Asheville, North Carolina                     94
- ---------------------------------------------------------------
98-4        CORDOVA MALL                       Jan-98   1971/
            Pensacola, Florida                            87
- ---------------------------------------------------------------
98-5        CRESTWOOD PLAZA                    Jan-98   1957/
            St. Louis, Missouri                           97
- ---------------------------------------------------------------
98-6        SUPER MALL OF THE GREAT N.W. (1)   Jan-98   1956/
            Auburn, Washington                            91
- ---------------------------------------------------------------
98-7        STROUD MALL                        Apr-98   1978/
            Stroudsberg, PA                               94
- ---------------------------------------------------------------
98-8        SOUTHWEST PLAZA                    Apr-98   1983/
            Litteton, CO                                  95
- ---------------------------------------------------------------
98-9        JACKSONVILLE MALL                  May-98    1981
            Jacksonville, NC
- ---------------------------------------------------------------
98-10       CROSSROADS MALL                    May-98   1981/
            Mount Hope, WV                                97
- ---------------------------------------------------------------
98-11       ORLANDO FASHION SQUARE             May-98   1973/
            Orlando, FL                                   93
- ---------------------------------------------------------------
98-12       VILLAGE MALL                       Jun-98   1975/
   (1)      Danville, Ill.                              85/90
- ---------------------------------------------------------------
98-13       GREENVILLE MALL                    Jun-98   1978/
            GREENVILLE, SC                                95
- ---------------------------------------------------------------
98-14       SOUTH PLAINS MALL                  Jun-98
            LUBBOCK, TX
- ---------------------------------------------------------------
98-15       NORTHOWN MALL                      Jun-98   1972/
            Blaine, MN                                    86
- ---------------------------------------------------------------
98-16       WESTSIDE PAVILLION                 Jul-98   1985/
            West Los Angeles, CA                         1991
            Survey Low:
            Survey High:
            SURVEY MEAN:
            SURVEY MEAN FOR CENTERS WHERE NO ANCHORS ARE OWNED:
            SURVEY MEAN FOR CENTERS WHERE AT LEAST ONE ANCHOR
            IS OWNED:
- ---------------------------------------------------------------

<CAPTION>
==================================================================================================================================
                                                                                           MALL      MALL                  MALL
    SALE                  GRANTOR/                                 TOTAL        SOLD       SHOP      SHOP       OCCU-      SHOP
    NO.                    GRANTEE                 SALE PRICE       GLA         GLA        GLA       RATIO      PANCY    SALES/SF
- ----------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                                  <C>            <C>         <C>         <C>       <C>        <C>        <C>
98-1           Corporate Property Investors/      $ 81,000,000   1,078,253   1,078,253  417,030       38.7%      84.0%     $284
                     CBL & Associates
- ----------------------------------------------------------------------------------------------------------------------------------
98-2                   ERE Yarmouth/              $188,000,000     823,000     823,000  372,457       45.3%     N/A         N/A
               Corporate Property Investors
- ----------------------------------------------------------------------------------------------------------------------------------
98-3                 RL Coleman & Co.             $ 65,000,000   1,042,000     489,000  440,000       42.2%      98.5%     $280
                      CBL Associates
- ----------------------------------------------------------------------------------------------------------------------------------
98-4        Robert B. Aikens & Associates LLC/    $ 85,000,000     874,000     376,368  376,368       43.1%      91.0%     $300
                   Simon DeBartolo Group
- ----------------------------------------------------------------------------------------------------------------------------------
98-5             Crestwood Plaza S.C. LLC/        $106,400,000   1,021,132   1,021,132  382,214       37.4%      91.0%     $300
                     Westfield America
- ----------------------------------------------------------------------------------------------------------------------------------
98-6          Hapsmith/Rosche Capital Corp./      $103,000,000     905,791     905,791  415,319       45.9%      75.0%     $185
                  Glimcher Properties LP
- ----------------------------------------------------------------------------------------------------------------------------------
98-7                   ERE Yarmouth/              $ 38,100,000     427,145     427,145  184,145       43.1%      86.0%     $294
             CBL & Associates Properties Inc.
- ----------------------------------------------------------------------------------------------------------------------------------
98-8            Southwest Property Venture/       $113,000,000   1,270,110     438,000  438,000       34.5%      83.0%     $265
              General Growth Properties, Inc.
- ----------------------------------------------------------------------------------------------------------------------------------
98-9             Beckley-Jacksonville LP/         $ 38,000,000     384,000     384,000  167,640       43.7%      98.0%     $286
                Crown American Realty Trust
- ----------------------------------------------------------------------------------------------------------------------------------
98-10            Beckley-Jacksonville LP/         $ 23,000,000     456,000     456,000  182,400       40.0%      76.0%     $220
                Crown American Realty Trust
- ----------------------------------------------------------------------------------------------------------------------------------
98-11              Fund A Orlando, Inc./          $104,000,000   1,070,000     708,568  362,425       33.9%     N/A        $329
                 Colonial Properties Trust
- ----------------------------------------------------------------------------------------------------------------------------------
98-12             Interstate RE Services/         $ 23,200,000     477,577     477,577  126,088       26.4%      72.0%     $144
   (1)              DRA Advisors, Inc.
- ----------------------------------------------------------------------------------------------------------------------------------
98-13             Marvest Property Trust/         $ 36,000,000     789,532     602,532  232,025       29.4%      55.0%     $219
                    DRA Advisors, Inc.
- ----------------------------------------------------------------------------------------------------------------------------------
98-14         South Plains Mall Assoc., LTD/      $115,700,000   1,107,000   1,107,000  365,215       33.0%      92.0%     $300
                     The Macerich Co.
- ----------------------------------------------------------------------------------------------------------------------------------
98-15                 Northtown LLP/              $ 54,000,000     846,248     459,000  287,078       33.9%      70.0%     $240
                   Glimcher Realty Trust
- ----------------------------------------------------------------------------------------------------------------------------------
98-16                  Westpal, LLC/              $170,500,000     755,912     535,912  354,349       46.9%      83.4%     $373
                   The MaceRich Company
- ----------------------------------------------------------------------------------------------------------------------------------
                                                  $ 23,000,000     384,000     376,368  126,088       26.4%      55.0%     $144
- ----------------------------------------------------------------------------------------------------------------------------------
                                                  $188,000,000   1,270,110   1,107,000  440,000       46.9%      98.5%     $373
- ----------------------------------------------------------------------------------------------------------------------------------
                                                  $ 83,993,750     832,981     643,080  318,922       38.6%      82.5%     $268
- ----------------------------------------------------------------------------------------------------------------------------------
                                                  $ 99,000,000   1,072,055     407,184  407,184       38.8%      87.0%     $283
- ----------------------------------------------------------------------------------------------------------------------------------
                                                  $ 81,850,000     798,828     676,779  306,313       38.5%      81.7%     $266
- ----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
=========================================================================================================
                                     CAPITALIZATION RATES                UNIT RATE COMPARISON
                                     ---------------------             ------------------------
    SALE                              GOING-IN   TERMINAL               PRICE/GLA   PRICE/MALL    SALES
    NO.          NOI        NOI/SF       OAR        OAR        IRR      PURCHASED    SHOP GLA    MULTIPLE
- ---------------------------------------------------------------------------------------------------------
<S>         <C>           <C>        <C>        <C>        <C>         <C>         <C>          <C>
98-1         $ 6,804,000   $  6.31       8.40%        --          --       $ 75        $194         0.68
- ---------------------------------------------------------------------------------------------------------
98-2         $13,912,000   $ 16.90       7.40%        --          --       $228        $505        N/A
- ---------------------------------------------------------------------------------------------------------
98-3         $ 5,395,000   $ 11.03       8.30%        --          --       $133        $148         0.53
- ---------------------------------------------------------------------------------------------------------
98-4         $ 7,560,000   $ 20.09       9.00%        --          --       $226        $226         0.75
- ---------------------------------------------------------------------------------------------------------
98-5         $ 9,800,000   $  9.60       9.21%        --          --       $104        $278         0.93
- ---------------------------------------------------------------------------------------------------------
98-6         $12,370,000   $ 13.66      12.01%        --          --       $114        $248         1.34
- ---------------------------------------------------------------------------------------------------------
98-7         $ 3,188,970   $  7.47       8.37%        --          --       $ 89        $207         0.70
- ---------------------------------------------------------------------------------------------------------
98-8         $10,500,000   $ 23.97       9.29%        --          --       $258        $258         0.97
- ---------------------------------------------------------------------------------------------------------
98-9         $ 3,572,000   $  9.30       9.40%        --          --       $ 99        $227         0.79
- ---------------------------------------------------------------------------------------------------------
98-10        $ 2,760,000   $  6.05      12.00%        --          --       $ 50          --          --
- ---------------------------------------------------------------------------------------------------------
98-11        $ 9,391,200   $ 13.25       9.03%        --          --       $147        $287         0.87
- ---------------------------------------------------------------------------------------------------------
98-12        $ 2,697,500   $  5.65      11.63%        --          --       $ 49        $184         1.28
   (1)
- ---------------------------------------------------------------------------------------------------------
98-13        $ 3,558,800   $  5.91       9.89%        --          --       $ 60        $155         0.71
- ---------------------------------------------------------------------------------------------------------
98-14        $10,065,900   $  9.09       8.70%        --          --       $105        $317         1.06
- ---------------------------------------------------------------------------------------------------------
98-15        $ 5,400,000   $ 11.76      10.00%        --          --       $118        $188         0.78
- ---------------------------------------------------------------------------------------------------------
98-16        $14,002,000   $ 26.13       8.21%      9.00%      11.00%      $318        $481         1.29
- ---------------------------------------------------------------------------------------------------------
             $ 2,697,500   $  5.65       7.40%      9.00%      11.00%      $ 49        $148         0.53
- ---------------------------------------------------------------------------------------------------------
             $14,002,000   $ 26.13      12.01%      9.00%      11.00%      $318        $505         1.34
- ---------------------------------------------------------------------------------------------------------
             $ 7,561,086   $ 12.26       9.43%        --          --       $136        $260         0.91
- ---------------------------------------------------------------------------------------------------------
             $ 9,030,000   $ 22.03       9.15%        --          --       $242        $242         0.86
- ---------------------------------------------------------------------------------------------------------
             $ 7,351,241   $ 10.87       9.47%        --          --       $121        $263         0.91
- ---------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                                    COMPETITIVE MARKET ANALYSIS
- -------------------------------------------------------------------------------

        While these unit prices implicitly contain both the physical and
economic factors affecting the real estate, the statistics do not explicitly
convey many of the details surrounding a specific property. Thus, this single
index to the valuation of the subject property has limited direct application.
The price per square foot of mall shop GLA acquired yields one common form of
comparison. However, this can be distorted if anchor and/or other major tenants
generate a significant amount of income. Chart A, following, shows this
relationship along with other selected indices.

<TABLE>
<CAPTION>
 ===========================================================================================================
                                                 CHART A *
                                          SELECTED AVERAGE INDICES
 ===========================================================================================================
    TRANSACTION       PRICE/SF OF TOTAL GLA        PRICE/SF OF MALL SHOPS        MEAN SALES        MEAN  
       YEAR               RANGE/MEAN**               RANGE/OVERALL MEAN           MULTIPLE          OAR
 ===========================================================================================================
      <S>                 <C>                          <C>                         <C>            <C>  
       1991                $156 - $556                  $203 - $556                 1.17           6.44%
                              $282                          $357
 -----------------------------------------------------------------------------------------------------------
       1992                $136 - $511                  $226 - $511                 1.07           7.31%
                              $259                          $320
 -----------------------------------------------------------------------------------------------------------
       1993                $ 73 - $471                  $173 - $647                 1.15           7.92%
                              $242                          $363
 -----------------------------------------------------------------------------------------------------------
       1994                $ 83 - $378                  $129 - $502                 0.96           8.37%
                              $197                          $288
 -----------------------------------------------------------------------------------------------------------
       1995                $ 53 - $686                  $ 93 - $686                 0.96           9.13%
                              $193                          $284
 -----------------------------------------------------------------------------------------------------------
       1996                $ 44 - $534                  $119 - $534                 0.85           9.44%
                              $187                          $242
 ----------------------------------------------------------------------------------------------------------- 
       1997                $ 21 - $594                  $ 36 - $770                 0.84           9.65%
                              $139                          $250
 -----------------------------------------------------------------------------------------------------------
       1998                $ 49 - $318                  $ 148 - $505                0.91           9.43%
                              $136                          $260
 ===========================================================================================================
 *       Includes all transactions for particular year
 **      Based on total GLA acquired
 ===========================================================================================================
</TABLE>

        The chart above shows that the annual average price per square foot of
total GLA acquired has ranged from $110 to $282 per square foot. A declining
trend has been in evidence as cap rates have risen. As discussed, one of the
factors that may influence the unit rate is whether or not anchor stores are
included in the total GLA that is transferred. Thus, a further refinement can
be made between those malls that have transferred with anchor space and those
that have included only mall GLA. The price per square foot of mall shop GLA
has declined from a high of $357 per square foot in 1991 to $260 per square
foot in 1998.

- -------------------------------------------------------------------------------
                                     -55-

<PAGE>

                                                    COMPETITIVE MARKET ANALYSIS
- -------------------------------------------------------------------------------

        In order to gain a better perspective into this measure, we can isolate
only those sales that involved a transfer of the mall shop GLA. Chart B,
following, makes this distinction. We have displayed only the more recent
transactions (1996-1998).

<TABLE>
<CAPTION>
=================================================================================================================
                                                  CHART B
                                       REGIONAL MALL SALES INVOLVING
                                            MALL SHOP SPACE ONLY
=================================================================================================================
                1996                                  1997                                 1998
=================================================================================================================
   SALE          UNIT         NOI        SALE         UNIT      NOI PER      SALE          UNIT       NOI PER   
    NO.          RATE        PER SF       NO.         RATE         SF         NO.          RATE          SF
=================================================================================================================
  <S>           <C>         <C>         <C>          <C>        <C>         <C>           <C>         <C>   
   96- 9         $126        $15.12      97- 3        $273       $21.97      98- 4         $226        $20.09
- -----------------------------------------------------------------------------------------------------------------
   96-11         $144        $14.84      97- 4        $153       $14.11      97- 8         $258        $23.97
- -----------------------------------------------------------------------------------------------------------------
   96-12         $281        $25.12      97- 16       $168       $15.97
- -----------------------------------------------------------------------------------------------------------------
   96-13         $433        $30.34      97- 31       $253       $20.46
- -----------------------------------------------------------------------------------------------------------------
   96-19         $145        $11.27      97- 35       $280       $22.82
- -----------------------------------------------------------------------------------------------------------------
   96-20         $270        $29.74
- -----------------------------------------------------------------------------------------------------------------
   96-21         $534        $40.03
- -----------------------------------------------------------------------------------------------------------------
   96-24         $508        $35.57
- -----------------------------------------------------------------------------------------------------------------
   96-26         $342        $29.11
- -----------------------------------------------------------------------------------------------------------------
   96-27         $225        $17.32
- -----------------------------------------------------------------------------------------------------------------
   96-28         $239        $17.44
=================================================================================================================
  MEAN           $295        $24.17                   $225       $19.07                    $242        $22.03
=================================================================================================================
</TABLE>

        From the above we see that the mean unit rate for sales involving mall
shop GLA only has ranged from approximately $126 to $534 per square foot with
yearly averages of $295, $225, and $242 per square foot, respectively for the
most recent three-year period. We recognized that these averages may be skewed
somewhat by the size of the sample.

        Alternately, where anchor store GLA has been included in the sale, the
unit rate is shown to range widely from $25 to $380 per square foot of salable
area, indicating a mean of $123 per square foot in 1996, and only $100 per
square foot in 1997. Chart C, following, depicts this data.

- -------------------------------------------------------------------------------
                                     -56-

<PAGE>

                                                    COMPETITIVE MARKET ANALYSIS
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
=================================================================================================================
                                                   CHART C
                                        REGIONAL MALL SALES INVOLVING
                                          MALL SHOPS AND ANCHOR GLA
=================================================================================================================
                1996                                  1997                                  1998
=================================================================================================================
    SALE         UNIT         NOI         SALE         UNIT        NOI          SALE         UNIT        NOI
    NO.          RATE       PER SF         NO.         RATE       PER SF        NO.          RATE       PER SF
=================================================================================================================
<S>              <C>        <C>          <C>           <C>       <C>          <C>             <C>       <C>  
   96- 1          $278       $22.54       97- 1         $422      $32.68       98- 1           $75       $6.31
- -----------------------------------------------------------------------------------------------------------------
   96- 2          $380       $29.44       97- 2         $133      $13.15       98- 2          $228      $16.90
- -----------------------------------------------------------------------------------------------------------------
   96- 3           $77        $8.17       97- 5         $179      $15.08       98- 3          $133      $11.03
- -----------------------------------------------------------------------------------------------------------------
   96- 4           $44        $5.36       97- 6         $186      $17.67       98- 5          $104       $9.60
- -----------------------------------------------------------------------------------------------------------------
   96- 5          $130       $13.62       97- 7         $103      $10.26       98- 6          $114      $13.66
- -----------------------------------------------------------------------------------------------------------------
   96- 6          $129       $13.57       97- 8          $68       $8.22       98- 7           $89       $7.47
- -----------------------------------------------------------------------------------------------------------------
   96- 7          $108       $10.70       97- 9          $63       $7.84       98- 9           $99       $9.30
- -----------------------------------------------------------------------------------------------------------------
   96- 8          $122       $11.60       97-10         $117      $11.55       98-10           $50       $6.05
- -----------------------------------------------------------------------------------------------------------------
   96-10           $58        $6.58       97-11          $53       $6.40       98-11          $147      $13.25
- -----------------------------------------------------------------------------------------------------------------
   96-14           $73        $8.02       97-12          $86       $8.33       98-12           $49       $5.65
- -----------------------------------------------------------------------------------------------------------------
   96-15          $102       $10.21       97-13          $59       $6.19       98-13           $60       $5.91
- -----------------------------------------------------------------------------------------------------------------
   96-16          $117       $10.96       97-14          $59       $5.85       98-14          $105       $9.09
- -----------------------------------------------------------------------------------------------------------------
   96-17           $77        $7.78       97-15         $234      $19.39       98-15          $118      $11.76
- -----------------------------------------------------------------------------------------------------------------
   96-22           $91        $8.40       97-18          $21       $2.11       98-16          $318      $26.13
- -----------------------------------------------------------------------------------------------------------------
   96-23           $66        $6.81       97-19         $150      $12.34
- -----------------------------------------------------------------------------------------------------------------
   96-25          $170       $12.75       97-20         $160      $13.87
- -----------------------------------------------------------------------------------------------------------------
   96-29           $75        $8.01       97-21         $268      $20.89
- -----------------------------------------------------------------------------------------------------------------
                                          97-22          $54       $6.06
- -----------------------------------------------------------------------------------------------------------------
                                          97-23          $99       $9.39
- -----------------------------------------------------------------------------------------------------------------
                                          97-24         $241      $17.90
- -----------------------------------------------------------------------------------------------------------------
                                          97-25         $594      $43.61
- -----------------------------------------------------------------------------------------------------------------
                                          97-26          $86       $8.65
- -----------------------------------------------------------------------------------------------------------------
                                          97-27         $184      $17.57
- -----------------------------------------------------------------------------------------------------------------
                                          97-29          $91       $8.09
- -----------------------------------------------------------------------------------------------------------------
                                          97-30         $169      $14.37
- -----------------------------------------------------------------------------------------------------------------
                                          97-34          $81       $8.14
- -----------------------------------------------------------------------------------------------------------------
                                          97-36          $62       $6.10
- -----------------------------------------------------------------------------------------------------------------
                                          97-37          $49       $4.95
- ----------------------------------------------------------------------------------------------------------------- 
                                          97-38          $65       $7.05
- -----------------------------------------------------------------------------------------------------------------
                                          97-39         $122      $13.49
- -----------------------------------------------------------------------------------------------------------------
                                          97-40          $56       $6.09
- -----------------------------------------------------------------------------------------------------------------
                                          97-41          $25       $3.14
- -----------------------------------------------------------------------------------------------------------------
                                          97-42          $50       $4.58
- -----------------------------------------------------------------------------------------------------------------
                                          97-43         $142      $14.50
- -----------------------------------------------------------------------------------------------------------------
                                          97-44         $159      $14.75
- -----------------------------------------------------------------------------------------------------------------
                                          97-45         $137      $13.03
- -----------------------------------------------------------------------------------------------------------------
                                          97-46          $80       $6.83
- -----------------------------------------------------------------------------------------------------------------
                                          97-47          $84       $7.58
- -----------------------------------------------------------------------------------------------------------------
                                          97-48         $220      $16.27
- -----------------------------------------------------------------------------------------------------------------
                                          97-49          $76       $8.93
- -----------------------------------------------------------------------------------------------------------------
                                          97-50          $39       $4.57
=================================================================================================================
    MEAN          $123       $11.44                     $130      $11.65                      $121      $10.87
=================================================================================================================
</TABLE>

- -------------------------------------------------------------------------------
                                     -57-

<PAGE>

                                                    COMPETITIVE MARKET ANALYSIS
- -------------------------------------------------------------------------------

        ANALYSIS OF SALES

        Within Charts B and C, we have presented a summary of several
transactions involving regional and super-regional-sized retail shopping malls
from which price trends may be identified for the extraction of value
parameters. These transactions have been segregated by year of acquisition so
as to lend additional perspective on our analysis. Comparability in both
physical and economic characteristics is the most important criteria for
analyzing sales in relation to the subject property. However, it is also
important to recognize the fact that regional shopping malls are distinct
entities by virtue of age and design, visibility and accessibility, the market
segmentation created by anchor stores and tenant mix, the size and purchasing
power of the particular trade area, and competency of management. Thus, the
Sales Comparison Approach, when applied to a property such as the subject can,
at best, only outline the parameters in which the typical investor operates.
The majority of these sales transferred either on an all cash (100 percent
equity) basis or its equivalent utilizing market-based financing. Where
necessary, we have adjusted the purchase price to its cash equivalent basis for
the purpose of comparison.

        As suggested, sales that include anchors typically have lower square
foot unit prices. In our discussions with major shopping center owners and
investors, we learned that capitalization rates and underwriting criteria have
become more sensitive to the contemporary issues dealing with the department
store anchors. As such, investors are looking more closely than ever at the
strength of the anchors when evaluating an acquisition.

        As the reader shall see, we have attempted to make comparisons of the
transactions to the subject primarily along economic lines. For the most part,
the transactions have involved dominant or strong Class A centers in top 50 MSA
locations which generally have solid, expanding trade areas and good income
profiles. Some of the other transactions are in decidedly inferior second tier
locations with limited growth potential and near term vacancy problems. These
sales tend to reflect lower unit rates and higher capitalization rates.

- -------------------------------------------------------------------------------
                                     -58-

<PAGE>

                                                    COMPETITIVE MARKET ANALYSIS
- -------------------------------------------------------------------------------

        =================================             
         APPLICATION TO SUBJECT PROPERTY
        =================================             

        We have ranked the subject according to the investor "hot buttons"
mentioned previously. A rating of 1 is poor and 5 is good for each category.

<TABLE>
<CAPTION>
=====================================================================================================================
            HOT BUTTON                  SUBJECT RATING                               REASON
=====================================================================================================================
<S>                                          <C>           <C>            
Occupancy Costs                               3             Subject 1998 ratio expected to be 12.5 to 13.5 percent.
- ---------------------------------------------------------------------------------------------------------------------
Market Dominance                              3             Dominant mall but River Park Square seems likely to
                                                            happen.
- ---------------------------------------------------------------------------------------------------------------------
Strong Anchor Alignment                       4             Bon Marche, JC Penney and Sears all strong in local 
                                                            market. Mervyn's and Emporium are average to weak.
- ---------------------------------------------------------------------------------------------------------------------
Entertainment                                 3             Addition of theatres and restaurants  will bring subject
                                                            up to modern expectations.
- ---------------------------------------------------------------------------------------------------------------------
Dense Marketplace                             3             Locally dense population but a smaller overall market
                                                            with lower than average projected growth.
- ---------------------------------------------------------------------------------------------------------------------
Income Level                                  2             Lower than state and national averages.
- ---------------------------------------------------------------------------------------------------------------------
Good Access                                   3             Centrally located in trade area, though congested at
                                                            peak times.
- ---------------------------------------------------------------------------------------------------------------------
Tenant Mix                                    3             High mall tenant ratio but good selection in the local 
                                                            market. Will improve with entertainment addition.
- ---------------------------------------------------------------------------------------------------------------------
Physical Condition                            4             Better than average due to 1992 renovation/expansion.
- ---------------------------------------------------------------------------------------------------------------------
Environmental Issues                          4             No known issues aside from potential asbestos tiles.
- ---------------------------------------------------------------------------------------------------------------------
Operating Covenants                           3             Shortest covenant is eight years. Emporium, the weakest 
                                                            anchor, could go dark in 2006.
- ---------------------------------------------------------------------------------------------------------------------
Overall Ranking                               3             Mid-market mall with good anchors in tertiary market.
                                                            Strong sales despite low trade area income.
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

SPOKANE SALES ACTIVITY

        Given there is only one other regional mall in Spokane, and it is new,
we will discuss the 1995 sale of Northpointe Plaza and the 1998 sale of the
subject. Northpointe Plaza sold in January 1995 for $92.82 per square foot at a
9.64 percent capitalization rate. This power center sale included all anchors.
The subject sold in August 1998 for $128 million, indicating a capitalization
rate of just under 9 percent and a price per square foot of sold GLA of $183.


SUMMARY/OBSERVATIONS/MARKETABILITY CONCLUSIONS

        The retail market nationwide is highly competitive, and retailers
recognizing changes in consumer tastes, spending patterns, and increased
competition are tailoring their merchandising, pricing, and marketing efforts
to meet consumer needs. While specialty stores

- -------------------------------------------------------------------------------
                                     -59-

<PAGE>

                                                    COMPETITIVE MARKET ANALYSIS
- -------------------------------------------------------------------------------

continue to attract consumers from traditional anchor stores, major and anchor
tenants are reshaping their image and format.

        Locally, the retail market, on an overall basis, is highly competitive
as well. The rapid expansion of discount and off-price big box retail chains
has begun to settle after several years of substantial growth in the market,
increasing competition. The new Spokane Valley Mall has added to the
competitiveness of the market, chasing many of the same shoppers as the subject
and shrinking the subject's penetration into the eastern and southern parts of
Spokane. Although there are not any reliable statistics, current vacancy rates
appear to be higher now than anytime in the last six years, highlighting the
need to remain competitive and innovative to attract shoppers.

        We have analyzed the retail trade history and profile of the area in
order to make reasonable assumptions as to the continued performance of the
subject's potential trade area. The Primary Trade Area profile encompasses an
analysis that approximates a 5.0-mile radius emanating from the subject.
Information relating to these sectors has been presented and analyzed in order
to determine patterns of change and growth as they impact the subject. We have
also included a discussion of the competitive retail structure in the market
area. The data is useful in giving quantitative dimensions of the total trade
area, while our comments serve to provide qualitative insight into this market.
A compilation of this data provides the basis for our projections and forecasts
particular to the subject property. The following summarizes our key
conclusions:

         o     The subject enjoys a highly visible, accessible location within
               a stable area of north central Spokane. The Spokane area is
               expected to maintain a growth pattern benefiting from a
               generally diverse economy and perception that the region has a
               good quality of life.

         o     Regional accessibility to the property is good via North
               Division Street which connects downtown Spokane with central and
               north Spokane. The neighborhood has good local vehicular access
               via local arterials, as well as a substantial amount of
               peripheral retail development.

         o     The existing trade area structure is largely characterized by
               older retail properties. There are only two regional malls and
               one true power center, though stand-alone big box retailers have
               been proliferating.

         o     Trade area boundaries have been set based upon the location of
               existing retail development, conforming with drive time
               capabilities and location convenience of the subject site.

         o     Two of the primary growth paths for the region are to the north
               and west. The subject will benefit from this growth. Growth to
               the east will also be strong, but the subject will see little
               benefit from this growth.

         o     Population growth has been low within the trade area but is
               expected to see annual increases of 0.66 percent per year
               through 2003. At present, the subject's Primary Trade Area
               includes some 190,997 persons.

         o     Household formation is projected to increase at a rate of 0.9
               percent per annum into the foreseeable future to 85,861 units.
               As of this writing, there are approximately 81,989 households
               within the trade area.

- -------------------------------------------------------------------------------
                                     -60-

<PAGE>

                                                    COMPETITIVE MARKET ANALYSIS
- -------------------------------------------------------------------------------

         o     The subject benefits from a middle-income population. Per capita
               income within the Primary Trade Area is currently estimated at
               $17,221. This figure is below both state and county levels.

         o     Northpointe Plaza is somewhat competitive with the subject, but
               its stores also draw additional shoppers to the area.

         o     The subject is clearly the dominant center within the Spokane
               area. With its location, accessibility, anchor alignment,
               renovated appearance, and superior merchandising, Northtown Mall
               should continue to be the viable retail center for this portion
               of the region. The River Park Square development seems likely to
               proceed, and this will dilute the subject's market dominance.

         o     Based upon our review of the economic aspects of the subject
               property, Northtown Mall appears to be operating at economic
               levels that are consistent with the market at this time.


        On balance, it is our opinion that, with competent management,
aggressive marketing, and continued upkeep, the subject will continue to be a
viable entity within the Spokane market and maintain its share of market
expenditure potential. Our outlook for the area continues to be generally
positive, with moderate prospects for growth and moderately appreciating real
estate values.


MARKETABILITY AND MARKETING PERIOD

        In this subsection, we consider the potential market appeal,
marketability, and demand for a center like the subject in light of the current
real estate investment market. As discussed in this report, the subject
involves an enclosed retail mall anchored by five relatively strong department
stores for a combined mall GLA of approximately 943,130 square feet.

        We have considered the potential market demand and investor risk in our
analysis and valuation of the subject property through our selection of
investment parameters, growth rates, and various assumptions employed. In our
analysis, we have attempted to reflect current market conditions and investor
criteria.

        Most of the shopping center properties which have been offered for sale
at a "reasonable" price have sold within 12 months exposure to the open market
or less. Properties for which seller expectations of value exceed the market's
perception have required more extended marketing periods and have generally
sold below the initial asking price, or have been pulled off the market. A
"reasonable" price is defined as that price which offers a sufficient return to
the investor relative to the demand for and the risk associated with the
property. These returns vary widely in the current market depending on the
particular investment, its occupancy level, the surrounding demographics, and
upside or downside of the income stream.

        The subject is characterized as an average quality, renovated regional
mall which has historically been the dominant center within the Spokane market
and which represents a relatively strong barrier to future competitive
development in Spokane. The subject's primary trade area has a current
population of approximately 190,000+/- people and is projected to experience
moderate-stable population and household growth into the foreseeable future.
While the trade area is considered stable, lower growth projections should
still provide the necessary impetus for income growth at the property due to
the fact that it will benefit from

- -------------------------------------------------------------------------------
                                     -61-

<PAGE>

                                                    COMPETITIVE MARKET ANALYSIS
- -------------------------------------------------------------------------------

future sales and rent growth (albeit at more moderate levels), helping provide
the necessary investor interest in the property.

        We believe that if the subject were offered for sale, it would
represent an average investment opportunity for a center.

        Based on the above, it is our estimate that a market sale of the
subject property should be realized within 12+/- months exposure on the market.
To back this up, the property recently sold. The package was sent to investors
in May 1998, the property was tied up in approximately July and the transaction
closed in August 1998.









- -------------------------------------------------------------------------------
                                     -62-

<PAGE>

                                 CONSULTING ASSUMPTIONS AND LIMITING CONDITIONS
- -------------------------------------------------------------------------------

"Analysis" means the consulting analysis or study or report to which these
Consulting Assumptions and Limiting Conditions are annexed.

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

In addition to the assumptions made in the Analysis, the analysis 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/consultant. 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 Analysis or upon which the Analysis is
       based has been gathered from sources C&W assumes to be reliable and
       accurate. Some of such information may have been provided by the owner
       of the Property. C&W shall be responsible for the accuracy or
       completeness of such information.

3.     The Analysis is only as of the date stated in the Analysis. Changes
       since that date in external and market factors or in the Property itself
       can significantly affect the conclusion(s) included herein.

4.     The Analysis is to be used in whole and not in part. No part of the
       Analysis shall be used in conjunction with any other analysis. Except as
       may be otherwise stated in the letter of engagement, the Analysis 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 Analysis 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.     The Analysis 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 Analysis; and (d) all required
       licenses, certificates of occupancy and other governmental consents have
       been or can be obtained and renewed for any use on which the opinion(s)
       and conclusion(s) contained in the Analysis are based.

6.     Except as may be otherwise stated in the letter of engagement, the C&W
       professional shall not be required to give testimony in any court or
       administrative proceeding relating to the Property or the Analysis.

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

- -------------------------------------------------------------------------------
                                     -63-

<PAGE>

                                 CONSULTING ASSUMPTIONS AND LIMITING CONDITIONS
- -------------------------------------------------------------------------------

8.     The forecasts of population, household, and income growth, as well as
       supply and demand trends included herein are not predictions of the
       future. Rather, they are our best estimates of current market thinking
       on future demographic trends and supply and demand influences. C&W and
       the C&W professional make no warranty or representation that these
       forecasts will materialize. The real estate market is constantly
       fluctuating and changing.

9.     Unless otherwise stated in the Analysis, 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 opinions
       expressed in this Analysis. These materials (such as formaldehyde foam
       insulation, asbestos insulation and other potentially hazardous
       materials) may adversely affect the Property. The C&W professionals are
       not qualified to detect such substances. C&W recommends that an
       environmental expert be employed to determine the impact of these
       matters.

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








- -------------------------------------------------------------------------------
                                     -64-

<PAGE>

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

I certify that, to the best of my knowledge and belief:

1.     Kenneth A. Barnes, MAI inspected the property and prepared the report.

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

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

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

5.     My compensation is not contingent upon the reporting of a predetermined
       conclusion or direction in conclusion that favors the cause of the
       client, the amount of the conclusion estimate, the attainment of a
       stipulated result, or the occurrence of a subsequent event. The
       consulting assignment has not been based on a requested minimum
       conclusion, maximum conclusion, or specific conclusion.

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

7.     My analyses, opinions, and conclusions have been developed, and this
       report has been prepared, in conformity with the Uniform Standards of
       Professional Appraisal Practice of the Appraisal Foundation and the Code
       of Professional Ethics and the Standards of Professional Appraisal
       Practice of the Appraisal Institute. The report is intended to comply
       with the reporting requirements for "consulting" assignments.

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

9.     As of the date of this report, I, Kenneth A. Barnes, MAI have completed
       the requirements of the continuing education program of the Appraisal
       Institute.


        /s/ Kenneth A. Barnes
        ----------------------------
        Kenneth A. Barnes, MAI
        Director
        Valuation Advisory Services
        WA State Cert. #BARNEKA40203

- -------------------------------------------------------------------------------
                                     -65-

<PAGE>

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



                            NATIONAL RETAIL OVERVIEW

                              OPERATING STATEMENTS

                                   RENT ROLL

                              TENANT SALES REPORTS

                               ENDS DATA REPORTS

                                 QUALIFICATIONS




<PAGE>









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

                           CUSHMAN & WAKEFIELD, INC.
                           NATIONAL RETAIL OVERVIEW

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




































                             RETAIL VALUATION GROUP
                            Richard W. Latella, MAI
                                Senior Director
                                 June 23, 1998



<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------

INTRODUCTION

        Shopping centers constitute the major form of retail activity in the
United States today. Approximately 55 percent of all non-automotive retail
sales occur in shopping centers. It is estimated that consumer spending
accounts for about two-thirds of all economic activity in the United States. As
such, retail sales patterns have become an important indicator of the country's
economic health.

        The early part of the 1990s was a time of economic stagnation and
uncertainty in the country. The gradual recovery, which began as the nation
crept out of the last recession, has shown some signs of weakness as corporate
downsizing has accelerated. But as the recovery period reaches into its fifth
year and the retail environment remains volatile, speculation regarding the
nation's economic future remains. It is this uncertainty which has shaped
recent consumer spending patterns. We shall first provide a brief overview of
broad economic measures that are important in terms of long range retail sales
forecasting and general investment underwriting. This is followed by a
discussion of retail sales trends along with selected statistics of the
shopping center industry. Also included is a discussion of contemporary
industry trends, valuation issues and a brief overview of the REIT market.

PERSONAL INCOME AND CONSUMER SPENDING

        Americans' PERSONAL INCOME (total income from wages, salaries,
interest, rents and all other sources) advanced by four-tenths of a percent in
December, which helped raise income for all of 1997 by 5.8 percent. This was
less than 1995 but it far outpaced the 2.5 percent growth in 1994. Data for
April 1998 shows that income rose four-tenths of a percent, led by a
seven-tenths rise in wages and salaries.

============================================================================
       PERSONAL INCOME                             CONSUMER SPENDING
============================================================================
 YEAR                % CHANGE                 YEAR                % CHANGE
============================================================================
 1993                   4.7                   1993                   5.8
- ----------------------------------------------------------------------------
 1994                   2.5                   1994                   5.5
- ----------------------------------------------------------------------------
 1995                   6.1                   1995                   4.8
- ----------------------------------------------------------------------------
 1996                   5.6                   1996                   5.0
- ----------------------------------------------------------------------------
 1997                   5.8                   1997                   5.4
============================================================================
Source: Commerce Dept.
============================================================================

        CONSUMER SPENDING is another closely watched indicator of economic
activity. The importance of consumer spending is that it represents two-thirds
of the nation's economic activity. Total consumer spending rose by 5.4 percent
in 1997, in line with the long term trend. Spending rose five-tenths of a
percent in April 1998.

EMPLOYMENT TRENDS

        The country's economic situation continues to generate a record number
of new jobs. Correspondingly, the nation's unemployment rate continues to
decrease from its recent peak in 1992. Selected statistics released by the
Bureau of Labor Statistics are summarized as follows:

- -------------------------------------------------------------------------------
                                      -1-

<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
===========================================================================================================
                                      SELECTED EMPLOYMENT STATISTICS
===========================================================================================================
              CIVILIAN LABOR FORCE                             EMPLOYED
=====================================================================================
                  TOTAL WORKERS                      TOTAL WORKERS                        UNEMPLOYMENT
    YEAR(1)           (000)           % CHANGE           (000)           % CHANGE             RATE
===========================================================================================================
     <S>            <C>                 <C>            <C>                 <C>                <C>
     1990            125,840              --            118,793              --                5.6
- -----------------------------------------------------------------------------------------------------------
     1991            126,346              .4            117,718             -.9                6.8
- -----------------------------------------------------------------------------------------------------------
     1992            128,105             1.4            118,492              .7                7.5
- -----------------------------------------------------------------------------------------------------------
     1993            129,200              .9            120,259             1.5                6.9
- -----------------------------------------------------------------------------------------------------------
     1994            131,056             2.4            123,060             2.3                6.1
- -----------------------------------------------------------------------------------------------------------
     1995            132,304             1.0            124,900             1.5                5.6
- ----------------------------------------------------------------------------------------------------------- 
     1996            133,943             1.2            126,708             1.4                5.4
- -----------------------------------------------------------------------------------------------------------
     1997                                                                                      4.9
===========================================================================================================
     CAGR
  1990-1997                            +1.05                              +1.08
===========================================================================================================
(1)Year ending December 31
===========================================================================================================
Source:  Bureau of Labor Statistics U.S. Department of Labor
===========================================================================================================
</TABLE>

        During 1996, the labor force increased by 1,639,000 or approximately
1.2 percent. Correspondingly, the level of employment increased by 1,808,000 or
1.4 percent. As such, the year end unemployment rate dropped by two-tenths of a
percent to 5.4 percent. For 1996, monthly job growth averaged 224,000. On
balance, over 10.0 million jobs have been created since the recovery began.
Preliminary data for December 1997 shows that the unemployment rate rose
slightly to 4.7 percent from 4.6 percent following job growth of 370,000. For
the year, 1997's average unemployment rate of 4.9 percent matched the lows set
in 1970 and 1973. A record 64.1 percent of the population held jobs at the end
of the year. U.S. payrolls ended the year at 123.9 million, up by 3.2 million
or 2.6 percent over 1996. For the year job growth averaged nearly 267,000 per
month. For the final quarter, job growth averaged 333,000 per month. Most
analysts are forecasting monthly job growth in the 250,000 to 275,000 range in
early 1998. A Bank of America survey of 18 leading Wall Street economists
forecast unemployment rates of 4.8 and 5.0 percent in 1998 and 1999,
respectively.

        In May 1998, the economy created 296,000 jobs. Nationally, the
unemployment rate remained unchanged at 4.3 percent.

HOUSING TRENDS

        Housing trends are an important economic measure due to the substantial
economic activity generated when a home changes hands (i.e. spending on repairs
by sellers, redecorating by buyers, fees, commissions and taxes).

        For all of 1997, a total of 1.476 million new homes and apartments were
started, barely down one-tenth of a percent from a total of 1.477 million in
1996 which was the fastest pace in eight years.

- -------------------------------------------------------------------------------
                                      -2-

<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------

        Approximately 800,000 new homes were sold in 1997, up 5.7 percent from
756,000 in 1996. It was the highest total since 817,000 in 1978. The median
home price of new homes sold in 1996 was $140,000, up 4.6 percent from 1995.
April 1998 data shows that new home sales rose by 5.2 percent to an annual rate
of 888,000 units, a new record. This followed a revised 3 percent increase in
February. A record low interest rates and warm weather were cited as reasons
for the increase. Builders are currently reporting a 3.8 month inventory of
unsold homes, a record low. The median price of all homes sold in 1997 (new and
existing) rose 6.2 percent over 1996 to $124,800.

        Sales of existing single family homes rose 3.1 percent for 1997 to a
record 4.22 million units from 4.09 million in 1996, a previous record. Resales
are an important measure of the housing industry's health as they account for
about 85 percent of all single family sales. Data for April 1998 shows that
sales declined by 2.5 percent to an annual rate of 4.77 million units. The
median price rose 5.8 percent to $127,000.

        The home ownership rate seems to be rising, after remaining stagnant
over the last decade. For 1996, the share of households that own their homes
was 65.4 percent, compared to 64.7 percent for a year earlier. Lower mortgage
rates are cited as a factor.

GROSS DOMESTIC PRODUCT

        The Commerce Department reports that the gross domestic product
increased by 3.8 percent in 1997, the largest growth in that measure since an
identical rate in 1988 when the Federal Reserve stimulated the economy to
cushion the impact of the 1987 stock market crash. For the year, Americans
produced an inflation adjusted $7.19 trillion in goods and services. The fourth
quarter 1997 growth rate was a brisk 4.3 percent. The annual growth was viewed
as remarkable in view of its coming in the seventh year of an economic
expansion that was also characterized by low inflation. The Fed foresees a
moderation of this trend and expects the U.S. economy will expand at a 2.0 to
2.50 percent pace during 1998 which is in-line with White House forecasts and a
pace which is viewed as the economy's non-inflationary growth limit.

        The following chart cites the annual change in real GDP since 1990.

         ======================================================
                                REAL GDP
         ======================================================
               YEAR                             % CHANGE
         ======================================================
               1990                                 1.2
         --------------------------- ==========================
               1991                                - .6
         =========================== ==========================
               1992                                 2.3
         =========================== ==========================
               1993                                 3.1
         =========================== ==========================
               1994                                 4.1
         =========================== ==========================
               1995*                                2.0
         =========================== ==========================
               1996                                 2.4
         =========================== ==========================
               1997                                 3.8
         ======================================================
               *   Reflects new chain weighted system of 
                   measurement. Comparable 1994 measure would 
                   be 3.5%
         ======================================================
               Source:  Bureau of Economic Analysis
         ======================================================

- -------------------------------------------------------------------------------
                                      -3-

<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------

        First quarter 1998 growth was reported at a robust 4.8 percent versus
3.7 percent in the final three months of 1997. This was a surprisingly powerful
performance and above most analysts' opinions.

WHOLESALE PRICES

        Soaring energy prices in December drove wholesale costs to a twelve
month high. For the year, the Producer Price Index (PPI) gained 2.8 percent.
However, excluding energy, the PPI rose just 1.4 percent in all of 1996. In
1995, the index rose 2.3 percent. For November 1997, wholesale prices fell
two-tenths of a percent. For the twelve months ending November 1997, the index
was -1.2 percent. Projections for 1997 show that most economists expect a 2.5
percent rise and a core increase of 1.5 percent.

CONSUMER PRICES

        The Bureau of Labor Statistics has reported that consumer prices rose
by only 1.7 percent in 1997, the lowest rate since 1986 when oil prices fell
sharply.

        The following chart tracks the annual change in the CPI since 1990.

           ===========================================================
                             CONSUMER PRICE INDEX(1)
           ===========================================================
                   YEAR                CPI             % CHANGE
           ===========================================================
                   1990               133.8               6.1
           -----------------------------------------------------------
                   1991               137.9               3.0
           -----------------------------------------------------------
                   1992               141.9               2.9
           -----------------------------------------------------------
                   1993               145.8               2.7
           -----------------------------------------------------------
                   1994               149.7               2.7
           -----------------------------------------------------------
                   1995               153.5               2.5
           -----------------------------------------------------------
                   1996               158.6               3.3
           -----------------------------------------------------------
                   1997               162.3               1.7
           ===========================================================
           (1) All Urban Workers
           ===========================================================
           Source:  Dept. of Labor, Bureau of Labor Statistics
           ===========================================================

        Over the past eight years, inflation has exceeded 3 percent only two
times (1996 - 3.3 percent and 1990 - 6.1 percent). Excluding food and energy,
the 77 percent of the index known as the core index, the index rose 2.2 percent
during 1997, the lowest annual figure since 1965. The corresponding rate for
1996 was 2.6 percent. Recently, a special advisory panel of prominent
economists have contended that the current method of calculating the Consumer
Price Index overstates inflation by 1.1 percentage points annually. The
government is currently reviewing the far ranging implications a change in
procedure may have.

        Based upon year end trends, most notably the economic turmoil in Asia,
some economists have begun debating the possibility of delation. For example,
the price of imported goods dropped by 4.9 percent for all of 1997; the largest
decline since the government began

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

<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------

collecting such data in 1983. The Bank of America survey of 17 leading Wall
Street economists have forecasted inflation for 1998 of 2.2 percent. Data for
May 1998 shows that the inflation index increased three-tenths of a percent
after running at an annual rate of 1.5 percent since January.

OTHER INDICATORS

        The government's main economic forecasting gauge, the INDEX OF LEADING
ECONOMIC INDICATORS is intended to project economic growth over the next six to
nine months. The Conference Board, an independent business group, reported that
the index was unchanged in December (1997) ending five straight months of
gains. For all of 1997, the index rose at twice its historic pace. The April
1998 rate rose one-tenth of a percent.

        The Conference Board also reported that CONSUMER CONFIDENCE declined in
May 1998 to 135.2 from 137.2 in April. Nonetheless, consumers attitudes about
the economy remain upbeat. Measures of consumer confidence are watched closely
for indications of future consumer spending.

        The EMPLOYMENT COST INDEX is a measure of overall compensation
including wages, salaries and benefits. For 1997, the index rose at an annual
amount of 3.3 percent, up from 2.9 percent for both 1995 and 1996. Wages and
salaries were up 1.1 percent, the largest increase in seven and one-half years
while the cost of benefits rose nine-tenths of a percent. For the first quarter
(1998) the index was up seven-tenths of a percent.

        PRODUCTIVITY is a key element in measuring the standard of living since
increased efficiency allows businesses to increase workers compensation without
having to raise prices. Through the first 70 years of this century, non-farm
productivity rose at an annual rate of 2.2 percent. During the post war period
1947 to 1973, it was 2.8 percent. Between 1973 and 1995, a marked slowdown has
been in evidence with only a 1 percent annual rate and during the period marked
by the start of the current economic expansion in 1991, growth has averaged 1.2
percent. The Labor Department reports that the productivity of American workers
grew by 1.7 percent in 1997. This compares with 1.9 percent in 1996 and
three-tenths of a percent in 1995. Data for the first quarter of 1998 shows
that productivity slipped to an annual rate of 1.1 percent, in part because
employers hired more workers to handle an expanding workload.

        CONSUMER CREDIT The Federal Reserve said consumer credit unexpectedly
declined by $4.2 billion to a $1.231 trillion annual rate in November, the
first drop in four years. All major categories of borrowing registered declines
including credit cards, auto loans, and personal loans. Nonetheless, credit
card delinquencies and personal bankruptcies remain near record levels
indicating that consumers may be reaching a point of saturation with respect to
new debt. A record 1.34 million Americans filed for bankruptcy in 1997 despite
growing prosperity for nearly seven years of economic growth. Visa USA reports
that filings were up 19.6 percent nationwide from 1.12 million in 1996.

        Borrowing was up 6.9 percent in February 1998 to an annual rate of
$1.244 trillion. The biggest component was credit card debt which rose to $3.9
billion.

- -------------------------------------------------------------------------------
                                      -5-

<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------

        SAVINGS RATE The U.S. Savings Rate is measured as that portion of
disposable income that goes into bank accounts, investments, and other forms of
savings. Americans are continuing a trend of spending faster than their
after-tax incomes grow. As a result of carrying more debt, consumers decreased
their savings to just 3.8 percent of after-tax income, the lowest rate since
1939. The savings rate was 4.3 percent in 1996.

        NEW CONSTRUCTION activity rose one-tenth of a percent in December to an
annual rate of $611.8 billion. The report showed that spending on residential
construction, which makes up nearly half the total, rose nine-tenths of a
percent. Commercial spending also increased 1.2 percent, while public spending
rose eight-tenths of a percent. For all of 1997, construction spending rose 5.6
percent versus 6.5 percent in 1996.

ECONOMIC OUTLOOK

        The WEFA Group, an economic consulting company, opines that the current
state of the economy is a "central bankers" dream, with growth headed toward
the Fed's 2.5 percent target, accompanied by stable if not falling inflation.
They project that inflation will track at about 2.5 percent through 1998. Over
the longer term, inflation is expected to average 2.7 percent. This will have a
direct influence on consumption (consumer expenditures).

        Potential GDP provides an indication of the expansion of output, real
incomes, real expenditures, and the general standard of living of the
population. WEFA estimates that real U.S. GDP will grow at an average annual
rate of 2.3 percent over the next decade, and slow to about 2.1 percent by
2019.

        Consumption expenditures are primarily predicated on the growth of real
permanent income, demographic influences, and changes in relative prices over
the long term. Changes in these key variables explain much of the consumer
spending patterns of the 1970s and mid-1980s, a period during which baby
boomers were reaching the asset acquisition stages of their lives; purchasing
automobiles and other consumer and household durables. Increases in real
disposable income supported this spending spurt with an average annual increase
of 2.9 percent per year over the past twenty years. Real consumption
expenditures increased at an average annual rate of 3.1 percent during the
1970s and by an average of 4.0 percent from 1983 to 1988. WEFA projects that
consumption expenditure growth will slow as a result of slower population
growth and aging. It is also projected that the share of personal consumption
expenditures relative to GDP will decline over the next decade. Consumer
spending as a share of GDP peaked in 1993 at 68.0 percent after averaging about
63.0 percent over much of the post-war period. WEFA estimates that real
consumption expenditure growth will average 2.2 percent per year through 2005
and slows to 2.1 percent thereafter.

RETAIL SALES

        During the period 1980 through 1996, total retail sales in the United
States increased at a compound annual rate of 6.1 percent. Data for the period
1990 through 1996 shows that sales growth has slowed to an annual average of
5.0 percent. This information is summarized on the following chart.

- -------------------------------------------------------------------------------
                                      -6-

<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------

===============================================================================
                            TOTAL U.S. RETAIL SALES(1)
===============================================================================
         YEAR                   AMOUNT (BILLIONS)             ANNUAL CHANGE
===============================================================================
1980                               $  957,400                      N/A
- -------------------------------------------------------------------------------
1985                               $1,375,027                      N/A
- -------------------------------------------------------------------------------
1990                               $1,844,611                      N/A
- -------------------------------------------------------------------------------
1991                               $1,855,937                     .61%
- -------------------------------------------------------------------------------
1992                               $1,951,589                     5.2%
- -------------------------------------------------------------------------------
1993                               $2,074,499                     6.3%
- -------------------------------------------------------------------------------
1994                               $2,236,966                     7.8%
- -------------------------------------------------------------------------------
1995                               $2,340,817                     4.6%
- -------------------------------------------------------------------------------
1996                               $2,465,835                     5.3%
- -------------------------------------------------------------------------------
1997(2)                            $2,569,400                     4.2%
===============================================================================
      Compound Annual Growth Rate
               1980-1997                                         +6.0%
===============================================================================
        CAGR: 1990 - 1997                                        +4.8%
===============================================================================
(1)     1985 - 1995 data reflects recent revisions by the U.S. Department 
        of Commerce: Combined Annual and Revised Monthly Retail Trade.
(2)     Preliminary advance estimates.
===============================================================================
Source: Monthly Retail Trade Reports Business Division, Current Business 
        Reports, Bureau of the Census, U.S. Department of Commerce.
===============================================================================

        Retail sales rose seven-tenths of a percent during the month of
December 1997. The Census Bureau of the Department of Commerce reports that
advance estimates for U.S. retail sales for 1997 were $2.569 trillion, an
increase of $103.6 billion, or 4.2 percent from 1996. This was below last
year's gain and the worst showing since 1991.

        Nationally, retail sales fell one-tenth of a percent in March 1998
following a revised seven-tenths of a percent rise in February.

        Provided on the chart below is a summary of overall and same store
sales growth for selected national merchants for the most recent period.

- -------------------------------------------------------------------------------
                                      -7-

<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------

===============================================================================
                   SAME STORE SALES FOR THE MONTH OF MAY 1998
=========================================== ===================================
                                                 % CHANGE FROM PREVIOUS YEAR
                                            -----------------------------------
             NAME OF RETAILER                OVERALL          SAME STORE BASIS
=========================================== ======================= ===========
                 Wal-Mart                     +20.0%                +11.0%
- -------------------------------------------------------------------------------
                  Kmart                       + 6.9%                + 7.3%
- -------------------------------------------------------------------------------
         Sears, Roebuck & Company             + 7.0%                + 5.4%
- -------------------------------------------------------------------------------
               J.C. Penney                    +  .1%                +  .4%
- -------------------------------------------------------------------------------
        Dayton Hudson Corporation             +11.8%                + 6.1%
- -------------------------------------------------------------------------------
          May Department Stores               + 5.2%                + 3.6%
- -------------------------------------------------------------------------------
       Federated Department Stores               .8                 + 1.8%
- -------------------------------------------------------------------------------
             The Limited Inc.                 + 7.0%                + 9.0%
- -------------------------------------------------------------------------------
                 Gap Inc.                     +47.0%                +24.0%
- -------------------------------------------------------------------------------
                Ann Taylor                    +12.0%                + 2.8%
- -------------------------------------------------------------------------------
                   TJX                        +11.0%                + 6.0%
- -------------------------------------------------------------------------------
                  Lowe's                      +27.3%                +10.3%
- -------------------------------------------------------------------------------
               Circuit City                   +25.0%                +12.0%
===============================================================================
Source:  New York Times/Wall Street Journal
===============================================================================

        Retailers reported a much better than expected increase in May sales,
largely as a result of mild weather and apparently a strong desire for new
spring fashions.

        The Goldman Sachs same store sales index was up 7.1 percent in May
compared with 3.8 percent last year. Same store sales growth was led by
Wal-Mart (+11.0%), Kmart (+7.3%), and The Gap (+24.0%). Discounters again did
very well such as TJX, Dollar General and Ross Stores. Department stores which
cater to lower income shoppers also did well such as Kohl's and Target which
paced Dayton Hudson to a 6.1 percent gain.

        The International Council of Shopping Centers (ICSC) publishes a
MONTHLY MALL MERCHANDISE INDEX which tracks sales by store type for more than
400 regional shopping centers. The index shows that total sales per square foot
rose by 2.9 percent to $278 per square foot in 1996. This compares to a .5
percent increase for the period 1994-1995. The following chart identifies the
most recent year-end results. The winners were shown to be Apparel and
Accessories (+4.8%) led by Men's Apparel and Shoes, while Furniture and
Furnishings suffered (-2.8%). The Home Improvement category rose an outstanding
100.0 percent to $302 per square foot.

        Retailers reported a better than expected increase in January sales,
largely as a result of major post-holiday sales and clearance promotions. Data
for December 1997 shows that consumers were enticed to the stores with strong
promotional markdowns by the nation's retailers. The selling season seemed to
come two days before Christmas and continued for the week following.

- -------------------------------------------------------------------------------
                                      -8-

<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------

===============================================================================
                           1997 YEAR END PERFORMANCE
                     NON-ANCHOR TENANT SALES IN U.S. MALLS
===============================================================================
                                                           ICSC INDEX % CHANGE
    STORE TYPE                          1997 (SF*)             FROM YE 1996
===============================================================================
GAFO CATEGORIES:
APPAREL AND ACCESSORIES
Women's Accessories and Specialties        $317                     4.3%
Women's Ready-To-Wear                       195                    -2.7%
Men's Apparel                               268                    -1.9%
Children's Apparel                          382                     5.2%
Family Apparel                              324                     2.1%
Women's Shoes                               342                      .2%
Men's Shoes                                 399                     3.4%
Family Shoes                                291                    - .3%
Shoes Miscellaneous                         303                    -3.2%
Apparel and Accessories - Misc.            $276                    -6.5
- -------------------------------------------------------------------------------
SUBTOTAL                                   $265                      .8%
- -------------------------------------------------------------------------------
FURNITURE AND FURNISHINGS:
Home Furniture & Furnishings               $273                    - .3%
Home Entertainment & Electronics            329                     5.0%
Home Furnishings - Misc.                    275                    - .8%
- -------------------------------------------------------------------------------
SUBTOTAL                                   $307                     2.6%
- -------------------------------------------------------------------------------
OTHER GAFO:
Jewelry                                    $701                     3.8%
Stationery/Cards/Gifts/Novelty              287                     1.8%
Books                                       242                    -3.7%
Sporting Goods/Bicycles                     240                    -2.8%
Other GAFO - Misc.                          325                     1.2%
- -------------------------------------------------------------------------------
SUBTOTAL                                   $356                     1.3%
- -------------------------------------------------------------------------------
TOTAL GAFO                                 $295                     1.3%
- -------------------------------------------------------------------------------
NON GAFO CATEGORIES:
FOOD SERVICES
Fast Food                                  $449                     2.6%
Restaurants                                 289                      .8%
Food Services - Misc.                       416                    -7.1%
- -------------------------------------------------------------------------------
SUBTOTAL                                   $362                     1.7%
- -------------------------------------------------------------------------------
OTHER NON-GAFO CATEGORIES:
Specialty Food Stores                      $375                     4.0%
Supermarkets                                465                     4.4%
Drug/HBA                                    317                     3.3%
Personal Services                           299                     2.8%
Automotive                                  121                    10.8%
Home Improvement                            356                    14.9%
Mall Entertainment                           76                    -2.3%
Other Non-GAFO - Misc.                      397                     3.2%
- -------------------------------------------------------------------------------
SUBTOTAL                                   $230                     1.8%
- -------------------------------------------------------------------------------
TOTAL NON-GAFO                             $278                     1.7%
- -------------------------------------------------------------------------------
OTHER CATEGORIES-MISCELLANEOUS             $243                     8.7%
- -------------------------------------------------------------------------------
Memo: GAFO & Food Service Total            $301                     1.3%
- -------------------------------------------------------------------------------
GRAND TOTAL                                $291                     1.5%
===============================================================================
*       SALES PER SQUARE FOOT DERIVED AS TOTAL NON-ANCHOR MALL SALES DIVIDED BY
        TOTAL OCCUPIED SQUARE FOOTAGE.
===============================================================================
SOURCE: ICSC - RESEARCH QUARTERLY
===============================================================================

- -------------------------------------------------------------------------------
                                      -9-

<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------

        The ICSC has reported the following results:

        MALL TENANT SALES

        Data through the fourth quarter of 1997 shows that sales per square
foot for non-anchor tenants rose 1.5 percent over the comparable 12 month 1996
period. Year to date GAFO sales were up 1.3 percent led by the Furniture and
Furnishings category.

        DEPARTMENT STORE SALES

        Sales in U.S. Department Stores increased by 6.4 percent in 1997
according to the Department of Commerce. The increase was largely fueled by the
strong performance of discount department stores such as Wal-Mart, Kmart and
Target. This compares with an overall increase of 4.6 percent in 1996.

        Comparable sales for the latest 12 month period (YE 12/97) are shown
below:

      ================================================================
           DEPARTMENT STORE TYPE           YEAR OVER YEAR CHANGE
      ================================================================
                 Discount                           5.8%
      ----------------------------------------------------------------
              National Chains                       2.1%
      ----------------------------------------------------------------
          Conventional/Full Line                    4.3%
      ================================================================

        FACTORY OUTLET

        The ICSC FACTORY OUTLET INDEX increased by 4.0 percent in 1997 to $220
per square foot from $212 per square foot in 1996. The fourth quarter gain of
2.8 percent was the highest quarterly gain during the year. Data for the fourth
quarter of 1997 shows that sales rose by 3.7 percent. This increase was fueled
by a 11.3 percent sales volume growth and a 7.3 percent square footage
expansion at centers open at least one year.

        ======================================================
             PERIOD            SALES/SF           CHANGE
        ======================================================
              1995               $210               -- 
        ------------------------------------------------------
              1996               $212              1.0%
        ------------------------------------------------------
              1997               $220              4.0%
        ======================================================

        The ICSC is now reporting comp or same store sales for outlet centers.
From their reporting data base, they report comp store growth of 2.8 percent
for all of 1997.

GAFO AND SHOPPING CENTER INCLINED SALES

        In a true understanding of shopping center dynamics, it is important to
focus on both GAFO sales or the broader category of Shopping Center Inclined
Sales. GAFO goods comprise the overwhelming bulk of goods and products carried
in shopping centers and department stores and consist of the following
categories:

- -------------------------------------------------------------------------------
                                     -10-

<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------

         o   General merchandise stores including department and other stores;

         o   Apparel and accessory stores;

         o   Furniture and home furnishing stores; and

         o   Other miscellaneous shoppers goods stores.

        Shopping Center Inclined Sales are somewhat broader and include such
classifications as home improvement and grocery stores. The store types that
comprise shopping centers comprised approximately 53 percent of total retail
sales in 1995. The balance were generated by auto dealers, gas stations, food
service facilities and other miscellaneous establishments.

        Total retail sales grew by 4.6 percent in the United States in 1995 to
$2.341 trillion, an increase of $104 billion over 1994. This followed an
increase of 7.8 percent or $162 billion over 1993. Automobile dealers captured
$34+/- billion of total retail sales growth last year, while Shopping Center
Inclined Sales accounted for nearly 50.0 percent of the increase ($50 billion).
GAFO sales increased by $32.5 billion. This group was led by department stores
which posted a $14.4 billion increase in sales. The following chart summarizes
the performance for this most recent comparison period.

- -------------------------------------------------------------------------------
                                     -11-

<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
==================================================================================================================
                                        RETAIL SALES BY MAJOR STORE TYPE
                                                1994-1995 ($MIL.)
==================================================================================================================
                                                                                   PERCENT OF        1994-1995
                 STORE TYPE                       1994              1995             INCOME(1)       % CHANGE
==================================================================================================================
<S>                                        <C>                 <C>                   <C>                <C> 
GAFO:
General Merchandise                         $    282,541        $   296,904                              5.1%
Apparel & Accessories                            109,603            109,962                               .3%
Furniture & Furnishings                          119,626            129,923                              8.6%
Other GAFO                                        80,533             88,029                              9.3%
- ------------------------------------------------------------------------------------------------------------------
GAFO SUBTOTAL                               $    592,303        $   624,818           14.4%              5.5%
- ------------------------------------------------------------------------------------------------------------------
CONVENIENCE STORES:
Grocery                                     $    376,330        $   389,134                              3.4%
Other Food                                        21,470             21,378                             (.4)%
- ------------------------------------------------------------------------------------------------------------------
SUBTOTAL                                    $    397,800        $   410,512            9.5%              3.2%
Drug                                              81,538             84,240            2.0%              3.3%
- ------------------------------------------------------------------------------------------------------------------
CONVENIENCE SUBTOTAL                        $    479,338        $   494,752                              3.2%
- ------------------------------------------------------------------------------------------------------------------
OTHER:
Home Improvement &
  Building Supplies Stores                  $   122,533         $   124,626            2.9%              1.7%
SHOPPING CENTER-INCLINED
SUBTOTAL                                    $ 1,194,174         $ 1,244,196           28.8%              4.2%
Automobile Dealers                              526,319             560,624                              6.5%
Gas Stations                                    142,193             148,192                              4.2%
Eating and Drinking Places                      228,351             233,606                              2.3%
All Other                                       145,929*            154,199*                             5.7%
- ------------------------------------------------------------------------------------------------------------------
TOTAL RETAIL SALES                           $2,236,966          $2,340,817                              4.6%
==================================================================================================================
*       ESTIMATED SALES
==================================================================================================================
==================================================================================================================
(1)     CURRENT POPULATION REPORT, PAGE 60.  ESTIMATED AT 96.8 MILLION HOUSEHOLDS @ $44,100 = 4.3 TRILLION.
==================================================================================================================
SOURCE:        U.S. DEPARTMENT OF COMMERCE, BUREAU OF THE CENSUS AND DOUGAL M. CASEY: VARIOUS ICSC WHITE PAPERS.
==================================================================================================================
</TABLE>

        GAFO sales grew by 5.5 percent in 1995 to $624.8 billion. From the
above it can be calculated that GAFO sales accounted for 26.7 percent of total
retail sales and nearly 50.0 percent of all shopping center-inclined sales.
GAFO sales have also risen relative to household income. In 1990 these sales
represented 13.9 percent of average household income. By 1994/1995 they rose to
14.4 percent. Projections through 2000 show a continuation of this trend to
14.7 percent. On average, total sales were equal to nearly 55.0 percent of
household income in 1994.

- -------------------------------------------------------------------------------
                                     -12-

<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
==============================================================================================================
                 DETERMINANTS OF RETAIL SALES GROWTH AND U.S. RETAIL SALES BY KEY STORE TYPE
==============================================================================================================
                                                          1990                  1994                 2000P
==============================================================================================================
<S>                                                   <C>                   <C>                  <C>        
DETERMINANTS
Population                                             248,700,000           260,000,000          276,200,000
Households                                              91,900,000            95,700,000          103,700,000
Average Household Income                                   $37,400               $42,600              $51,600
Total Census Money Income                               $3.4 Tril.            $4.1 Tril.           $5.4 Tril.
- --------------------------------------------------------------------------------------------------------------
% ALLOCATIONS OF INCOME TO SALES
GAFO Stores                                                  13.9%                 14.4%                14.7%
Convenience Stores                                           12.9%                 11.7%                10.7%
Home Improvement Stores                                       2.8%                  3.0%                 3.3%
Total Shopping Center-Inclined Stores                        29.6%                 29.1%                28.8%
Total Retail Stores                                          54.3%                 54.6%                52.8%
- --------------------------------------------------------------------------------------------------------------
SALES ($BILLION)
GAFO Stores                                                   $472                  $592                 $795
Convenience Stores                                             439                   479                  580
Home Improvement Stores                                         95                   123                  180
Total Shopping Center-Inclined Stores                       $1,005                $1,194               $1,555
TOTAL RETAIL SALES                                          $1,845                $2,237               $2,850
==============================================================================================================
Note:    Sales and income figures are for the full year; population and household figures are as of April 1
         in each respective year.  P = Projected.
==============================================================================================================
Source:  U.S. Census of Population, 1990; U.S. Bureau of the Census Current Population Reports: Consumer
         Income P6-168, 174, 180, 184 and 188; Berna Miller with Linda Jacobsen, "Household Futures",
         American Demographics, March 1995; Retail Trade sources already cited; and Dougal M. Casey: ICSC
         White Paper
==============================================================================================================
</TABLE>

        GAFO sales have risen at a compound annual rate of approximately 6.8
percent since 1991 based on the following annual change in sales.

             =============================================
                   1990/91                  2.9%
             ---------------------------------------------
                   1991/92                  7.0%
             ---------------------------------------------
                   1992/93                  6.6%
             ---------------------------------------------
                   1993/94                  7.0%
             ---------------------------------------------
                   1994/95                  5.5%
             =============================================

        According to a recent study by the ICSC, GAFO sales are expected to
grow by 5.0 percent per annum through the year 2000, which is well above the
4.1 percent growth for all retail sales. This information is presented in the
following chart.

- -------------------------------------------------------------------------------
                                     -13-

<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
==============================================================================================================
                      RETAIL SALES FORECASTS IN THE UNITED STATES, BY MAJOR STORE TYPE
==============================================================================================================
                                               1994            2000P                 PERCENT CHANGE
- --------------------------------------------------------------------------------------------------------------
                                                                                                  COMPOUND  
               STORE TYPE                  ($ BILLIONS)    ($ BILLIONS)        TOTAL               ANNUAL
==============================================================================================================
<S>                                          <C>             <C>               <C>                 <C> 
GAFO:
General Merchandise                           $  283          $  370            30.7%               4.6%
Apparel & Accessories                            110             135            22.7%               3.5%
Furniture/Home Furnishings                       120             180            50.0%               7.0%
Other Shoppers Goods                              81             110            35.8%               5.2%
- ---------------------------------------------------------------------------------------------------------
GAFO SUBTOTAL                                 $  592          $  795            34.3%               5.0%
- ---------------------------------------------------------------------------------------------------------
CONVENIENCE GOODS:
Food Stores                                   $  398          $  480            20.6%               3.2%
Drugstores                                        82             100            22.0%               3.4%
- ---------------------------------------------------------------------------------------------------------
CONVENIENCE SUBTOTAL                          $  479          $  580            21.1%               3.2%
- ---------------------------------------------------------------------------------------------------------
Home Improvement                                 123             180            46.3%               6.6%
- ---------------------------------------------------------------------------------------------------------
SHOPPING CENTER-INCLINED SUBTOTAL             $1,194          $1,555            30.2%               4.5%
- ---------------------------------------------------------------------------------------------------------
All Other                                      1,043           1,295            24.2%               3.7%
- ---------------------------------------------------------------------------------------------------------
TOTAL                                         $2,237          $2,850            27.4%               4.1%
==============================================================================================================
Note:    P = Projected.  Some figures rounded.
==============================================================================================================
Source:  U.S. Department of Commerce, Bureau of the Census and Dougal M. Casey.
==============================================================================================================
</TABLE>

        Changes in consumer spending patterns has resulted in noticeable trends
in the way malls are merchandised. Apparel still accounts for the majority of
all mall space at 46 percent, however, it has slipped from 48.3 percent in
1990. The largest percentage decline was in Women's Ready to Wear with a 14.8
percent drop to 18.4 percent. The table below summarizes these trends.

- -------------------------------------------------------------------------------
                                     -14-

<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------

===============================================================================
           SHARE OF TOTAL MALL SPACE BY MERCHANDISE CATEGORY, 1990-97
===============================================================================
    MERCHANDISE CATEGORY                      1990                     1997
===============================================================================
Women's Ready to Wear                         21.6%                    18.4%
- -------------------------------------------------------------------------------
Women's Accessories and Specialties            2.7%                     3.3%
- -------------------------------------------------------------------------------
Men's Apparel                                  5.3%                     3.3%
- -------------------------------------------------------------------------------
Children's Apparel                             0.7%                     1.5%
- -------------------------------------------------------------------------------
Family Apparel                                 7.3%                    10.4%
- -------------------------------------------------------------------------------
Women's Shoes                                  2.0%                     1.3%
- -------------------------------------------------------------------------------
Men's Shoes                                    0.7%                     0.4%
- -------------------------------------------------------------------------------
Family/Miscellaneous Shoes                     6.8%                     7.3%
- -------------------------------------------------------------------------------
Apparel and Accessories - Misc.                1.2%                     0.2%
- ------------------------------------------------------------------------------- 
APPAREL AND ACCESSORIES TOTAL                 48.3%                    46.0%
- -------------------------------------------------------------------------------
Home Furniture & Furnishings                   3.4%                     4.0%
- -------------------------------------------------------------------------------
Home Entertainment & Electronics               4.2%                     5.5%
- -------------------------------------------------------------------------------
HOME FURNISHINGS TOTAL                         7.6%                     9.5%
- -------------------------------------------------------------------------------
Stationery/Cards/Gifts/Novelty                    *                     6.2%
- -------------------------------------------------------------------------------
Books                                             *                     2.5%
- -------------------------------------------------------------------------------
Sporting Goods/Bicycles                           *                     2.8%
- -------------------------------------------------------------------------------
Jewelry                                        3.5%                     3.4%
- -------------------------------------------------------------------------------
Other GAFO - Misc.                            15.4%                     5.5%
- -------------------------------------------------------------------------------
OTHER GAFO TOTAL                              18.9%                    20.3%
- -------------------------------------------------------------------------------
TOTAL GAFO                                    74.7%                    75.9%
- -------------------------------------------------------------------------------
Fast Food                                      4.1%                     3.8%
- -------------------------------------------------------------------------------
Restaurants                                    5.3%                     4.6%
- -------------------------------------------------------------------------------
Food Services - Misc.                          0.3%                     0.1%
- ------------------------------------------------------------------------------- 
Food Services Total                            9.6%                     8.5%
- -------------------------------------------------------------------------------
Specialty Food Stores                            **                     1.8%
- -------------------------------------------------------------------------------
Supermarkets                                   0.5%                     0.3%
- ------------------------------------------------------------------------------- 
Drug/HBA                                       2.9%                     1.6%
- -------------------------------------------------------------------------------
Personal Services                              3.7%                     4.8%
- -------------------------------------------------------------------------------
Automotive                                     0.1%                     0.1%
- -------------------------------------------------------------------------------
Home Improvement                               0.1%                     0.1%
- -------------------------------------------------------------------------------
Mall Entertainment                             4.9%                     5.6%
- ------------------------------------------------------------------------------- 
Other Non-GAFO - Misc.                           **                     0.5%
- -------------------------------------------------------------------------------
OTHER NON-GAFO TOTAL                          12.3%                    14.9%
- -------------------------------------------------------------------------------
TOTAL NON-GAFO                                21.9%                    23.4%
- -------------------------------------------------------------------------------
Other Miscellaneous                            3.3%                     0.7%
- ------------------------------------------------------------------------------- 
GRAND TOTAL                                  100.0%                   100.0%
===============================================================================
*       Data for Stationery/Cards/Gifts/Novelty, Books, and Sporting
        Goods/Bicycles are combined into Other GAFO - Miscellaneous until 1994.

**      Not available.
===============================================================================

        According to the ICSC White Paper: Overstoring - A Look at Retail Space
and Sales Performance; Shopping Center Inclined Sales have grown from $257
billion in 1972 to $1.244 trillion in 1995, a 7.1 percent annual growth rate.
Historical data is shown below.

- -------------------------------------------------------------------------------
                                     -15-

<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------

===============================================================================
                      SHOPPING CENTER INCLINED STORE SALES
                              1972-1995 (BILLIONS)
===============================================================================
                          1972            1980            1990            1995
===============================================================================
Sales                     $257            $532           $1,000          $1,244
- -------------------------------------------------------------------------------
Compound Annual Growth
- -------------------------------------------------------------------------------
      1972-1995            7.1%
- -------------------------------------------------------------------------------
      1972-1980            9.5%
- -------------------------------------------------------------------------------
      1980-1990            6.6%
- -------------------------------------------------------------------------------
      1990-1995            4.3%
===============================================================================
Source:   U.S. Bureau of The Census and ICSC White Paper:  Overstoring - A 
          Look at Retail Space and Sales Performance.
===============================================================================

        From the above, we see that the most recent annual rate of growth
(1990-1995) in Shopping Center Inclined Sales of 4.3 percent has decreased to
less than half of what it was during the 1970s (9.5 percent). Projections
through December 2000 are for a compound growth rate of 4.5 percent.

        Shopping centers have stabilized their share of shopping center
inclined sales. In 1972 this share was estimated at 48 percent. Since the early
1980s, this share has stabilized in the 72 to 73 percent range. For example,
the estimated sales total of $894 billion of shopping center sales in 1995 was
equal to 72 percent of total inclined sales.

NON-STORE RETAILING

        In 1995, non-store retailing accounted for $69.7 billion, or 3.92
percent of total non-automotive retail sales. Of this total, $49.7 billion was
attributed to mail/telephone order catalog retailers. The balance is comprised
of coin-operated vending machines, house-to-house canvassing, party plan (i.e.
tupperware parties) telemarketing and other non-store venues such as home
shopping networks and electronic commerce.

<TABLE>
<CAPTION>
==============================================================================================================
                                      NON-STORE AND TOTAL RETAIL SALES
==============================================================================================================
    YEAR          TOTAL MAIL ORDER          NON-STORE           TOTAL NON-AUTO SALES          % OF TOTAL
==============================================================================================================
    <S>            <C>                    <C>                       <C>                         <C>  
    1985            $15,848 mil.           $28,275 mil.              $1,071,828                  2.64%
- --------------------------------------------------------------------------------------------------------------
    1990            $26,577 mil.           $45,632 mil.              $1,457,006                  3.13%
- --------------------------------------------------------------------------------------------------------------
    1995            $49,710 mil.           $69,667 mil.              $1,778,915                  3.92%
==============================================================================================================
Source: Department of Commerce
==============================================================================================================
</TABLE>

        Mail order sales, currently at only 2.8 percent of total retail sales,
continue to grow. Estimates currently place on-line sales at $518.0 million or
1 percent of the mail order tally. Estimates place total on-line sales as high
as $6.6 billion by the year 2000. Since 1990, mail order sales have grown at an
annual rate of 9.9 percent which is double the average growth of non-automotive
retail sales and 1.7 times the average growth of GAFO store sales. One measure
of this growing trend is the November/December ratio of mail order to GAF store
sales. In 1990, the ratio was 5.4 percent. By 1992 it had grown to 6.9 percent
and by 1995 it was 7.6 percent.

- -------------------------------------------------------------------------------
                                     -16-

<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------

INDUSTRY TRENDS

        According to the NATIONAL RESEARCH BUREAU, there were a total of 42,953
shopping centers in the United States at the end of 1997. During this year, 823
new centers opened, a 1.9 percent increase over 1996 but less than the 895 that
opened in 1996. The greatest growth came in the small center category (less
than 100,000 square feet) where 431 centers were constructed. In terms of GLA
added, new construction in 1997 was up 2.5 percent resulting in an addition of
128.9 million square feet of GLA from approximately 5.1 billion to 5.23 billion
square feet.

<TABLE>
<CAPTION>
===============================================================================================================================
                                                 CENSUS DATA: HISTORICAL TRENDS
- -------------------------------------------------------------------------------------------------------------------------------
                                                  TOTAL        AVERAGE       AVERAGE        % CHANGE                 % INCREASE
                   NO. OF        TOTAL            SALES        GLA PER      SALES PER       IN SALES       NEW        IN TOTAL
    YEAR          CENTERS         GLA           (BILLIONS)      CENTER       SQ. FT.       PER SQ. FT.   CENTERS       CENTERS
===============================================================================================================================
    <S>           <C>       <C>               <C>              <C>          <C>              <C>         <C>            <C>  
    1987           30,641    3,722,957,095     $602,294,426     121,502      $161.78          2.41%       2,145          7.53%
- -------------------------------------------------------------------------------------------------------------------------------
    1988           32,563    3,947,025,194     $641,096,793     121,212      $162.43          0.40%       1,922          6.27%
- -------------------------------------------------------------------------------------------------------------------------------
    1989           34,683    4,213,931,734     $682,752,628     121,498      $162.02         -0.25%       2,120          6.51%
- -------------------------------------------------------------------------------------------------------------------------------
    1990           36,515    4,390,371,537     $706,380,618     120,235      $160.89         -0.70%       1,832          5.28%
- -------------------------------------------------------------------------------------------------------------------------------
    1991           37,975    4,563,791,215     $716,913,157     120,179      $157.09         -2.37%       1,460          4.00%
- -------------------------------------------------------------------------------------------------------------------------------
    1992           38,966    4,678,527,428     $768,220,248     120,067      $164.20          4.53%         991          2.61%
- -------------------------------------------------------------------------------------------------------------------------------
    1993           39,633    4,770,760,559     $806,645,004     120,373      $169.08          2.97%         667          1.71%
- -------------------------------------------------------------------------------------------------------------------------------
    1994           40,368    4,860,920,056     $851,282,088     120,415      $175.13          3.58%         735          1.85%
- -------------------------------------------------------------------------------------------------------------------------------
    1995           41,235    4,967,160,331     $893,814,776     120,460      $179.94          2.75%         867          2.15%
- -------------------------------------------------------------------------------------------------------------------------------
    1996           42,130    5,100,605,534     $933,918,275     121,068      $183.10          1.75%         895          2.17%
- -------------------------------------------------------------------------------------------------------------------------------
    1997           42,953    5,229,490,942     $980,026,364     121,749      $187.40          2.35%         823          1.95%
- -------------------------------------------------------------------------------------------------------------------------------
  Compound
   Annual
   Growth          +3.44%           +3.46%           +4.99%         N/A       +1.48%            N/A         N/A            N/A
===============================================================================================================================
Source:  National Research Bureau Shopping Center Database and Statistical Model
===============================================================================================================================
</TABLE>

        From the chart we see that both total GLA and total number of centers
have increased at a compound annual rate of approximately 3.5 percent since
1987. New construction was up 2.5 percent in 1996, a slight decrease over 1996
but still well below the peak year 1987 when new construction increased by 7.5
percent. California was by far the most active state with 109 new centers
opening, followed by New Jersey (55), Georgia (49) and New York (42).

- -------------------------------------------------------------------------------
                                     -17-

<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------

        Among the 42,953 centers in 1997, the following breakdown by size is in
evidence.

<TABLE>
<CAPTION>
===========================================================================================
                     U.S. SHOPPING CENTER INVENTORY, YE DECEMBER 1997
===========================================================================================
                                       NUMBER OF CENTERS         SQUARE FEET (MILLIONS)
                                   --------------------------------------------------------
         SIZE RANGE (SF)             AMOUNT       PERCENT       AMOUNT         PERCENT
===========================================================================================
      <S>                           <C>           <C>          <C>             <C>  
          Under 100,000              26,928         62.7%       1,318.1          25.2%
- -------------------------------------------------------------------------------------------
        100,001- 200,000             10,400         24.2%       1,430.9          27.4%
- -------------------------------------------------------------------------------------------
        200,001- 400,000              3,595          8.4%         959.5          18.3%
- -------------------------------------------------------------------------------------------
        400,001- 800,000              1,324          3.0%         736.4          14.1%
- -------------------------------------------------------------------------------------------
       800,001- 1,000,000               316           .7%         284.8           5.4%
- -------------------------------------------------------------------------------------------
         Over 1,000,000                 390           .9%         499.7           9.6%
- -------------------------------------------------------------------------------------------
              TOTAL                  42,953        100.0%       5,229.5         100.0%
===========================================================================================
Source:  National Research Bureau (some numbers slightly rounded).
===========================================================================================
</TABLE>

        Empirical data shows that the average GLA per capita is increasing. In
1997, the average for the nation was 19.57. This was up nearly 3.5 square feet
or 21.6 percent from 16.1 in 1988. Among states, Delaware surpassed Florida and
now has the highest GLA per capita with 29.12 square feet. South Dakota has the
lowest at 9.12 square feet. Per capita GLA for regional malls (loosely defined
as all centers in excess of 400,000 square feet) has also been rising from 5.0
in 1988 to 5.7 in 1997. This information is presented on the following chart.

      ====================================================================
                                GLA PER CAPITA
      ====================================================================
                YEAR                ALL CENTERS        REGIONAL MALLS *
      ====================================================================
                1988                    16.1                  5.0
      --------------------------------------------------------------------
                1989                    17.0                  5.2
      --------------------------------------------------------------------
                1990                    17.7                  5.3
      --------------------------------------------------------------------
                1991                    18.1                  5.3
      --------------------------------------------------------------------
                1992                    18.3                  5.5
      --------------------------------------------------------------------
                1993                    18.5                  5.5
      --------------------------------------------------------------------
                1994                    18.7                  5.4
      -------------------------------------------------------------------- 
                1995                    18.9                  5.5
      --------------------------------------------------------------------
                1996                    19.2                  5.6
      --------------------------------------------------------------------
                1997                    19.6                  5.7
      ====================================================================
      Source:  International Council of Shopping Center:  The Scope of
               The Shopping Center Industry and National Research Bureau
      ====================================================================
      *        Centers in excess of 400,000 square feet.
      ====================================================================

        While per capita GLA has continued to increase, a key issue is that the
rate of increase has slowed. Per capita space has increased by only slightly
under 2.0 square feet during the period 1990 through 1997. This trend is
manifested in the pace of inventory increases from 165 million square feet per
year between 1972 and 1980, to 143 million square feet per year (1980-1990),
and 120 million square feet per year (1990-1997).

- -------------------------------------------------------------------------------
                                     -18-

<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------

        Construction data also indicates that while the overall pace of
shopping center openings has eased, the pace of large store (50,000 to 200,000
square feet) construction has more than doubled. During the more recent five
year period, big boxes have accounted for 41 percent of inventory additions.

===============================================================================
                          TRENDS IN INVENTORY GROWTH *
                                   1972-1995
===============================================================================
                                      1972-1980       1980-1990     1990-1995
- -------------------------------------------------------------------------------
Shopping Center Space Added               164            143           115
- -------------------------------------------------------------------------------
Free-Standing Stores                       36             34            79
(50,000 - 200,000 SF)
- -------------------------------------------------------------------------------
Total                                     200            177           194
- -------------------------------------------------------------------------------
Big Box Allocation of Inventory Growth     18%            19%           41%
===============================================================================
*       Average Annual Increase (Million Square Feet)
===============================================================================
Source: NRB and F.W. Dodge
===============================================================================

        FW Dodge reports that total construction starts increased by 20 percent
in 1997 to 11,167 projects. In terms of square footage, the increase was
approximately 7.0 percent as detailed below:

===============================================================================
                     NATIONWIDE RETAIL CONSTRUCTION STARTS
===============================================================================
                                        1996                      1997
                               ======================    ======================
                                STARTS      SF (000)      STARTS      SF (000)
===============================================================================
Malls                              12        14,274          10          9,266
- -------------------------------------------------------------------------------
Shopping Centers                1,158        43,259       1,199         38,673
- -------------------------------------------------------------------------------
Free-standing Stores            2,981       120,799       3,331        127,962
- -------------------------------------------------------------------------------
Restaurants/Convenience         2,817        15,370       2,759         17,592
- -------------------------------------------------------------------------------
Other Retail                    2,331        29,399       3,868         45,149
- -------------------------------------------------------------------------------
Total                           9,299       223,101      11,167        238,642
===============================================================================

        The National Research Bureau reports that growth in the power center
component continues to slow. The number of centers reporting to be positioned
as power centers grew by 61 percent between 1994 and 1995. However, this rate
slowed to 31 percent in 1996 and 18 percent in 1997. During 1997, 69 "new"
power centers opened with 63 percent representing actual first time openings
and 37 percent coming from renovation, expansion or repositionings.

        In their publication, NRB/Shopping Centers Today 1997 Shopping Center
Census, the National Research Bureau reports that overall retail conditions
were good in 1997. Total shopping center sales increased 4.9 percent to $980.02
billion in 1997, up from $933.81 billion in 1996.

- -------------------------------------------------------------------------------
                                     -19-

<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
=======================================================================================================
                                 SELECTED SHOPPING CENTER STATISTICS
                                              1990-1997
=======================================================================================================
                                                                                              COMPOUND
                                                                                               ANNUAL
                                           1990        1995        1996          1997          GROWTH
=======================================================================================================
<S>                                     <C>         <C>         <C>            <C>              <C> 
Retail Sales in Shopping Centers *       $706.40     $893.81     $933.92        $980.03          4.8%
- -------------------------------------------------------------------------------------------------------
Total Leasable Area **                      4.39        4.97        5.10           5.23          2.5%
- -------------------------------------------------------------------------------------------------------
Unit Rate                                $160.89     $179.94     $183.10        $187.40          2.2%
=======================================================================================================
*       Billions of Dollars

**      Billions of Square Feet
=======================================================================================================
Source: National Research Bureau
=======================================================================================================
</TABLE>

        According to the National Research Bureau, total sales in shopping
centers have grown at a compound rate of 5.0 percent since 1987. As described,
aggregate sales were up 4.9 percent nationwide from $933.9 billion (1996) to
$980.0 billion (1997). In 1997, average sales were $187.40 per square foot, up
2.3 percent over 1996 and 2.2 percent (compound growth) over the past several
years. The biggest gain came in the super-regional category (more than 1.0
million square feet) where sales were up 3.6 percent to $214.90 per square
foot. Nonetheless, with compound sales growth lagging the growth in GLA, there
is an indication of overbuilding by this broad measure.

        The following chart tracks the change in average sales per square foot
by size category.

<TABLE>
<CAPTION>
================================================================================================================
                                         SALES TRENDS BY SIZE CATEGORY
                                                   1993-1997
================================================================================================================
                                                 AVERAGE SALES PER SQUARE FOOT
                               =================================================================================
                                                                                                    COMPOUND
                                                                                                     ANNUAL
          CATEGORY                    1993          1994         1995        1996         1997       GROWTH
================================================================================================================
   <S>                             <C>           <C>          <C>         <C>          <C>           <C> 
    Less than 100,000 SF            $193.10       $199.70      $204.94     $209.74      $215.90       +2.8%
- ----------------------------------------------------------------------------------------------------------------
    100,001 to 200,000 SF           $156.18       $161.52      $166.00     $169.56      $173.98       +2.7%
- ----------------------------------------------------------------------------------------------------------------
    200,001 to 400,000 SF           $147.57       $151.27      $153.96     $154.07      $155.99       +1.4%
- ----------------------------------------------------------------------------------------------------------------
    400,001 to 800,000 SF           $157.04       $163.43      $168.21     $170.14      $172.39       +2.4%
- ----------------------------------------------------------------------------------------------------------------
   800,001 to 1,000,000 SF          $194.06       $203.20      $210.40     $213.93      $219.38       +3.1%
- ----------------------------------------------------------------------------------------------------------------
   More than 1,000,000 SF           $183.90       $193.13      $201.05     $207.44      $214.90       +4.0%
- ----------------------------------------------------------------------------------------------------------------
            TOTAL                   $169.08       $175.13      $179.94     $183.10      $187.40       +2.6%
================================================================================================================
Source: National Research Bureau
================================================================================================================
</TABLE>

        Per capita retail sales were $3,667 in the United States in 1997, up
4.1 over $3,521 in 1996. The highest per capita sales were in Florida ($6,039)
while the lowest were found in South Dakota ($1,665).

- -------------------------------------------------------------------------------
                                     -20-

<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------

        Consumers demand for value and selection have led to an unprecedented
growth of the category killer, superstore and warehouse club concepts. In its
annual industry report, Discount Store News has identified the nation's top 200
merchants. Overall, these merchants posted sales of $336.6 billion, up 7.5
percent over 1995. The chart below highlights the year-to-year performance
along with 1997 projections.

<TABLE>
<CAPTION>
======================================================================================================================
                                          SALES BY SEGMENT (IN BILLIONS $)
======================================================================================================================
                                        1995          1996        MARKET SHARE         % CHANGE        1997 (PROJ.)
- ----------------------------------------------------------------------------------------------------------------------
<S>                      <C>           <C>           <C>                <C>              <C>              <C>   
Full-Line Discount Stores(1)           $150.9        $162.3             48%              7.6%             $178.5
- ----------------------------------------------------------------------------------------------------------------------
Specialty Discounters(2)                 67.5          76.3             23%             13.1%               87.5
- ----------------------------------------------------------------------------------------------------------------------
Warehouse Clubs                          41.1          43.5             13%              5.8%               45.9
- ----------------------------------------------------------------------------------------------------------------------
Other Discount Mass Merchants(3)         30.8          31.8              9%              5.0%               33.4
- ----------------------------------------------------------------------------------------------------------------------
Off-Price Apparel Chains                 15.8          16.9              5%              6.2%               17.9
- ----------------------------------------------------------------------------------------------------------------------
Jewelry/Hard Lines Retailers              6.9           5.9              2%            (15.0%)               5.1
- ----------------------------------------------------------------------------------------------------------------------
Total Market                           $313.0        $336.6            100%              7.5%             $368.5
======================================================================================================================
(1)   Includes full-line discount department stores, supercenters, closeouters and single-price retailers

(2)   Includes home, automotive, crafts, toys, office supplies, book, computer superstores, baby superstores, pet
      supplies, consumer electronics and sporting goods specialty stores.

(3)   Includes Sears, Ward, QVC, HSN and variety stores.
======================================================================================================================
Source: DSN Research
======================================================================================================================
</TABLE>

        As can be seen, the largest segment is comprised of full line discount
stores which was up 7.6 percent to $162.3 billion, or 48 percent of all sales.
Excluding Wal-Mart, by far the industry leader, 75 retailers in the DSN top 200
posted double digit sales gains. The biggest winners were baby superstores
(+47.2%), book superstores (+35.9%), and home furnishing superstores (33.1%).
Among the supercenter categories, Wal-Mart Supercenter's $19.3 billion in
sales, up 67.7 percent over 1995, accounted for more than half of the segment's
$36.2 billion in sales.

        The Urban Land Institute, in the 1997 edition of Dollars and Cents of
Shopping Centers, reports that vacancy rates range from a low of 2.0 percent in
neighborhood centers to 14.0 percent for regional malls. Super-regional malls
reported a vacancy rate of 7.0 percent and community centers were 4.0 percent
based upon their latest survey.

MARKET SHIFTS - CONTEMPORARY TRENDS IN THE RETAIL INDUSTRY

        The mid 1990s have continued the trend of profound changes in the
retail industry. Department stores have emerged from the troubles of late 1980s
and early 1990s to be stronger than ever. Continued consolidations in this
industry segment should continue. Specialty retailers continue to experience a
shakeout of weaker, out of favor formats while discounters gain market share.
Power centers, the growth vehicle of the last several years have reached a
point of saturation that has undermined investor's interest in this product.
Outlet centers are still struggling, however, the super-regional mega-center
appears poised to be the hot concept for the next few years.

        Some of the important recent developments in the industry can be
summarized as follows:

- -------------------------------------------------------------------------------
                                     -21-

<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------

DEPARTMENT STORES

        Consolidation in the department store industry segment continued,
albeit at a slower pace than seen over the last few years.

         o    DILLARD'S INC. announced (5/98) their intent to acquire
              Mercantile Stores Company Inc. for $2.9 billion. Mercantile
              operates 103 predominantly fashion apparel stores and 16 home
              fashion stores in 17 states primarily south and midwest.

         o    LIBERTY HOUSE, a Honolulu based department chain, filed for
              bankruptcy in early 1998. The company operates 11 department
              stores and 25 specialty stores in Hawaii and Guam.

         o    JC PENNEY announced (1/98) they would close 75 poorly performing
              stores and dismiss 4,900 employees or 2 percent of its workforce.
              Investors and analysts praised the move.

         o    VENTURE STORES, which operates 93 discount stores in nine
              midwestern states filed Chapter 11 (1/98). However, their
              interest to shift from a general merchandise discount format to
              an expanded assortment of home, family and leisure merchandise
              has apparently failed. In May 1998 they announced they will sell
              off their remaining 89 units to Kimco. In August 1997 Kimco
              structured a sale leaseback with Venture for 49 stores. Kmart is
              expected to take up to 50 of these remaining leaseholds from
              Kimco.

         o    ROSE'S STORES - Announced (11/97) their pending acquisition by
              Variety Wholesalers. Rose's is a North Carolina based 106 store
              junior department store chain. The privately held Variety
              Wholesalers operates 500 units in the southeast.

         o    PROFFITT'S - Announced (11/97) they will buy CARSON PIRIE SCOTT,
              a midwest based retailer with 56 units and $1.1 billion in annual
              sales. Proffitt's acquired 38 unit PARISIAN chain for $221
              million. Company now controls 141 stores in 19 states. They have
              also announced an agreement to acquire G.R. HERBERGER'S, a
              40-unit department store chain based in St. Cloud, Minnesota for
              $153 million.

         o    BARNEYS INC. - Remains in bankruptcy through the first half of
              1998 with no clear plan to emerge.

         o    MONTGOMERY WARD & CO. - With 400 stores in 43 states filed
              Chapter 11 in July 1997. They have announced the closure of 48
              units which are being acquired by Klaff Realty LP in partnership
              with the Lubert-Adler Real Estate Opportunity Fund. Ward's
              reported a loss of $1.17 billion in 1997, nearly five times the
              $237 million it lost in 1996.

         o    STRAWBRIDGE & CLOTHIER - 128 year old Philadelphia based
              institution sold 13 unit department store division to May
              Company. Its 27 unit discount CLOVER division went to Kimco which
              is putting Kohl's in several of the units, their initial foray
              into the East.

- -------------------------------------------------------------------------------
                                     -22-

<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------

         o    RICH'S - 26 unit New England based regional chain closes.

         o    Discounters are being attacked from two sides. Big Box category
              killers have rapidly expanded on one side. Alternatively, full
              service department stores have become more promotional, closing
              the price advantage gap discounters have traditionally enjoyed.
              For example, BRADLEES and CALDOR remain in bankruptcy and AMES
              continues to look for the right strategy to compete against
              Wal-Mart, Kmart, Target and now Kohl's, the latter two of which
              are aggressively expanding in the Mid-Atlantic and northeast
              regions. Bradlees and Caldor expect to emerge from Chapter 11 in
              1998 and there has been some talk of a merger.

SPECIALTY RETAILERS

        Troubles continues for several specialty retailers as the protracted
shake-out continued with several Chapter 11 filings, downsizings, and some
cases, out-right liquidations. Among the more notable:

         o    LECHTERS announced (3/98) that it will close 60 to 70 mall based
              stores in 1998 but open 25 new units in strip centers.

         o    THE LIMITED INC. announced (2/98) that it will close all but one
              of its Henri Bendel stores, spin-off Abercrombie & Fitch to
              shareholders and close 200 of its underperforming stores in its
              various apparel divisions. This is in addition to the 200 stores
              it began closing in December. In the largest revamping since
              1969, Limited expects to close about 10 percent of its stores.

         o    EGGHEAD SOFTWARE announced (1/98) it will close all 80 of its
              stores in the first quarter of 1998 and sell its products
              exclusively over the internet. Egghead thus becomes the first
              chain retailer to give up its store base for cyberspace sales.

         o    YES CLOTHING COMPANY filed for bankruptcy (1/98) under Chapter
              11. The company had recapitalized in 1996 when the designer and
              co-founder of Guess Inc., George Marciano, acquired 80 percent of
              the company.

         o    WINKLEMAN'S, a division of Petrie Retail, announced (1/98) that
              they will liquidate the 49 store chain. Petrie has been operating
              under Chapter 11 since 10/95 and has been trying to sell the
              chain for some time. A letter of intent to purchase with Crowley,
              Milner & Co. was recently withdrawn.

         o    ONE PRICE CLOTHING STORES, announced (1/98) they will close 75
              performing stores and eliminate 6 percent of its workforce as
              part of a restructuring plan. The company has 688 units in the
              United States, Puerto Rico, and U.S. Virgin Islands.

- -------------------------------------------------------------------------------
                                     -23-

<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------

         o    Cleveland based HOMEPLACE, a 98-unit, privately held chain, filed
              for Chapter 11 (1/98) putting their expansion plans on hold until
              they can sort out their financial situation.

         o    THE WIZ INC., the New York area based electronics retailer filed
              for bankruptcy (12/97) saying it will close 17 of its 50 Nobody
              Beats The Wiz stores.

         o    BERNARD CHAUS INC., the struggling maker of Chaus women's
              clothing and Nautica Sportswear, announced (11/97) it would close
              20 of its 21 outlet stores.

         o    HOME EXPRESS will liquidate its 12 remaining housewares and
              linens stores by October 1997. The chain, which at one time had
              33 units, had filed Chapter 11 in February 1996.

         o    LEVITZ FURNITURE INC. filed for Chapter 11 on September 5, 1997.
              The company operates 68 showrooms and 61 smaller stores in 26
              states. It will initially close 18 stores.

         o    KMART will shed BUILDERS SQUARE for $10.0 million to Leonard
              Green & Partners who will merge it with HECHINGERS.

         o    PAYLESS CASHWAYS filed Chapter 11 in July 1997, but emerged on
              December 2, 1997.

         o    WAL-MART announces closure of 7 year old BUD'S chain in July
              1997.

         o    WOOLWORTH announces closure of all remaining (400) variety stores
              in July 1997.

         o    SERVICE MERCHANDISE announces (4/97) it would close 60 of its 400
              stores.

         o    CONSOLIDATED STORES announced (3/97) it is scrapping its ALL FOR
              ONE DOLLAR chain (175 units).

         o    GROSSMANS INC., a home improvement retail chain, filed Chapter 11
              in March 1997.

         o    OSHMANS SPORTING GOODS announces closure (2/97) of 50 of its 84
              conventional stores to concentrate on its superstore concept.

         o    LINEN SUPERMARKET (80 units) liquidated in June 1997.

         o    ROSES AUTO STORES filed Chapter 11 in June 1997 and immediately
              closed all 62 stores. It then reopened 6.

         o    LURIA'S, the 99-year old apparel and hard goods chain filed
              Chapter 11 in August 1997 and is closing 11 of its 17 stores. The
              chain at one time had 50 locations throughout Florida.

         o    ALL ABOUT SPORTS filed Chapter 11 in May 1997 and immediately
              announced plans to liquidate.

- -------------------------------------------------------------------------------
                                     -24-

<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------

         o    MCCRORY CORP. is seeking court approval to close 307 of its 461
              remaining stores and liquidate. At one time it ran 820 stores in
              1992 when it filed for protection.

         o    LIMITED will close 200 of its 4,500 units during 1997.

         o    HANDY ANDY - Regional home improvement chain closed remaining 54
              stores.

         o    HERMAN'S liquidated all of its sporting goods stores in the
              northeast (5/96).

         o    BARNEY'S - High profile New York based upscale retailer filed
              Chapter 11.

         o    MERRY-GO-ROUND liquidated and closed its remaining 560 units
              including Chess King, Dejaiz and Cignal units.

         o    JAMESWAY - Regional discount department store chain in the
              northeast liquidated.

         o    INCREDIBLE UNIVERSE - After aggressive foray into this mega store
              format (185,000+/- square feet), TANDY closes division down.
              Tandy will also close the remaining 53 units of its struggling
              MCDUFF ELECTRONICS chain and 19 of its 108 COMPUTER CITY units.

         o    ERNST HOME CENTERS - Board approved liquidation of 53-unit chain.

         o    KIDS MART - 144-unit childrens apparel chain rumored to be close
              to filed Chapter 11 in January 1997 and liquidated in April
              1997..

         o    SUN TELEVISION AND APPLIANCE is considering closing 9 of its 50
              stores citing losses.

         o    BEST having sold its remaining units to Shottenstein Corp. in
              November 1996, the new owner initiated a liquidation of the
              former catalog showroom.

         o    AUTOWORKS (129 units) - Less than one month after filing Chapter
              11 in July 1997, Hahn Automotive Warehouse got bankruptcy court
              permission to liquidate the inventory of its 83 unit subsidiary.

         o    RICKEL HOME CENTERS - 86 unit home improvement chain filed
              Chapter 11 and announced (10/97) they will close its remaining 49
              units in New York, New Jersey, Pennsylvania, and Delaware, laying
              off 2,000 people.

         o    HOUSE OF FABRICS filed Chapter 11 and closes 86 of its 361 units.

         o    DISCOVERY ZONE - Fast expanding childrens' entertainment and
              recreation oriented concept filed Chapter 11.

         o    BEN FRANKLIN - Arts and crafts retailer filed Chapter 11 and
              subsequently ordered to liquidate.

- -------------------------------------------------------------------------------
                                     -25-

<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------

         o    KUPPENHEIMER - Apparel retailer files Chapter 11 and plans to
              close half of its 87 units in New Jersey, New York, Pennsylvania,
              and Delaware, laying off 2,000 people.

         o    COUNTY SEAT - 740-unit apparel retailer has filed Chapter 11 and
              will close 200 units. THE WET SEAL has made a proposal to acquire
              508 of the stores.

         o    ALL FOR A DOLLAR - 111-unit close-out chain has filed Chapter 11.


SPECIALTY RETAILERS - MERGERS/ACQUISITIONS

        Mergers and consolidations among specialty retailers, drug, supermarket
and apparel categories continue. Evidence of changes among the movie business
is also a recognized trend.

         o    COMPUSA, INC. (6/98) has agreed to buy COMPUTER CITY from Tandy
              Corp. for $275 million in cash and notes. CompUSA, the nation's
              largest PC chain, operates 160 stores. Computer City has 100
              units and had sales of $1.9 billion.

         o    WOOLWORTH announced (5/98) their intention to acquire THE SPORTS
              AUTHORITY for $570 million in stock and the assumption of $179
              million in debt. Sports Authority operates 203 stores with annual
              revenues of $1.4 billion

         o    ROYAL AHOLD N.V. announced (5/98) their intent to acquire Giant
              Foods Inc. in a $2.6 billion deal. Giant Foods operates 177 units
              in the Mid-Atlantic states and had 1997 revenues of $4.2 billion.

         o    CLAIRE'S STORES announced (3/98) they will buy Lux Corporation, a
              specialty unisex apparel chain for teenagers which operates 56
              units under the name Mr. Rags.

         o    STAPLES agreed (4/98) to acquire Quill Corp., a privately held
              office supplies company for $685 million in stock. Quill sells
              through mail order catalogs, the Internet, and telemarketing.

         o    CVS CORP. announced (2/98) they plan to merge with ARBOR DRUGS in
              a $1.48 billion stock-swap to create the nation's largest drug
              store company with $15 billion in revenues and 4,100 stores in 25
              states.

         o    CAMELOT MUSIC emerged from bankruptcy (1/98) with a plan to
              become the nation's third largest music retailer with 305 stores
              in 34 states and annual revenue in excess of $550 million. It has
              proposed an acquisition of the 153 unit THE WALL MUSIC, INC.

         o    Philadelphia based TODAY'S MAN emerged from 23 months in Chapter
              11 (12/97) with 25 stores and plans to expand their presence in
              New York, New Jersey, Maryland and Virginia.

         o    THE WIZ, having filed for bankruptcy protection in 12/97,
              announced (1/98) they will be acquired by Cablevision Systems for
              approximately $100 million.

- -------------------------------------------------------------------------------
                                     -26-

<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------

         o    HICKS, MUSE, TATE, AND FURST INC. and KOHLBERG, KRAVIS ROBERTS &
              CO., normally rivals, teamed up (1/98) to purchase Regal Cinemas.
              In October, KKR acquired ACT III CINEMAS and in November, Hicks,
              Muse had planned to acquire United Artists, the nation's third
              largest chain for $850.0 million and combine it with the others
              but the deal collapsed in late February.

         o    AUTO ZONE has signed (5/98) a definitive agreement to acquire
              Dallas based CHIEF AUTO PARTS which owns 556 units mostly in
              California and Texas. The price tag is $280 million including the
              assumption of $205 million in debt. In January 1998, Auto Zone
              completed its acquisition of Auto Palace (112 units) for $55
              million.

         o    RITZ CAMERA CENTERS has acquired (1/98) Seattle based Kits Camera
              Inc., the third largest independent in the country. Ritz's total
              store count grows from 670 to 810.

         o    SONY CORP. AND CINEPLEX ODEON CORP. agreed (10/97) to combine
              their theaters in a $1.0 billion transaction that will create a
              2,600 screen chain, second in North America to the 2,700 screen
              Carmike Cinemas.

         o    GART SPORTS, a Denver based privately held chain, has agreed to
              acquire (10/97) Sportmart Inc, forming the second largest
              sporting goods chain with 120 stores in 13 states and sales of
              $700 million.

         o    FRED MEYER, INC., announced (11/97/) they will merge with Quality
              Food Centers and Ralph's Grocery Company in two separate
              transactions that will create a $15.0 billion company with 800
              stores in 14 states. In early 1997 they merged with Smiths Food
              and Drug creating a 265 unit chain with $7.0 billion in sales.

         o    CONSOLIDATED STORES, operator of Odd Lots, Big Lots, and Kay Bee
              Toys (1,940 units) announced (11/97) they will acquire
              MacFrugal's Bargain Close-outs (325 units in 18 states) for
              nearly $1.0 billion.

         o    DISCOUNT AUTO PARTS, a 411 unit Florida based automotive after
              market chain, announced (11/97) its merger with Hi-Lo Automotive,
              forming a 598 unit company with combined revenues of $700
              million.

         o    PETCO has announced (9/97) their intended acquisition of PetCare,
              an 81 store privately held chain based in Chicago.

         o    JITNEY JUNGLE STORES OF AMERICA (105 units) will acquire
              Delchamps (118 units).

         o    CVS DRUG acquired Revco in February 1997 with combined total of
              4,000 stores and $10 billion in sales.

         o    STAPLES proposed merger with OFFICE DEPOT in a $3.4 billion deal
              nixed by FTC.

         o    TOYS R US acquired BABY SUPERSTORE in $407 million deal (2/97).

- -------------------------------------------------------------------------------
                                     -27-

<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------

         o    MELVILLE sold KAY BEE TOYS to CONSOLIDATED STORES adding to its
              Toy Liquidators, Toys Unlimited and Amazing Toys close-out units
              for $315 million. Melville has officially changed its name to CVS
              Corp.

         o    SAFEWAY to acquire VON'S in a $1.65 billion deal, creating an
              operation with 1,400 stores, 139,000 employees and $22.0 billion
              in revenues. They will still trail the industry leader, KROGER,
              in size.

         o    JC PENNEY, parent of THRIFT DRUG, announced they will acquire
              FAY'S INC., operator of 272 units, making Thrift the nation's
              eight largest chain. Penney's acquisition of ECKERD DRUG has been
              cleared by the FTC.

         o    CVS CORP. sold BOB'S STORES in late 1997 to a group led by Bob's
              management and Citicorp Venture Capital Ltd.

         o    SEARS & ROEBUCK acquired the 61 unit ORCHARD SUPPLY HARDWARE
              chain for $415 million.

         o    WABAN, INC. - to spin off BJ'S WHOLESALE CLUB and change its name
              to its other wholesale club division, HomeBase.

         o    FOOD LION - announced its pending acquisition of KASH N KARRY in
              a $341.0 million deal.

         o    PETSMART - Announced plans to acquire PET CITY HOLDINGS, the
              largest pet superstore chain in the UK.

         o    TJX COMPANIES - announced intent to sell its CHADWICK'S OF BOSTON
              catalog to Brylane LP.

         o    REVCO - completed its tender offer for BIG B drug store chain.

         o    QUALITY FOOD CENTERS - Bellevue, WA based supermarket chain to
              acquire 56-unit HUGHES FAMILY MARKETS for $360 million.

    o    REITs continued their aggressive acquisition posture during the year
         being the most active buyer of product. Between 1994 and 1997, REITs
         increased their ownership from 2.5 percent to 6.6 percent of all
         shopping centers. Among regional malls, they own 23 percent of all
         centers.

    o    Simon DeBartolo has acquired DeBartolo Realty Corp. and derailed the
         Wells Park JVJ/J.W. O'Connor REIT merger with the acquisition of
         Retail Property Trust. Simon then teamed up with Macerich to acquire
         12 malls from ERE Yarmouth on behalf of IBM in December 1997. In
         February 1998 they announced a $5.781 billion merger with Corporate
         Property Investors.

    o    Kimco and The Price REIT have merged (6/98) to form one of the
         nation's largest shopping center REITs with nearly 51.0 million square
         feet in 390 centers in 40 states and a market capitalization of $3.4
         billion.

    o    Trizec Hahn is selling 20 of their top performing malls to Westfield
         and The Rouse Co. in a $2.55 billion transaction. The properties
         contain 12.5 million square feet.

- -------------------------------------------------------------------------------
                                     -28-

<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------

    o    Newport Beach, CA based Donahue Schriber has merged with Diversified
         Shopping Centers which has created a combined company with assets of
         $500 million.

    o    Regency Realty has been growing through large acquisitions. On March
         7, 1997 it acquired all of the assets of Branch Properties for $232.4
         million. On March 11, 1998 it acquired the real estate assets of the
         Midland Group consisting of 21 centers and a development pipeline of
         11 centers.

    o    Mark Centers Trust announced (April 16, 1998) a definitive agreement
         to merge the company with RD Capital, creating a combined company with
         51 retail properties and 5 multi-family apartments in 16 states.

    o    Kimco Realty Corp. announced (April 27, 1998) that it reached an
         agreement with Venture Stores to purchase their leasehold position at
         89 locations including 30 properties pursuant to a master lease with
         Metropolitan Life.

    o    Excel Realty Trust and New Plan Realty Trust have agreed to merge (May
         1998) in a $1.36 billion stock swap that would create the nation's
         largest strip center REIT. The combined company is to be known as New
         Plan Excel Realty Trust Inc. and would own 332 properties with a
         market capitalization of $3.5 billion.

    o    Consolidation in the Outlet Industry has been predicted for some time.
         After announcing their intent to merge in November 1997, Prime Retail
         completed its merger with Horizon Group Inc. in June 1998. As a result
         of the deal, Prime has integrated 22 of Horizon's top performing
         outlet centers.

    o    Mergers and acquisitions in the outlet industry are expected to
         continue. It is estimated that 130 developers own some 335 outlet
         centers; the industry's five REITs collectively own 165, leaving 125
         owners with the remaining 170 centers. Value Retail News reports that
         over the period 1992 through 1997, twelve buyers have acquired 103
         centers from 25 owners (inclusive of Prime's pending first quarter
         1998 purchase of 20 centers from Horizon).

    o    Despite trends towards consolidation and downsizing, retailers say
         they will continue aggressive expansions over the next four years.
         These results were tabulated from Shopping Center World's 16th Annual
         Retailer's Expansion Plans Survey. Retailers say they will open 28,000
         stores between 1997 and the end of 2000. Among the 148 responding
         retailers, 83 percent planned their expansions in shopping centers led
         by regional malls.

            o    Regional Malls                               72%
            o    Power Centers                                50%
            o    Neighborhood Centers                         46%
            o    Community Centers                            34%
            o    Outlet Centers                               20%
            o    Off-Price Centers                            17%

         37 percent cited the southeastern part of the country as the
         hottest growth area.

- -------------------------------------------------------------------------------
                                     -29-

<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------

    o    According to Value Retail News, seven outlet projects were completed
         in 1997 totaling 1.26 million square feet. The average size of the
         Phase I projects were 179,714 square feet. For 1998, developers are
         planning 25 projects totaling 5.19 million square feet.

    o    Category Killers and discount retailers have continued to drive the
         demand for additional space. However, power centers have continued to
         fall out of favor among many institutional investors. Most experts
         agree that the country is over-stored. Ultimately, it will lead to
         higher vacancy rates and place severe pressure on aging, capital
         intensive centers. Many analysts predict that consolidation will occur
         soon in other superstores categories such as in the office products
         and electronics segments which will result in increased vacancies.

    o    One of the more interesting mergers in recent history occurred in June
         1997 when Lend Lease Corp. acquired Equitable Real Estate Investment
         Management (ERE) and merged it with The Yarmouth Group. The combined
         ERE Yarmouth has over 100 shopping centers with more than 100 million
         square feet under management worldwide.

    o    Entertainment is clearly the new operational requisite for property
         owners and developers who are incorporating some form of entertainment
         into their designs. With a myriad of concepts available, ranging from
         mini-amusement parks to multiplex theater and restaurant themes, to
         interactive high-tech applications, choosing the right formula is a
         difficult task. Many of the nation's largest media and entertainment
         companies are getting into the retail business in some fashion. AMC
         Entertainment has formed a separate subsidiary, Centertainment, Inc.,
         to work with developers to create entertainment based retail projects.

    o    Super-regional value-oriented megamalls such as The Mills concept are
         expected to be one area of growth over the next several years. This
         hybrid concept incorporates the diverse mix of super-regional malls
         with the value-oriented aspects of factory outlets, category killers,
         off-price merchants and retailer clearance outlets under one roof. In
         addition, they add an entertainment component that is designed to
         extend the stay of the patron from approximately one to one and
         one-half hours in a traditional mall format to three to five hours.
         These malls are at least 1.0 million square feet although the Mills
         design averages 1.5 million square feet. They can contain between 7
         and 20 anchors and have trade areas stretching upwards to 100 miles.
         According to Value Retail News, at the end of 1997 there were 13
         megamalls open with a total of 16.7 million square feet. Through 2001,
         there are an additional 16 megamalls planned totaling 20.3 million
         square feet.


INVESTMENT CRITERIA AND INSTITUTIONAL INVESTMENT PERFORMANCE

        Investment criteria for mall properties range widely. Many firms and
organizations survey individuals active in this industry segment in order to
gauge their current investment criteria. These criteria can be measured against
traditional units of comparison such as price (or value) per square foot of GLA
and overall capitalization rates.

- -------------------------------------------------------------------------------
                                     -30-

<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------

        The price that an investor is willing to pay represents the current or
present value of all the benefits of ownership. Of fundamental importance is
their expectation of increases in cash flow and the appreciation of the
investment. Investors have shown a shift in preference to initial return,
placing probably less emphasis on the discounted cash flow analysis (DCF). A
DCF is defined as a set of procedures in which the quantity, variability,
timing, and duration of periodic income, as well as the quantity and timing of
reversions, are specified and discounted to a present value at a specified
yield rate. Understandably, market thinking has evolved after a few hard years
of reality where optimistic cash flow projections did not materialize. The DCF
is still, in our opinion, a valid valuation technique that when properly
supported, can present a realistic forecast of a property's performance and its
current value in the marketplace.

        Equitable Real Estate Investment Management, Inc. reports in their
EMERGING TRENDS IN REAL ESTATE - 1998 that their respondents give retail
investments generally poor performance forecasts in their latest survey due to
the protracted merchant shakeout which will continue into 1997 and the general
overbuilding which has had a fundamental change on the industry. While
dominant, Class A malls are still considered to be one of the best real estate
investments anywhere, only 34 percent of the respondents recommended buying
malls. This was up from 20 percent in 1997.

        The following chart summarizes the results of their current survey.

<TABLE>
<CAPTION>
==============================================================================================================
                                   RETAIL PROPERTY RANKINGS AND FORECASTS
==============================================================================================================
                             INVESTMENT POTENTIAL                               PREDICTED VALUE GAINS
                          ===========================                    =====================================
     PROPERTY TYPE                                          1998
                            RATING(1)     RANKING(2)     RENT CHANGE        1 YR.       5 YRS.      10 YRS.
==============================================================================================================
<S>                           <C>           <C>              <C>             <C>         <C>         <C>  
     Regional Malls           4.6           7th             +0.6%           +2.2%       +11.9%      +22.9%
- --------------------------------------------------------------------------------------------------------------
     Power Centers            3.9           8th            - 0.2%          - 0.4%         8.5%       17.1%
- --------------------------------------------------------------------------------------------------------------
   Community Centers          5.4           5th              1.8%            3.4%        12.7%       23.9%
==============================================================================================================
(1)  Scale of 1 to 10
(2)  Based on 9 property types

Source:  Emerging Trends in Real Estate - 1998
==============================================================================================================
</TABLE>

        REGIONAL MALLS

        It is felt that price declines in malls as an investment have bottomed
out and are slowly recovering. Thirty-four percent of all respondents recommend
buying up from 20 percent last year. However, interviewees regard malls as more
of a hold than a buy and generally counsel against selling at this time. Malls
now rank 7th overall in investment appeal, 9th in development potential, and
8th in overbuilding risk. Value gains of 2.2 percent are forecasted this year,
their 22.9 percent over ten years does not stack up well against other
investment choices. While dominant malls in strong growth markets continue to
be prime investments, older malls are clearly at risk as they are vulnerable to
new competition and have high maintenance costs which cannot compete with newer
open air centers that operate much more cost effectively.

- -------------------------------------------------------------------------------
                                     -31-

<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------

        POWER CENTERS

        This ten year old phenomenon has pushed itself into a lowly 3.9
investment ranking (last) and a high overbuilding risk (second). Anticipated
rent and value changes will be essentially flat (- .2 percent and - .4 percent,
respectively). Long term appreciation lacks any real appeal and interviewees
overwhelmingly recommend selling the centers and show little interest in buying
at this time.

        COMMUNITY CENTERS

        Emerging Trends cites that with larger retail formats struggling,
certain neighborhood and community centers may be well positioned to excel over
the next few years. Investment and development potential rank 5th and 6th,
respectively. Value gains of 3.4 percent are forecasted for 1998 along with
rent increases of 1.8 percent (1 year). Over the long term, a 23.9 percent
value gain is forecasted. Centers with "super" grocery stores provide a
convenient alternative for time pressed shoppers which adds to their appeal.

        The NCREIF PROPERTY INDEX represents data collected from the Voting
Members of the National Council of Real Estate Investment Fiduciaries. As shown
in the following table, data through the fourth quarter of 1997 shows that the
retail sub-index posted a total return of 8.40 percent for the year versus a
13.74 percent return for the Index Aggregate. The fourth quarter appreciation
return of .83 percent was not enough to offset the negative return for the
year. On balance, positive trends are in evidence by the fact that
restructuring in the retail industry is better positioning the centers to meet
growing consumer demands influenced by the strong economy and growing consumer
confidence. Retail sales continue to outpace inflation and there are signs that
construction is slowly subsiding.

<TABLE>
<CAPTION>
==================================================================================
                             RETAIL PROPERTY RETURNS
                                NCREIF INDEX (%)
==================================================================================
         PERIOD                        INCOME          APPRECIATION      TOTAL    
==================================================================================
<S>                                      <C>                <C>          <C>      
     4th Qtr. 1997                       2.13               .83          2.96     
- ----------------------------------------------------------------------------------
        One Year                         8.53              -.12          8.40     
- ----------------------------------------------------------------------------------
      Three Years                        8.29             -2.41          5.73     
- ----------------------------------------------------------------------------------
       Five Years                        7.95             -2.21          5.61     
- ----------------------------------------------------------------------------------
       Ten Years                         7.21             -1.51          5.62     
==================================================================================
Source:     Real Estate Performance Report                                    
            National Council of Real Estate Investment Fiduciaries
==================================================================================
</TABLE>

        Retail's total return of 8.40 percent for year ending 12/31/97 was
substantially behind the other investment categories including Apartment
(12.75%), Office (17.35%), R&D (26.01%), and Warehouse (13.77%). For the year,
retail property performance was negatively impacted by size with neighborhood
centers posting the best total performance, while regional malls were laggards.

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

<PAGE>

                                                NATIONAL RETAIL MARKET OVERVIEW
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
===============================================================================
                           RETAIL SEGMENT PERFORMANCE
===============================================================================
          CATEGORY                  INCOME         APPRECIATION      TOTAL
===============================================================================
<S>                                   <C>              <C>          <C>   
Neighborhood                          N/A              N/A          10.54%
- -------------------------------------------------------------------------------
Community                             N/A              N/A            9.73%
- -------------------------------------------------------------------------------
Regional Malls                        N/A              N/A            9.09%
- -------------------------------------------------------------------------------
Super Regional Malls                  N/A              N/A            6.31%
===============================================================================
</TABLE>

        Private investor underwriting has become more conservative with respect
to vacancy allowances, growth rates (rent, sales) and occupancy cost tolerance
levels. The reduced spread between cash returns and internal rate of returns is
evidence that buyers seek a higher proportion of their expected return from
income rather than from appreciation.

        The Cushman & Wakefield Investor Survey also confirms trends that
capitalization rates for most retail categories have risen. Regional malls have
been the most affected. This is partly due to the fact that a large number of
malls are currently available for sale.

        The Urban Land Institute, in their 1997 REAL ESTATE FORECAST - MID YEAR
OUTLOOK, projects very small increases in effective rents through mid-1998 for
both regional malls and strip shopping centers. Even though rent increases will
likely be higher than 1996, they will likely not keep pace with inflation. In
fact, retail garnered the bottom two spots in ULI's ranking of 10 property
types in measuring their expected performance change. The downward pressure on
rents has been attributed to the expansion of big-box retailers, which has
resulted in a changing tenant base that requires a different type of space then
exists in much of the older retail stock.

REAL ESTATE INVESTMENT TRUST MARKET (REITS)

        To date, the impact of REITs on the retail investment market has been
significant, although the majority of Initial Property Offerings (IPOs)
involving regional malls, shopping centers, and outlet centers did not enter
the market until the latter part of 1993 and early 1994. It is noted that REITs
have dominated the investment market for apartment properties and have evolved
into a major role for retail properties as well.

        Currently, there are in excess of 300 REITs in the United States, more
than three-quarters of which are publicly traded. The advantages provided by
REITs, in comparison to more traditional real estate investment opportunities,
include the diversification of property types and location, increased liquidity
due to shares being traded on major exchanges, and the exemption from corporate
taxes when 95.0 percent of taxable income is distributed.

        There are essentially three kinds of REITs which can either be
"open-ended", or Finite-life (FREITs) which have specified liquidation dates,
typically ranging from eight to fifteen years.

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

NORTHTOWN MALL
1998 OPERATING BUDGET
SUMMARY

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
DESCRIPTION                                  G/L #           JAN              FEB              MAR
- --------------------------------------------------------------------------------------------------------
<S>                                       <C>         <C>              <C>              <C>
INCOME
CAM Reimbursements-Kiosks                               $     (8,223)    $     (3,193)    $       (725)
Minimum Rent-Shops                        3015-0000     $   (638,614)    $   (626,969)    $   (632,572)
Minimum Rent-Anchors                      3016-0000     $   (132,574)    $   (132,574)    $   (132,574)
Percentage Rent                           3025-0000     $   (345,481)    $    (20,229)    $    (18,357)
Storage Income                            3030-0000     $     (7,729)    $     (7,297)    $     (6,715)
Parking Ticket Income (Net)               3070-0000     $       (269)    $       (269)    $       (269)
Phone Commissions                         3075-0000     $     (1,782)    $     (1,782)    $     (1,782)
Late Charges                              3080-0000     $       (200)    $       (200)    $       (200)
Vending/Concession Income                 3085-0000     $       (225)    $       (225)    $       (225)
Miscellaneous Income                      3090-0000     $     (1,300)    $     (1,300)    $     (1,800)
CAM Reimbursements-Shops                  6095-0000     $   (169,018)    $   (161,584)    $   (163,147)
CAM Reimbursements-Majors                 6097-0000     $    (55,566)    $    (55,566)    $    (55,566)
CAM Reimbursements-Food Court             6290-0000     $    (12,744)    $    (12,744)    $    (12,744)
Tenant Reimbursements-HVAC                6548-0000     $    (24,630)    $    (24,630)    $    (24,826)
Tenant Reimbursements-Insurance           6576-0000     $     (4,138)    $     (4,004)    $     (4,032)
Tenant Reimbursements-Real Estate Taxes   6581-0000     $    (48,165)    $    (46,455)    $    (46,815)
Interest Income                           7925-0000     $          0     $          0     $          0
                                                        ------------     ------------     ------------
TOTAL INCOME                                            $ (1,450,658)    $ (1,099,021)    $ (1,102,350)
WASTE HANDLING
Salaries/Benefits                         6525-0000     $      4,600     $      4,594     $      4,594
Contract Services                         6525-0002     $      9,561     $      9,561     $      9,561
Repairs/Maintenance                       6525-0004     $          0     $        300     $        100
Other Income                              6525-0099     $     (1,500)    $     (1,500)    $     (1,500)
Tenant Reimbursements                     6525-0000     $    (17,690)    $    (17,369)    $    (17,509)
                                                        ------------     ------------     ------------
TOTAL WASTE HANDLING                                    $     (5,029)    $     (4,414)    $     (4,754)
KIOSKS
Rental Income                             3040-0000     $    (95,942)    $    (62,694)    $    (12,500)
Percentage Income                         3040-0001     $    (68,513)    $     (1,160)    $     (2,000)
Other Income                              3040-0009     $          0     $          0     $          0
Salaries/Benefits                         3041-0000     $      2,733     $      2,714     $      2,714
Temporary Personnel                       3041-0001     $          0     $          0     $          0
CAM Reimbursement Expense                 3041-0002     $      8,223     $      3,193     $        725
Equipment                                 3041-0003     $         50     $         50     $         50
Repairs/Maintenance                       3041-0004     $         50     $         50     $         50
Advertising                               3041-0005     $        200     $          0     $        200
                                                        ------------     ------------     ------------
TOTAL KIOSKS                                            $   (153,199)    $    (57,847)    $    (10,761)
T/R HVAC
Salaries/Benefits                         6545-0000     $      5,847     $      5,818     $      5,818
Contract Services                         6545-0002     $          0     $          0     $          0
Repairs/Maintenance                       6545-0004     $      1,670     $      2,483     $      5,861
Electricity                               6545-0007     $      8,300     $      8,300     $      8,600
Other Income                              6545-0009     $          0     $          0     $          0
Depreciation                              6547-0000     $      5,025     $      5,025     $      5,025
                                                        ------------     ------------     ------------
TOTAL T/R HVAC                                          $     20,843     $     21,626     $     25,304
T/R INSURANCE AND TAXES
Insurance                                 6575-0000     $      3,704     $      3,704     $      3,704
Real Estate Taxes                         6580-0000     $     46,088     $     46,088     $     46,088
                CAM EXPENSES
UTILITIES
Purchased Utilities-ICAM-Electricity      6010-0000     $     14,203     $     11,638     $     10,355
Tenant Reimbursements-Electricity         6010-0001     $     (1,113)    $     (1,113)    $     (1,113)
Purchased Utilities-ICAM-Water            6020-0000     $        650     $        650     $        650
Tenant Reimbursements-Water               6020-0001     $       (490)    $       (490)    $       (400)

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
DESCRIPTION                                      APR              MAY              JUN              JUL              AUG
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>              <C>              <C>              <C>              <C>
INCOME
CAM Reimbursements-Kiosks                   $       (725)    $       (725)    $       (725)    $       (725)    $       (725)
Minimum Rent-Shops                          $   (634,541)    $   (636,873)    $   (660,467)    $   (657,747)    $   (662,642)
Minimum Rent-Anchors                        $   (132,574)    $   (132,574)    $   (132,574)    $   (132,574)    $   (132,574)
Percentage Rent                             $    (46,982)    $    (21,499)    $    (21,640)    $    (40,819)    $    (18,760)
Storage Income                              $     (7,794)    $     (7,322)    $    (10,244)    $     (8,188)    $     (8,395)
Parking Ticket Income (Net)                 $       (269)    $       (269)    $       (269)    $       (269)    $       (269)
Phone Commissions                           $     (1,782)    $     (1,782)    $     (1,782)    $     (1,782)    $     (1,782)
Late Charges                                $       (200)    $       (200)    $       (200)    $       (200)    $       (200)
Vending/Concession Income                   $       (225)    $       (225)    $       (225)    $       (225)    $       (225)
Miscellaneous Income                        $     (1,300)    $     (1,300)    $     (1,300)    $     (1,300)    $     (1,300)
CAM Reimbursements-Shops                    $   (164,331)    $   (166,257)    $   (175,152)    $   (173,478)    $   (176,211)
CAM Reimbursements-Majors                   $    (55,566)    $    (55,566)    $    (55,566)    $    (55,568)    $    (55,566)
CAM Reimbursements-Food Court               $    (12,744)    $    (12,744)    $    (12,744)    $    (12,744)    $    (12,744)
Tenant Reimbursements-HVAC                  $    (24,975)    $    (25,217)    $    (26,336)    $    (26,125)    $    (26,458)
Tenant Reimbursements-Insurance             $     (4,054)    $     (4,088)    $     (4,248)    $     (4,218)    $     (4,265)
Tenant Reimbursements-Real Estate Taxes     $    (47,087)    $    (47,530)    $    (49,575)    $    (49,190)    $    (49,798)
Interest Income                             $          0     $          0     $          0     $          0     $          0
                                            ------------     ------------     ------------     ------------     ------------
TOTAL INCOME                                $ (1,135,149)    $ (1,114,173)    $ (1,153,048)    $ (1,165,151)    $ (1,151,825)
WASTE HANDLING
Salaries/Benefits                           $      4,562     $      4,554     $      4,546     $      4,543     $      4,543
Contract Services                           $      9,561     $      9,561     $      8,920     $      8,920     $      8,920
Repairs/Maintenance                         $        100     $          0     $        250     $        100     $          0
Other Income                                $     (1,500)    $     (1,500)    $     (1,500)    $     (1,500)    $     (1,500)
Tenant Reimbursements                       $    (17,612)    $    (17,714)    $    (18,275)    $    (18,070)    $    (18,210)
                                            ------------     ------------     ------------     ------------     ------------
TOTAL WASTE HANDLING                        $     (4,889)    $     (5,100)    $     (6,059)    $     (6,007)    $     (6,247)
KIOSKS
Rental Income                               $    (12,500)    $    (12,500)    $    (12,500)    $    (12,500)    $    (12,500)
Percentage Income                           $     (2,000)    $     (2,000)    $     (2,000)    $     (2,000)    $     (2,000)
Other Income                                $          0     $          0     $          0     $          0     $          0
Salaries/Benefits                           $      2,654     $      2,646     $      2,631     $      2,631     $      2,631
Temporary Personnel                         $          0     $          0     $          0     $          0     $          0
CAM Reimbursement Expense                   $        725     $        725     $        725     $        725     $        725
Equipment                                   $        500     $         50     $        100     $        500     $         50
Repairs/Maintenance                         $         50     $         50     $         50     $         50     $         50
Advertising                                 $          0     $        200     $          0     $        200     $          0
                                            ------------     ------------     ------------     ------------     ------------
TOTAL KIOSKS                                $    (10,571)    $    (10,829)    $    (10,994)    $    (10,394)    $    (11,044)
T/R HVAC
Salaries/Benefits                           $      5,806     $      5,790     $      5,681     $      5,681     $      5,681
Contract Services                           $          0     $          0     $          0     $          0     $          0
Repairs/Maintenance                         $      2,362     $      1,366     $      1,374     $      1,709     $      1,432
Electricity                                 $      8,600     $     14,000     $     14,000     $     15,000     $     13,400
Other Income                                $          0     $          0     $          0     $          0     $          0
Depreciation                                $      5,025     $      5,025     $      5,025     $      5,025     $      5,025
                                            ------------     ------------     ------------     ------------     ------------
TOTAL T/R HVAC                              $     21,793     $     26,181     $     26,080     $     27,415     $     25,538
T/R INSURANCE AND TAXES
Insurance                                   $      3,704     $      3,704     $      3,704     $      3,704     $      3,704
Real Estate Taxes                           $     46,088     $     46,088     $     46,088     $     46,088     $     46,088
                CAM EXPENSES
UTILITIES
Purchased Utilities-ICAM-Electricity        $      9,310     $      9,690     $     13,395     $     12,730     $     18,810
Tenant Reimbursements-Electricity           $     (1,113)    $     (1,113)    $     (1,113)    $     (1,113)    $     (1,113)
Purchased Utilities-ICAM-Water              $        650     $        650     $        650     $        650     $        650
Tenant Reimbursements-Water                 $       (490)    $       (490)    $       (490)    $       (490)    $       (490)

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                                    TOTAL
DESCRIPTION                                      SEP              OCT              NOV              DEC             1998
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>              <C>              <C>              <C>              <C>
INCOME
CAM Reimbursements-Kiosks                   $       (725)    $       (725)    $     (8,550)    $    (10,950)   $     (36,715)
Minimum Rent-Shops                          $   (674,441)    $   (698,724)    $   (702,699)    $   (706,173)   $  (7,932,462)
Minimum Rent-Anchors                        $   (132,574)    $   (132,574)    $   (132,574)    $   (132,574)   $  (1,590,892)
Percentage Rent                             $    (66,459)    $    (44,854)    $    (25,110)    $    (51,810)   $    (722,000)
Storage Income                              $     (7,719)    $     (9,460)    $     (8,755)    $     (8,281)   $     (97,900)
Parking Ticket Income (Net)                 $       (269)    $       (269)    $       (269)    $       (269)   $      (3,231)
Phone Commissions                           $     (1,782)    $     (1,782)    $     (1,782)    $     (1,782)   $     (21,384)
Late Charges                                $       (200)    $       (200)    $       (200)    $       (200)   $      (2,400)
Vending/Concession Income                   $       (225)    $       (225)    $       (225)    $       (225)   $      (2,704)
Miscellaneous Income                        $     (1,300)    $    (34,300)    $     (1,300)    $     (1,300)   $     (49,100)
CAM Reimbursements-Shops                    $   (181,340)    $   (189,598)    $   (189,598)    $   (189,598)   $  (2,099,224)
CAM Reimbursements-Majors                   $    (55,566)    $    (55,566)    $    (55,566)    $    (55,566)   $    (666,789)
CAM Reimbursements-Food Court               $    (12,744)    $    (12,744)    $    (12,744)    $    (12,744)   $    (152,930)
Tenant Reimbursements-HVAC                  $    (27,114)    $    (28,152)    $    (28,152)    $    (28,152)   $    (314,767)
Tenant Reimbursements-Insurance             $     (4,359)    $     (4,508)    $     (4,508)    $     (4,508)   $     (50,930)
Tenant Reimbursements-Real Estate Taxes     $    (50,998)    $    (52,897)    $    (52,897)    $    (52,897)   $    (594,304)
Interest Income                             $          0     $          0     $          0     $          0    $           0
                                            ------------     ------------     ------------     ------------    -------------
TOTAL INCOME                                $ (1,217,816)    $ (1,266,579)    $ (1,224,930)    $ (1,257,030)   $ (14,337,732)
WASTE HANDLING
Salaries/Benefits                           $      4,543     $      4,443     $      4,435     $      4,821    $      54,778
Contract Services                           $      8,920     $      8,920     $      8,920     $      8,920    $     110,245
Repairs/Maintenance                         $        250     $        100     $        100     $          0    $       1,300
Other Income                                $     (1,500)    $     (1,500)    $     (1,500)    $     (1,500)   $     (18,000)
Tenant Reimbursements                       $    (18,478)    $    (19,326)    $    (19,273)    $    (19,273)   $    (218,800)
                                            ------------     ------------     ------------     ------------    -------------
TOTAL WASTE HANDLING                        $     (6,265)    $     (7,363)    $     (7,318)    $     (7,032)   $     (70,477)
KIOSKS
Rental Income                               $    (12,500)    $    (12,500)    $   (169,000)    $   (194,000)   $    (621,636)
Percentage Income                           $     (2,000)    $     (2,000)    $     (2,000)    $    (25,000)   $    (112,673)
Other Income                                $          0     $          0     $          0     $          0    $           0
Salaries/Benefits                           $      2,631     $      2,525     $      6,025     $      2,773    $      35,307
Temporary Personnel                         $          0     $          0     $      3,154     $      3,154    $       6,308
CAM Reimbursement Expense                   $        725     $        725     $      8,550     $     10,950    $      36,715
Equipment                                   $         50     $        100     $      1,000     $          0    $       2,500
Repairs/Maintenance                         $         50     $         50     $      1,000     $          0    $       1,500
Advertising                                 $        200     $        500     $          0     $          0    $       1,500
                                            ------------     ------------     ------------     ------------    -------------
TOTAL KIOSKS                                $    (10,844)    $    (10,600)    $   (151,271)    $   (202,123)   $    (650,478)
T/R HVAC
Salaries/Benefits                           $      5,681     $      5,660     $      5,660     $      6,162    $      69,284
Contract Services                           $          0     $          0     $          0     $          0    $           0
Repairs/Maintenance                         $      1,682     $      1,128     $      1,565     $      1,411    $      24,043
Electricity                                 $     12,100     $      9,000     $      8,000     $      8,000    $     127,300
Other Income                                $          0     $          0     $          0     $          0    $           0
Depreciation                                $      5,025     $      5,025     $      5,025     $      5,025    $      60,305
                                            ------------     ------------     ------------     ------------    -------------
TOTAL T/R HVAC                              $     24,488     $     20,813     $     20,250     $     20,599    $     280,932
T/R INSURANCE AND TAXES
Insurance                                   $      3,704     $      3,704     $      3,704     $      3,704    $      44,452
Real Estate Taxes                           $     46,088     $     46,088     $     46,088     $     46,088    $     553,062
                CAM EXPENSES
UTILITIES
Purchased Utilities-ICAM-Electricity        $     16,435     $     15,390     $      9,073     $     12,540    $     153,568
Tenant Reimbursements-Electricity           $     (1,113)    $     (1,113)    $     (1,113)    $     (1,113)   $     (13,356)
Purchased Utilities-ICAM-Water              $        650     $        650     $        650     $        650    $       7,800
Tenant Reimbursements-Water                 $       (490)    $       (490)    $       (490)    $       (490)   $      (5,874)
</TABLE>

<PAGE>

NORTHTOWN MALL
1998 OPERATING BUDGET
SUMMARY

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
DESCRIPTION                               G/L #        JAN         FEB         MAR         APR         MAY         JUN
- --------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>         <C>         <C>         <C>         <C>         <C>         <C>
Purchased Utilities-OCAM-Electricity   6110-0000    $  1,730    $  1,245    $  1,063    $    956    $    988    $  1,352
Purchased Utilities-OCAM-Water         6120-0000    $    250    $    250    $    250    $    250    $    250    $    250
TOTAL UTILITIES                                     $ 15,230    $ 12,180    $ 10,715    $  9,563    $  9,975    $ 14,044
JANITORIAL
Salaries/Benefits                      6030-0000    $  8,789    $  8,789    $  8,789    $  8,772    $  8,750    $  8,741
Employment Expense                     6030-0001    $     25    $     25    $     25    $     25    $     25    $     25
ICAM-Contract Services                 6030-0002    $ 12,991    $ 12,991    $ 12,991    $ 12,991    $ 13,691    $ 12,991
ICAM-Repairs/Maintenance               6030-0004    $      0    $  2,600    $  1,250    $  2,600    $    150    $    950
ICAM-Supplies                          6030-0005    $  8,100    $      0    $      0    $  7,000    $    600    $      0
ICAM-Other Income                      6030-0009    $    (65)   $    (65)   $    (65)   $    (65)   $    (65)   $    (65)
OCAM-Contract Services                 6130-0002    $      0    $      0    $      0    $      0    $      0    $      0
OCAM-Repairs/Maintenance               6130-0004    $      0    $      0    $      0    $      0    $      0    $      0
OCAM-Supplies                          6130-0005    $      0    $      0    $      0    $      0    $      0    $      0
OCAM-Other Income                      6130-0009    $      0    $      0    $      0    $      0    $      0    $      0
                                                    --------    --------    --------    --------    --------    --------
TOTAL JANITORIAL                                    $ 29,840    $ 24,340    $ 22,990    $ 31,323    $ 23,151    $ 22,642
LANDSCAPE
Salaries/Benefits                      6040-0000    $      0    $      0    $      0    $      0    $      0    $      0
ICAM-Contract Services                 6040-0002    $    540    $    540    $    540    $    540    $    540    $    540
ICAM-Repairs/Maintenance               6040-0004    $      0    $      0    $  1,500    $      0    $      0    $      0
OCAM-Contract Services                 6140-0002    $    100    $    100    $    600    $  1,100    $  1,100    $  1,100
OCAM-Repairs/Maintenance               6140-0004    $      0    $    100    $    900    $    750    $    100    $  1,250
                                                    --------    --------    --------    --------    --------    --------
TOTAL LANDSCAPE                                     $    640    $    740    $  3,540    $  2,390    $  1,740    $  2,890
HVAC
ICAM-HVAC-Salaries/Benefits            6045-0000    $  1,498    $  1,490    $  1,490    $  1,490    $  1,481    $  1,450
ICAM-HVAC-Contract Services            6045-0002    $      0    $      0    $      0    $      0    $      0    $      0
ICAM-HVAC-Repairs/Maintenance          6045-0004    $    684    $    382    $  1,862    $  1,322    $    321    $    121
ICAM-HVAC-Electricity                  6045-0008    $  2,580    $  2,498    $  1,557    $  1,984    $  2,411    $  4,800
ICAM-HVAC-Gas                          6045-0009    $  4,500    $  3,700    $  2,900    $  2,000    $  1,575    $  1,475
ICAM-HVAC-Gas Reimbursements           6045-0099    $ (1,407)   $ (1,407)   $ (1,407)   $ (1,407)   $ (1,407)   $ (1,407)
ICAM-HVAC-Depreciation                 6047-0000    $  2,475    $  2,475    $  2,475    $  2,475    $  2,475    $  2,475
                                                    --------    --------    --------    --------    --------    --------
TOTAL HVAC                                          $ 10,330    $  9,137    $  8,876    $  7,863    $  6,856    $  8,913
MAINTENANCE
ICAM-Salaries/Benefits                 6055-0000    $  9,328    $  9,294    $  9,294    $  9,242    $  9,179    $  9,120
Employment Expense                     6055-0001    $     50    $     50    $     50    $     50    $     50    $     50
ICAM-Repairs/Maintenance               6055-0004    $  2,790    $  1,110    $  1,260    $     60    $  1,260    $  5,060
ICAM-Temporary Help                    6055-0010    $      0    $      0    $      0    $      0    $      0    $      0
ICAM-Building Repairs                  6055-0015    $  1,300    $  3,450    $  1,000    $  1,350    $  1,000    $    850
ICAM-Plumbing                          6055-0025    $    400    $    350    $  2,500    $  6,650    $    350    $    200
ICAM-Elec/Lighting                     6055-0035    $    300    $    300    $  1,800    $  2,300    $    300    $ 13,300
ICAM-Wired Music                       6055-0045    $     65    $     65    $     65    $     65    $     65    $     65
ICAM-Escalator/Elevator                6055-0055    $  4,550    $  4,550    $  4,550    $  4,550    $ 11,750    $  5,350
ICAM-Equipment                         6055-0065    $    725    $  7,125    $  1,025    $    225    $    225    $    325
ICAM-Roof                              6055-0075    $      0    $    200    $      0    $    200    $      0    $    200
ICAM-Signs                             6055-0085    $    300    $    300    $    300    $    300    $    300    $    300
ICAM-Waste Handling                    6055-0095    $    779    $    979    $    779    $    779    $    879    $    722
ICAM-Other Income                      6055-0999    $      0    $      0    $      0    $      0    $      0    $      0
OCAM-Salaries/Benefits                 6155-0000    $  7,694    $  7,682    $  7,682    $  7,679    $  7,604    $  7,604
OCAM-Repairs/Maintenance               6155-0004    $    250    $  1,450    $  2,250    $    250    $ 24,250    $    450
OCAM-Temporary Help                    6155-0010    $      0    $      0    $      0    $      0    $      0    $      0
OCAM-Building Repairs                  6155-0015    $    200    $      0    $    800    $  2,200    $  1,500    $    700
OCAM-Plumbing                          6155-0025    $      0    $      0    $      0    $    500    $    300    $      0
OCAM-Elec/Lighting                     6155-0035    $      0    $  2,700    $      0    $    600    $      0    $  3,100
OCAM-Escalator/Elevator                6155-0055    $    230    $    230    $    230    $    230    $    739    $    359
OCAM-Equipment                         6155-0065    $    325    $    200    $    325    $    200    $    325    $    200
OCAM-Signs                             6155-0085    $      0    $    300    $    900    $    300    $      0    $      0
OCAM-Waste Handling                    6155-0095    $    194    $    194    $    394    $    194    $    194    $    180
OCAM-Traffic Control                   6155-0115    $      0    $      0    $    100    $    600    $      0    $      0

<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
                                                                                                                   TOTAL
DESCRIPTION                                JUL         AUG         SEP         OCT         NOV         DEC         1998
- --------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>         <C>         <C>         <C>         <C>         <C>         <C>
Purchased Utilities-OCAM-Electricity    $  1,237    $  2,010    $  1,727    $  1,515    $    965    $  1,265    $  16,053
Purchased Utilities-OCAM-Water          $    250    $    250    $    250    $    250    $    250    $    250    $   3,000
TOTAL UTILITIES                         $ 13,264    $ 20,117    $ 17,459    $ 16,202    $  9,335    $ 13,102    $ 161,190
JANITORIAL
Salaries/Benefits                       $  8,736    $  8,736    $  8,736    $  8,736    $  8,661    $  9,358    $ 105,591
Employment Expense                      $     50    $     50    $     50    $     50    $    100    $    100    $     550
ICAM-Contract Services                  $ 12,991    $ 12,991    $ 12,991    $ 12,991    $ 19,991    $ 22,341    $ 172,947
ICAM-Repairs/Maintenance                $    250    $    600    $    400    $    100    $      0    $    250    $   9,150
ICAM-Supplies                           $  7,000    $      0    $    600    $ 12,000    $      0    $      0    $  35,300
ICAM-Other Income                       $    (65)   $    (65)   $    (65)   $    (65)   $    (65)   $    (65)   $    (780)
OCAM-Contract Services                  $      0    $      0    $      0    $      0    $      0    $      0    $       0
OCAM-Repairs/Maintenance                $      0    $      0    $      0    $      0    $      0    $      0    $       0
OCAM-Supplies                           $      0    $      0    $      0    $      0    $      0    $      0    $       0
OCAM-Other Income                       $      0    $      0    $      0    $      0    $      0    $      0    $       0
                                        --------    --------    --------    --------    --------    --------    ---------
TOTAL JANITORIAL                        $ 28,962    $ 22,312    $ 22,712    $ 33,812    $ 28,687    $ 31,985    $ 322,758
LANDSCAPE
Salaries/Benefits                       $      0    $      0    $      0    $      0    $      0    $      0    $       0
ICAM-Contract Services                  $    540    $    540    $    540    $    540    $    540    $    540    $   6,480
ICAM-Repairs/Maintenance                $      0    $      0    $  1,500    $      0    $      0    $      0    $   3,000
OCAM-Contract Services                  $  1,100    $  1,100    $  1,100    $  1,100    $    600    $    100    $   9,200
OCAM-Repairs/Maintenance                $    100    $    200    $    800    $      0    $      0    $      0    $   4,200
                                        --------    --------    --------    --------    --------    --------    ---------
TOTAL LANDSCAPE                         $  1,740    $  1,840    $  3,940    $  1,640    $  1,140    $    640    $  22,880
HVAC
ICAM-HVAC-Salaries/Benefits             $  1,450    $  1,450    $  1,450    $  1,450    $  1,450    $  1,580    $  17,726
ICAM-HVAC-Contract Services             $      0    $      0    $      0    $      0    $      0    $      0    $       0
ICAM-HVAC-Repairs/Maintenance           $    584    $    203    $    488    $    531    $    476    $    349    $   7,323
ICAM-HVAC-Electricity                   $  6,274    $  6,274    $  6,482    $  3,892    $  2,411    $  2,580    $  43,743
ICAM-HVAC-Gas                           $  1,380    $  1,300    $  1,500    $  1,900    $  2,700    $  3,900    $  28,830
ICAM-HVAC-Gas Reimbursements            $ (1,407)   $ (1,407)   $ (1,407)   $ (1,407)   $ (1,407)   $ (1,407)   $ (16,887)
ICAM-HVAC-Depreciation                  $  2,475    $  2,475    $  2,475    $  2,475    $  2,475    $  2,475    $  29,702
                                        --------    --------    --------    --------    --------    --------    ---------
TOTAL HVAC                              $ 10,755    $ 10,294    $ 10,987    $  8,840    $  8,104    $  9,477    $ 110,437
MAINTENANCE
ICAM-Salaries/Benefits                  $  9,120    $  9,120    $  9,120    $  9,052    $  8,989    $  9,793    $ 110,652
Employment Expense                      $     50    $     50    $     50    $     50    $     50    $     50    $     600
ICAM-Repairs/Maintenance                $  1,260    $     60    $  1,260    $     60    $  2,760    $     60    $  17,000
ICAM-Temporary Help                     $      0    $      0    $      0    $      0    $      0    $      0    $       0
ICAM-Building Repairs                   $  1,000    $  1,350    $  1,175    $    975    $  1,125    $    975    $  15,550
ICAM-Plumbing                           $    200    $    350    $      0    $    400    $    350    $    200    $  11,950
ICAM-Elec/Lighting                      $    300    $    300    $  1,800    $    300    $    300    $    300    $  21,600
ICAM-Wired Music                        $     65    $     65    $     65    $     65    $     65    $     65    $     780
ICAM-Escalator/Elevator                 $  4,750    $  4,750    $  4,750    $  4,750    $  4,750    $  4,750    $  63,800
ICAM-Equipment                          $    225    $    225    $    625    $    225    $    425    $    225    $  11,600
ICAM-Roof                               $      0    $      0    $      0    $    200    $      0    $    200    $   1,000
ICAM-Signs                              $    300    $    300    $    300    $    300    $    300    $    300    $   3,600
ICAM-Waste Handling                     $    722    $    722    $    922    $    722    $    722    $    722    $   9,440
ICAM-Other Income                       $      0    $      0    $      0    $      0    $      0    $      0    $       0
OCAM-Salaries/Benefits                  $  7,604    $  7,604    $  7,604    $  7,604    $  7,588    $  8,110    $  92,069
OCAM-Repairs/Maintenance                $ 15,450    $    250    $    250    $    250    $    250    $    250    $  45,600
OCAM-Temporary Help                     $      0    $      0    $      0    $      0    $      0    $      0    $       0
OCAM-Building Repairs                   $  1,000    $  1,000    $    700    $    200    $    200    $    200    $   8,700
OCAM-Plumbing                           $      0    $      0    $    300    $      0    $      0    $      0    $   1,100
OCAM-Elec/Lighting                      $  1,800    $      0    $      0    $  2,400    $      0    $      0    $  10,600
OCAM-Escalator/Elevator                 $    239    $    239    $    239    $    239    $    239    $    239    $   3,452
OCAM-Equipment                          $    325    $    200    $    325    $    350    $    325    $    200    $   3,300
OCAM-Signs                              $  2,700    $      0    $      0    $    600    $      0    $      0    $   4,800
OCAM-Waste Handling                     $    380    $    180    $    180    $    180    $    180    $    180    $   2,630
OCAM-Traffic Control                    $ 11,100    $      0    $    500    $    100    $      0    $      0    $  12,400
</TABLE>

<PAGE>

NORTHTOWN MALL
1998 OPERATING BUDGET
SUMMARY

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
DESCRIPTION                                   G/L #        JAN         FEB         MAR         APR         MAY
- ------------------------------------------------------------------------------------------------------------------
<S>                                        <C>         <C>         <C>         <C>         <C>         <C>
OCAM-Sweep/Clean                           6155-0125     $ 1,850     $   750     $   750     $ 1,350     $   750
OCAM-Snow Removal                          6155-0135     $10,150     $ 5,150     $     0     $     0     $     0
OCAM-Pave/Patch                            6155-0145     $     0     $     0     $     0     $ 1,000     $ 5,000
OCAM-Parking Deck                          6155-0155     $    75     $    75     $ 1,075     $ 2,075     $ 1,075
OCAM-Other Income                          6155-0999     $     0     $     0     $     0     $     0     $     0
                                                         -------     -------     -------     -------     -------
TOTAL MAINTENANCE                                        $41,555     $46,505     $37,130     $42,948     $67,096
SECURITY
ICAM-Salaries/Benefits                     6070-0000     $ 5,101     $ 5,101     $ 5,088     $ 5,081     $ 5,081
Employment Expense                         6070-0001     $    90     $    90     $    90     $    90     $    90
ICAM-Contract Services                     6070-0002     $ 5,510     $ 5,335     $ 5,510     $ 5,335     $ 5,510
ICAM-Fire Protection-Repairs/Maintenance   6070-0003     $   319     $   259     $   529     $   259     $   259
ICAM-Repairs/Maintenance                   6070-0004     $   600     $    25     $    25     $    25     $    25
ICAM-Training                              6070-0006     $    30     $    30     $   330     $    30     $    30
ICAM-Phone                                 6070-0007     $    74     $    74     $    74     $    74     $    74
ICAM-Supplies                              6070-0008     $    45     $    45     $ 4,845     $    45     $    45
ICAM-Access Control                        6070-0009     $    48     $    48     $    48     $    48     $    48
ICAM-Safety Supplies                       6070-0010     $   220     $    90     $   490     $   490     $    90
ICAM-Other Income                          6070-0099     $     0     $     0     $     0     $     0     $     0
OCAM-Salaries/Benefits                     6170-0000     $ 4,174     $ 4,174     $ 4,163     $ 4,157     $ 4,157
OCAM-Contract Services                     6170-0002     $ 4,936     $ 4,139     $ 4,916     $ 4,773     $ 4,936
OCAM-Repairs/Maintenance                   6170-0004     $   650     $    25     $    25     $   105     $    25
OCAM-Training                              6170-0006     $    30     $    30     $   330     $    30     $    30
OCAM-Phone                                 6170-0007     $ 1,285     $    85     $    85     $    85     $    85
OCAM-Supplies                              6170-0008     $    65     $    65     $    65     $    55     $    55
OCAM-Access Control                        6170-0009     $    12     $    12     $    12     $    12     $    12
OCAM-Safety Supplies                       6170-0010     $    60     $    20     $   120     $   120     $    20
OCAM-Fire Protection-Repairs/Maintenance   6170-0030     $    28     $    28     $    28     $    28     $    28
OCAM-Fire Protection-Phone                 6170-0037     $     0     $     0     $     0     $     0     $     0
OCAM-Other Income                          6170-0099     $     0     $     0     $     0     $     0     $     0
                                           ---------     -------     -------     -------     -------     -------
TOTAL SECURITY                                           $23,277     $19,675     $26,773     $20,841     $20,599
MALL OFFICE
Electricity                                6310-0000     $   317     $   306     $   295     $   257     $   305
Salaries/Benefits                          6320-0000     $15,098     $15,063     $15,044     $14,946     $14,946
Temporary Personnel                        6321-0000     $     0     $     0     $     0     $     0     $     0
Employee Training                          6322-0000     $   500     $   650     $   865     $     0     $     0
Employment Expense                         6323-0000     $     0     $     0     $     0     $     0     $     0
Travel-Air/Lodging                         6330-0000     $ 1,200     $   200     $   200     $   950     $ 1,200
Travel-Meals                               6331-0000     $   300     $     0     $     0     $   200     $   300
Meeting Expense                            6335-0000     $ 3,430     $    30     $    30     $    30     $    30
Phone                                      6340-0000     $ 1,518     $ 1,540     $ 1,540     $ 1,540     $ 1,540
Repairs/Maintenance                        6345-0000     $ 2,000     $     0     $     0     $     0     $     0
License & Fees                             6350-0000     $   500     $     0     $     0     $     0     $     0
Dues & Subscriptions                       6355-0000     $   485     $   475     $   210     $   485     $    85
Office Supplies & Sundries                 6360-0000     $ 1,520     $   570     $ 1,250     $ 1,070     $   750
Postage                                    6365-0000     $   550     $    50     $   550     $   225     $   550
Equipment-Leased                           6369-0000     $ 2,574     $ 1,083     $ 1,083     $ 1,374     $ 1,083
Equipment-Repairs/Maintenance              6370-0000     $ 1,050     $   350     $   550     $   350     $   550
Other Income                               6371-0000     $  (500)    $  (500)    $  (500)    $  (500)    $  (500)
Customer Relations                         6372-0000     $    85     $    85     $    85     $    85     $    85
Office Rent                                6380-0000     $ 2,000     $ 2,000     $ 2,000     $ 2,000     $ 2,000
Professional Services                      6390-0000     $     0     $     0     $     0     $     0     $     0
                                                         -------     -------     -------     -------     -------
TOTAL MALL OFFICE                                        $32,627     $21,902     $23,202     $23,012     $22,924
CUSTOMER SERVICE
Miscellaneous Income                       6375-0000     $     0     $     0     $     0     $     0     $     0
Salaries/Benefits                          6376-0120     $ 2,705     $ 2,705     $ 2,705     $ 2,705     $ 2,705
Employment Expense                         6376-0021     $    25     $    25     $    25     $    25     $    25
Repairs/Maintenance                        6376-0030     $     0     $     0     $     0     $     0     $     0
Supplies                                   6376-0050     $   700     $     0     $     0     $   100     $     0

<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
DESCRIPTION                                    JUN        JUL         AUG         SEP        OCT         NOV         DEC
- --------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>        <C>         <C>         <C>        <C>         <C>         <C>
OCAM-Sweep/Clean                            $   750     $ 2,375     $   225    $   325     $   225     $   925    $   225
OCAM-Snow Removal                           $     0     $     0     $     0    $     0     $   650     $ 6,950    $26,350
OCAM-Pave/Patch                             $     0     $     0     $     0    $   200     $     0     $     0    $     0
OCAM-Parking Deck                           $20,075     $ 2,075     $ 1,575    $    75     $ 1,075     $   175    $    75
OCAM-Other Income                           $     0     $     0     $     0    $     0     $     0     $     0    $     0
                                            -------     -------     -------    -------     -------     -------    -------
TOTAL MAINTENANCE                           $68,960     $63,040     $28,565    $30,765     $30,972     $36,669    $53,470
SECURITY
ICAM-Salaries/Benefits                      $ 5,070     $ 5,070     $ 5,013    $ 5,013     $ 5,013     $ 5,013    $ 5,429
Employment Expense                          $   210     $    90     $    90    $    90     $    90     $    90    $    90
ICAM-Contract Services                      $ 5,335     $ 5,510     $ 5,510    $ 5,335     $ 5,510     $ 6,712    $10,997
ICAM-Fire Protection-Repairs/Maintenance    $ 4,409     $   259     $   259    $   259     $   259     $   259    $   259
ICAM-Repairs/Maintenance                    $    25     $   350     $    25    $    25     $    25     $    25    $    25
ICAM-Training                               $   780     $    30     $    30    $    30     $    30     $    30    $    30
ICAM-Phone                                  $    74     $    74     $    74    $    74     $    74     $    74    $    74
ICAM-Supplies                               $    45     $    45     $    45    $    45     $    45     $    45    $    45
ICAM-Access Control                         $    48     $    48     $    48    $    48     $    48     $    48    $    48
ICAM-Safety Supplies                        $    90     $    90     $    90    $    90     $   220     $    90    $    90
ICAM-Other Income                           $     0     $     0     $     0    $     0     $     0     $     0    $     0
OCAM-Salaries/Benefits                      $ 4,148     $ 4,148     $ 4,101    $ 4,101     $ 4,101     $ 4,101    $ 4,442
OCAM-Contract Services                      $ 5,293     $ 5,456     $ 5,456    $ 4,773     $ 4,936     $11,312    $34,607
OCAM-Repairs/Maintenance                    $    25     $   540     $    25    $    25     $    25     $   625    $ 2,525
OCAM-Training                               $   255     $    30     $    30    $    30     $    30     $    30    $    30
OCAM-Phone                                  $    85     $    85     $    85    $    85     $    85     $    85    $    85
OCAM-Supplies                               $    55     $    55     $    55    $    55     $    65     $ 2,375    $ 1,475
OCAM-Access Control                         $    12     $    12     $    12    $    12     $    12     $    12    $    12
OCAM-Safety Supplies                        $    20     $    20     $    20    $    20     $    60     $    20    $    20
OCAM-Fire Protection-Repairs/Maintenance    $   478     $    28     $    28    $    28     $    28     $    28    $    28
OCAM-Fire Protection-Phone                  $     0     $     0     $     0    $     0     $     0     $     0    $     0
OCAM-Other Income                           $     0     $     0     $     0    $     0     $     0     $     0    $     0
                                            -------     -------     -------    -------     -------     -------    -------
TOTAL SECURITY                              $26,456     $21,939     $20,996    $20,138     $20,656     $30,974    $60,311
MALL OFFICE
Electricity                                 $   379     $   383     $   451    $   509     $   355     $   427    $   315
Salaries/Benefits                           $14,873     $14,873     $14,873    $14,873     $14,644     $14,644    $15,502
Temporary Personnel                         $     0     $     0     $     0    $     0     $     0     $     0    $     0
Employee Training                           $     0     $     0     $     0    $     0     $     0     $     0    $     0
Employment Expense                          $   150     $     0     $     0    $     0     $     0     $     0    $     0
Travel-Air/Lodging                          $   200     $   200     $   200    $   200     $   200     $   200    $   200
Travel-Meals                                $     0     $     0     $     0    $     0     $     0     $     0    $     0
Meeting Expense                             $    30     $ 1,030     $    30    $    30     $    30     $    30    $ 3,030
Phone                                       $ 1,540     $ 1,540     $ 1,540    $ 2,840     $ 1,540     $ 1,540    $ 1,540
Repairs/Maintenance                         $     0     $     0     $     0    $     0     $     0     $     0    $     0
License & Fees                              $     0     $     0     $     0    $     0     $     0     $     0    $     0
Dues & Subscriptions                        $   210     $   185     $   115    $   112     $   185     $    85    $    85
Office Supplies & Sundries                  $   570     $ 1,250     $   570    $   750     $ 1,070     $   750    $   570
Postage                                     $    50     $   550     $    50    $   550     $    50     $   550    $    50
Equipment-Leased                            $ 1,083     $ 1,374     $ 1,083    $ 1,083     $ 1,374     $ 1,083    $ 1,083
Equipment-Repairs/Maintenance               $   350     $ 2,050     $   350    $   780     $   350     $   550    $   350
Other Income                                $  (500)    $  (500)    $  (500)   $  (500)    $  (500)    $  (500)   $  (500)
Customer Relations                          $    85     $    85     $    85    $    85     $    85     $    85    $    85
Office Rent                                 $ 2,000     $ 2,000     $ 2,000    $ 2,000     $ 2,000     $ 2,000    $ 2,000
Professional Services                       $     0     $     0     $     0    $     0     $     0     $     0    $     0
                                            -------     -------     -------    -------     -------     -------    -------
TOTAL MALL OFFICE                           $21,020     $25,020     $20,847    $23,312     $21,383     $21,444    $24,310
CUSTOMER SERVICE
Miscellaneous Income                        $     0     $     0     $     0    $     0     $     0     $     0    $     0
Salaries/Benefits                           $ 2,705     $ 2,695     $ 2,696    $ 2,696     $ 2,696     $ 3,696    $ 5,818
Employment Expense                          $    25     $    25     $    25    $    25     $    25     $    25    $    25
Repairs/Maintenance                         $     0     $     0     $     0    $     0     $     0     $     0    $     0
Supplies                                    $     0     $   200     $     0    $     0     $   100     $   200    $     0

<CAPTION>
- -------------------------------------------------------
                                               TOTAL
DESCRIPTION                                    1998
- -------------------------------------------------------
<S>                                          <C>
OCAM-Sweep/Clean                             $ 10,500
OCAM-Snow Removal                            $ 49,250
OCAM-Pave/Patch                              $  6,200
OCAM-Parking Deck                            $ 29,500
OCAM-Other Income                            $      0
                                             --------
TOTAL MAINTENANCE                            $547,675
SECURITY
ICAM-Salaries/Benefits                       $ 61,071
Employment Expense                           $  1,200
ICAM-Contract Services                       $ 72,109
ICAM-Fire Protection-Repairs/Maintenance     $  7,588
ICAM-Repairs/Maintenance                     $  1,200
ICAM-Training                                $  1,410
ICAM-Phone                                   $    888
ICAM-Supplies                                $  5,340
ICAM-Access Control                          $    576
ICAM-Safety Supplies                         $  2,140
ICAM-Other Income                            $      0
OCAM-Salaries/Benefits                       $ 49,967
OCAM-Contract Services                       $ 95,533
OCAM-Repairs/Maintenance                     $  4,620
OCAM-Training                                $    885
OCAM-Phone                                   $  2,220
OCAM-Supplies                                $  4,440
OCAM-Access Control                          $    144
OCAM-Safety Supplies                         $    520
OCAM-Fire Protection-Repairs/Maintenance     $    786
OCAM-Fire Protection-Phone                   $      0
OCAM-Other Income                            $      0
                                             --------
TOTAL SECURITY                               $312,638
MALL OFFICE
Electricity                                  $  4,299
Salaries/Benefits                            $179,380
Temporary Personnel                          $      0
Employee Training                            $  2,015
Employment Expense                           $    150
Travel-Air/Lodging                           $  5,150
Travel-Meals                                 $    800
Meeting Expense                              $  7,760
Phone                                        $ 19,758
Repairs/Maintenance                          $  2,000
License & Fees                               $    500
Dues & Subscriptions                         $  2,717
Office Supplies & Sundries                   $ 10,690
Postage                                      $  3,775
Equipment-Leased                             $ 15,360
Equipment-Repairs/Maintenance                $  7,630
Other Income                                 $ (6,000)
Customer Relations                           $  1,020
Office Rent                                  $ 24,000
Professional Services                        $      0
                                             --------
TOTAL MALL OFFICE                            $281,004
CUSTOMER SERVICE
Miscellaneous Income                         $      0
Salaries/Benefits                            $ 36,528
Employment Expense                           $    300
Repairs/Maintenance                          $      0
Supplies                                     $  1,300
</TABLE>

<PAGE>

NORTHTOWN MALL
1998 OPERATING BUDGET
SUMMARY

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
DESCRIPTION                                      G/L #           JAN             FEB            MAR
- --------------------------------------------------------------------------------------------------------
<S>                                           <C>         <C>              <C>            <C>
Equipment                                     6367-0055     $         80     $      185     $        0
TOTAL CUSTOMER SERVICE                                      $      3,510     $    2,915     $    2,730
INSURANCE & TAXES
ICAM Insurance                                6075-0000     $      2,768     $    2,768     $    2,768
ICAM Real Estate Taxes                        6080-0000     $     22,704     $   22,704     $   22,704
OCAM Insurance                                6175-0000     $      6,258     $    6,258     $    6,258
OCAM Real Estate Taxes                        6180-0000     $     27,258     $   27,258     $   27,258
Mail Office Insurance                         6352-0000     $         90     $       90     $       90
                                                            ------------     ----------     ----------
TOTAL INSURANCE & TAXES                                     $     59,077     $   59,077     $   59,077
TOTAL CAM EXPENSES                                          $    216,087     $  196,472     $  195,034
FOOD COURT
Salaries/Benefits                             6230-0000     $        462     $      462     $      462
Employment Expense                            6230-0001     $         25     $       25     $       25
Contract Services                             6230-0002     $      8,610     $    8,410     $    8,410
Supplies/Repairs/Maintenance                  6230-0004     $      1,300     $      450     $    1,100
Other Income                                  6230-0099     $          0     $        0     $        0
Furniture Amortization                        6286-0000     $        725     $      725     $      725
                                                            ------------     ----------     ----------
TOTAL FOOD COURT                                            $     11,122     $   10,072     $   10,722
              LANDLORD EXPENSES
JCP EXPENSES
Salaries/Benefits                             6455-0000     $      1,194     $    1,186     $    1,186
Real Estate Taxes                             6455-0002     $     10,824     $   10,824     $   10,824
Elevator Maintenance                          6455-0003     $      1,383     $    1,133     $    1,383
HVAC Maintenance                              6455-0004     $          0     $      850     $    1,300
Miscellaneous Repairs                         6455-0005     $        225     $      100     $      275
                                                            ------------     ----------     ----------
TOTAL JCP EXPENSES                                          $     13,626     $   14,093     $   14,968
OTHER EXPENSES
Insurance                                     6410-0000     $        597     $      597     $      597
Real Estate Taxes                             6420-0000     $     13,385     $   13,385     $   13,385
Professional Services                         6425-0000     $          0     $        0     $        0
Legal Expense                                 6430-0000     $          0     $        0     $        0
Leasing Expense                               6440-0000     $          0     $        0     $        0
Landlord TI-Salaries/Benefits                 6442-0000     $        946     $      953     $      946
Landlord TI                                   6442-0000     $          0     $  250,000     $        0
Landlord Repairs/Upgrades-Salaries/Benefits   6643-0000                0     $        0     $        0
Electricity-Vacant Spaces                     6643-0000     $        353     $      353     $      353
Landlord Repairs/Upgrades                     6643-0000     $          0     $        0     $        0
Merchant Fund Contributions                   6645-0000     $      6,417     $    6,417     $    6,416
Marketing Expense                             6450-0000     $          0     $        0     $        0
Bad Debt Expense                              6465-0000     $          0     $        0     $        0
Interest                                      6470-0000     $          0     $        0     $        0
Depreciation                                  6475-0000     $          0     $        0     $        0
Capital Improvements                          6480-0000     $          0     $        0     $        0
TOTAL LANDLORD EXPENSES                                     $    285,330     $   35,791     $   36,665
                                                            ------------     ----------     ----------
GRAND TOTAL                                                 $ (1,025,711)    $ (847,529)    $ (800,347)

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
DESCRIPTION                                         APR            MAY            JUN            JUL            AUG
- ------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>            <C>            <C>            <C>            <C>
Equipment                                       $        0     $        0     $        0     $        0     $        0
TOTAL CUSTOMER SERVICE                          $    2,830     $    2,730     $    2,730     $    2,921     $    2,721
INSURANCE & TAXES
ICAM Insurance                                  $    2,768     $    2,768     $    2,768     $    2,768     $    2,768
ICAM Real Estate Taxes                          $   22,704     $   22,704     $   22,704     $   22,704     $   22,704
OCAM Insurance                                  $    6,258     $    6,258     $    6,258     $    6,258     $    6,258
OCAM Real Estate Taxes                          $   27,258     $   27,258     $   27,258     $   27,258     $   27,258
Mail Office Insurance                           $       90     $       90     $       90     $       90     $       90
                                                ----------     ----------     ----------     ----------     ----------
TOTAL INSURANCE & TAXES                         $   59,077     $   59,077     $   59,077     $   59,077     $   59,077
TOTAL CAM EXPENSES                              $  199,849     $  214,149     $  226,734     $  226,719     $  186,770
FOOD COURT
Salaries/Benefits                               $      460     $      459     $      459     $      459     $      459
Employment Expense                              $       25     $       25     $       25     $       50     $       50
Contract Services                               $    8,610     $    9,410     $    8,410     $    8,610     $    8,410
Supplies/Repairs/Maintenance                    $    1,300     $      100     $      100     $    1,300     $      600
Other Income                                    $        0     $        0     $        0     $        0     $        0
Furniture Amortization                          $      725     $      725     $      725     $      725     $      725
                                                ----------     ----------     ----------     ----------     ----------
TOTAL FOOD COURT                                $   11,121     $   10,720     $    9,720     $   11,145     $   10,245
              LANDLORD EXPENSES
JCP EXPENSES
Salaries/Benefits                               $    1,174     $    1,165     $    1,150     $    1,150     $    1,150
Real Estate Taxes                               $   10,824     $   10,824     $   10,824     $   10,824     $   10,824
Elevator Maintenance                            $    1,133     $    1,444     $    1,519     $    1,444     $    1,194
HVAC Maintenance                                $      100     $        0     $      100     $        0     $      100
Miscellaneous Repairs                           $      100     $        0     $      100     $        0     $      100
                                                ----------     ----------     ----------     ----------     ----------
TOTAL JCP EXPENSES                              $   13,331     $   13,433     $   13,693     $   13,418     $   13,368
OTHER EXPENSES
Insurance                                       $      597     $      597     $      597     $      597     $      597
Real Estate Taxes                               $   13,385     $   13,385     $   13,385     $   13,385     $   13,385
Professional Services                           $        0     $        0     $        0     $        0     $        0
Legal Expense                                   $        0     $        0     $        0     $        0     $        0
Leasing Expense                                 $   12,300     $        0     $        0     $        0     $        0
Landlord TI-Salaries/Benefits                   $      934     $      918     $      918     $      918     $      918
Landlord TI                                     $  250,000     $        0     $        0     $  250,000     $       0-
Landlord Repairs/Upgrades-Salaries/Benefits     $        0     $        0     $        0     $        0     $        0
Electricity-Vacant Spaces                       $      353     $      353     $      353     $      353     $      353
Landlord Repairs/Upgrades                       $        0     $        0     $        0     $        0     $        0
Merchant Fund Contributions                     $    6,417     $    6,417     $    6,416     $    6,417     $    6,417
Marketing Expense                               $        0     $        0     $        0     $        0     $        0
Bad Debt Expense                                $        0     $        0     $        0     $        0     $        0
Interest                                        $        0     $        0     $        0     $        0     $        0
Depreciation                                    $        0     $        0     $        0     $        0     $        0
Capital Improvements                            $        0     $        0     $        0     $        0     $        0
TOTAL LANDLORD EXPENSES                         $  297,317     $   35,103     $   35,361     $  285,087     $   35,037
                                                ----------     ----------     ----------     ----------     ----------
GRAND TOTAL                                     $ (570,736)    $ (794,157)    $ (822,413)    $ (581,393)    $ (861,733)

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                                    TOTAL
DESCRIPTION                                         SEP            OCT             NOV              DEC              1998
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>            <C>            <C>              <C>              <C>
Equipment                                       $        0     $        0     $          0     $          0     $         265
TOTAL CUSTOMER SERVICE                          $    2,721     $    2,821     $      3,921     $      5,843     $      38,393
INSURANCE & TAXES
ICAM Insurance                                  $    2,768     $    2,768     $      2,768     $      2,768     $      33,211
ICAM Real Estate Taxes                          $   22,704     $   22,704     $     22,704     $     22,704     $     272,442
OCAM Insurance                                  $    6,258     $    6,258     $      6,258     $      6,258     $      75,098
OCAM Real Estate Taxes                          $   27,258     $   27,258     $     27,258     $     27,258     $     327,096
Mail Office Insurance                           $       90     $       90     $         90     $         90     $       1,074
                                                ----------     ----------     ------------     ------------     -------------
TOTAL INSURANCE & TAXES                         $   59,077     $   59,077     $     59,077     $     59,077     $     708,921
TOTAL CAM EXPENSES                              $  191,112     $  195,404     $    199,351     $    258,215     $   2,505,896
FOOD COURT
Salaries/Benefits                               $      459     $      459     $        452     $        489     $       5,541
Employment Expense                              $       50     $       50     $        100     $        100     $         550
Contract Services                               $    8,410     $    8,610     $      9,910     $     14,660     $     110,476
Supplies/Repairs/Maintenance                    $      600     $    1,300     $        100     $        100     $       8,350
Other Income                                    $        0     $        0     $          0     $          0     $           0
Furniture Amortization                          $      725     $      725     $        725     $        725     $       8,700
                                                ----------     ----------     ------------     ------------     -------------
TOTAL FOOD COURT                                $   10,245     $   11,145     $     11,287     $     16,075     $     133,617
              LANDLORD EXPENSES
JCP EXPENSES
Salaries/Benefits                               $    1,150     $    1,129     $      1,129     $      1,236     $      13,997
Real Estate Taxes                               $   10,824     $   10,824     $     10,824     $     10,824     $     129,887
Elevator Maintenance                            $    1,444     $    1,194     $      1,444     $      1,194     $      15,909
HVAC Maintenance                                $        0     $      100     $          0     $        100     $       2,650
Miscellaneous Repairs                           $      275     $      100     $          0     $        100     $       1,375
                                                ----------     ----------     ------------     ------------     -------------
TOTAL JCP EXPENSES                              $   13,693     $   13,347     $     13,397     $     13,454     $     163,818
OTHER EXPENSES
Insurance                                       $      597     $      597     $        597     $        597     $       7,161
Real Estate Taxes                               $   13,385     $   13,385     $     13,385     $     13,385     $     160,622
Professional Services                           $        0     $        0     $          0     $          0     $           0
Legal Expense                                   $        0     $        0     $          0     $          0     $           0
Leasing Expense                                 $        0     $   12,300     $          0     $          0     $      24,600
Landlord TI-Salaries/Benefits                   $      918     $      896     $        896     $        962     $      11,141
Landlord TI                                     $        0     $  250,000     $          0     $          0     $   1,000,000
Landlord Repairs/Upgrades-Salaries/Benefits     $        0     $        0     $          0     $          0     $           0
Electricity-Vacant Spaces                       $      353     $      353     $        353     $        353     $       4,236
Landlord Repairs/Upgrades                       $        0     $        0     $          0     $          0     $           0
Merchant Fund Contributions                     $    6,416     $    6,417     $      6,417     $      6,416     $      77,000
Marketing Expense                               $        0     $        0     $          0     $          0     $           0
Bad Debt Expense                                $        0     $        0     $          0     $          0     $           0
Interest                                        $        0     $        0     $          0     $          0     $           0
Depreciation                                    $        0     $        0     $          0     $          0     $           0
Capital Improvements                            $        0     $        0     $          0     $          0     $           0
TOTAL LANDLORD EXPENSES                         $   35,361     $  297,295     $     35,045     $     35,186     $   1,448,579
                                                ----------     ----------     ------------     ------------     -------------
GRAND TOTAL                                     $ (923,926)    $ (710,094)    $ (1,067,794)    $ (1,086,317)    $ (10,092,150)
</TABLE>

<PAGE>

                                NORTHTOWN MALL
                              OPERATING STATEMENT
                     FOR THE PERIOD ENDED DECEMBER 31, 1997

<TABLE>
<CAPTION>
                                       ACCT        CURRENT          YTD
                                        NO          MONTH          ACTUAL
<S>                                <C>         <C>            <C>
INCOME
 Rental Income-Shop                 3015-0000    $  500,928     $ 7,173,140
 Rental Income-Anchors              3016-0000       132,574       1,590,892
 Lease Concessions                  3020-0000        (1,250)        (85,475)
 Percentage Rent                    3025-0000       239,507         750,564
 Storage Rent                       3030,0000          (993)         84,784
 Gumball Income, Net of expenses    3050-0000             0               0
 Parking Ticket Income              3070-0000         1,120           2,731
 Payphone Revenue                   3075-0000         1,151          19,373
 Late Charge/Initerest Income       3080-0000        (2,360)         24,105
 Vending/Concession Income          3085-0000           249           2,053
 Prior Year Percentage Rent         3110-0000        25,156         123,345
 Prior Year CAM                     3120-0000             0         (28,939)
 CAM Reimbursements                 6095-0000       168,887       2,072,692
 Majors CAM Contributions           6097-0000        58,389         657,259
 Food Court Reimbursements          6290-0000        11,179         134,145
 HVAC Reimbursements                6548-0000        25,908         310,187
 Tax Reimbursements                 6581-0000        56,031         684,493
 Ins Reimbursements                 6576-0000         3,926          47,408
 Other Income                                        11,675          50,139
                                                 ----------     -----------
  TOTAL INCOME                                   $1,232,077     $13,612,896
                                                 ==========     ===========
KIOSK INCOME
 Rental Income                      3040-0000    $  152,219     $   675,143
 Percentage Rent                    3040-0001        16,098         134,356
 Other Income                       3040-0009          (350)          2,294
 Salaries/Benefits                  3041-0000        (2,444)        (36,310)
 Temporary Personnel                3041-0001        (3,034)         (5,892)
 CAM Reimbursement Expense          3041-0002        (8,416)        (40,475)
 Equipment                          3041-0003          (196)         (1,882)
 Repairs/Maintenance                3041-0004          (970)        (36,543)
 Advertising                        3041-0005             0            (303)
                                                 ----------     -----------
  TOTAL KIOSKS                                   $  152,907     $   690,389
                                                 ==========     ===========
REFUSE HANDLING
 Salaries/Benefits                  6525-0000    $   (7,563)    $   (46,010)
 Contract Services                  6525-0002       (10,315)       (110,491)
 Repairs and Maintenance            6525-0004           (44)           (343)



<CAPTION>
                                         YTD                 YTD                ANNUAL         PRIOR YR
                                        BUDGET            VARIANCE              BUDGET          ACTUAL
<S>                                <C>             <C>            <C>      <C>             <C>
INCOME
 Rental Income-Shop                  $ 7,293,994     $ (120,854)     -2%     $ 7,293,994     $ 7,021,729
 Rental Income-Anchors                 1,590,888              4       0%       1,590,888       1,590,892
 Lease Concessions                             0        (85,475)     N/A               0        (149,452)
 Percentage Rent                         452,100        298,464      66%         452,100         613,539
 Storage Rent                             75,726          9,058      12%          75,726          74,401
 Gumball Income, Net of expenses               0              0      N/A               0               0
 Parking Ticket Income                         0          2,731      N/A               0            (346)
 Payphone Revenue                         19,200            173       1%          19,200          17,855
 Late Charge/Initerest Income                  0         24,105      N/A               0          24,824
 Vending/Concession Income                 1,620            433      27%           1,620           1,523
 Prior Year Percentage Rent                    0        123,345      N/A               0          12,462
 Prior Year CAM                                0        (28,939)     N/A               0          (8,488)
 CAM Reimbursements                    2,201,542       (128,850)     -6%       2,201,542       1,963,903
 Majors CAM Contributions                657,696           (437)     -0%         657,696         632,791
 Food Court Reimbursements               130,331          3,814       3%         130,331         122,988
 HVAC Reimbursements                     332,432        (22,245)     -7%         332,432         382,138
 Tax Reimbursements                      699,265        (14,772)     -2%         699,265         588,839
 Ins Reimbursements                       52,233         (4,825)     -9%          52,233          36,715
 Other Income                                  0         50,139      N/A               0           8,323
                                     -----------     ----------    -----     -----------     -----------
  TOTAL INCOME                       $13,507,027     $  105,868       1%     $13,507,027     $12,934,634
                                     ===========     ==========    =====     ===========     ===========
KIOSK INCOME
 Rental Income                       $   423,590     $  251,553      59%     $   423,590     $   562,177
 Percentage Rent                          60,405         73,951     122%          60,405          79,028
 Other Income                                  0          2,294      N/A               0           4,370
 Salaries/Benefits                       (29,293)        (7,017)    -24%         (29,293)        (55,732)
 Temporary Personnel                      (3,000)        (2,892)    -96%          (3,000)         (2,651)
 CAM Reimbursement Expense               (24,200)       (16,275)    -67%         (24,200)        (32,060)
 Equipment                               (45,000)        43,118      96%               0          (3,810)
 Repairs/Maintenance                      (2,000)       (34,543)  -1727%          (2,000)         (9,931)
 Advertising                                (100)          (203)   -203%            (100)           (111)
                                     -----------     ----------    -----     -----------     -----------
  TOTAL KIOSKS                       $   380,402     $  309,987     81%      $   425,402     $   541,279
                                     ===========     ==========    =====     ===========     ===========
REFUSE HANDLING
 Salaries/Benefits                   $   (58,407)    $   12,397     21%      $   (58,407)    $   (64,419)
 Contract Services                      (109,032)        (1,459)     -1%        (109,032)       (114,027)
 Repairs and Maintenance                  (2,300)         1,957      85%          (2,300)         (2,873)
</TABLE>

<PAGE>

                                NORTHTOWN MALL
                              OPERATING STATEMENT
                     FOR THE PERIOD ENDED DECEMBER 31, 1997
                                        

<TABLE>
<CAPTION>
                                  ACCT       CURRENT        YTD
                                   NO         MONTH        ACTUAL
<S>                           <C>         <C>          <C>
 Other Income                 6525-0099            0        12,760
 Refuse Reimbursements        6526-0000       18,001       212,525
                                              ------       -------
  Net Refuse                               $      79    $   68,441
                                           =========    ==========
T/R HVAC
 Salaries/Benefits            6545-0000    $  (4,483)   $  (58,375)
 Contract Services            6545-0002            0             0
 Repairs/Maintenance          6545-0004       (3,123)      (23,036)
 Electricity                  6545-0007      (32,984)     (142,270)
 Gas                          6545-0008            0             0
 Other Income                 6545-0099            0             0
 Depreciation                 6547-0000       (4,995)      (59,934)
                                           ---------    ----------
  Net HVAC                                 $ (45,585)   $ (283,615)
                                           =========    ==========
T/R TAXES AND INSURANCE
 Insurance                    6575-0000    $  (3,775)   $  (45,537)
 Real Estate Taxes            6580-0000      (44,464)     (593,983)
                                           ---------    ----------
  Total Taxes and Insurance                $ (48,239)   $ (639,520)
                                           =========    ==========
  CAM EXPENSES
UTILITIES
 ICAM-Electricity             6010-0000    $ (20,512)   $  144,107
 Electricity Reimbursements   6010-0001         (958)      (13,485)
 ICAM-Water                   6020-0000          453         7,485
 Water Reimbursements         6020-0001         (490)       (5,876)
 OCAM-Electricity             6110-0000        1,241        17,410
 OCAM-Water                   6120-0000           16         2,831
                                           ---------    ----------
  Total Utilities                            (20,251)      152,472
                                           =========    ==========
JANITORIAL
 Salaries/Benefits            6030-0000        5,898       193,560
 Employment Expense           6030-0001          319           970
 ICAM Contract                6030-0002       12,503        26,511
 ICAM Maintenance             6030-0004        2,525         7,895
 ICAM Supplies                6030-0005        2,034        37,578



<CAPTION>
                                   YTD              YTD              ANNUAL       PRIOR YR
                                  BUDGET          VARIANCE           BUDGET        ACTUAL
<S>                           <C>           <C>          <C>     <C>           <C>
 Other Income                      12,000          760     6%         12,000        12,098
 Refuse Reimbursements            223,148      (10,623)   -5%        223,148       200,368
                                  -------      -------    ---        -------       -------
  Net Refuse                   $   65,409    $   3,033     5%     $   65,409    $   31,147
                               ==========    =========    ===     ==========    ==========
T/R HVAC
 Salaries/Benefits             $  (66,745)   $   8,370    13%     $  (66,745)   $  (59,360)
 Contract Services                      0            0    N/A              0             0
 Repairs/Maintenance              (44,770)      21,734    49%        (44,770       (33,091)
 Electricity                     (148,919)       6,649     4%       (148,919)     (140,693)
 Gas                                    0            0    N/A              0             0
 Other Income                           0            0    N/A              0             0
 Depreciation                     (59,940)           6     0%        (59,940)      (59,934)
                               ----------    ---------    ---     ----------    ----------
  Net HVAC                     $ (320,374)   $  36,759    11%     $ (320,374)   $ (293,077)
                               ==========    =========    ===     ==========    ==========
T/R TAXES AND INSURANCE
 Insurance                     $  (46,769)   $   1,232     3%     $  (46,769)   $  (38,644)
 Real Estate Taxes               (763,201)     169,218    22%       (863,201)     (566,204)
                               ----------    ---------    ---     ----------    ----------
  Total Taxes and Insurance    $ (809,970)   $ 170,450    21%     $ (809,970)   $ (604,848)
                               ==========    =========    ===     ==========    ==========
  CAM EXPENSES
UTILITIES
 ICAM-Electricity              $  141,660    $  (2,447)   -2%     $  141,660    $  111,360
 Electricity Reimbursements        (4,273)       9,213   216%         (4,273)       (6,166)
 ICAM-Water                        20,340       12,855    63%         20,340        10,310
 Water Reimbursements              (6,192)        (316)   -5%         (6,192)       (6,042)
 OCAM-Electricity                  27,260        9,850    36%         27,260        33,823
 OCAM-Water                         4,404        1,573    36%          4,404         3,234
                               ----------    ---------    ---     ----------    ----------
  Total Utilities                 183,199       30,728    17%        183,199       146,518
                               ==========    =========    ===     ==========    ==========
JANITORIAL                                                      
 Salaries/Benefits                214,985       21,425    10%        214,985       209,009
 Employment Expense                 1,200          230    19%          1,200         1,167
 ICAM Contract                     17,544       (8,967)  -51%         17,544         7,240
 ICAM Maintenance                   9,900        2,005    20%          9,900        13,186
 ICAM Supplies                     43,974        6,396    15%         43,974        43,643
</TABLE>                                                       

<PAGE>

                                NORTHTOWN MALL
                              OPERATING STATEMENT
                     FOR THE PERIOD ENDED DECEMBER 31, 1997
                                        

<TABLE>
<CAPTION>
                                     ACCT       CURRENT      YTD          YTD             YTD             ANNUAL      PRIOR YR
                                      NO         MONTH      ACTUAL      BUDGET          VARIANCE          BUDGET       ACTUAL
<S>                              <C>          <C>        <C>         <C>          <C>          <C>     <C>          <C>
 ICAM Other Income               6030-0099         (67)       (781)           0        781       N/A            0        (458)
 OCAM Contract                   6130-0002           0           0            0          0       N/A            0         525
 OCAM Maintenance                6130-0004           0          71            0        (71)      N/A            0           2
 OCAM Supplies                   6130-0005           0           0            0          0       N/A            0           0
                                                   ---        ----            -        ----     ----            -        ----
  Total Janitorial                              23,213     265,803      287,603     21,800        8%      287,603     274,343
                                                ======     =======      =======     =======     ====      =======     =======
LANDSCAPING
 Salaries/Benefits               6040-0000        (665)          0            0           (0)    N/A            0       1,802
 ICAM-Contracts                  6040-0002       1,746       7,460        6,480       (980)     -15%        6,480       5,946
 ICAM-Maintenance                6040-0004           4       1,915        6,000      4,085       68%        6,000         687
 OCAM-Contracts                  6140-0002           0       7,829        9,180      1,351       15%        9,180       8,421
 OCAM-Maintenance                6140-0004         506       2,311        4,200      1,889       45%        4,200       2,390
                                                ------     -------      -------     --------    ----      -------     -------
  Total Landscaping                              1,591      19,514       25,860      6,346       25%       25,860      19,245
                                                ======     =======      =======     ========    ====      =======     =======
HVAC EXPENSES
 ICAM-HVAC Salaries/Benefits     6045-0000       1,659      18,900       20,145      1,245        6%       20,145      19,933
 ICAM-HVAC Contracts             6045-0002           0           0            0          0       N/A            0           0
 ICAM-HVAC Maintenance           6045-0004         463       7,207       10,619      3,411       32%       10,619       9,272
 ICAM-HVAC Electricity           6045-0008       2,582      38,569       42,835      4,266       10%       42,835      65,984
 ICAM-HVAC Gas                   6045-0009       3,478      26,571       21,685     (4,886)     -23%       21,685      23,056
 ICAM-HVAC Gas Reimbursements    6045-0009      (1,407)    (16,887)     (19,361)    (2,474)     -13%      (19,361)    (17,607)
 ICAM-HVAC Depreciation          6047-0000       2,453      29,433       29,436          3        0%       29,436      29,433
                                                ------     -------      -------     --------    ----      -------     -------
  Total HVAC                                     9,228     103,793      105,358      1,565        1%      105,358     130,071
                                                ======     =======      =======     ========    ====      =======     =======
MAINTENANCE
 ICAM-Salaries/Benefits          6055-0000      11,301     105,451      108,523      3,073        3%      108,523     107,777
 ICAM-Employment Expense         6055-0001          33         563          300       (263)     -88%          300       5,239
 ICAM-Repairs/Maint              6055-0004      (4,710)     34,706       22,250     47,529
 ICAM-Temporary Help             6055-0010           0           0            0          0       N/A            0           0
 ICAM-Building Repairs           6055-0015       1,094       7,916       17,550      9,634       55%       17,550      13,083
 ICAM-Plumbing                   6055-0025         538       2,383        7,600      5,217       69%        7,600       1,962
 ICAM-Lighting                   6055-0035       1,163      14,107       42,600     28,493       67%       42,600      33,497
 ICAM Wired Music                6055-0045         130         264        1,255        991       79%        1,255       2,725
 ICAM-Elevators/Escalators       6055-0055       4,032      53,674       55,770      2,096        4%       55,770      52,062
 ICAM-Equipment                  6055-0065         296       6,426        5,200     (1,226)     -24%        5,200       5,700
 ICAM-Roof                       6055-0075         191       4,547          800     (3,747)    -468%          800         254
 ICAM-Signs                      6055-0085       3,294       7,457          800     (6,657)    -832%          800         447
</TABLE>

<PAGE>

                                NORTHTOWN MALL
                              OPERATING STATEMENT
                     FOR THE PERIOD ENDED DECEMBER 31, 1997
                                        

<TABLE>
<CAPTION>
                                       ACCT       CURRENT      YTD        YTD            YTD           ANNUAL     PRIOR YR
                                        NO         MONTH     ACTUAL     BUDGET        VARIANCE         BUDGET      ACTUAL
<S>                                <C>          <C>        <C>        <C>        <C>         <C>     <C>        <C>
 ICAM-Waste Handling               6055-0095         917      9,838     12,912       3,074     24%     12,912      12,185
 ICAM-Other Income                 6055-0999        (566)      (566)         0         566     N/A          0         (49)
 OCAM-Salaries/Benefits            6155-0000       4,453     84,489     84,530          40      0%     84,530      70,868
 OCAM-Repairs/Maint                6155-0004         110      1,591      3,100       1,509     49%      3,100       2,322
 OCAM-Temporary Help               6155-0010           0          0          0           0     N/A          0           0
 OCAM-Building Repairs             6155-0015         373      3,863      8,400       4,537     54%      8,400       2,534
 OCAM-Plumbing                     6155-0025         334      4,602      1,100      (3,502)  -318%      1,100         912
 OCAM-Lighting                     6155-0035          63      6,885     13,780       6,895     50%     13,780       5,674
 OCAM-Elevators/Escalators         6155-0055         180      2,730      5,120       2,390     47%      5,120       2,320
 OCAM-Equipment                    6155-0065         577      2,639      3,600         961     27%      3,600       3,866
 OCAM-Signs                        6155-0085          82      1,673      3,000       1,327     44%      3,000       1,013
 OCAM-Waste Handling               6155-0095         229      2,578      3,384         806     24%      3,384       2,742
 OCAM-Traffic Control              6155-0115           0      4,296      4,400         104      2%      4,400      11,825
 OCAM-Sweeping                     6155-0125       3,182     14,609     15,800       1,191      8%     15,800      11,593
 OCAM-Snow Removal                 6155-0135       7,330     22,464     34,550      12,086     35%     34,550     125,448
 OCAM-Pave/Patch                   6155-0145           0      1,704      1,200        (504)   -42%      1,200       1,135
 OCAM-Parking Deck                 6155-0155          48      3,087     15,500      12,413     80%     15,500       2,192
 OCAM-Other Income                 6155-0999           0       (100)         0         100     N/A          0           0
                                                   -----     ------     ------      ------    ----     ------     -------
  Total Maintenance                               34,672    403,875    473,024      69,149     15%    473,024     526,944
                                                  ======    =======    =======      ======    ====    =======     =======
SECURITY
 ICAM Salaries/Benefits            6070-0000       1,786     55,969     49,857      (6,112)   -12%     49,857      44,839
 Employment Expense                6070-0001         695      2,724      1,200      (1,524)  -127%      1,200         251
 ICAM-Contracts                    6070-0002      29,173    100,028    104,708       4,680      4%    104,708     111,106
 ICAM-Fire Protection-Maint        6070-0003         864      3,163      3,804         641     17%      3,804       6,530
 ICAM-Maintenance                  6070-0004          89      1,641        625      (1,016)  -163%        625         (57)
 ICAM-Equipment                    6070-0005           0          0          0           0     N/A          0         911
 ICAM-Training                     6070-0006          27        818        660        (158)   -24%        660       1,181
 ICAM-Phone                        6070-0007          53        801        756         (45)    -6%        756         791
 ICAM-Supplies                     6070-0008          39        721        665         (56)    -8%        665       4,727
 ICAM Access Control               6070-0009           2        708        656         (52)    -8%        656           0
 ICAM-Safety Supplies              6070-0010          51      2,050      3,275       1,225     37%      3,275           0
 ICAM-Fire Protection-Contracts    6070-0032        (792)     5,323      4,500        (823)   -18%      4,500       5,168
 ICAM-Fire Protection-Phone        6070-0037           0          0          0           0     N/A          0           0
 ICAM-Other Income                 6070-0099           0          0          0           0     N/A          0           0
 OCAM-Salaries/Benefits            6170-0000       2,067     40,728     40,792          64      0%     40,792      37,059
 OCAM-Contracts                    6170-0002      31,023     96,248    110,863      14,615     13%    110,863     109,502
 OCAM-Maintenance                  6170-0004           0      3,453      4,545       1,092     24%      4,545       4,774
 OCAM-Equipment                    6170-0005           0          0          0           0     N/A          0         605
</TABLE>

<PAGE>

                                NORTHTOWN MALL
                              OPERATING STATEMENT
                     FOR THE PERIOD ENDED DECEMBER 31, 1997
                                        

<TABLE>
<CAPTION>
                                       ACCT       CURRENT       YTD         YTD           YTD          ANNUAL     PRIOR YR
                                        NO         MONTH       ACTUAL     BUDGET       VARIANCE        BUDGET      ACTUAL
<S>                                <C>          <C>         <C>         <C>        <C>        <C>    <C>        <C>
 OCAM-Training                     6170-0006            0         370        910        540    59%        910       1,213
 OCAM-Phone                        6170-0007           22         263        756        493    65%        756         267
 OCAM-Supplies                     6170-0008        2,762       3,875      4,115        240     6%      4,115       6,399
 OCAM-Access Control               6170-0009            0         216        324        108    33%        324           0
 OCAM-Safety Supplies              6170-0010            0         751      1,100        349    32%      1,100           0
 OCAM-Fire Protection-Maint        6170-0030            0         147        336        189    56%        336         953
 OCAM-Fire Protection-Contracts    6170-0032           16         680        500       (180)  -36%        500         574
 OCAM-Fire Protection-Phone        6170-0037            0           0          0          0    N/A          0           0
 OCAM-Other Income                 6170-0099            0           0          0          0    N/A          0           0
                                                    -----       -----      -----       ----    ---      -----       -----
  Total Security                                   67,876     320,678    334,948     14,270     4%    334,948     336,793
                                                   ======     =======    =======     ======    ===    =======     =======
MALL OFFICE EXPENSES
 Electricity                       6310-0000          297       4,025      6,960      2,935    42%      6,960       7,365
 Salaries/Benefits                 6320-0000        9,406     123,973    123,430       (544)   -0%    123,430     126,106
 Salaries/Benefits--Home Office    6320-0001        4,400      53,062     52,800       (262)   -0%     52,800      52,800
 Temporary Help                    6321-0000            0           0          0          0    N/A          0           0
 Employee Training                 6322-0000          125       2,777      1,915       (862)  -45%      1,915       4,158
 Employment Expense                6323-0000            0         220        150        (70)  -47%        150         140
 Travel-Air/Lodging                6330-0000          950       3,920      5,000      1,080    22%      5,000       3,888
 Travel--Meals                     6331-0000          262         964        700       (264)  -38%        700         573
 Meetings/Business Meals           6335-0000           84       4,251      4,000       (251)   -6%       4000       5,100
 Telephone                         6340-0000          432      18,027     20,740      2,713    13%     20,740      18,658
 Repairs/Maintenance               6345-0000          833       3,106          0     (3,106)   N/A          0         533
 Licenses/Fees                     6350-0000            0         410        500         90    -3%        500         434
 Dues and Subscriptions            6355-0000           30       2,813      2,740        (73)   -3%      2,740       2,988
 Supplies and Sundries             6360-0000        1,817      11,419     10,990       (429)   -4%     10,990      10,431
 Postgage and Delivery             6365-0000          643       3,247      4,435      1,188    27%      4,435       3,406
 Equipment-Leased                  6369-0000        1,746      22,030     21,623       (407)   -2%     21,623      27,637
 Equipment-Maintenance             6370-0000          210       3,234      7,130      3,896    55%      7,130       9,066
 Other Income                      6371-0000         (500)     (6,000)    (6,000)         0     0%     (6,000)     (1,800)
 Customer relations                6372-0000          123         790      1,020        230    23%      1,020       1,362
 Rent expense                      6380-0000        2,000      24,000     24,000          0     0%     24,000      24,000
 Professional Services             6390-0000            0           0          0          0    N/A          0           0
                                                   ------     -------    -------     ------    ---    -------     -------
  Total Mall Office                                22,858     276,267    282,132      5,865     2%    282,132     296,415
                                                   ======     =======    =======     ======    ===    =======     =======
CUSTOMER SERVICE
 Income                            6375-0000       (1,340)     (1,340)         0      1,340    N/A          0      (2,251)
 Salaries and Benefits             6376-0020        2,209      29,246     37,992      8,747    23%     37,992      31,996
</TABLE>

<PAGE>

                                NORTHTOWN MALL
                              OPERATING STATEMENT
                     FOR THE PERIOD ENDED DECEMBER 31, 1997
                                        

<TABLE>
<CAPTION>
                                         ACCT       CURRENT        YTD           YTD
                                          NO         MONTH        ACTUAL        BUDGET
<S>                                  <C>          <C>         <C>           <C>
 Employment Expense                  6376-0021          175           508           300
 Repairs & Maintenance               6376-0030            0             0             0
 Supplies                            6376-0050          130           812         1,400
 Equipment                           6376-0055            0           182           180
  Total Customer Service                              1,174        29,407        39,872
TAXES AND INSURANCE
 ICAM Insurance                      6075-0000        2,706        32,576        34,148
 ICAM Taxes                          6080-0000       35,892       291,483       329,778
 OCAM Insurance                      6175-0000        6,446        77,607        81,635
 OCAM Taxes                          6180-0000       48,397       349,700       407,335
 Mall Office Insurance               6352-0000           63         1,057         1,686
                                                     ------       -------       -------
  Total Taxes and Insurance                          93,504       752,423       854,583
                                                     ------       -------       -------
TOTAL CAM EXPENSES                                 $233,865    $2,324,231    $2,586,579
                                                   ========    ==========    ==========
FOOD COURT EXPENSES
 Salaries/Benefits                   6230-0000     $  4,220    $  111,314    $   93,460
 Employment Expense                  6230-0001            0            32             0
 Contract Services                   6230-0002        7,402         8,442           800
 Supplies                            6230-0004          793        12,429        10,390
 Other Income                                             0             0             0
 Furniture Amortization              6286-0000          725         8,700         8,700
                                                   --------    ----------    ----------
  Total Food Court Expenses                        $ 13,140    $  140,917    $  113,350
                                                   ========    ==========    ==========
LANDLORD OBLIGATIONS
 Insurance                           6410-0000     $    961    $   11,179    $   11,736
 Real Estate Taxes                   6420-0000       65,423       175,542       160,064
 Professional Services               6425-0000            0             0             0
 ICSC Expenses                       6440-0000            0        19,785             0
 Landlord TI Costs-Salaries          6442-0000          819        11,435        10,163
 Landlord TI Costs                   6442-0001          478        23,428             0
 Landlord R & M-Salaries             6443-0000            0            44             0
 Landlord-Electricity vacant space   6443-0003          176         1,746         4,596
 Landlord-R&M                        6443-0004          (12)        9,217             0
 Landlord-R&M-Other                  6443-1,2,9      (8,056)      (28,130)            0



<CAPTION>
                                              YTD               ANNUAL        PRIOR YR
                                            VARIANCE            BUDGET         ACTUAL
<S>                                  <C>            <C>     <C>           <C>
 Employment Expense                        (208)     -69%           300            181
 Repairs & Maintenance                        0       N/A             0            (5)
 Supplies                                   588       42%         1,400            432
 Equipment                                  (2)       -1%           180            175
  Total Customer Service                 10,465       26%        39,872         30,529
TAXES AND INSURANCE
 ICAM Insurance                           1,572        5%        34,148         27,005
 ICAM Taxes                              38,295       12%       329,778        242,012
 OCAM Insurance                           4,028        5%        81,635         63,143
 OCAM Taxes                              57,635       14%       407,335        304,944
 Mall Office Insurance                      629       37%         1,686          1,947
                                         --------    ----       -------        ---------
  Total Taxes and Insurance             102,160       12%       834,583        639,031
                                        ---------    ----       -------        ---------
TOTAL CAM EXPENSES                      $262,348      10%    $2,586,579      $2,400,310
                                        =========    ====    ==========      ===========
FOOD COURT EXPENSES
 Salaries/Benefits                      $(17,854)    -19%    $   93,460      $  91,848
 Employment Expense                         (32)      N/A             0             85
 Contract Services                       (7,642)    -955%           800          1,838
 Supplies                                (2,039)     -20%        10,390         10,698
 Other Income                                 0       N/A             0              0
 Furniture Amortization                       0        0%         8,700          8,700
                                        ---------    ----    ----------      -----------
  Total Food Court Expenses            ($27,567)     -24%    $  113,350      $ 113,170
                                        =========    ====    ==========      ===========
LANDLORD OBLIGATIONS
 Insurance                              $   557        5%    $   11,736      $  10,184
 Real Estate Taxes                      (15,478)     -10%       160,064        134,600
 Professional Services                        0       N/A             0          1,425
 ICSC Expenses                          (19,785)      N/A             0          8,980
 Landlord TI Costs-Salaries              (1,272)     -13%        10,163         12,291
 Landlord TI Costs                      (23,428)      N/A             0         22,881
 Landlord R & M-Salaries                    (44)      N/A             0          1,436
 Landlord-Electricity vacant space        2,850       62%         4,596          4,595
 Landlord-R&M                            (9,217)      N/A             0          5,680
 Landlord-R&M-Other                      28,130       N/A             0         (5,904)
</TABLE>

<PAGE>

                                NORTHTOWN MALL
                              OPERATING STATEMENT
                     FOR THE PERIOD ENDED DECEMBER 31, 1997
                                        

<TABLE>
<CAPTION>
                                      ACCT      CURRENT      YTD        YTD            YTD           ANNUAL     PRIOR YR
                                       NO        MONTH     ACTUAL     BUDGET        VARIANCE         BUDGET      ACTUAL
<S>                               <C>          <C>       <C>        <C>        <C>          <C>    <C>        <C>
 Marketing Fund Contribution      6445-0000       5,512     76,144     84,612       8,468    10%      84,612     79,168
  Subtotal Landlord Obligation                   65,301    300,390    271,170     (29,220)  -11%     271,170    275,336
 JC Penney-Labor                  6455-0000       1,051     12,551     12,909         357     3%      12,909     11,889
 JC Penney-Real Estate Taxes      6455-0002      26,545    142,236    209,075      66,839    32%     209,075    156,476
 JC Penney-Elevator Maint         6455-0003       1,137     15,041     14,905        (136)   -1%      14,905     14,465
 JC Penney-HVAC Maint             6455-0004         400      3,858     12,398       8,540    69%      12,398      8,398
 JC Penney-Misc.                  6455-0005           0        384      4,800       4,416    92%       4,800      8,826
  Subtotal JC Penney Expense                     29,133    174,071    254,086      80,016    31%     254,086    200,034
                                                 ------    -------    -------     -------    ---     -------    -------
  Total Landlord Obligation                     $94,435   $474,461   $525,257   $  50,796    10%    $525,257   $475,390
                                                =======   ========   ========   =========    ===    ========   ========
</TABLE>

<PAGE>

                                NORTHTOWN MALL
                              OPERATING STATEMENT
                     FOR THE PERIOD ENDED DECEMBER 31, 1997
                                        

<TABLE>
<CAPTION>
                               ACCT       CURRENT       YTD         YTD               YTD              ANNUAL    PRIOR YR
                                NO         MONTH       ACTUAL      BUDGET          VARIANCE            BUDGET     ACTUAL
<S>                        <C>          <C>         <C>         <C>         <C>             <C>     <C>         <C>
MARKETING
INCOME
Merchant Dues              3510-0000     $ 22,047    $304,579    $307,560     ($  2,981)      -1%    $307,560
Merchant Dues-Kiosks       3511-0000        2,790      13,345           0        13,345       N/A           0
LRA Conributions           3520-0000       31,312      70,517     194,000      {123,483)     -64%     194,000
Landlord Contribution      3530-0000        5,512      76,145      76,884          (739)      -1%      76,884
Media Fund/Ad Fund         3545-0000        4,775      60,552      61,944        (1,392)      -2%      61,944
Other Income               3550-0000       21,988      33,932      69,035       (35,103)     -51%      69,035
Previous Year Carryover                                37,310
                                         --------    --------    --------      --------     ----
  Total Income                             88,425     596,379     709,423      (113,044)     -16%     709,423
                                         ========    ========    ========      ========      ====    ========
EXPENSES
Mall Promotion/Events      6710-0000       25,292      52,482      45,378        (7,104)     -16%      45,378
Newspaper Advertising      6715-0000          601      13,446      39,000        25,554       66%      39,000
Newspaper Production       6720-0000        8,000      18,509       9,896        (8,613)     -87%       9,896
Magazine Advertising       6725-0000            0           0           0             0       N/A           0
Magazine Production        6730-0000         (428)          0           0             0       N/A           0
TV Advertising             6735-0000       24,445      52,844      69,000        16,156       23%      69,000
TV Production              6740-0000          349      40,765      46,000         5,235       11%      46,000
Radio Advertising          6745-0000       11,570      63,767      22,240       (41,527)    -187%      22,240
Radio Production           6750-0000          716      14,904       8,000        (6,904)     -86%       8,000
Catalog/Postcards          6755-0000        1,449       1,449      54,000        52,551       97%      54,000
Outdoor                    6760-0000        6,484     109,444      37,800       (71,644)    -190%      37,800
Special Advertising        6765-0000       (3,250)     22,792      66,422        43,630       66%      66,422
Signs                      6770-0000        6,054      11,933       8,000        (3,933)     -49%       8,000
Collateral                 6775-0000        5,417      22,217      28,360         6,143       22%      28,360
Salaries and Benefits      6780-0000        7,087      84,978      86,127         1,149        1%      86,127
Casual Labor               6785-0000        3,649      12,385       1,300       (11,085)    -853%       1,300
Office Expenses            6790-0000          582       7,550       8,800         1,250       14%       8,800
Decor Loan Payments        6795-0000       10,587      10,587      36,000        25,413       71%      36,000
Equipment Purchase         6800-0000           14         924       5,000         4,076       82%       5,000
Equipment Rental           6805-0000        1,154       6,269       1,200        (5,069)    -422%       1,200
Printed Directories        6810-0000          375      21,400      26,000         4,600       18%      26,000
Travel/Meetings/Meals      6815-0000          865       6,007       6,000            (7)      -0%       6,000
Accounting/Legal           6820-0000            0           0           0             0       N/A           0
Market Research            6825-0000            0      29,956      17,800       (12,156)     -68%      17,800
</TABLE>

<PAGE>

                                NORTHTOWN MALL
                              OPERATING STATEMENT
                     FOR THE PERIOD ENDED DECEMBER 31, 1997
                                        

<TABLE>
<CAPTION>
                                       ACCT       CURRENT         YTD
                                        NO         MONTH         ACTUAL
<S>                                <C>         <C>           <C>
Tourism Development Programs       6830-0000         1,631        27,139
Public/Community Relations         6835-0000           801         4,407
Dues & Subscriptions               6840-0000           448         2,334
Miscellaneous                      6845-0000           366         1,399
ASCAP/BMI                          6850-0000             0           955
Seasonal Decor                     6855-0000        (4,709)       11,872
Merchant Communication/Incentive   6860-0000           386         1,517
Gift Certificate                   6865-0000            70         6,965
                                                    ------        ------
  Total Expenses                                   110,005       661,196
                                                   -------       -------
NET INCOME-MARKETING                             $ (21,580)    ($ 46,817)
                                                 =========      ========



<CAPTION>
                                       YTD               YTD              ANNUAL    PRIOR YR
                                      BUDGET          VARIANCE            BUDGET     ACTUAL
<S>                                <C>         <C>           <C>       <C>         <C>
Tourism Development Programs           34,250        7,111       21%       34,250
Public/Community Relations             13,020        8,613       66%       13,020
Dues & Subscriptions                    3,330          996       30%        3,330
Miscellaneous                           1,200         (199)     -17%        1,200
ASCAP/BMI                               2,700        1,745       65%        2,700
Seasonal Decor                          7,500       (4,372)     -58%        7,500
Merchant Communication/Incentive       17,400       15,883       91%       17,400
Gift Certificate                        7,200          235        3%        7,200
                                       ------       ------   ------        ------
  Total Expenses                      708,923       47,728        7%      708,923
                                      -------       ------   ------       -------
NET INCOME-MARKETING                $     500    ($ 65,316)  -13072%    $     500
                                    =========     ========   ======     =========
</TABLE>

<PAGE>

                                SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                               AS OF DECEMBER '96
                       (ALL SALES ARE ROUNDED TO 1000'S)

Select By: Unit Ref 110-B101 110-Q203      E1--Estimated Sales From Sales Entry
Primary Sort: Sales Cat                    E2--Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                  E3--Sales Category %'s              
Comp Only: No                              E4--Property Sales %'s              
                                           E5--Estimated Annual Sales Growth % 
                                           

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                          CURRENT MONTH SALES               YEAR-TO-DATE SALES
       UNIT                            OPEN             CLOSE                                       %
       NO.          OCCUPANT NAME      DATE      GLA     DATE     CAT%       1996      1995       CHNG       1996        1995
- ---------------------------------------------------------------------------------------------------------------------------------
<S>               <C>               <C>       <C>      <C>     <C>        <C>       <C>        <C>        <C>        <C>
Department Stores                                 02
- ---------------------------------------------------------------------------------------------------------------------------------
01 110)           Bumpers Fun Cen   1/17/92    30000           100.0          72.3      109.8      -34.2      820.8      1,057.8
Comp Sub-Totals:                               30000                          72.3      109.8      -34.2      820.8      1,057.8
- ---------------------------------------------------------------------------------------------------------------------------------
Category Totals:                               30000                          72.3      109.8      -34.2      820.8      1,057.8
================================================================================================================================

<CAPTION>
- --------------------------------------------------------------------------------------------------------
                                            FULL YEAR SALES
       UNIT            %        1996                                 %      1996   1995    1996     BKP
       NO.           CHNG       % CAT      1996        1995        CHNG     $/SF   $/SF   BKP/SF     %
- --------------------------------------------------------------------------------------------------------
<S>               <C>        <C>        <C>        <C>          <C>        <C>    <C>    <C>      <C>
Department Stores
- --------------------------------------------------------------------------------------------------------
01 110)               -22.4      100.0      820.8      1,057.8      -22.4   27     35    M-S-D      0
Comp Sub-Totals:      -22.4      100.0      820.8      1,057.8      -22.4   27     35
- --------------------------------------------------------------------------------------------------------
Category Totals:      -22.4      100.0      820.8      1,057.8      -22.4   27     35
========================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                               AS OF DECEMBER '96
                       (ALL SALES ARE ROUNDED TO 1000'S)

Select By: Unit Ref 110-B101 110-Q203    E1--Estimated Sales From Sales Entry 
Primary Sort: Sales Cat                  E2--Occupant Historical Sales %'s    
Secondary Sort: Sales Cat                E3--Sales Category %'s               
Comp Only: No                            E4--Property Sales %'s               
                                         E5--Estimated Annual Sales Growth %  
                                         
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
                                                                              CURRENT MONTH SALES
    UNIT                                 OPEN               CLOSE                                     %
     NO.           OCCUPANT NAME         DATE      GLA       DATE      CAT%      1996      1995      CHNG
- -----------------------------------------------------------------------------------------------------------
<S>          <C>                      <C>        <C>     <C>         <C>      <C>       <C>       <C>
Specialty Food                                                  04
- -----------------------------------------------------------------------------------------------------------
05 110)      Baskin-Robbins             3/04/92     684                  6.8      21.9      23.2      -5.3
01 110)      Candy 'N Carmel            2/01/85     550                  5.5      20.8      22.3      -6.5
03 110)      Candy Barrel, T            7/15/92    1022                 10.2      22.9      24.8      -7.5
18 110)      Cinnabon #84              10/26/91     758                  7.5      88.7      99.1     -10.5
23 110)      Espress-O                  7/18/93     231                  2.3      23.5      25.1      -6.6
37 110)      Gloria Jean's C           11/29/91    1076                 10.7      82.7     105.2     -21.4
29 110)      Mrs. Fields Coo            5/23/91     721                  7.2      34.2      33.1       3.2
17 110)      Orange Julius              3/21/91    1295                 12.9      63.2      66.7      -5.2
09 110)      Pretzel Time              10/27/92     501                  5.0      43.3      46.6      -7.2
10 110)      Surf City Squee            6/27/92     420                  4.2      26.0      30.1     -13.6
01 110)      Sweet Factory             11/18/93     848                  8.4      48.0      44.9       6.8
15 110)      Thomas Hammer C           12/04/93    1058                 10.5      50.0      44.5      12.5
15 110)      Tipton's Gourme           10/01/84     700                  7.0      76.4      69.0      10.7
Comp Sub-Totals:                                   9864                          601.5     634.5      -5.2
- -----------------------------------------------------------------------------------------------------------
C217A 100)   Cold Stone Crea CLOSED    11/29/95      NA    11/02/96                NA       13.9        NA
05 110)      Hickory Farms CLOSED       3/01/85      NA     2/15/95                NA         NA        NA
02 110)      LaCrepe                   12/03/96     185                  1.8       4.1        NA        NA
Non Comp Sub-Totals                                 726                            4.1      13.9     -70.8
- -----------------------------------------------------------------------------------------------------------
Sub Category Totals                               10049                          605.6     648.4      -6.6
===========================================================================================================
Category Totals:                                  10590                          605.6     648.4      -6.6
===========================================================================================================

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
              YEAR-TO-DATE SALES                         FULL YEAR SALES
    UNIT                                %       1996                             %      1996   1995    1996    BKP
     NO.        1996       1995       CHNG     % CAT     1996       1995       CHNG     $/SF   $/SF   BKP/SF    %
- ------------------------------------------------------------------------------------------------------------------
<S>          <C>        <C>        <C>        <C>     <C>        <C>        <C>        <C>    <C>    <C>      <C>
Specialty Food
- ------------------------------------------------------------------------------------------------------------------
05 110)          241.9      237.8        1.7     6.4      241.9      237.8        1.7   354    348        0     7
01 110)          173.4      176.7       -1.8     4.6      173.4      176.7       -1.8   315    321        0     7
03 110)          149.8      161.4       -7.2     3.9      149.8      161.4       -7.2   147    158        0     6
18 110)          583.6      589.4       -1.0    15.3      583.6      589.4       -1.0   770    778        0     6
23 110)          163.2      171.2       -4.7     4.3      163.2      171.2       -4.7   706    741        0     8
37 110)          336.8      389.4      -13.5     8.8      336.8      389.4      -13.5   313    362        0     7
29 110)          233.4      207.1       12.7     6.1      233.4      207.1       12.7   324    287        0     8
17 110)          404.7      407.7       -0.7    10.6      404.7      407.7       -0.7   313    315        0     8
09 110)          303.1      312.4       -3.0     8.0      303.1      312.4       -3.0   605    624        0     7
10 110)          239.1      274.3      -12.8     6.3      239.1      274.3      -12.8   569    653        0    10
01 110)          280.1      261.9        6.9     7.4      280.1      261.9        6.9   330    309        0     8
15 110)          270.5      281.3       -3.8     7.1      270.5      281.3       -3.8   256    266    M-S-D     8
15 110)          319.2      309.3        3.2     8.4      319.2      309.3        3.2   456    442        0     8
- ------------------------------------------------------------------------------------------------------------------
Comp 
  Sub-Totals   3,699.0    3,780.1       -2.1            3,699.0    3,780.1       -2.1   375    383
- ------------------------------------------------------------------------------------------------------------------
C217A 100)       106.6       14.4     641.6      2.8      106.6       14.4     641.6    197     27      NA      8
05 110)             NA       15.7        NA       NA         NA       15.7        NA     NA     28      NA      5
02 110)            4.1         NA        NA      0.1        4.1         NA        NA     22     NA      NA     NA
Non Comp         110.6       30.0     268.4               110.6       30.0     268.4    152     28
- ------------------------------------------------------------------------------------------------------------------
Sub-Totals
- ------------------------------------------------------------------------------------------------------------------
Sub Category   3,809.6    3,810.1       -0.0            3,809.6    3,810.1       -0.0   360    348
==================================================================================================================
Totals
==================================================================================================================
Category       3,809.6    3,810.1       -0.0            3,809.6    3,810.1       -0.0   360    348
==================================================================================================================
Totals:
==================================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                               AS OF DECEMBER '96
                       (ALL SALES ARE ROUNDED TO 1000'S)

Select By: Unit Ref 110-B101 110-Q203      E1--Estimated Sales From Sales Entry
Primary Sort: Sales Cat                    E2--Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                  E3--Sales Category %'s              
Comp Only: No                              E4--Property Sales %'s              
                                           E5--Estimated Annual Sales Growth % 
                                           

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
                                                                        CURRENT MONTH SALES
        UNIT                           OPEN            CLOSE                                    %
        NO.          OCCUPANT NAME     DATE     GLA     DATE     CAT%      1996      1995      CHNG
- -----------------------------------------------------------------------------------------------------
<S>                 <C>             <C>       <C>     <C>     <C>       <C>       <C>       <C>
Restaurant                                              06
- -----------------------------------------------------------------------------------------------------
105 110)              Pickle Barrel 3/01/91     2141          16.7          53.4      58.7      -9.1
Comp Sub-Totals                                 2141                        53.4      58.7      -9.1
- -----------------------------------------------------------------------------------------------------
110 110)              Sports Heroes 8/15/96    10684          83.3         190.8        NA        NA 
Non Comp Sub-Totals                            10684                       190.8       0.0
- -----------------------------------------------------------------------------------------------------
Sub Category Totals                            12825                       244.2      58.7    315.6
=====================================================================================================
Category Totals:                               12825                       244.2      58.7    315.6
=====================================================================================================

<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
                     YEAR-TO-DATE SALES                          FULL YEAR SALES
        UNIT                                  %        1996                             %      1996   1995    1996    BKP
        NO.            1996       1995       CHNG     % CAT      1996       1995       CHNG    $/SF   $/SF   BKP/SF    %
- -------------------------------------------------------------------------------------------------------------------------
<S>                 <C>        <C>        <C>       <C>       <C>        <C>        <C>       <C>    <C>    <C>      <C>
Restaurant
- -------------------------------------------------------------------------------------------------------------------------
105 110)                409.0      439.2      -6.9  40.5          409.0      439.2      -6.9   191    205      NA     NA
Comp Sub-Totals         409.0      439.2      -6.9                409.0      439.2      -6.9   191    205
- -------------------------------------------------------------------------------------------------------------------------
110 110)                600.2         NA        NA  59.5          600.2         NA        NA    56     NA       0      5
Non Comp Sub-Totals     600.2        0.0                          600.2        0.0              56     NA
- -------------------------------------------------------------------------------------------------------------------------
Sub Category Totals   1,009.2      439.2     129.8              1,009.2      439.2     129.8    79    205
=========================================================================================================================
Category Totals:      1,009.2      439.2     129.8              1,009.2      439.2     129.8    79    205
=========================================================================================================================
</TABLE>

<PAGE>

                                                                          1995
                                NORTHTOWN MALL                            
                              OPERATING STATEMENT
                     FOR THE PERIOD ENDED DECEMBER 31, 1996

<TABLE>
<CAPTION>
                                       ACCT        CURRENT          YTD
                                        NO          MONTH          ACTUAL
<S>                                <C>         <C>            <C>
INCOME
 Rental Income - Shops             3015-0000     $  589,095     $ 7,021,729
 Rental Income - Anchors           3016-0000        132,574       1,590,892
 Lease Concessions                 3020-0000        (12,937)       (149,452)
 Percentage Rent                   3025-0000         26,013         613,539
 Storage Rent                      3030-0000          1,978          74,401
 Gumball Income, Net of Expenses   3050-0000              0               0
 Parking Ticket Income             3070-0000           (506)           (346)
 Payphone Revenue                  3075-0000          1,324          17,855
 Late Charge/Interest Income       3080-0000          1,914          24,824
 Vending/Concession Income         3085-0000            147           1,523
 Prior Year Percentage Rent        3110-0000         (5,480)         12,462
 Prior Year CAM                    3120-0000              0          (8,488)
 CAM Reimbursements                6095-0000        170,472       1,963,903
 Majors CAM Contributions          6097-0000         56,998         632,791
 Food Court Reimbursements         6290-0000         10,235         122,988
 HVAC Reimbursements               6548-0000         32,446         382,138
 Tax Reimbursements                6581-0000         50,007         588,839
 Ins Reimbursements                6576-0000          3,169          36,715
 Other Income                                          (200)          8,323
                                                 ----------     -----------
  TOTAL INCOME                                   $1,057,249     $12,934,634
                                                 ==========     ===========
KIOSK INCOME
 Rental Income                     3040-0000     $  168,327     $   562,177
 Percentage Rent                   3040-0001          2,070          79,028
 Other Income                      3040-0009          2,870           4,370
 Salaries/Benefits                 3041-0000         (5,401)        (55,732)
 Temporary Personnel               3041-0001         (2,651)         (2,651)
 CAM Reimbursement Expense         3041-0002         (8,520)        (32,060)
 Equipment                         3041-0003         (3,000)         (3,810)
 Repairs/Maintenance               3041-0004         (5,159)         (9,931)
 Advertising                       3041-0005              0            (111)
                                                  ----------     -----------
  TOTAL KIOSKS                                   $  148,537     $   541,279
                                                 ==========     ===========
REFUSE HANDLING
 Salaries/Benefits                 6525-0000     $   (5,809)    $   (64,419)
 Contract Services                 6525-0002        (13,617)       (114,027)
 Repairs and Maintenance           6525-0004           (818)         (2,873)
 Other Income                      6525-0099          2,743          12,098
 Refuse Reimbursements             6526-0000         17,622         200,368

<CAPTION>
                                         YTD                 YTD                ANNUAL         PRIOR YR
                                        BUDGET            VARIANCE              BUDGET          ACTUAL
<S>                                <C>             <C>            <C>      <C>             <C>
INCOME
 Rental Income - Shops               $ 7,149,982     $ (128,253)      -2%    $ 7,149,982     $ 6,859,871
 Rental Income - Anchors               1,590,888              4        0%      1,590,888       1,590,892
 Lease Concessions                             0       (149,452)      N/A              0         (53,320)
 Percentage Rent                         452,504        161,035       36%        452,504         587,275
 Storage Rent                             76,600         (2,199)      -3%         76,600          57,897
 Gumball Income, Net of Expenses               0              0       N/A              0           9,080
 Parking Ticket Income                         0           (346)      N/A              0           3,107
 Payphone Revenue                         19,800         (1,945)     -10%         19,800          20,163
 Late Charge/Interest Income                   0         24,824       N/A              0          15,554
 Vending/Concession Income                 1,320            203       15%          1,320           1,266
 Prior Year Percentage Rent                    0         12,462       N/A              0         (93,125)
 Prior Year CAM                                0         (8,488)      N/A              0          68,123
 CAM Reimbursements                    2,256,520       (292,617)     -13%      2,256,520       1,880,188
 Majors CAM Contributions                593,125         39,666        7%        593,125         598,043
 Food Court Reimbursements               131,298         (8,310)      -6%        131,298         115,168
 HVAC Reimbursements                     442,100        (59,963)     -14%        442,100         366,035
 Tax Reimbursements                      600,267        (11,428)      -2%        600,267         529,455
 Ins Reimbursements                       38,668         (1,953)      -5%         38,668          36,939
 Other Income                                  0          8,323       N/A              0          15,837
                                     -----------     ----------      ----    -----------     -----------
  TOTAL INCOME                       $13,353,073     $ (418,439)      -3%    $13,353,073     $12,608,449
                                     ===========     ==========     =====    ===========     ===========
KIOSK INCOME
 Rental Income                       $   423,590     $  138,587       33%    $   423,590     $   440,451
 Percentage Rent                          25,000         54,028      216%         25,000          21,778
 Other Income                                  0          4,370       N/A              0             330
 Salaries/Benefits                       (36,031)       (19,701)     -55%        (36,031)        (34,920)
 Temporary Personnel                      (3,000)           349       12%         (3,000)              0
 CAM Reimbursement Expense               (22,430)        (9,631)     -43%        (22,430)              0
 Equipment                                     0         (3,810)      N/A              0          (3,684)
 Repairs/Maintenance                      (2,000)        (7,931)    -397%         (2,000)        (13,080)
 Advertising                                (100)           (11)     -11%           (100)            (37)
                                     -----------     ----------      ----    -----------     -----------
  TOTAL KIOSKS                       $   385,030     $  156,249       41%    $   385,030     $   410,838
                                     ===========     ==========     ====     ===========     ===========
REFUSE HANDLING
 Salaries/Benefits                   $   (69,502)    $    5,083        7%    $   (69,502)    $   (15,636)
 Contract Services                      (109,032)        (4,995)      -5%       (109,032)       (151,981)
 Repairs and Maintenance                  (2,000)          (873)     -44%         (2,000)         (5,282)
 Other Income                             15,000         (2,902)     -19%         15,000          15,264
 Refuse Reimbursements                   216,820        (16,451)      -8%        216,820         196,298
</TABLE>

<PAGE>

                                NORTHTOWN MALL
                              OPERATING STATEMENT
                     FOR THE PERIOD ENDED DECEMBER 31, 1996

<TABLE>
<CAPTION>
                                  ACCT       CURRENT        YTD           YTD
                                   NO         MONTH        ACTUAL        BUDGET
<S>                           <C>         <C>          <C>           <C>
                                           ---------    ----------    ----------
  Net Refuse                               $     121    $   31,147    $   51,286
                                           =========    ==========    ==========
T/R HVAC
 Salaries/Benefits            6545-0000    $  (4,275)   $  (59,360)   $  (52,374)
 Contract Services            6545-0002            0             0             0
 Repairs/Maintenance          6545-0004       (3,514)      (33,091)      (75,314)
 Electricity                  6545-0007            1      (140,693)     (196,812)
 Gas                          6545-0008            0             0             0
 Other Income                 6545-0099            0             0             0
 Depreciation                 6547-0000       (4,995)      (59,934)      (59,934)
                                           ---------    ----------    ----------
  Net HVAC                                 $ (12,782)   $ (293,077)   $ (384,435)
                                           =========    ==========    ==========
T/R TAXES AND INSURANCE
 Insurance                    6575-0000    $  (1,022)   $  (38,644)   $  (38,668)
 Real Estate Taxes            6580-0000      (15,958)     (566,204)     (600,267)
  Total Taxes and Insurance                ---------    ----------    ----------
                                            $ (16,981)   $ (604,848)   $ (638,935)
                                           =========    ==========    ==========
 CAM EXPENSES
UTILITIES
 ICAM - Electricity           6010-0000    $  (8,098)   $  111,360    $  157,790
 Electricity Reimbursements   6010-0001       (1,011)       (6,166)       (2,673)
 ICAM - Water                 6020-0000          507        10,310        20,350
 Water Reimbursements         6020-0001         (490)       (6,042)       (6,474)
 OCAM - Electricity           6110-0000       19,529        33,823        17,038
 OCAM - Water                 6120-0000           16         3,234         4,189
                                           ---------    ----------    ----------
  Total Utilities                             10,452       146,518       190,220
JANITORIAL
 Salaries/Benefits            6030-0000       26,773       209,009       208,042
 Employment Expense           6030-0001            0         1,167         3,000
 ICAM Contract                6030-0002          (26)        7,240        14,938
 ICAM Maintenance             6030-0004         (109)       13,186         2,200
 ICAM Supplies                6030-0005        2,607        43,643        51,974
 ICAM Other Income            6030-0099         (109)         (458)            0
 OCAM Contract                6130-0002            0           525             0
 OCAM Maintenance             6130-0004            0             2             0
 OCAM Supplies                6130-0005            0             0             0

<CAPTION>
                                         YTD                ANNUAL       PRIOR YR
                                      VARIANCE              BUDGET        ACTUAL
<S>                           <C>             <C>       <C>           <C>
                                 --------      ---       ----------    ----------
  Net Refuse                     $(20,139)     -39%      $   51,286    $   38,665
                                 ========      ===       ==========    ==========
T/R HVAC
 Salaries/Benefits               $ (6,986)     -13%      $  (52,374)   $  (26,205)
 Contract Services                      0       N/A               0        (4,737)
 Repairs/Maintenance               42,224       56%         (75,314)      (34,755)
 Electricity                       56,119       29%        (196,812)     (206,135)
 Gas                                    0       N/A               0             0
 Other Income                           0       N/A               0             0
 Depreciation                           0        0%         (59,934)      (59,934)
                                 --------      ---       ----------    ----------
  Net HVAC                       $ 91,358       24%      $ (384,435)   $ (331,766)
                                 ========      ===       ==========    ==========
T/R TAXES AND INSURANCE
 Insurance                       $     24        0%      $  (38,668)   $  (29,570)
 Real Estate Taxes                 34,064        6%        (600,267)     (538,885)
  Total Taxes and Insurance
                                 --------      ---       ----------    ----------
                                 $ 34,088        5%      $ (638,935)   $ (568,445)
                                 ========      ===       ==========    ==========
 CAM EXPENSES
UTILITIES
 ICAM - Electricity              $ 46,430       29%      $  157,790    $  150,317
 Electricity Reimbursements         3,493      131%          (2,673)      (12,507)
 ICAM - Water                      10,040       49%          20,350        17,816
 Water Reimbursements                (432)      -7%          (6,474)       (5,514)
 OCAM - Electricity               (16,785)     -99%          17,038        16,297
 OCAM - Water                         955       23%           4,189         3,754
                                 --------      ---       ----------    ----------
  Total Utilities                  43,702       23%         190,220       170,162
JANITORIAL
 Salaries/Benefits                   (967)      -0%         208,042       113,124
 Employment Expense                 1,833       61%           3,000         1,048
 ICAM Contract                      7,698       52%          14,938       140,303
 ICAM Maintenance                 (10,986)    -499%           2,200        48,675
 ICAM Supplies                      8,331       16%          51,974             0
 ICAM Other Income                    458       N/A               0             0
 OCAM Contract                       (525)      N/A               0         8,747
 OCAM Maintenance                      (2)      N/A               0           298
 OCAM Supplies                          0       N/A               0             0
</TABLE>

<PAGE>

                                NORTHTOWN MALL
                              OPERATING STATEMENT
                     FOR THE PERIOD ENDED DECEMBER 31, 1996

<TABLE>
<CAPTION>
                                      ACCT      CURRENT        YTD
                                       NO        MONTH       ACTUAL
<S>                               <C>         <C>         <C>
                                                -------     --------
  Total Janitorial                               29,135      274,313
LANDSCAPING
 Salaries/Benefits                6040-0000         (79)       1,802
 ICAM - Contracts                 6040-0002         541        5,946
 ICAM - Maintenance               6040-0004         155          687
 OCAM - Contracts                 6140-0002         316        8,421
 OCAM - Maintenance               6140-0004           0        2,390
                                                -------     --------
  Total Landscaping                                 932       19,245
 
HVAC EXPENSES
 ICAM - HVAC Salaries/Benefits    6045-0000       1,546       19,933
 ICAM - HVAC Contracts            6045-0002           0            0
 ICAM - HVAC Maintenance          6045-0004         812        7,412
 ICAM - HVAC Electricity          6045-0008      10,191       65,984
 ICAM - HVAC Gas                  6045-0009       4,087       23,056
 ICAM - HVAC Gas Reimbursements   6045-0099      (1,407)     (17,607)
 ICAM - HVAC Depreciation         6047-0000       2,453       29,433
                                                -------     --------
  Total HVAC                                     17,682      128,211
 
MAINTENANCE
 ICAM - Salaries/Benefits         6055-0000      10,611      107,777
 ICAM - Employment Expense        6055-0001       1,311        5,239
 ICAM - Repairs/Maint             6055-0004      12,254       47,529
 ICAM - Temporary Help            6055-0010           0            0
 ICAM - Building Repairs          6055-0015       8,183       13,083
 ICAM - Plumbing                  6055-0025         194        1,962
 ICAM - Lighting                  6055-0035         331       33,497
 ICAM - Wired Music               6055-0045         214        2,725
 ICAM - Elevators/Escalators      6055-0055      11,797       52,062
 ICAM - Equipment                 6055-0065         989        5,790
 ICAM - Roof                      6055-0075           0          254
 ICAM - Signs                     6055-0085         399          447
 ICAM - Waste Handling            6055-0095       1,183       12,185
 ICAM - Other Income              6055-0999         (49)         (49)
 OCAM - Salaries/Benefits         6155-0000       5,322       70,868
 OCAM - Repairs/Maint             6155-0004         375        2,322
 OCAM - Temporary Help            6155-0010           0            0
 OCAM - Building Repairs          6155-0015          37        2,534

<CAPTION>
                                       YTD              YTD              ANNUAL      PRIOR YR
                                     BUDGET           VARIANCE           BUDGET       ACTUAL
<S>                               <C>          <C>         <C>        <C>          <C>
                                     -------       -----        ---      -------      -------
  Total Janitorial                   280,154       5,841          2%     280,154      312,195
LANDSCAPING
 Salaries/Benefits                     1,440        (362)       -25%       1,440           23
 ICAM - Contracts                      6,480         535          8%       6,480        6,679
 ICAM - Maintenance                    2,250       1,563         69%       2,250        1,780
 OCAM - Contracts                     11,300       2,879         25%      11,300       13,802
 OCAM - Maintenance                    2,100        (290)       -14%       2,100          915
                                     -------       -----        ---      -------      -------
  Total Landscaping                   23,570       4,325         18%      23,570       23,199
 
HVAC EXPENSES
 ICAM - HVAC Salaries/Benefits        19,270        (663)        -3%      19,270        6,358
 ICAM - HVAC Contracts                     0           0         N/A           0            0
 ICAM - HVAC Maintenance              13,957       6,545         47%      13,957       15,516
 ICAM - HVAC Electricity              63,426      (2,558)        -4%      63,426       41,713
 ICAM - HVAC Gas                      30,123       7,067         23%      30,123       26,117
 ICAM - HVAC Gas Reimbursements      (19,131)     (1,524)        -8%     (19,131)     (20,210)
 ICAM - HVAC Depreciation             29,433           0          0%      29,433       29,433
                                     -------       -----        ---      -------      -------
  Total HVAC                         137,078       8,867          6%     137,078       98,927
 
MAINTENANCE
 ICAM - Salaries/Benefits             88,221     (19,555)       -22%      88,221       52,793
 ICAM - Employment Expense               300      (4,939)     -1646%         300        8,778
 ICAM - Repairs/Maint                 33,409     (14,119)       -42%      33,409       28,496
 ICAM - Temporary Help                     0           0         N/A           0            0
 ICAM - Building Repairs              28,600      15,517         54%      28,600       11,638
 ICAM - Plumbing                       7,100       5,138         72%       7,100        5,848
 ICAM - Lighting                      44,000      10,503         24%      44,000       37,421
 ICAM - Wired Music                   12,690       9,965         79%      12,690       12,595
 ICAM - Elevators/Escalators          53,214       1,152          2%      53,214       50,260
 ICAM - Equipment                      3,400      (2,390)       -70%       3,400        5,176
 ICAM - Roof                             600         346         58%         600            0
 ICAM - Signs                            500          53         11%         500          296
 ICAM - Waste Handling                12,612         427          3%      12,612       14,709
 ICAM - Other Income                       0          49         N/A           0         (768)
 OCAM - Salaries/Benefits             79,352       8,484         11%      79,352      122,423
 OCAM - Repairs/Maint                  3,480       1,158         33%       3,480        2,820
 OCAM - Temporary Help                     0           0         N/A           0            0
 OCAM - Building Repairs               7,500       4,966         66%       7,500       24,479
</TABLE>

<PAGE>

                                NORTHTOWN MALL
                              OPERATING STATEMENT
                     FOR THE PERIOD ENDED DECEMBER 31, 1996

<TABLE>
<CAPTION>                
                                        ACCT      CURRENT       YTD        YTD              YTD              ANNUAL     PRIOR YR
                                         NO        MONTH      ACTUAL     BUDGET          VARIANCE            BUDGET      ACTUAL
<S>                                 <C>         <C>         <C>        <C>        <C>           <C>       <C>          <C>
 OCAM - Plumbing                    6155-0025          27        912        800          (112)      -14%         800          0
 OCAM - Lighting                    6155-0035         324      5,674      8,720         3,046        35%       8,720      8,226
 OCAM - Elevators/Escalators        6155-0055      (3,283)     2,320      5,015         2,695        54%       5,015      6,070
 OCAM - Equipment                   6155-0065         867      3,866      9,250         5,384        58%       9,250     12,499
 OCAM - Signs                       6155-0085         286      1,013      4,800         3,787        79%       4,800      4,636
 OCAM - Waste Handling              6155-0095         293      2,742      3,344           602        18%       3,344      3,807
 OCAM - Traffic Control             6155-0115       3,329     11,825      3,650        (8,175)     -224%       3,650         39
 OCAM - Sweeping                    6155-0125         634     11,593     13,700         2,107        15%      13,700     18,026
 OCAM - Snow Removal                6155-0135      61,605    125,448     23,300      (102,148)     -438%      23,300      7,158
 OCAM - Pave/Patch                  6155-0145         865      1,135      1,200            65         5%       1,200        649
 OCAM - Parking Deck                6155-0155          81      2,192     11,100         8,908        80%      11,100     10,835
 OCAM - Other Income                6155-0999           0          0          0             0        N/A           0          0
                                                  -------    -------    -------       -------       ---      -------    ------- 
  Total Maintenance                               118,179    526,944    459,857       (67,087)      -15%     459,857    448,910
 
SECURITY
 ICAM Salaries/Benefits             6070-0000       3,710     44,839     48,416         3,578         7%      48,416     37,429
 Employment Expense                 6070-0001          85        251      1,140           889        78%       1,140          0
 ICAM - Contracts                   6070-0002      41,075    111,106    101,804        (9,302)       -9%     101,804    104,162
 ICAM - Fire Protection-Maint       6070-0003          17      6,530      3,830        (2,700)      -71%       3,830      2,928
 ICAM - Maintenance                 6070-0004        (139)       (57)         0            57        N/A           0      5,175
 ICAM - Equipment                   6070-0005           0        911      2,600         1,689        65%       2,600          0
 ICAM - Training                    6070-0006        (423)     1,181      1,440           259        18%       1,440          0
 ICAM - Phone                       6070-0007          86        791        624          (167)      -27%         624      1,547
 ICAM - Supplies                    6070-0008         434      4,727      2,576        (2,151)      -83%       2,576          0
 ICAM - Fire Protection-Contracts   6070-0032         364      5,168      4,464          (704)      -16%        4.464     5,015
 ICAM - Fire Proctection-Phone      6070-0037           0          0          0             0        N/A           0          0
 ICAM - Other Income                6070-0099           0          0          0             0        N/A           0          0
 OCAM - Salaries/Benefits           6170-0000       3,035     37,059     39,613         2,555         6%      39,613     37,229
 OCAM - Contracts                   6170-0002      45,303    109,502    100,068        (9,434)       -9%     100,068     91,521
 OCAM - Maintenance                 6170-0004         776      4,774      3,420        (1,354)      -40%       3,420      5,139
 OCAM - Equipment                   6170-0005           0        605      2,600         1,995        77%       2,600          0
 OCAM - Training                    6170-0006        (423)     1,213      1,440           227        16%       1,440          0
 OCAM - Phone                       6170-0007          22        267        360            93        26%         360      1,499
 OCAM - Supplies                    6170-0008       3,499      6,399      6,214          (185)       -3%       6,214          0
 OCAM - Fire Protection-Maint       6170-0030           0        953        240          (713)     -297%         240        309
 OCAM - Fire Protection-Contracts   6170-0032          40        574        496           (78)      -16%         496        557
 OCAM - Fire Protection-Phone       6170-0037           0          0          0             0        N/A           0          0
 OCAM - Other Income                7160-0099           0          0          0             0        N/A           0          0
                                                  -------    -------    -------       -------       ---      -------    ------- 
  Total Security                                   97,462    336,793    321,345       (15,447)       -5%     321,345    292,512
</TABLE>               

<PAGE>

                                NORTHTOWN MALL
                              OPERATING STATEMENT
                     FOR THE PERIOD ENDED DECEMBER 31, 1996

<TABLE>
<CAPTION>
                                                                                                                      1995
                                       ACCT      CURRENT       YTD          YTD            YTD           ANNUAL     PRIOR YR
                                        NO        MONTH       ACTUAL      BUDGET        VARIANCE         BUDGET      ACTUAL
<S>                                <C>         <C>        <C>           <C>        <C>        <C>      <C>        <C>
MALL OFFICE EXPENSES
 Electricity                       6310-0000       (612)      7,365        9,452      2,087       22%     9,452       8,407
 Salaries/Benefits                 6320-0000     10,444      126,106     173,542     47,418       27%   173,524     134,190
 Salaries/Benefits - Home Office   6320-0001      4,400      52,800       52,596       (204)      -0%    52,596           0
 Temporary Help                    6321-0000          0           0            0          0       N/A         0           0
 Employee Training                 6322-0000          0       4,158        2,550     (1,608)     -63%     2,550       3,078
 Employment Expense                6323-0000       (993)        140          250        110       44%       250           0
 Travel-Air/Lodging                6330-0000       (520)      3,888        8,900      5,012       56%     8,900       9,485
 Travel - Meals                    6331-0000       (140)        573          800        227       28%       800         940
 Meeting/Business Meals            6335-0000      3,005       5,100        4,000     (1,100)     -27%     4,000       1,680
 Telephone                         6340-0000      1,594      18,658       22,272      3,614       16%    22,272      23,179
 Repairs/Maintenance               6345-0000          0           0            0          0       N/A         0         880
 Licenses/Fees                     6350-0000          0         434          700        266       38%       700         594
 Dues and Subscriptions            6355-0000         90       2,988        3,220        232        7%     3,220       3,695
 Supplies and Sundries             6360-0000      2,232      10,431       11,660      1,229       11%    11,660      11,306
 Postage and Delivery              6365-0000         73       3,406        4,300        894       21%     4,300       3,461
 Equipment - Leased                6369-0000      4,841      27,637       24,216     (3,421)     -14%    24,216           0
 Equipment - Maintenance           6370-0000         51       9,066        5,680     (3,386)     -60%     5,680      30,143
 Other Income                      6371-0000       (150)     (1,800)           0      1,800       N/A         0      (1,800)
 Customer relations                6372-0000         79       1,362        1,300        (62)      -5%     1,300       1,040
 Rent expense                      6380-0000      2,000      24,000       24,000          0        0%    24,000      24,000
 Professional Services             6390-0000          0           0            0          0       N/A         0       9,713
                                                -------      -------     -------    -------       ---   -------     ------- 
  Total Mall Office                              26,395      296,312     349,420     53,108       15%   349,420     263,992
 
CUSTOMER SERVICE
 Income                            6375-0000     (2,255)     (2,251)           0      2,251       N/A         0        (669)
 Salaries and Benefits             6376-0020      4,435      31,996       41,121      9,125       22%    41,121      38,480
 Employment Expense                6376-0021         25         181          300        119       40%       300         110
 Repairs & Maintenance             6376-0030          0            (5)         0          5       N/A         0         (58)
 Supplies                          6376-0050        213         432          200       (232)    -116%       200       3,336
 Equipment                         6376-0055          2         175          180          5        3%       180         175
                                                -------      -------     -------    -------       ---   -------     ------- 
  Total Customer Service                          2,420      30,529       41,801     11,272       27%    41,801      41,373
 
TAXES AND INSURANCE
 ICAM Insurance                    6075-0000      1,238      27,005       26,530       (475)      -2%    26,530      20,936
 ICAM Taxes                        6080-0000      6,821      242,012     256,572     14,560        6%   256,572     244,354
 OCAM Insurance                    6175-0000      3,981      63,143       59,998     (3,146)      -5%    59,998      48,833
 OCAM Taxes                        6180-0000      8,595      304,944     323,290     18,346        6%   323,290     307,895
 Mall Office Insurance             6352-0000        134       1,947        1,578       (369)     -23%     1,578       1,950
</TABLE>

<PAGE>

                                NORTHTOWN MALL
                              OPERATING STATEMENT
                     FOR THE PERIOD ENDED DECEMBER 31, 1996

<TABLE>
<CAPTION>
                                           ACCT       CURRENT        YTD
                                            NO         MONTH        ACTUAL
<S>                                    <C>          <C>         <C>
                                                     --------    ----------
  Total Taxes and Insurance                            20,769       639,051
                                                     --------    ----------
TOTAL CAM EXPENSES                                   $323,426    $2,397,917
                                                     ========    ==========
FOOD COURT EXPENSES
 Salaries/Benefits                     6230-0000     $  9,151    $   91,848
 Employment Expense                    6230-0001            0            85
 Contract Services                     6230-0002          108         1,838
 Supplies                              6230-0004          903        10,698
 Other Income                                               0             0
 Furniture Amortization                6286-0000          725         8,700
                                                     --------    ----------
  Total Food Court Expenses                          $ 10,888    $  113,170
                                                     ========    ==========
 
LANDLORD OBLIGATIONS
 Insurance                             6410-0000     $   (216)   $   10,184
 Real Estate Taxes                     6420-0000        3,794       134,600
 Professional Services                 6425-0000            0         1,425
 ICSC Expenses                         6440-0000            0         8,980
 Landlord TI Costs - Salaries          6442-0000          780        12,291
 Landlord TI Costs                     6442-0001           67        22,881
 Landlord R & M - Salaries             6443-0000            0         1,436
 Landlord - Electricity vacant space   6443-0003          469         4,595
 Landlord - R & M                      6443-0004        2,469         5,680
 Landlord - R & M - Other              6443-1,2,9       2,954        (5,904)
 Marketing Fund Contribution           6445-0000        6,687        79,168
 
  Subtotal Landlord Obligation                         17,004       275,336
 
 JC Penney - Labor                     6455-0000          918        11,889
 JC Penney - Real Estate Taxes         6455-0002       38,491       156,476
 JC Penney - Elevator Maint            6455-0003        1,507        14,465
 JC Penney - HVAC Maint                6455-0004          285         8,398
 JC Penney - Misc.                     6455-0005            0         8,826
 
  Subtotal JC Penney Expense                           41,201       200,054
                                                     --------    ----------
  Total Landlord Obligation                          $ 58,205    $  475,390
                                                     ========    ==========

<CAPTION>
                                            YTD               YTD              ANNUAL       PRIOR YR
                                           BUDGET          VARIANCE            BUDGET        ACTUAL
<S>                                    <C>           <C>         <C>       <C>           <C>
                                        ----------    ---------     ----    ----------    ----------   
  Total Taxes and Insurance                667,967       28,917        4%      667,967       623,968
                                        ----------    ---------     ----    ----------    ----------   
TOTAL CAM EXPENSES                      $2,471,414    $  73,497        3%   $2,471,414    $2,275,238
                                        ==========    =========        =    ==========    ==========
FOOD COURT EXPENSES
 Salaries/Benefits                      $   94,285    $   2,437        3%   $   94,285    $   49,824
 Employment Expense                            900          815       91%          900             0
 Contract Services                             800       (1,038)    -130%          800        53,133
 Supplies                                    9,940         (758)      -8%        9,940         5,386
 Other Income                                    0            0       N/A            0             0
 Furniture Amortization                      8,700            0        0%        8,700         8,700
                                        ----------    ---------     ----    ----------    ----------   
  Total Food Court Expenses             $  114,625    $   1,455        1%   $  114,625    $  117,043
                                        ==========    =========     ====    ==========    ==========
 
LANDLORD OBLIGATIONS
 Insurance                              $   10,745    $     561        5%   $   10,745    $   12,029
 Real Estate Taxes                         118,040      (16,560)     -14%      118,040       168,701
 Professional Services                           0       (1,425)      N/A            0         3,208
 ICSC Expenses                               7,500       (1,480)     -20%        7,500        20,530
 Landlord TI Costs - Salaries               10,244       (2,047)     -20%       10,224        64,437
 Landlord TI Costs                         605,000      582,119       96%      605,000             0
 Landlord R & M - Salaries                       0       (1,436)      N/A            0         1,024
 Landlord - Electricity vacant space         7,635        3,040       40%        7,635         6,660
 Landlord - R & M                                0       (5,680)      N/A            0             0
 Landlord - R & M - Other                        0        5,904       N/A            0        (8,262)
 Marketing Fund Contribution                80,004          836        1%       80,004        74,773
 
  Subtotal Landlord Obligation             839,169      563,832       67%      839,169       343,100
 
 JC Penney - Labor                          12,681          792        6%       12,681        13,229
 JC Penney - Real Estate Taxes             162,662        6,186        4%      162,662       131,750
 JC Penney - Elevator Maint                 18,834        4,369       23%       18,834        13,274
 JC Penney - HVAC Maint                     15,074        6,675       44%       15,074        12,207
 JC Penney - Misc.                           4,700       (4,126)     -88%        4,700         8,445
 
  Subtotal JC Penney Expense               213,950       13,896        6%      213,950       178,904
                                        ----------    ---------     ----    ----------    ----------   
  Total Landlord Obligation             $1,053,119    $ 577,729       55%   $1,053,119    $  522,004
                                        ==========    =========     ====    ==========    ==========
</TABLE>

<PAGE>

NORTHTOWN MALL
1998 ESTIMATED GROSS LEASABLE AREA

SPACE ID        CURRENT TENANT                    S.F.
- --------        --------------                    ----
B101            Mariposa                          5,155
B105            The Phone Center                  2,057
B107            Vacant                            2,040
B109            Vacant                            3,871
B114            Vacant                            2,245
B115            Weisfields                        1,549
B117            Mastercuts                        1,052
B119            Rubber Stamp Store                1,229
B121            Washington Photo                  1,177
B123            Espresso                            231
C101            Candy 'N Carmelcorn                 550
C102            LeCrepe                             185
C104            Sam Goody                         2,272
C110            Heroes                           10,684
C121            Vacant                            3,100
C123            Vacant                            3,600
C125            Gordons                           1,450
E101            Piercing Pagoda                     160
E102            Vacant                            1,408
E103            Hamer's                           3,025
E105            Vacant                            7,469
E109            Vacant                              600
E111            Vacant                              600
E114            Kay Bee Toys                      3,570
E115            Modern Woman                      5,664
E117            Vacant                            1,800
E119            Pederson's                        5,160
F109            LensCrafters                      4,048
F111            Beauty Works                      1,750
F114            Mark's Hallmark                   2,861
F115            Vacant                            3,072
F117            Gap Kids                          4,830
F119            The Icing                         1,349
F121            Garden Botanika                   1,811
F123            Vacant                            1,701
F125            Jay Jacobs                        4,996
F127            Nordic Track                      2,047
F131            B Dalton                          4,465
F133            Track 'N Trail                    1,836
F135            Zales Jewelers                    1,393
                                                
                                   
<PAGE>

NORTHTOWN MALL
1998 ESTIMATED GROSS LEASABLE AREA

SPACE ID        CURRENT TENANT                    S.F.
- --------        --------------                    ----
F137            Gloria Jean's Coffee              1,076
F141            Vacant                            3,798
F143            Pacific Sunwear                   1,697
F145            Footlocker                        2,397
F147            Payless Kids                      1,348
F148            Kiddie Kandids                      811
F149            Nature's Kingdom                  1,233
F151            Street of Dreams                  1,689
G101            Crescent Jewelers                 1,082
G103            Gymboree                          1,331
G105            Kids Footlocker                   1,548
G107            Hidden Cottage                    1,629
G109            Select Comfort                      893
G110            Surf City Squeeze                   420
G111            Things Remembered                 1,376
G114            Saad's Shoe Repair                  576
G115            Kay Jewelers                      1,244
G117            Vacant                            1,558
G119            Silver Safari                       396
G121            Hot Topic                         1,124
G122            Vacant                              227
G123            Body Shop                           846
H105            Baskin Robbins                      684
H107            Evergreen                         1,047
H108            Vacant                              701
H109            Sunglass Hut                        603
H113            Eddie Bauer                       6,208
H115            Tiptons's                           700
H117            Watch Gallery                       701
H118            Cinnabon                            758
H121            Carimar                             861
H123            Champs                            5,226
H125            Vacant                            2,002
H127            Schlosser's Flowers                 722
H129            Mrs. Fields                         721
H131            Express Yourself                    296    
J101            Naturalizer                       2,022  
J103            Kits Camera                       1,491  
J105            Pickle Barrel                     2,141  
J107            Pro Image                         2,007  
                                                  
<PAGE>

NORTHTOWN MALL
1998 ESTIMATED GROSS LEASABLE AREA

SPACE ID        CURRENT TENANT                    S.F.
- --------        --------------                    ----
J109            Vacant                            2,007              
J111            Pilgrim's Nutrition               1,792
J114            R. Brown                          1,184
J115            Evangel Books                     1,257
J117            Orange Julius                     1,295
M101            Learning World                    3,188
M103            Radio Shack                       2,640
M105            Payless                           2,819
N101            FootAction                        2,139
N103            Candy Barrel                      1,022
N105            Wilson's                          2,847
N107            Lady Footlocker                   1,826
N109            Vacant                              139
P101            Ben Bridge                        1,503
P103            Rave                              2,138
P105            NW Beauty Supply                  1,406
P107            Zumiez                            2,018
P109            Pretzel Time                        501
P111            Vacant                            2,288
Q101            Village Shoes                     2,007
Q103            Tomlinson Black                   1,670
FIRST FLOOR TOTAL                               202,938

B201            Limited Express                  12,328
B203            Structure                         4,332
C201            Victoria's Secret                 6,521
C205            Suncoast                          2,144
C207            Disney                            3,873
C209            Eyemasters                        3,730
E201            Vacant                            4,921
E202            Vacant                            2,316
E203            Vacant                            4,805
E207            Vacant                            2,640
E209            Motherhood Maternity              1,055
E211            The Avenue                        4,019
E217            Maurice's                         8,881
E219            Consumer Opinion                  2,045
F201            Bombay Company                    4,001
F207            Vacant                            1,881
F209            Vacant                            1,576


<PAGE>

NORTHTOWN MALL
1998 ESTIMATED GROSS LEASABLE AREA

SPACE ID        CURRENT TENANT                    S.F.
- --------        --------------                    ----
F211            Swim In                           1,063
F212            Seafirst                          1,028
F214            GNC                               1,114
F215            Lechters                          3,067
F217            Northern Reflections              2,478
F219            Kinney Shoes                      2,741
F221            Gap                               5,865
F229            Lerners                          13,331
F241            Lane Bryant                       7,246
FC201           Claire's                            699
H201            Sweet Factory                       848
H203            Vacant                              627
H205            Harry Ritchie's                   1,160
H207            House of Cutlery                  1,004
H209            Vacant                              973
H211            Sunglass Hut                        741
H213            Homestead Birkenstock               774
H215            Hammer's Coffee                   1,058
H217            Candleman                           720
H219            Paw Prints                          659
H221            Vacant                              644
H223            Vacant                              639
J203            Vacant                            2,870
J204            Franklin Quest                    2,249
J205            Vacant                            1,638
J207            Vacant                            1,607
J209            Musicland                         1,583
J211            Inprints                          1,426
J214            Software, Etc.                    1,106
J215            Vista Optical                     1,068
J217            Rizutto's                         1,093
M201            Vacant                            1,513
M202            HiTek Nails                         939
M203            Hallmark                          3,139
M205            vacant                            2,608
N201            Naturium                          1,539
N203            System Seven                      1,297
N205            Mr. Rags                          1,522
N207            San Francisco Music B             1,479
N209            Fred Meyer Jewelers               1,214

<PAGE>


NORTHTOWN MALL
1998 ESTIMATED GROSS LEASABLE AREA

SPACE ID        CURRENT TENANT                    S.F.
- --------        --------------                    ----
N211            It's A Wrap                         363
P201            Afterthoughts                       824
P203            Cartoon Classics                  1,193
P205            Graham's                          1,297
P207            Regis                             1,221
P209            Footlocker                        2,851
P213            Portraits To Go                   1,566
Q201            Waldenbooks                       2,952
Q203            Spencer's Gifts                   1,445
SECOND FLOOR TOTAL                              163,149

FC203           Frankfurter                         429
FC205           Ivar's                              630
FC207           Salad Garden                        649
FC209           Schlotzsky's Deli                   569
FC211           A&W                                 633
FC213           Flaming Wok                         503
FC215           Sbarro                              686
FC217           Juicers                             541
FC219           Taco Time                           777
FC221           Edo Japan                           540
FC223           Arby's                              591
FC225           Bruchi's                            565
FOOD COURT TOTAL                                  7,113

G001            Bumpers                          30,000
LOWER LEVEL TOTAL                                30,000

                The Bon                          89,207
                JCPenney                        140,868
                Emporium                         68,742
                Sears                           160,479
                Mervyn's                         80,634
DEPARTMENT STORES TOTAL                         539,930

TOTAL GLA                                       943,130

<PAGE>

                               SABEY CORPORATION
                              Commercial Rent Roll
                     Report Date From: 3/01/98 To: 3/31/98

<TABLE>
<CAPTION>
                  TERM                           PRORATED               BASE RENT    BASE RENT
          ---------------------   UNIT INFO     BASE RENT    RENT PER    INCREASE    INCREASE
 OOT IED     FROM        TO       BASE RENT       ANNUAL     SQ FT/YR     (DATE)     (AMOUNT)
- --------- ---------- ---------- ------------- ------------- ---------- ----------- ------------
<S>       <C>        <C>        <C>           <C>           <C>        <C>         <C>
48                                      0.00          0.00  0.00                          0.00
00         10/15/93    8/31/11       2200.00      26400.00  2.64        10/01/93      2,200.00
                                                                         9/01/03      3,333.34
86          8/07/91    8/31/11      56162.70     673952.40  4.78         4/01/92     56,162.70
74         10/17/91   10/31/11      43078.32     517635.84  7.53        10/01/91     43,078.32
                                                                         1/01/94         58.00
912         3/26/91                     0.00          0.00  0.00                          0.00
20          7/25/93    1/31/14      33333.33     399999.96  4.48         7/01/93     33,333.33
636         8/01/94                  1409.00      16908.00  3.00         9/01/95      1,409.00
Storage unit only.
- --------- ---------- ---------- ------------- ------------- ---------- ----------- ------------
84                                 136183.35    1634896.20  2.94
845

<CAPTION>
             OPERATING EXPENSE       REAL ESTATE TAX        CPI EXPENSE            GROSS RENTS
          ------------------------ -------------------- -------------------- ------------------------
 OOT IED      MONTH      SQ FT/YR    MONTH    SQ FT/YR    MONTH    SQ FT/YR   SQ FT/YR      TOTAL
- --------- ------------- ---------- --------- ---------- --------- ---------- ---------- -------------
<S>       <C>           <C>        <C>       <C>        <C>       <C>        <C>        <C>
48            4,113.40  0.31       0.00      0.00       0.00      0.00       0.31           4,113.40
00                0.00  0.00       0.00      0.00       0.00      0.00       2.64           2,200.00

86            4,695.60  0.40       0.00      0.00       0.00      0.00       5.18          60,858.30
74            3,208.33  0.56       0.00      0.00       0.00      0.00       8.09          46,344.65

912           5,526.05  0.81       0.00      0.00       0.00      0.00       0.81           5,526.05
20            6,021.47  0.81       0.00      0.00       0.00      0.00       5.29          39,354.80
636               0.00  0.00       0.00      0.00       0.00      0.00       3.00           1,409.00
Storage unit only.
- --------- ------------- ---------- --------- ---------- --------- ---------- ---------- -------------
84           23,564.85  0.51       0.00      0.00       0.00      0.00       3.44         159,806.20
845
</TABLE>

<PAGE>

                               SABEY CORPORATION
                              Commercial Rent Roll
                     Report Date From: 3/01/98 To: 3/31/98

<TABLE>
<CAPTION>
              TERM                         PRORATED                BASE RENT    BASE RENT
 OOT  ---------------------  UNIT INFO     BASE RENT    RENT PER    INCREASE     INCREASE
 IED     FROM        TO      BASE RENT      ANNUAL      SQ FT/YR     (DATE)      (AMOUNT)
- ----- ---------- ---------- ----------- -------------- ---------- ----------- -------------
<S>   <C>        <C>        <C>         <C>            <C>        <C>         <C>
5       4/27/95    7/31/07     9450.83      113409.96      22.00    8/01/95       9,450.83
Moved from space G103                                               8/01/03      10,310.00
57      6/10/96    1/31/98     3771.17       45254.04      22.00    8/01/96       3,771.17
4                              3906.88           0.00       0.00                      0.00
71                                0.00           0.00       0.00                      0.00
4                                 0.00           0.00       0.00                      0.00
e 109 - combined on 4/25/95 for Mariposa temp space
49      8/10/94    3/31/05     5478.33       65739.96      42.44    4/01/95       5,478.33
52      6/19/91    2/28/02     1928.67       23144.04      22.00    3/01/96       1,928.67
                                                                    3/01/99       2,191.67
2      10/25/91   11/30/00     1916.67       23000.04      18.71   12/01/97       1,916.67
77     12/07/94   11/30/99     2157.33       25887.96      21.99   12/01/94       2,157.33
3       6/17/93    6/30/98     1000.00       12480.00      54.03    7/01/96       1,000.00
                                                                    1/01/93          40.00
11      7/24/91    1/31/02    24990.00      299880.00      28.00    2/01/95      24,990.00
Lease includes Structures B203, 4,332 Sq. Ft                        2/01/99      26,378.33
and Bath & Body, B201A, 1,661 Sq. Ft
56      7/24/91    1/31/02        0.00           0.00       0.00                      0.00
Part of Limited lease
288     7/24/91    1/31/02        0.00           0.00       0.00                      0.00
Part of Limited Lease
5       1/01/94                1191.67       14300.04      26.00    6/01/92       1,191.67
85     10/02/96   12/31/99     1875.00       22500.00     121.62    2/01/98       1,875.00
                                                                    1/01/99       2,083.33
27      4/03/91    1/31/02     5490.67       65888.04      29.00    7/01/94       5,490.67
                                                                    7/01/98       6,058.67
84                            11574.33           0.00       0.00                      0.00
6                                 0.00           0.00       0.00                      0.00

<CAPTION>
         OPERATING EXPENSE        REAL ESTATE TAX          CPI EXPENSE              GROSS RENTS
 OOT  ------------------------ ---------------------- ---------------------- -------------------------
 IED      MONTH      SQ FT/YR     MONTH     SQ FT/YR     MONTH     SQ FT/YR   SQ FT/YR       TOTAL
- ----- ------------- ---------- ----------- ---------- ----------- ---------- ---------- --------------
<S>   <C>           <C>        <C>         <C>        <C>         <C>        <C>        <C>
5         3,307.79      7.70       824.80      1.92       702.50      1.64       33.26      14,285.92
Moved from space
G103
57        1,431.33      8.35       329.12      1.92       345.70      2.02       34.29       5,877.32
4             0.00      0.00         0.00      0.00         0.00      0.00        0.00           0.00
71            0.00      0.00         0.00      0.00         0.00      0.00        0.00           0.00
4             0.00      0.00         0.00      0.00         0.00      0.00        0.00           0.00
e 109 - combion 4/25/ for Mariposa temp space
49        1,077.85      8.35       247.84      1.92       257.90      2.00       54.71       7,061.92
52          732.02      8.35       168.32      1.92       152.40      1.74       34.01       2,981.41

2           855.18      8.35       196.64      1.92       225.90      2.21       31.19       3,194.39
77          819.00      8.35       188.32      1.92       220.70      2.25       34.52       3,385.35
3           160.74      8.35        36.96      1.92        94.89      4.93       69.23       1,332.59

11       10,642.00     11.92     2,665.60      2.99      1853.00      2.08       44.98      40,150.60
Lease includes Structures B203, 4,332 Sq. Ft
and Bath & Body, B201A, 1,661 Sq. Ft
56            0.00      0.00         0.00      0.00         0.00      0.00        0.00           0.00
Part of Limit lease
288           0.00      0.00         0.00      0.00         0.00      0.00        0.00           0.00
Part of Limit Lease
5           382.71      8.35        88.00      1.92        98.88      2.16       38.43       1,761.26
85          128.73      8.35        29.60      1.92       125.31      8.13      140.02       2,158.64

27        1,580.93      8.35       363.52      1.92       367.20      1.94       41.21       7,802.32

84            0.00      0.00         0.00      0.00         0.00      0.00        0.00           0.00
6             0.00      0.00         0.00      0.00         0.00      0.00        0.00           0.00
</TABLE>

<PAGE>

                               SABEY CORPORATION
                              Commercial Rent Roll
                     Report Date From: 3/01/98 To: 3/31/98

<TABLE>
<CAPTION>
              TERM                           PRORATED                  BASE RENT     BASE RENT
 OOT  ---------------------   UNIT INFO     BASE RENT     RENT PER      INCREASE     INCREASE
 IED     FROM        TO       BASE RENT       ANNUAL      SQ FT/YR       (DATE)      (AMOUNT)
- ----- ---------- ---------- ------------- ------------- ------------ ------------- ------------
<S>   <C>        <C>        <C>           <C>           <C>          <C>           <C>
                                    0.00          0.00         0.00                       0.00
46                                  0.00          0.00         0.00                       0.00
0                                   0.00          0.00         0.00                       0.00
0                                   0.00          0.00         0.00                       0.00
00                                  0.00          0.00         0.00                       0.00
5       8/24/95   12/31/05      4,833.33     57,999.96        40.00     11/01/95      4,833.33
                                                                        11/01/98      5,437.50
                                                                        11/01/02      6,041.67
521     7/24/91    1/31/02     10,324.92    123,899.04        19.00      2/01/95     10,324.92
                                                                         2/01/99     11,411.75
4       6/30/92    1/31/03      4,466.67     53,600.04        25.00     10/01/95      4,466.67
                                                                        10/01/99      4,824.00
37      3/18/93   12/31/03      3,873.00     46,476.00        12.00      4/01/93      3,873.00
73      3/17/92    5/31/02      6,216.67     74,600.04        20.00      6/01/95      6,216.67
                                                                         6/01/99      7,460.00
160     5/17/95    3/31/00      1,666.67     20,000.04       125.00      6/01/95      1,666.67
40                                  0.00          0.00         0.00                       0.00
02     10/25/94    2/28/02      5,041.67     60,500.04        20.00                       0.00
469                                 0.00          0.00         0.00                       0.00
77                                  0.00          0.00         0.00                       0.00
992                                 0.00          0.00         0.00                       0.00
570    11/30/94   12/31/04      5,652.50     67,830.00        19.00     12/01/97      5,652.50
NC    1 from space #F115                                                12/01/01      5,950.00
66     10/14/91    2/29/04      7,552.00     90,624.00        16.00      3/01/98      7,552.00
                                                                         2/01/01      8,496.00
80                              3,416.67          0.00         0.00                       0.00

<CAPTION>
         OPERATING EXPENSE        REAL ESTATE TAX         CPI EXPENSE            GROSS RENTS
 OOT  ----------------------- ----------------------- -------------------- -----------------------
 IED      MONTH     SQ FT/YR      MONTH     SQ FT/YR    MONTH    SQ FT/YR   SQ FT/YR      TOTAL
- ----- ------------ ---------- ------------ ---------- --------- ---------- ---------- ------------
<S>   <C>          <C>        <C>          <C>        <C>       <C>        <C>        <C>
             0.00      0.00          0.00      0.00       0.00      0.00        0.00         0.00
46           0.00      0.00          0.00      0.00       0.00      0.00        0.00         0.00
0            0.00      0.00          0.00      0.00       0.00      0.00        0.00         0.00
0            0.00      0.00          0.00      0.00       0.00      0.00        0.00         0.00
00           0.00      0.00          0.00      0.00       0.00      0.00        0.00         0.00
5        1,008.96      8.35        232.00      1.92     121.13      1.00       51.27     6,195.42

521      4,051.65      7.46      1,043.36      1.92     839.10      1.54       29.92    16,259.03
4        1,491.87      8.35        343.04      1.92     354.40      1.98       37.25     6,655.98

37       2,491.63      7.72        619.68      1.92     527.30      1.63       23.27     7,511.61
73       2,595.46      8.35        596.80      1.92     513.00      1.65       31.92     9,921.93

160        106.00      7.95         23.60      1.77     165.40     12.41      147.13     1,961.67
40           0.00      0.00          0.00      0.00       0.00      0.00        0.00         0.00
02           0.00      0.00          0.00      0.00       0.00      0.00       20.00     5,041.67
469          0.00      0.00          0.00      0.00       0.00      0.00        0.00         0.00
77           0.00      0.00          0.00      0.00       0.00      0.00        0.00         0.00
992          0.00      0.00          0.00      0.00       0.00      0.00        0.00         0.00
570      2,484.13      8.35        571.20      1.92     497.00      1.67       30.94     9,204.83
NC
66       3,403.12      7.21        906.24      1.92     753.40      1.60       26.73    12,614.76

80           0.00      0.00          0.00      0.00       0.00      0.00        0.00         0.00
</TABLE>

<PAGE>

                               SABEY CORPORATION
                              Commercial Rent Roll
                     Report Date From: 3/01/98 To: 3/31/98




<TABLE>
<CAPTION>
              TERM                         PRORATED               BASE RENT    BASE RENT
 OOT  ---------------------  UNIT INFO    BASE RENT    RENT PER    INCREASE     INCREASE
 IED     FROM        TO      BASE RENT      ANNUAL     SQ FT/YR     (DATE)      (AMOUNT)
- ----- ---------- ---------- ----------- ------------- ---------- ----------- -------------
<S>   <C>        <C>        <C>         <C>           <C>        <C>         <C>
16     10/01/91   11/30/01     6880.00      82560.00      16.00   12/01/97       6,880.00
921                               0.00          0.00       0.00                      0.00
31                                0.00          0.00       0.00                      0.00
80                                0.00          0.00       0.00                      0.00
640                               0.00          0.00       0.00                      0.00
05      3/16/94    2/29/04     1934.17      23210.04      22.00    5/01/94       1,934.17
                                                                   5/01/99       2,197.92
019     7/24/92    1/31/05     6195.96      74351.52      18.50    8/01/96       6,195.96
                                                                   8/01/00       6,865.79
88      8/23/91    1/31/04    13321.50     159858.00      18.00   12/01/95      13,321.50
                                                                  12/01/99      16,281.83
045     3/27/95    4/30/01     3026.60      36319.20      17.76   10/01/95       3,026.60
04      7/25/88   10/31/00     7421.35      90039.24      22.24   11/01/92       7,421.35

Note: Premises actually contains 4,893 s.f., but pursuant to       1/01/93          81.92
assignment and Amendment dated 7/19/93, T's MAR and Add'l
Rent will be based on 4,048 s.f.
750     8/03/92   10/31/98     3500.00      42000.00      24.00   11/01/96       3,500.00
880     6/01/89   12/31/01     5245.17      64431.96      22.52    1/01/96       5,245.17
                                                                   1/01/99       5,722.00
                                                                   1/01/93         124.16
107                               0.00          0.00       0.00                      0.00
083     8/30/94    1/31/07    10062.50     120750.00      25.00   12/01/97      10,062.50
                                                                  12/01/01      11,270.00
349     9/08/97   11/30/07     4384.25      52611.00      39.00   12/01/97       4,384.25
                                                                  12/01/02       4,946.33
83      8/12/97   11/30/07     5734.83      69681.96      38.48   12/01/97       5,734.83
  moved from space #H108                                          12/01/02       7,093.08
                                                                   3/01/98          72.00
125                               0.00          0.00       0.00                      0.00

<CAPTION>
         OPERATING EXPENSE        REAL ESTATE TAX          CPI EXPENSE              GROSS RENTS
 OOT  ------------------------ ---------------------- ---------------------- -------------------------
 IED      MONTH      SQ FT/YR     MONTH     SQ FT/YR     MONTH     SQ FT/YR   SQ FT/YR       TOTAL
- ----- ------------- ---------- ----------- ---------- ----------- ---------- ---------- --------------
<S>   <C>           <C>        <C>         <C>        <C>         <C>        <C>        <C>
16        3,478.70      8.09       825.60      1.92       703.00      1.63       27.64      11,887.30
921           0.00      0.00         0.00      0.00         0.00      0.00        0.00           0.00
31            0.00      0.00         0.00      0.00         0.00      0.00        0.00           0.00
80            0.00      0.00         0.00      0.00         0.00      0.00        0.00           0.00
640           0.00      0.00         0.00      0.00         0.00      0.00        0.00           0.00
05          734.10      8.35       168.80      1.92       208.50      2.37       34.64       3,045.57
019       2,796.55      8.35       643.04      1.92       541.90      1.62       30.39      10,177.45
88        5,661.64      7.65     1,420.96      1.92      1075.10      1.45       29.02      21,479.20
045       1,423.21      8.35       327.20      1.92       344.50      2.02       30.05       5,121.51
04        2,816.73      8.35       647.68      1.92       544.80      1.62       34.13      11,512.48

Note: Premises actually contains 4,893 s.f., but pursuant to
assignment and Amendment dated 7/19/93, T's MAR and Add'l
Rent will be based on 4,048 s.f.

750       1,217.71      8.35       280.00      1.92       278.00      1.91       36.18       5,275.71
880       1,990.78      8.35       457.76      1.92       426.10      1.79       34.58       8,243.97
107           0.00      0.00         0.00      0.00         0.00      0.00        0.00           0.00
083       3,360.88      8.35       772.80      1.92       623.00      1.55       36.82      14,819.18
349         938.68      8.35       215.84      1.92       237.90      2.12       51.39       5,776.67
83        1,260.15      8.35       289.76      1.92       284.10      1.88       50.63       7,640.84
  mov
from
space
#H108
125           0.00      0.00         0.00      0.00         0.00      0.00        0.00           0.00
</TABLE>

<PAGE>

                               SABEY CORPORATION
                              Commercial Rent Roll
                     Report Date From: 3/01/98 To: 3/31/98

<TABLE>
<CAPTION>
              TERM                         PRORATED                BASE RENT    BASE RENT
 OOT  ---------------------  UNIT INFO     BASE RENT    RENT PER    INCREASE     INCREASE
 IED     FROM        TO      BASE RENT      ANNUAL      SQ FT/YR     (DATE)      (AMOUNT)
- ----- ---------- ---------- ----------- -------------- ---------- ----------- -------------
<S>   <C>        <C>        <C>         <C>            <C>        <C>         <C>
72    95-Changed sq ft from 1250 eff 1/1/94
96      2/28/96    2/28/06     9159.33      111411.96      22.30    3/01/97       9,159.33
  moved from space #H111                                            3/01/99       9,992.00
                                                                    3/01/03      11,657.33
                                                                    3/01/96         125.00
147     8/12/94   10/31/04     5117.50       61410.00      30.00    9/01/97       5,117.50
                                                                    9/01/01       5,458.67
65      6/13/94    1/31/06    11162.50      133950.00      30.00    2/01/95      11,162.50
                                                                    2/01/03      13,395.00
136     9/03/96   10/31/06     3825.00       45900.00      25.00   10/01/96       3,825.00
  11/22/95-changed sq ft from 1795 eff 1/1/94                      10/01/98       4,590.00
                                                                   10/01/01       5,355.00
192     9/22/94   12/31/04     5833.33       70359.96      50.51   12/01/94       5,833.33
                                                                   12/01/99       6,666.67
                                                                    1/01/97          30.00
178    10/07/91    1/31/02     3586.67       43448.04      40.38   12/01/94       3,586.67
                                                                   12/01/98       4,035.00
                                                                    7/01/96          34.00
198                            6013.50           0.00       0.00                      0.00
69      9/21/92   12/31/02     3959.67       47516.04      28.00   12/01/97       3,959.67
392     3/20/91   11/30/06     4794.00       57528.00      24.00   12/01/94       4,794.00
                                                                   12/01/01       4,993.75
340    11/15/92   10/31/01     2696.00       32352.00      24.00    9/01/97       2,696.00
313    11/20/91    2/28/02     2703.33       32439.96      40.00    2/01/97       2,703.33
233     9/26/94    3/31/05     2568.75       31914.00      25.88   12/01/96       2,568.75
                                                                   12/01/99       2,877.00
                                                                    4/01/95          90.75
588     9/26/94    3/31/05     3518.75       43314.00      25.64   12/01/96       3,518.75
                                                                   12/01/99       3,941.00
                                                                    4/01/95          90.75
300     7/27/93   12/31/03     5001.25       60015.00      15.00    8/01/97       5,001.25



<CAPTION>
         OPERATING EXPENSE        REAL ESTATE TAX          CPI EXPENSE              GROSS RENTS
 OOT  ------------------------ ---------------------- ---------------------- -------------------------
 IED      MONTH      SQ FT/YR     MONTH     SQ FT/YR     MONTH     SQ FT/YR   SQ FT/YR       TOTAL
- ----- ------------- ---------- ----------- ---------- ----------- ---------- ---------- --------------
<S>   <C>           <C>        <C>         <C>        <C>         <C>        <C>        <C>
72
96        3,476.38      8.35       799.36      1.92       639.60      1.54       34.11      14,199.67

  moved from space #H111

147       1,424.37      8.35       327.52      1.92       344.70      2.02       42.29       7,214.09
65        3,106.90      8.35       714.40      1.92       586.50      1.58       41.85      15,570.30
136       1,277.55      8.35       293.76      1.92       286.60      1.87       37.14       5,682.91

  11/22/95-changed sq ft from 1795 eff 1/1/94

192         969.30      8.35       222.88      1.92       242.30      2.09       62.87       7,297.81
178         748.72      8.35       172.16      1.92       134.45      1.50       52.15       4,676.00
198           0.00      0.00         0.00      0.00         0.00      0.00        0.00           0.00
69        1,118.61      7.91       271.52      1.92       272.70      1.93       39.76       5,622.50
392       1,667.91      8.35       383.52      1.92       379.70      1.90       36.17       7,225.13
340         937.98      8.35       215.68      1.92       237.80      2.12       36.39       4,087.46
313         564.32      8.35       129.76      1.92       134.10      1.98       52.25       3,531.51
233         857.96      8.35       197.28      1.92       226.30      2.20       38.36       3,941.04
588       1,175.26      8.35       270.24      1.92       271.90      1.93       37.85       5,326.90
300       2,784.03      8.35       640.16      1.92       540.10      1.62       26.89       8,965.54
</TABLE>

<PAGE>

                               SABEY CORPORATION
                              Commercial Rent Roll
                     Report Date From: 3/01/98 To: 3/31/98

<TABLE>
<CAPTION>
              TERM                         PRORATED               BASE RENT     BASE RENT
 OOT  ---------------------  UNIT INFO    BASE RENT    RENT PER    INCREASE     INCREASE
 IED     FROM        TO      BASE RENT      ANNUAL     SQ FT/YR     (DATE)      (AMOUNT)
- ----- ---------- ---------- ----------- ------------- ---------- ----------- --------------
<S>   <C>        <C>        <C>         <C>           <C>        <C>         <C>
                                                                   2/01/01       10,002.50
881                               0.00          0.00      0.00                        0.00
67                                0.00          0.00      0.00                        0.00
106    11/18/94   12/31/04      871.66      10459.92      9.84    12/01/94          871.66
  75% area leased up rent increases to $34 sqft                    1/01/00            0.00
029     7/22/93    8/31/99     3598.00      43176.00     42.00     9/01/96        3,598.00
111     4/29/93    6/30/03     2785.00      33420.00     30.00     7/01/96        2,785.00
                                                                   7/01/98        2,970.67
067    10/21/91    1/31/05     5111.67      61340.04     20.00     3/01/96        5,111.67
                                                                   3/01/00        6,134.00
47     11/11/92    2/28/08     4750.00      57000.00     23.00     3/01/93        4,750.00
741     4/24/92   12/31/07     5000.00      60000.00     21.89    12/01/92        5,000.00
86      5/15/92    8/30/04    12218.75     146625.00     25.00     9/01/96       12,218.75
                                                                   9/01/00       13,685.00
331     7/24/91    1/31/02    19996.50     242358.00     18.18     2/01/95       19,996.50
                                                                   2/01/99       21,107.42
                                                                   2/01/96          200.00
24      7/24/91    1/31/02    11472.83     137673.96     19.00     2/01/95       11,472.83
                                                                   2/01/99       12,680.50
699     8/23/91    1/31/02     4951.35      59415.00     85.00     8/01/96        4,951.25
42                             1882.24          0.00      0.00                        0.00
630     7/23/91   11/30/01     3675.00      45120.00     71.62    12/01/96        3,675.00
                                                                  12/01/96           85.00
                                                                  12/01/98           90.00
64      1/24/96    3/31/06     2916.66      34999.92     53.93     4/01/96        2,916.66
                                                                   4/01/01        3,333.33
569     8/02/95   10/31/05     2500.00      31260.00     54.94     1/01/98        2,500.00
                                                                  11/01/00        3,750.00
                                                                   9/01/97          105.00



<CAPTION>
         OPERATING EXPENSE        REAL ESTATE TAX          CPI EXPENSE             GROSS RENTS
 OOT  ----------------------- ----------------------- ---------------------- -----------------------
 IED      MONTH     SQ FT/YR      MONTH     SQ FT/YR     MONTH     SQ FT/YR   SQ FT/YR      TOTAL
- ----- ------------ ---------- ------------ ---------- ----------- ---------- ---------- ------------
<S>   <C>          <C>        <C>          <C>        <C>         <C>        <C>        <C>
881          0.00      0.00          0.00      0.00         0.00      0.00        0.00         0.00
67           0.00      0.00          0.00      0.00         0.00      0.00        0.00         0.00
106        739.67      8.35        170.08      1.92       209.30      2.36       22.47     1,990.71
75% area leased up rent increases to $34 sqft
029        715.32      8.35        164.48      1.92       115.85      1.35       53.62     4,593.65
111        775.16      8.35        178.24      1.92       214.40      2.31       42.58     3,952.80
067      2,134.12      8.35        490.72      1.92       446.70      1.75       32.02     8,183.21
47       1,724.28      8.35        396.48      1.92       387.80      1.88       35.15     7,258.56
741      1,907.28      8.35        438.56      1.92       414.10      1.81       33.97     7,759.94
86       3,778.04      7.73        938.40      1.92       781.50      1.60       36.25    17,716.69
331      8,478.15      7.63      2,132.96      1.92      1520.10      1.37       29.10    32,327.71
24       4,522.90      7.49      1,159.36      1.92       911.60      1.51       29.92    18,066.69
699        486.39      8.35        111.84      1.92        61.74      1.06       96.33     5,611.22
42           0.00      0.00          0.00      0.00         0.00      0.00        0.00         0.00
630      1,407.00     26.80        100.80      1.92       515.88      9.83      110.17     5,783.68
64       1,614.39     29.85        103.84      1.92       193.11      3.57       89.27     4,828.00
569      1,415.39     29.85         91.04      1.92       217.11      4.58       91.29     4,328.54
</TABLE>

<PAGE>

                               SABEY CORPORATION
                              Commercial Rent Roll
                     Report Date From: 3/01/98 To: 3/31/98

<TABLE>
<CAPTION>
               TERM                         PRORATED               BASE RENT    BASE RENT
  OOT  ---------------------  UNIT INFO    BASE RENT    RENT PER    INCREASE     INCREASE
  IED     FROM        TO      BASE RENT      ANNUAL     SQ FT/YR     (DATE)      (AMOUNT)
- ------ ---------- ---------- ----------- ------------- ---------- ----------- -------------
<S>    <C>        <C>        <C>         <C>           <C>        <C>         <C>
6        7/25/91   11/30/01     3956.25      47475.00      75.00   12/01/95       3,956.25
                                                                   12/01/98       4,220.00
503      2/01/91   11/30/01     3143.75      37725.00      75.00   12/01/94       3,143.75
                                                                   12/01/98       3,353.33
6        8/30/91   11/30/01     4287.50      52470.00      76.49   12/01/94       4,287.50
                                                                   12/01/98       4,573.33
                                                                   12/01/94          85.00
                                                                   12/01/98          90.00
5       11/05/96   11/30/03     2795.17      33542.04      62.00   12/01/96       2,795.17
                                                                   12/01/98       2,975.50
777     12/12/91    2/28/02     4056.25      49155.00      63.26    3/01/97       4,056.25
                                                                    3/01/99       4,326.67
                                                                    1/01/93          40.00
540      7/29/91   10/31/01     3375.00      40500.00      75.00   11/01/94       3,375.00
                                                                   11/01/98       3,600.00
5        3/16/94    2/28/10     3693.75      47301.00      80.04    3/01/94       3,693.75
                                                                    3/01/99       4,678.75
                                                                    3/01/04       5,910.00
                                                                    3/01/94         248.00
565     10/25/91   11/30/01     3531.25      42375.00      75.00   12/01/94       3,531.25
                                                                   12/01/98       3,766.67
100     11/28/94    1/31/02    22916.67     275000.04       9.17   12/01/94      22,916.67
T has exclusive right to use approx 5,017 sf of Common Area, excluding
sewer sump area in G003. T shall maintain the Common Area (incl
restrooms), but not escalator/elevator or replacement or repair of restrooms.
1495                            1685.83          0.00       0.00                      0.00
1082    10/02/96    1/31/05     4166.67      50000.04      46.21   11/01/96       4,166.67
                                                                   11/01/98       4,583.33
                                                                   11/01/00       5,000.00
                                                                   11/01/02       5,416.67
1331     5/24/95    1/31/06     2666.67      32000.04      24.04    8/01/95       2,666.67
                                                                    2/01/99       2,916.67
                                                                    2/01/03       3,166.67



<CAPTION>
          OPERATING EXPENSE        REAL ESTATE TAX          CPI EXPENSE             GROSS RENTS
  OOT  ------------------------ ---------------------- ---------------------- ------------------------
  IED      MONTH      SQ FT/YR     MONTH     SQ FT/YR     MONTH     SQ FT/YR   SQ FT/YR      TOTAL
- ------ ------------- ---------- ----------- ---------- ----------- ---------- ---------- -------------
<S>    <C>           <C>        <C>         <C>        <C>         <C>        <C>        <C>
6          1,413.71      26.80      101.28      1.92       114.91      2.18      105.90      5,586.15
503        1,251.21      29.85       80.48      1.92       350.29      8.36      115.13      4,825.73
6          1,413.73      24.73      109.76      1.92       523.58      9.16      112.30      6,419.57
5          1,345.74      29.85       86.56      1.92       191.76      4.25       98.02      4,419.23
777        1,932.79      29.85      124.32      1.92       412.71      6.37      101.41      6,566.07
540        1,343.25      29.85       86.40      1.92       315.92      7.02      113.79      5,120.57
5          1,470.12      29.85       94.56      1.92       467.39      9.49      121.30      5,973.82
565        1,405.44      29.85       90.40      1.92       319.06      6.78      113.55      5,346.15
100        1,875.00       0.75    1,565.00      0.63      3437.00      1.37       11.92     29,793.67
T has exclusive right to use approx 5,017 sf of Common Area, excluding
sewer sump area in G003. T shall maintain the Common Area (incl
restrooms), but not escalator/elevator or replacement or repair of restrooms.
1495           0.00       0.00        0.00      0.00         0.00      0.00        0.00          0.00
1082         753.59       8.36      173.28      1.92       211.30      2.34       58.83      5,304.84
1331         926.15       8.35      212.96      1.92       236.10      2.13       36.44      4,041.88
</TABLE>

<PAGE>

                               SABEY CORPORATION
                              Commercial Rent Roll
                     Report Date From: 3/01/98 To: 3/31/98

<TABLE>
<CAPTION>
              TERM                         PRORATED               BASE RENT    BASE RENT
 OOT  ---------------------  UNIT INFO    BASE RENT    RENT PER    INCREASE     INCREASE
 IED     FROM        TO      BASE RENT      ANNUAL     SQ FT/YR     (DATE)      (AMOUNT)
- ----- ---------- ---------- ----------- ------------- ---------- ----------- -------------
<S>   <C>        <C>        <C>         <C>           <C>        <C>         <C>
48      4/09/97    1/31/07     3483.00      41796.00      27.00    1/01/97       3,483.00
                                                                  12/01/01       3,870.00
29      1/13/95    1/31/98     3258.00       1530.00       0.94   11/01/96          31.50
                                                                   3/01/98          96.00
93      1/24/96    2/28/06     2500.00      30000.00      33.59    3/01/96       2,500.00
                                                                   3/01/01       2,916.66
20      7/09/91    6/30/02     1750.00      21990.00      52.36    7/01/95       1,750.00
                                                                   7/01/98       2,100.00
                                                                   6/01/96          82.50
76     11/05/91    2/28/02     3669.33      44031.96      32.00    3/01/98       3,669.33
80      4/01/92    6/23/02      575.00       6900.00       0.00    7/01/97         575.00
76     10/01/96    9/30/01     1344.00      16128.00      28.00   10/01/96       1,344.00
                                                                  10/01/99       1,440.00
44     12/13/93    2/29/04     3317.33      39807.96      32.00    3/01/97       3,317.33
                                                                   3/01/99       3,524.67
                                                                   3/01/02       3,732.00
158                            3116.00          0.00       0.00                      0.00
196     1/11/96    1/31/03     1666.66      20191.92      50.99    2/01/96       1,666.66
                                                                   2/01/99       2,083.33
                                                                  11/01/96          16.00
124     4/28/95    1/31/06     2716.33      32595.96      29.00    7/01/95       2,716.33
                                                                   8/01/99       2,903.67
                                                                   8/01/02       3,091.00
22                                0.00          0.00       0.00                      0.00
146     5/30/95    7/31/05     3166.67      38000.04      44.92    7/01/95       3,166.67
                                                                   8/01/99       3,500.00
                                                                   8/01/02       3,833.33
584    11/07/91   12/31/01     1795.50      21546.00      31.50    1/01/95       1,795.50
                                                                   1/01/99       1,938.00
047     9/05/96    1/31/02     2093.75      25125.00      24.00   11/01/97       2,093.75
                                                                  11/01/98       2,619.17
<CAPTION>
         OPERATING EXPENSE        REAL ESTATE TAX          CPI EXPENSE             GROSS RENTS
 OOT  ------------------------ ---------------------- ---------------------- ------------------------
 IED      MONTH      SQ FT/YR     MONTH     SQ FT/YR     MONTH     SQ FT/YR   SQ FT/YR      TOTAL
- ----- ------------- ---------- ----------- ---------- ----------- ---------- ---------- -------------
<S>   <C>           <C>        <C>         <C>        <C>         <C>        <C>        <C>
48        1,077.15      8.35       247.68      1.92       257.80      2.00       39.27      5,065.63
29        1,133.51      8.35       260.64      1.92       265.90      1.96       13.17      1,787.55
93          621.38      8.35       142.88      1.92       142.30      1.91       45.78      3,406.56
20          292.25      8.35        67.20      1.92        97.25      2.78       65.41      2,289.20
76          957.47      8.35       220.16      1.92       240.60      2.10       44.37      5,087.56
80            0.00      0.00         0.00      0.00         0.00      0.00        0.00        575.00
76          400.80      8.35        92.16      1.92       110.60      2.30       40.57      1,947.56
44          865.62      8.35       199.04      1.92       227.40      2.19       44.46      4,609.39
158           0.00      0.00         0.00      0.00         0.00      0.00        0.00          0.00
196         275.55      8.35        63.36      1.92        92.60      2.81       64.07      2,114.17
124         782.12      8.35       179.84      1.92       215.40      2.30       41.57      3,893.69
22            0.00      0.00         0.00      0.00         0.00      0.00        0.00          0.00
146         588.69      8.35       135.36      1.92       137.60      1.95       57.14      4,028.32
584         475.95      8.35       109.44      1.92       237.07      4.16       45.93      2,617.96
047         728.54      8.35       167.52      1.92       207.70      2.38       36.65      3,197.51
</TABLE>

<PAGE>

                               SABEY CORPORATION
                              Commercial Rent Roll
                     Report Date From: 3/01/98 To: 3/31/98

<TABLE>
<CAPTION>
                TERM                         PRORATED               BASE RENT    BASE RENT
  OOT   ---------------------  UNIT INFO    BASE RENT    RENT PER    INCREASE     INCREASE
  IED      FROM        TO      BASE RENT      ANNUAL     SQ FT/YR     (DATE)      (AMOUNT)
- ------- ---------- ---------- ----------- ------------- ---------- ----------- -------------
<S>     <C>        <C>        <C>         <C>           <C>        <C>         <C>
   03    11/30/94    3/31/05     2916.67      35000.04      58.04    4/01/97       2,916.67
                                                                     4/01/03       3,166.67
   40                               0.00          0.00       0.00                      0.00
   08     5/09/96    1/31/07     9829.33     117951.96      19.00    8/01/96       9,829.33
                                                                     8/01/99      10,864.00
                                                                     8/01/03      11,898.67
   18                               0.00          0.00       0.00                      0.00
   00    11/16/94    9/30/07     2800.00      34500.00      49.29   12/01/94       2,800.00
                                                                    12/01/99       3,033.33
                                                                     1/01/93          75.00
   02     8/22/95   10/31/00     2500.00      30000.00      42.80   11/01/97       2,500.00
   58     8/19/91   10/31/99     2274.00      28617.60      37.75   11/01/96       2,274.00
                                                                     8/01/97          40.00
                                                                     1/01/98          70.80
                                                                    12/01/98           0.00
    6     9/04/91    3/31/07     2726.50      32718.00      38.00    4/01/95       2,726.50
                                                                     4/01/99       2,870.00
                                                                     4/01/02       3,013.50
   26     9/04/91    3/31/07     8333.33      99999.96      19.14    4/01/97       8,333.33
                                                                     4/01/02       9,166.67
   02                               0.00          0.00       0.00                      0.00
   22     9/15/90    4/30/01      790.58       9486.96      13.14    5/01/91         790.58
   72     9/10/93    6/30/03     1802.50      22530.00      31.25    7/01/96       1,802.50
                                                                     7/01/00       1,922.67
                                                                    10/01/97          75.00
  296                             995.83          0.00       0.00                      0.00
   84    10/01/93    1/31/04     2473.33      29679.96      35.00   12/01/93       2,473.33
                                                                    12/01/98       2,685.33
  527                            1567.50          0.00       0.00                      0.00
   16    10/26/90   12/31/01     3207.93      38493.96      33.18   10/01/96       3,207.83

<CAPTION>
          OPERATING EXPENSE       REAL ESTATE TAX         CPI EXPENSE             GROSS RENTS
  OOT   ---------------------- --------------------- ---------------------- -----------------------
  IED      MONTH     SQ FT/YR     MONTH    SQ FT/YR     MONTH     SQ FT/YR   SQ FT/YR      TOTAL
- ------- ----------- ---------- ---------- ---------- ----------- ---------- ---------- ------------
<S>     <C>         <C>        <C>        <C>        <C>         <C>        <C>        <C>
   03       419.59  8.35           96.48  1.92           113.30  2.25           70.57     3,546.0
 
   40         0.00  0.00            0.00  0.00             0.00  0.00            0.00         0.00
   08     4,319.73  8.35          993.28  1.92           264.60  0.51           29.78    15,406.94
 
 
   18         0.00  0.00            0.00  0.00             0.00  0.00            0.00         0.00
   00       487.08  8.35          112.00  1.92           162.00  2.78           62.33     3,636.08
 
 
   02       487.78  8.35          112.16  1.92           123.10  2.11           55.17     3,223.04
   58       527.44  8.35          121.28  1.92           221.80  3.51           51.54     3,255.32
 
 
 
    6       599.11  8.35          137.76  1.92           139.10  1.94           50.21     3,602.47
 
 
   26     3,636.43  8.35          836.16  1.92           709.60  1.63           31.03    13,515.52
 
   02         0.00  0.00            0.00  0.00             0.00  0.00            0.00         0.00
   22       502.39  8.35          115.52  1.92           154.37  2.57           25.98     1,562.86
   72       501.70  8.35          115.36  1.92           204.10  3.40           44.92     2,698.66
 
 
  296         0.00  0.00            0.00  0.00             0.00  0.00            0.00         0.00
   84       590.07  8.35          135.68  1.92           137.80  1.95           47.22     3,336.88
 
  527         0.00  0.00            0.00  0.00             0.00  0.00            0.00         0.00
   16       807.17  8.35          185.60  1.92           219.00  2.27           45.72     4,419.60

</TABLE>

<PAGE>

                               SABEY CORPORATION
                              Commercial Rent Roll
                     Report Date From: 3/01/98 To: 3/31/98

<TABLE>
<CAPTION>
                TERM                         PRORATED               BASE RENT    BASE RENT
  OOT   ---------------------  UNIT INFO    BASE RENT    RENT PER    INCREASE     INCREASE
  IED      FROM        TO      BASE RENT      ANNUAL     SQ FT/YR     (DATE)      (AMOUNT)
- ------- ---------- ---------- ----------- ------------- ---------- ----------- -------------
<S>     <C>        <C>        <C>         <C>           <C>        <C>         <C>
   00     1/31/92    5/31/02     3179.33      38151.96      38.00    6/01/96       3,179.33
  973                            2432.50          0.00       0.00                      0.00
   74     7/31/91   11/30/01     2593.50      31122.00      42.00   12/01/96       2,593.50
                                                                    12/01/98       2,778.75
  774     2/10/93    3/31/03     2064.00      24768.00      32.00    4/01/95       2,064.00
                                                                     4/01/98       2,322.00
   05     1/01/96   12/31/97     2380.50      28566.00      27.00    2/01/94       2,380.50
  720    12/07/92    2/28/03     2160.00      25920.00      36.00    3/01/98       2,160.00
                                                                     3/01/00       2,280.00
    6     5/30/97    7/31/02     1647.50      19770.00      30.00    8/01/97       1,647.50
                                                                     8/01/99       1,812.25
  644                               0.00          0.00       0.00                      0.00
  639                               0.00          0.00       0.00                      0.00
    0     1/11/93    2/28/03     3370.00      40440.00      20.00    2/01/98       3,370.00
                                                                     3/01/00       4,718.00
  491     8/30/94   11/30/04     2563.25      30759.00      20.63   12/01/97       2,563.25
                                                                    12/01/00       2,811.75
    1    11/23/90    4/30/96     4000.00      48000.00      22.42    5/01/96       4,000.00
  007     6/20/95    1/31/01     3345.00      40140.00      20.00    2/01/96       3,345.00
                                                                     2/01/99       3,679.50
    0                            4014.00          0.00       0.00                      0.00
  792     1/31/94    2/28/99     3666.67      44000.04      24.55    1/01/94       3,666.67
  100                            1666.67          0.00       0.00                      0.00
    1     2/27/96    2/28/01     2933.00      38436.00      32.46    3/01/98       2,933.00
                                                                     3/01/96         270.00
  257    10/25/90    2/28/99     2199.75      26397.00      21.00    1/01/96       2,199.75
   12     2/01/91    7/31/01     3777.08      45324.96      35.00    8/01/97       3,777.08

<CAPTION>
          OPERATING EXPENSE       REAL ESTATE TAX          CPI EXPENSE             GROSS RENTS
  OOT   ---------------------- ---------------------- ---------------------- ------------------------
  IED      MONTH     SQ FT/YR     MONTH     SQ FT/YR     MONTH     SQ FT/YR   SQ FT/YR      TOTAL
- ------- ----------- ---------- ----------- ---------- ----------- ---------- ---------- -------------
<S>     <C>         <C>        <C>         <C>        <C>         <C>        <C>        <C>
   00       698.62  8.35           160.64       1.92      203.40  2.43           50.70      4,241.99
  973         0.00  0.00             0.00       0.00        0.00  0.00            0.00          0.00
   74       515.61  8.35           118.56       1.92      127.10  2.06           54.33      3,354.77
 
  774       538.58  8.35           123.84       1.92      130.40  2.02           44.29      2,856.82
 
   05       736.18  8.35           169.28       1.92      228.80  2.60           39.86      3,514.76
  720       501.00  8.35           115.20       1.92      125.00  2.18           48.35      2,901.20
 
    6       458.55  8.35           105.44       1.92      118.90  2.17           42.44      2,330.39
 
  644         0.00  0.00             0.00       0.00        0.00  0.00            0.00          0.00
  639         0.00  0.00             0.00       0.00        0.00  0.00            0.00          0.00
    0     1,282.29  7.61           323.52       1.92      342.20  2.03           31.56      5,318.01
 
  491     1,037.49  8.35           238.56       1.92      252.10  2.03           32.93      4,091.40
 
    1         0.00  0.00             0.00       0.00        0.00  0.00           22.42      4,000.00
  007     1,396.54  8.35           321.12       1.92      340.70  2.04           32.31      5,403.36
 
    0         0.00  0.00             0.00       0.00        0.00  0.00            0.00          0.00
  792     1,246.93  8.35           286.72       1.92      282.20  1.89           36.71      5,482.52
  100         0.00  0.00             0.00       0.00        0.00  0.00            0.00          0.00
    1       874.66  8.86           201.12       2.04      228.70  2.32           45.68      4,507.48
 
  257       874.66  8.35           201.12       1.92      228.70  2.18           33.45      3,504.23
   12       901.10  8.35           207.20       1.92      281.50  2.61           47.88      5,166.88
</TABLE>

<PAGE>

                               SABEY CORPORATION
                              Commercial Rent Roll
                     Report Date From: 3/01/98 To: 3/31/98

<TABLE>
<CAPTION>
              TERM                        PRORATED              BASE RENT    BASE RENT
 OOT  ---------------------  UNIT INFO   BASE RENT   RENT PER    INCREASE    INCREASE
 IED     FROM        TO      BASE RENT     ANNUAL    SQ FT/YR     (DATE)     (AMOUNT)
- ----- ---------- ---------- ----------- ----------- ---------- ----------- ------------
<S>   <C>        <C>        <C>         <C>         <C>        <C>         <C>
 70                               0.00        0.00      0.00                      0.00
 49     3/28/95    5/31/00     4123.17    49478.04     22.00     1/01/98      4,123.17
 38                               0.00        0.00      0.00                      0.00
 07                               0.00        0.00      0.00                      0.00
 83     4/03/91    1/31/03     3561.75    42741.00     27.00     4/01/95      3,561.75
                                                                 4/01/99      3,957.50
 26     4/16/92    1/31/03     3327.33    43980.00     30.84     7/01/95      3,327.33
                                                                 7/01/99      3,565.00
                                                                 2/01/98        337.67
 06     1/15/92    1/31/05     2396.33    29235.96     26.43     1/01/96      2,396.33
                                                                 1/01/00      2,672.83
                                                                 1/01/03      2,857.17
                                                                 1/01/93         40.00
 68    12/31/91    2/28/02     2848.00    34176.00     32.00     3/01/95      2,848.00
                                                                 3/01/99      3,026.00
 93     7/11/91   11/30/99     2914.67    34976.04     32.00    12/01/96      2,914.67
  0                               0.00        0.00      0.00                      0.00
  0                               0.00        0.00      0.00                      0.00
 88                            5844.67        0.00      0.00                      0.00
 40    10/07/97   11/30/07     3906.88    46882.56     17.76     1/01/98      3,906.88
 ov   from space #B107                                          12/01/00      4,375.00
                                                                12/01/04      4,725.00
 19     8/27/91   10/31/01     6577.67    78932.04     28.00    11/01/96      6,577.67
                                                                11/01/99      7,047.50
 13                               0.00        0.00      0.00                      0.00
 39    10/06/95   12/31/00     1666.67    20000.04     21.30     1/01/96      1,666.67
 39     9/06/91    1/31/04     6278.00    75336.00     24.00    12/01/95      6,278.00
 08                            1738.67        0.00      0.00                      0.00

<CAPTION>
         OPERATING EXPENSE      REAL ESTATE TAX        CPI EXPENSE            GROSS RENTS
 OOT  ----------------------- -------------------- -------------------- -----------------------
 IED      MONTH     SQ FT/YR    MONTH    SQ FT/YR    MONTH    SQ FT/YR   SQ FT/YR      TOTAL
- ----- ------------ ---------- --------- ---------- --------- ---------- ---------- ------------
<S>   <C>          <C>        <C>       <C>        <C>       <C>        <C>        <C>
 70          0.00  0.00           0.00  0.00           0.00  0.00           0.00          0.00
 49      1,564.93  8.35         359.84  1.92         364.90  1.95          34.22      6,412.84
 38          0.00  0.00           0.00  0.00           0.00  0.00           0.00          0.00
 07          0.00  0.00           0.00  0.00           0.00  0.00           0.00          0.00
 83      1,101.50  8.35         253.28  1.92         261.30  1.98          39.25      5,177.83
 
 26        992.26  8.35         228.26  1.92         385.60  3.24          44.36      5,271.02
 
 
 06        744.70  8.08         176.96  1.92         213.60  2.32          38.75      3,571.59
 
 
 
 68        743.15  8.35         170.88  1.92         209.80  2.36          44.63      3,971.83
 
 93        760.55  8.35         174.88  1.92         212.30  2.33          44.60      4,062.40
  0          0.00  0.00           0.00  0.00           0.00  0.00           0.00          0.00
  0          0.00  0.00           0.00  0.00           0.00  0.00           0.00          0.00
 88          0.00  0.00           0.00  0.00           0.00  0.00           0.00          0.00
 40      1,531.25  6.96         420.00  1.91         402.50  1.83          28.46      6,260.63
 ov
 
 19      1,961.55  8.35         451.04  1.92         421.90  1.80          40.07      9,412.16
 
 13          0.00  0.00           0.00  0.00           0.00  0.00           0.00          0.00
 39        653.39  8.35         150.24  1.92         146.90  1.88          33.45      2,617.20
 39      2,116.21  8.09         502.24  1.92         453.90  1.74          35.75      9,350.35
 08          0.00  0.00           0.00  0.00           0.00  0.00           0.00          0.00
</TABLE>

<PAGE>

                               SABEY CORPORATION
                              Commercial Rent Roll
                     Report Date From: 3/01/98 To: 3/31/98

<TABLE>
<CAPTION>
                TERM                         PRORATED               BASE RENT    BASE RENT
  OOT   ---------------------  UNIT INFO    BASE RENT    RENT PER    INCREASE     INCREASE
  IED       FROM       TO      BASE RENT      ANNUAL     SQ FT/YR     (DATE)      (AMOUNT)
- ------- ---------- ---------- ----------- ------------- ---------- ----------- -------------
<S>     <C>        <C>        <C>         <C>           <C>        <C>         <C>
   39     1/29/92    4/30/02     4791.00      57492.00      26.88    5/01/95       4,791.00
                                                                     5/01/99       5,370.67
   22     6/18/92    8/31/98     1873.67      22484.04      22.00    9/01/97       1,873.67
   47     2/22/92    4/30/02     6168.50      74022.00      26.00    5/01/95       6,168.50
                                                                     5/01/99       7,117.50
   26     3/20/91    1/31/07     3804.17      45650.04      25.00    2/01/92       3,804.17
                                                                     2/01/02       3,956.33
   39     8/31/92   10/31/00     3591.00      45132.00      29.33   11/01/97       3,591.00
                                                                     4/01/97         170.00
   97    10/11/91   12/31/01     2810.17      33722.04      26.00    1/01/95       2,810.17
                                                                     1/01/99       3,026.33
   22     6/20/91   12/31/02     3044.00      36528.00      24.00    1/01/97       3,044.00
                                                                     1/01/99       3,297.67
   79    11/19/92    3/31/08     3375.00      40500.00      27.38    4/01/93       3,375.00
   14     6/16/92    8/31/02     4046.67      48560.04      40.00    9/01/95       4,046.67
                                                                     9/01/98       4,249.00
   63     6/01/95   11/30/98      733.33       8799.96      24.24    1/01/95         733.33
   03     2/15/91    1/31/02     5636.25      67635.00      45.00   11/01/97       5,636.25
   38     8/23/91    1/31/02     4988.67      59864.04      28.00   11/01/97       4,988.67
   06     7/22/91   11/30/01     3397.83      40773.96      29.00   12/01/97       3,397.83
   18     8/28/91    3/31/00     4036.00      48432.00      24.00    4/01/96       4,036.00
   01     8/04/92   11/30/02     1920.50      23646.00      47.20   12/01/95       1,920.50
                                                                    12/01/99       2,087.50
                                                                     1/01/93          50.00
   88                               0.00          0.00       0.00                      0.00
   24     3/30/91    8/31/06     2609.33      31311.96      38.00    9/01/94       2,609.33
                                                                     9/01/98       2,717.33
                                                                     9/01/01       2,884.00

<CAPTION>
           OPERATING EXPENSE        REAL ESTATE TAX          CPI EXPENSE             GROSS RENTS
  OOT   ------------------------ ---------------------- ---------------------- ------------------------
  IED       MONTH      SQ FT/YR     MONTH     SQ FT/YR     MONTH     SQ FT/YR   SQ FT/YR      TOTAL
- ------- ------------- ---------- ----------- ---------- ----------- ---------- ---------- -------------
<S>     <C>           <C>        <C>         <C>        <C>         <C>        <C>        <C>
   39       1,488.39  8.35           342.24  1.92           353.90      1.99       39.13      6,975.53
 
   22         711.13  8.35           163.52  1.92           205.20      2.41       34.68      2,953.52
   47       1,981.04  8.35           455.52  1.92           424.70      1.79       38.06      9,029.76
 
   26       1,270.59  8.35           292.16  1.92           285.60      1.88       37.15      5,652.52
 
   39       1,070.89  8.35           246.24  1.92           256.90      2.00       41.60      5,335.03
 
   97         902.50  8.35           207.52  1.92           136.21      1.26       37.53      4,056.40
 
   22       1,059.06  8.35           243.52  1.92           255.20      2.01       36.28      4,601.78
 
   79       1,029.14  8.35           236.64  1.92           250.90      2.04       39.69      4,891.68
   14         844.74  8.35           194.24  1.92           224.40      2.22       52.49      5,310.05
 
   63         252.59  8.35            58.08  1.92            89.30      2.95       37.46      1,133.30
   03       1,045.84  8.35           240.48  1.92           253.30      2.02       57.29      7,175.87
   38       1,487.69  8.35           342.08  1.92           353.80      1.99       40.26      7,172.24
   06         978.34  8.35           224.96  1.92           135.57      1.16       40.43      4,736.70
   18       1,404.19  8.35           322.88  1.92           341.80      2.03       36.30      6,104.87
   01         348.61  8.35            80.16  1.92           173.10      4.15       61.61      2,572.37
 
 
   88           0.00  0.00             0.00  0.00             0.00      0.00        0.00          0.00
   24         573.37  8.35           131.84  1.92           135.40      1.97       50.24      3,449.94
 
</TABLE>

<PAGE>

                               SABEY CORPORATION
                              Commercial Rent Roll
                     Report Date From: 3/01/98 To: 3/31/98

<TABLE>
<CAPTION>
                 TERM                           PRORATED                BASE RENT    BASE RENT
   OOT   ---------------------   UNIT INFO      BASE RENT    RENT PER    INCREASE     INCREASE
   IED       FROM       TO       BASE RENT       ANNUAL      SQ FT/YR     (DATE)      (AMOUNT)
- -------- ---------- ---------- ------------- -------------- ---------- ----------- -------------
<S>      <C>        <C>        <C>           <C>            <C>        <C>         <C>
     9     2/21/92    5/31/02          0.00           0.00      0.00     6/01/99       3,081.92
    97    11/05/96   11/30/99       2702.08       32424.96     25.00    12/01/97       2,702.08
                                                                        12/01/98       3,026.33
     2     6/19/91    9/30/01       2747.25       32967.00     27.00    10/01/97       2,747.25
    51     3/20/91    9/30/06       5597.32       67167.84     23.56    12/01/91       5,597.32
                                                                        10/01/01       5,809.90
    66    11/07/91   12/31/01       3262.50       39150.00     25.00     1/01/96       3,262.50
    00     3/29/91    5/31/01       4339.83       53115.96     26.47     6/01/95       4,339.83
                                                                         6/01/98       4,673.67
                                                                         2/01/98          86.50
    57    12/19/97    1/31/99       2087.50       25050.00     15.00    12/01/97       2,087.50
    52     2/14/92    4/30/02       5412.00       64944.00     22.00     5/01/95       5,412.00
                                                                         5/01/99       5,904.00
    44     9/14/93    1/31/04       2890.00       34680.00     24.00    11/01/95       2,890.00
                                                                        11/01/98       3,130.83
                                                                        11/01/00       3,371.67
- ------                                                                  --------       --------
    63                            663135.98     7354982.88     23.49
    11
   518
- ------
    46                            799319.33     8989879.08     10.33
   964
   518
 
 
 
 

 
 
<CAPTION>
             OPERATING EXPENSE         REAL ESTATE TAX           CPI EXPENSE               GROSS RENTS
   OOT   ------------------------- ------------------------ ---------------------- ---------------------------
   IED        MONTH      SQ FT/YR      MONTH      SQ FT/YR     MONTH     SQ FT/YR   SQ FT/YR        TOTAL
- -------- -------------- ---------- ------------- ---------- ----------- ---------- ---------- ----------------
<S>      <C>            <C>        <C>           <C>        <C>         <C>        <C>        <C>
     9          830.13  8.35             190.88  1.92           222.30  2.24       12.51             1,243.31
    97          902.50  8.35             207.52  1.92           232.70  2.15       37.42             4,044.80
 
     2          849.61  8.35             195.36  1.92           189.93  1.87       39.14             3,982.15
    51        1,983.82  8.35             456.16  1.92           425.10  1.79       35.62             8,462.40
 
    66        1,089.68  8.35             250.56  1.92           259.60  1.99       37.26             4,862.34
    00        1,396.54  8.35             321.12  1.92           340.70  2.04       38.77             6,484.69
 
 
    57        1,162.07  8.35             267.20  1.92           270.00  1.94       27.21             3,786.77
    52        2,054.10  8.35             472.32  1.92           435.20  1.77       34.04             8,373.62
 
    44        1,005.48  8.35             231.20  1.92           247.50  2.06       36.33             4,374.18
 
 
- ------
    63      201,399.60  5.68          46,044.92  1.30         47489.67  1.34       25.60           907,849.43
    11
   518
- ------
    46      224,964.45  2.75          46,044.92  0.56         47489.67  0.58       13.04         1,067,655.63
   964
   518
</TABLE>

<PAGE>

                               SABEY CORPORATION


                        MONTHLY MANAGEMENT SALES REPORT
                               AS OF DECEMBER '96
                       (ALL SALES ARE ROUNDED TO 1000'S)
 
Select By: Unit Ref 110-B101 110-Q203     E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                   E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                 E3 - Sales Category %'s              
Comp Only: No                             E4 - Property Sales %'s              
                                          E5 - Estimated Annual Sales Growth % 
                                          

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
    UNIT             OCCUPANT            OPEN               CLOSE            CURRENT MONTH SALES       %
     NO.               NAME              DATE      GLA      DATE      CAT%      1996    1995        CHANGE
- ------------------------------------------------------------------------------------------------------------
<S>          <C>                      <C>        <C>     <C>        <C>      <C>        <C>       <C>
Food Court / Fast Food                              08
- ------------------------------------------------------------------------------------------------------------
             Food Court / Fast Food

C211 110)    A&W                       11/09/91    633                  8.9      61.8       73.1      -15.5
C223 110)    Arby's                     3/18/94    591                  8.3     104.5      107.5       -2.9
C225 110)    Bruchi's Cheese           11/22/91    565                  7.9      59.5       58.3        2.1
C221 110)    Edo Japan                 11/10/91    540                  7.6      69.1       65.6        5.3
C213 110)    Flaming Wok               12/18/91    503                  7.1      48.8       57.0      -14.3
C203 110)    Frankfurter                2/10/92    429                  6.0      17.6       19.6      -10.2
C205 110)    Ivar's #56                12/09/91    630                  8.9      67.6       72.1       -6.3
C215 110)    Sbarro #463               11/07/91    686                  9.6      60.7       65.7       -7.6
C219 110)    Taco Time                  2/16/92    777                 10.9     102.6      110.5       -7.1
Comp Sub-Totals:                                  5354                          592.2      629.4       -5.9
- ------------------------------------------------------------------------------------------------------------
C217 110)    Juicers                   12/14/96    541                  7.6      17.5         NA         NA
C217 110)    New York Fries Closed      7/24/92     NA    10/04/95                 NA         NA         NA
C207A 110)   Petros' Chili & Closed     9/01/85     NA     1/20/96                 NA       17.7         NA

<PAGE>

C207 110)    Salad Garden               3/31/96    649                  9.1      20.9         NA         NA
C209 110)    Schlotzsky's Deli         10/18/95    569                  8.0      37.3       44.0      -15.3
C209A 110)   Sub Shop NW               12/03/93     NA     2/27/95       NA        NA         NA         NA
Non Comp Sub-Totals                               1759                           75.7       61.7       22.7
- ------------------------------------------------------------------------------------------------------------
Sub Category Totals                               7113                          667.9      691.1       -3.4
============================================================================================================
Category Totals:                                  7113                          667.9      691.1       -3.4
============================================================================================================

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
                 YEAR-TO-DATE                                FULL YEAR
    UNIT             SALES              %       1996           SALES              %      1996   1995    1996   BKP
     NO.        1996       1995      CHANGE     %CAT      1996       1995      CHANGE    $/SF   $/SF   BKP/SF   %
- ------------------------------------------------------------------------------------------------------------------
<S>          <C>        <C>        <C>        <C>      <C>        <C>        <C>        <C>    <C>    <C>     <C>
Food Court / Fast Food
- ------------------------------------------------------------------------------------------------------------------
C211 110)        453.1      511.4      -11.4      9.4      453.1      511.4      -11.4    716    808     0      8
C223 110)        715.0      684.6        4.4     14.8      715.0      684.6        4.4   1210   1158     0      0
C225 110)        393.9      426.7       -7.7      8.1      393.9      426.7       -7.7    697    755     0      8
C221 110)        537.1      488.7        9.9     11.1      537.1      488.7        9.9    995    905     0      8
C213 110)        400.8      379.3        5.7      8.3      400.8      379.3        5.7    797    754     0     10
C203 110)        121.4      121.5       -0.1      2.5      121.4      121.5       -0.1    283    283     0     10
C205 110)        441.0      504.0      -12.5      9.1      441.0      504.0      -12.5    700    800     0      8
C215 110)        486.1      479.3        1.4     10.0      486.1      479.3        1.4    709    699     0      8
C219 110)        788.7      778.7        1.3     16.3      788.7      778.7        1.3   1015   1002     0      8
Comp           4,337.1    4,374.1       -0.8             4,337.1    4,374.1       -0.8    810    817
Sub-Totals:
- ------------------------------------------------------------------------------------------------------------------
C217 110)         17.5         NA         NA      0.4       17.5         NA         NA     32     NA     0      8
C217 110)           NA       84.3         NA       NA         NA       84.3         NA     NA     21    NA      8
C207A 110)         7.5      134.7      -94.4      0.2        7.5      134.7      -94.4     NA    277    NA      6
C207 110)        154.5         NA         NA      3.2      154.5         NA         NA    238     NA     0      8
C209 110)        323.0       94.9      240.1      6.7      323.0       94.9      240.1    568    167     0      0
C209A 110)          NA       12.9         NA       NA         NA       12.9         NA     NA     12    NA      7
Non Comp         502.5      326.8       53.8               502.5      326.8       53.8    286     53
Sub-Totals
- ------------------------------------------------------------------------------------------------------------------
Sub Category
Totals         4,839.7    4,700.9       3.0              4,839.7    4,700.9       3.0     680    409
==================================================================================================================
Category 
Totals:        4,839.7    4,700.9       3.0              4,839.7    4,700.9       3.0     680    409
==================================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                               AS OF DECEMBER '96
                       (ALL SALES ARE ROUNDED TO 1000'S)


Select By: Unit Ref 110-B101 110-Q203     E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                   E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                 E3 - Sales Category %'s              
Comp Only: No                             E4 - Property Sales %'s              
                                          E5 - Estimated Annual Sales Growth % 
                                          
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
    UNIT             OCCUPANT            OPEN              CLOSE              CURRENT MONTH SALES       %
    NO.                NAME              DATE      GLA      DATE      CAT%      1996    1995         CHANGE
- -------------------------------------------------------------------------------------------------------------
<S>         <C>                       <C>        <C>     <C>       <C>       <C>        <C>        <C>
Women's Wear                                                            10
- -------------------------------------------------------------------------------------------------------------
            Women's Wear
241 110)    Lane Bryant #65            11/07/91    7246                14.3      148.9      183.7      -18.9
229 110)    Lerner New York            11/07/91   13331                26.3      278.2      323.5      -14.0
201 110)    Limited Express            11/11/91   10711                21.1      179.8      235.0      -23.5
201 110)    Mariposa #82                9/16/95    5155                10.2       82.1      104.6      -21.5
215 110)    Modern Woman                2/13/92    5664                11.2       81.9      100.9      -18.9
217 110)    Northern Reflec             4/28/93    2478                 4.9      191.5      178.6        7.2
203 110)    Rave #434                  10/11/91    2138                 4.2       95.6       86.8       10.2
211 110)    Smart Sizes #65             7/31/92    4019                 7.9       38.8       58.2      -33.2
Comp Sub-Totals:                                  50742                        1,096.9    1,271.4      -13.7
- -------------------------------------------------------------------------------------------------------------
111A 110)   Jay Jacobs #22 CLOSED       4/17/86      NA   2/29/96                   NA         NA         NA
125 110)    Jean Nicole #85  CLOSED     4/01/84      NA   1/31/96                   NA      102.4         NA
114 110)    Savannah #74 CLOSED        10/01/84      NA   4/25/95                   NA         NA         NA
123 110)    Size 5-7-9 #45 CLOSED       9/01/84      NA   1/07/96                   NA       47.3         NA
Non Comp Sub-Totals                                9933                            0.0      149.7     -100.0
- -------------------------------------------------------------------------------------------------------------
Sub Category Totals                               50742                        1,096.9    1,421.2      -22.8
=============================================================================================================
Category Totals:                                  60675                        1,096.9    1,421.2      -22.8
=============================================================================================================

<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
                  YEAR-TO-DATE                                   FULL YEAR
    UNIT              SALES               %       1996             SALES               %     1996   1995    1996   BKP
    NO.         1996         1995      CHANGE     %CAT       1996         1995      CHANGE   $/SF   $/SF   BKP/SF   %
- ----------------------------------------------------------------------------------------------------------------------
<S>         <C>          <C>          <C>      <C>       <C>          <C>          <C>      <C>    <C>    <C>     <C>
Women's Wear
- ----------------------------------------------------------------------------------------------------------------------
241 110)        1,269.8      1,317.5     -3.6      15.5      1,269.8      1,317.5     -3.6   175    182     340    5
229 110)        1,889.9      1,804.1      4.8      23.0      1,889.9      1,804.1      4.8   142    135     340    5
201 110)        1,453.3      1,554.0     -6.5      17.7      1,453.3      1,554.0     -6.5   136    145     560    5
201 110)          833.2        991.0    -15.9      10.1        833.2        991.0    -15.9   162    192       0    5
215 110)          791.6        980.2    -19.2       9.6        791.6        980.2    -19.2   140    173       0    4
217 110)          826.5        754.9      9.5      10.1        826.5        754.9      9.5   334    305       0    5
203 110)          711.7        619.1     15.0       8.7        711.7        619.1     15.0   333    290       0    5
211 110)          407.2        435.6     -6.5       5.0        407.2        435.6     -6.5   101    108       0    5
Comp            8,183.2      8,456.4     -3.2                8,183.2      8,456.4     -3.2   161    167
Sub-Totals:
- ----------------------------------------------------------------------------------------------------------------------
111A 110)            NA           NA       NA        NA           NA           NA       NA    NA     NA      NA   NA
125 110)           26.7        590.5    -95.5       0.3         26.7        590.5    -95.5     5    121      NA    6
114 110)             NA        153.0       NA        NA           NA        153.0       NA    NA     NA      NA    6
123 110)            5.1        261.2    -98.0       0.1          5.1        261.2    -98.0     4    201      NA    6
Non Comp           31.8      1,004.7    -96.8                   31.8      1,004.7    -96.8     3    162
Sub-Totals
- ----------------------------------------------------------------------------------------------------------------------
Sub Category   
Totals          8,215.0      9,461.1    -13.2                8,215.0      9,461.1    -13.2   135    166
======================================================================================================================
Category 
Totals:         8,215.0      9,461.1    -13.2                8,215.0      9,461.1    -13.2   135    166
======================================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                               AS OF DECEMBER '96
                       (ALL SALES ARE ROUNDED TO 1000'S)


Select By: Unit Ref 110-B101 110-Q203     E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                   E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                 E3 - Sales Category %'s              
Comp Only: No                             E4 - Property Sales %'s              
                                          E5 - Estimated Annual Sales Growth % 
                                          

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
   UNIT         OCCUPANT        OPEN            CLOSE            CURRENT MONTH SALES     %
    NO.           NAME          DATE      GLA    DATE     CAT%      1996   1995       CHANGE
- ---------------------------------------------------------------------------------------------
<S>        <C>               <C>        <C>    <C>     <C>       <C>       <C>       <C>
Women's Specialty                                          11
209 110)   Motherhood Mate     4/29/94  1055               12.2      29.1      28.4      2.5
211 110)   Swim-In            12/21/94  1063               12.3      13.7      18.7    -26.7
201 110)   Victoria's Secr    11/07/91  6521               75.5     447.0     461.8     -3.2
Comp Sub-Totals:                        8639                        489.8     508.8     -3.7
============================================================================================
Category Totals:                        8639                        489.8     508.8     -3.7
============================================================================================

<CAPTION>
- -------------------------------------------------------------------------------------------------------------
               YEAR-TO-DATE                               FULL YEAR
   UNIT            SALES             %       1996           SALES             %     1996   1995    1996   BKP
    NO.       1996       1995     CHANGE     %CAT      1996       1995     CHANGE   $/SF   $/SF   BKP/SF   %
- -------------------------------------------------------------------------------------------------------------
<S>        <C>        <C>        <C>      <C>       <C>        <C>        <C>      <C>    <C>    <C>     <C>
Women's Specialty
- -------------------------------------------------------------------------------------------------------------
209 110)       291.5      214.8    35.7   10.7          291.5      214.8    35.7    276    204       0    6
211 110)       299.4      309.8    -3.4   11.0          299.4      309.8    -3.4    282    291     357    7
201 110)     2,141.0    2,025.8     5.7   78.4        2,141.0    2,025.8     5.7    328    311     340    5
Comp       
Sub-Totals   2,731.9    2,550.4     7.1               2,731.9    2,550.4     7.1    316    295
=============================================================================================================
Category 
Totals:      2,731.9    2,550.4     7.1               2,731.9    2,550.4     7.1    316    295
=============================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                               AS OF DECEMBER '96
                       (ALL SALES ARE ROUNDED TO 1000'S)


Select By: Unit Ref 110-B101 110-Q203     E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                   E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                 E3 - Sales Category %'s              
Comp Only: No                             E4 - Property Sales %'s              
                                          E5 - Estimated Annual Sales Growth % 
                                          

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
   UNIT             OCCUPANT            OPEN              CLOSE              CURRENT MONTH SALES       %
    NO.               NAME              DATE      GLA      DATE      CAT%      1996    1995         CHANGE
- ------------------------------------------------------------------------------------------------------------
<S>        <C>                       <C>        <C>     <C>       <C>       <C>        <C>        <C>
Men's Wear                                                             12
- ------------------------------------------------------------------------------------------------------------
103 110)   Hamer's                   11/09/94     3025                34.2      130.2    119.4          9.0
205 110)   Mr. Rags                  12/11/91     1522                17.2      102.6    118.6        -13.5
203 110)   Structure #115            11/11/91     4288                48.5      131.2    144.8         -9.4
NonComp Sub-Totals:                               8835                          364.0    382.9         -4.9
- ------------------------------------------------------------------------------------------------------------
111 110)   J. Riggings #76  CLOSED   12/13/91       NA   1/16/96                   NA    138.1           NA
Sub Category Totals                               2288                            0.0    138.1       -100.0
- ------------------------------------------------------------------------------------------------------------
Sub Category Totals                               8835                          364.0    521.0        -30.1
============================================================================================================
Category Totals:                                 11123                          364.0    521.0        -30.1
============================================================================================================
                                                                                      
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
               YEAR-TO-DATE                               FULL YEAR
   UNIT            SALES             %       1996           SALES             %     1996   1995    1996   BKP
    NO.       1996       1995     CHANGE     %CAT      1996       1995     CHANGE   $/SF   $/SF   BKP/SF   %
- -------------------------------------------------------------------------------------------------------------
<S>        <C>        <C>        <C>      <C>       <C>        <C>        <C>      <C>    <C>    <C>     <C>
Men's Wear
- -------------------------------------------------------------------------------------------------------------
103 110)       813.1      733.2     10.9      35.9      813.1      733.2     10.9   269    242      0     6
205 110)       741.8      750.1     -1.1      32.7      741.8      750.1     -1.1   487    493      0     6
203 110)       687.3      693.6     -0.9      30.3      687.3      693.6     -0.9   160    162      0     0
NonComp      2,242.2    2,177.0      3.0              2,242.2    2,177.0      3.0   254    246
- -------------------------------------------------------------------------------------------------------------
Sub-Totals
- -------------------------------------------------------------------------------------------------------------
111 110)        23.7      470.4    -95.0       1.0       23.7      470.4    -95.0    10    206      NA    5
Sub             23.7      470.4    -95.0                 23.7      470.4    -95.0    10    206
Category
Totals
- -------------------------------------------------------------------------------------------------------------
Sub Category 
Totals       2,265.9    2,647.4    -14.4              2,265.9    2,647.4    -14.4   204    238
=============================================================================================================
Category 
Totals:      2,265.9    2,647.4    -14.4              2,265.9    2,647.4    -14.4   204    238
=============================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                               AS OF DECEMBER '96
                       (ALL SALES ARE ROUNDED TO 1000'S)


Select By: Unit Ref 110-B101 110-Q203     E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                   E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                 E3 - Sales Category %'s              
Comp Only: No                             E4 - Property Sales %'s              
                                          E5 - Estimated Annual Sales Growth % 
                                          
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
   UNIT         OCCUPANT        OPEN              CLOSE              CURRENT MONTH SALES        %
    NO.           NAME          DATE      GLA      DATE      CAT%       1996    1995         CHANGE
- -----------------------------------------------------------------------------------------------------
<S>        <C>               <C>        <C>     <C>       <C>       <C>         <C>        <C>
Unisex                                                         14
- -----------------------------------------------------------------------------------------------------
141 110)   County Seat #66     3/29/92    3798                11.0        59.3      133.1      -55.4
221 110)   Gap, The #7502      8/14/92    5865                17.0       532.8      578.6       -7.9
125 110)   Jay Jacobs #22      3/04/96    4996                14.4       112.0       97.6       14.7
217 110)   Maurices #342/J    11/21/91    8881                25.7       114.8       95.0       20.9
143 110)   Pacific Sunwear    11/11/92    1697                 4.9        63.4       67.5       -6.0
107 110)   Zumiez              3/26/92    2018                 5.8       180.4      177.1        1.9
                                                                       1,205.0    1,267.7       -4.9
Comp Sub-Totals:                         27255                         1,062.7    1,148.8       -7.5
=====================================================================================================
201 110)   Above the Belt        NA         NA                              NA         NA         NA
113 110)   Eddie Bauer         7/26/96    6208                17.9       594.7         NA         NA
101 110)   Harvey's CLOSED     8/01/87      NA   1/31/95                    NA         NA         NA
121 110)   Hot Topic #28       6/28/95    1124                 3.2       142.3      118.9       19.7
Non Comp Sub-Totals                       7332                           737.0      118.9      519.8
- -----------------------------------------------------------------------------------------------------
Sub Category Totals                      34587                         1,799.7    1,267.7      42.0
=====================================================================================================
Category Totals:                         34587                         1,799.7    1,267.7      42.0
=====================================================================================================

<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
               YEAR-TO-DATE                                FULL YEAR
   UNIT            SALES              %       1996           SALES              %      1996   1995    1996   BKP
    NO.       1996       1995      CHANGE     %CAT      1996       1995      CHANGE    $/SF   $/SF   BKP/SF   %
- ----------------------------------------------------------------------------------------------------------------
<S>        <C>        <C>        <C>        <C>      <C>        <C>        <C>        <C>    <C>    <C>     <C>
Unisex
- ----------------------------------------------------------------------------------------------------------------
141 110)       659.4      792.5      -16.8      6.9      659.4      792.5      -16.8   174    209      0     5
221 110)     3,497.5    3,138.7       11.4     36.4    3,497.5    3,138.7       11.4   596    535      0     5
125 110)       829.4      755.6        9.8      8.6      829.4      755.6        9.8   166    202      0     6
217 110)       728.0      718.5        1.3      7.6      728.0      718.5        1.3    82     81      0     5
143 110)       473.3      490.5       -3.5      4.9      473.3      490.5       -3.5   279    289      0     5
107 110)     1,184.0    1,073.8       10.3     12.3    1,184.0    1,073.8       10.3   587    532      0     7
             8,070.1    7,341.4       +9.9             8,090.1    1,341.4        9.7
Comp       
Sub-Totals   7,371.6    6,969.6        5.8             7,371.6    6,969.6        5.8   270    268
================================================================================================================
201 110)          NA         NA         NA       NA        0.0         NA        NA     NA     NA     NA    NA
113 110)     1,548.0         NA         NA     16.1    1,548.0         NA        NA    249     NA      0     5
101 110)          NA         NA         NA       NA         NA         NA        NA     NA     NA     NA     6
121 110)       698.5      371.8       87.9      7.3      698.5      371.8      87.9    621    331      0     6
Non Comp   
- ----------------------------------------------------------------------------------------------------------------
Sub-Totals   2,246.5      371.8      504.2             2,246.5      371.8     504.2    306    331
- ----------------------------------------------------------------------------------------------------------------
Sub Category 
Totals       9,618.2    7,341.4       31.0             9,618.2    7,341.4      31.0    278    271
================================================================================================================
Category 
Totals:      9,618.2    7,341.4       31.0             9,618.2    7,341.4      31.0    278    271
================================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                               AS OF DECEMBER '96
                       (ALL SALES ARE ROUNDED TO 1000'S)


Select By: Unit Ref 110-B101 110-Q203     E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                   E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                 E3 - Sales Category %'s              
Comp Only: No                             E4 - Property Sales %'s              
                                          E5 - Estimated Annual Sales Growth % 
                                          

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
    UNIT          OCCUPANT        OPEN             CLOSE             CURRENT MONTH SALES      %
     NO.            NAME          DATE      GLA     DATE     CAT%      1996    1995        CHANGE
- --------------------------------------------------------------------------------------------------
<S>          <C>               <C>        <C>     <C>     <C>       <C>        <C>        <C>
Children's Wear                              16
- --------------------------------------------------------------------------------------------------
6            Children's Wear
117 110)     GapKids #9250      11/18/94   4830           78.4          192.9      189.1  2.0
Comp Sub-Totals:                           4830                         192.9      189.1  2.0
- --------------------------------------------------------------------------------------------------
103 110)     Gymboree #241       7/03/95   1331           21.6           73.2       70.1  4.4
Non Comp Sub-Totals:                       1331                          73.2       70.1  4.4
- --------------------------------------------------------------------------------------------------
Sub Category Totals                        6161                         266.1      259.2  2.6
==================================================================================================
Category Totals:                           6161                         266.1      259.2  2.6
==================================================================================================

<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
                   YEAR-TO-DATE                                   FULL YEAR
    UNIT               SALES               %       1996             SALES               %     1996   1995    1996   BKP
     NO.         1996         1995      CHANGE     %CAT       1996         1995      CHANGE   $/SF   $/SF   BKP/SF   %
- -----------------------------------------------------------------------------------------------------------------------
<S>          <C>          <C>          <C>      <C>       <C>          <C>          <C>      <C>    <C>    <C>     <C>
Children's Wear
- -----------------------------------------------------------------------------------------------------------------------
6
117 110)         1,265.3      1,201.0      5.4  66.9          1,265.3      1,201.0      5.4   262    249       0    5
Comp        
Sub-Totals:      1,265.3      1,201.0      5.4                1,265.3      1,201.0      5.4          262     249
- -----------------------------------------------------------------------------------------------------------------------
103 110)           626.9        372.7     68.2  33.1            626.9        372.7     68.2   471    280       0    5
Non Comp           626.9        372.7     68.2                  626.9        372.7     68.2   471    280
Sub-Totals:
- -----------------------------------------------------------------------------------------------------------------------
Sub Category 
Totals           1,892.3      1,573.7     20.2                1,892.3      1,573.7     20.2   307    255
=======================================================================================================================
Category 
Totals:          1,892.3      1,573.7     20.2                1,892.3      1,573.7     20.2   307    255
=======================================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                               AS OF DECEMBER '96
                       (ALL SALES ARE ROUNDED TO 1000'S)


Select By: Unit Ref 110-B101 110-Q203     E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                   E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                 E3 - Sales Category %'s              
Comp Only: No                             E4 - Property Sales %'s              
                                          E5 - Estimated Annual Sales Growth % 
                                          
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
    UNIT          OCCUPANT          OPEN               CLOSE             CURRENT MONTH SALES     %
    NO.             NAME            DATE      GLA      DATE       CAT%      1996   1995       CHANGE
- -----------------------------------------------------------------------------------------------------
<S>         <C>                  <C>        <C>     <C>        <C>       <C>       <C>       <C>
Specialty Apparel                              18
- -----------------------------------------------------------------------------------------------------
            Specialty Apparel
05 110)     R.C. Boot Barn        11/23/91   2608              35.0          69.1      55.5     24.6
05 110)     Wilsons The Lea        4/02/92   2847              38.2         236.3     294.2    -19.7
Comp Sub-Totals:                             5455                           305.4     349.7    -12.7
- -----------------------------------------------------------------------------------------------------
07 110)     Pro-Image #240         7/01/95   2007              26.9         130.4     154.6    -15.6
03 110)     Specialtees CLOSED    12/06/91     NA    10/31/96               NA         42.2     NA
07 110)     Sportscenter No        3/01/91     NA     5/24/95               NA        NA        NA
            CLOSED
Non Comp Sub-Totals                          2634                           130.4     196.8    -33.7
- -----------------------------------------------------------------------------------------------------
Sub Category Totals                          7462                           435.8     546.5    -20.3
=====================================================================================================
Category Totals:                             8089                           435.8     546.5    -20.3
=====================================================================================================

<CAPTION>
- --------------------------------------------------------------------------------------------------------------
                YEAR-TO-DATE                               FULL YEAR
    UNIT            SALES             %       1996           SALES             %     1996   1995    1996   BKP
    NO.        1996       1995     CHANGE     %CAT      1996       1995     CHANGE   $/SF   $/SF   BKP/SF   %
- --------------------------------------------------------------------------------------------------------------
<S>         <C>        <C>        <C>      <C>       <C>        <C>        <C>      <C>    <C>    <C>     <C>
Specialty
Apparel
- --------------------------------------------------------------------------------------------------------------
05 110)         336.5      265.7    26.6       17.2      336.5      265.7    26.6    129    102      0     6
05 110)         932.1      996.7     -6.5      47.8      932.1      996.7     -6.5   327    350      0     5
Comp        
Sub-Totals:   1,268.7    1,262.4     0.5               1,268.7    1,262.4     0.5    233    231
- --------------------------------------------------------------------------------------------------------------
07 110)         537.1      390.2    37.6       27.5      537.1      390.2    37.6    268    194      0     6
03 110)         146.2      211.5    -30.9       7.5      146.2      211.5    -30.9   233    337      NA    6
07 110)         NA          70.5     NA       NA         NA          70.5     NA      NA     13      NA    6
Non Comp   
Sub-Totals      683.3      672.2     1.7                 683.3      672.2     1.7    259     86
- --------------------------------------------------------------------------------------------------------------
Sub      
Category
Totals        1,951.9    1,934.6     0.9               1,951.9    1,934.6     0.9    241    145
==============================================================================================================
Category 
Totals:       1,951.9    1,934.6     0.9               1,951.9    1,934.6     0.9    241    145
==============================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                               AS OF DECEMBER '96
                       (ALL SALES ARE ROUNDED TO 1000'S)


Select By: Unit Ref 110-B101 110-Q203     E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                   E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                 E3 - Sales Category %'s              
Comp Only: No                             E4 - Property Sales %'s              
                                          E5 - Estimated Annual Sales Growth % 
                                          

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
    UNIT          OCCUPANT        OPEN              CLOSE             CURRENT MONTH SALES      %
     NO.            NAME          DATE      GLA      DATE      CAT%      1996    1995       CHANGE
- ---------------------------------------------------------------------------------------------------
<S>          <C>               <C>        <C>     <C>       <C>       <C>        <C>       <C>
Accessories                                  20
- ---------------------------------------------------------------------------------------------------
             Accessories
121 110)     After Thoughts      4/11/92    861                 19.5      57.8       64.0     -9.6
201 110)     After Thoughts      8/30/91    824                 18.6      57.5       60.4     -4.8
201 110)     Claire's #5839      8/23/91    699                 15.8      70.6       69.5      1.6
131 110)     Express Yoursel     9/10/92    296                  6.7      11.8       17.7    -33.5
119 110)     Silver Safari      11/20/92    396                  9.0      35.9       21.8     64.9
211 110)     Sunglass Hut #1    11/16/91    741                 16.8      20.6       16.8     22.5
                                                                         241.6      291.6     +4.0
Comp Sub-Totals:                           3817                          254.3      250.2      1.6
- ---------------------------------------------------------------------------------------------------
117 110)     2 Plus 2 CLOSED    10/01/92     NA   3/05/95                   NA        NA      NA
109 110)     Sunglass Hut #1     4/01/95    603                 13.6      49.1       41.4     18.4
Non Comp Sub-Totals                         603                           49.1       41.4     18.4
- ---------------------------------------------------------------------------------------------------
Sub Category Totals                        4420                          303.3      291.6      4.0
===================================================================================================
Category Totals:                           4420                          303.3      291.6      4.0
===================================================================================================

<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
                 YEAR-TO-DATE                               FULL YEAR
    UNIT             SALES             %       1996           SALES             %     1996   1995    1996   BKP
     NO.        1996       1995     CHANGE     %CAT      1996       1995     CHANGE   $/SF   $/SF   BKP/SF   %
- ---------------------------------------------------------------------------------------------------------------
<S>          <C>        <C>        <C>      <C>       <C>        <C>        <C>      <C>    <C>    <C>     <C>
Accessories
- ---------------------------------------------------------------------------------------------------------------
121 110)         292.9      298.2    -1.8       15.5      292.9      298.2     -1.8   340    346       0     7
201 110)         304.7      274.2    11.1       16.1      304.7      274.2     11.1   370    333       0     7
201 110)         392.7      352.4    11.4       20.7      392.7      352.4     11.4   562    504       0     7
131 110)          62.2       67.4    -7.8        3.3       62.2       67.4     -7.8   210    228       0     8
119 110)         138.7      131.9     5.2        7.3      138.7      131.9      5.2   350    333       0     8
211 110)         220.3      267.0   -17.5       11.6      220.3      267.0    -17.5   297    360     500     8
               1,895.4    1,680.0   +12.8               1,895.4    1,690.8
Comp        
Sub-Totals:    1,411.5    1,391.1     1.5               1,411.5    1,391.1      1.5   370    364
- ---------------------------------------------------------------------------------------------------------------
117 110)         NA          13.7     NA       NA         NA          13.7     NA      NA     16      NA     5
109 110)         483.9      275.2    75.9       25.5      483.9      275.2    75.9    803    456       0    10
Non Comp         483.9      288.9    67.5                 483.9      288.9    67.5    803    197
Sub-Totals
- ---------------------------------------------------------------------------------------------------------------
Sub Category
Totals         1,895.4    1,680.0    12.8               1,895.4    1,680.0    12.8    429    318
===============================================================================================================
Category  
Totals:        1,895.4    1,680.0    12.8               1,895.4    1,680.0    12.8    429    318
===============================================================================================================
</TABLE>

                                       3
<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                               AS OF DECEMBER '96
                       (ALL SALES ARE ROUNDED TO 1000'S)


Select By: Unit Ref 110-B101 110-Q203     E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                   E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                 E3 - Sales Category %'s              
Comp Only: No                             E4 - Property Sales %'s              
                                          E5 - Estimated Annual Sales Growth % 
                                          

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
    UNIT          OCCUPANT        OPEN               CLOSE             CURRENT MONTH SALES      %
     NO.            NAME          DATE      GLA      DATE      CAT%      1996    1995        CHANGE
- ----------------------------------------------------------------------------------------------------
<S>          <C>               <C>        <C>     <C>        <C>      <C>        <C>        <C>
Shoes                                         22
- ----------------------------------------------------------------------------------------------------
2            Shoes
145 110)     Athletic X-Pres    11/27/91    2397                 8.4      103.2      107.0     -3.6
209 110)     Foor Locker #84    11/27/91    2851                10.0      144.2      155.4     -7.2
101 110)     Footaction, USA     4/09/92    2139                 7.5      107.6      101.9      5.5
213 110)     Homestead Birke     4/04/93     774                 2.7       66.4       82.2    -19.2
219 110)     Kinney Shoes #0    12/07/92    2741                 9.6       54.7       44.0     24.3
107 110)     Lady Foot Locke     2/13/92    1826                 6.4      123.0      117.7      4.5
121 110)     Leeds #3993         9/01/84    3132                11.0       49.7       43.5     14.4
101 110)     Naturalizer Sho     2/28/93    2022                 7.1       25.5       31.0    -18.0
147 110)     Payless Kids #4     8/02/92    1348                 4.7       24.3       28.8    -15.6
105 110)     Payless Shoesou    11/03/91    2819                 9.9       75.5       79.9     -5.5
217 110)     Rizzuto's Wide     11/13/91    1093                 3.8       25.1       29.3    -14.4
101 110)     Village Shoe Co     7/20/91    2007                 7.0       78.2       81.9     -4.5
Comp Sub-Totals:                           25149                          877.2      902.7     -2.8
- ----------------------------------------------------------------------------------------------------
105 110)     Kid's Foot Lock    11/14/96    1548                 5.4       58.0      NA        NA
107 110)     Rizzuto's Comfo     9/01/91     NA    12/315/9               NA          40.2     NA
             CLOSED
133 110)     Track 'n Trail      9/17/96    1836                 6.4      103.1      NA        NA
133 110)     Wild Pair           9/01/84     NA     7/28/96               NA          41.3     NA
Non Comp Sub-Totals                         5220                          161.1       81.6     97.5
- ----------------------------------------------------------------------------------------------------
Sub Category Totals                        28533                        1,038.3      984.2      5.5
====================================================================================================
Category Totals:                           30369                        1,038.3      984.2      5.5
====================================================================================================

<CAPTION>
- --------------------------------------------------------------------------------------------------------------
                 YEAR-TO-DATE                              FULL YEAR
    UNIT             SALES             %      1996           SALES             %     1996   1995    1996   BKP
     NO.        1996       1995     CHANGE    %CAT      1996       1995     CHANGE   $/SF   $/SF   BKP/SF   %
- --------------------------------------------------------------------------------------------------------------
<S>          <C>        <C>        <C>      <C>      <C>        <C>        <C>      <C>    <C>    <C>     <C>
Shoes
- --------------------------------------------------------------------------------------------------------------
2
145 110)         787.9      855.2     -7.9      9.1      787.9      855.2     -7.9   329    357      0     6
209 110)       1,170.1    1,259.3     -7.1     13.4    1,170.1    1,259.3     -7.1   410    442      0     6
101 110)         760.4      671.2    13.3       8.7      760.4      671.2    13.3    355    314      0     5
213 110)         613.6      576.7     6.4       7.1      613.6      576.7     6.4    793    745      0     6
219 110)         461.1      373.5    23.5       5.3      461.1      373.5    23.5    168    136      0     6
107 110)         975.4      951.2     2.5      11.2      975.4      951.2     2.5    534    521      0     6
121 110)         457.8      442.4     3.5       5.3      457.8      442.4     3.5    146    141      0     5
101 110)         489.0      401.2    21.9       5.6      489.0      401.2    21.9    242    198      0     5
147 110)         319.8      291.4     9.7       3.7      319.8      291.4     9.7    237    216      0     6
105 110)         896.9      828.3     8.3      10.3      896.9      828.3     8.3    318    294      0     6
217 110)         420.2      392.0     7.2       4.8      420.2      392.0     7.2    384    359      0     6
101 110)         921.7      878.6     4.9      10.6      921.7      878.6     4.9    459    438      0     5
Comp         
Sub-Totals:    8,273.9    7,921.1     4.5              8,273.9    7,921.1     4.5    329    315
- --------------------------------------------------------------------------------------------------------------
105 110)          64.9      NA        NA        0.7       64.9      NA        NA      42     NA      NA    NA
107 110)         NA         258.1     NA       NA        NA         258.1     NA      NA    246      NA    6
133 110)         226.9      NA        NA        2.6      226.9      NA        NA     124     NA      0     6
133 110)         135.5      309.9    -56.3      1.6      135.5      309.9    -56.3    74    169      NA    6
Non Comp    
Sub-Totals       427.3      567.9    -24.8               427.3      567.9    -24.8    82    197
- --------------------------------------------------------------------------------------------------------------
Sub Category 
Totals         8,701.2    8,489.0     2.5              8,701.2    8,489.0     2.5    287    303
==============================================================================================================
Category 
Totals:        8,701.2    8,489.0     2.5              8,701.2    8,489.0     2.5    287    303
==============================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                               AS OF DECEMBER '96
                       (ALL SALES ARE ROUNDED TO 1000'S)


Select By: Unit Ref 110-B101 110-Q203     E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                   E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                 E3 - Sales Category %'s              
Comp Only: No                             E4 - Property Sales %'s              
                                          E5 - Estimated Annual Sales Growth % 
                                          

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
                                                                                                        YEAR-TO-DATE
    UNIT         OCCUPANT        OPEN            CLOSE              CURRENT MONTH SALES       %             SALES
     NO.           NAME          DATE     GLA     DATE     CAT%       1996    1995         CHANGE      1996       1995
- -------------------------------------------------------------------------------------------------------------------------
<S>          <C>              <C>       <C>     <C>     <C>        <C>        <C>        <C>        <C>        <C>
Furniture                                   24
- -------------------------------------------------------------------------------------------------------------------------
             Furniture
201 110)     Bombay Co./The   9/24/93     4001              100.0      139.4      140.0       -0.4  638.4          604.5
Comp Sub-Totals:                          4001                         139.4      140.0       -0.4  638.4          604.5
- -------------------------------------------------------------------------------------------------------------------------
105 110)     Abodio CLOSED    8/29/93             NA     2/22/96                  NA         86.6     NA           162.1
Non Comp Sub-Totals:                      7469                           0.0       86.6     -100.0  162.1          729.6
- -------------------------------------------------------------------------------------------------------------------------
Sub Category Totals                       4001                         139.4      226.6      -38.5  800.5        1,334.1
=========================================================================================================================
Category Totals:                         11470                         139.4      226.6      -38.5  800.5        1,334.1
=========================================================================================================================

<CAPTION>
- --------------------------------------------------------------------------------------------------
                                        FULL YEAR
    UNIT          %        1996           SALES              %        1996     1995    1996   BKP
     NO.       CHANGE      %CAT      1996       1995      CHANGE      $/SF     $/SF   BKP/SF   %
- --------------------------------------------------------------------------------------------------
<S>          <C>        <C>       <C>        <C>        <C>        <C>        <C>    <C>     <C>
Furniture
- --------------------------------------------------------------------------------------------------
201 110)          5.6      79.7       638.4      604.5       5.6        160    151       0     6
Comp        
Sub-Totals:       5.6                 638.4      604.5       5.6        160    151
- --------------------------------------------------------------------------------------------------
105 110)        729.6      -77.8       20.3      162.1     729.6       -77.8    22      NA     7
Non Comp     
Sub-Totals:      -77.8                162.1      729.6      -77.8        22     98      98
- --------------------------------------------------------------------------------------------------
Sub Category  
Totals           -40.0                800.5    1,334.1      -40.0        70    116
==================================================================================================
Category     
Totals:          -40.0                800.5    1,334.1      -40.0        70    116
==================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                               AS OF DECEMBER '96
                       (ALL SALES ARE ROUNDED TO 1000'S)


Select By: Unit Ref 110-B101 110-Q203    E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                  E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                E3 - Sales Category %'s              
Comp Only: No                            E4 - Property Sales %'s              
                                         E5 - Estimated Annual Sales Growth % 
                                         
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
        UNIT                OCCUPANT             OPEN             CLOSE             CURRENT MONTH SALES       %
        NO.                   NAME               DATE     GLA      DATE      CAT%      1996    1995        CHANGE
- ------------------------------------------------------------------------------------------------------------------
<S>                 <C>                        <C>       <C>     <C>       <C>       <C>        <C>       <C>
Home Accessories                                                            26
- ------------------------------------------------------------------------------------------------------------------
J109 (110)          Deck the Walls              2/08/92    2007             23.9       32.8       43.2    -24.0
J207 (110)          House of Cutler             6/01/92    1004             12.0      126.9      128.2     -1.1
J211 (110)          Inprints                    7/01/92    1426             17.0       68.8       36.7     87.7
F215 (110)          Lechters #93                3/01/92    3067             36.5      143.1      139.2      2.8
Comp Sub-Totals:                                           7504                       371.6      347.3      7.0
- ------------------------------------------------------------------------------------------------------------------
H219 (110)          Phoenix Gallery CLOSED NA   5/01/93           1/07/96                NA       52.7       NA
G109 (110)          Select Comfort              2/16/96     893             10.6       69.4         NA       NA
Non Comp Sub-Totals                                        1552                        69.4       52.7     31.5
- -------------------------------------------------------------------------------------------------------------------
Sub Category Totals                                        8397                       440.9      400.1     10.2
===================================================================================================================
Category Totals:                                           9056                       440.9      400.1     10.2
===================================================================================================================

<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
                        YEAR-TO-DATE                               FULL YEAR
        UNIT                SALES             %       1996           SALES             %     1996   1995    1996   BKP
        NO.            1996       1995     CHANGE     %CAT      1996       1995     CHANGE   $/SF   $/SF   BKP/SF   %
- ----------------------------------------------------------------------------------------------------------------------
<S>                 <C>        <C>        <C>      <C>       <C>        <C>        <C>      <C>    <C>    <C>     <C>
Home Accessories
- ----------------------------------------------------------------------------------------------------------------------
J109 (110)              217.3      231.5     -6.1      10.4      217.3      231.5    -6.1    108    115      NA    NA
J207 (110)              394.2      402.4     -2.0      18.8      394.2      402.4    -2.0    393    401       0     7
J211 (110)              345.5      242.4     42.5      16.5      345.5      242.4    42.5    242    170       0     6
F215 (110)              542.2      551.6     -1.7      25.9      542.2      551.6    -1.7    177    180       0     5
Comp Sub-Totals:      1,499.1    1,428.0      5.0              1,499.1    1,428.0     5.0    200    190
- ----------------------------------------------------------------------------------------------------------------------
H219 (110)               10.7      174.1    -93.9       0.5       10.7      174.1   -93.9     16    264      NA     6
G109 (110)              582.7         NA       NA      27.8      582.7         NA      NA    653     NA       0     6
Non Comp Sub-Totals     593.4      174.1    240.9                593.4      174.1   240.9    382    264
- ----------------------------------------------------------------------------------------------------------------------
Sub Category Totals   2,092.5    1,602.0     30.6              2,092.5    1,602.0    30.6    231    196
======================================================================================================================
Category Totals:      2,092.5    1,602.0     30.6              2,092.5    1,602.0    30.6    231    196
======================================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                               AS OF DECEMBER '96
                       (ALL SALES ARE ROUNDED TO 1000'S)


Select By: Unit Ref 110-B101 110-Q203    E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                  E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                E3 - Sales Category %'s              
Comp Only: No                            E4 - Property Sales %'s              
                                         E5 - Estimated Annual Sales Growth % 
                                         
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
     UNIT             OCCUPANT            OPEN               CLOSE              CURRENT MONTH SALES
     NO.                NAME              DATE      GLA      DATE        CAT%      1996       1995
- -----------------------------------------------------------------------------------------------------
<S>           <C>                      <C>        <C>     <C>        <C>       <C>        <C>
Electronics/Appliances                                                   28
- -----------------------------------------------------------------------------------------------------
              Electronics/Appliances

  03 (110)    Kits Cameras 1            11/25/94    1491                 12.8      132.2        97.1
  09 (110)    Malecki Music E            7/31/92     973                  8.4       39.4        35.2
  09 (110)    Musicland #887             3/13/92    1583                 13.6      164.6       161.2
 107 (110)    Radio Shack #37            2/01/87    2040                 17.6      328.2       295.8
 104 (110)    Sam Goody #0851            6/28/91    2272                 19.6      233.3       237.2
 214 (110)    Software Etc. #            4/08/92    1106                  9.5      158.9       201.7
 205 (110)    Suncoast #3258            10/07/92    2144                 18.5      229.2       238.7
Comp Sub-Totals:                                   11609                         1,285.9     1,267.0
- -----------------------------------------------------------------------------------------------------
 117 (110)    Babbages #345 CLOSED      11/17/94      NA    10/28/96                  NA       150.4
 002 (110)    DJ's Sound City CLOSED     1/01/78      NA     6/23/96                  NA        69.7
 205 (110)    Music City Spok CLOSED     3/20/92      NA     6/30/95                  NA          NA
Non Comp Sub-Totals                                 3245                             0.0       220.1
- -----------------------------------------------------------------------------------------------------
Sub Category Totals                                 11609                        1,285.9     1,487.1
=====================================================================================================
Category Totals:                                    14854                        1,285.9     1,487.1
=====================================================================================================

<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
                             YEAR-TO-DATE                               FULL YEAR
     UNIT          %             SALES             %       1996           SALES             %     1996   1995    1996   BKP
     NO.        CHANGE      1996       1995     CHANGE     %CAT      1996       1995     CHANGE   $/SF   $/SF   BKP/SF   %
- ---------------------------------------------------------------------------------------------------------------------------
<S>           <C>        <C>        <C>        <C>      <C>       <C>        <C>        <C>      <C>    <C>    <C>     <C>
Electronics/A
- ---------------------------------------------------------------------------------------------------------------------------
  01 (110)         36.1       607.8      412.2     47.4      10.0      607.8      412.2     47.4   408    276       0    3
  09 (110)         11.9       185.0      176.7      4.7       3.0      185.0      176.7      4.7   190    182       0    6
  09 (110)          2.1       759.3      729.1      4.1      12.5      759.3      729.1      4.1   480    461       0    5
 107 (110)         11.0     1,359.6    1,141.9     19.1      22.3    1,359.6    1,141.9     19.1   666    560     450    3
 104 (110)         -1.6     1,120.5    1,066.9      5.0      18.4    1,120.5    1,066.9      5.0   493    470       0    5
 214 (110)        -21.2       656.6    1,005.7    -34.7      10.8      656.6    1,005.7    -34.7   594    909       0    5
 205 (110)         -4.0       967.1      993.7     -2.7      15.9      967.1      993.7     -2.7   451    463       0    5
Comp         
Sub-Totals:         1.5     5,655.9    5,526.3      2.3              5,655.9    5,526.3     2.3    487    476
- ---------------------------------------------------------------------------------------------------------------------------
 117 (110)           NA       358.0      613.2    -41.6       5.9      358.0      613.2    -41.6   199    341      NA    5
 002 (110)           NA        78.4      344.2    -77.2       1.3       78.4      344.2    -77.2    54    238      NA    6
 205 (110)           NA          NA       86.5       NA        NA         NA       86.5       NA    NA     39      NA    4
Non Comp    
Sub-Totals       -100.0       436.3    1,043.9    -58.2                436.3    1,043.9    -58.2   134    192
- ---------------------------------------------------------------------------------------------------------------------------
Sub Category 
Totals            -13.5     6,092.2    6,570.1     -7.3              6,092.2    6,570.1     -7.3   410    385
===========================================================================================================================
Category 
Totals:           -13.5     6,092.2    6,570.1     -7.3              6,092.2    6,570.1     -7.3   410    385
===========================================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                               AS OF DECEMBER '96
                       (ALL SALES ARE ROUNDED TO 1000'S)


Select By: Unit Ref 110-B101 110-Q203    E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                  E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                E3 - Sales Category %'s              
Comp Only: No                            E4 - Property Sales %'s              
                                         E5 - Estimated Annual Sales Growth % 
                                         
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
              UNIT                    OCCUPANT         OPEN              CLOSE
              NO.                       NAME           DATE      GLA      DATE      CAT%
- ------------------------------------------------------------------------------------------
<S>                             <C>                 <C>        <C>     <C>       <C>
Hobbies/Sports/Special Interest                                    30
- ------------------------------------------------------------------------------------------
                                Hobbies/Sports/Special Interest
                                --------------------------------------
  23 (110)                      Champs Sports #       3/13/92    5226            37.4
  01 (110)                      Naturium             11/01/92    1539            11.0
  27 (110)                      Nordic Track Fl       8/12/94    2047            14.7
  19 (110)                      Pedersen's           11/21/91    5160            36.9
Comp Sub-Totals:                                                13972
- ------------------------------------------------------------------------------------------
  05 (110)                      Forum, The Closed    10/01/91      NA   2/06/95
Non Comp Sub-Totals                                                 0
- ------------------------------------------------------------------------------------------
Sub Category Totals                                             13972
- ------------------------------------------------------------------------------------------
Category Totals:                                                13972
==========================================================================================

<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
                                                                       YEAR-TO-DATE                              FULL YEAR
              UNIT               CURRENT MONTH SALES       %               SALES                %        1996      SALES
              NO.                  1996    1995         CHANGE       1996         1995       CHANGE      %CAT       1996
- ----------------------------------------------------------------------------------------------------------------------------
<S>                             <C>        <C>        <C>        <C>          <C>          <C>        <C>       <C>
Hobbies/Sports/Special Interest
- ----------------------------------------------------------------------------------------------------------------------------
  23 (110)                          311.7      351.5      -11.3      1,740.1      1,712.0        1.8      38.8      1,740.1
  01 (110)                          168.4      151.4       11.2        423.7         394.        7.5       9.4        423.7
  27 (110)                          118.7      146.8      -19.1        936.8      1,171.9      -20.1      20.9        936.8
  19 (110)                          270.2      341.0      -20.8      1,386.6      1,494.9       -7.2      30.9      1,386.6
Comp Sub-Totals:                    869.0      990.7      -12.3      4,487.2      4,772.9       -6.0                4,487.2
- ----------------------------------------------------------------------------------------------------------------------------
  05 (110)                             NA         NA         NA           NA          5.9         NA        NA           NA
Non Comp Sub-Totals                   0.0        0.0                     0.0          5.9     -100.0                    0.0
- ----------------------------------------------------------------------------------------------------------------------------
Sub Category Totals                 869.0      990.7      -12.3      4,487.2      4,778.8       -6.1                4,487.2
- ----------------------------------------------------------------------------------------------------------------------------
Category Totals:                    869.0      990.7      -12.3      4,487.2      4,778.8       -6.1                4,487.2
============================================================================================================================

<CAPTION>
- ----------------------------------------------------------------------------------
                                 FULL YEAR
              UNIT                 SALES       1996   BKP
              NO.                   1995       CHANGE    $/SF   $/SF   BKP/SF   %
- ----------------------------------------------------------------------------------
<S>                             <C>          <C>        <C>    <C>    <C>     <C>
Hobbies/Sports/Special Interest
- ----------------------------------------------------------------------------------
  23 (110)                          1,712.0       1.6    333    328      0     5
  01 (110)                            394.0       7.5    275    256      0     7
  27 (110)                          1,171.9      -20.1   458    573      0     4
  19 (110)                          1,494.9       -7.2   269    290      0     4
Comp Sub-Totals:                    4,772.9       -6.0   321    342
- ----------------------------------------------------------------------------------
  05 (110)                              5.9         NA    NA      7      NA    6
Non Comp Sub-Totals                     5.9     -100.0    NA      7
- ----------------------------------------------------------------------------------
Sub Category Totals                 4,778.8       -6.1   321    323
- ----------------------------------------------------------------------------------
Category Totals:                    4,778.8       -6.1   321    323
==================================================================================

</TABLE>

<PAGE>
                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                               AS OF DECEMBER '96
                       (ALL SALES ARE ROUNDED TO 1000'S)


Select By: Unit Ref 110-B101 110-Q203    E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                  E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                E3 - Sales Category %'s              
Comp Only: No                            E4 - Property Sales %'s              
                                         E5 - Estimated Annual Sales Growth % 
                                         
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
     UNIT             OCCUPANT            OPEN              CLOSE             CURRENT MONTH SALES      %
     NO.                NAME              DATE      GLA      DATE     CAT%      1996    1995        CHANGE
- -----------------------------------------------------------------------------------------------------------
<S>           <C>                      <C>        <C>     <C>       <C>      <C>        <C>        <C>
Gifts, Stationery & Luggage                           32
- -----------------------------------------------------------------------------------------------------------
              Gifts, Stationery & Luggage

 117 (110)    Candleman                  2/26/93     720                2.5      154.6      141.3      9.4
 117 (110)    Card Farm                  8/01/91    1558                5.3       50.7       60.4    -16.1
 103 (110)    Cartoon Classic            5/30/92    1193                4.1       95.3      109.5    -13.0
 107 (110)    Disney Store #4            4/27/93    3873               13.3      316.2      281.6     12.3
 107 (110)    Hidden Cottage             1/14/95    1629                5.6      139.1      118.9     16.9
 114 (110)    Mark's Hallmark            6/01/89    2861                9.8      208.3      201.8      3.2
 103 (110)    Mark's Hallmark           11/21/91    3139               10.7      201.2      201.2      0.0
 149 (110)    Nature's Kingdo           11/15/94    1233                4.2       73.0       68.4      6.7
 114 (110)    R. Brown Gifts a           5/06/91    1184                4.1       92.4      103.7    -10.9
 119 (110)    Rubber Stamp St           11/08/94    1229                4.2       60.7       55.0     10.4
 207 (110)    San Francisco M            4/02/93    1479                5.1      138.0      141.3     -2.3
 203 (110)    Spencer's Gifts           10/30/93    1445                4.9      180.3      168.8      6.8
 151 (110)    Street of Dreams          11/15/94    1689                5.8      103.4      120.6    -14.2
  11 (110)    Things Remember            3/08/92    1376                4.7       52.2       64.9    -19.5
Comp Sub-Totals:                                   24608                       1,865.3    1,837.3      1.5
- -----------------------------------------------------------------------------------------------------------
  07 (110)    Evergreen                 11/17/96    1047                3.6       41.4         NA       NA
  04 (110)    Franklin Quest             6/02/95    2249                7.7       59.3       50.9     16.6
  09 (110)    Gosling Closed            11/16/ 91     NA   3/23/95                  NA         NA       NA
  05 (110)    Graham Office S           11/30/96    1297                4.4       24.3         NA       NA
  14 (110)    Hidden Cottage Closed     11/05/92      NA   1/14/95                  NA         NA       NA
  21 (110)    J.K. Gill, Divn Closed     6/07/84      NA   2/12/95                  NA         NA       NA
  19 (110)    Made in Washing           11/01/91      NA   7/28/96                  NA       55.0       NA
              Closed
Non Comp Sub-Totals                                 5193                         125.0      105.9    18.0
- -----------------------------------------------------------------------------------------------------------
Sub Category Totals                                25201                       1,990.3    1,943.2     2.4
===========================================================================================================
Category Totals:                                   29801                       1,990.3    1,943.2     2.4
===========================================================================================================

<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
                  YEAR-TO-DATE                              FULL YEAR
     UNIT             SALES             %      1996           SALES             %     1996   1995    1996   BKP
     NO.         1996       1995     CHANGE    %CAT      1996       1995     CHANGE   $/SF   $/SF   BKP/SF   %
- ---------------------------------------------------------------------------------------------------------------
<S>           <C>        <C>        <C>      <C>      <C>        <C>        <C>      <C>    <C>    <C>     <C>
Gifts, Stationery & Luggage
- ---------------------------------------------------------------------------------------------------------------
 117 (110)        470.1      451.3     4.2       6.0      470.1      451.3     4.2    653    627      0     7
 117 (110)        257.9      269.0    -4.1       3.3      257.9      269.0    -4.1    166    173      0     6
 103 (110)        416.4      434.9    -4.3       5.3      416.4      434.9    -4.3    349    365      0     7
 107 (110)      1,452.2    1,376.2     5.5      18.6    1,452.2    1,376.2     5.5    375    355      0     4
 107 (110)        460.9      450.5     2.3       5.9      460.9      450.5     2.3    283    277      0     6
 114 (110)        769.9      739.0     4.2       9.8      769.9      739.0     4.2    269    258      0     7
 103 (110)        747.0      710.2     5.2       9.5      747.0      710.2     5.2    238    226      0     7
 149 (110)        234.5      237.2    -1.1       3.0      234.5      237.2    -1.1    190    192      0     6
 114 (110)        313.7      389.1   -19.6       4.0      312.7      389.1   -19.6    264    329      0     7
 119 (110)        424.5      323.1    31.4       5.4      424.5      323.1    31.4    345    263      0     6
 207 (110)        413.6      420.6    -1.7       5.3      413.6      420.6    -1.7    280    284      0     6
 203 (110)        598.4      538.4    11.1       7.6      598.4      538.4    11.1    414    373      0     6
 151 (110)        421.3      447.3    -5.8       5.4      423.3      447.3    -5.8    249    265      0     6
  11 (110)        308.4      307.4     0.3       3.9      308.4      307.4     0.3    224    223      0     7
Comp            7.287.7    7,094.0     2.7              7,287.7    7,094.0     2.7    296    288
Sub-Totals:
- ---------------------------------------------------------------------------------------------------------------
  07 (110)         47.4         NA      NA       0.6       47.4         NA      NA     45     NA      0     8
  04 (110)        368.7      198.3    85.9       4.7      368.7      198.3    85.9    164     88      0     5
  09 (110)           NA        7.6      NA        NA         NA        7.6      NA     NA      6     NA     7
  05 (110)         25.3         NA      NA       0.3       25.3         NA      NA     19     NA      0     0
  14 (110)           NA         NA      NA        NA         NA         NA      NA     NA     NA     NA     6
  21 (110)           NA      232.9      NA        NA         NA      232.9      NA     NA    161     NA     6
  19 (110)         98.6      211.0   -53.3       1.3       98.6      211.0   -53.3    164    352     NA     6
Non Comp          539.9      649.8   -16.9                539.9      649.8   -16.9    104    119
Sub-Totals
- ---------------------------------------------------------------------------------------------------------------
Sub Category    7,827.6    7,743.8     1.1              7,827.6    7,743.8     1.1    263    257
Totals
===============================================================================================================
Category        7,827.6    7,743.8     1.1              7,827.6    7,743.8     1.1    263    257
Totals:
===============================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                               AS OF DECEMBER '96
                       (ALL SALES ARE ROUNDED TO 1000'S)


Select By: Unit Ref 110-B101 110-Q203    E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                  E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                E3 - Sales Category %'s              
Comp Only: No                            E4 - Property Sales %'s              
                                         E5 - Estimated Annual Sales Growth % 
                                         

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
      UNIT            OCCUPANT        OPEN            CLOSE             CURRENT MONTH SALES      %
       NO.              NAME          DATE     GLA     DATE     CAT%      1996    1995        CHANGE
- -----------------------------------------------------------------------------------------------------
<S>              <C>               <C>       <C>     <C>     <C>       <C>        <C>        <C>
Books                                           34
- -----------------------------------------------------------------------------------------------------
                 Books

  31 (110)       B. Dalton #284    6/16/94    4465           51.5          293.8      298.7     -1.6
 115 (110)       Evangel Book Ce   7/01/91    1257           14.5           76.5       88.9    -14.0
 101 (110)       Waldenbooks, St   4/23/92    2952           34.0          242.2      220.4      9.9
Comp Sub-Totals:                              8674                         612.6      608.0      0.8
=====================================================================================================
Category Totals:                              8674                         612.6      608.0      0.8
=====================================================================================================

<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
                       YEAR-TO-DATE                                   FULL YEAR
      UNIT                 SALES               %       1996             SALES               %     1996   1995    1996   BKP
       NO.           1996         1995      CHANGE     %CAT       1996         1995      CHANGE   $/SF   $/SF   BKP/SF   %
- ---------------------------------------------------------------------------------------------------------------------------
<S>              <C>          <C>          <C>      <C>       <C>          <C>          <C>      <C>    <C>    <C>     <C>
Books
- ---------------------------------------------------------------------------------------------------------------------------
  31 (110)           1,259.8      1,239.1     1.7   48.9          1,259.8      1,239.1     1.7    282    278      0     5
 115 (110)             340.6        377.6    -9.8   13.2            340.6        377.6    -9.8    271    319      0     7
 101 (110)             976.3        923.4     5.7   37.9            976.3        923.4     5.7    331    313      0     5
Comp Sub-Totals:     2,576.7      2,540.1     1.4                 2,576.7      2,540.1     1.4    297    295
===========================================================================================================================
Category Totals:     2,576.7      2,540.1     1.4                 2,576.7      2,540.1     1.4    297    295
===========================================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                               AS OF DECEMBER '96
                       (ALL SALES ARE ROUNDED TO 1000'S)


Select By: Unit Ref 110-B101 110-Q203    E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                  E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                E3 - Sales Category %'s              
Comp Only: No                            E4 - Property Sales %'s              
                                         E5 - Estimated Annual Sales Growth % 
                                         
<TABLE>
<CAPTION>
    UNIT         OCCUPANT         OPEN              CLOSE              CURRENT MONTH SALES      %
    NO.            NAME           DATE      GLA      DATE      CAT%      1996    1995        CHANGE
- ----------- ----------------- ----------- ------- --------- --------- ---------- ---------- --------
<S>         <C>               <C>         <C>     <C>       <C>       <C>        <C>        <C>
Jewelry                              35
- ---------------------------------------------------------------------------------------------------
            Jewelry
- ---------------------------------------------------------------------------------------------------
C201 110)   Ben Bridge Jewe    10/10/91     1503                13.1      382.1      321.0    19.0
C209 110)   Fred Meyer Jewe     8/15/92     1214                10.6      154.7      118.7    30.3
C205 110)   Harry Ritchie J    10/10/91     1160                10.1      232.0      226.3     2.5
C215 110)   Kay Jewelers #5     3/08/94     1244                10.9      223.6      228.9    -2.3
C215 110)   Weisfield Jewel    11/08/84     1549                13.5      210.3      297.2   -29.2
C235 110)   Zales Jewelers     11/17/94     1393                12.2      296.9      291.7     1.8
Comp Sub-Totals:                            8063                        1,499.5    1,483.7     1.1
- ---------------------------------------------------------------------------------------------------
C201 110)   Crescent Jewele    11/23/96     1082                 9.4      133.7         NA      NA
C201 110)   Dodson's            8/01/91       NA   5/06/96                   NA       87.7      NA
C225 110)   Gordon's Jewelr    10/16/95     1450                12.7      151.7      104.5    45.1
C201 110)   Piercing Pagoda     5/20/95      160                 1.4       42.1       49.1   -14.3
C217 110)   Watch Gallery      10/27/95      701                 6.1       70.2       65.1     7.9
Non Comp Sub-Totals                         4475                          397.8      306.5    29.8
- ---------------------------------------------------------------------------------------------------
Sub Category Totals                        11456                        1,897.3    1,790.2     6.0
===================================================================================================
Category Totals:                           12538                        1,897.3    1,790.2     6.0
===================================================================================================



<CAPTION>
                  YEAR-TO-DATE                                   FULL YEAR
    UNIT              SALES               %       1996             SALES               %     1996   1995    1996   BKP
    NO.         1996         1995      CHANGE     %CAT       1996         1995      CHANGE   $/SF   $/SF   BKP/SF   %
- ----------- ------------ ------------ -------- --------- ------------ ------------ -------- ------ ------ ------- ----
<S>         <C>          <C>          <C>      <C>       <C>          <C>          <C>      <C>    <C>    <C>     <C>
Jewelry
- ----------------------------------------------------------------------------------------------------------------------
C201 110)       1,348.6      1,246.5      8.2      16.7      1,348.6      1,246.5      8.2    897   829      0      5
C209 110)         665.8        643.2      3.5       8.3        665.8        643.2      3.5    548   530      0      5
C205 110)         999.6      1,000.0     -0.0      12.4        999.6      1,000.0     -0.0    862   862      0      6
C215 110)         903.4      1,076.7    -16.1      11.2        903.4      1,076.7    -16.1    726   866      0      6
C215 110)       1,161.9      1,058.6      9.8      14.4      1,161.9      1,058.6      9.8    750   683      0      6
C235 110)       1,350.0      1,352.0     -0.1      16.7      1,350.0      1,352.0     -0.1    969   971      0      6
Comp            6,429.3      6,377.0      0.8                6,429.3      6,477.0      0.8    797   791
Sub-Totals:
- ----------------------------------------------------------------------------------------------------------------------
C201 110)         157.8           NA      NA        2.0        157.8           NA       NA    146    NA      NA    NA
C201 110)         224.7        413.2   -45.6        2.8        224.7        413.2    -45.6    208   382      NA     6
C225 110)         705.8        160.5   339.6        8.7        705.8        160.5    339.6    487   111      0      6
C201 110)         199.2        145.3    37.1        2.5        119.2        145.3     37.1   1245   908      0     10
C217 110)         350.9         90.4   288.1        4.3        350.9         90.4    288.1    501   129      0      8
Non Comp        1,638.4        809.4   102.4                 1,638.4        809.4    102.4    366   239
Sub-Totals
- ----------------------------------------------------------------------------------------------------------------------
Sub             8,067.7      7,186.4    12.3                 8,067.7      7,186.4     12.3    643   627
Category Totals
======================================================================================================================
Category        8,067.7      7,186.4    12.3                 8,067.7      7,186.4     12.3    643   627
Totals:
======================================================================================================================
</TABLE>


                                       1
<PAGE>

                               SABEY CORPORATION


                        MONTHLY MANAGEMENT SALES REPORT
                               AS OF DECEMBER '96
                       (ALL SALES ARE ROUNDED TO 1000'S)


Select By: Unit Ref 110-B101 110-Q203    E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                  E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                E3 - Sales Category %'s              
Comp Only: No                            E4 - Property Sales %'s              
                                         E5 - Estimated Annual Sales Growth % 
                                         
<TABLE>
<CAPTION>
        UNIT              OCCUPANT          OPEN             CLOSE             CURRENT MONTH SALES      %
        NO.                 NAME            DATE      GLA     DATE     CAT%      1996    1995        CHANGE
- ------------------- -------------------- ---------- ------- ------- --------- ---------- ---------- --------
<S>                 <C>                  <C>        <C>     <C>     <C>       <C>        <C>        <C>
Cosmetics/Perfumes                                     36
- -----------------------------------------------------------------------------------------------------------
5                   Cosmetics/Perfumes
- -----------------------------------------------------------------------------------------------------------
C201A 110)          Bath & Body Wor       11/11/91   1661           51.8      232.7      203.6         14.3
C108 110)           Garden Botanika        9/30/92    701           21.9      137.6      133.1          3.3
Comp Sub-Totals:                                     2362                     370.2      336.8          9.9
- -----------------------------------------------------------------------------------------------------------
C123 110)           Body Shop #3705        6/28/95    846           26.4      118.1      105.3         12.2
Non Comp Sub-Totals                                   846                     118.1      105.3         12.2
- -----------------------------------------------------------------------------------------------------------
Sub Category Totals                                  3208                     488.4      442.0         10.5
===========================================================================================================
Category Totals:                                     3208                     488.4      442.0         10.5
===========================================================================================================



<CAPTION>
                        YEAR-TO-DATE                               FULL YEAR
        UNIT                SALES             %       1996           SALES             %     1996   1995    1996   BKP
        NO.            1996       1995     CHANGE     %CAT      1996       1995     CHANGE   $/SF   $/SF   BKP/SF   %
- ------------------- ---------- ---------- -------- --------- ---------- ---------- -------- ------ ------ ------- ----
<S>                 <C>        <C>        <C>      <C>       <C>        <C>        <C>      <C>    <C>    <C>     <C>
Cosmetics/Perfumes
- ----------------------------------------------------------------------------------------------------------------------
5
- ----------------------------------------------------------------------------------------------------------------------
C201A 110)              845.3      750.5     12.6  41.3          845.3      750.5     12.6   509    452      0     0
C108 110)               630.7      602.4      4.7  30.8          630.7      602.4      4.7   900    859      0     7
Comp Sub-Totals:      1,475.9    1,352.9      9.1              1,475.9    1,352.9      9.1   625    573
- ----------------------------------------------------------------------------------------------------------------------
C123 110)               570.6      320.1     78.2  27.9          570.6      320.1     78.2   674    378      0     5
Non Comp Sub-Totals     570.6      320.1     78.2                570.6      320.1     78.2   674    378
- ----------------------------------------------------------------------------------------------------------------------
Non Comp Sub Totals   2,046.6    1,673.1     22.3              2,046.6    1,673.1     22.3   638    522
======================================================================================================================
Category Totals:      2,046.6    1,673.1     22.3              2,046.6    1,673.1     22.3   638    522
======================================================================================================================
</TABLE>

                                       2
<PAGE>

                               SABEY CORPORATION


                        MONTHLY MANAGEMENT SALES REPORT
                               AS OF DECEMBER '96
                       (ALL SALES ARE ROUNDED TO 1000'S)


Select By: Unit Ref 110-B101 110-Q203    E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                  E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                E3 - Sales Category %'s              
Comp Only: No                            E4 - Property Sales %'s              
                                         E5 - Estimated Annual Sales Growth % 
                                         

<TABLE>
<CAPTION>
    UNIT         OCCUPANT        OPEN             CLOSE            CURRENT MONTH SALES     %
    NO.            NAME          DATE      GLA     DATE     CAT%      1996   1995       CHANGE
- ----------- ----------------- ---------- ------- ------- --------- --------- --------- --------
<S>         <C>               <C>        <C>     <C>     <C>       <C>       <C>       <C>
Hair Care
- -----------------------------------------------------------------------------------------------
               Hair Care                    37
- -----------------------------------------------------------------------------------------------
C111 110)   Beauty Works       10/22/92   1750           26.0          71.3      63.2    12.9
C117 110)   Mastercuts #478     2/12/92   1052           15.6          29.9      31.7    -5.7
C105 110)   N.W. Beauty Sup    11/25/91   1406           20.9          86.7      91.7    -5.5
C207 110)   Regis Hairstyli     9/15/91   1221           18.2          53.2      45.5    16.8
C203 110)   System Seven #4    12/17/91   1297           19.3          14.6      21.5   -32.0
Comp Sub-Totals:                          6726                        255.7     253.6     0.8
==============================================================================================
Category Totals                           6726                        255.7     253.6     0.8
==============================================================================================



<CAPTION>
                YEAR-TO-DATE                               FULL YEAR
    UNIT            SALES             %       1996           SALES             %     1996   1995    1996   BKP
    NO.        1996       1995     CHANGE     %CAT      1996       1995     CHANGE   $/SF   $/SF   BKP/SF   %
- ----------- ---------- ---------- -------- --------- ---------- ---------- -------- ------ ------ ------- ----
<S>         <C>        <C>        <C>      <C>       <C>        <C>        <C>      <C>    <C>    <C>     <C>
Hair Care
- --------------------------------------------------------------------------------------------------------------
C111 110)       636.3      551.4    15.4       24.8      636.3      551.4    15.4    364    315      0     6
C117 110)       336.9      343.3    -1.9       13.1      336.9      343.3    -1.9    320    326      0     6
C105 110)       857.9      842.6     1.8       33.5      857.9      842.6     1.8    610    599      0     7
C207 110)       568.6      475.4    19.6       22.2      568.6      475.4    19.6    466    389      0     6
C203 110)       162.9      211.0   -22.8        6.4      162.9      211.0   -22.8    126    163      0     6
Comp          2,562.4    2,423.8     5.7               2,562.4    2,423.8     5.7    381    360
Sub-Totals:
==============================================================================================================
Category      2,562.4    2,423.8     5.7               2,562.4    2,423.8     5.7    381    360
Totals
==============================================================================================================

</TABLE>

                                       3
<PAGE>

                               SABEY CORPORATION


                        MONTHLY MANAGEMENT SALES REPORT
                               AS OF DECEMBER '96
                       (ALL SALES ARE ROUNDED TO 1000'S)


Select By: Unit Ref 110-B101 110-Q203      E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                    E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                  E3 - Sales Category %'s              
Comp Only: No                              E4 - Property Sales %'s              
                                           E5 - Estimated Annual Sales Growth % 
                                           
<TABLE>
<CAPTION>
    UNIT           OCCUPANT          OPEN              CLOSE            CURRENT MONTH SALES      %
    NO.              NAME            DATE      GLA      DATE     CAT%      1996    1995       CHANGE
- ----------- --------------------- ---------- ------- --------- -------- ---------- --------- --------
<S>         <C>                   <C>        <C>     <C>       <C>      <C>        <C>       <C>
Other Retail
- -----------------------------------------------------------------------------------------------------
8           Other Retail                         38
- -----------------------------------------------------------------------------------------------------
C214 110)   General Nutriti         6/04/93    1114                9.0      48.3       42.1    14.7
C114 110)   Kay Bee Toys #8         1/17/95    3570               28.7     378.5      379.4    -0.2
C101 110)   Learning World          1/29/92    3188               25.6      80.7      107.3   -24.8
C111 110)   Pilgrims Nutrit         5/06/91    1792               14.4      53.1       56.2    -5.6
C127 110)   Schlosser's Flo         5/01/91     722                5.8      12.3       12.0     2.4
Comp Sub-Totals                               10386                        572.8      597.0    -4.1
- ------------------------------------------------------------------------------------------------------
C105 110)   AT & T Phone Center
            CLOSED                  8/01/88      NA   4/15/96                 NA         NA      NA
C201 110)   Bag & Bauble CLOSED     7/26/93      NA   3/18/95                 NA         NA      NA
C115 110)   Kay Bee Toys #8
            CLOSED                 10/20/84      NA   1/17/95                 NA         NA      NA
C105 110)   Phone Center, T         7/08/96    2057               16.5      96.1         NA      NA
Non Comp Sub-Totals                            4114                         96.1        0.0
- -----------------------------------------------------------------------------------------------------
Sub Category Totals                           12443                        668.9      597.0    12.0
=====================================================================================================
Category Totals                               14500                        668.9      597.0    12.0
=====================================================================================================



<CAPTION>
                YEAR-TO-DATE                                  FULL YEAR
    UNIT            SALES              %         1996           SALES              %       1996   1995    1996   BKP
    NO.        1996       1995       CHANGE      %CAT      1996       1995       CHANGE    $/SF   $/SF   BKP/SF   %
- ----------- ---------- ---------- ----------- --------- ---------- ---------- ----------- ------ ------ ------- ----
<S>         <C>        <C>        <C>         <C>       <C>        <C>        <C>         <C>    <C>    <C>     <C>
Other
- --------------------------------------------------------------------------------------------------------------------
Retail
- --------------------------------------------------------------------------------------------------------------------
8
- --------------------------------------------------------------------------------------------------------------------
C214 110)       518.1      421.7        22.9      16.2      518.1      421.7        22.9   465    379       0    6
C114 110)     1,107.9      997.8        11.0      34.5    1,107.9      997.8        11.0   310    279       0    5
C101 110)       594.9      741.5       -19.8      18.5      594.9      741.5       -19.8   187    233       0    5
C111 110)       579.6      591.0        -1.9      18.1      579.6      591.0        -1.9   323    330       0    7
C127 110)       115.8      114.6         1.0       3.6      115.8      114.6         1.0   160    159       0    3
Comp          2,916.4    2,866.7         1.7              2,916.4    2,866.7         1.7   281    276
Sub-Totals
- --------------------------------------------------------------------------------------------------------------------
C105 110)          NA         NA         NA         NA         NA         NA          NA    NA     NA      NA   NA
C201 110)          NA       12.3         NA         NA         NA       12.3          NA    NA      8      NA    6
C115 110)
                   NA         NA         NA         NA         NA         NA          NA    NA     NA      NA    6
C105 110)       291.4         NA         NA        9.1      291.4         NA          NA   142     NA     486    6
Non Comp        291.4       12.3    2,265.3                 291.3       12.3     2,265.3    71      8
Sub-Totals
- --------------------------------------------------------------------------------------------------------------------
Sub           3,207.7    2,879.0       11.4               3,207.7    2,879.0       11.4    221    243
Category Total
====================================================================================================================
Category      3,207.7    2,879.0       11.4               3,207.7    2,879.0       11.4    221    243
Totals
====================================================================================================================
</TABLE>

                                       4
<PAGE>

                               SABEY CORPORATION


                        MONTHLY MANAGEMENT SALES REPORT
                               AS OF DECEMBER '96
                       (ALL SALES ARE ROUNDED TO 1000'S)


Select By: Unit Ref 110-B101 110-Q203     E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                   E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                 E3 - Sales Category %'s              
Comp Only: No                             E4 - Property Sales %'s              
                                          E5 - Estimated Annual Sales Growth % 
                                          

<TABLE>
<CAPTION>
    UNIT         OCCUPANT        OPEN             CLOSE            CURRENT MONTH SALES      %
    NO.            NAME          DATE      GLA     DATE     CAT%      1996   1995         CHANGE
- ----------- ----------------- ---------- ------- ------- --------- --------- --------- -----------
<S>         <C>               <C>        <C>     <C>     <C>       <C>       <C>       <C>
Optical
- --------------------------------------------------------------------------------------------------
9           Optical                         39
- --------------------------------------------------------------------------------------------------
C209 110)   Eye Masters #13     5/08/92   3730           42.2          57.9      80.4      -27.9
C109 110)   Lens Lab #005      11/01/88   4048           45.8          72.1     104.1      -30.7
C215 110)   Vista Optical #     3/04/92   1068           12.1          38.1      49.1      -22.5
Comp Sub-Totals                           8846                        168.2     233.6      -28.0
==================================================================================================
Category Totals                           8846                        168.2     233.6      -28.0
==================================================================================================



<CAPTION>
                YEAR-TO-DATE                                 FULL YEAR
    UNIT            SALES              %        1996           SALES              %      1996   1995    1996   BKP
    NO.        1996       1995      CHANGE      %CAT      1996       1995      CHANGE    $/SF   $/SF   BKP/SF   %
- ----------- ---------- ---------- ---------- --------- ---------- ---------- ---------- ------ ------ ------- ----
<S>         <C>        <C>        <C>        <C>       <C>        <C>        <C>        <C>    <C>    <C>     <C>
Optical
- ------------------------------------------------------------------------------------------------------------------
9
- ------------------------------------------------------------------------------------------------------------------
C209 110)       972.7      953.3       2.0   34.1          972.7      953.3       2.0    261    256      0     5
C109 110)     1,169.7    1,395.6     -16.2   41.0        1,169.7    1,395.6     -16.2    289    345      0     4
C215 110)       709.6      634.2      11.9   24.9          709.6      634.2      11.9    664    594      0     7
Comp          2,852.0    2,983.2      -4.4               2,852.0    2,983.2      -4.4    322    337
Sub-Totals
==================================================================================================================
Category      2,852.0    2,983.2      -4.4               2,852.0    2,983.2      -4.4    322    337
Totals
==================================================================================================================
</TABLE>

                                       5

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                               AS OF DECEMBER '96
                       (ALL SALES ARE ROUNDED TO 1000'S)


Select By: Unit Ref 110-B101 110-Q203    E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                  E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                E3 - Sales Category %'s              
Comp Only: No                            E4 - Property Sales %'s              
                                         E5 - Estimated Annual Sales Growth % 
                                         

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
    UNIT           OCCUPANT         OPEN             CLOSE            CURRENT MONTH SALES      %
     NO.             NAME           DATE      GLA     DATE     CAT%      1996   1995        CHANGE
- ----------------------------------------------------------------------------------------------------
<S>          <C>                 <C>        <C>     <C>     <C>       <C>       <C>       <C>
Personal Services                              40
- ----------------------------------------------------------------------------------------------------
0            Personal Services
148 110)     Kiddie Kandids        2/26/92    811               14.9      50.7      48.6        4.4
213 110)     Portraits To Go      12/31/91   1566               28.8      28.8      34.7      -17.1
114 110)     Saad Shoe Repai       9/03/91    576               10.6      15.2      17.2      -11.4
121 110)     Washington One       12/01/84   1177               21.7      20.0      26.4      -24.2
Comp Sub-Totals:                             4130                        114.7     126.9       -9.6
- ----------------------------------------------------------------------------------------------------
202 110)     Hi-Tek Nails         12/22/95    939               17.3      20.7       1.5     1306.1
211 110)     It's A Wrap!          6/01/95    363                6.7      19.8      28.5      -30.6
Non Comp Sub-Totals                          1302                         40.4      30.0       34.9
- ----------------------------------------------------------------------------------------------------
Sub Category Totals                          5432                        155.1     156.9       -1.1
====================================================================================================
Category Totals:                             5432                        155.1     156.9       -1.1
====================================================================================================

<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
                 YEAR-TO-DATE                                   FULL YEAR
    UNIT             SALES               %         1996           SALES               %       1996   1995    1996   BKP
     NO.        1996       1995       CHANGE       %CAT      1996       1995       CHANGE     $/SF   $/SF   BKP/SF   %
- -----------------------------------------------------------------------------------------------------------------------
<S>          <C>        <C>        <C>          <C>       <C>        <C>        <C>          <C>    <C>    <C>     <C>
Personal Services
- -----------------------------------------------------------------------------------------------------------------------
0
148 110)         312.1      321.6         -2.9      26.0      312.1      321.6         -2.9   385    397       0     7
213 110)         278.4      335.4        -17.0      23.2      278.4      335.4        -17.0   178    214       0     6
114 110)         185.6      194.5         -4.6      15.5      185.6      194.5         -4.6   322    338       0     8
121 110)         185.9      237.2        -21.6      15.5      185.9      237.2        -21.6   158    202       0     6
Comp         
Sub-Totals:      962.0    1,088.7        -11.6                962.0    1,088.7        -11.6   233    264
- -----------------------------------------------------------------------------------------------------------------------
202 110)         183.6        1.5      12392.       15.3      183.6        1.5      12392.    196     NA       0     8
211 110)          55.4       60.0         -7.7       4.6       55.4       60.0         -7.7   153    165     242    10
Non Comp    
Sub-Totals       239.0       61.5        288.6                239.0       61.5        288.6   184    169
- -----------------------------------------------------------------------------------------------------------------------
Sub Category  
Totals         1,201.0    1,150.2          4.4              1,201.0    1,150.2          4.4   221    256
=======================================================================================================================
Category   
Totals:        1,201.0    1,150.2          4.4              1,201.0    1,150.2          4.4   221    256
======================================================================================================================= 
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                               AS OF DECEMBER '96
                       (ALL SALES ARE ROUNDED TO 1000'S)


Select By: Unit Ref 110-B101 110-Q203    E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                  E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                E3 - Sales Category %'s              
Comp Only: No                            E4 - Property Sales %'s              
                                         E5 - Estimated Annual Sales Growth % 
                                         

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
                                                                          CURRENT MONTH
    UNIT          OCCUPANT         OPEN              CLOSE                    SALES           %
     NO.            NAME           DATE      GLA      DATE      CAT%      1996   1995      CHANGE
- --------------------------------------------------------------------------------------------------
<S>          <C>                <C>        <C>     <C>       <C>        <C>      <C>      <C>
Offices                                       46
- --------------------------------------------------------------------------------------------------
5            Offices
219 110)     Consumer Opinion     9/28/95   2045             100.0           NA       NA      NA
103 110)     Consumer Opinion  
             CLOSED              10/01/95     NA   1/29/95                   NA       NA      NA
Non Comp Sub-Totals                         2045                            0.0      0.0
==================================================================================================
Category Totals:                            2045                            0.0      0.0
==================================================================================================

<CAPTION>
- ----------------------------------------------------------------------------------------------------
               YEAR-TO-DATE                        FULL YEAR
    UNIT           SALES           %     1996        SALES           %     1996   1995    1996   BKP
     NO.       1996     1995    CHANGE   %CAT    1996     1995    CHANGE   $/SF   $/SF   BKP/SF   %
- ----------------------------------------------------------------------------------------------------
<S>          <C>      <C>      <C>      <C>    <C>      <C>      <C>      <C>    <C>    <C>     <C>
Offices
- ----------------------------------------------------------------------------------------------------
5
219 110)          NA       NA    NA      NA        0.0       NA      NA      0     NA     NA     NA
103 110)          NA       NA    NA      NA         NA       NA      NA     NA     NA     NA     NA
Non Comp    
Sub-Totals       0.0      0.0                      0.0      0.0              0      0
====================================================================================================
Category   
Totals:          0.0      0.0                     (0.0      0.0             -0      0
====================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                               AS OF DECEMBER '97
                       (ALL SALES ARE ROUNDED TO 1000'S)


Select By: Unit Ref 110-B101 110-Q203    E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                  E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                E3 - Sales Category %'s              
Comp Only: No                            E4 - Property Sales %'s              
                                         E5 - Estimated Annual Sales Growth % 
                                         
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
   UNIT         OCCUPANT        OPEN                CLOSE             CURRENT MONTH SALES        %
    NO.           NAME          DATE       GLA       DATE    CAT%      1997     1996          CHANGE
- -----------------------------------------------------------------------------------------------------
<S>        <C>               <C>        <C>       <C>       <C>    <C>          <C>          <C>
Kiosks                                       48
- -----------------------------------------------------------------------------------------------------
           Kiosks
4 110)     Sportz Heros Me   11/254/9        NA    1/01/95                 NA            NA       NA
           CLOSED
Non Comp Sub-Totals                           0                            0.0          0.0
- -----------------------------------------------------------------------------------------------------
Category Totals:                              0                            0.0          0.0
=====================================================================================================
GRAND TOTAL                              368511                       16,355.6     16,437.4     -0.5
=====================================================================================================
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
                 YEAR-TO-DATE                                FULL YEAR
   UNIT              SALES               %     1996            SALES               %     1996   1995    1996   BKP
    NO.        1996         1995      CHANGE   %CAT      1996         1995      CHANGE   $/SF   $/SF   BKP/SF   %
- ------------------------------------------------------------------------------------------------------------------
<S>        <C>          <C>          <C>      <C>    <C>          <C>          <C>      <C>    <C>    <C>     <C>
Kiosks
- ------------------------------------------------------------------------------------------------------------------
4 110)              NA           NA       NA     NA           NA           NA       NA    NA     NA     NA     6
Non Comp    
Sub-Totals         0.0          0.0                          0.0          0.0             NA      0
- ------------------------------------------------------------------------------------------------------------------
Category  
Totals:            0.0          0.0                         (0.0          0.0             -1      0
==================================================================================================================
GRAND   
TOTAL         91,565.2     88,550.1      3.4            91,565.2     88,550.1      3.4   248    255
==================================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                               AS OF DECEMBER '97
                       (ALL SALES ARE ROUNDED TO 1000'S)


Select By: Unit Ref 110-B101 110-Q203    E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                  E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                E3 - Sales Category %'s              
Comp Only: No                            E4 - Property Sales %'s              
                                         E5 - Estimated Annual Sales Growth % 
                                         

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
    UNIT           OCCUPANT         OPEN             CLOSE             CURRENT MONTH SALES      %
     NO.             NAME           DATE      GLA     DATE     CAT%       1997   1996        CHANGE
- -----------------------------------------------------------------------------------------------------
<S>          <C>                 <C>       <C>      <C>     <C>        <C>       <C>       <C>
Department Stores                              02
- -----------------------------------------------------------------------------------------------------
02           Department Stores
001 110)     Bumpers Fun Cen     1/17/92    30000           100.0      64.5      72.3       -10.8
Comp Sub-Totals:                            30000                      64.5      72.3       -10.8
- -----------------------------------------------------------------------------------------------------
Category Totals:                            30000                      64.5      72.3       -10.8
=====================================================================================================

<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
                 YEAR-TO-DATE                                  FULL YEAR
    UNIT             SALES              %        1996            SALES              %      1996   1995    1996   BKP
     NO.        1996       1995      CHANGE      %CAT       1996       1995      CHANGE    $/SF   $/SF   BKP/SF   %
- --------------------------------------------------------------------------------------------------------------------
<S>          <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>    <C>    <C>     <C>
Department Stores
- --------------------------------------------------------------------------------------------------------------------
02
001 110)     710.5      822.4       -13.6     100.0      710.5      822.4       -13.6      24     27    M-S-D
Comp         
Sub-Totals:  710.5      822.4       -13.6                710.5      822.4       -13.6      24     27
- --------------------------------------------------------------------------------------------------------------------
Category  
Totals:      710.5      822.4       -13.6                710.5      822.4       -13.6      24     27
====================================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                               AS OF DECEMBER '97
                       (ALL SALES ARE ROUNDED TO 1000'S)


Select By: Unit Ref 110-B101 110-Q203    E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                  E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                E3 - Sales Category %'s              
Comp Only: No                            E4 - Property Sales %'s              
                                         E5 - Estimated Annual Sales Growth % 
                                         
<TABLE>
<CAPTION>
=====================================================================================================
    UNIT          OCCUPANT        OPEN               CLOSE            CURRENT MONTH SALES       %
     NO.            NAME          DATE      GLA      DATE      CAT%      1996    1995        CHANGE
- -----------------------------------------------------------------------------------------------------
<S>          <C>               <C>        <C>     <C>        <C>      <C>        <C>       <C>
Specialty Food                                04
- -----------------------------------------------------------------------------------------------------
4            Specialty Food
105 110)     Baskin-Robbins      3/04/92     684                 6.8      22.0       21.9        0.4
101 110)     Candy 'N Carmel     2/01/85     550                 5.5      18.6       20.8      -10.4
103 110)     Candy Barrel, T     7/15/92    1022                10.2      17.9       22.9      -21.8
118 110)     Cinnabon #84       10/26/91     758                 7.5      83.6       88.7       -5.7
123 110)     Espress-o           7/18/93     231                 2.3      22.6       23.5       -3.6
137 110)     Gloria Jean's C    11/29/91    1076                10.7      65.7       82.7      -20.5
129 110)     Mrs. Fields Coo     5/23/91     721                 7.2      26.4       34.2      -22.6
117 110)     Orange Julius       3/21/91    1295                12.9      60.0       63.2       -5.0
109 110)     Pretzel Time       10/27/92     501                 5.0      38.6       43.3      -10.7
110 110)     Surf City Squee     6/27/92     420                 4.2      27.1       26.0        4.3
101 110)     Sweet Factory #    11/18/93     848                 8.4      40.6       48.0      -15.3
115 110)     Thomas Hammer C    12/04/93    1058                10.5      45.3       44.3        2.1
115 110)     Tipton's Gourme    10/01/84     700                 7.0      66.9       76.4      -12.5
Comp Sub-Totals:                            9864                         535.5      595.8      -10.1
- -----------------------------------------------------------------------------------------------------
217A 110)    Cold Stone Crea    11/29/95      NA   11/02/96                 NA         NA         NA
             CLOSED
 02 110)     LaCrepe            12/03/96     185                 1.8       8.3        4.1      104.2
Non-Comp Sub-Totals                          185                           8.3        4.1      104.2
- -----------------------------------------------------------------------------------------------------
Sub Category Totals                        10049                         543.8      599.8       -9.3
=====================================================================================================
Category Totals:                           10049                         543.8      599.8       -9.3
=====================================================================================================

<CAPTION>
==================================================================================================================
                 YEAR-TO-DATE                                FULL YEAR
    UNIT             SALES              %       1997           SALES              %      1997   1996    1997   BKP
     NO.        1997       1996      CHANGE     %CAT      1997       1996      CHANGE    $/SF   $/SF   BKP/SF   %
- ------------------------------------------------------------------------------------------------------------------
<S>          <C>        <C>        <C>        <C>      <C>        <C>        <C>        <C>    <C>    <C>     <C>
Specialty Food
- ------------------------------------------------------------------------------------------------------------------
4
105 110)         243.3      241.9        0.6      6.7      243.3      241.9        0.6   356    354       0
101 110)         164.8      173.4       -5.0      4.5      164.8      173.4       -5.0   300    315       0
103 110)         136.1      149.8       -9.1      3.7      136.1      149.8       -9.1   133    147       0
118 110)         527.2      583.6       -9.7     14.5      527.2      583.6       -9.7   696    770       0
123 110)         154.6      163.2       -5.3      4.2      154.6      163.2       -5.3   669    706       0
137 110)         286.0      336.8      -15.1      7.8      286.0      336.8      -15.1   266    313       0
129 110)         227.0      233.4       -2.8      6.2      227.0      233.4       -2.8   315    324       0
117 110)         410.6      404.7        1.4     11.3      410.6      404.7        1.4   317    313       0
109 110)         320.9      303.1        5.9      8.8      320.9      303.1        5.9   640    605       0
110 110)         235.5      240.3       -2.0      6.5      235.5      240.3       -2.0   561    572       0
101 110)         275.1      280.5       -1.9      7.5      275.1      280.5       -1.9   324    331       0
115 110)         279.9      233.8       19.7      7.7      279.9      233.8       19.7   265    221     M-S-D
115 110)         328.0      319.1        2.8      9.0      328.0      319.1        2.8   469    456       0
Comp        
Sub-Totals:    3,588.9    3,663.9       -2.0             3,588.9    3,663.9       -2.0   364    371
- ------------------------------------------------------------------------------------------------------------------
217A 110)           NA      106.6         NA       NA         NA      106.6         NA    NA    119      NA
 02 110)          56.1        4.1     1281.2      1.5       56.1        4.1     1281.2   303     NA       0
Non-Comp    
Sub-Totals        56.1      110.6      -49.2                56.1      110.6      -49.2   303    124
- ------------------------------------------------------------------------------------------------------------------
Sub Category 
Totals         3,645.0    3,774.5       -3.4             3,645.0    3,774.5       -3.4   363    351
==================================================================================================================
Category 
Totals:        3,645.0    3,774.5       -3.4             3,645.0    3,774.5       -3.4   363    351
==================================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                               AS OF DECEMBER '97
                       (ALL SALES ARE ROUNDED TO 1000'S)

Select By: Unit Ref 110-B101 110-Q203    E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                  E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                E3 - Sales Category %'s              
Comp Only: No                            E4 - Property Sales %'s              
                                         E5 - Estimated Annual Sales Growth % 
                                         

<TABLE>
<CAPTION>
=================================================================================================
    UNIT         OCCUPANT        OPEN              CLOSE             CURRENT MONTH SALES     %
    NO.            NAME          DATE     GLA      DATE       CAT%      1997   1996       CHANGE
- -------------------------------------------------------------------------------------------------
<S>         <C>               <C>       <C>     <C>        <C>       <C>       <C>       <C>
Restaurant
- -------------------------------------------------------------------------------------------------
            Restaurant                                       06
C105 110)   Pickle Barrel     3/01/91     2141             16.7          49.4      53.4     -7.5
Comp Sub-Totals                           2141                           49.4      53.4     -7.5
- -------------------------------------------------------------------------------------------------
C110 110)   Sports Heroes o   8/15/96    10684  12/28/97   83.3         126.8     190.8    -33.5
Non Comp Sub-Totals                      10684                          126.8     190.8    -33.5
- -------------------------------------------------------------------------------------------------
Sub Category Totals                      12825                          176.1     244.2    -27.9
=================================================================================================
Category Totals:                         12825                          176.1     244.2    -27.9
=================================================================================================

<CAPTION>
==============================================================================================================
    UNIT     YEAR-TO-DATE SALES       %       1997      FULL YEAR SALES        %     1997   1996    1997   BKP
    NO.        1997       1996     CHANGE     %CAT      1997       1997     CHANGE   $/SF   $/SF   BKP/SF   %
- --------------------------------------------------------------------------------------------------------------
<S>         <C>        <C>        <C>      <C>       <C>        <C>        <C>      <C>    <C>    <C>     <C>
Restaurant
- --------------------------------------------------------------------------------------------------------------
C105 110)       380.9      409.0    -6.9   27.9          380.9      409.0    -6.9    178    191      NA
Comp            380.9      409.0    -6.9                 380.9      409.0    -6.9    178    191
Sub-Totals
- --------------------------------------------------------------------------------------------------------------
C110 110)       983.9      600.2    63.9   72.1          983.9      600.2    63.9     92     56      0
Non Comp    
Sub-Totals      983.9      600.2    63.9                 983.9      600.2    63.9     92     56
- --------------------------------------------------------------------------------------------------------------
Sub      
Category
Totals        1,364.8    1,009.2    35.2               1,364.8    1,009.2    35.2    106     79
==============================================================================================================
Category 
Totals:       1,364.8    1,009.2    35.2               1,364.8    1,009.2    35.2    106     79
==============================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                               AS OF DECEMBER '97
                       (ALL SALES ARE ROUNDED TO 1000'S)

Select By: Unit Ref 110-B101 110-Q203    E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                  E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                E3 - Sales Category %'s              
Comp Only: No                            E4 - Property Sales %'s              
                                         E5 - Estimated Annual Sales Growth % 
                                         
<TABLE>
<CAPTION>
======================================================================================================
    UNIT            OCCUPANT           OPEN              CLOSE            CURRENT MONTH SALES     %
     NO.              NAME             DATE      GLA      DATE     CAT%      1997   1996       CHANGE
- ------------------------------------------------------------------------------------------------------
<S>          <C>                    <C>        <C>     <C>       <C>      <C>       <C>       <C>
Food Court/Fast Food
- ------------------------------------------------------------------------------------------------------
             Food Court/Fast Food                                     08

C211 110)    A&W                     11/09/91    633                 8.9      58.6      61.8     -5.2
C223 110)    Arby's                   3/18/94    591                 8.3     120.9     104.5     15.7
C225 110)    Bruchi's Cheese         11/22/91    565                 7.9      50.2      59.5    -15.6
C221 110)    Edo Japan               11/10/91    540                 7.6      61.4      69.1    -11.1
C213 110)    Flaming Wok             12/18/91    503                 7.1      47.9      48.8     -1.8
C203 110)    Frankfurter             12/10/92    429                 6.0      16.6      17.6     -5.9
C205 110)    Ivar's #56              12/09/91    630                 8.9      57.5      67.6    -14.9
C215 110)    Sbarro #463             11/07/91    686                 9.6      56.4      60.7     -7.1
C209 110)    Schlotzsky's De         10/18/95    569                 8.0      31.3      37.3    -16.1
C219 110)    Taco Time                2/16/92    777                10.9      96.5     102.6     -6.0
Comp Sub-Totals                                 5923                         597.2     629.5     -5.1
- ------------------------------------------------------------------------------------------------------
C217 110)    Juicers Smoothi         12/14/96    541                 7.6      30.8      17.6     75.4
C207A 110)   Petro Chili & CLOSED     9/01/85     NA   1/20/96                  NA        NA       NA
C207 110)    Salad Garden             3/31/96    649                 9.1      24.8      20.9     19.0
Non Comp Sub-Totals                             1190                          55.6      38.4     44.8
- ------------------------------------------------------------------------------------------------------
Sub Category Totals                             7113                         652.8     667.9     -2.3
======================================================================================================
Category Totals:                                7113                         652.8     667.9     -2.3
======================================================================================================

<CAPTION>
==================================================================================================================
    UNIT      YEAR-TO-DATE SALES        %       1997      FULL YEAR SALES         %      1997   1996    1997   BKP
     NO.        1997       1996      CHANGE     %CAT      1997       1996      CHANGE    $/SF   $/SF   BKP/SF   %
- ------------------------------------------------------------------------------------------------------------------
<S>          <C>        <C>        <C>        <C>      <C>        <C>        <C>        <C>    <C>    <C>     <C>
Food Court/Fast Food
- ------------------------------------------------------------------------------------------------------------------
C211 110)        439.2      454.7       -3.4      9.0      439.2      454.7       -3.4    694    718     0
C223 110)        772.6      715.0        8.1     15.9      772.6      715.0        8.1   1307   1210     0
C225 110)        362.4      389.6       -7.0      7.4      362.4      389.6       -7.0    641    690     0
C221 110)        493.9      537.1       -8.0     10.2      493.9      537.1       -8.0    915    995     0
C213 110)        387.7      400.9       -3.3      8.0      387.7      400.9       -3.3    771    797     0
C203 110)        110.2      121.5       -9.3      2.3      110.2      121.5       -9.3    257    283     0
C205 110)        383.4      441.0      -13.1      7.9      383.4      441.0      -13.1    609    700     0
C215 110)        461.2      486.1       -5.1      9.5      461.2      486.1       -5.1    672    709     0
C209 110)        254.2      323.0      -21.3      5.2      254.2      323.0      -21.3    447    568     0
C219 110)        759.3      788.7       -3.7     15.6      759.3      788.7       -3.7    977   1015     0
Comp           4,424.1    4,657.6       -5.0             4,424.1    4,657.6       -5.0    747    786     0
Sub-Totals
- ------------------------------------------------------------------------------------------------------------------
C217 110)        244.2       17.6     1290.1      5.0      244.2       17.6     1290.1    451    NA      0
C207A 110)          NA        7.5         NA       NA         NA        7.5         NA     NA    NA     NA
C207 110)        197.4      154.4       27.8      4.1      197.4      154.4       27.8    304    238     0
Non Comp         441.5      179.5      145.9               441.5      179.5      145.9    371    277
Sub-Totals
- ------------------------------------------------------------------------------------------------------------------
Sub Category   4,865.6    4,837.2        0.6             4,865.6    4,837.2        0.6    684    736
Totals
==================================================================================================================
Category       4,865.6    4,827.2        0.6             4,865.6    4,837.2        0.6    684    736
Totals:
==================================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                               AS OF DECEMBER '97
                       (ALL SALES ARE ROUNDED TO 1000'S)

Select By: Unit Ref 110-B101 110-Q203    E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                  E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                E3 - Sales Category %'s              
Comp Only: No                            E4 - Property Sales %'s              
                                         E5 - Estimated Annual Sales Growth % 
                                         
<TABLE>
<CAPTION>
=============================================================================================================
    UNIT             OCCUPANT            OPEN              CLOSE              CURRENT MONTH SALES       %
     NO.               NAME              DATE      GLA      DATE      CAT%      1997    1996         CHANGE
- -------------------------------------------------------------------------------------------------------------
<S>          <C>                      <C>        <C>     <C>       <C>       <C>        <C>        <C>
Women's Wear
- -------------------------------------------------------------------------------------------------------------
             Women's Wear                                              10

C111 110)    Lane Bryant #65           11/07/91    7246                14.3      121.2      148.9      -18.6
C129 110)    Lerner New York           11/07/91   13331                26.3      252.7      278.2       -9.1
C101 110)    Limited Express           11/11/91   10711                21.1      175.5      179.8       -2.4
C201 110)    Mariposa #82               9/16/95    5155                10.2       77.0       82.1       -6.2
C215 110)    Modern Woman               2/13/92    5664                11.2       62.8       81.9      -23.3
C217 110)    Northern Reflec            4/28/93    2478                 4.9      142.9      191.5      -25.4
C203 110)    Rave #434                 10/11/91    2138                 4.2      108.1       95.6       13.0
C211 110)    Smart Sizes #65            7/31/92    4019                 7.9       47.3       38.8       21.7
Comp Sub-Totals:                                  50742                          987.6    1,096.9      -10.0
- -------------------------------------------------------------------------------------------------------------
C211A 110)   Jay Jacobs #22             4/17/86      NA   2/29/96                   NA         NA         NA
C225 110)    Jean Nicole #85 CLOSED     4/01/84      NA   1/31/96                   NA         NA         NA
C223 110)    Size 5-7-9 #45 CLOSED      9/01/84      NA   1/07/96                   NA         NA         NA
No Comp Sub-Totals                                    0                            0.0        0.0
- -------------------------------------------------------------------------------------------------------------
Sub Category Totals                               50742                          987.6    1,096.9      -10.0
=============================================================================================================
Category Totals:                                  50742                          987.6    1,096.9      -10.0
=============================================================================================================

<CAPTION>
===========================================================================================================================
    UNIT        YEAR-TO-DATE SALES          %        1997        FULL YEAR SALES           %      1997   1996    1997   BKP
     NO.         1997         1996       CHANGE      %CAT       1997         1996       CHANGE    $/SF   $/SF   BKP/SF   %
- ---------------------------------------------------------------------------------------------------------------------------
<S>          <C>          <C>          <C>        <C>       <C>          <C>          <C>        <C>    <C>    <C>     <C>
Women's Wear
- ---------------------------------------------------------------------------------------------------------------------------
C111 110)        1,065.7      1,269.8      -16.1      14.8      1,065.7      1,269.8      -16.1   147    175     340
C129 110)        1,579.7      1,889.9      -16.4      22.0      1,579.7      1,889.9      -16.4   119    142     340
C101 110)        1,178.2      1,453.3      -18.9      16.4      1,178.2      1,453.3      -18.9   110    136     560
C201 110)          787.8        833.2       -5.4      11.0        787.8        833.2       -5.4   153    162       0
C215 110)          634.6        791.6      -19.8      8..8        634.6        791.6      -19.8   112    140       0
C217 110)          774.1        826.5       -6.3      10.8        774.1        826.5       -6.3   312    334       0
C203 110)          756.7        711.7        6.3      10.5        756.7        711.7        6.3   354    333       0
C211 110)          413.7        407.2        1.6       5.8        413.7        407.2        1.6   103    101       0
Comp             7,190.5      8,183.2      -12.1                7,190.5      8,183.2      -12.1   142    161
Sub-Totals:
- ---------------------------------------------------------------------------------------------------------------------------
C211A 110)            NA           NA         NA        NA           NA           NA         NA    NA     NA      NA    NA
C225 110)             NA         26.7         NA        NA           NA         26.7         NA    NA      5      NA
C223 110)             NA          5.1         NA        NA           NA          5.1         NA    NA      1      NA
No Comp              0.0         31.8     -100.0                    0.0         31.8     -100.0    NA      3
Sub-Totals
- ---------------------------------------------------------------------------------------------------------------------------
Sub Category     7,190.5      8,215.0      -12.5                7,190.5      8,215.0      -12.5   142    135
Totals
===========================================================================================================================
Category         7,190.5      8,215.0      -12.5                7,190.5      8,215.0      -12.5   142    135
Totals:
===========================================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                               AS OF DECEMBER '97
                       (ALL SALES ARE ROUNDED TO 1000'S)

Select By: Unit Ref 110-B101 110-Q203    E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                  E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                E3 - Sales Category %'s              
Comp Only: No                            E4 - Property Sales %'s              
                                         E5 - Estimated Annual Sales Growth % 
                                         
<TABLE>
<CAPTION>
=================================================================================================
    UNIT          OCCUPANT         OPEN             CLOSE            CURRENT MONTH SALES     %
    NO.             NAME           DATE      GLA     DATE     CAT%      1997   1996       CHANGE
- -------------------------------------------------------------------------------------------------
<S>         <C>                 <C>        <C>     <C>     <C>       <C>       <C>       <C>
Women's Specialty
- -------------------------------------------------------------------------------------------------
            Women's Specialty                              11

C109 110)   Motherhood Mate       4/29/94   1055           12.2          30.4      29.1      4.7
C111 110)   Swim-In              12/21/94   1063           12.3          20.4      13.7     48.9
C101 110)   Victoria's Secr      11/07/91   6521           75.5         440.8     447.0     -1.4
Comp Sub-Totals:                            8639                        491.6     489.8      0.4
- -------------------------------------------------------------------------------------------------
Category Totals:                            8639                        491.6     489.8      0.4
=================================================================================================

<CAPTION>
==============================================================================================================
    UNIT     YEAR-TO-DATE SALES       %       1997      FULL YEAR SALES        %     1997   1996    1997   BKP
    NO.        1997       1996     CHANGE     %CAT      1997       1996     CHANGE   $/SF   $/SF   BKP/SF   %
- --------------------------------------------------------------------------------------------------------------
<S>         <C>        <C>        <C>      <C>       <C>        <C>        <C>      <C>    <C>    <C>     <C>
Women's Specialty
- --------------------------------------------------------------------------------------------------------------
C109 110)       303.6      291.5  4.1      10.8          303.6      291.5  4.1       288    276       0
C111 110)       313.3      299.4  4.7      11.1          313.3      299.4  4.7       295    282     357
C101 110)     2,197.7    2,141.0  2.6      78.1        2,197.7    2,141.0  2.6       337    328     340
Comp          2,814.6    2,731.9  3.0                  2,814.6    2,731.9  3.0       326    316
Sub-Totals:
- --------------------------------------------------------------------------------------------------------------
Category      2,814.6    2,731.9  3.0                  2,814.6    2,731.9  3.0       326    316
Totals:
==============================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                               AS OF DECEMBER '97
                       (ALL SALES ARE ROUNDED TO 1000'S)

Select By: Unit Ref 110-B101 110-Q203    E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                  E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                E3 - Sales Category %'s              
Comp Only: No                            E4 - Property Sales %'s              
                                         E5 - Estimated Annual Sales Growth % 
                                         
<TABLE>
<CAPTION>
==========================================================================================================
    UNIT            OCCUPANT            OPEN              CLOSE              CURRENT MONTH SALES      %
    NO.               NAME              DATE      GLA      DATE      CAT%      1997    1996        CHANGE
- ----------------------------------------------------------------------------------------------------------
<S>         <C>                      <C>        <C>     <C>       <C>       <C>        <C>        <C>
Men's Wear
- ----------------------------------------------------------------------------------------------------------
            Men's Wear                             12

C103 110)   Hamer's                  11/09/94    3025             34.2          132.3      130.2      1.6
C105 110)   Mr. Rage                 12/11/91    1522             17.2           88.2      102.6    -14.0
C203 110)   Structure #115           11/11/91    4288             48.5          125.5      131.2     -4.3
Comp Sub-Totals:                                 8835                           346.1      364.0     -4.9
- ----------------------------------------------------------------------------------------------------------
C211 110)   J. Riggings #76 CLOSED   12/13/91      NA   1/16/91                    NA         NA       NA
Non Comp Sub-Totals                                 0                             0.0        0.0
- ----------------------------------------------------------------------------------------------------------
Sub Category Totals                              8835                           346.1      364.0     -4.9
==========================================================================================================
Category Totals:                                 8835                           346.1      364.0     -4.9
==========================================================================================================

<CAPTION>
======================================================================================================================
    UNIT     YEAR-TO-DATE SALES        %        1997      FULL YEAR SALES         %        1997     1996    1997   BKP
    NO.        1997       1996      CHANGE      %CAT      1997       1996      CHANGE      $/SF     $/SF   BKP/SF   %
- ----------------------------------------------------------------------------------------------------------------------
<S>         <C>        <C>        <C>        <C>       <C>        <C>        <C>        <C>        <C>    <C>     <C>
Men's Wear
- ----------------------------------------------------------------------------------------------------------------------
C103 110)       870.2      813.1        7.0  39.1          870.2      870.2      813.1        7.0   288     269    0
C105 110)       716.6      741.8       -3.4  32.2          716.6      716.6      741.8       -3.4   471     487    0
C203 110)       636.0      687.3       -7.5  28.6          636.0      636.0      687.3       -7.5   148     160    0
Comp          2,222.8    2,242.2       -0.9              2,222.8    2,222.8    2,242.2       -0.9   252     254
Sub-Totals:
- ----------------------------------------------------------------------------------------------------------------------
C211 110)          NA       23.7         NA    NA             NA         NA       23.7         NA    NA      12   NA
Non Comp          0.0       23.7     -100.0                  0.0        0.0       23.7     -100.0    NA      12
Sub-Totals
- ----------------------------------------------------------------------------------------------------------------------
Sub           2,222.8    2,265.9       -1.9              2,222.8    2,265.9    2,265.9       -1.9   252     209
Category
Totals
======================================================================================================================
Category      2,222.8    2,265.9       -1.9              2,222.8    2,265.9    2,265.9       -1.9   252     209
Totals:
======================================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                               AS OF DECEMBER '97
                       (ALL SALES ARE ROUNDED TO 1000'S)

Select By: Unit Ref 110- 110-Q203        E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                  E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                E3 - Sales Category %'s              
Comp Only: No                            E4 - Property Sales %'s              
                                         E5 - Estimated Annual Sales Growth % 
                                         
<TABLE>
<CAPTION>
=========================================================================================================
   UNIT           OCCUPANT            OPEN               CLOSE              CURRENT MONTH SALES      %
   NO.              NAME              DATE      GLA      DATE       CAT%      1997    1996        CHANGE
- ---------------------------------------------------------------------------------------------------------
<S>       <C>                      <C>        <C>     <C>        <C>       <C>        <C>        <C>
Unisex                                            14
- ---------------------------------------------------------------------------------------------------------
          Unisex

21 110)   Gap, The #7502             8/14/92    5865                 19.0      600.2      532.8     12.7
21 110)   Hot Topic #28              6/28/95    1124                  3.7      130.9      142.4     -8.1
25 110)   Jay Jacobs #22             3/04/96    4996                 16.2      135.5      112.0     21.0
17 110)   Maurices #342/J           11/21/91    8881                 28.8       90.6      114.8    -21.1
43 110)   Pacific Sunwear           11/11/92    1697                  5.5       72.2       63.4     13.8
07 110)   Zumiez                     3/26/92    2018                  6.6      171.1      180.4     -5.2
Comp Sub-Totals:                               24581                         1,200.5    1,145.7      4.8
- ---------------------------------------------------------------------------------------------------------
01 110)   Above the Belt               NA          NA                  NA         NA         NA       NA
41 110)   County Seat #66 Closed     3/29/92       NA   12/30/96                59.3       59.3       NA
13 110)   Eddie Bauer                7/26/96    6208                 20.2      416.5      594.7    -30.0
Non Comp Sub-Totals:                            6208                           416.5      654.0    -36.3
- ---------------------------------------------------------------------------------------------------------
Sub Category Totals                            30789                         1,616.9    1,799.7    -10.2
=========================================================================================================
Category Totals:                               30789                         1,616.9    1,799.7    -10.2
=========================================================================================================

<CAPTION>
====================================================================================================================
                YEAR-TO-DATE                                   FULL YEAR
   UNIT             SALES               %       1997             SALES               %     1997   1996    1997   BKP
   NO.        1997         1996      CHANGE     %CAT       1997         1996      CHANGE   $/SF   $/SF   BKP/SF   %
- --------------------------------------------------------------------------------------------------------------------
<S>       <C>          <C>          <C>      <C>       <C>          <C>          <C>      <C>    <C>    <C>     <C>
Unisex
- --------------------------------------------------------------------------------------------------------------------
21 110)       3,676.5      3,497.5      5.1      36.1      3,676.5      3,497.5      5.1   627    596      0
21 110)         732.3        698.4      4.8       7.2        732.3        698.4      4.8   652    621      0
25 110)         917.4        829.4     10.6       9.0        917.4        829.4     10.6   184    166      0
17 110)         736.1        728.0      1.1       7.2        736.1        728.0      1.1    83     82      0
43 110)         576.4        473.3     21.8       5.7        576.4        473.3     21.8   340    279      0
07 110)       1,222.6      1,184.0      3.3      12.0      1,222.6      1,184.0      3.3   606    587      0
Comp          7,861.2      7,410.6      6.1                7,861.2      7,410.6      6.1   320    301
Sub-Total
- --------------------------------------------------------------------------------------------------------------------
01 110)          NA           NA       NA         NA           0.0         NA       NA      NA     NA      NA
41 110)          NA          674.0     NA         NA          NA          674.0     NA      NA    177      NA
13 110)       2,331.4      1,548.0     50.6      22.9      2,331.4      1,548.0     50.6   376    249      0
Non Comp      2,331.4      2,222.0      4.9                2,331.4      2,222.0      4.9   376    222
Sub-Total
- --------------------------------------------------------------------------------------------------------------------
Sub          10,192.6     9,632,6       5.8               10,192.6      9,632.6      5.8   331    279
Category
Totals
====================================================================================================================
Category     10,192.6      9,632.6      5.8               10,192.6      9,632.6      5.8   331    279
Totals:
====================================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                               AS OF DECEMBER '97
                       (ALL SALES ARE ROUNDED TO 1000'S)

Select By: Unit Ref 110- 110-Q203        E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                  E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                E3 - Sales Category %'s              
Comp Only: No                            E4 - Property Sales %'s              
                                         E5 - Estimated Annual Sales Growth % 
                                         
<TABLE>
<CAPTION>
===================================================================================================
      UNIT          OCCUPANT       OPEN             CLOSE             CURRENT MONTH SALES      %
      NO.             NAME         DATE      GLA     DATE     CAT%      1997    1996        CHANGE
- ---------------------------------------------------------------------------------------------------
<S>             <C>             <C>        <C>     <C>     <C>       <C>        <C>        <C>
Children's Wear                               16
- ---------------------------------------------------------------------------------------------------
                Children's Wear

07 110)         GapKids #9250    11/18/94   4830           78.4          207.0      192.9      7.3
03 110)         Gymboree #241     7/03/95   3331           21.6           78.4       73.2      7.1
Comp Sub-Totals                             6161                         285.3      266.1      7.2
===================================================================================================
Category Totals                             6161                         285.3      266.1      7.2
===================================================================================================

<CAPTION>
==========================================================================================================================
                      YEAR-TO-DATE                                   FULL YEAR
      UNIT                SALES               %       1997             SALES               %     1997   1996    1997   BKP
      NO.           1997         1996      CHANGE     %CAT       1997         1996      CHANGE   $/SF   $/SF   BKP/SF   %
- --------------------------------------------------------------------------------------------------------------------------
<S>             <C>          <C>          <C>      <C>       <C>          <C>          <C>      <C>    <C>    <C>     <C>
- --------------------------------------------------------------------------------------------------------------------------
- ---------------
07 110)             1,396.2      1,265.3     10.3  67.0          1,396.2      1,265.3     10.3   289    262      0
03 110)               686.4        645.5      6.3  33.0            686.4        645.5      6.3   516    485      0
Comp Sub-Totals     2,082.5      1,910.8      9.0                2,082.5      1,910.8      9.0   338    310
==========================================================================================================================
Category Totals     2,082.5      1,910.8      9.0                2,082.5      1,910.8      9.0   338    310
==========================================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                               AS OF DECEMBER '97
                       (ALL SALES ARE ROUNDED TO 1000'S)

Select By: Unit Ref 110- 110-Q203         E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                   E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                 E3 - Sales Category %'s              
Comp Only: No                             E4 - Property Sales %'s              
                                          E5 - Estimated Annual Sales Growth % 
                                          
<TABLE>
<CAPTION>
=====================================================================================================================
        UNIT                 OCCUPANT           OPEN               CLOSE              CURRENT MONTH SALES       %
         NO.                   NAME             DATE      GLA      DATE       CAT%      1997    1996         CHANGE
- ---------------------------------------------------------------------------------------------------------------------
<S>                  <C>                     <C>        <C>     <C>        <C>       <C>        <C>        <C>
Specialty Apparel                                          18
- ---------------------------------------------------------------------------------------------------------------------
                     Specialty Apparel

07 110)              Pro-Image #240            7/01/95   2007              41.3          120.6      130.4       -7.6
05 110)              Wilsons The Lea           4/02/92   2847              58.7          218.7      236.3       -7.4
Comp Sub-Totals:                                         4854                            339.2      366.7       -7.5
- ---------------------------------------------------------------------------------------------------------------------
05 110)              R.C. Boot Barn Closed    11/23/91     NA     8/18/97                 NA         69.1       NA
03 110)              Specialtees Closed       12/06/91     NA    10/31/96                 NA         NA         NA
Non Comp Sub-Totals:                                     2608                              0.0       69.1     -100.0
- ---------------------------------------------------------------------------------------------------------------------
Sub Category Totals                                      4854                            339.2      435.8      -22.2
=====================================================================================================================
Category Totals:                                         7462                            339.2      435.8      -22.2
=====================================================================================================================

<CAPTION>
=======================================================================================================================
                         YEAR-TO-DATE                               FULL YEAR
        UNIT                 SALES             %       1997           SALES             %     1997   1996    1997   BKP
         NO.            1997       1996     CHANGE     %CAT      1997       1996     CHANGE   $/SF   $/SF   BKP/SF   %
- -----------------------------------------------------------------------------------------------------------------------
<S>                  <C>        <C>        <C>      <C>       <C>        <C>        <C>      <C>    <C>    <C>     <C>
Specialty Apparel
- -----------------------------------------------------------------------------------------------------------------------
07 110)                  532.8      537.1     -0.8  35.0          532.8      537.1     -0.8   265    268      0
05 110)                  812.7      932.1    -12.8  53.4          812.7      932.1    -12.8   285    327      0
Comp Sub-Totals:       1,345.5    1,469.2     -8.4              1,345.5    1,469.2     -8.4   277    303
- -----------------------------------------------------------------------------------------------------------------------
05 110)                  176.7      330.7    -46.6  11.6          176.7      330.7    -46.6    68    127      NA
03 110)                   NA        146.2     NA    NA             NA        146.2     NA      NA     51      NA
Non Comp Sub-Totals:     176.7      476.9    -62.9                176.7      476.9    -62.9    68     87
- -----------------------------------------------------------------------------------------------------------------------
Sub Category Totals    1,522.2    1,946.1    -21.8              1,522.2    1,946.1    -21.8   204    189
=======================================================================================================================
Category Totals:       1,522.2    1,946.1    -21.8              1,522.2    1,946.1    -21.8   204    189
=======================================================================================================================
</TABLE>

<PAGE>

                              SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                               AS OF DECEMBER '97
                       (ALL SALES ARE ROUNDED TO 1000'S)

Select By: Unit Ref 110- 110-Q203       E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                 E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat               E3 - Sales Category %'s              
Comp Only: No                           E4 - Property Sales %'s              
                                        E5 - Estimated Annual Sales Growth % 
                                        

<TABLE>
<CAPTION>
==============================================================================================================================
                                                                                                                   YEAR-TO-
                                                                                                                      DATE
        UNIT                  OCCUPANT            OPEN              CLOSE             CURRENT MONTH SALES     %      SALES
         NO.                    NAME              DATE      GLA      DATE      CAT%      1997   1996       CHANGE     1997
- ------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>                       <C>        <C>     <C>       <C>       <C>       <C>       <C>      <C>
Accesories                                                   20
- ------------------------------------------------------------------------------------------------------------------------------
                     Accessories

121 110)             After Thoughts              4/11/92    861                 15.7      52.7      57.8     -8.8      318.3
201 110)             After Thoughts              8/30/91    824                 15.1      55.7      57.5     -3.2      322.2
201 110)             Claire's #5839              8/23/91    699                 12.8      66.8      70.6     -5.3      407.8
119 110)             Silver Safari              11/20/92    396                  7.2      34.5      35.9     -4.0      142.6
109 110)             Sunglass Hut #1             4/01/95    603                 11.0      33.5      49.1    -31.6      407.3
211 110)             Sunglass Hut #1            11/16/91    741                 13.5      17.1      20.6    -17.0      235.3
Comp Sub-Totals:                                           4124                          260.4     291.5    -10.7    1,833.5
- ------------------------------------------------------------------------------------------------------------------------------
131 110)             Express Yourself Closed     9/10/92     NA    1/20/97                NA        11.8     NA         NA
119 110)             Icing, The #342            10/31/97   1349                 24.6      47.7      NA       NA         71.3
Non Comp Sub-Totals:                                       1645                           47.7      11.8    305.2       71.3
- ------------------------------------------------------------------------------------------------------------------------------
Sub Category Totals                                        5473                          308.1     303.3     1.6     1,904.8
==============================================================================================================================
Category Totals:                                           5769                          308.1     303.3     1.6     1,904.8
==============================================================================================================================

<CAPTION>
============================================================================================================
                     YEAR-TO-DA
                        ATE           FULL YEAR
        UNIT           SALES            SALES             %     1997   1996    1997   BKP
         NO.            1996     CHANGE     %CAT      1997       1996     CHANGE   $/SF   $/SF   BKP/SF   %
- ------------------------------------------------------------------------------------------------------------
<S>                  <C>        <C>      <C>       <C>        <C>        <C>      <C>    <C>    <C>     <C>
Accesories
- ------------------------------------------------------------------------------------------------------------
121 110)                 292.8     8.7       16.7      318.3      292.8     8.7    370    340       0
201 110)                 304.7     5.8       16.9      322.2      304.7     5.8    391    370       0
201 110)                 392.7     3.9       21.4      407.8      392.7     3.9    583    562       0
119 110)                 138.7     2.8        7.5      142.6      138.7     2.8    360    350       0
109 110)                 483.9   -15.0       21.4      407.3      483.9   -15.8    675    803       0
211 110)                 220.3     6.8       12.4      235.3      220.3     6.8    318    297     500
Comp Sub-Totals:       1,833.2     0.0               1,833.5    1,833.2     0.0    445    445
- ------------------------------------------------------------------------------------------------------------
131 110)                  62.2    NA         NA        NA          62.2    NA       NA    210      NA
119 110)                  NA      NA         3.7       71.3        NA      NA       53     NA       0
Non Comp Sub-Totals:      62.2    14.7                 71.3        62.2    14.7     43    210
- ------------------------------------------------------------------------------------------------------------
Sub Category Totals    1,895.4     0.5               1,904.8    1,895.4     0.5    330    429
============================================================================================================
Category Totals:       1,895.4     0.5               1,904.8    1,895.4     0.5    330    429
============================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                               AS OF DECEMBER '97
                       (ALL SALES ARE ROUNDED TO 1000'S)

Select By: Unit Ref 110- 110-Q203         E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                   E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                 E3 - Sales Category %'s              
Comp Only: No                             E4 - Property Sales %'s              
                                          E5 - Estimated Annual Sales Growth % 
                                          
<TABLE>
<CAPTION>
========================================================================================================
                                                                            CURRENT MONTH
   UNIT           OCCUPANT            OPEN              CLOSE                   SALES              %
   NO.              NAME              DATE      GLA      DATE     CAT%      1997   1996         CHANGE
- --------------------------------------------------------------------------------------------------------
<S>       <C>                      <C>        <C>     <C>       <C>      <C>       <C>        <C>
Shoes                                             22
- --------------------------------------------------------------------------------------------------------
          Shoes

15 110)   Foot Locker #10           11/27/91    2397                9.4      90.2      103.2      -12.6
90 110)   Foot Locker #84           11/27/91    2851               11.2     101.1      144.2      -29.9
01 110)   Footaction, USA            4/09/92    2139                8.4      70.4      108.4      -34.7
13 110)   Homestead Birke            4/04/93     774                3.0      83.3       66.4       25.3
19 110)   Kinney Shoes #0           12/07/92    2741               10.8      41.4       54.7      -24.3
37 110)   Lady Foot Locker           2/13/92    1826                7.2      95.5      123.0      -22.4
01 110)   Naturalizer Sho            2/28/93    2022                8.0      36.5       25.5       43.5
17 100)   Payless Kids #4            8/02/92    1348                5.3      29.0       24.3       19.2
05 110)   Payless Shoesou           11/03/91    2819               11.1      81.4       75.5        7.9
17 110)   Rizzuto's Wide            11/13/91    1093                4.3      35.0       25.1       39.4
01 110)   Village Shoe Co            7/20/91    2007                7.9      72.9       78.2       -6.7
Comp Sub-Totals:                               22017                        737.1      828.4      -11.0
- --------------------------------------------------------------------------------------------------------
05 110)   Kid's Foot Lock           11/14/96    1548                6.1      43.2       58.0      -25.5
21 110)   Leeds #3993 Closed         9/01/84     NA    8/24/97                 NA       49.7         NA
33 110)   Track 'n Trail             9/17/96    1836                7.2      86.1      103.1      -16.5
33 110)   Wild Pair #5993 Closed     9/01/84     NA    7/26/96                 NA         NA         NA
Non Comp Sub-Totals                                       6516              129.3      210.8      -38.6
- --------------------------------------------------------------------------------------------------------
Sub Category Totals                            25401                        866.4    1,039.2      -16.6
========================================================================================================
Category Totals:                               28533                        866.4    1,039.2      -16.6
========================================================================================================

<CAPTION>
===============================================================================================================
              YEAR-TO-DATE                                FULL YEAR
   UNIT           SALES              %       1997           SALES              %      1997   1996    1997   BKP
   NO.       1997       1996      CHANGE     %CAT      1997       1996      CHANGE    $/SF   $/SF   BKP/SF   %
- ---------------------------------------------------------------------------------------------------------------
<S>       <C>        <C>        <C>        <C>      <C>        <C>        <C>        <C>    <C>    <C>     <C>
Shoes
- ---------------------------------------------------------------------------------------------------------------
15 110)       786.8      787.9       -0.1      8.9      786.9      787.9       -0.1   328    329      0
90 110)       972.2    1,170.1      -16.9     11.0      972.2    1,170.1      -16.9   341    410      0
01 110)       693.1      761.2       -8.9      7.9      693.3      761.2       -8.9   324    356      0
13 110)       661.1      613.6        7.8      7.5      661.1      613.6        7.8   854    793      0
19 110)       432.4      461.1       -6.2      4.9      432.4      461.1       -6.2   158    168      0
37 110)       868.7      975.4      -10.9      9.9      868.7      975.4      -10.9   476    534      0
01 110)       482.7      489.0       -1.3      5.5      482.7      489.0       -1.3   239    242      0
17 100)       318.2      314.2        1.3      3.6      318.2      314.2        1.3   236    233      0
05 110)       921.7      896.9        2.8     10.5      921.7      896.9        2.8   327    318      0
17 110)       433.5      420.2        3.2      4.9      433.5      420.2        3.2   397    384      0
01 110)       958.6      921.7        4.0     10.9      958.8      921.7        4.0   478    459      0
Comp        7,529.3    7,811.3       -3.6             7,529.3    7,811.3       -3.6   342    355
Sub-Total
- ---------------------------------------------------------------------------------------------------------------
05 110)       372.3       64.9      473.4      4.2      372.3       64.9      473.4   241     42      0
21 110)       336.5      457.8      -26.5      3.8      336.5      457.8      -26.5   107    146      NA
33 110)       580.7      226.9      156.0      6.6      580.7      226.9      156.0   316    124      0
33 110)       NA         135.5       NA        NA        NA        135.5        NA     NA     NA      NA
Non Comp    1,289.5      885.1      45.7              1,289.5      885.1       45.7   198    136
Sub-Total
- ---------------------------------------------------------------------------------------------------------------
Sub         8,819.9    8,696.4       1.4              8,818.9    8,696.4       1.4    309    305
Category
Totals
===============================================================================================================
Category    8,818.9    8,696.4       1.4              8,818.9    8,696.4       1.4    309    305
Totals:
===============================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                               AS OF DECEMBER '97
                       (ALL SALES ARE ROUNDED TO 1000'S)

Select By: Unit Ref 110 110-Q203         E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                  E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                E3 - Sales Category %'s              
Comp Only: No                            E4 - Property Sales %'s              
                                         E5 - Estimated Annual Sales Growth % 
                                         
<TABLE>
<CAPTION>
==================================================================================================
   UNIT       OCCUPANT        OPEN             CLOSE               CURRENT MONTH SALES       %
   NO.          NAME          DATE     GLA      DATE      CAT%       1997    1996         CHANGE
- --------------------------------------------------------------------------------------------------
<S>       <C>              <C>       <C>     <C>       <C>        <C>        <C>        <C>
Furniture                               24
- --------------------------------------------------------------------------------------------------
        Furniture

01 110)   Bombay Co./The   9/24/93    4001             100.0          120.0      139.4   -13.9
Comp Sub-Totals:                      4001                            120.0      139.4   -13.9
- --------------------------------------------------------------------------------------------------
05 110)   Abodio Closed    8/29/93      NA   2/22/96                     NA         NA      NA
Non Comp Sub-Totals                      0                              0.0        0.0
Sub Category Totals                   4001                            120.0      139.4   -13.9
==================================================================================================
Category Totals:                      4001             120.0          120.0      139.4   -13.9
==================================================================================================

<CAPTION>
==================================================================================================================
              YEAR-TO-DATE                                   FULL YEAR
   UNIT           SALES              %         1997            SALES              %      1997   1996    1997   BKP
   NO.       1997       1996      CHANGE       %CAT       1997       1996      CHANGE    $/SF   $/SF   BKP/SF   %
- ------------------------------------------------------------------------------------------------------------------
<S>       <C>        <C>        <C>        <C>         <C>        <C>        <C>        <C>    <C>    <C>     <C>
Furniture
- ------------------------------------------------------------------------------------------------------------------

01 110)       611.8  638.4           -4.2    100.00        611.8  638.4           -4.2   153    160      0
Comp       
Sub-Total     611.8  638.4           -4.2                  611.8  638.4           -4.2   153    160
- ------------------------------------------------------------------------------------------------------------------
05 110)          NA  162.1             NA        NA           NA  162.1             NA    NA     41      NA
Non Comp   
Sub-Total       0.0  162.1         -100.0                    0.0  162.1         -100.0    NA     41      NA
- ------------------------------------------------------------------------------------------------------------------
Sub      
Category
Totals        611.8  800.5          -23.6                  611.8  800.5          -23.6   153    100
==================================================================================================================
Category 
Totals:       611.8  800.5          -23.6                  611.8  800.5          -23.6   153    100
==================================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                               AS OF DECEMBER '97
                       (ALL SALES ARE ROUNDED TO 1000'S)

Select By: Unit Ref 110 110-Q203          E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                   E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                 E3 - Sales Category %'s              
Comp Only: No                             E4 - Property Sales %'s              
                                          E5 - Estimated Annual Sales Growth % 
                                          

<TABLE>
<CAPTION>
==========================================================================================================
   UNIT            OCCUPANT            OPEN             CLOSE              CURRENT MONTH SALES       %
    NO.              NAME              DATE     GLA      DATE      CAT%      1997    1996         CHANGE
- ----------------------------------------------------------------------------------------------------------
<S>        <C>                      <C>       <C>     <C>       <C>       <C>        <C>        <C>
Home Accessories                                 26
- ----------------------------------------------------------------------------------------------------------
        Home Accessories

107 100)   House of Cutler          6/01/92    1004             15.7          104.9      126.9      -17.3
211 100)   Inprints                 7/01/92    1426             22.3           81.9       68.8       19.0
215 110)   Lechters #93             3/01/92    3067             48.0          131.3      143.1       -8.2
Comp Sub-Totals:                               5497                           318.1      338.8       -6.1
- ----------------------------------------------------------------------------------------------------------
109 110)   Deck the Walls Closed    2/08/92      NA   6/15/97                    NA       32.8         NA
219 100)   Phoenix Gallery Closed   5/01/93      NA   1/07/96                    NA         NA         NA
109 110)   Select Comfort           2/16/96     893             14.0           87.2       69.4       25.7
Non Comp Sub-Totals                            2900                            87.2      102.2      -14.7
- ----------------------------------------------------------------------------------------------------------
Sub Category Totals                            6390                           405.3      440.9       -8.1
==========================================================================================================
Category Totals:                               8397                           405.3      440.9       -8.1
==========================================================================================================

<CAPTION>
=============================================================================================================
               YEAR-TO-DATE                               FULL YEAR
   UNIT            SALES             %       1997           SALES             %     1997   1996    1997   BKP
    NO.       1997       1996     CHANGE     %CAT      1997       1996     CHANGE   $/SF   $/SF   BKP/SF   %
- -------------------------------------------------------------------------------------------------------------
<S>        <C>        <C>        <C>      <C>       <C>        <C>        <C>      <C>    <C>    <C>     <C>
Home Accessories
- -------------------------------------------------------------------------------------------------------------
        Home Accessories

107 100)       369.7      393.2     -6.0      16.4      369.7      393.2     -6.0   368    392      0
211 100)       479.1      349.8     37.0      21.2      479.1      349.8     37.0   336    245      0
215 110)       520.8      542.0     -3.9      23.1      520.8      542.0     -3.9   170    177      0
Comp        
Sub-Totals   1,369.6    1,285.0      6.6              1,369.6    1,285.0      6.6   249    234
- -------------------------------------------------------------------------------------------------------------
109 110)        89.5      217.3    -58.8       4.0       89.5      217.3    -58.8    45    108      NA
219 100)          NA       10.7       NA        NA         NA       10.7       NA    NA      3      NA
109 110)       799.0      579.8     37.8      35.4      799.0      579.8     37.8   895    649      0
Non Comp    
Sub-Totals     888.5      807.8     10.0                888.5      807.8     10.0   306    119
- -------------------------------------------------------------------------------------------------------------
Sub      
Category
Totals       2,258.0    2,092.8      7.9              2,258.0    2,092.8      7.9   269    171
=============================================================================================================
Category 
Totals:      2,258.0    2,092.8      7.9              2,258.0    2,092.8      7.9   269    171
=============================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION


                        MONTHLY MANAGEMENT SALES REPORT
                               AS OF DECEMBER '97
                       (ALL SALES ARE ROUNDED TO 1000'S)

Select By: Unit Ref 110 110-Q203        E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                 E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat               E3 - Sales Category %'s              
Comp Only: No                           E4 - Property Sales %'s              
                                        E5 - Estimated Annual Sales Growth % 
                                        
<TABLE>
<CAPTION>
===========================================================================================================
   UNIT           OCCUPANT            OPEN               CLOSE              CURRENT MONTH SALES       %
   NO.              NAME              DATE      GLA      DATE       CAT%      1997    1996         CHANGE
- -----------------------------------------------------------------------------------------------------------
<S>       <C>                      <C>        <C>     <C>        <C>       <C>        <C>        <C>
Electronics/Appliances                            28
- -----------------------------------------------------------------------------------------------------------
        Electronics/Appliances

03 110)   Kits Cameras 1            11/25/94    1491                 13.3      108.3      132.2      -18.1
09 110)   Musicland #887             3/13/92    1583                 14.1      162.2      164.6       -1.5
03 110)   Radio Shack #37           12/05/97    2640                 23.5      215.7      328.2      -34.3
04 110)   Sam Goody #0851            6/28/91    2272                 20.2      246.5      233.3        5.7
14 110)   Software Etc. #            4/08/92    1106                  9.8      148.6      158.9       -6.5
05 110)   Suncoast #3258            10/07/92    2144                 19.1      195.2      229.2      -14.8
Comp Sub-Totals:                               11236                         1,076.5    1,246.4      -13.6
- -----------------------------------------------------------------------------------------------------------
17 110)   Baggages #345 Closed      11/17/94      NA    10/28/96                  NA         NA         NA
02 110)   DJ's Sound City Closed     1/01/78      NA     6/23/96                  NA         NA         NA
09 110)   Malecki Music E Closed     7/31/92      NA     7/31/97                  NA       39.4         NA
Non Comp Sub-Totals                              973                             0.0       39.4     -100.0
- -----------------------------------------------------------------------------------------------------------
Sub Category Totals                            11236                         1,076.5    1,285.8      -16.3
===========================================================================================================
Category Totals:                               12209                         1,076.5    1,285.8      -16.3
===========================================================================================================

<CAPTION>
============================================================================================================
              YEAR-TO-DATE                               FULL YEAR
   UNIT           SALES             %       1997           SALES             %     1997   1996    1997   BKP
   NO.       1997       1996     CHANGE     %CAT      1997       1996     CHANGE   $/SF   $/SF   BKP/SF   %
- ------------------------------------------------------------------------------------------------------------
<S>       <C>        <C>        <C>      <C>       <C>        <C>        <C>      <C>    <C>    <C>     <C>
Electronics/Appliances
- ------------------------------------------------------------------------------------------------------------
        Electronics/Appliances

03 110)       611.3      611.6     -0.0      12.0      611.3      611.6     -0.0   410    410      0
09 110)       763.3      758.0      0.7      14.9      763.3      758.0      0.7   482    479      0
03 110)       880.9    1,359.6    -35.2      17.2      880.9    1,359.6    -35.2   334    666      NA    1
04 110)     1,169.4    1,118.6      4.5      22.9    1,169.4    1,118.6      4.5   515    492      0
14 110)       683.7      665.4      2.7      13.4      683.7      665.4      2.7   618    602      0
05 110)       910.6      966.1     -5.7      17.8      910.6      966.1     -5.7   425    451      0
Comp       
Sub-Total   5,019.2    5,479.2     -8.4              5,019.2    5,479.2     -8.4   447    515
- ------------------------------------------------------------------------------------------------------------
17 110)          NA      358.0       NA        NA         NA      358.0       NA    NA    118      NA
02 110)          NA       78.4       NA        NA         NA       78.4       NA    NA     10      NA    1
09 110)        91.6      184.5    -50.3       1.8       91.6      184.5    -50.3    94    190      NA
Non Comp   
Sub-Total      91.6      620.9    -85.2                 91.6      620.9    -85.2    94     54
- ------------------------------------------------------------------------------------------------------------
Sub       
Category
Totals      5,110.8    6,100.0    -16.2              5,110.8    6,100.0    -16.2   419    276
============================================================================================================
Category 
Totals:     5,110.8    6,100.0    -16.2              5,110.8    6,100.0    -16.2   419    276
============================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                               AS OF DECEMBER '97
                       (ALL SALES ARE ROUNDED TO 1000'S)

Select By: Unit Ref 110 110-Q203          E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                   E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                 E3 - Sales Category %'s              
Comp Only: No                             E4 - Property Sales %'s              
                                          E5 - Estimated Annual Sales Growth % 
                                          

<TABLE>
<CAPTION>
==================================================================================================
   UNIT         OCCUPANT        OPEN             CLOSE             CURRENT MONTH SALES       %
    NO.           NAME          DATE      GLA     DATE     CAT%      1997    1996         CHANGE
- --------------------------------------------------------------------------------------------------
<S>        <C>               <C>        <C>     <C>     <C>       <C>        <C>        <C>
Hobbies/Sports/Special Interest             30
- --------------------------------------------------------------------------------------------------
        Hobbies/Sports/Special Interest

123 110)   Champs Sports #     3/13/92    5226          37.4          234.8  311.7       -24.7
201 110)   Naturium           11/01/92    1539          11.0          146.3  168.4       -13.1
127 110)   Nordic Track Fi     8/12/94    2047          14.7           86.2  118.7       -27.4
119 110)   Pedersen's         11/21/91    5160          36.9          200.8  270.2       -25.7
Comp Sub-Totals:                         13972                        668.2  869.0       -23.1
==================================================================================================
Category Totals:                         13972                        668.2  869.0       -23.1
==================================================================================================

<CAPTION>
=========================================================================================================================
                 YEAR-TO-DATE                                     FULL YEAR
   UNIT              SALES                %        1997             SALES                %      1997   1996    1997   BKP
    NO.        1997         1996       CHANGE      %CAT       1997         1996       CHANGE    $/SF   $/SF   BKP/SF   %
- -------------------------------------------------------------------------------------------------------------------------
<S>        <C>          <C>          <C>        <C>       <C>          <C>          <C>        <C>    <C>    <C>     <C>
Hobbies/Sports/Special Interest
- -------------------------------------------------------------------------------------------------------------------------
         Hobbies/Sports/Special Interest

123 110)       1,454.2      1,740.1      -16.4  37.7          1,454.2      1,740.1      -16.4   278    333      0
201 110)         423.2        423.7       -0.1  11.0            423.2        423.7       -0.1   275    275      0
127 110)         824.4        936.8      -12.0  21.4            824.4        936.8      -12.0   403    458      0
119 110)       1,158.1      1,386.6      -16.5  30.0          1,158.1      1,386.6      -16.5   224    269      0
Comp        
Sub-Totals     3,859.8      4,487.2      -14.0                3,859.8      4,487.2      -14.0   276    321
=========================================================================================================================
Category  
Totals:        3,859.8      4,487.2      -14.0                3,859.8      4,487.2      -14.0   276    321
=========================================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                               AS OF DECEMBER '97
                       (ALL SALES ARE ROUNDED TO 1000'S)

Select By: Unit Ref 110 110-Q203          E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                   E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                 E3 - Sales Category %'s              
Comp Only: No                             E4 - Property Sales %'s              
                                          E5 - Estimated Annual Sales Growth % 
                                          
<TABLE>
<CAPTION>
==========================================================================================================
   UNIT            OCCUPANT            OPEN              CLOSE             CURRENT MONTH SALES       %
    NO.              NAME              DATE      GLA      DATE     CAT%      1997    1996         CHANGE
- ----------------------------------------------------------------------------------------------------------
<S>        <C>                      <C>        <C>     <C>       <C>      <C>        <C>        <C>
Gifts, Stationery & Luggage                        32
- ----------------------------------------------------------------------------------------------------------
        Gifts, Stationery & Luggage

217 110)   Candleman                  2/26/93     720                2.5      136.9      154.6      -11.5
203 110)   Cartoon Classic            5/30/92    1193                4.2       72.9       95.3      -23.5
207 110)   Disney Store #4            4/27/93    3873               13.7      306.4      316.2       -3.1
204 110)   Franklin Covey             6/02/95    2249                7.9       62.0       59.3        4.4
107 110)   Hidden Cottage             1/14/95    1629                5.8      134.5      139.1       -3.3
114 110)   Mark's Hallmark            6/01/89    2861               10.1      205.8      208.3       -1.2
203 110)   Mark's Hallmark           11/21/91    3139               11.1      200.5      201.2       -0.3
149 110)   Nature's Kingdom          11/15/94    1233                4.4       47.7       73.0      -34.6
14 110)    R. Brown Gifts a           5/06/91    1184                4.2       86.8       92.4       -6.1
19 110)    Rubber Stamp St           11/08/94    1229                4.3       68.2       60.1       13.5
07 110)    San Francisco M            4/02/93    1479                5.2      137.4      138.0       -0.4
03 110)    Spencer's Gifts           10/30/93    1445                5.1      172.4      180.3       -4.4
51 110)    Street of Dream           11/15/94    1689                6.0       62.5      103.4      -39.6
111 110)   Things Remember            3/08/92    1376                4.9       49.4       52.2       -5.4
Comp Sub-Totals:                                25299                       1,743.2    1,873.4       -6.9
- ----------------------------------------------------------------------------------------------------------
117 110)   Card Farm Closed           8/01/91      NA   5/31/97                  NA       50.7         NA
107 110)   Evergreen                 11/17/96    1047                3.7       71.4       41.4       72.6
205 110)   Graham Office S           11/29/96    1297                4.6       27.6       24.3       13.6
119 110)   Made in Washing Closed    11/01/91      NA   7/28/96                  NA         NA         NA
219 110)   Paw Prints                 8/11/97     659                2.3       40.8         NA         NA
Non Comp Sub-Totals                              4561                         139.8      116.3       20.2
- ----------------------------------------------------------------------------------------------------------
Sub Category Totals                             28302                       1,883.0    1,989.7       -5.4
==========================================================================================================
Category Totals:                                29860                       1,883.0    1,989.7       -5.4
==========================================================================================================

<CAPTION>
============================================================================================================
               YEAR-TO-DATE                              FULL YEAR
   UNIT            SALES             %      1997           SALES             %     1997   1996    1997   BKP
    NO.       1997       1996     CHANGE    %CAT      1997       1996     CHANGE   $/SF   $/SF   BKP/SF   %
- ------------------------------------------------------------------------------------------------------------
<S>        <C>        <C>        <C>      <C>      <C>        <C>        <C>      <C>    <C>    <C>     <C>
Gifts, Stationery & Luggage
- ------------------------------------------------------------------------------------------------------------
        Gifts, Stationery & Luggage

217 110)       449.1      470.1     -4.5      5.6      449.1      470.1     -4.5   624    653      0
203 110)       346.5      417.1    -16.9      4.3      346.5      417.1    -16.9   290    350      0
207 110)     1,428.1    1,452.2     -1.7     17.8    1,428.1    1,452.2     -1.7   369    375      0
204 110)       413.2      368.7     12.1      5.2      413.2      368.7     12.1   184    164      0
107 110)       504.6      460.9      9.5      6.3      504.6      460.9      9.5   310    283      0
114 110)       830.0      769.9      7.8     10.4      830.0      769.9      7.8   290    269      0
203 110)       798.2      747.0      6.9     10.0      798.2      747.0      6.9   254    238      0
149 110)       210.2      234.5    -10.4      2.6      210.2      234.5    -10.4   171    190      0
14 110)        291.7      312.7     -6.7      3.6      291.7      312.7     -6.7   246    264      0
19 110)        559.4      423.5     32.1      7.0      559.4      423.5     32.1   455    345      0
07 110)        411.3      413.6     -0.6      5.1      411.3      413.6     -0.6   278    280      0
03 110)        651.0      598.4      8.8      8.1      651.0      598.4      8.8   451    414      0
51 110)        325.4      421.3    -22.8      4.1      325.4      421.3    -22.8   193    249      0
111 110)       293.1      308.2     -4.9      3.7      293.1      308.2     -4.9   213    224      0
Comp        
Sub-Totals   7,511.8    7,398.1      1.5             7,511.8    7,398.1      1.5   297    292
- ------------------------------------------------------------------------------------------------------------
117 110)        68.9      257.9    -73.3      0.9       68.9      257.9    -73.3    44    166      NA
107 110)       240.9       47.4    408.6      3.0      240.9       47.4    408.6   230     45      0
205 110)       106.2       25.3    320.5      1.3      106.2       25.3    320.5    82    190      0
119 110)          NA       98.6       NA       NA         NA       98.6       NA    NA     NA      NA
219 110)        80.4         NA       NA      1.0       80.4         NA       NA   122     NA      0
Non Comp    
Sub-Totals     496.4      429.1     15.7               496.4      429.1     15.7   109    110
- ------------------------------------------------------------------------------------------------------------
Sub       
Category
Totals       8,008.2    7,827.2     2.3              8,008.2    7,827.2     2.3    268    268
============================================================================================================
Category 
Totals:      8,008.2    7,827.2     2.3              8,008.2    7,827.2     2.3    268    268
============================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                               AS OF DECEMBER '97
                       (ALL SALES ARE ROUNDED TO 1000'S)

Select By: Unit Ref 110-B101 110-Q203    E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                  E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                E3 - Sales Category %'s              
Comp Only: No                            E4 - Property Sales %'s              
                                         E5 - Estimated Annual Sales Growth % 
                                         

<TABLE>
<CAPTION>
=================================================================================================
    UNIT          OCCUPANT        OPEN            CLOSE             CURRENT MONTH SALES      %
     NO.            NAME          DATE     GLA     DATE     CAT%      1997    1996        CHANGE
- -------------------------------------------------------------------------------------------------
<S>          <C>               <C>       <C>     <C>     <C>       <C>        <C>        <C>
Books                                       34
- -------------------------------------------------------------------------------------------------
             Books
131 110)     B. Dalton #284    6/16/94    4465           51.5          300.6      293.8      2.3
115 110)     Evangel Book Ce   7/01/91    1257           14.5           74.5       76.5     -2.6
201 110)     Waldenbooks, St   4/23/92    2952           34.0          209.7      242.2    -13.4
Comp Sub-Totals:                          8674                         584.8      612.6     -4.5
=================================================================================================
Category Totals:                          8674                         584.8      612.6     -4.5
=================================================================================================

<CAPTION>
=======================================================================================================================
                   YEAR-TO-DATE                                   FULL YEAR
    UNIT               SALES               %       1997             SALES               %     1997   1996    1997   BKP
     NO.         1997         1996      CHANGE     %CAT       1997         1996      CHANGE   $/SF   $/SF   BKP/SF   %
- -----------------------------------------------------------------------------------------------------------------------
<S>          <C>          <C>          <C>      <C>       <C>          <C>          <C>      <C>    <C>    <C>     <C>
Books
- -----------------------------------------------------------------------------------------------------------------------
131 110)         1,323.7      1,259.8     5.1       51.1      1,323.7      1,259.8     5.1    296    282      0
115 110)           368.4        340.6     8.2       14.2        368.4        340.6     8.2    293    271      0
201 110)           899.4        976.3    -7.9       34.7        899.4        976.3    -7.9    305    331      0
Comp          
Sub-Totals:      2,591.4      2,576.7     0.6                 2,591.4      2,576.7     0.6    299    297
=======================================================================================================================
Category  
Totals:          2,591.4      2,576.7     0.6                 2,591.4      2,576.7     0.6    299    297
=======================================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                               AS OF DECEMBER '97
                       (ALL SALES ARE ROUNDED TO 1000'S)

Select By: Unit Ref 110-B101 110-Q203    E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                  E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                E3 - Sales Category %'s              
Comp Only: No                            E4 - Property Sales %'s              
                                         E5 - Estimated Annual Sales Growth % 
                                         

<TABLE>
<CAPTION>
======================================================================================================
    UNIT          OCCUPANT        OPEN              CLOSE              CURRENT MONTH SALES       %
     NO.            NAME          DATE      GLA      DATE      CAT%      1997    1996         CHANGE
- ------------------------------------------------------------------------------------------------------
<S>          <C>               <C>        <C>     <C>       <C>       <C>        <C>        <C>
Jewelry                                       35
- ------------------------------------------------------------------------------------------------------
5            Jewelry
101 110)     Ben Bridge Jewe    10/10/91    1503                13.1      325.7      382.1      -14.7
209 110)     Fred Meyer Jewe     8/15/92    1214                10.6      153.8      144.1        6.7
125 110)     Gordon's Jewelr    10/16/95    1450                12.7       81.9      151.7      -46.0
205 110)     Harry Ritchie J    10/10/91    1160                10.1      161.7      232.0      -30.3
115 110)     Kay Jewelers #5     3/08/94    1244                10.9      235.5      223.6        5.3
101 110)     Piercing Pagoda     5/20/95     160                 1.4       47.3       42.1       12.4
117 110)     Watch World        10/27/95     701                 6.1       76.0       64.0       18.7
115 110)     Weisfield Jewel    11/08/84    1549                13.5      212.5      202.9        4.7
135 110)     Zales Jewelers     11/17/94    1393                12.2      314.0      296.9        5.7
Comp Sub-Totals:                           10374                        1,608.4    1,739.3       -7.5
- ------------------------------------------------------------------------------------------------------
101 110)     Crescent Jewele    11/23/96    1082                 9.4       98.2      133.7      -26.5
101 110)     Dodson's CLOSED     8/01/91     NA   5/06/96                    NA         NA         NA
Non Comp Sub-Totals                         1082                           98.2      133.7      -26.5
- ------------------------------------------------------------------------------------------------------
Sub Category Totals                        11456                        1,706.6    1,873.1       -8.9
======================================================================================================
Category Totals:                           11456                        1,706.6    1,873.1       -8.9
======================================================================================================

<CAPTION>
=======================================================================================================================
                   YEAR-TO-DATE                                   FULL YEAR
    UNIT               SALES               %       1997             SALES               %     1997   1996    1997   BKP
     NO.         1997         1996      CHANGE     %CAT       1997         1996      CHANGE   $/SF   $/SF   BKP/SF   %
- -----------------------------------------------------------------------------------------------------------------------
<S>          <C>          <C>          <C>      <C>       <C>          <C>          <C>      <C>    <C>    <C>     <C>
Jewelry
- -----------------------------------------------------------------------------------------------------------------------
5
101 110)         1,511.9      1,348.6     12.1      17.9      1,511.9      1,348.6     12.1   1006    897     0
209 110)           672.6        655.3      2.6       7.9        672.6        655.3      2.6    554    540     0
125 110)           638.7        705.8     -9.5       7.5        638.7        705.8     -9.5    441    487     0
205 110)           802.0        999.6    -19.8       9.5        802.0        999.6    -19.8    691    862     0
115 110)         1,080.0        903.4     19.5      12.8      1,080.0        903.4     19.5    868    726     0
101 110)           223.4        199.2     12.1       2.6        223.4        199.2     12.1   1396   1245     0
117 110)           407.1        340.4     19.6       4.8        407.1        340.4     19.6    581    486     0
115 110)           992.2      1,154.4    -14.1      11.7        992.2      1,154.4    -14.1    641    745     0
135 110)         1,453.6      1,350.0      7.7      17.2      1,453.6      1,350.0      7.7   1043    969     0
Comp         
Sub-Totals:      7,781.4      7,656.7      1.6                7,781.4      7,656.7      1.6    750    738
- -----------------------------------------------------------------------------------------------------------------------
101 110)           684.1        157.8    333.5       8.1        684.1        157.8    333.5    632    146     0
101 110)              NA        224.7       NA        NA           NA        224.7       NA     NA     76    NA
Non Comp    
Sub-Totals         684.1        382.5    78.8                   684.1        382.5     78.8    632     95
- -----------------------------------------------------------------------------------------------------------------------
Sub Category  
Totals           8,465.5      8,039.2     5.3                 8,465.5      8,039.2      5.3    739    558
=======================================================================================================================
Category 
Totals:          8,465.5      8,039.2     5.3                 8,465.5      8,039.2      5.3    739    558
=======================================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                               AS OF DECEMBER '97
                       (ALL SALES ARE ROUNDED TO 1000'S)

Select By: Unit Ref 110-B101 110-Q203    E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                  E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                E3 - Sales Category %'s              
Comp Only: No                            E4 - Property Sales %'s              
                                         E5 - Estimated Annual Sales Growth % 
                                         
<TABLE>
<CAPTION>
======================================================================================================
    UNIT          OCCUPANT          OPEN             CLOSE             CURRENT MONTH SALES       %
    NO.             NAME            DATE      GLA     DATE     CAT%      1997    1996         CHANGE
- ------------------------------------------------------------------------------------------------------
<S>         <C>                  <C>        <C>     <C>     <C>       <C>        <C>        <C>
Cosmetics/Perfumes                             36
- ------------------------------------------------------------------------------------------------------
6           Cosmetics/Perfumes
201A 110)   Bath & Body Wor       11/11/91   1661           38.5      207.1      232.7          -11.0
123 110)    Body Shop #3705        6/28/95    846           19.6      114.0      118.1           -3.5
121 110)    Garden Botanika       11/12/97   1811           41.9      153.8      137.6           11.8
Comp Sub-Totals:                             4318                     474.9      488.4           -2.8
======================================================================================================
Category Totals:                             4318                     474.9      488.4           -2.8
======================================================================================================

<CAPTION>
==============================================================================================================
                YEAR-TO-DATE                               FULL YEAR
    UNIT            SALES             %       1997           SALES             %     1997   1996    1997   BKP
    NO.        1997       1996     CHANGE     %CAT      1997       1996     CHANGE   $/SF   $/SF   BKP/SF   %
- --------------------------------------------------------------------------------------------------------------
<S>         <C>        <C>        <C>      <C>       <C>        <C>        <C>      <C>    <C>    <C>     <C>
Cosmetics/Perfumes
- --------------------------------------------------------------------------------------------------------------
6
201A 110)       889.8      845.3     5.3   42.6          889.8      845.3     5.3    536    509      0
123 110)        561.8      569.8    -1.4   26.9          561.8      569.8    -1.4    664    674      0
121 110)        638.6      630.7     1.3   30.6          638.6      630.7     1.3    353    900      0
Comp         
Sub-Totals:   2,090.1    2,045.7     2.2               2,090.1    2,045.7     2.2    484    638
==============================================================================================================
Category    
Totals:       2,090.1    2,045.7     2.2               2,090.1    2,045.7     2.2    484    638
==============================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                               AS OF DECEMBER '97
                       (ALL SALES ARE ROUNDED TO 1000'S)

Select By: Unit Ref 110-B101 110-Q203    E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                  E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                E3 - Sales Category %'s              
Comp Only: No                            E4 - Property Sales %'s              
                                         E5 - Estimated Annual Sales Growth % 
                                         
<TABLE>
<CAPTION>
===============================================================================================
    UNIT         OCCUPANT        OPEN             CLOSE            CURRENT MONTH SALES     %
    NO.            NAME          DATE      GLA     DATE     CAT%      1997   1996       CHANGE
- -----------------------------------------------------------------------------------------------
<S>         <C>               <C>        <C>     <C>     <C>       <C>       <C>       <C>
Hair Care                                   37
- -----------------------------------------------------------------------------------------------
            Hair Care
 11 110)    Beauty Works       10/22/92   1750           26.0          68.9      71.3     -3.3
 17 110)    Mastercuts #478     2/12/92   1052           15.6          30.9      29.9      3.4
105 110)    N.W. Beauty Sup    11/25/91   1406           20.9          80.1      86.7     -7.6
207 110)    Regis Hairstyli     9/15/91   1221           18.2          49.8      53.2     -6.4
203 110)    System Seven #4    12/17/91   1297           19.3          18.3      14.6     25.3
Comp Sub-Totals:                          6726                        248.0     255.7     -3.0
===============================================================================================
Category Totals:                          6726                        248.0     255.7     -3.0
===============================================================================================

<CAPTION>
==============================================================================================================
                YEAR-TO-DATE                               FULL YEAR
    UNIT            SALES             %       1997           SALES             %     1997   1996    1997   BKP
    NO.        1997       1996     CHANGE     %CAT      1997       1996     CHANGE   $/SF   $/SF   BKP/SF   %
- --------------------------------------------------------------------------------------------------------------
<S>         <C>        <C>        <C>      <C>       <C>        <C>        <C>      <C>    <C>    <C>     <C>
Hair Care
- --------------------------------------------------------------------------------------------------------------
 11 110)        708.4      636.3     11.3      25.8      708.4      636.3     11.3   405    364      0
 17 110)        364.7      336.9      8.2      13.3      364.7      336.9      8.2   347    320      0
105 110)        866.3      857.9      1.0      31.6      866.3      857.9      1.0   616    610      0
207 110)        617.7      569.8      8.4      22.5      617.7     56.9.8      8.4   506    467      0
203 110)        186.8      162.4     15.1       6.8      186.8      162.4     15.1   144    125      0
Comp         
Sub-Totals:   2,743.9    2,563.2      7.0              2,743.9    2,563.2      7.0   408    381
==============================================================================================================
Category 
Totals:       2,743.9    2,563.2      7.0              2,743.9    2,563.2      7.0   408    381
==============================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                               AS OF DECEMBER '97
                       (ALL SALES ARE ROUNDED TO 1000'S)

Select By: Unit Ref 110-B101 110-Q203    E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                  E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                E3 - Sales Category %'s              
Comp Only: No                            E4 - Property Sales %'s              
                                         E5 - Estimated Annual Sales Growth % 
                                         
<TABLE>
<CAPTION>
========================================================================================================
    UNIT             OCCUPANT            OPEN             CLOSE             CURRENT MONTH SALES     %
     NO.               NAME              DATE     GLA      DATE      CAT%      1997   1996       CHANGE
- --------------------------------------------------------------------------------------------------------
<S>          <C>                      <C>       <C>     <C>       <C>       <C>       <C>       <C>
Other Retail                                        38
- --------------------------------------------------------------------------------------------------------
8            Other Retail
214 110)     General Nutriti          6/04/93     1114                12.0      47.0      48.3     -2.6
114 110)     Kay Bee Toys #8          1/17/95     3570                38.6     354.4     378.5     -6.4
111 110)     Pilgrim Nutrit           5/06/91     1792                19.4      51.1      53.1     -3.7
127 110)     Schlosser's Flo          5/01/91      722                 7.8      12.5      12.3      1.6
Comp Sub-Totals:                                  7198                         465.0     492.2     -5.5
- --------------------------------------------------------------------------------------------------------
105 110)     AT & T Phone Ce CLOSED   8/01/88       NA   4/15/96                  NA        NA       NA
101 110)     Learning World CLOSED    1/29/92       NA   6/25/97                  NA      80.7       NA
105 110)     Phone Center, T          7/08/96     2057                22.2      72.9      96.1    -24.1
Non Comp Sub-Totals                               5245                          72.9     176.7    -58.7
- --------------------------------------------------------------------------------------------------------
Sub Category Totals                               9255                         538.0     668.9    -19.6
========================================================================================================
Category Totals:                                 12443                         538.0     668.9    -19.6
========================================================================================================

<CAPTION>
===============================================================================================================
                 YEAR-TO-DATE                               FULL YEAR
    UNIT             SALES             %       1997           SALES             %     1997   1996    1997   BKP
     NO.        1997       1996     CHANGE     %CAT      1997       1996     CHANGE   $/SF   $/SF   BKP/SF   %
- ---------------------------------------------------------------------------------------------------------------
<S>          <C>        <C>        <C>      <C>       <C>        <C>        <C>      <C>    <C>    <C>     <C>
Other Retail
- ---------------------------------------------------------------------------------------------------------------
8
214 110)         543.4      522.5     4.0       17.4      543.4      522.5     4.0    488    469       0
114 110)       1,146.6    1,107.9     3.5       36.7    1,146.6    1,107.9     3.5    321    310       0
111 110)         588.7      579.6     1.6       18.9      588.7      579.6     1.6    329    323       0
127 110)         110.7      115.7    -4.4        3.5      110.7      115.7    -4.4    153    160       0
Comp         
Sub-Totals:    2,389.3    2,325.7     2.7               2,389.3    2,325.7     2.7    332    323
- ---------------------------------------------------------------------------------------------------------------
105 110)            NA         NA      NA         NA         NA         NA      NA     NA     NA      NA
101 110)         162.6      594.9   -72.7        5.2      162.6      594.9   -72.7     51    187      NA
105 110)         570.9      323.7    76.4       18.3      570.9      323.7    76.4    278    157     486
Non Comp   
Sub-Totals       733.5      918.6   -20.1                 733.5      918.6   -20.1    140    175
- ---------------------------------------------------------------------------------------------------------------
Sub Category 
Totals         3,122.8    3,244.3    -3.7               3,122.8    3,244.3    -3.7    251    261
===============================================================================================================
Category 
Totals:        3,122.8    3,244.3    -3.7               3,122.8    3,244.3    -3.7    251    261
===============================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                               AS OF DECEMBER '97
                       (ALL SALES ARE ROUNDED TO 1000'S)

Select By: Unit Ref 110-B101 110-Q203     E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                   E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                 E3 - Sales Category %'s              
Comp Only: No                             E4 - Property Sales %'s              
                                          E5 - Estimated Annual Sales Growth % 
                                          
<TABLE>
<CAPTION>
===============================================================================================
    UNIT         OCCUPANT        OPEN             CLOSE            CURRENT MONTH SALES     %
    NO.            NAME          DATE      GLA     DATE     CAT%      1997   1996       CHANGE
- -----------------------------------------------------------------------------------------------
<S>         <C>               <C>        <C>     <C>     <C>       <C>       <C>       <C>
Optical                                     39
- -----------------------------------------------------------------------------------------------
            Optical

C109 110)   Eye Masters #13     5/08/92   3730           42.2          61.6      57.9      6.3
C119 110)   LensCrafters, I    11/01/88   4048           45.8         114.8      72.1     59.1
C115 110)   Vista Optical #     3/04/92   1068           12.1          43.4      38.1     14.1
Comp Sub-Totals:                          8846                        219.9     168.2     30.8
===============================================================================================
Category Totals:                          8846                        219.9     168.2     30.8
===============================================================================================

<CAPTION>
==================================================================================================================
                YEAR-TO-DATE                                 FULL YEAR
    UNIT            SALES              %        1997           SALES              %      1997   1996    1997   BKP
    NO.        1997       1996      CHANGE      %CAT      1997       1996      CHANGE    $/SF   $/SF   BKP/SF   %
- ------------------------------------------------------------------------------------------------------------------
<S>         <C>        <C>        <C>        <C>       <C>        <C>        <C>        <C>    <C>    <C>     <C>
Optical
- ------------------------------------------------------------------------------------------------------------------
C109 110)       843.5      972.7      -13.3  29.8          843.5      972.7      -13.3   226    261      0
C119 110)     1,227.7    1,163.2       5.5   43.4        1,227.7    1,163.2       5.5    303    287      0
C115 110)       758.0      709.5       6.8   26.8          758.0      709.5       6.8    710    664      0
Comp          2,829.2    2,845.4       -0.6              2,829.2    2,845.4       -0.6   320    322
Sub-Totals:
==================================================================================================================
Category      2,829.2    2,845.4       -0.6              2,829.2    2,845.4       -0.6   320    322
Totals:
==================================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                               AS OF DECEMBER '97
                       (ALL SALES ARE ROUNDED TO 1000'S)

Select By: Unit Ref 110-B101 110-Q203     E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                   E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                 E3 - Sales Category %'s              
Comp Only: No                             E4 - Property Sales %'s              
                                          E5 - Estimated Annual Sales Growth % 
                                          
<TABLE>
<CAPTION>
=================================================================================================
    UNIT          OCCUPANT         OPEN             CLOSE            CURRENT MONTH SALES     %
    NO.             NAME           DATE      GLA     DATE     CAT%      1997   1996       CHANGE
- -------------------------------------------------------------------------------------------------
<S>         <C>                 <C>        <C>     <C>     <C>       <C>       <C>       <C>
Personal Services                             40
- -------------------------------------------------------------------------------------------------
            Personal Services

C202 110)   Hi-Tek Nails         12/22/95    939               17.3      20.4      20.7     -1.3
C211 110)   It's a Wrap!          6/01/95    363                6.7      13.4      19.8    -32.2
C148 110)   Kiddie Kandida        2/26/92    811               14.9      45.0      50.7    -11.2
C213 110)   Portraits To Go      12/31/91   1566               28.8      26.8      28.8     -6.8
C114 110)   Saad Shoe Repai       9/03/91    576               10.6      16.1      15.2     6.3
C121 110)   Washington One       12/01/84   1177               21.7      23.8      20.6    15.7
Comp Sub-Totals:                            5432                        145.6     155.7     -6.5
=================================================================================================
Category Totals                             5432                        145.6     155.7     -6.5
=================================================================================================

<CAPTION>
==============================================================================================================
                YEAR-TO-DATE                               FULL YEAR
    UNIT            SALES             %       1997           SALES             %     1997   1996    1997   BKP
    NO.        1997       1996     CHANGE     %CAT      1997       1996     CHANGE   $/SF   $/SF   BKP/SF   %
- --------------------------------------------------------------------------------------------------------------
<S>         <C>        <C>        <C>      <C>       <C>        <C>        <C>      <C>    <C>    <C>     <C>
Personal Services
- --------------------------------------------------------------------------------------------------------------
C202 110)       225.1      183.6    22.6       18.7      225.1      183.6    22.6    240    196       0
C211 110)        47.2       55.4    -14.8       3.9       47.2       55.4    -14.8   130    153     242
C148 110)       339.2      372.3     -8.8      28.2      339.6      372.3     -8.8   419    459       0
C213 110)       208.4      278.4    -25.2      17.3      208.4      278.4    -25.2   133    178       0
C114 110)       188.7      183.4     2.9       15.7      188.7      183.4     2.9    328    318       0
C121 110)       196.4      184.9     6.2       16.3      196.4      184.9     6.2    167     17       0
Comp          1,205.4    1,258.0     -4.2               1,205.    1,258.0     -4.2   222    232
Sub-Totals:
==============================================================================================================
Category      1,205.4    1,258.0     -4.2              1,205.4    1,258.0     -4.2   222    232
Totals
==============================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                               AS OF DECEMBER '97
                       (ALL SALES ARE ROUNDED TO 1000'S)

Select By: Unit Ref 110-B101 110-Q203     E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                   E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                 E3 - Sales Category %'s              
Comp Only: No                             E4 - Property Sales %'s              
                                          E5 - Estimated Annual Sales Growth % 
                                          
<TABLE>
<CAPTION>
===========================================================================================
                                                                            CURRENT MONTH
    UNIT            OCCUPANT            OPEN             CLOSE                  SALES
    NO.               NAME              DATE      GLA     DATE     CAT%     1997   1996
- -------------------------------------------------------------------------------------------
<S>         <C>                      <C>        <C>     <C>     <C>       <C>      <C>
Financial                                          44
- -------------------------------------------------------------------------------------------
            Financial

C113 110)   Century 21 Home CLOSED     2/20/96     NA                        NA       NA
C212 110)   SeaFirst Bank W            9/29/93   1028           38.1         NA       NA
C112 110)   Seafirst Cash M               NA       NA                        NA       NA
C103 110)   Tomlinson Black           12/19/92   1670           61.9         NA       NA
Non Comp Sub-Totals                              2698                         0.0      0.0
===========================================================================================
Category Totals:                                 2698                         0.0      0.0
===========================================================================================

<CAPTION>
============================================================================================================
                       YEAR-TO-DATE                        FULL YEAR
    UNIT        %          SALES           %     1997        SALES           %     1997   1996    1997   BKP
    NO.      CHANGE    1997     1996    CHANGE   %CAT    1997     1996    CHANGE   $/SF   $/SF   BKP/SF   %
- ------------------------------------------------------------------------------------------------------------
<S>         <C>      <C>      <C>      <C>      <C>    <C>      <C>      <C>      <C>    <C>    <C>     <C>
Financial
- ------------------------------------------------------------------------------------------------------------
C113 110)     NA        NA       NA      NA      NA       NA       NA      NA       NA     NA     NA
C212 110)     NA        NA       NA      NA      NA        0.0     NA      NA        0     NA     NA
C112 110)     NA        NA       NA      NA      NA        0.0     NA      NA       NA     NA     NA
C103 110)     NA        NA       NA      NA      NA        0.0     NA      NA        0     NA     NA
Non Comp                 0.0      0.0                      0.0      0.0              0      0
Sub-Totals
============================================================================================================
Category                 0.0      0.0                     (0.0      0.0             -0      0
Totals:
============================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                               AS OF DECEMBER '97
                       (ALL SALES ARE ROUNDED TO 1000'S)

Select By: Unit Ref 110-B101 110-Q203     E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                   E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                 E3 - Sales Category %'s              
Comp Only: No                             E4 - Property Sales %'s              
                                          E5 - Estimated Annual Sales Growth % 
                                          

<TABLE>
<CAPTION>
=======================================================================================================
    UNIT         OCCUPANT        OPEN              CLOSE                CURRENT MONTH SALES        %
    NO.            NAME          DATE      GLA      DATE     CAT%        1997     1996          CHANGE
- -------------------------------------------------------------------------------------------------------
<S>         <C>               <C>       <C>       <C>     <C>        <C>          <C>          <C>
Offices                                      46
- -------------------------------------------------------------------------------------------------------
            Offices

E219 110)   Consumer Opinio   9/28/95      2045           100.0           NA           NA         NA
Non Comp Sub-Totals                        2045                              0.0         0.0
- -------------------------------------------------------------------------------------------------------
Category Totals:                           2045                              0.0         0.0
=======================================================================================================
GRAND TOTAL                              337994                         14,749.5    16,326.4      -9.7
=======================================================================================================
Bumpers                                                                     64.5        72.3
Total                                                                   14,685.0    16,254.10     -9.7

<CAPTION>
===================================================================================================================
                  YEAR-TO-DATE                                FULL YEAR
    UNIT              SALES               %     1997            SALES               %     1997   1996    1997   BKP
    NO.         1997         1996      CHANGE   %CAT      1997         1996      CHANGE   $/SF   $/SF   BKP/SF   %
- -------------------------------------------------------------------------------------------------------------------
<S>         <C>          <C>          <C>      <C>    <C>          <C>          <C>      <C>    <C>    <C>     <C>
Offices
- -------------------------------------------------------------------------------------------------------------------
E219 110)        NA           NA         NA     NA            0.0       NA        NA        0     NA     NA
Non Comp            0.0         0.0                           0.0          0.0              0      0
Sub-Totals
- -------------------------------------------------------------------------------------------------------------------
Category            0.0         0.0                           0.0          0.0              0      0
Totals:
===================================================================================================================
GRAND TOTAL    90,231.7    91,617.5      -1.5            90,231.6     91,617.5   -1.5     267    248
===================================================================================================================
Bumpers           710.5       822.4                                                       291
Total          89,521.2    90,775.10     -1.4
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                               AS OF DECEMBER '97
                       (ALL SALES ARE ROUNDED TO 1000'S)

Select By: Unit Ref 110-B101 110-Q203     E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                   E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                 E3 - Sales Category %'s              
Comp Only: No                             E4 - Property Sales %'s              
                                          E5 - Estimated Annual Sales Growth % 
                                          

<TABLE>
<CAPTION>
=======================================================================================================
    UNIT         OCCUPANT        OPEN              CLOSE                CURRENT MONTH SALES        %
    NO.            NAME          DATE      GLA      DATE     CAT%        1997     1996          CHANGE
- -------------------------------------------------------------------------------------------------------
<S>         <C>               <C>       <C>       <C>     <C>        <C>          <C>          <C>
Offices                                      46
- -------------------------------------------------------------------------------------------------------
            Offices

E219 110)   Consumer Opinio   9/28/95      2045           100.0           NA           NA         NA
Non Comp Sub-Totals                        2045                             0.0          0.0
- -------------------------------------------------------------------------------------------------------
Category Totals:                           2045                             0.0          0.0
=======================================================================================================
GRAND TOTAL                              337994                        14,749.5     16,326.4      -9.7
=======================================================================================================
Bumpers                                                                    -64.5        -72.3
New Total                                                              14,685.00    16,254.10     -9.7

<CAPTION>
===================================================================================================================
                  YEAR-TO-DATE                                FULL YEAR
    UNIT              SALES               %     1997            SALES               %     1997   1996    1997   BKP
    NO.         1997         1996      CHANGE   %CAT      1997         1996      CHANGE   $/SF   $/SF   BKP/SF   %
- -------------------------------------------------------------------------------------------------------------------
<S>         <C>          <C>          <C>      <C>    <C>          <C>          <C>      <C>    <C>    <C>     <C>
Offices
- -------------------------------------------------------------------------------------------------------------------
E219 110)        NA           NA         NA     NA           0.0        NA         NA       0     NA     NA
Non Comp           0.0          0.0                          0.0          0.0               0      0
- -------------------------------------------------------------------------------------------------------------------
Sub-Totals
- -------------------------------------------------------------------------------------------------------------------
Category           0.0          0.0                          0.0          0.0               0      0
Totals:
===================================================================================================================
GRAND TOTAL   90,231.7     91,617.5      -1.5           90,231.6     91,617.5      -1.5   267    248
===================================================================================================================
Bumpers          -710.5       -822.4                       -710.5       -822.4
New Total     89,521.2     90,795.1      -1.4           89,521.20    90,795.10     -1.4
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                               AS OF DECEMBER '97
                       (ALL SALES ARE ROUNDED TO 1000'S)

Select By: Unit Ref 110-B101 110-Q203     E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                   E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                 E3 - Sales Category %'s              
Comp Only: No                             E4 - Property Sales %'s              
                                          E5 - Estimated Annual Sales Growth % 
                                          

<TABLE>
<CAPTION>
=======================================================================================================
    UNIT         OCCUPANT        OPEN              CLOSE                CURRENT MONTH SALES        %
    NO.            NAME          DATE      GLA      DATE     CAT%        1997     1996          CHANGE
- -------------------------------------------------------------------------------------------------------
<S>         <C>                  <C>       <C>      <C>     <C>        <C>       <C>       <C>
Department Stores                              02
- -------------------------------------------------------------------------------------------------------
            Department Stores

C001 110)   Bumpers Fun Center   1/17/92    30000           100.0      54.8      74.2       -26.2
Comp Sub-Totals:                            30000                      54.8      74.2       -26.2
=======================================================================================================
Category Totals:                            30000                      54.8      74.2       -26.2
=======================================================================================================

<CAPTION>
====================================================================================================================
                YEAR-TO-DATE                                  FULL YEAR
    UNIT            SALES              %        1997            SALES               %      1997   1996    1997   BKP
    NO.        1997       1996      CHANGE      %CAT        1997       1996      CHANGE    $/SF   $/SF   BKP/SF   %
- --------------------------------------------------------------------------------------------------------------------
<S>         <C>        <C>        <C>        <C>        <C>         <C>        <C>        <C>    <C>    <C>     <C>
Department
Stores
- --------------------------------------------------------------------------------------------------------------------
C001 110)   345.3      431.7       -20.0     100.0      678.0E2     820.5          -17.4   23     27    M-S-D    0
Comp        345.3      431.7       -20.0                678.0       820.5          -17.4   23     27
- --------------------------------------------------------------------------------------------------------------------
Sub-Totals:
=======================================================================================================
Category    345.3      431.7       -20.0                678.0       820.5          -17.4   23     27
Totals:
=======================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                                 AS OF JUNE '98
                       (ALL SALES ARE ROUNDED TO 1000'S)

Select By: Unit Ref 110-B101 110-Q203     E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                   E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                 E3 - Sales Category %'s              
Comp Only: No                             E4 - Property Sales %'s              
                                          E5 - Estimated Annual Sales Growth % 
                                          

<TABLE>
<CAPTION>
=====================================================================================================
    UNIT          OCCUPANT         OPEN              CLOSE            CURRENT MONTH SALES       %
     NO.            NAME           DATE      GLA      DATE     CAT%      1998    1997        CHANGE
- -----------------------------------------------------------------------------------------------------
<S>          <C>                <C>        <C>     <C>       <C>      <C>        <C>       <C>
Specialty Food                                 04
- -----------------------------------------------------------------------------------------------------
             Specialty Food

C105 110)    Baskin-Robbins       3/04/92     684                6.7      19.7       21.8      -10.0
C101 110)    Candy 'N Carmel      2/01/85     550                5.4      11.0       12.2       -9.7
C103 110)    Candy Barrel, Th     7/15/92    1022               10.1       9.3       12.1      -23.3
C118 110)    Cinnabon #84        10/26/91     758                7.5      38.4       46.0      -16.4
C123 110)    Espress-O            7/18/93     231                2.3      11.1       12.1       -8.2
C137 110)    Gloria Jean's C     11/29/91    1076               10.6      12.0       17.0      -29.3
C129 110)    Mrs. Fields Coo      5/23/91     721                7.1      13.0       17.6      -26.1
C117 110)    Orange Julius        3/21/91    1295               12.7      25.3       30.4      -16.7
C109 110)    Pretzel Time #3     10/27/92     501                4.9      22.5       29.3      -23.1
C110 110)    Surf City Squee      6/27/92     420                4.1      18.3       19.7       -7.3
C201 110)    Sweet Factory       11/18/93     848                8.3      20.0       26.5      -24.4
C215 110)    Thomas Hammer C     12/04/93    1058               10.4      18.2       20.9      -12.7
C115 110)    Tipton's Gourme     10/01/84     700                6.9      22.1       25.7      -14.1
Comp Sub-Totals:                             9864                        241.0      291.3      -17.3
- -----------------------------------------------------------------------------------------------------
C131 110)    Candy 'n Carmel                  296                2.9      NA        NA         NA
C102A 110)   LaCrepe             12/03/96     NA   4/30/98                NA          4.7      NA
Non Comp Sub-Totals                           481                          0.0        4.7     -100.0
- -----------------------------------------------------------------------------------------------------
Sub Category Totals                         10160                        241.0      296.0      -18.6
=====================================================================================================
Category Totals                             10345                        241.0      296.0      -18.6
=====================================================================================================

<CAPTION>
==================================================================================================================
                 YEAR-TO-DATE                                 FULL YEAR
    UNIT             SALES              %       1998            SALES              %     1998   1997    1998   BKP
     NO.        1996       1995      CHANGE     %CAT       1998        1997     CHANGE   $/SF   $/SF   BKP/SF   %
- ------------------------------------------------------------------------------------------------------------------
<S>          <C>        <C>        <C>        <C>      <C>          <C>        <C>      <C>    <C>    <C>     <C>
Specialty
Food
- ------------------------------------------------------------------------------------------------------------------
C105 110)        107.0      122.6      -12.7      7.4    223.0E2        243.3     -8.4   326    356       0     7
C101 110)         72.5       79.2       -8.4      5.0    152.3E2        164.8     -7.6   277    300       0     7
C103 110)         47.5       65.1      -27.0      3.3    113.8E2        136.1    -16.4   111    133       0    10
C118 110)        206.0      246.3      -16.4     14.2    440.0E2        527.2    -16.5   580    696       0     6
C123 110)         70.0       71.3       -1.8      4.8    159.9E2        154.6     3.4    692    669       0     8
C137 110)         86.7      116.1      -25.3      6.0    220.5E2        286.0    -22.9   205    266       0     7
C129 110)         88.1      111.6      -21.0      6.1    196.7E2        227.0    -13.3   273    315       0     8
C117 110)        156.6      189.3      -17.3     10.8    378.0E2        410.6     -7.9   292    317       0     8
C109 110)        136.2      147.3       -7.6      9.4    298.8E2        319.7     -6.5   596    638       0     7
C110 110)        108.5      115.8       -6.3      7.5    227.0E2        235.5     -3.6   541    561       0    10
C201 110)        109.0      137.9      -20.9      7.5    235.3E2        275.1    -14.5   277    324       0     8
C215 110)        121.7      121.8       -0.1      8.4    303.5E2        278.9     8.8    287    264    M-S-D    8
C115 110)        125.6      150.9      -16.8      8.6    313.5E2        327.8     -4.4   448    468       0     8
Comp           1,435.4    1,675.2      -14.3               3,262.2    3,586.3     -9.0   331    364
Sub-Totals:
- ------------------------------------------------------------------------------------------------------------------
C131 110)        NA         NA         NA        NA            0.0      NA        NA       0     NA      NA    NA
C102A 110)        17.1       23.8      -28.4      1.2         17.1       56.1    -69.6    92    303      NA    10
Non Comp          17.1       23.8      -28.4                  17.1       56.1    -69.6    35    303
Sub-Totals
- ------------------------------------------------------------------------------------------------------------------
Sub Category   1,452.5    1,699.0      -14.5               3,279.3    3,642.5    -10.0   317    362
Totals
==================================================================================================================
Category       1,452.5    1,699.0      -14.5               3,279.3    3,642.5    -10.0   317    362
Totals
==================================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION


                        MONTHLY MANAGEMENT SALES REPORT
                                 AS OF JUNE '98
                       (ALL SALES ARE ROUNDED TO 1000'S)

Select By: Unit Ref 110-B101 110-Q203
Primary Sort: Sales Cat
Secondary Sort: Sales Cat
Comp Only: No

E1 - Estimated Sales From Sales Entry
E2 - Occupant Historical Sales %'s
E3 - Sales Category %'s
E4 - Property Sales %'s
E5 - Estimated Annual Sales Growth %



<TABLE>
<CAPTION>
===================================================================================================
    UNIT         OCCUPANT        OPEN              CLOSE             CURRENT MONTH SALES      %
    NO.            NAME          DATE     GLA      DATE       CAT%      1998   1997        CHANGE
- ---------------------------------------------------------------------------------------------------
<S>         <C>               <C>       <C>     <C>        <C>       <C>       <C>       <C>
Restaurant                                 06
- ---------------------------------------------------------------------------------------------------
            Restaurant

C105 110)   Pickle Barrel     3/01/91    2141              25.8          27.5  28.3           -2.7
Comp Sub-Totals:                         2141                            27.5  28.3           -2.7
- ---------------------------------------------------------------------------------------------------
C112 110)   Pizzeria Uno                 6152              74.2         NA      NA           NA
C110 110)   Sports Heroes o   8/15/96           12/28/97                NA     63.3          NA
            CLOSED
Non Comp Sub-Totals                      6152                             0.0  63.3         -100.0
- ---------------------------------------------------------------------------------------------------
Sub Category Totals                      8293                            27.5  91.6          -69.9
===================================================================================================
Category Totals:                         8293                            27.5  91.6          -69.9
===================================================================================================

<CAPTION>
========================================================================================================================
                 YEAR-TO-DATE                                  FULL YEAR
    UNIT            SALES               %        1998            SALES               %       1998   1997    1998    BKP
    NO.         1998       1997      CHANGE      %CAT        1998       1997       CHANGE    $/SF   $/SF   BKP/SF    %
- ------------------------------------------------------------------------------------------------------------------------
<S>         <C>         <C>        <C>        <C>        <C>         <C>        <C>         <C>    <C>    <C>     <C>
Restaurant
- ------------------------------------------------------------------------------------------------------------------------
C105 110)        183.2  179.3           2.2   100.0        399.2E2       380.9       4.8     186    178     NA      NA
Comp             183.2  179.3           2.2                   399.2      380.9       4.8     186    178
- ------------------------------------------------------------------------------------------------------------------------
Sub-Totals:
- ------------------------------------------------------------------------------------------------------------------------
C112 110)      NANA                    NA       NA              0.0      NA         NA0              NA     NA      NA
C110 110)     NA526.2                  NA       NA           NA          983.9      NA        NA     92     NA       5
Non Comp      0.0526.2                -100.0                    0.0      983.9     -100.00           92
Sub-Totals
- ------------------------------------------------------------------------------------------------------------------------
Sub              183.2  705.5          -74.0                  399.2    1,364.8      -70.8     48                   106
Category
Totals
========================================================================================================================
Category         183.2  705.5          -74.0                  399.2    1,364.8      -70.8     48    106
Totals:
========================================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                                 AS OF JUNE '98
                       (ALL SALES ARE ROUNDED TO 1000'S)

Select By: Unit Ref 110-B101 110-Q203     E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                   E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                 E3 - Sales Category %'s              
Comp Only: No                             E4 - Property Sales %'s              
                                          E5 - Estimated Annual Sales Growth % 
                                          

<TABLE>
<CAPTION>
=======================================================================================================
    UNIT           OCCUPANT           OPEN              CLOSE            CURRENT MONTH SALES      %
    NO.              NAME             DATE      GLA      DATE     CAT%      1998   1997        CHANGE
- -------------------------------------------------------------------------------------------------------
<S>         <C>                    <C>        <C>     <C>       <C>      <C>       <C>       <C>
Food Court/Fast Food                             08
- -------------------------------------------------------------------------------------------------------
            Food Court/Fast Food

C211 110)   A & W                   11/09/91    633                 8.9      31.4      31.0       1.3
C223 110)   Arby's                   3/18/94    591                 8.3      55.7      62.2      -10.5
C225 110)   Bruchi's Cheese         11/22/91    565                 7.9      24.4      27.0       -9.7
C221 110)   Edo Japan               11/10/91    540                 7.6      31.7      37.8      -16.2
C213 110)   Flaming Wok             12/18/91    503                 7.1      30.0      30.6       -1.9
C205 110)   Ivar's #56              12/09/91    630                 8.9      31.4      32.5       -3.5
C217 110)   Juicers Smoothi         12/14/96    541                 7.6      18.4      20.4      -10.1
C207 110)   Salad Garden             3/31/96    649                 9.1      16.0      15.1       5.7
C215 110)   Sbarro #463             11/07/91    686                 9.6      30.4      39.1      -22.4
C209 110)   Schlotzsky's De         10/18/95    569                 8.0      18.5      19.5       -5.0
C219 110)   Taco Time                2/16/92    777                10.9      50.0      60.0      -16.6
Comp Sub-Totals                                6684                         337.7     375.1      -10.0
- -------------------------------------------------------------------------------------------------------
C203 110)   Frankfurter CLOSED       2/10/92     NA   1/04/98               NA          7.8      NA
C203 110)   Pronto-Pups                         429                 6.0     NA        NA         NA
Non Comp Sub-Totals                             858                           0.0       7.8     -100.0
- -------------------------------------------------------------------------------------------------------
Sub Category Totals                            7113                         337.7     382.9      -11.8
=======================================================================================================
Category Totals:                               7542                         337.7     382.9      -11.8
=======================================================================================================

<CAPTION>
==============================================================================================================
                YEAR-TO-DATE                              FULL YEAR
    UNIT            SALES             %      1998           SALES              %     1998   1997    1998   BKP
    NO.        1998       1997     CHANGE    %CAT       1998       1997     CHANGE   $/SF   $/SF   BKP/SF   %
- --------------------------------------------------------------------------------------------------------------
<S>         <C>        <C>        <C>      <C>      <C>         <C>        <C>      <C>    <C>    <C>     <C>
Food Court/Fast Food
- --------------------------------------------------------------------------------------------------------------
C211 110)       195.6      200.9     -2.7      9.4    438.8E2       440.3     -0.3    693    696     0      8
C223 110)       375.2      320.6    17.0      18.0    846.2E2       772.6     9.5    1432   1307     0      0
C225 110)       149.0      170.1    -12.4      7.2    345.3E2       362.4     -4.7    611    641     0      8
C221 110)       205.0      234.5    -12.6      9.8    471.0E2       493.9     -4.6    872    915     0      8
C213 110)       169.7      179.3     -5.3      8.2    380.8E2       388.1     -1.9    757    772     0     10
C205 110)       170.0      177.4     -4.2      8.2    382.2E2       383.4     -0.3    607    609     0      8
C217 110)       117.0      121.1     -3.4      5.6       117.0      244.2    -52.1    216    451     0      8
C207 110)        99.1       88.8    11.5       4.8        99.1      197.4    -49.8    153    304     0      8
C215 110)       172.8      209.2    -17.4      8.3    402.8E2       461.2    -12.7    587    672     0      8
C209 110)       111.6      121.3     -8.0      5.4    230.0E2       254.2     -9.5    404    447     0      9
C219 110)       315.5      350.4     -9.9     15.2    698.7E2       759.3     -8.0    899    977     0      8
Comp          2,080.5    2,173.6     -4.3              4,411.9    4,756.9     -7.3    660    712
Sub-Totals
- --------------------------------------------------------------------------------------------------------------
C203 110)         1.4       50.5    -97.2      0.1         1.4      110.2    -98.7      3    257     NA    10
C203 110)       NA         NA        NA       NA           0.0      NA        NA        0    NA      NA    NA
Non Comp          1.4       50.5    -97.2                  1.4      110.2    -98.7      2    257
Sub-Totals
- --------------------------------------------------------------------------------------------------------------
Sub           2,081.8    2,224.1     -6.4              4,413.3    4,867.1     -9.3    585    684
Category
Totals
==============================================================================================================
Category      2,081.8    2,224.1     -6.4              4,413.3    4,867.1     -9.3    585    684
Totals:
==============================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                                 AS OF JUNE '98
                       (ALL SALES ARE ROUNDED TO 1000'S)

Select By: Unit Ref 110-B101 110-Q203    E1 - Estimated Sales From Sales Entry 
Primary Sort: Sales Cat                  E2 - Occupant Historical Sales %'s    
Secondary Sort: Sales Cat                E3 - Sales Category %'s               
Comp Only: No                            E4 - Property Sales %'s               
                                         E5 - Estimated Annual Sales Growth %  
                                         

<TABLE>
<CAPTION>
================================================================================================
    UNIT         OCCUPANT        OPEN             CLOSE            CURRENT MONTH SALES      %
    NO.            NAME          DATE      GLA     DATE     CAT%      1998   1997        CHANGE
- ------------------------------------------------------------------------------------------------
<S>         <C>               <C>        <C>     <C>     <C>       <C>       <C>        <C>
Women's Wear                                 10
- ------------------------------------------------------------------------------------------------
            Women's Wear

C241 110)   Lane Bryant #65    11/07/91    7246              14.3      99.1      102.6     -3.4
C229 110)   Lerner New York    11/07/91   13331              26.3     135.4      144.0     -6.0
C201 110)   Limited Express    11/11/91   10711              21.1      93.6      104.3    -10.3
C201 110)   Mariposa #82        9/16/95    5155              10.2      38.5       64.6    -40.3
C215 110)   Modern Woman #      2/13/92    5664              11.2      51.0       60.7    -15.9
C217 110)   Northern Reflec     4/28/93    2478               4.9      34.0       58.3    -41.7
C203 110)   Rave #434          10/11/91    2138               4.2      68.8       68.1     1.0
C211 110)   Smart Sizes #65     7/31/92    4019               7.9      45.5       40.7    11.9
Comp Sub-Totals:                          50742                       565.9      643.2    -12.0
================================================================================================
Category Totals:                          50742                       565.9      643.2    -12.0
================================================================================================

<CAPTION>
=====================================================================================================================
                YEAR-TO-DATE                                   FULL YEAR
    UNIT            SALES              %        1998             SALES                %     1998   1997    1998   BKP
    NO.        1998       1997      CHANGE      %CAT        1998         1997      CHANGE   $/SF   $/SF   BKP/SF   %
- ---------------------------------------------------------------------------------------------------------------------
<S>         <C>        <C>        <C>        <C>       <C>           <C>          <C>      <C>    <C>    <C>     <C>
Women's Wear
- ---------------------------------------------------------------------------------------------------------------------
C241 110)       461.2      524.9      -12.1      15.4     966.0E2        1,065.7     -9.4   133    147     340    5
C229 110)       639.5      706.1       -9.4      21.3    1,428.2E2       1,579.7     -9.6   107    119     340    5
C201 110)       505.7      488.9       3.5       16.8    1,107.1E2       1,178.2     -6.0   103    110     560    5
C201 110)       345.9      423.5      -18.3      11.5     735.8E2          909.0    -19.1   143    177       0    5
C215 110)       286.3      319.9      -10.5       9.5     563.0E2          634.6    -11.3    99    112       0    5
C217 110)       225.6      330.2      -31.7       7.5     640.0E2          774.1    -17.3   258    312       0    5
C203 110)       313.0      323.0       -3.1      10.4     759.8E2          756.7     0.4    355    354       0    5
C211 110)       224.6      193.2      16.2        7.5     448.0E2          413.7     8.3    111    103       0    5
Comp          3,001.8    3,309.6       -9.3                 6,648.0      7,312.6     -9.1   131    144
Sub-Totals:
=====================================================================================================================
Category      3,001.8    3,309.6       -9.3                 6,648.0      7,312.6     -9.1   131    144
Totals:
=====================================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                                 AS OF JUNE '98
                       (ALL SALES ARE ROUNDED TO 1000'S)

Select By: Unit Ref 110-B101 110-Q203     E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                   E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                 E3 - Sales Category %'s              
Comp Only: No                             E4 - Property Sales %'s              
                                          E5 - Estimated Annual Sales Growth % 
                                          







<TABLE>
<CAPTION>
=================================================================================================
    UNIT          OCCUPANT         OPEN             CLOSE            CURRENT MONTH SALES     %
    NO.             NAME           DATE      GLA     DATE     CAT%      1998   1997       CHANGE
- -------------------------------------------------------------------------------------------------
<S>         <C>                 <C>        <C>     <C>     <C>       <C>       <C>       <C>
Women's Specialty                             11
- -------------------------------------------------------------------------------------------------
            Women's Specialty

C209 110)   Motherhood Mate       4/29/94   1055           12.2          26.5      23.5    12.7
C211 110)   Swim-In              12/21/94   1063           12.3          45.0      40.2    11.8
C201 110)   Victoria's Secr      11/07/91   6521           75.5         195.4     225.8    -13.5
Comp Sub-Totals:                            8639                        267.0     289.6     -7.8
=================================================================================================
Category Totals:                            8639                        267.0     289.6     -7.8
=================================================================================================

<CAPTION>
=================================================================================================================
                YEAR-TO-DATE                                FULL YEAR
    UNIT            SALES             %       1998            SALES               %     1998   1997    1998   BKP
    NO.        1998       1997     CHANGE     %CAT        1998        1997     CHANGE   $/SF   $/SF   BKP/SF   %
- -----------------------------------------------------------------------------------------------------------------
<S>         <C>        <C>        <C>      <C>       <C>           <C>        <C>      <C>    <C>    <C>     <C>
Women's Specialty
- -----------------------------------------------------------------------------------------------------------------
C209 110)       146.6      156.1     -6.1  12.0         319.8E2        303.6     5.4    303    288       0    6
C211 110)       178.7      176.0     1.5   14.6         310.6E2        313.3     -0.9   292    295     357    7
C201 110)       899.8      984.1     -8.6  73.4        2,157.0E2     2,197.7     -1.9   331    337     340    5
Comp          1,225.1    1,316.3     -6.9                 2,787.4    2,814.6     -1.0   323    326
Sub-Totals:
=================================================================================================================
Category      1,225.1    1,316.3     -6.9                 2,787.4    2,814.6     -1.0   323    326
Totals:
=================================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                                 AS OF JUNE '98
                       (ALL SALES ARE ROUNDED TO 1000'S)

Select By: Unit Ref 110-B101 110-Q203     E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                   E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                 E3 - Sales Category %'s              
Comp Only: No                             E4 - Property Sales %'s              
                                          E5 - Estimated Annual Sales Growth % 
                                          
<TABLE>
<CAPTION>
================================================================================================
    UNIT        OCCUPANT        OPEN             CLOSE            CURRENT MONTH SALES      %
    NO.           NAME          DATE      GLA     DATE     CAT%      1998   1997        CHANGE
- ------------------------------------------------------------------------------------------------
<S>         <C>              <C>        <C>     <C>     <C>       <C>       <C>       <C>
Men's Wear                                 12
- ------------------------------------------------------------------------------------------------
            Men's Wear
03 110)     Hamer's          11/09/94    3025           34.2          48.0      60.3      -20.4
05 110)     Mr. Rags #2120   12/11/91    1522           17.2          62.5      53.6      16.6
03 110)     Structure #115   11/11/91    4288           48.5          51.4      60.1      -14.5
Comp Sub-Totals:                         8835                        161.8     173.9       -7.0
================================================================================================
Category Totals:                         8835                        161.8     173.9       -7.0
================================================================================================

<CAPTION>
==================================================================================================================
                YEAR-TO-DATE                                  FULL YEAR
    UNIT            SALES              %        1998            SALES              %     1998   1997    1998   BKP
    NO.        1998       1997      CHANGE      %CAT       1998        1997     CHANGE   $/SF   $/SF   BKP/SF   %
- ------------------------------------------------------------------------------------------------------------------
<S>         <C>        <C>        <C>        <C>       <C>          <C>        <C>      <C>    <C>    <C>     <C>
Men's Wear
- ------------------------------------------------------------------------------------------------------------------
03 110)     346.2          407.7      -15.1  38.8        842.7E2        870.2     -3.2   279    288      0     6
05 110)     284.3          314.8       -9.7  31.9        793.9E2        716.6    10.8    522    471      0     6
03 110)     261.9          292.9      -10.6  29.3        611.0E2        636.0     -3.9   142    148      0     0
Comp        892.4        1,015.4      -12.1                2,247.6    2,222.8     1.1    254    252
Sub-Totals:
==================================================================================================================
Category    892.4        1,015.4      -12.1                2,247.6    2,222.8     1.1    254    252
Totals:
==================================================================================================================
</TABLE>

                                       1
<PAGE>

                               SABEY CORPORATION


                        MONTHLY MANAGEMENT SALES REPORT
                                 AS OF JUNE '98
                       (ALL SALES ARE ROUNDED TO 1000'S)

Select By: Unit Ref 110-B101 110-Q203    E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                  E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                E3 - Sales Category %'s              
Comp Only: No                            E4 - Property Sales %'s              
                                         E5 - Estimated Annual Sales Growth % 
                                         

<TABLE>
<CAPTION>
====================================================================================================
    UNIT          OCCUPANT        OPEN             CLOSE             CURRENT MONTH SALES       %
     NO.            NAME          DATE      GLA     DATE     CAT%      1998    1997         CHANGE
- ----------------------------------------------------------------------------------------------------
<S>          <C>               <C>        <C>     <C>     <C>       <C>        <C>        <C>
Inisex                                        14
- ----------------------------------------------------------------------------------------------------
             Unisex
113 110)     Eddie Bauer         7/26/96    6208              20.2      152.9      231.3      -28.3
221 110)     Gap, The #7502      8/14/92    5865              19.0      372.9      274.5      35.9
121 110)     Hot Topic #28       6/28/95    1124               3.7       52.9       66.5      -20.5
125 110)     Jay Jacobs #22      3/04/96    4996              16.2       75.3       67.9      10.9
217 110)     Maurices #342/J    11/21/91    8881              28.8       52.6       57.0       -7.7
143 110)     Pacific Sunwear    11/11/92    1697               5.5       53.1       46.3      14.8
107 110)     Zumiez              3/26/92    2018               6.6       70.7       72.5       -2.5
Comp Sub-Totals:                           30789                        830.5      798.0       4.1
- ----------------------------------------------------------------------------------------------------
201 110)     Above the Belt        NA        NA                         NA         NA         NA
Non Comp Sub-Totals                            0                          0.0        0.0
- ----------------------------------------------------------------------------------------------------
Sub Category Totals                        30789                        830.5      798.0       4.1
====================================================================================================
Category Totals:                           30789                        830.5      798.0       4.1
====================================================================================================
<CAPTION>
=======================================================================================================================
                 YEAR-TO-DATE                                   FULL YEAR
    UNIT             SALES              %        1998             SALES                %      1998   1997    1998   BKP
     NO.        1998       1997      CHANGE      %CAT       1998         1997       CHANGE    $/SF   $/SF   BKP/SF   %
- -----------------------------------------------------------------------------------------------------------------------
<S>          <C>        <C>        <C>        <C>       <C>          <C>          <C>        <C>    <C>    <C>     <C>
Inisex
- -----------------------------------------------------------------------------------------------------------------------
113 110)         670.7      944.2      -29.0      16.1        670.7      2,331.4      -71.2   108    376      0     5
221 110)       1,850.2    1,428.8      29.5       44.5   4,302.6E2       3,676.5      17.0    734    627      0     5
121 110)         255.4      325.8      -21.6       6.1    697.3E2          746.2       -6.6   620    664      0     6
125 110)         419.0      390.8       7.2       10.1    985.2E2          917.4       7.4    197    184      0     6
217 110)         317.8      357.7      -11.1       7.6    812.9E2          736.1      10.4     92     83      0     5
143 110)         258.2      203.8      26.7        6.2    752.0E2          576.4      30.5    443    340      0     5
107 110)         388.9      423.4       -8.1       9.3   1,094.0E2       1,222.6      -10.5   542    606      0     7
Comp           4,160.2    4,074.6       2.1                 9,314.7     10,206.5       -8.7   303    331
Sub-Totals:
- -----------------------------------------------------------------------------------------------------------------------
201 110)         NA         NA         NA        NA             0.0       NA          NA       NA     NA      NA    NA
Non Comp           0.0        0.0                               0.0          0.0               NA     NA
Sub-Totals
- -----------------------------------------------------------------------------------------------------------------------
Sub Category   4,160.2    4,074.6       2.1                 9,314.7     10,206.5       -8.7   303    331
Totals
=======================================================================================================================
Category       4,160.2    4,074.6       2.1                 9,314.7     10,206.5       -8.7   303    331
Totals:
=======================================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                                 AS OF JUNE '98
                       (ALL SALES ARE ROUNDED TO 1000'S)

Select By: Unit Ref 110-B101 110-Q203     E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                   E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                 E3 - Sales Category %'s              
Comp Only: No                             E4 - Property Sales %'s              
                                          E5 - Estimated Annual Sales Growth % 
                                          
<TABLE>
<CAPTION>
================================================================================================
    UNIT         OCCUPANT        OPEN             CLOSE            CURRENT MONTH SALES      %
    NO.            NAME          DATE      GLA     DATE     CAT%      1998    1997       CHANGE
- ------------------------------------------------------------------------------------------------
<S>         <C>               <C>        <C>     <C>     <C>       <C>        <C>       <C>
Children's Wear                             16
- ------------------------------------------------------------------------------------------------
            Children's Wear
17 110)     GapKids #9250      11/18/94   4830           78.4          101.2      92.6      9.2
03 110)     Gymboree #241       7/03/95   1331           21.6           75.7      52.0     45.4
Comp Sub-Totals:                          6161                         176.9     144.7     22.3
================================================================================================
Category Totals:                          6161                         176.9     144.7     22.3
================================================================================================
<CAPTION>
===================================================================================================================
                YEAR-TO-DATE                                 FULL YEAR
    UNIT            SALES             %       1998             SALES                %     1998   1997    1998   BKP
    NO.        1998       1997     CHANGE     %CAT        1998         1997      CHANGE   $/SF   $/SF   BKP/SF   %
- -------------------------------------------------------------------------------------------------------------------
<S>         <C>        <C>        <C>      <C>       <C>           <C>          <C>      <C>    <C>    <C>     <C>
Children's Wear
- -------------------------------------------------------------------------------------------------------------------
17 110)     606.7      573.4      5.8      65.4      1,432.3E2         1,396.2  2.6       297    289      0     5
03 110)     320.5      301.8      6.2      34.6       749.4E2            698.8  7.2       563    525      0     5
Comp        927.2      875.2      5.9                2,181.6           2,094.9  4.1       354    340
Sub-Totals:
===================================================================================================================
Category    927.2      875.2      5.9                2,181.6           2,094.9  4.1       354    340
Totals:
===================================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                                 AS OF JUNE '98
                       (ALL SALES ARE ROUNDED TO 1000'S)

Select By: Unit Ref 110-B101 110-Q203     E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                   E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                 E3 - Sales Category %'s              
Comp Only: No                             E4 - Property Sales %'s              
                                          E5 - Estimated Annual Sales Growth % 
                                          
<TABLE>
<CAPTION>
======================================================================================================
    UNIT           OCCUPANT         OPEN              CLOSE             CURRENT MONTH SALES      %
     NO.             NAME           DATE      GLA      DATE      CAT%      1998   1997        CHANGE
- ------------------------------------------------------------------------------------------------------
<S>          <C>                 <C>        <C>     <C>       <C>       <C>       <C>       <C>
Specialty Apparel                              18
- ------------------------------------------------------------------------------------------------------
             Specialty Apparel
207 110)     Pro-Image             7/01/95   2007             41.3          25.4  40.2          -36.9
205 110)     Wilsons The Lea       4/02/92   2847             58.7          39.0  31.8          22.3
Comp Sub-Totals:                             4854                           64.3  72.1          -10.7
- ------------------------------------------------------------------------------------------------------
205 110)     R.C. Boot Barn       11/23/91     NA   8/18/97                NA     23.1          NA
             CLOSED
Non Comp Sub-Totals                             0                            0.0  23.1         -100.0
- ------------------------------------------------------------------------------------------------------
Sub Category Totals                          4854                           64.3  95.2          -32.4
======================================================================================================
Category Totals:                             4854                           64.3  95.2          -32.4
======================================================================================================

<CAPTION>
=====================================================================================================================
                 YEAR-TO-DATE                                  FULL YEAR
    UNIT             SALES              %        1998            SALES               %      1998   1997    1998   BKP
     NO.        1998       1997      CHANGE      %CAT       1998        1997      CHANGE    $/SF   $/SF   BKP/SF   %
- ---------------------------------------------------------------------------------------------------------------------
<S>          <C>        <C>        <C>        <C>       <C>          <C>        <C>        <C>    <C>    <C>     <C>
Specialty
Apparel
- ---------------------------------------------------------------------------------------------------------------------
207 110)         142.6  202.0          -29.4  31.7        373.7E2        532.8      -29.9   186    265      0     6
205 110)         307.7  262.6          17.2   68.3        883.2E2        810.9       8.9    310    285      0     5
Comp             450.2  464.6           -3.1                1,256.9    1,343.7       -6.5   259    277
Sub-Totals:
- ---------------------------------------------------------------------------------------------------------------------
205 110)         NA     153.2          NA      NA            NA          176.7      NA       NA     68      NA    6
Non Comp           0.0  153.2         -100.0                    0.0      176.7     -100.0    NA     68
Sub-Totals
- ---------------------------------------------------------------------------------------------------------------------
Sub Category     450.2  617.8          -27.1                1,256.9    1,520.4      -17.3   259    204
Totals
=====================================================================================================================
Category         450.2  617.8          -27.1                1,256.9    1,520.4      -17.3   259    204
Totals:
=====================================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                                 AS OF JUNE '98
                       (ALL SALES ARE ROUNDED TO 1000'S)

Select By: Unit Ref 110-B101 110-Q203    E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                  E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                E3 - Sales Category %'s              
Comp Only: No                            E4 - Property Sales %'s              
                                         E5 - Estimated Annual Sales Growth % 
                                         
<TABLE>
<CAPTION>
=====================================================================================================
    UNIT          OCCUPANT         OPEN              CLOSE             CURRENT MONTH SALES      %
     NO.            NAME           DATE      GLA      DATE      CAT%      1998   1997        CHANGE
- -----------------------------------------------------------------------------------------------------
<S>          <C>                <C>        <C>     <C>       <C>       <C>       <C>       <C>
Accessories                                   20
- -----------------------------------------------------------------------------------------------------
             Accessories
121 110)     After Thoughts       4/11/92    861                 15.7      24.1      31.2      -22.9
201 110)     After Thoughts       8/30/91    824                 15.1      26.3      30.1      -12.9
201 110)     Claire's #5839       8/23/91    699                 12.8      34.6      35.6       -2.6
119 110)     Silver Safari       11/20/92    396                  7.2       8.3       9.8      -15.7
109 110)     Sunglass Hut #1      4/01/95    603                 11.0      45.4      47.8       -5.0
211 100)     Sunglass Hut #1     11/16/91    741                 13.5      27.4      31.0      -11.8
Comp Sub-Totals:                            4124                          166.0     185.6      -10.5
- -----------------------------------------------------------------------------------------------------
 31 110)     Express Yourself     9/10/92     NA   1/20/97                NA        NA         NA
             CLOSED
 19 110)     Icing, The #342     10/31/97   1349                 24.6      16.0     NA         NA
Non Comp Sub-Totals                         1349                           16.0       0.0
- -----------------------------------------------------------------------------------------------------
Sub Category Totals                         5473                          182.1     185.6       -1.9
=====================================================================================================
Category Totals:                            5473                          182.1     185.6       -1.9
=====================================================================================================

<CAPTION>
===================================================================================================================
                 YEAR-TO-DATE                                  FULL YEAR
    UNIT             SALES              %        1998            SALES              %     1998   1997    1998   BKP
     NO.        1998       1997      CHANGE      %CAT       1998        1997     CHANGE   $/SF   $/SF   BKP/SF   %
- -------------------------------------------------------------------------------------------------------------------
<S>          <C>        <C>        <C>        <C>       <C>          <C>        <C>      <C>    <C>    <C>     <C>
Accessories
- -------------------------------------------------------------------------------------------------------------------
121 110)         130.6      148.0      -11.8      15.3    309.4E2        318.3     -2.8   359    370       0     7
201 110)         134.5      146.1       -7.9      15.7    322.4E2        322.2     0.1    391    391       0     7
201 110)         165.6      188.5      -12.2      19.4    304.5E2        407.8     -5.7   550    583       0     7
119 110)          46.8       60.0      -21.9       5.5    123.6E2        142.4    -13.2   312    360       0     8
109 110)         184.9      223.1      -17.1      21.6    354.7E2        407.3    -12.9   588    675       0    10
211 100)         106.3      133.1      -20.1      12.4    230.9E2        235.3     -1.9   312    318     500     8
Comp             768.7      898.7      -14.5                1,725.4    1,833.3     -5.9   418    445
Sub-Totals:
- -------------------------------------------------------------------------------------------------------------------
 31 110)         NA         NA         NA        NA          NA          NA        NA      NA     NA      NA     8
 19 110)          86.4      NA         NA         10.1         86.4       71.3    21.1     64     53       0     7
Non Comp          86.4        0.0                              86.4       71.3    21.1     64     53
Sub-Totals
- -------------------------------------------------------------------------------------------------------------------
Sub Category     855.1      898.7       -4.8                1,811.9    1,904.6     -4.9   331    348
Totals
===================================================================================================================
Category         855.1      898.7       -4.8                1,811.9    1,904.6     -4.9   331    348
Totals:
===================================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                                 AS OF JUNE '98
                       (ALL SALES ARE ROUNDED TO 1000'S)

Select By: Unit Ref 110-B101 110-Q203    E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                  E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                E3 - Sales Category %'s              
Comp Only: No                            E4 - Property Sales %'s              
                                         E5 - Estimated Annual Sales Growth % 
                                         
<TABLE>
<CAPTION>
=====================================================================================================
   UNIT         OCCUPANT          OPEN              CLOSE             CURRENT MONTH SALES       %
   NO.            NAME            DATE      GLA      DATE      CAT%      1998    1997        CHANGE
- -----------------------------------------------------------------------------------------------------
<S>       <C>                  <C>        <C>     <C>       <C>       <C>        <C>       <C>
Shoes                                         22
- -----------------------------------------------------------------------------------------------------
        Shoes

09 110)   Foot Locker #08       11/27/91    2851                11.2      61.5       94.5      -34.9
45 110)   Foot Locker #10       11/27/91    2397                 9.4      54.5       78.7      -30.7
01 110)   Footaction, USA        4/09/92    2139                 8.4      39.0       70.1      -44.4
13 110)   Homestead Birke        4/04/93     774                 3.0      63.1       79.8      -21.0
05 110)   Kid's Foot Lock       11/14/96    1548                 6.1      23.5       33.3      -29.5
19 110)   Kinney Shoes #0       12/07/92    2741                10.8      30.7       44.0      -30.2
07 110)   Lady Foot Locke        2/13/92    1826                 7.2      51.9       70.0      -25.8
01 110)   Naturalizer Sho        2/28/93    2022                 8.0      42.1       33.6      25.2
47 110)   Payless Kids #4        8/02/92    1348                 5.3      20.4       22.7      -10.2
05 110)   Payless Shoesou       11/03/91    2819                11.1      77.4       82.1       -5.8
17 110)   Rizzuto's Wide        11/13/91    1093                 4.3      36.6       35.3       3.9
33 110)   Track `n Trail         9/17/96    1836                 7.2      51.0       55.9       -8.9
01 110)   Village Shoes          7/20/91    2007                 7.9      75.5       80.1       -5.7
Comp Sub-Totals:                           25401                         627.3      780.2      -19.6
- -----------------------------------------------------------------------------------------------------
21 110)   Leeds #3993 Closed     9/01/84     NA   8/24/97                 NA         49.1      NA
Non Comp Sub-Totals                            0                           0.0       49.1     -100.0
- -----------------------------------------------------------------------------------------------------
Sub Category Totals                        25401                         627.3      829.3      -24.4
=====================================================================================================
Category Totals:                           25401                         627.3      829.3      -24.4
=====================================================================================================

<CAPTION>
================================================================================================================
   UNIT    YEAR-TO-DATE SALES        %       1996      FULL YEAR SALES          %      1996   1995    1996   BKP
   NO.       1998       1997      CHANGE     %CAT       1996       1995      CHANGE    $/SF   $/SF   BKP/SF   %
- ----------------------------------------------------------------------------------------------------------------
<S>       <C>        <C>        <C>        <C>      <C>         <C>        <C>        <C>    <C>    <C>     <C>
Shoes
- ----------------------------------------------------------------------------------------------------------------

09 110)       298.8      490.9      -39.1      8.7    679.2E2       972.2      -30.1   238    341      0     6
45 110)       282.5      376.5      -25.0      8.2    649.7E2       786.8      -17.4   271    328      0     6
01 110)       203.3      344.1      -40.9      5.9    476.1E2       698.1      -31.8   223    326      0     5
13 110)       313.0      378.9      -17.4      9.1    665.7E2       760.3      -12.4   860    982      0     6
05 110)       145.3      181.7      -20.1      4.2       145.3      372.3      -61.0    94    241      0     6
19 110)       174.0      204.2      -14.8      5.1    425.3E2       432.4       -1.6   155    158      0     6
07 110)       315.4      458.1      -31.1      9.2    691.6E2       868.7      -20.4   379    476      0     6
01 110)       225.6      229.7       -1.8      6.6    435.2E2       482.7       -9.8   215    239      0     5
47 110)       145.1      148.2       -2.1      4.2    336.3E2       318.1       5.7    250    236      0     6
05 110)       447.9      455.7       -1.7     13.1    964.4E2       927.5       4.0    342    329      0     6
17 110)       200.9      197.9       1.5       5.9    431.5E2       432.7       -0.3   395    396      0     6
33 110)       241.2      236.7       1.9       7.0       241.2      580.7      -58.5   131    316      0     6
01 110)       439.2      454.4       -3.3     12.8    971.4E2       958.8       1.3    484    478      0     5
Comp        3,432.2    4,157.0      -17.4              7,113.0    8,591.2      -17.2   280    338
Sub-Total
- ----------------------------------------------------------------------------------------------------------------
21 110)       NA         254.4      NA        NA        NA          336.5      NA       NA    107      NA    5
Non Comp        0.0      254.4     -100.0                  0.0      336.5     -100.0    NA    107
Sub-Total
- ----------------------------------------------------------------------------------------------------------------
Sub         3,432.2    4,411.3      -22.2              7,113.0    8,927.7      -20.3   280    313
Category
Totals
================================================================================================================
Category    3,432.2    4,411.3      -22.2              7,113.0    8,927.7      -20.3   280    313
Totals:
================================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                                 AS OF JUNE '98
                       (ALL SALES ARE ROUNDED TO 1000'S)

Select By: Unit Ref 110-B101 110-Q203    E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                  E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                E3 - Sales Category %'s              
Comp Only: No                            E4 - Property Sales %'s              
                                         E5 - Estimated Annual Sales Growth % 
                                         
<TABLE>
<CAPTION>
====================================================================================================
       UNIT           OCCUPANT        OPEN            CLOSE             CURRENT MONTH SALES     %
       NO.              NAME          DATE     GLA     DATE     CAT%       1998   1997       CHANGE
- ----------------------------------------------------------------------------------------------------
<S>               <C>              <C>       <C>     <C>     <C>        <C>       <C>       <C>
Furniture                                       24
- ----------------------------------------------------------------------------------------------------
        Furniture

01 110)           Bombay Co./The   9/24/93    4001           100.0          67.9      49.2     37.9
Comp Sub-Totals:                              4001                          67.9      49.2     37.9
====================================================================================================
Category Totals:                              4001                          67.9      49.2     37.9
====================================================================================================

<CAPTION>
======================================================================================================================
       UNIT        YEAR-TO-DATE SALES       %       1998       FULL YEAR SALES         %     1998   1997    1998   BKP
       NO.           1998       1997     CHANGE     %CAT        1998       1997     CHANGE   $/SF   $/SF   BKP/SF   %
- ----------------------------------------------------------------------------------------------------------------------
<S>               <C>        <C>        <C>      <C>        <C>         <C>        <C>      <C>    <C>    <C>     <C>
Furniture
- ----------------------------------------------------------------------------------------------------------------------
        Furniture

01 110)               269.6      265.7      1.5  100.0        690.7E2       611.8     12.9   173    153      0     6
Comp Sub-Totals:      269.6      265.7      1.5                  690.7      611.8     12.9   173    153
======================================================================================================================
Category Totals:      269.6      265.7      1.5                  690.7      611.8     12.9   173    153
======================================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                                 AS OF JUNE '98
                       (ALL SALES ARE ROUNDED TO 1000'S)

Select By: Unit Ref 110-B101 110-Q203    E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                  E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                E3 - Sales Category %'s              
Comp Only: No                            E4 - Property Sales %'s              
                                         E5 - Estimated Annual Sales Growth % 
                                         
<TABLE>
<CAPTION>
========================================================================================================
   UNIT            OCCUPANT           OPEN             CLOSE             CURRENT MONTH SALES       %
    NO.              NAME             DATE     GLA      DATE      CAT%      1998    1997        CHANGE
- --------------------------------------------------------------------------------------------------------
<S>        <C>                     <C>       <C>     <C>       <C>       <C>        <C>       <C>
Home Accessories                                26
- --------------------------------------------------------------------------------------------------------
        Home Accessories

207 110)   House of Cutler         6/01/92    1004             15.7          22.1       30.8      -28.0
211 110)   Inprints                7/01/92    1426             22.3          41.2       43.2       -4.5
215 110)   Lechters #93            3/01/92    3067             48.0          35.1       41.0      -14.3
109 100)   Select Comfort          2/16/96     893             14.0          77.0      122.0      -36.9
Comp Sub-Totals:                              6390                          175.4      236.9      -26.0
- --------------------------------------------------------------------------------------------------------
109 110)   Deck the Walls CLOSED   2/08/92      NA   6/15/97                 NA        NA         NA
Non Comp Sub-Totals                              0                            0.0        0.0
- --------------------------------------------------------------------------------------------------------
Sub Category Totals                           6390                          175.4      236.9      -26.0
========================================================================================================
Category Totals:                              6390                          175.4      236.9      -26.0
========================================================================================================

<CAPTION>
==================================================================================================================
   UNIT     YEAR-TO-DATE SALES        %        1998      FULL YEAR SALES          %      1998   1997    1998   BKP
    NO.       1998       1997      CHANGE      %CAT       1998       1997      CHANGE    $/SF   $/SF   BKP/SF   %
- ------------------------------------------------------------------------------------------------------------------
<S>        <C>        <C>        <C>        <C>       <C>         <C>        <C>        <C>    <C>    <C>     <C>
Home Accessories
- ------------------------------------------------------------------------------------------------------------------
        Home Accessories

207 110)       105.8      141.7      -25.4  11.5        315.3E2       375.3      -16.0   314    374      0     7
211 110)       206.4      194.0       6.4   22.5        645.4E2       477.5      35.2    453    335      0     6
215 110)       182.0      204.3      -10.9  19.8        502.6E2       520.9       -3.5   164    170      0     5
109 100)       423.7      399.1       6.2   46.2           423.7      847.4      -50.0   475    949      0     6
Comp           918.0      939.2       -2.3               1,887.0    2,221.1      -15.0   295    348
Sub-Totals
- ------------------------------------------------------------------------------------------------------------------
109 110)       NA          89.5      NA      NA           NA           89.5      NA       NA     66      NA    NA
Non Comp         0.0       89.5     -100.0                   0.0       89.5     -100.0    NA     66
Sub-Totals
- ------------------------------------------------------------------------------------------------------------------
Sub            918.0    1,028.6      -10.8               1,887.0    2,310.6      -18.3   295    299
Category
Totals
==================================================================================================================
Category       918.0    1,028.6      -10.8               1,887.0    2,310.6      -18.3   295    299
Totals:
==================================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                                 AS OF JUNE '98
                       (ALL SALES ARE ROUNDED TO 1000'S)

Select By: Unit Ref 110-B101 110-Q203    E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                  E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                E3 - Sales Category %'s              
Comp Only: No                            E4 - Property Sales %'s              
                                         E5 - Estimated Annual Sales Growth % 
                                         
<TABLE>
<CAPTION>
======================================================================================================================
         UNIT                  OCCUPANT            OPEN              CLOSE             CURRENT MONTH SALES       %
          NO.                    NAME              DATE      GLA      DATE      CAT%      1998    1997        CHANGE
- ----------------------------------------------------------------------------------------------------------------------
<S>                    <C>                      <C>        <C>     <C>       <C>       <C>        <C>       <C>
Electronics/Appliances                                         28
- ----------------------------------------------------------------------------------------------------------------------
                       Eletronics/Appliances

03 110)                Kits Cameras 1            11/25/94    1491                13.3      51.1       57.0      -10.4
09 110)                Musicland #887             3/13/92    1583                14.1      48.2       55.3      -12.7
03 110)                Radio Shack #37           12/05/97    2625                23.4      53.9       60.6      -11.0
04 110)                Sam Goody #0851            6/28/91    2272                20.2      77.1       80.8       -4.4
14 110)                Software Etc.#             4/08/92    1106                 9.9      56.4       51.1      10.3
05 110)                Suncoast #3258            10/07/92    2144                19.1      44.7       55.9      -20.0
Comp Sub-Totals:                                            11221                         331.5      360.5       -8.1
- ----------------------------------------------------------------------------------------------------------------------
09 110)                Malecki Music E Closed     7/31/92     NA   7/31/97                 NA         13.6      NA
Non Comp Sub-Totals                                             0                           0.0       13.6     -100.0
- ----------------------------------------------------------------------------------------------------------------------
Sub Category Totals                                         11221                         331.5      374.1      -11.4
======================================================================================================================
Category Totals:                                            11221                         331.5      374.1      -11.4
======================================================================================================================

<CAPTION>
================================================================================================================================
         UNIT           YEAR-TO-DATE SALES        %        1998       FULL YEAR SALES           %      1998   1997    1998   BKP
          NO.             1998       1997      CHANGE      %CAT        1998        1997      CHANGE    $/SF   $/SF   BKP/SF   %
- --------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>        <C>        <C>        <C>       <C>           <C>        <C>        <C>    <C>    <C>     <C>
Electronics/Appliances
- --------------------------------------------------------------------------------------------------------------------------------
03 110)                    218.6      289.9      -24.6  11.3         548.8E2        612.3      -10.4   368    411      0     3
09 110)                    300.2      311.9       -3.8  15.5         765.6E2        763.3       0.3    484    482      0     5
03 110)                    328.8      362.6       -9.3  17.0         866.6E2        880.9       -1.6   330    432      0     3
04 110)                    473.7      472.2       0.3   24.5        1,184,5E2     1,169.4       1.3    521    515      0     5
14 110)                    291.9      289.3       0.9   15.1         625.8E2        683.7       -8.5   566    618      0     5
05 110)                    320.4      387.1      -17.2  16.6         801.9E2        910.6      -11.9   374    425      0     5
Comp Sub-Totals:         1,933.6    2,113.0       -8.5                 4,793.1    5,020.1       -4.5   427    472
- --------------------------------------------------------------------------------------------------------------------------------
09 110)                    NA          81.7      NA      NA            NA            91.6      NA       NA     94      NA    6
Non Comp Sub-Totals          0.0       81.7     -100.0                     0.0       91.6     -100.0    NA     94
- --------------------------------------------------------------------------------------------------------------------------------
Sub Category Totals      1,933.6    2,194.7      -11.9                 4,793.1    5,111.8       -6.2   427    440
================================================================================================================================
Category Totals:         1,933.6    2,194.7      -11.9                 4,793.1    5,111.8       -6.2   427    440
================================================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION
                        MONTHLY MANAGEMENT SALES REPORT
                                 AS OF JUNE '98
                       (ALL SALES ARE ROUNDED TO 1000'S)

Select By: Unit Ref 110-B101 110-Q203    E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                  E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                E3 - Sales Category %'s              
Comp Only: No                            E4 - Property Sales %'s              
                                         E5 - Estimated Annual Sales Growth % 
                                         
<TABLE>
<CAPTION>
====================================================================================================================
             UNIT                   OCCUPANT        OPEN              CLOSE          CURRENT MONTH SALES       %
              NO.                     NAME          DATE      GLA      DATE    CAT%     1998   1997         CHANGE
- --------------------------------------------------------------------------------------------------------------------
<S>                            <C>               <C>        <C>     <C>       <C>    <C>       <C>        <C>
Hobbies/Sports/Special Interst                                  30
- --------------------------------------------------------------------------------------------------------------------
                               Hobbies/Sports/Special Interst

23 110)                        Champs Sports #     3/13/92    5226  42.0                 94.2      129.9      -27.4
27 110)                        Nordic Track Fi     8/12/94    2047  16.5                 13.2       31.9      -58.6
19 110)                        Pedersen's         11/21/91    5160  41.5                 43.1       77.1      -44.1
Comp Sub-Totals:                                             12433                      150.5      238.9      -37.0
====================================================================================================================
Category Totals:                                             12433                      150.5      238.9      -37.0
====================================================================================================================

<CAPTION>
=============================================================================================================================
             UNIT               YEAR-TO-DATE SALES        %        1998        FULL YEAR SALES            %      1998   1997
              NO.                 1998       1997      CHANGE      %CAT        1998         1997       CHANGE    $/SF   $/SF
- -----------------------------------------------------------------------------------------------------------------------------
<S>                            <C>        <C>        <C>        <C>       <C>           <C>          <C>        <C>    <C>
Hobbies/Sports/Special Interst
- -----------------------------------------------------------------------------------------------------------------------------
23 110)                            508.6      656.7      -22.5  45.8        1,222,8E2       1,454.2      -15.9   234    278
27 110)                            289.2      491.6      -41.2  26.0         522.3E2          824.4      -36.6   255    403
19 110)                            313.3      451.5      -30.6  28.2         794.2E2        1,169.5      -32.1   154    227
Comp Sub-Totals:                 1,111.1    1,599.7      -30.5                 2,539.3      3,448.0      -26.4   204    277
=============================================================================================================================
Category Totals:                 1,111.1    1,599.7      -30.5                 2,539.3      3,448.0      -26.4   204    277
=============================================================================================================================

<CAPTION>
===========================================
             UNIT                1998   BKP
              NO.               BKP/SF   %
- -------------------------------------------
<S>                            <C>     <C>
Hobbies/Sports/Special Interst
- -------------------------------------------
23 110)                           0     5
27 110)                           0     4
19 110)                           0     4
Comp Sub-Totals:
===========================================
Category Totals:
===========================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                                 AS OF JUNE '98
                       (ALL SALES ARE ROUNDED TO 1000'S)

Select By: Unit Ref 110-B101 110-Q203   E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                 E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat               E3 - Sales Category %'s              
Comp Only: No                           E4 - Property Sales %'s              
                                        E5 - Estimated Annual Sales Growth % 
                                        

<TABLE>
<CAPTION>
====================================================================================================
    UNIT         OCCUPANT         OPEN              CLOSE            CURRENT MONTH SALES       %
    NO.            NAME           DATE      GLA      DATE     CAT%      1998    1997        CHANGE
- ----------------------------------------------------------------------------------------------------
<S>         <C>                <C>        <C>     <C>       <C>      <C>        <C>       <C>
Gifts, Stationery & Luggage                   32
- ----------------------------------------------------------------------------------------------------
            Gifts, Stationery & Luggage
17 110)     Candleman            2/26/93     720                2.4      20.2       25.6      -21.0
03 110)     Cartoon Classic      5/30/92    1193                4.0      17.5       25.0      -30.0
07 110)     Disney Store #14     4/27/93    3873               12.9      84.4      104.8      -19.4
07 110)     Evergreen #182      11/17/96    1047                3.5      13.8       19.9      -30.3
04 110)     FranklinCovey,       6/02/95    2249                7.5      29.5       29.9       -1.2
05 110)     Graham Office S     11/29/96    1297                4.3       4.7        7.7      -39.1
07 110)     Hidden Cottage       1/14/95    1629                5.4      24.6       31.8      -22.7
14 110)     Mark's Hallmark      6/01/89    2861                9.6      66.8       58.3      14.5
03 110)     Mark's Hallmark     11/21/91    3139               10.5      64.5       59.2       9.1
49 110)     Nature's Kindo      11/15/94    1233                4.1       8.6       16.4      -47.5
01 110)     Naturium            11/01/92    1539                5.1      19.5       29.3      -33.4
14 110)     R. Brown Gifts a     5/06/91    1257                4.2      17.9       15.9      12.5
19 110)     Rubber Stamp St     11/08/94    1229                4.1      32.6       39.2      -16.8
07 110)     San Francisco M      4/02/93    1479                4.9      23.6       24.4       -3.5
03 110)     Spencer's Gifts     10/30/93    1445                4.8      43.4       53.2      -18.4
51 110)     Street of Dream     11/15/94    1689                5.6      30.6       20.6      48.9
11 110)     Things Remember      3/08/92    1376                4.6      27.5       32.9      -16.4
Comp Sub-Totals:                           29255                        529.9      594.1      -10.8
- ----------------------------------------------------------------------------------------------------
17 110)     Card Farm Closed     8/01/91     NA   5/31/97                NA        NA         NA
19 110)     Paw Prints           8/11/97     659                2.2      10.0      NA         NA
Non Comp Sub-Totals                          659                         10.0        0.0
- ----------------------------------------------------------------------------------------------------
Sub Category Totals                        29914                        539.9      594.1       -9.1
====================================================================================================
Category Totals:                           29914                        539.9      594.1       -9.1
====================================================================================================

<CAPTION>
==================================================================================================================
                YEAR-TO-DATE                                 FULL YEAR
    UNIT            SALES              %       1998            SALES               %     1998   1997    1998   BKP
    NO.        1998       1997      CHANGE     %CAT        1998        1997     CHANGE   $/SF   $/SF   BKP/SF   %
- ------------------------------------------------------------------------------------------------------------------
<S>         <C>        <C>        <C>        <C>      <C>           <C>        <C>      <C>    <C>    <C>     <C>
Gifts, Stationery & Luggage
- ------------------------------------------------------------------------------------------------------------------
17 110)         134.7      172.4      -21.9      4.5     405.4E2        449.1     -9.7   563    624      0     7
03 110)         113.8      148.4      -23.3      3.8     288.4E2        346.5    -16.8   242    290      0     7
07 110)         481.7      496.8       -3.0     16.0    1,312.2E2     1,428.1     -8.1   339    369      0     4
07 110)          52.3       72.1      -27.4      1.7          52.3      242.5    -78.4    50    232      0     8
04 110)         188.5      185.1       1.8       6.3     445.6E2        413.2     7.8    198    184      0     5
05 110)          28.0       45.1      -38.0      0.9          28.0      106.2    -73.7    22     82      0     8
07 110)         191.4      195.8       -2.3      6.4     544.4E2        519.8     4.7    334    319      0     6
14 110)         345.6      327.2       5.6      11.5     917.1E2        830.0    10.5    321    290      0     7
03 110)         327.1      312.5       4.7      10.9     856.9E2        798.3     7.3    273    254      0     7
49 110)          41.9       93.0      -55.0      1.4     131.2E2        210.2    -37.6   106    171      0     6
01 110)         100.3      137.6      -27.2      3.3     385.6E2        423.2     -8.9   251    275      0     7
14 110)         114.4       97.1      17.9       3.8     356.0E2        291.7    22.1    283    246      0     7
19 110)         222.5      254.1      -12.5      7.4     523.0E2        559.4     -6.5   426    455      0     6
07 110)         143.7      150.7       -4.7      4.8     397.9E2        415.2     -4.2   269    281      0     6
03 110)         211.9      240.3      -11.8      7.0     644.0E2        651.0     -1.1   446    451      0     6
51 110)         129.6      148.2      -12.5      4.3     321.7E2        325.4     -1.1   190    193      0     6
11 110)         121.5      146.7      -17.2      4.0     256.8E2        293.0    -12.4   187    213      0     7
Comp          2,948.8    3,223.1       -8.5                7,866.6    8,302.9     -5.3   269    285
Sub-Totals:
- ------------------------------------------------------------------------------------------------------------------
17 110)         NA          68.9      NA        NA         NA            68.9     NA      NA     58      NA    NA
19 110)          57.8      NA         NA         1.9          57.8       80.4    -28.1    88    122      0     7
Non Comp         57.8       68.9      -16.1                   57.8      149.3    -61.3    88     81
Sub-Totals
- ------------------------------------------------------------------------------------------------------------------
Sub           3,006.6    3,292.0       -8.7                7,924.4    8,452.2     -6.2   265    272
Category
Totals
==================================================================================================================
Category      3,006.6    3,292.0       -8.7                7,924.4    8,452.2     -6.2   265    272
Totals:
==================================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION


                        MONTHLY MANAGEMENT SALES REPORT
                                 AS OF JUNE '98
                       (ALL SALES ARE ROUNDED TO 1000'S)

Select By: Unit Ref 110-B101 110-Q203    E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                  E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                E3 - Sales Category %'s              
Comp Only: No                            E4 - Property Sales %'s              
                                         E5 - Estimated Annual Sales Growth % 
                                         

<TABLE>
<CAPTION>
=====================================================================================================
      UNIT            OCCUPANT        OPEN            CLOSE             CURRENT MONTH SALES      %
       NO.              NAME          DATE     GLA     DATE     CAT%      1998    1997        CHANGE
- -----------------------------------------------------------------------------------------------------
<S>              <C>               <C>       <C>     <C>     <C>       <C>        <C>        <C>
Books                                           34
- -----------------------------------------------------------------------------------------------------
                 Books

31 110)          B. Dalton #284    6/16/94    4465           51.5          100.2      107.8     -7.0
15 110)          Evangel Book Ce   7/01/91    1257           14.5           21.9       27.5    -20.3
01 110)          Waldenbooks, St   4/23/92    2952           34.0           53.2       60.8    -12.4
Comp Sub-Totals:                              8674                         175.4      196.1    -10.5
=====================================================================================================
Category Totals:                              8674                         175.4      196.1    -10.5
=====================================================================================================

<CAPTION>
==========================================================================================================================
                     YEAR-TO-DATE                                   FULL YEAR
      UNIT               SALES              %        1998             SALES                %     1998   1997    1998   BKP
       NO.          1998       1997      CHANGE      %CAT        1998         1997      CHANGE   $/SF   $/SF   BKP/SF   %
- --------------------------------------------------------------------------------------------------------------------------
<S>              <C>        <C>        <C>        <C>       <C>           <C>          <C>      <C>    <C>    <C>     <C>
Books
- --------------------------------------------------------------------------------------------------------------------------
31 110)              508.4      568.8      -10.6  53.2        1,211.3E2       1,323.7     -8.5   271    296      0     5
15 110)              116.2      157.3      -26.1  12.2         284.8E2          363.5    -21.7   227    289      0     7
01 110)              330.4      375.1      -11.9  34.0         794,4E2          899.4    -11.7   269    305      0     5
Comp Sub-Totals:     955.0    1,101.2      -13.3                 2,290.6      2,586.5    -11.4   264    298
==========================================================================================================================
Category Totals:     955.0    1,101.2      -13.3                 2,290.6      2,586.5    -11.4   264    298
==========================================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                                 AS OF JUNE '98
                       (ALL SALES ARE ROUNDED TO 1000'S)

Select By: Unit Ref 110-B101 110-Q203    E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                  E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                E3 - Sales Category %'s              
Comp Only: No                            E4 - Property Sales %'s              
                                         E5 - Estimated Annual Sales Growth % 
                                         

<TABLE>
<CAPTION>
======================================================================================================
    UNIT         OCCUPANT        OPEN              CLOSE               CURRENT MONTH SALES       %
    NO.            NAME          DATE      GLA      DATE      CAT%       1998    1997         CHANGE
- ------------------------------------------------------------------------------------------------------
<S>         <C>               <C>        <C>     <C>       <C>        <C>        <C>        <C>
Jewelry                                      35
- ------------------------------------------------------------------------------------------------------
            Jewelry

01 110)     Ben Bridge Jewe    10/10/91    1503      13.1      113.5      173.1      -34.4      532.4
01 110)     Crescent Jewele    11/23/96    1083       9.5       36.0       58.5      -38.5      149.9
09 110)     Fred Meyer Jewe     8/15/92    1214      10.6       38.5       51.6      -25.4      239.1
25 110)     Gordon's Jewelr    10/16/95    1450      12.7       42.4       30.4      39.2       195.9
05 110)     Harry Ritchie J    10/10/91    1160      10.1       46.1       56.9      -19.1      339.1
15 110)     Kay Jewelers #5     3/08/94    1244      10.9       74.1       87.2      -15.1      472.8
01 1100     Piercing Pagoda     5/20/95     160       1.4       15.0       18.7      -19.8       92.8
17 110)     Watch World        10/27/95     701       6.1       33.6       31.1       8.0       172.4
15 110      Weisfield Jewel    11/08/84    1549      13.5       86.7       55.2      57.0       478.4
35 110      Zales Jewelers     11/17/94    1393      12.2       88.2      105.4      -16.2      554.5
Comp Sub-Totals:                          11457                574.0      668.1      -14.1    3,227.2
======================================================================================================
Category Totals:                          11457                574.0      668.1      -14.1    3,227.2
======================================================================================================

<CAPTION>
====================================================================================================================
                YEAR-TO-DATE                                    FULL YEAR
    UNIT            SALES             %         1998              SALES              %     1998   1997    1998   BKP
    NO.        1998       1997     CHANGE       %CAT         1998        1997     CHANGE   $/SF   $/SF   BKP/SF   %
- --------------------------------------------------------------------------------------------------------------------
<S>         <C>        <C>        <C>      <C>           <C>          <C>        <C>      <C>    <C>    <C>     <C>
Jewelry
- --------------------------------------------------------------------------------------------------------------------
01 110)         656.6      -18.9     16.5    1,319.8E2       1,511.9      -12.7     878    1006    0        5
01 110)         337.0      -55.5      4.6         149.9        684.1      -78.1     138     632    0        6
09 110)         316.3      -24.4      7.4     558.4E2          707.8      -21.1     460     583    0        5
25 110)         328.5      -40.4      6.1     549.0E2          638.7      -14.0     379     441    0        6
05 110)         330.3       2.6      10.5     854.7E2          802.0       6.6      737     691    0        6
15 110)         472.1       0.1      14.7    1,015.6E2       1,086.2       -6.5     816     873    0        6
01 1100          91.3       1.6       2.9     218.8E2          223.4       -2.0    1367    1396    0       10
17 110)         169.9       1.4       5.3     443.5E2          406.8       9.0      633     580    0        8
15 110          400.8      19.4      14.0    1,006.2E2         992.2       1.4      650     641    0        0
35 110          585.3       -5.3     17.2    1,577.3E2       1,453.6       8.5     1132    1043    0        6
Comp          3,688.2      -12.5                7,693.1      8,506.7       -9.6     671     743
Sub-Totals:
====================================================================================================================
Category      3,688.2      -12.5                7,693.1      8,506.7       -9.6     671     743
Totals:
====================================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                                 AS OF JUNE '98
                       (ALL SALES ARE ROUNDED TO 1000'S)

Select By: Unit Ref 110-B101 110-Q203    E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                  E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                E3 - Sales Category %'s              
Comp Only: No                            E4 - Property Sales %'s              
                                         E5 - Estimated Annual Sales Growth % 
                                         
<TABLE>
<CAPTION>
========================================================================================================
       UNIT             OCCUPANT        OPEN             CLOSE            CURRENT MONTH SALES      %
        NO.               NAME          DATE      GLA     DATE     CAT%      1998   1997        CHANGE
- --------------------------------------------------------------------------------------------------------
<S>                <C>               <C>        <C>     <C>     <C>       <C>       <C>       <C>
Cosmetics/Perfumes                                 36
- --------------------------------------------------------------------------------------------------------
                   Cosmetics/Perfumes

01A 110)           Bath & Body Wor    11/11/91   1661           38.5          62.8      79.6      -21.1
03  110)           Body Shop #3705     6/28/95    846           19.6          31.0      34.6      -10.5
11  110)           Garden Botanika    11/12/97   1811           41.9          46.7      52.5      -11.1
Comp Sub-Totals:                                 4318                        140.5     166.8      -15.7
========================================================================================================
Category Totals:                                 4318                        140.5     166.8      -15.7
========================================================================================================

<CAPTION>
=========================================================================================================================
                       YEAR-TO-DATE                                  FULL YEAR
       UNIT                SALES              %        1998            SALES              %     1998   1997    1998   BKP
        NO.           1998       1997      CHANGE      %CAT       1998        1997     CHANGE   $/SF   $/SF   BKP/SF   %
- -------------------------------------------------------------------------------------------------------------------------
<S>                <C>        <C>        <C>        <C>       <C>          <C>        <C>      <C>    <C>    <C>     <C>
Cosmetics/Perfumes
- -------------------------------------------------------------------------------------------------------------------------
01A 110)               311.9      384.7      -18.9  39.5        809,7E2        889.8     -9.0   487    536      0     0
03  110)               208.4      245.7      -15.2  26.4        503,3E2        651.8    -10.4   595    664      0     5
11  110)               270.1      285.4       -5.4  34.2        610.5E2        638.6     -4.4   337    911      0     6
Comp Sub-Totals:       790.4      915.8      -13.7                1,923.4    2,090.1     -8.0   445    652
=========================================================================================================================
Category Totals:       790.4      915.8      -13.7                1,923.4    2,090.1     -8.0   445    652
=========================================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                                 AS OF JUNE '98
                       (ALL SALES ARE ROUNDED TO 1000'S)
 
Select By: Unit Ref 110-B101 110-Q203    E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                  E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                E3 - Sales Category %'s              
Comp Only: No                            E4 - Property Sales %'s              
                                         E5 - Estimated Annual Sales Growth % 
                                         

<TABLE>
<CAPTION>
================================================================================================
    UNIT         OCCUPANT        OPEN            CLOSE            CURRENT MONTH SALES      %
    NO.            NAME          DATE      GLA    DATE     CAT%      1998   1997        CHANGE
- ------------------------------------------------------------------------------------------------
<S>         <C>               <C>        <C>    <C>     <C>       <C>       <C>       <C>
Hair Care                                         37
- ------------------------------------------------------------------------------------------------
            Hair Care

11 110)     Beauty Works       10/22/92  1750           26.0          47.3      60.9      -22.4
17 110)     Mastercust #478     2/12/92  1052           15.6          31.4      31.0       1.5
05 110)     N.W. Beauty Sup    11/25/91  1406           20.9          57.8      68.3      -15.4
07 110)     Regis Hairstyli     9/15/91  1221           18.2          47.0      50.3       -6.6
03 110)     System Seven #4    12/17/91  1297           19.3          12.6      14.7      -14.1
Comp Sub-Totals:                         6726                        196.2     225.2      -12.9
================================================================================================
Category Totals:                         6726                        196.2     225.2      -12.9
================================================================================================

<CAPTION>
====================================================================================================================
                YEAR-TO-DATE                                  FULL YEAR
    UNIT            SALES              %        1998            SALES               %      1998   1997    1998   BKP
    NO.        1998       1997      CHANGE      %CAT       1998        1997      CHANGE    $/SF   $/SF   BKP/SF   %
- --------------------------------------------------------------------------------------------------------------------
<S>         <C>        <C>        <C>        <C>       <C>          <C>        <C>        <C>    <C>    <C>     <C>
Hair Care
- --------------------------------------------------------------------------------------------------------------------
11 110)         283.6      355.2      -20.2      23.4    597.3E2        708.4      -15.7   341    405      0     6
17 110)         183.7      182.3       0.8       15.2    375.9E2        364.7       3.1    357    347      0     6
05 110)         358.6      429.1      -16.4      29.6    754.5E2        866.3      -12.9   537    616      0     7
07 110)         289.7      318.3       -9.0      23.9    615.7E2        617.7       -0.3   504    506      0     6
03 110)          96.5       89.0       8.5        8.0    190.4E2        186.8       1.9    147    144      0     6
Comp          1,212.2    1,373.8      -11.8                2,533.8    2,743.9       -7.7   377    408
Sub-Totals:
====================================================================================================================
Category      1,212.2    1,373.8      -11.8                2,533.8    2,743.9       -7.7   377    406
Totals:
====================================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                                 AS OF JUNE '98
                       (ALL SALES ARE ROUNDED TO 1000'S)

Select By: Unit Ref 110-B101 110-Q203    E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                  E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                E3 - Sales Category %'s              
Comp Only: No                            E4 - Property Sales %'s              
                                         E5 - Estimated Annual Sales Growth % 
                                         

<TABLE>
<CAPTION>
===================================================================================================================
        UNIT                OCCUPANT            OPEN              CLOSE             CURRENT MONTH SALES       %
        NO.                   NAME              DATE      GLA      DATE      CAT%      1998    1997        CHANGE
- -------------------------------------------------------------------------------------------------------------------
<S>                 <C>                      <C>       <C>      <C>       <C>       <C>        <C>       <C>
Other Retail                                               38
- -------------------------------------------------------------------------------------------------------------------
                    Other Retail

14 110)             General Nutriti          6/04/93    11114             15.5          47.1       45.8       2.8
14 110)             Kay Bee Toys #8          1/17/95     3570             49.6          45.0       55.7      -19.2
11 110)             Pilgrims Nutrit          5/06/91     1792             24.9          42.4       42.9       -1.1
27 110)             Schlosser's Flo          5/01/91      722             10.0           6.2        7.7      -19.8
Comp Sub-Totals:                                         7198                          140.7      152.1       -7.5
- -------------------------------------------------------------------------------------------------------------------
01 110)             Learning World Closed    1/29/92      NA    6/25/97                 NA        NA         NA
05A 110)            Phone Center, T Closed   7/08/96      NA    4/30/98                 NA         47.2      NA
Non Comp Sub-Totals                                      2057                            0.0       47.2     -100.0
- -------------------------------------------------------------------------------------------------------------------
Sub Category Totals                                      7198                          140.7      199.4      -29.4
===================================================================================================================
Category Totals:                                         9255                          140.7      199.4      -29.4
===================================================================================================================

<CAPTION>
==========================================================================================================================
                        YEAR-TO-DATE                                 FULL YEAR
        UNIT                SALES             %       1998             SALES               %     1998   1997    1998   BKP
        NO.            1998       1997     CHANGE     %CAT        1998         1997     CHANGE   $/SF   $/SF   BKP/SF   %
- --------------------------------------------------------------------------------------------------------------------------
<S>                 <C>        <C>        <C>      <C>       <C>            <C>        <C>      <C>    <C>    <C>     <C>
Other Retail
- --------------------------------------------------------------------------------------------------------------------------
14 110)                 277.4      280.6     -1.1      26.8     540.3E2         543.4     -0.6   485    488      0     6
14 110)                 314.0      385.6    -18.6      30.4     1,093.4E2     1,146.6     -4.6   306    321      0     5
11 110)                 264.6      299.3    -11.6      25.6     540.7E2         588.7     -8.2   302    329      0     7
27 110)                  57.1       57.2     -0.2       55      107.7E2         110.6     -2.7   149    153      0     3
Comp Sub-Totals:        913.2    1,022.7    -10.7                  2,282.1    2,389.2     -4.5   317    332
- --------------------------------------------------------------------------------------------------------------------------
01 110)                 NA         162.6     NA       NA           NA           162.6     NA      NA    334      NA    5
05A 110)                121.4      307.3    -60.5      11.7          121.4      570.9    -78.7    59    278      NA    6
Non Comp Sub-Totals     121.4      470.0    -74.2                    121.4      733.5    -83.4    59    288
- --------------------------------------------------------------------------------------------------------------------------
Sub Category Totals   1,034.6    1,492.7    -30.7                  2,403.5    3,122.7    -23.0   260    321
==========================================================================================================================
Category Totals:      1,034.6    1,492.7    -30.7                  2,403.5    3,122.7    -23.0   260    321
==========================================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                                 AS OF JUNE '98
                       (ALL SALES ARE ROUNDED TO 1000'S)

Select By: Unit Ref 110-B101 110-Q203    E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                  E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                E3 - Sales Category %'s              
Comp Only: No                            E4 - Property Sales %'s              
                                         E5 - Estimated Annual Sales Growth % 
                                         
<TABLE>
<CAPTION>
======================================================================================================
      UNIT            OCCUPANT        OPEN             CLOSE            CURRENT MONTH SALES      %
       NO.              NAME          DATE      GLA     DATE     CAT%      1998   1997        CHANGE
- ------------------------------------------------------------------------------------------------------
<S>              <C>               <C>        <C>     <C>     <C>       <C>       <C>       <C>
Optical                                          39
- ------------------------------------------------------------------------------------------------------
                 Optical

09 110)          Eye Masters #13     5/08/92           3730   42.2          65.2      80.2      -18.7
09 110)          LensCrafters, I    11/01/88           4048   45.8         107.3     109.9       -2.4
15 110)          Vista Optical #     3/04/92           1068   12.1          58.0      74.3      -21.9
Comp Sub-Totals:                               8846                        230.5     264.4      -12.8
- ------------------------------------------------------------------------------------------------------
Category Totals:                               8846                        230.5     264.4      -12.8
======================================================================================================

<CAPTION>
==========================================================================================================================
                     YEAR-TO-DATE
      UNIT               SALES              %        1998       FULL YEAR SALES           %      1998   1997    1998   BKP
       NO.          1998       1997      CHANGE      %CAT        1998        1997      CHANGE    $/SF   $/SF   BKP/SF   %
- --------------------------------------------------------------------------------------------------------------------------
<S>              <C>        <C>        <C>        <C>       <C>           <C>        <C>        <C>    <C>    <C>     <C>
Optical
- --------------------------------------------------------------------------------------------------------------------------
09 110)              332.2      490.1      -32.2  25.9         618.0E2        843.5      -26.7   166    226      0     5
09 110)              501.5      569.9       2.0   45.3        1,095.1E2     1,227.7      -10.8   271    303      0     4
15 110)              369.1      406.7       -9.3  28.8         682.3E2        758.0      -10.0   639    710      0     7
Comp Sub-Totals:   1,282.7    1,466.7      -12.5                 2,395.1    2,829.1      -15.3   271    320
- --------------------------------------------------------------------------------------------------------------------------
Category Totals:   1,282.7    1,466.7      -12.5                 2,395.3    2,829.1      -15.3   271    320
==========================================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                                 AS OF JUNE '98
                       (ALL SALES ARE ROUNDED TO 1000'S)

Select By: Unit Ref 110-B101 110-Q203   E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                 E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat               E3 - Sales Category %'s              
Comp Only: No                           E4 - Property Sales %'s              
                                        E5 - Estimated Annual Sales Growth % 
                                        

<TABLE>
<CAPTION>
==================================================================================================
    UNIT         OCCUPANT         OPEN             CLOSE            CURRENT MONTH SALES      %
    NO.            NAME           DATE      GLA     DATE     CAT%      1998   1997        CHANGE
- --------------------------------------------------------------------------------------------------
<S>         <C>                <C>        <C>     <C>     <C>       <C>       <C>       <C>
Personal Services                            40
- --------------------------------------------------------------------------------------------------
            Personal Services

02 110)     Hi-Tek Nails        12/22/95    939               17.3      15.9      20.7      -23.5
11 110)     It's A Wrap!         6/01/95    363                6.7       2.1       3.4      -37.9
48 110)     Kiddie Kandids       2/26/92    811               14.9      23.3      32.7      -28.8
13 110)     Portraits To Go     12/31/91   1566               28.8      12.1      15.9      -23.9
14 110)     Saad Shoe Repair     9/03/91    576               10.6      14.4      13.8       4.0
21 110)     Washington One      12/01/84   1177               21.7      18.4      18.8       -2.5
Comp Sub-Totals:                           5432                         86.1     105.4      -18.3
- --------------------------------------------------------------------------------------------------
Category Totals:                           5432                         86.1     105.4      -18.3
==================================================================================================

<CAPTION>
=================================================================================================================
    UNIT     YEAR-TO-DATE SALES       %        1998       FULL YEAR SALES         %     1998   1997    1998   BKP
    NO.        1998      1997      CHANGE      %CAT       1998        1997     CHANGE   $/SF   $/SF   BKP/SF   %
- -----------------------------------------------------------------------------------------------------------------
<S>         <C>       <C>        <C>        <C>       <C>          <C>        <C>      <C>    <C>    <C>     <C>
Personal Services
- -----------------------------------------------------------------------------------------------------------------
02 110)         94.4      115.5      -18.3      18.3    241.3E2        227.1     6.3    257    242       0     8
11 110)         12.5       19.0      -34.0       2.4     37.0E2         47.2    -21.6   102    130     242    10
48 110)        149.1      173.8      -14.3      28.9    362.9E2        384.9     -5.7   448    475       0     7
13 110)         74.1      106.2      -30.2      14.4    154.7E2        208.4    -25.8    99    133       0     6
14 110)         90.4       91.6       -1.3      17.5    189.1E2        188.7     0.3    329    328       0     8
21 110)         95.1       90.8       4.7       18.4    199.5E2        196.4     1.6    170    167       0     6
Comp           515.6      597.0      -13.6                1,184.8    1,252.7     -5.4   218    231
Sub-Totals:
- -----------------------------------------------------------------------------------------------------------------
Category       515.6      597.0      -13.6                1,184.8    1,252.7     -5.4   218    231
Totals:
=================================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                                 AS OF JUNE '98
                       (ALL SALES ARE ROUNDED TO 1000'S)

Select By: Unit Ref 110-B101 110-Q203   E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                 E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat               E3 - Sales Category %'s              
Comp Only: No                           E4 - Property Sales %'s              
                                        E5 - Estimated Annual Sales Growth % 
                                        
<TABLE>
<CAPTION>
========================================================================================================
                                                                                CURRENT MONTH
        UNIT              OCCUPANT          OPEN             CLOSE                  SALES           %
        NO.                 NAME            DATE      GLA     DATE     CAT%     1998   1997      CHANGE
- --------------------------------------------------------------------------------------------------------
<S>                 <C>                  <C>        <C>     <C>     <C>       <C>      <C>      <C>
Financial                                              44
- --------------------------------------------------------------------------------------------------------
                    Financial

12 110)             SeaFirst Bank W        9/29/93   1028           38.1         NA       NA      NA
12 110)             SeaFirst Cash M NA     6/24/92     NA            NA          NA       NA      NA
03 110)             Tomlinson Black       12/19/92   1670           61.9         NA       NA      NA
Non Comp Sub-Totals                                  2698                         0.0      0.0
- --------------------------------------------------------------------------------------------------------
Category Totals:                                     2698                         0.0      0.0
========================================================================================================

<CAPTION>
===========================================================================================================
                      YEAR-TO-DATE                        FULL YEAR
        UNIT              SALES           %     1998        SALES           %     1998   1997    1998   BKP
        NO.           1998     1997    CHANGE   %CAT    1998     1997    CHANGE   $/SF   $/SF   BKP/SF   %
- -----------------------------------------------------------------------------------------------------------
<S>                 <C>      <C>      <C>      <C>    <C>      <C>      <C>      <C>    <C>    <C>     <C>
Financial
- -----------------------------------------------------------------------------------------------------------
12 110)                NA       NA      NA      NA        0.0     NA      NA        0     NA     NA     NA
12 110)                NA       NA      NA      NA        0.0     NA      NA       NA     NA     NA     NA
03 110)                NA       NA      NA      NA        0.0     NA      NA        0     NA     NA     NA
Non Comp Sub-Totals     0.0      0.0                      0.0      0.0              0      0
- -----------------------------------------------------------------------------------------------------------
Category Totals:        0.0      0.0                      0.0      0.0              0      0
===========================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                                 AS OF JUNE '98
                       (ALL SALES ARE ROUNDED TO 1000'S)

Select By: Unit Ref 110-B101 110-Q203    E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                  E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat                E3 - Sales Category %'s              
Comp Only: No                            E4 - Property Sales %'s              
                                         E5 - Estimated Annual Sales Growth % 
                                         

<TABLE>
<CAPTION>
======================================================================================================
                                                                              CURRENT MONTH
        UNIT             OCCUPANT         OPEN            CLOSE                   SALES           %
        NO.                NAME           DATE     GLA     DATE     CAT%      1998   1997      CHANGE
- ------------------------------------------------------------------------------------------------------
<S>                 <C>                <C>       <C>     <C>     <C>        <C>      <C>      <C>
Offices                                             46
- ------------------------------------------------------------------------------------------------------
                    Offices

19 110)             Consumer Opinion   9/28/95    2045           100.0         NA       NA      NA
Non Comp Sub-Totals                               2045                          0.0      0.0
- ------------------------------------------------------------------------------------------------------
Category Totals:                                  2045                          0.0      0.0
======================================================================================================

<CAPTION>
===========================================================================================================
                      YEAR-TO-DATE                        FULL YEAR
        UNIT              SALES           %     1998        SALES           %     1998   1997    1998   BKP
        NO.           1998     1997    CHANGE   %CAT    1998     1997    CHANGE   $/SF   $/SF   BKP/SF   %
- -----------------------------------------------------------------------------------------------------------
<S>                 <C>      <C>      <C>      <C>    <C>      <C>      <C>      <C>    <C>    <C>     <C>
Offices
- -----------------------------------------------------------------------------------------------------------
19 110)                NA       NA      NA      NA        0.0     NA      NA       0      NA     NA     NA
Non Comp Sub-Totals     0.0      0.0                      0.0      0.0             0       0
- -----------------------------------------------------------------------------------------------------------
Category Totals:        0.0      0.0                      0.0      0.0             0       0
===========================================================================================================
</TABLE>

<PAGE>

                               SABEY CORPORATION

                        MONTHLY MANAGEMENT SALES REPORT
                                 AS OF JUNE '98
                       (ALL SALES ARE ROUNDED TO 1000'S)

Select By: Unit Ref 110-B101 110-Q203   E1 - Estimated Sales From Sales Entry
Primary Sort: Sales Cat                 E2 - Occupant Historical Sales %'s   
Secondary Sort: Sales Cat               E3 - Sales Category %'s              
Comp Only: No                           E4 - Property Sales %'s              
                                        E5 - Estimated Annual Sales Growth % 
                                        

<TABLE>
<CAPTION>
========================================================================================================
        UNIT             OCCUPANT      OPEN             CLOSE           CURRENT MONTH SALES        %
        NO.                NAME        DATE     GLA      DATE   CAT%      1998    1997          CHANGE
- --------------------------------------------------------------------------------------------------------
<S>                 <C>               <C>    <C>       <C>     <C>    <C>         <C>         <C>
Category Undefined
- --------------------------------------------------------------------------------------------------------
                    Category Undefined

01A 110)            Naturalizer Sho    NA                NA               NA          NA        NA
Non Comp Sub-Totals                                0                         0.0         0.0
- --------------------------------------------------------------------------------------------------------
Category Totals:                                   0                         0.0         0.0
========================================================================================================
GRAND TOTAL                                   320484                     6,345.2     7,323.0      -13.4
========================================================================================================

<CAPTION>
===============================================================================================================================
                          YEAR-TO-DATE                                  FULL YEAR
        UNIT                  SALES                %      1998            SALES                %      1998   1997    1998   BKP
        NO.             1998         1997       CHANGE    %CAT      1998         1997       CHANGE    $/SF   $/SF   BKP/SF   %
- -------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>          <C>          <C>        <C>    <C>          <C>          <C>        <C>    <C>    <C>     <C>
Category Undefined
- -------------------------------------------------------------------------------------------------------------------------------
01A 110)                 NA           NA        NA        NA            0.0       NA        NA         NA     NA     NA     NA
Non Comp Sub-Totals         0.0          0.0                            0.0          0.0               NA     NA
- -------------------------------------------------------------------------------------------------------------------------------
Category Totals:            0.0          0.0                            0.0          0.0                0      0
===============================================================================================================================
GRAND TOTAL            35,263.7     40,595.4      -13.1            80,383.8     90,765.0      -11.4   251    277
===============================================================================================================================
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                         Page 1
                             CUSTOM SUMMARY REPORT
       (RETAIL TRADE POTENTIAL REPORT - CURRENT YEAR SALES BY STORE TYPE)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              Cushman & Wakefield
N. Division St. & Wellesley Ave.
Spokane, Washington                               COORD:   47:42.05   117:24.61
- -------------------------------------------------------------------------------
                                        3.00 MILE      5.00 MILE      7.00 MILE
DESCRIPTION                                RADIUS         RADIUS         RADIUS
- -------------------------------------------------------------------------------

TOTAL RETAIL SALES                         $1,381         $2,279         $2,947

APPAREL & ACCESSORY STORES                    $63           $104           $136

AUTOMOTIVE DEALERS                           $330           $544           $703

AUTOMOTIVE & HOME SUPPLY STORES               $21            $35            $45

DRUG & PROPRIETARY STORES                     $36            $60            $78

EATING & DRINKING PLACES                     $128           $212           $274

FOOD STORES                                  $231           $380           $491

FURNITURE & HOME FURNISHINGS STORES           $42            $70            $91

HOME APPLIANCE, RADIO, & T.V. STORES          $37            $61            $80

GASOLINE SERVICE STATIONS                     $73           $120           $155

GENERAL MERCHANDISE                          $205           $339           $438

DEPARTMENT STORES                            $146           $241           $311
  (INCLUDING LEASED DEPTS.)                  

HARDWARE, LUMBER & GARDEN STORES             $101           $166           $215

                                                                           
($'S IN MILLIONS)                                               
                                            
                                            
<PAGE>
Mon Aug 17, 1998                                                         Page 1
                             CUSTOM SUMMARY REPORT
       (RETAIL TRADE POTENTIAL REPORT - CURRENT YEAR SALES BY STORE TYPE)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              Cushman & Wakefield
N. Division St. & Wellesley Ave.
Spokane, Washington                               COORD:   47:42.05   117:24.61
- -------------------------------------------------------------------------------
                                                 10.00 MILE          15.00 MILE
DESCRIPTION                                          RADIUS              RADIUS
- -------------------------------------------------------------------------------
                                                                 
TOTAL RETAIL SALES                                   $3,725              $4,240
                                                                           
APPAREL & ACCESSORY STORES                             $172                $196
                                                                           
AUTOMOTIVE DEALERS                                     $888              $1,012
                                                                           
AUTOMOTIVE & HOME SUPPLY STORES                         $56                 $64
                                                                           
DRUG & PROPRIETARY STORES                               $99                $113
                                                                           
EATING & DRINKING PLACES                               $347                $395
                                                                           
FOOD STORES                                            $621                $708
                                                                           
FURNITURE & HOME FURNISHINGS STORES                    $116                $132
                                                                           
HOME APPLIANCE, RADIO, & T.V. STORES                   $101                $116
                                                                           
GASOLINE SERVICE STATIONS                              $195                $222
                                                                           
GENERAL MERCHANDISE                                    $553                $627
                                                                           
DEPARTMENT STORES                                      $393                $446
  (INCLUDING LEASED DEPTS.)                                            
                                                                           
HARDWARE, LUMBER & GARDEN STORES                       $271                $309
                                                               
                                                                           
($'S IN MILLIONS)                                               
                                            
                                          
<PAGE>

Mon Aug 17, 1998                                                      Page 1


                             CUSTOM SUMMARY REPORT
                         (POP FACTS: FULL DATA REPORT)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

N. Division St. & Wellesley Ave.
Spokane, Washington               COORD: 47:42.05 117:24.61

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------
                                        3.00 MILE       5.00 MILE       7.00 MILE
DESCRIPTION                                RADIUS          RADIUS          RADIUS
- ---------------------------------------------------------------------------------
<S>                                     <C>             <C>             <C>    
POPULATION
 2003 PROJECTION                        119,031         197,403         259,392
 1998 ESTIMATE                          116,570         190,997         248,604
 1990 CENSUS                            112,762         179,606         228,446
 1980 CENSUS                            112,752         176,286         221,761
 GROWTH 1980 -1990                         0.01%           1.88%           3.01%

HOUSEHOLDS
 2003 PROJECTION                         51,808          85,861         111,731
 1998 ESTIMATE                           49,953          81,989         105,694
 1990 CENSUS                             47,027          75,449          95,067
 1980 CENSUS                             45,384          71,685          89,033
 GROWTH 1980-1990                          3.62%           5.25%           6.78%

1998 ESTIMATED POPULATION BY RACE       116,570         190,997         248,604
 WHITE                                    92.18%          91.94%          92.77%
 BLACK                                     1.75%           2.24%           1.94%
 ASIAN & PACIFIC ISLANDER                  2.62%           2.68%           2.52%
 OTHER RACES                               3.46%           3.13%           2.77%

1998 ESTIMATED POPULATION               116,570         190,997         248,604
 HISPANIC ORIGIN                           3.28%           3.19%           3.00%

OCCUPIED UNITS                           47,027          75,449          95,067
 OWNER OCCUPIED                           58.33%          57.34%          60.37%
 RENTER OCCUPIED                          41.67%          42.66%          39.63%
 1990 AVERAGE PERSONS PER HH               2.33            2.30            2.34

1998 EST. HOUSEHOLDS BY INCOME           49,953          81,989         105,694
 $150,000 OR MORE                          0.49%           1.41%           2.05%
 $100,000 TO $149,999                      1.60%           3.02%           3.74%
 $ 75,000 TO $ 99,999                      3.58%           5.43%           6.33%
 $ 50,000 TO $ 74,999                     13.81%          15.52%          16.63%
 $ 35,000 TO $ 49,999                     16.88%          15.88%          16.05%
 $ 25,000 TO $ 34,999                     16.06%          14.28%          13.94%
 $ 15,000 TO $ 24,999                     19.88%          18.67%          17.79%
 $  5,000 TO $ 15,000                     22.73%          21.12%          19.27%
 UNDER $ 5,000                             4.96%           4.68%           4.19%
1998 EST. AVERAGE HOUSEHOLD INCOME      $33,586         $39,308         $42,938
1998 EST. MEDIAN HOUSEHOLD INCOME       $26,513         $28,877         $31,277
1998 EST. PER CAPITA INCOME             $14,729         $17,221         $18,567
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 2


                             CUSTOM SUMMARY REPORT
                         (POP FACTS: FULL DATA REPORT)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

N. Division St. & Wellesley Ave.
Spokane, Washington               COORD: 47:42.05 117:24.61

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
                                     3.00 MILE       5.00 MILE       7.00 MILE
DESCRIPTION                             RADIUS          RADIUS          RADIUS
- -------------------------------------------------------------------------------
<S>                                  <C>             <C>             <C>    
1998 ESTIMATED POPULATION BY SEX     116,570         190,997         248,604
   MALE                                47.78%          47.89%          48.01%
   FEMALE                              52.22%          52.11%          51.99%

MARITAL STATUS                        88,729         142,275         180,384
   SINGLE MALE                         14.85%          14.67%          13.95%
   SINGLE FEMALE                       11.97%          12.27%          11.60%
   MARRIED                             48.01%          48.80%          51.25%
   PREVIOUSLY MARRIED MALE              7.86%           7.77%           7.41%
   PREVIOUSLY MARRIED FEMALE           17.32%          16.48%          15.80%

HOUSEHOLDS WITH CHILDREN              14,850          23,273          30,087
   MARRIED COUPLE FAMILY               59.21%          62.49%          65.39%
   OTHER FAMILY-MALE HEAD               6.58%           6.03%           5.59%
   OTHER FAMILY-FEMALE HEAD            32.04%          29.45%          27.11%
   NON FAMILY                           2.18%           2.03%           1.92%

1998 ESTIMATED POPULATION BY AGE     116,570         190,997         248,604
   UNDER 5 YEARS                        7.53%           7.09%           7.00%
   5 TO 9 YEARS                         7.89%           7.54%           7.49%
   10 TO 14 YEARS                       6.83%           6.80%           6.89%
   15 TO 17 YEARS                       3.70%           3.73%           3.85%
   18 TO 20 YEARS                       4.43%           4.34%           4.14%
   21 TO 24 YEARS                       4.92%           4.85%           4.73%
   25 TO 29 YEARS                       6.88%           6.88%           6.74%
   30 TO 34 YEARS                       8.17%           7.65%           7.29%
   35 TO 39 YEARS                       8.60%           8.30%           8.12%
   40 TO 49 YEARS                      13.55%          14.40%          14.87%
   50 TO 59 YEARS                       8.64%           9.52%          10.02%
   60 TO 64 YEARS                       3.38%           3.50%           3.61%
   65 TO 69 YEARS                       3.49%           3.52%           3.58%
   70 TO 74 YEARS                       3.58%           3.50%           3.56%
   75 + YEARS                           8.41%           8.40%           8.12%

   MEDIAN AGE                          34.78           35.69           36.15
   AVERAGE AGE                         36.67           37.23           37.37
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 3


                             CUSTOM SUMMARY REPORT
                         (POP FACTS: FULL DATA REPORT)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

N. Division St. & Wellesley Ave.
Spokane, Washington               COORD: 47:42.05 117:24.61

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
                                      3.00 MILE       5.00 MILE       7.00 MILE
DESCRIPTION                              RADIUS          RADIUS          RADIUS
- -------------------------------------------------------------------------------
<S>                                    <C>             <C>            <C>    
1998 ESTIMATED FEMALE POP. BY AGE      60,867          99,524         129,253
   UNDER 5 YEARS                         7.14%           6.71%           6.63%
   5 TO 9 YEARS                          6.45%           7.07%           7.01%
   10 TO 14 YEARS                        6.45%           6.33%           6.45%
   15 TO 17 YEARS                        3.43%           3.50%           3.59%
   18 TO 20 YEARS                        4.26%           4.24%           4.02%
   21 TO 24 YEARS                        4.53%           4.53%           4.45%
   25 TO 29 YEARS                        6.67%           6.69%           6.53%
   30 TO 34 YEARS                        7.88%           7.36%           7.07%
   35 TO 39 YEARS                        8.25%           8.07%           7.97%
   40 TO 49 YEARS                       13.14%          14.02%          14.61%
   50 TO 59 YEARS                        8.80%           9.44%           9.92%
   60 TO 64 YEARS                        3.64%           3.68%           3.76%
   65 TO 69 YEARS                        3.79%           3.72%           3.77%
   70 TO 74 YEARS                        3.97%           3.88%           3.96%
   75 + YEARS                           10.72%          10.75%          10.26%
   FEMALE MEDIAN AGE                    36.40           37.20           37.67
   FEMALE AVERAGE AGE                   38.63           39.07           39.11

POPULATION BY HOUSEHOLD TYPE          112,762         179,606         228,446
   FAMILY HOUSEHOLDS                    76.64%          75.86%          77.67%
   NON-FAMILY HOUSEHOLDS                20.44%          20.86%          19.60%
   GROUP QUARTERS                        2.92%           3.29%           2.73%

HOUSEHOLDS BY TYPE                     47,027          75,449          95,067
   SINGLE MALE                          12.63%          13.76%          13.00%
   SINGLE FEMALE                        19.46%          19.55%          18.78%
   MARRIED COUPLE                       43.45%          44.12%          46.82%
   OTHER FAMILY-MALE HEAD                3.35%           3.09%           2.98%
   OTHER FAMILY-FEMALE HEAD             13.86%          12.38%          11.75%
   NON FAMILY-MALE HEAD                  4.16%           4.11%           3.89%
   NON FAMILY-FEMALE HEAD                3.08%           2.99%           2.78%

POPULATION BY URBAN VS. RURAL         112,741         179,604         228,580
   URBAN                                99.82%          98.80%          96.95%
   RURAL                                 0.18%           1.20%           3.05%
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 4


                             CUSTOM SUMMARY REPORT
                         (POP FACTS: FULL DATA REPORT)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

N. Division St. & Wellesley Ave.
Spokane, Washington               COORD: 47:42.05 117:24.61

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
                                            3.00 MILE       5.00 MILE       7.00 MILE
DESCRIPTION                                    RADIUS          RADIUS          RADIUS
- -------------------------------------------------------------------------------------
<S>                                         <C>              <C>             <C>   
FEMALES 16+ WITH CHILDREN 0-17: BAS         46,481           74,628          94,264
   WORKING WITH CHILD 0-5                     4.78%            4.63%           4.66%
   NOT WORKING WITH CHILD 0-5                 0.41%            0.45%           0.46%
   NOT IN LABOR FORCE WITH CHILD 0-5          3.61%            3.46%           3.37%
   WORKING WITH CHILD 6-17                    9.60%            9.73%          10.31%
   NOT WORKING WITH CHILD 6-17                0.79%            0.72%           0.72%
   NOT IN LAB. FORCE WITH CHILD 6-17          3.40%            3.55%           3.64%
   WORKING WITH CHILD 0-5 & 6-18              2.86%            2.90%           3.10%
   NOT WORKING WITH CHILD 0-5 & 6-18          0.32%            0.26%           0.26%
   NOT IN LAB. FORCE W/CHILD 0-5 & 6-18       3.12%            2.80%           2.79%
   WORKING WITH NO CHILDREN                  30.63%           31.20%          31.20%
   NOT WORKING WITH NO CHILDREN               2.39%            2.52%           2.40%
   NOT IN LAB. FORCE WITH NO CHILD.          38.09%           37.79%          37.11%

HH BY AGE BY POVERTY STATUS                 47,085           75,516          95,299
   ABOVE POVERTY UNDER AGE 65                58.67%           60.40%          62.32%
   ABOVE POVERTY AGE 65 +                    23.16%           22.02%          21.93%
   BELOW POVERTY UNDER AGE 65                14.51%           14.10%          12.53%
   BELOW POVERTY AGE 65 +                     3.66%            3.48%           3.22%

POPULATION 16+ BY EMPLOYMENT STATUS         87,608          140,414         177,997
   EMPLOYED IN ARMED FORCES                   0.51%            0.71%           0.73%
   EMPLOYED CIVILIANS                        53.15%           54.18%          55.43%
   UNEMPLOYED CIVILIANS                       5.17%            4.99%           4.79%
   NOT IN LABOR FORCE                        41.17%           40.12%          39.04%

POPULATION 16+ BY OCCUPATION                46,562           76,081          98,666
   EXECUTIVE AND MANAGERIAL                   9.30%           10.72%          11.48%
   PROFESSIONAL SPECIALTY                    11.54%           15.13%          15.70%
   TECHNICAL SUPPORT                          3.79%            3.90%           3.95%
   SALES                                     13.15%           13.39%          13.72%
   ADMINISTRATIVE SUPPORT                    17.05%           16.09%          15.93%
   SERVICE: PRIVATE HOUSEHOLD                 0.36%            0.33%           0.32%
   SERVICE: PROTECTIVE                        1.97%            1.81%           1.67%
   SERVICE: OTHER                            16.47%           15.50%          14.49%
   FARMING FORESTRY & FISHING                 0.87%            1.02%           1.00%
   PRECISION PRODUCTION & CRAFT              10.71%            9.31%           9.29%
   MACHINE OPERATOR                           5.62%            4.79%           4.73%
   TRANS. AND MATERIAL MOVING                 4.73%            4.29%           4.15%
   LABORERS                                   4.45%            3.73%           3.57%
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 5


                             CUSTOM SUMMARY REPORT
                         (POP FACTS: FULL DATA REPORT)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

N. Division St. & Wellesley Ave.
Spokane, Washington               COORD: 47:42.05 117:24.61

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
                                       3.00 MILE       5.00 MILE       7.00 MILE
DESCRIPTION                               RADIUS          RADIUS          RADIUS
- --------------------------------------------------------------------------------
<S>                                     <C>             <C>             <C>   
FAMILIES BY NUMBER OF WORKERS           28,756          45,429          59,276
   NO WORKERS                            19.49%          18.02%          17.24%
   ONE WORKER                            32.12%          30.80%          30.02%
   TWO WORKERS                           39.96%          42.33%          43.66%
   THREE + WORKERS                        8.43%           8.85%           9.09%

HISPANIC POPULATION BY TYPE            112,762         179,606         228,446
   NOT HISPANIC                          97.83%          97.89%          98.01%
   MEXICAN                                1.36%           1.29%           1.21%
   PUERTO RICAN                           0.12%           0.12%           0.12%
   CUBAN                                  0.03%           0.04%           0.04%
   OTHER HISPANIC                         0.65%           0.65%           0.62%

1998 HISPANICS BY RACE: BASE             3,821           6,092           7,451
   WHITE                                 61.18%          60.65%          61.37%
   BLACK                                  2.22%           2.76%           2.50%
   ASIAN                                  2.90%           3.49%           3.79%
   OTHER                                 33.70%          33.10%          32.34%

POPULATION BY TRANSPORTATION TO
 WORK                                   46,106          75,638          98,122
   DRIVE ALONE                           76.37%          75.86%          77.03%
   CAR POOL                              11.46%          11.21%          10.86%
   PUBLIC TRANSPORTATION                  4.04%           4.14%           3.72%
   DRIVE MOTORCYCLE                       0.25%           0.23%           0.20%
   WALKED ONLY                            4.22%           4.50%           3.98%
   OTHER MEANS                            1.31%           1.29%           1.20%
   WORKED AT HOME                         2.37%           2.68%           3.01%

POPULATION BY TRAVEL TIME TO WORK       46,106          75,638          98,122
   UNDER 10 MINUTES / WORK AT HOME       17.39%          18.97%          18.60%
   10 TO 29 MINUTES                      67.25%          65.53%          66.13%
   30 TO 59 MINUTES                      13.15%          13.42%          13.23%
   60 TO 89 MINUTES                       1.49%           1.39%           1.31%
   90+ MINUTES                            0.72%           0.68%           0.72%
   AVERAGE TRAVEL TIME IN MINUTES        17.39           17.18           17.15

HOUSEHOLDS BY NO. OF VEHICLES           47,032          75,467          95,072
   NO VEHICLES                           13.13%          13.73%          12.12%
   1 VEHICLE                             38.60%          37.44%          36.02%
   2 VEHICLE                             33.34%          33.78%          35.38%
   3+ VEHICLES                           14.93%          15.05%          16.48%
   ESTIMATED TOTAL VEHICLES             71,986         115,590         151,656
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 6


                             CUSTOM SUMMARY REPORT
                         (POP FACTS: FULL DATA REPORT)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

N. Division St. & Wellesley Ave.
Spokane, Washington               COORD: 47:42.05 117:24.61

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
                                      3.00 MILE       5.00 MILE       7.00 MILE
DESCRIPTION                              RADIUS          RADIUS          RADIUS
- -------------------------------------------------------------------------------
<S>                                    <C>            <C>             <C>    
POPULATION 25+ BY EDUCATION LEVEL      71,852         115,639         148,057
   ELEMENTARY (0-8)                      6.61%           5.97%           5.49%
   SOME HIGH SCHOOL (9-11)              12.87%          11.34%          10.77%
   HIGH SCHOOL GRADUATE (12)            31.38%          28.43%          27.65%
   SOME COLLEGE (13-15)                 25.06%          25.13%          25.38%
   ASSOCIATES DEGREE ONLY               10.13%           9.74%           9.71%
   BACHELORS DEGREE ONLY                10.03%          12.99%          14.14%
   GRADUATE DEGREE                       3.91%           6.40%           6.87%

POPULATION ENROLLED IN SCHOOL          29,297          47,421          60,345
   PUBLIC PRE- PRIMARY                   4.48%           3.93%           3.91%
   PRIVATE PRE- PRIMARY                  1.92%           2.27%           2.56%
   PUBLIC ELEM/HIGH                     54.90%          53.78%          54.91%
   PRIVATE ELEM/HIGH                     4.66%           5.11%           5.45%
   ENROLLED IN COLLEGE                  34.05%          34.91%          33.17%

HOUSING UNITS BY OCCUPANCY STATUS      49,745          80,229         100,604
   OCCUPIED                             94.54%          94.04%          94.50%
   VACANT                                5.46%           5.96%           5.50%

VACANT UNITS                            2,718           4,780           5,537
   FOR RENT                             41.68%          43.47%          42.12%
   FOR SALE ONLY                        18.71%          16.64%          17.22%
   SEASONAL                              2.75%           3.29%           3.73%
   OTHER                                36.87%          36.59%          36.93%

OWNER OCCUPIED PROPERTY VALUES         24,371          37,653          49,652
   UNDER $25,000                         5.04%           4.56%           3.87%
   $25,000 TO $49,999                   54.04%          43.72%          38.99%
   $50,000 TO $74,999                   32.74%          31.82%          32.33%
   $75,000 TO $99,999                    6.45%          12.49%          14.32%
   $100,000 TO $149,999                  1.30%           4.88%           6.80%
   $150,000 TO $199,999                  0.26%           1.41%           2.16%
   $200,000 TO $299,999                  0.13%           0.80%           1.11%
   $300,000 TO $399,999                  0.04%           0.21%           0.27%
   $400,000 TO $499,999                  0.01%           0.05%           0.08%
   $500,000 +                            0.00%           0.06%            .08%

MEDIAN PROPERTY VALUE                 $45,797         $51,355         $55,520

TOTAL RENTAL UNITS                     18,898          31,077          36,258

MEDIAN RENT                           $   288         $   281         $   287
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 7


                             CUSTOM SUMMARY REPORT
                         (POP FACTS: FULL DATA REPORT)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

N. Division St. & Wellesley Ave.
Spokane, Washington               COORD: 47:42.05 117:24.61

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
                                  3.00 MILE       5.00 MILE       7.00 MILE
DESCRIPTION                          RADIUS          RADIUS          RADIUS
- -------------------------------------------------------------------------------
<S>                               <C>             <C>              <C>   
PERSONS IN UNIT                   47,027          75,449           95,067
   1 PERSON UNITS                  32.09%          33.32%           31.78%
   2 PERSON UNITS                  33.68%          33.28%           33.75%
   3 PERSON UNITS                  15.40%          14.73%           14.99%
   4 PERSON UNITS                  11.33%          11.30%           11.97%
   5 PERSON UNITS                   4.85%           4.80%            4.97%
   6 PERSON UNITS                   1.69%           1.65%            1.65%
   7 + UNITS                        0.97%           0.92%            0.90%

YEAR ROUND UNITS IN STRUCTURE     49,745          80,229          100,604
   SINGLE UNITS DETACHED           70.58%          65.99%           67.94%
   SINGLE UNITS ATTACHED            1.63%           1.60%            1.77%
   DOUBLE UNITS                     5.38%           4.78%            4.34%
   3 TO 9 UNITS                     7.97%           9.72%            8.89%
   10 TO 19 UNITS                   3.81%           4.85%            4.66%
   20 TO 49 UNITS                   3.33%           5.61%            4.94%
   50 + UNITS                       4.55%           4.36%            3.73%
   MOBILE HOME OR TRAILER           2.10%           2.38%            3.05%
   ALL OTHER                        0.66%           0.71%            0.69%

SINGLE/MULTIPLE UNIT RATIO          2.88            2.31             2.62

HOUSING UNITS BY YEAR BUILT       47,032          75,467           95,072
   BUILT 1989 TO MARCH 1990         0.27%           0.66%            0.81%
   BUILT 1985 TO 1988               2.41%           3.60%            4.24%
   BUILT 1980 TO 1984               4.90%           5.11%            5.78%
   BUILT 1970 TO 1979              15.74%          17.32%           19.24%
   BUILT 1960 TO 1969               9.50%           9.43%            9.79%
   BUILT 1950 TO 1959              23.74%          19.75%           20.29%
   BUILT 1940 TO 1949              15.27%          13.35%           13.07%
   BUILT 1939 OR EARLIER           28.17%          30.77%           26.78%
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 1


                             CUSTOM SUMMARY REPORT
                         (POP FACTS: FULL DATA REPORT)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

N. Division St. & Wellesley Ave.
Spokane, Washington               COORD: 47:42.05 117:24.61

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------
                                        10.00 MILE       15.00 MILE
DESCRIPTION                                 RADIUS           RADIUS
- ----------------------------------------------------------------------
<S>                                     <C>              <C>    
POPULATION
   2003 PROJECTION                      339,096          398,658
   1998 ESTIMATE                        321,533          375,576
   1990 CENSUS                          287,699          330,555
   1980 CENSUS                          276,605          313,291
   GROWTH 1980 - 1990                      4.01%            5.51%

HOUSEHOLDS
   2003 PROJECTION                      142,421          163,338
   1998 ESTIMATE                        133,341          151,985
   1990 CENSUS                          116,864          131,166
   1980 CENSUS                          107,735          119,224
   GROWTH 1980 - 1990                      8.47%           10.02%

1998 ESTIMATED POPULATION BY RACE       321,533          375,576
   WHITE                                  93.31%           93.52%
   BLACK                                   1.74%            1.69%
   ASIAN & PACIFIC ISLANDER                2.40%            2.32%
   OTHER RACES                             2.55%            2.47%

1998 ESTIMATED POPULATION               321,533          375,576
   HISPANIC ORIGIN                         2.87%            2.87%

OCCUPIED UNITS                          116,864          131,166
   OWNER OCCUPIED                         61.92%           63.35%
   RENTER OCCUPIED                        38.08%           36.65%
   1990 AVERAGE PERSONS PER HH             2.40             2.46

1998 EST. HOUSEHOLDS BY INCOME          133,341          151,985
   $150,000 OR MORE                        2.30%            2.33%
   $100,000 TO $149,999                    4.06%            4.18%
   $75,000 TO $99,999                      7.01%            7.35%
   $50,000 TO $74,999                     17.69%           18.35%
   $35,000 TO $49,999                     16.54%           16.93%
   $25,000 TO $34,999                     13.70%           13.86%
   $15,000 TO $24,999                     17.07%           16.57%
   $5,000 TO $15,000                      17.74%           16.75%
   UNDER $5,000                            3.90%            3.69%

1998 EST. AVERAGE HOUSEHOLD INCOME      $45,229          $46,321
1998 EST. MEDIAN HOUSEHOLD INCOME       $33,246          $34,372
1998 EST. PER CAPITA INCOME             $19,055          $19,064
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 2


                             CUSTOM SUMMARY REPORT
                         (POP FACTS: FULL DATA REPORT)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

N. Division St. & Wellesley Ave.
Spokane, Washington               COORD: 47:42.05 117:24.61

<TABLE>
<CAPTION>
- -------------------------------------------------------------------
                                     10.00 MILE       15.00 MILE
DESCRIPTION                             RADIUS            RADIUS
- -------------------------------------------------------------------
<S>                                  <C>              <C>    
1998 ESTIMATED POPULATION BY SEX     321,533          375,576
   MALE                                48.17%           48.45%
   FEMALE                              51.83%           51.55%

MARITAL STATUS                       225,219          256,697
   SINGLE MALE                         13.41%           13.26%
   SINGLE FEMALE                       11.14%           10.76%
   MARRIED                             53.47%           55.06%
   PREVIOUSLY MARRIED MALE              7.04%            6.79%
   PREVIOUSLY MARRIED FEMALE           14.93%           14.13%

HOUSEHOLDS WITH CHILDREN              39,074           45,849
   MARRIED COUPLE FAMILY               67.99%           70.20%
   OTHER FAMILY-MALE HEAD               5.27%            5.06%
   OTHER FAMILY-FEMALE HEAD            24.93%           23.04%
   NON FAMILY                           1.80%            1.70%

1998 ESTIMATED POPULATION BY AGE     321,533          375,576
   UNDER 5 YEARS                        7.06%            7.15%
   5 TO 9 YEARS                         7.54%            7.62%
   10 TO 14 YEARS                       7.13%            7.32%
   15 TO 17 YEARS                       4.03%            4.15%
   18 TO 20 YEARS                       4.12%            4.15%
   21 TO 24 YEARS                       4.77%            4.86%
   25 TO 29 YEARS                       6.70%            6.72%
   30 TO 34 YEARS                       7.06%            6.86%
   35 TO 39 YEARS                       8.03%            7.98%
   40 TO 49 YEARS                      15.17%           15.33%
   50 TO 59 YEARS                      10.38%           10.54%
   60 TO 64 YEARS                       3.64%            3.62%
   65 TO 69 YEARS                       3.53%            3.46%
   70 TO 74 YEARS                       3.40%            3.27%
   75 + YEARS                           7.45%            6.99%
   MEDIAN AGE                          35.99            35.74
   AVERAGE AGE                         36.96            36.58
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 3


                             CUSTOM SUMMARY REPORT
                         (POP FACTS: FULL DATA REPORT)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

N. Division St. & Wellesley Ave.
Spokane, Washington               COORD: 47:42.05 117:24.61

<TABLE>
<CAPTION>
- -------------------------------------------------------------------
                                      10.00 MILE       15.00 MILE
DESCRIPTION                               RADIUS           RADIUS
- -------------------------------------------------------------------
<S>                                   <C>              <C>    
1998 ESTIMATED FEMALE POP. BY AGE     166,648          193,605
   UNDER 5 YEARS                         6.69%            6.82%
   5 TO 9 YEARS                          7.09%            7.19%
   10 TO 14 YEARS                        6.69%            6.90%
   15 TO 17 YEARS                        3.77%            3.90%
   18 TO 20 YEARS                        4.00%            3.98%
   21 TO 24 YEARS                        4.51%            4.53%
   25 TO 29 YEARS                        6.52%            6.52%
   30 TO 34 YEARS                        6.90%            6.76%
   35 TO 39 YEARS                        8.00%            8.04%
   40 TO 49 YEARS                       14.99%           15.20%
   50 TO 59 YEARS                       10.31%           10.46%
   60 TO 64 YEARS                        3.73%            3.70%
   65 TO 69 YEARS                        3.68%            3.59%
   70 TO 74 YEARS                        3.78%            3.64%
   75 + YEARS                            9.35%            8.75%
   FEMALE MEDIAN AGE                    37.39            37.11
   FEMALE AVERAGE AGE                   38.54            38.08

POPULATION BY HOUSEHOLD TYPE          287,699          330,555
   FAMILY HOUSEHOLDS                    79.67%           80.97%
   NON-FAMILY HOUSEHOLDS                17.93%           16.59%
   GROUP QUARTERS                        2.40%            2.44%

HOUSEHOLDS BY TYPE                    116,864          131,166
   SINGLE MALE                          12.20%           11.64%
   SINGLE FEMALE                        17.49%           16.45%
   MARRIED COUPLE                       49.71%           52.06%
   OTHER FAMILY-MALE HEAD                2.95%            2.94%
   OTHER FAMILY-FEMALE HEAD             11.36%           10.95%
   NON FAMILY-MALE HEAD                  3.73%            3.56%
   NON FAMILY-FEMALE HEAD                2.57%            2.41%

POPULATION BY URBAN VS. RURAL         287,723          330,523
   URBAN                                92.45%           86.91%
   RURAL                                 7.55%           13.09%
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 4


                             CUSTOM SUMMARY REPORT
                         (POP FACTS: FULL DATA REPORT)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

N. Division St. & Wellesley Ave.
Spokane, Washington               COORD: 47:42.05 117:24.61

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------
                                            10.00 MILE       15.00 MILE
DESCRIPTION                                     RADIUS           RADIUS
- --------------------------------------------------------------------------
<S>                                         <C>              <C>    
FEMALES 16+ WITH CHILDREN 0 - 17: BASE      117,289          132,416
   WORKING WITH CHILD 0 - 5                    4.81%            4.94%
   NOT WORKING WITH CHILD 0 - 5                0.44%            0.45%
   NOT IN LABOR FORCE WITH CHILD 0 - 5         3.42%            3.56%
   WORKING WITH CHILD 6 - 17                  11.22%           11.76%
   NOT WORKING WITH CHILD 6 - 17               0.74%            0.75%
   NOT IN LAB. FORCE WITH CHILD 6 - 17         3.79%            4.03%
   WORKING WITH CHILD 0-5 & 6-18               3.31%            3.48%
   NOT WORKING WITH CHILD 0-5 & 6-18           0.25%            0.25%
   NOT IN LAB. FORCE W/CHILD 0-5 & 6-18        2.85%            2.99%
   WORKING WITH NO CHILDREN                   31.20%           30.82%
   NOT WORKING WITH NO CHILDREN                2.35%            2.30%
   NOT IN LAB. FORCE WITH NO CHILD.           35.61%           34.67%

HH BY AGE BY POVERTY STATUS                 117,157          131,427
   ABOVE POVERTY UNDER AGE 65                 64.77%           66.28%
   ABOVE POVERTY AGE 65 +                     20.77%           19.88%
   BELOW POVERTY UNDER AGE 65                 11.53%           11.06%
   BELOW POVERTY AGE 65 +                      2.92%            2.79%

POPULATION 16+ BY EMPLOYMENT STATUS         221,993          252,620
   EMPLOYED IN ARMED FORCES                    0.91%            1.64%
   EMPLOYED CIVILIANS                         56.84%           57.04%
   UNEMPLOYED CIVILIANS                        4.59%            4.51%
   NOT IN LABOR FORCE                         37.66%           36.81%

POPULATION 16+ BY OCCUPATION                126,173          144,092
   EXECUTIVE AND MANAGERIAL                   11.89%           11.77%
   PROFESSIONAL SPECIALTY                     15.58%           15.34%
   TECHNICAL SUPPORT                           3.97%            3.97%
   SALES                                      13.84%           13.80%
   ADMINISTRATIVE SUPPORT                     15.81%           15.83%
   SERVICE: PRIVATE HOUSEHOLD                  0.31%            0.31%
   SERVICE: PROTECTIVE                         1.52%            1.54%
   SERVICE: OTHER                             13.92%           13.56%
   FARMING FORESTRY & FISHING                  1.06%            1.24%
   PRECISION PRODUCTION & CRAFT                9.47%            9.77%
   MACHINE OPERATOR                            4.78%            4.87%
   TRANS. AND MATERIAL MOVING                  4.20%            4.23%
   LABORERS                                    3.67%            3.75%
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 5


                             CUSTOM SUMMARY REPORT
                         (POP FACTS: FULL DATA REPORT)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

N. Division St. & Wellesley Ave.
Spokane, Washington               COORD: 47:42.05 117:24.61

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------
                                         10.00 MILE       15.00 MILE
DESCRIPTION                                 RADIUS            RADIUS
- ----------------------------------------------------------------------
<S>                                       <C>              <C>   
FAMILIES BY NUMBER OF WORKERS             75,629           87,391
   NO WORKERS                              15.94%           15.12%
   ONE WORKER                              29.57%           29.29%
   TWO WORKERS                             44.84%           45.54%
   THREE + WORKERS                          9.65%           10.05%

HISPANIC POPULATION BY TYPE              287,699          330,555
   NOT HISPANIC                            98.08%           98.07%
   MEXICAN                                  1.17%            1.18%
   PUERTO RICAN                             0.12%            0.13%
   CUBAN                                    0.03%            0.03%
   OTHER HISPANIC                           0.60%            0.60%

1998 HISPANICS BY RACE: BASE               9,243           10,772
   WHITE                                   62.06%           61.51%
   BLACK                                    2.16%            1.99%
   ASIAN                                    3.50%            3.56%
   OTHER                                   32.38%           32.94%

POPULATION BY TRANSPORTATION TO WORK     125,871          145,465
   DRIVE ALONE                             78.37%           78.55%
   CAR POOL                                10.66%           10.77%
   PUBLIC TRANSPORTATION                    3.23%            2.95%
   DRIVE MOTORCYCLE                         0.20%            0.22%
   WALKED ONLY                              3.41%            3.27%
   OTHER MEANS                              1.09%            1.07%
   WORKED AT HOME                           3.03%            3.17%

POPULATION BY TRAVEL TIME TO WORK        125,871          145,465
   UNDER 10 MINUTES / WORK AT HOME         18.06%           18.35%
   10 TO 29 MINUTES                        66.05%           64.28%
   30 TO 59 MINUTES                        13.84%           15.29%
   60 TO 89 MINUTES                         1.29%            1.30%
   90+ MINUTES                              0.76%            0.78%
   AVERAGE TRAVEL TIME IN MINUTES          17.49            17.84

HOUSEHOLDS BY NO. OF VEHICLES            116,870          131,113
   NO VEHICLES                             10.63%            9.83%
   1 VEHICLE                               34.37%           32.94%
   2 VEHICLES                              36.91%           37.58%
   3+ VEHICLES                             18.10%           19.65%
   ESTIMATED TOTAL VEHICLES              194,111          224,186
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 6


                             CUSTOM SUMMARY REPORT
                         (POP FACTS: FULL DATA REPORT)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

N. Division St. & Wellesley Ave.
Spokane, Washington               COORD: 47:42.05 117:24.61

<TABLE>
<CAPTION>
- --------------------------------------------------------------------
                                      10.00 MILE       15.00 MILE
DESCRIPTION                               RADIUS           RADIUS
- --------------------------------------------------------------------
<S>                                   <C>              <C>    
POPULATION 25+ BY EDUCATION LEVEL     184,966          210,409
   ELEMENTARY (0-8)                      5.05%            4.89%
   SOME HIGH SCHOOL (9-11)              10.42%           10.33%
   HIGH SCHOOL GRADUATE (12)            27.70%           27.98%
   SOME COLLEGE (13-15)                 25.70%           25.93%
   ASSOCIATES DEGREE ONLY               10.02%           10.14%
   BACHELORS DEGREE ONLY                14.28%           14.11%
   FGRADUATE DEGREE                      6.82%            6.63%

POPULATION ENROLLED IN SCHOOL          76,947           89,487
   PUBLIC PRE-PRIMARY                    4.02%            4.12%
   PRIVATE PRE-PRIMARY                   2.50%            2.51%
   PUBLIC ELEM/HIGH                     57.01%           58.54%
   PRIVATE ELEM/HIGH                     5.42%            5.24%
   ENROLLED IN COLLEGE                  31.06%           29.58%

HOUSING UNITS BY OCCUPANCY STATUS     123,332          138,627
   OCCUPIED                             94.76%           94.62%
   VACANT                                5.24%            5.38%

VACANT UNITS                            6,468            7,461
   FOR RENT                             42.85%           39.51%
   FOR SALE ONLY                        17.10%           16.43%
   SEASONAL                              4.05%            7.41%
   OTHER                                36.00%           36.65%

OWNER OCCUPIED PROPERTY VALUES         61,335           67,527
   UNDER $25,000                         3.29%            3.13%
   $25,000 TO $49,999                   34.53%           32.73%
   $50,000 TO $74,999                   34.76%           35.11%
   $75,000 TO $99,999                   16.09%           16.95%
   $100,000 TO $149,999                  7.49%            8.07%
   $150,000 TO $199,999                  2.22%            2.36%
   $200,000 TO $299,999                  1.17%            1.21%
   $300,000 TO $$399,999                 0.28%            0.28%
   $400,000 TO $499,999                  0.08%            0.07%
   $500,000 +                            0.08%            0.08%

MEDIAN PROPERTY VALUE                 $58,758          $60,062
TOTAL RENTAL UNITS                     42,572           44,998
MEDIAN RENT                           $   292          $   294
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 7


                             CUSTOM SUMMARY REPORT
                         (POP FACTS: FULL DATA REPORT)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

N. Division St. & Wellesley Ave.
Spokane, Washington               COORD: 47:42.05 117:24.61

<TABLE>
<CAPTION>
- ----------------------------------------------------------------
                                  10.00 MILE       15.00 MILE
DESCRIPTION                           RADIUS           RADIUS
- ----------------------------------------------------------------
<S>                               <C>              <C>    
PERSONS IN UNIT                   116,864          131,166
   1 PERSON UNITS                   29.68%           28.08%
   2 PERSON UNITS                   33.81%           33.65%
   3 PERSON UNITS                   15.41%           15.77%
   4 PERSON UNITS                   12.99%           13.83%
   5 PERSON UNITS                    5.39%            5.76%
   6 PERSON UNITS                    1.77%            1.90%
   7 + UNITS                         0.94%            1.00%

YEAR ROUND UNITS IN STRUCTURE     123,332          138,627
   SINGLE UNITS DETACHED            67.68%           67.34%
   SINGLE UNITS ATTACHED             2.30%            2.81%
   DOUBLE UNITS                      4.34%            4.08%
   3 TO 9 UNITS                      8.16%            7.34%
   10 TO 19 UNITS                    4.60%            4.18%
   20 TO 49 UNITS                    4.61%            4.20%
   50 + UNITS                        3.52%            3.30%
   MOBILE HOME OR TRAILER            4.07%            5.98%
   ALL OTHER                         0.72%            0.76%

SINGLE/MULTIPLE UNIT RATIO           2.77             3.04
HOUSING UNITS BY YEAR BUILT       116,870          131,113
   BUILT 1989 TO MARCH 1990          0.98%            1.04%
   BUILT 1985 TO 1988                4.86%            5.19%
   BUILT 1980 TO 1984                6.63%            7.47%
   BUILT 1970 TO 1979               22.81%           24.89%
   BUILT 1960 TO 1969               10.62%           10.60%
   BUILT 1950 TO 1959               19.68%           18.68%
   BUILT 1940 TO 1949               11.71%           11.08%
   BUILT 1939 OR EARLIER            22.72%           21.04%
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 1


                             CUSTOM SUMMARY REPORT
                              (1990 INCOME ('89))
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

N. Division St. & Wellesley Ave.
Spokane, Washington               COORD: 47:42.05 117:24.61

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
                                   3.00 MILE       5.00 MILE       7.00 MILE
DESCRIPTION                           RADIUS          RADIUS          RADIUS
- -------------------------------------------------------------------------------
<S>                                   <C>          <C>             <C>   
1990 Total Households                 7            75,449          95,067
% INCOME CATEGORIES
HH_90_BY INCOME_89: %_0-5K            4%            7.98%           7.15%
HH_90_BY INCOME_89: %_5-15K           7%           26.45%          24.72%
HH_90_BY INCOME_89: %_15-25K          4%           21.23%          20.68%
HH_90_BY INCOME_89: %_25-35K          2%           16.35%          16.46%
HH_90_BY INCOME_89: %_35-50K          6%           15.19%          16.01%
HH_90_BY INCOME_89: %_50-75K          1%            8.90%          10.01%
HH_90_BY INCOME_89: %_75-100K         7%            2.34%           2.78%
HH_90_BY INCOME_89: %_100-150K     0.47%            1.03%           1.47%
HH_90_BY INCOME_89: %_150K+        0.22%            0.53%           0.72%
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 1


                             CUSTOM SUMMARY REPORT
                              (1990 INCOME ('89))
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

N. Division St. & Wellesley Ave.
Spokane, Washington               COORD: 47:42.05 117:24.61

<TABLE>
<CAPTION>
- --------------------------------------------------------------
                                   10.00 MILE       15.00 MILE
DESCRIPTION                            RADIUS           RADIUS
- --------------------------------------------------------------
<S>                                <C>              <C>    
1990 Total Households              116,864          131,166
% INCOME CATEGORIES
HH_90_BY INCOME_89: %_0-5K          6.59%            6.24%
HH_90_BY INCOME_89: %_5-15K        23.13%           22.15%
HH_90_BY INCOME_89: %_15-25K       20.22%           20.20%
HH_90_BY INCOME_89: %_25-35K       16.68%           16.91%
HH_90_BY INCOME_89: %_35-50K       16.97%           17.41%
HH_90_BY INCOME_89: %_50-75K       11.07%           11.63%
HH_90_BY INCOME_89: %_75-100K       2.97%            3.03%
HH_90_BY INCOME_89: %_100-150K      1.55%            1.58%
HH_90_BY INCOME_89: %_150K+         0.83%            0.84%
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 1


                      POP FACTS: DEMOGRAPHIC TREND REPORT
                       CENSUS '90, UPDATES & PROJECTIONS
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

N. Division St. & Wellesley Ave.
Spokane, Washington               COORD: 47:42.05 117:24.61

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------
                                                   3.00 MILE RADIUS
                                    1990          1998          2003
DESCRIPTION                        CENSUS       ESTIMATE     PROJECTION
- -----------------------------------------------------------------------
<S>                               <C>           <C>           <C>
POPULATION BY RACE                112,762       116,570       119,031
 NON-HISPANIC WHITE                 92.33%        90.17%        88.83%
 NON-HISPANIC BLACK                  1.36%         1.67%         1.87%
 NON-HISPANIC ASIAN & P.I.           1.86%         2.52%         2.95%
 NON-HISPANIC A.I. & OTHER           2.28%         2.35%         2.38%
 HISPANIC ORIGIN POPULATION          2.17%         3.28%         3.97%
 
HOUSEHOLDS BY INCOME               47.085        49,953        51,808
 $150,000 OR MORE                    0.22%         0.49%         0.98%
 $100,000 TO $149,999                0.47%         1.60%         2.72%
 $75,000 TO $99,999                  1.47%         3.58%         5.41%
 $50,000 TO $74,999                  6.91%        13.81%        15.58%
 $35,000 TO $49,999                 14.76%        16.88%        16.37%
 $25,000 TO $34,999                 17.52%        16.06%        15.08%
 $15,000 TO $24,999                 23.24%        19.88%        19.69%
 $5,000 TO $14,999                  27.37%        22.73%        20.59%
 UNDER $5,000                        8.04%         4.96%         3.59%
 
AVERAGE INCOME                   $ 25,035      $ 33,586      $ 39,310
MEDIAN INCOME                    $ 21,277      $ 26,513      $ 29,067
 
POPULATION BY SEX                 112,762       116,570       119,031
 MALE                               47.71%        47.78%        47.97%
 FEMALE                             52.29%        52.22%        52.03%
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 2


                      POP FACTS: DEMOGRAPHIC TREND REPORT
                       CENSUS '90, UPDATES & PROJECTIONS
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

N. Division St. & Wellesley Ave.
Spokane, Washington               COORD: 47:42.05 117:24.61

<TABLE>
<CAPTION>
- ------------------------------------------------------------
                                        3.00 MILE RADIUS
                          1990         1998          2003
DESCRIPTION              CENSUS      ESTIMATE     PROJECTION
- -------------------   -----------   ----------   -----------
<S>                     <C>          <C>           <C>
PUPULATION BY AGE       112,762      116,570       119,031
 UNDER 5 YEARS             7.76%        7.53%         7.28%
 5 to 9 YEARS              7.30%        7.89%         7.59%
 10 TO 14 YEARS            6.26%        6.83%         7.36%
 15 TO 17 YEARS            3.45%        3.70%         3.96%
 18 TO 20 YEARS            5.22%        4.43%         4.37%
 21 YEARS                  1.76%        1.39%         1.28%
 22 TO 24 YEARS            4.89%        3.54%         3.74%
 25 TO 29 YEARS            8.99%        6.88%         5.94%
 30 TO 34 YEARS            8.59%        8.17%         6.78%
 35 TO 39 YEARS            7.47%        8.60%         7.97%
 40 TO 44 YEARS            5.88%        7.38%         8.25%
 45 TO 49 YEARS            4.39%        6.17%         7.08%
 50 TO 54 YEARS            3.86%        4.90%         5.91%
 55 TO 59 YEARS            3.82%        3.75%         4.65%
 60 TO 64 YEARS            4.28%        3.38%         3.55%
 65 TO 69 YEARS            4.64%        3.49%         3.02%
 70 TO 74 YEARS            4.08%        3.58%         3.06%
 75 TO 84 YEARS            5.56%        5.88%         5.48%
 85 + YEARS                1.81%        2.53%         2.73%
 
MEDIAN AGE                32.55        34.78         36.07
AVERAGE AGE               36.30        36.67         36.97
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 3


                      POP FACTS: DEMOGRAPHIC TREND REPORT
                       CENSUS '90, UPDATES & PROJECTIONS
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

N. Division St. & Wellesley Ave.
Spokane, Washington               COORD: 47:42.05 117:24.61

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------
                                                   5.00 MILE RADIUS
                                    1990          1998          2003
DESCRIPTION                        CENSUS       ESTIMATE     PROJECTION
- -----------------------------------------------------------------------
<S>                               <C>           <C>           <C>
POPULATION BY RACE                179,606       190,997       197,403
 NON-HISPANIC WHITE                 92.07%        90.01%        88.69%
 NON-HISPANIC BLACK                  1.83%         2.15%         2.37%
 NON-HISPANIC ASIAN & P.I.           1.93%         2.57%         2.99%
 NON-HISPANIC A.I. & OTHER           2.07%         2.08%         2.08%
 HISPANIC ORIGIN POPULATION          2.11%         3.19%         3.87%
 
HOUSEHOLDS BY INCOME               75,516        81,989        85,861
 $150,000 OR MORE                    0.53%         1.41%         2.71%
 $100,000 TO $149,999                1.03%         3.02%         4.75%
 $75,000 TO $99,999                  2.34%         5.43%         7.57%
 $50,000 TO $74,999                  8.90%        15.52%        16.19%
 $35,000 TO $49,999                 15.19%        15.88%        14.76%
 $25,000 TO $34,999                 16.35%        14.28%        13.73%
 $15,000 TO $24,999                 21.23%        18.67%        18.36%
 $5,000 TO $14,999                  26.45%        21.12%        18.65%
 UNDER $5,000                        7.98%         4.68%         3.28%
 
AVERAGE INCOME                   $ 27,953      $ 39,308      $ 47,436
MEDIAN INCOME                    $ 22,333      $ 28,877      $ 32,070
 
POPULATION BY SEX                 179,606       190,997       197,403
 MALE                               47.81%        48.90%        48.04%
 FEMALE                             52.19%        52.11%        51.96%
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 4


                      POP FACTS: DEMOGRAPHIC TREND REPORT
                       CENSUS '90, UPDATES & PROJECTIONS
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

N. Division St. & Wellesley Ave.
Spokane, Washington               COORD: 47:42.05 117:24.61

<TABLE>
<CAPTION>
- ------------------------------------------------------------
                                        5.00 MILE RADIUS
                          1990         1998          2003
DESCRIPTION              CENSUS      ESTIMATE     PROJECTION
- ------------------------------------------------------------
<S>                     <C>          <C>           <C>
PUPULATION BY AGE       179,606      190,997       197,403
 UNDER 5 YEARS             7.36%        7.09%         6.83%
 5 to 9 YEARS              7.10%        7.54%         7.18%
 10 TO 14 YEARS            6.32%        6.80%         7.15%
 15 TO 17 YEARS            3.54%        3.73%         3.97%
 18 TO 20 YEARS            5.10%        4.34%         4.30%
 21 YEARS                  1.72%        1.33%         1.24%
 22 TO 24 YEARS            4.66%        3.51%         3.69%
 25 TO 29 YEARS            8.55%        6.88%         5.91%
 30 TO 34 YEARS            8.53%        7.65%         6.77%
 35 TO 39 YEARS            7.85%        8.30%         7.47%
 40 TO 44 YEARS            6.59%        7.68%         8.00%
 45 TO 49 YEARS            4.87%        6.72%         7.41%
 50 TO 54 YEARS            3.93%        5.46%         6.47%
 55 TO 59 YEARS            3.86%        4.06%         5.21%
 60 TO 64 YEARS            4.16%        3.50%         3.85%
 65 TO 69 YEARS            4.47%        3.52%         3.20%
 70 TO 74 YEARS            3.90%        3.50%         3.10%
 75 TO 84 YEARS            5.51%        5.80%         5.49%
 85 + YEARS                1.96%        2.60%         2.76%
 
MEDIAN AGE                33.31        35.69         36.98
AVERAGE AGE               36.58        37.23         37.72
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 5


                      POP FACTS: DEMOGRAPHIC TREND REPORT
                       CENSUS '90, UPDATES & PROJECTIONS
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

N. Division St. & Wellesley Ave.
Spokane, Washington               COORD: 47:42.05 117:24.61

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------
                                                   7.00 MILE RADIUS
                                    1990          1998          2003
DESCRIPTION                        CENSUS       ESTIMATE     PROJECTION
- -----------------------------------------------------------------------
<S>                               <C>           <C>           <C>
POPULATION BY RACE                228,446       248,604       259,302
 NON-HISPANIC WHITE                 92.78%        90.93%        89.73%
 NON-HISPANIC BLACK                  1.60%         1.86%         2.04%
 NON-HISPANIC ASIAN & P.I.           1.82%         2.41%         2.80%
 NON-HISPANIC A.I. & OTHER           1.81%         1.80%         1.80%
 HISPANIC ORIGIN POPULATION          1.99%         3.00%         3.64%
 
HOUSEHOLDS BY INCOME               95,299       105,694       111,731
 $150,000 OR MORE                    0.72%         2.05%         3.85%
 $100,000 TO $149,999                1.47%         3.74%         5.72%
 $75,000 TO $99,999                  2.78%         6.33%         8.52%
 $50,000 TO $74,999                 10.01%        16.63%        16.96%
 $35,000 TO $49,999                 16.01%        16.05%        14.59%
 $25,000 TO $34,999                 16.46%        13.94%        13.35%
 $15,000 TO $24,999                 20.68%        17.79%        17.16%
 $5,000 TO $14,999                  24.72%        19.27%        16.92%
 UNDER $5,000                        7.15%         4.19%         2.95%
 
AVERAGE INCOME                   $ 30,079      $ 42,938      $ 52,448
MEDIAN INCOME                    $ 23,764      $ 31,277      $ 34,720
 
POPULATION BY SEX                 228,446       248,604       259,392
 MALE                               47.95%        48.01%        48.11%
 FEMALE                             52.05%        51.99%        51.89%
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 6


                      POP FACTS: DEMOGRAPHIC TREND REPORT
                       CENSUS '90, UPDATES & PROJECTIONS
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

N. Division St. & Wellesley Ave.
Spokane, Washington               COORD: 47:42.05 117:24.61

<TABLE>
<CAPTION>
- ------------------------------------------------------------
                                        7.00 MILE RADIUS
                          1990         1998          2003
DESCRIPTION              CENSUS      ESTIMATE     PROJECTION
- ------------------------------------------------------------
<S>                     <C>          <C>           <C>
PUPULATION BY AGE       228,446      248,604       259,392
 UNDER 5 YEARS             7.28%        7.00%         6.73%
 5 to 9 YEARS              7.23%        7.49%         7.11%
 10 TO 14 YEARS            6.53%        6.89%         7.15%
 15 TO 17 YEARS            3.68%        3.85%         4.04%
 18 TO 20 YEARS            4.76%        4.14%         4.17%
 21 YEARS                  1.57%        1.26%         1.21%
 22 TO 24 YEARS            4.35%        3.47%         3.66%
 25 TO 29 YEARS            8.21%        6.74%         5.87%
 30 TO 34 YEARS            8.51%        7.29%         6.63%
 35 TO 39 YEARS            8.06%        8.12%         7.14%
 40 TO 44 YEARS            6.94%        7.87%         7.87%
 45 TO 49 YEARS            5.13%        7.00%         7.61%
 50 TO 54 YEARS            4.08%        5.74%         6.73%
 55 TO 59 YEARS            3.96%        4.28%         5.48%
 60 TO 64 YEARS            4.21%        3.61%         4.05%
 65 TO 69 YEARS            4.53%        3.58%         3.31%
 70 TO 74 YEARS            3.87%        3.56%         3.15%
 75 TO 84 YEARS            5.34%        5.75%         5.51%
 85 + YEARS                1.78%        2.38%         2.58%
 
MEDIAN AGE                33.76        36.15         37.40
AVERAGE AGE               36.59        37.37         37.93
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 1


                      POP-FACTS: DEMOGRAPHIC TREND REPORT
                       CENSUS '90, UPDATES & PROJECTIONS
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

N. Division St. & Wellesley Ave.
Spokane, Washington               COORD: 47:42.05 117:24.61

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------
                                                  10.00 MILE RADIUS
                                    1990          1998          2003
DESCRIPTION                        CENSUS       ESTIMATE     PROJECTION
- -----------------------------------------------------------------------
<S>                               <C>           <C>           <C>
POPULATION BY RACE                287,699       321,533       339,096
 NON-HISPANIC WHITE                 93.26%        91.53%        90.41%
 NON-HISPANIC BLACK                  1.45%         1.68%         1.84%
 NON-HISPANIC ASIAN & P.I.           1.73%         2.30%         2.67%
 NON-HISPANIC A.I. & OTHER           1.64%         1.62%         1.61%
 HISPANIC ORIGIN POPULATION          1.92%         2.87%         3.47%
 
HOUSEHOLDS BY INCOME              117,157       133,341       142,421
 $150,000 OR MORE                    0.83%         2.30%         4.35%
 $100,000 TO $149,999                1.55%         4.06%         6.31%
 $75,000 TO $99,999                  2.97%         7.01%         9.27%
 $50,000 TO $74,999                 11.07%        17.69%        17.84%
 $35,000 TO $49,999                 16.97%        16.54%        14.72%
 $25,000 TO $34,999                 16.68%        13.70%        12.96%
 $15,000 TO $24,999                 20.22%        17.07%        16.31%
 $5,000 TO $14,999                  23.13%        17.74%        15.46%
 UNDER $5,000                        6.59%         3.90%         2.77%
 
AVERAGE INCOME                   $ 31,446      $ 45,229      $ 55,585
MEDIAN INCOME                    $ 25,038      $ 33,246      $ 37,537
 
POPULATION BY SEX                 287,699       321,533       339,096
 MALE                               48.13%        48.17%        48.23%
 FEMALE                             51.87%        51.83%        51.77%
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 2


                      POP-FACTS: DEMOGRAPHIC TREND REPORT
                       CENSUS '90, UPDATES & PROJECTIONS
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

N. Division St. & Wellesley Ave.
Spokane, Washington               COORD: 47:42.05 117:24.61

<TABLE>
<CAPTION>
- ------------------------------------------------------------
                                       10.00 MILE RADIUS
                          1990         1998          2003
DESCRIPTION              CENSUS      ESTIMATE     PROJECTION
- ------------------------------------------------------------
<S>                     <C>          <C>           <C>
PUPULATION BY AGE       287,699      321,533       339,096
 UNDER 5 YEARS             7.35%        7.06%         6.78%
 5 to 9 YEARS              7.49%        7.54%         7.14%
 10 TO 14 YEARS            6.88%        7.13%         7.24%
 15 TO 17 YEARS            3.87%        4.03%         4.16%
 18 TO 20 YEARS            4.62%        4.12%         4.22%
 21 YEARS                  1.50%        1.25%         1.25%
 22 TO 24 YEARS            4.18%        3.52%         3.73%
 25 TO 29 YEARS            8.04%        6.70%         5.91%
 30 TO 34 YEARS            8.51%        7.06%         6.55%
 35 TO 39 YEARS            8.19%        8.03%         6.93%
 40 TO 44 YEARS            7.25%        8.01%         7.79%
 45 TO 49 YEARS            5.34%        7.16%         7.72%
 50 TO 54 YEARS            4.23%        5.96%         6.87%
 55 TO 59 YEARS            4.02%        4.42%         5.66%
 60 TO 64 YEARS            4.11%        3.64%         4.15%
 65 TO 69 YEARS            4.32%        3.53%         3.32%
 70 TO 74 YEARS            3.65%        3.40%         3.09%
 75 TO 84 YEARS            4.87%        5.33%         5.15%
 85 + YEARS                1.59%        2.12%         2.32%
 
MEDIAN AGE                33.57        35.99         37.17
AVERAGE AGE               36.06        36.96         37.61
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 3


                      POP-FACTS: DEMOGRAPHIC TREND REPORT
                       CENSUS '90, UPDATES & PROJECTIONS
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

N. Division St. & Wellesley Ave.
Spokane, Washington               COORD: 47:42.05 117:24.61

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------
                                                  15.00 MILE RADIUS
                                    1990          1998          2003
DESCRIPTION                        CENSUS       ESTIMATE     PROJECTION
- -----------------------------------------------------------------------
<S>                               <C>           <C>           <C>
POPULATION BY RACE                330,555       375,576       398,658
 NON-HISPANIC WHITE                 93.40%        91.75%        90.70%
 NON-HISPANIC BLACK                  1.42%         1.63%         1.77%
 NON-HISPANIC ASIAN & P.I.           1.70%         2.22%         2.57%
 NON-HISPANIC A.I. & OTHER           1.54%         1.52%         1.51%
 HISPANIC ORIGIN POPULATION          1.93%         2.87%         3.45%
 
HOUSEHOLDS BY INCOME              131,427       151,985       163,338
 $150,000 OR MORE                    0.84%         2.33%         4.39%
 $100,000 TO $149,999                1.58%         4.18%         6.57%
 $75,000 TO $99,999                  3.03%         7.35%         9.68%
 $50,000 TO $74,999                 11.63%        18.35%        18.63%
 $35,000 TO $49,999                 17.41%        16.93%        15.05%
 $25,000 TO $34,999                 16.91%        13.86%        12.93%
 $15,000 TO $24,999                 20.20%        16.57%        15.54%
 $5,000 TO $14,999                  22.15%        16.75%        14.57%
 UNDER $5,000                        6.24%         3.69%         2.64%
 
AVERAGE INCOME                   $ 32,113      $ 46,321      $ 57,076
MEDIAN INCOME                    $ 25,829      $ 34,372      $ 39,303
 
POPULATION BY SEX                 330,555       375,576       398,658
 MALE                               48.46%        48.45%        48.49%
 FEMALE                             51.54%        51.55%        51.51%
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 4


                      POP-FACTS: DEMOGRAPHIC TREND REPORT
                       CENSUS '90, UPDATES & PROJECTIONS
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

N. Division St. & Wellesley Ave.
Spokane, Washington               COORD: 47:42.05 117:24.61

<TABLE>
<CAPTION>
- ------------------------------------------------------------
                                       15.00 MILE RADIUS
                          1990         1998          2003
DESCRIPTION              CENSUS      ESTIMATE     PROJECTION
- ------------------------------------------------------------
<S>                     <C>          <C>           <C>
PUPULATION BY AGE       330,555      375,576       398,658
 UNDER 5 YEARS             7.48%        7.15%         6.85%
 5 to 9 YEARS              7.71%        7.62%         7.20%
 10 TO 14 YEARS            7.15%        7.32%         7.34%
 15 TO 17 YEARS            4.00%        4.15%         4.24%
 18 TO 20 YEARS            4.55%        4.15%         4.29%
 21 YEARS                  1.46%        1.26%         1.28%
 22 TO 24 YEARS            4.10%        3.60%         3.81%
 25 TO 29 YEARS            8.05%        6.72%         5.97%
 30 TO 34 YEARS            8.51%        6.86%         6.49%
 35 TO 39 YEARS            8.31%        7.98%         6.75%
 40 TO 44 YEARS            7.36%        8.05%         7.73%
 45 TO 49 YEARS            5.44%        7.28%         7.77%
 50 TO 54 YEARS            4.26%        6.06%         6.99%
 55 TO 59 YEARS            3.99%        4.48%         5.74%
 60 TO 64 YEARS            4.01%        3.62%         4.18%
 65 TO 69 YEARS            4.13%        3.46%         3.29%
 70 TO 74 YEARS            3.46%        3.27%         3.02%
 75 TO 84 YEARS            4.55%        5.02%         4.89%
 85 + YEARS                1.48%        1.96%         2.17%
 
MEDIAN AGE                33.23        35.75         36.87
AVERAGE AGE               35.55        36.58         37.32
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 1


                             CUSTOM SUMMARY REPORT
                         (POP FACTS: FULL DATA REPORT)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

City of Spokane
Washington                          COORD: 00:00.00 00:00.00

<TABLE>
<CAPTION>
- ----------------------------------------------------
DESCRIPTION                                TOTALS
- ----------------------------------------------------
<S>                                        <C>
POPULATION
 2003 PROJECTION                           191,709
 1998 ESTIMATE                             186,376
 1990 CENSUS                               177,196
 1980 CENSUS                               172,559
 GROWTH 1980 -- 1990                          2.69%

HOUSEHOLDS
 2003 PROJECTION                            84,128
 1998 ESTIMATE                              80,736
 1990 CENSUS                                75,147
 1980 CENSUS                                71,356
 GROWTH 1980 -- 1990                          5.31%

1998 ESTIMATED POPULATION BY RACE          186,376
 WHITE                                       91.81%
 BLACK                                        2.30%
 ASIAN & PACIFIC ISLANDER                     2.81%
 OTHER RACES                                  3.08%

1998 ESTIMATED POPULATION                  186,376
 HISPANIC ORIGIN                              3.11%

OCCUPIED UNITS                              75,147
 OWNER OCCUPIED                              57.23%
 RENTER OCCUPIED                             42.77%
 1990 AVERAGE PERSONS PER HH                  2.29

1998 EST. HOUSEHOLDS BY INCOME              80,736
 $15,000 OR MORE                              1.98%
 $100,000 TO $149,999                         3.31%
 $75,000 TO $99,999                           5.32%
 $50,000 TO $74,999                          15.52%
 $35,000 TO $49,999                          15.96%
 $25,000 TO $34,999                          14.10%
 $15,000 TO $24,999                          18.35%
 $5,000 TO $15,000                           20.75%
 UNDER $5,000                                 4.71%

1998 EST. AVERAGE HOUSEHOLD INCOME       $  40,824
1998 EST. MEDIAN HOUSEHOLD INCOME        $  29,391
1998 EST. PER CAPITA INCOME              $  18,017
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 2


                             CUSTOM SUMMARY REPORT
                         (POP FACTS: FULL DATA REPORT)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

City of Spokane
Washington                          COORD: 00:00.00 00:00.00

<TABLE>
<CAPTION>
- ------------------------------------------------
DESCRIPTION                             TOTALS
- ------------------------------------------------
<S>                                    <C>
1998 ESTIMATED POPULATION BY SEX       186,376
 MALE                                    47.82%
 FEMALE                                  52.18%

MARITAL STATUS                         140,041
 SINGLE MALE                             14.43%
 SINGLE FEMALE                           11.97%
 MARRIED                                 48.95%
 PREVIOUSLY MARRIED MALE                  7.77%
 PREVIOUSLY MARRIED FEMALE               16.88%

HOUSEHOLDS WITH CHILDREN                23,082
 MARRIED COUPLE FAMILY                   62.51%
 OTHER FAMILY-MALE HEAD                   5.92%
 OTHER FAMILY-FEMALE HEAD                29.55%
 NON FAMILY                               2.02%

1998 ESTIMATED POPULATION BY AGE       186,376
 UNDER 5 YEARS                            7.27%
 5 TO 9 YEARS                             7.72%
 10 TO 14 YEARS                           6.84%
 15 TO 17 YEARS                           3.67%
 18 TO 20 YEARS                           4.01%
 21 TO 24 YEARS                           4.71%
 25 TO 29 YEARS                           6.77%
 30 TO 34 YEARS                           7.74%
 35 TO 39 YEARS                           8.49%
 40 TO 49 YEARS                          14.63%
 50 TO 59 YEARS                           9.25%
 60 TO 64 YEARS                           3.32%
 65 TO 69 YEARS                           3.43%
 70 TO 74 YEARS                           3.50%
 75 + YEARS                               8.64%

 MEDIAN AGE                              35.75
 AVERAGE AGE                             37.20
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 3


                             CUSTOM SUMMARY REPORT
                         (POP FACTS: FULL DATA REPORT)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

City of Spokane
Washington                          COORD: 00:00.00 00:00.00

<TABLE>
<CAPTION>
- -------------------------------------------------
DESCRIPTION                              TOTALS
- -------------------------------------------------
<S>                                      <C>
1998 ESTIMATED FEMALE POP. BY AGE        97,253
 UNDER 5 YEARS                             6.86%
 5 TO 9 YEARS                              7.21%
 10 TO 14 YEARS                            6.37%
 15 TO 17 YEARS                            3.39%
 18 TO 20 YEARS                            3.88%
 21 TO 24 YEARS                            4.42%
 25 TO 29 YEARS                            6.56%
 30 TO 34 YEARS                            7.47%
 35 TO 39 YEARS                            8.25%
 40 TO 49 YEARS                           14.26%
 50 TO 59 YEARS                            9.16%
 60 TO 64 YEARS                            3.49%
 65 TO 69 YEARS                            3.66%
 70 TO 74 YEARS                            3.94%
 75 + YEARS                               11.09%
 FEMALE MEDIAN AGE                        37.33
 FEMALE AVERAGE AGE                       39.15

POPULATION BY HOUSEHOLD TYPE            177,196
 FAMILY HOUSEHOLDS                        75.82%
 NON-FAMILY HOUSEHOLDS                    21.25%
 GROUP QUARTERS                            2.93%

HOUSEHOLDS BY TYPE                        75,147
 SINGLE MALE                              13.76%
 SINGLE FEMALE                            20.04%
 MARRIED COUPLE                           43.76%
 OTHER FAMILY-MALE HEAD                    3.02%
 OTHER FAMILY-FEMALE HEAD                 12.35%
 NON FAMILY-MALE HEAD                      4.10%
 NON FAMILY-FEMALE HEAD                    2.98%

POPULATION BY URBAN VS. RURAL           177,196
 URBAN                                   100.00%
 RURAL                                     0.00%
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 4


                             CUSTOM SUMMARY REPORT
                         (POP FACTS: FULL DATA REPORT)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

City of Spokane
Washington                          COORD: 00:00.00 00:00.00

<TABLE>
<CAPTION>
- --------------------------------------------------------
DESCRIPTION                                     TOTALS
- --------------------------------------------------------
<S>                                             <C>
FEMALES 16+ WITH CHILDREN 0-17 BASE             73,749
 WORKING WITH CHILD 0 -- 5                        4.77%
 NOT WORKING WITH CHILD 0 -- 5                    0.47%
 NOT IN LABOR FORCE WITH CHILD 0 -- 5             3.52%
 WORKING WITH CHILD 6 -- 17                       9.68%
 NOT WORKING WITH CHILD 6 -- 17                   0.73%
 NOT IN LAB. FORCE WITH CHILD 6 -- 17             3.50%
 WORKING WITH CHILD 0 --5 & 6 -- 18               3.01%
 NOT WORKING WITH CHILD 0-5 & 6 -- 18             0.22%
 NOT IN LAB. FORCE W/CHILD 0-5 & 6 -- 18          2.83%
 WORKING WITH NO CHILDREN                        31.08%
 NOT WORKING WITH NO CHILDREN                     2.50%
 NOT IN LAB. FORCE WITH NO CHILD.                37.68%

HH BY AGE BY POVERTY STATUS                     75,252
 ABOVE POVERTY UNDER AGE 65                      60.17%
 ABOVE POVERTY AGE 65 +                          22.46%
 BELOW POVERTY UNDER AGE 65                      13.87%
 BELOW POVERTY AGE 65 +                           3.49%

POPULATION 16+ BY EMPLOYMENT STATUS            138,386
 EMPLOYED IN ARMED FORCES                         0.78%
 EMPLOYED CIVILIANS                              54.28%
 UNEMPLOYED CIVILIANS                             4.87%
 NOT IN LABOR FORCE                              40.07%

POPULATION 16+ BY OCCUPATION                    75,112
 EXECUTIVE AND MANAGERIAL                        10.91%
 PROFESSIONAL SPECIALTY                          16.04%
 TECHNICAL SUPPORT                                3.99%
 SALES                                           13.57%
 ADMINISTRATIVE SUPPORT                          16.08%
 SERVICE: PRIVATE HOUSEHOLD                       0.32%
 SERVICE: PROTECTIVE                              1.72%
 SERVICE: OTHER                                  15.11%
 FARMING FORESTRY & FISHING                       0.97%
 PRECISION PRODUCTION & CRAFT                     8.88%
 MACHINE OPERATOR                                 4.68%
 TRANS. AND MATERIAL MOVING                       4.05%
 LABORERS                                         3.69%
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 5


                             CUSTOM SUMMARY REPORT
                         (POP FACTS: FULL DATA REPORT)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

City of Spokane
Washington                          COORD: 00:00.00 00:00.00

<TABLE>
<CAPTION>
- -------------------------------------------------
DESCRIPTION                              TOTALS
- -------------------------------------------------
<S>                                      <C>
FAMILIES BY NUMBER OF WORKERS            44,976
 NO WORKERS                               18.29%
 ONE WORKER                               30.49%
 TWO WORKERS                              42.54%
 THREE + WORKERS                           8.68%

HISPANIC POPULATION BY TYPE             177,196
 NOT HISPANIC                             97.92%
 MEXICAN                                   1.25%
 PUERTO RICAN                              0.13%
 CUBAN                                     0.04%
 OTHER HISPANIC                            0.65%

1998 HISPANICS BY RACE: BASE              5,802
 WHITE                                    59.79%
 BLACK                                     2.79%
 ASIAN                                     3.84%
 OTHER                                    33.57%

POPULATION BY TRANSACTION TO WORK        74,810
 DRIVE ALONE                              75.52%
 CAR POOL                                 11.38%
 PUBLIC TRANSPORTATION                     4.31%
 DRIVE MOTORCYCLE                          0.21%
 WALKED ONLY                               4.28%
 OTHER MEANS                               1.30%
 WORKED AT HOME                            3.00%

POPULATION BY TRAVEL TIME TO WORK        74,810
 UNDER 10 MINUTES / WORK AT HOME          19.07%
 10 TO 29 MINUTES                         65.73%
 30 TO 59 MINUTES                         12.96%
 60 TO 89 MINUTES                          1.49%
 90+ MINUTES                               0.74%
 AVERAGE TRAVEL TIME IN MINUTES           17.05

HOUSEHOLDS BY NO. OF VEHICLES            75,147
 NO VEHICLES                              13.90%
 1 VEHICLE                                38.00%
 2 VEHICLES                               33.83%
 3+ VEHICLES                              14.27%
 ESTIMATED TOTAL VEHICLES               113,720
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 6


                             CUSTOM SUMMARY REPORT
                         (POP FACTS: FULL DATA REPORT)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

City of Spokane
Washington                          COORD: 00:00.00 00:00.00

<TABLE>
<CAPTION>
- ----------------------------------------------------
DESCRIPTION                                TOTALS
- ----------------------------------------------------
<S>                                        <C>
POPULATION 25+ BY EDUCATION LEVEL          114,872
 ELEMENTARY (0-8)                             5.74%
 SOME HIGH SCHOOL (9-11)                     11.05%
 HIGH SCHOOL GRADUATE (12)                   27.32%
 SOME COLLEGE (13-15)                        25.10%
 ASSOCIATES DEGREE ONLY                       9.76%
 BACHELORS DEGREE ONLY                       14.19%
 GRADUATE DEGREE                              6.84%

POPULATION ENROLLED IN SCHOOL               45,842
 PUBLIC PRE-PRIMARY                           3.93%
 PRIVATE PRE-PRIMARY                          2.46%
 PUBLIC ELEM/HIGH                            53.89%
 PRIVATE ELEM/HIGH                            5.65%
 ENROLLED IN COLLEGE                         34.08%

HOUSING UNITS BY OCCUPANCY STATUS           79,875
 OCCUPLIED                                   94.08%
 VACANT                                       5.92%

VACANT UNITS                                 4,728
 FOR RENT                                    43.36%
 FOR SALE ONLY                               17.13%
 SEASONAL                                     2.83%
 OTHER                                       36.68%

OWNER OCCUPIED PROPERTY VALUES              38,257
 UNDER $25,000                                4.40%
 $25,000 TO $49,999                          43.74%
 $50,000 TO $74,999                          31.32%
 $75,000 TO $99,999                          11.74%
 $100,000 TO $149,999                         5.60%
 $150,000 TO $199,999                         1.79%
 $200,000 TO $299,999                         0.97%
 $300,000 TO $399,999                         0.27%
 $4000,000 TO $499,999                        0.09%
 $500,000+                                    0.07%

MEDIAN PROPERTY VALUE                    $  51,481
TOTAL RENTAL UNITS                          31,085

MEDIAN RENT                              $     278
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 7


                             CUSTOM SUMMARY REPORT
                         (POP FACTS: FULL DATA REPORT)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

City of Spokane
Washington                          COORD: 00:00.00 00:00.00

<TABLE>
<CAPTION>
- --------------------------------------------
DESCRIPTION                         TOTALS
- --------------------------------------------
<S>                                 <C>
PERSONS IN UNIT                     75,147
 1 PERSON UNITS                      33.80%
 2 PERSON UNITS                      33.18%
 3 PERSON UNITS                      14.58%
 4 PERSON UNITS                      11.26%
 5 PERSON UNITS                       4.66%
 6 PERSON UNITS                       1.60%
 7 + UNITS                            0.91%

YEAR ROUND UNITS IN STRUCTURE       79,875
 SINGLE UNITS DETACHED               67.19%
 SINGLE UNITS ATTACHED                1.46%
 DOUBLE UNITS                         4.71%
 3 TO 9 UNITS                        10.14%
 10 TO 19 UNITS                       4.76%
 20 TO 49 UNITS                       5.12%
 50 + UNITS                           4.55%
 MOBILE HOME OR TRAILER               1.39%
 ALL OTHER                            0.67%

SINGLE/MULTIPLE UNIT RATIO            2.34

HOUSING UNITS BY YEAR BUILT         75,147
 BUILT 1989 TO MARCH 1990             0.75%
 BUILT 1985 TO 1988                   3.69%
 BUILT 1980 TO 1984                   5.40%
 BUILT 1970 TO 1979                  16.49%
 BUILT 1960 TO 1969                   8.13%
 BUILT 1950 TO 1959                  20.11%
 BUILT 1940 TO 1949                  13.86%
 BUILT 1939 OR EARLIER               31.57%
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 1


                             CUSTOM SUMMARY REPORT
                              (1990 INCOME ('89))
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

City of Spokane
Washington                          COORD: 00:00.00 00:00.00

<TABLE>
<CAPTION>
- ---------------------------------------------
DESCRIPTION                          TOTALS
- ---------------------------------------------
<S>                                  <C>
1990 Total Households                75,147
% INCOME CATEGORIES
HH_90_BY INCOME_89: %_0-5K             8.05%
HH_90_BY INCOME_89: %_5-15K           26.28%
HH_90_BY INCOME_89: %_15-25K          21.01%
HH_90_BY INCOME_89: %_25-35K          16.29%
HH_90_BY INCOME_89: %_35-50K          15.05%
HH_90_BY INCOME_89: %_50-75K           8.68%
HH_90_BY INCOME_89: %_75-100K          2.44%
HH_90_BY INCOME_89: %_100-150K         1.47%
HH_90_BY INCOME_89: %_150K+            0.71%
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 1


                      POP FACTS:  DEMOGRAPHIC TREND REPORT
                       CENSUS '90, UPDATES & PROJECTIONS
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

City of Spokane
Washington                          COORD: 00:00.00 00:00.00

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------
                                                               TOTALS
                                    1990          1998          2003
DESCRIPTION                        CENSUS       ESTIMATE     PROJECTION
- -----------------------------------------------------------------------
<S>                               <C>           <C>           <C>
POPULATION BY RACE                177,196       186,376       191,709
 NON-HISPANIC WHITE                 92.03%        89.95%        88.63%
 NON-HISPANIC BLACK                  1.87%         2.22%         2.44%
 NON-HISPANIC ASIAN & P.I.           2.01%         2.69%         3.14%
 NON-HISPANIC A.I. & OTHER           2.01%         2.03%         2.03%
 HISPANIC ORIGIN POPULATION          2.08%         3.11%         3.76%
 
HOUSEHOLDS BY INCOME               75,252        80,736        84,128
 $150,000 OR MORE                    0.71%         1.98%         3.50%
 $100,000 TO $149,999                1.47%         3.31%         4.82%
 $75,000 TO $99,999                  2.44%         5.32%         7.69%
 $50,000 TO $74,999                  8.68%        15.52%        16.21%
 $35,000 TO $49,999                 15.05%        15.96%        14.74%
 $25,000 TO $34,999                 16.29%        14.10%        13.22%
 $15,000 TO $24,999                 21.01%        18.35%        18.13%
 $5,000 TO $14,999                  26.28%        20.75%        18.37%
 UNDER $5,000                        8.05%         4.71%         3.32%
 
AVERAGE INCOME                   $ 28,713      $ 40,824      $ 49,488
MEDIAN INCOME                    $ 22,454      $ 29,391      $ 32,704
 
POPULATION BY SEX                 177,196       186,376       191,709
 MALE                               47.73%        47.82%        47.97%
 FEMALE                             52.27%        52.18%        52.03%
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 2


                      POP FACTS: DEMOGRAPHIC TREND REPORT
                       CENSUS '90, UPDATES & PROJECTIONS
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

City of Spokane
Washington                          COORD: 00:00.00 00:00.00

<TABLE>
<CAPTION>
- ------------------------------------------------------------
                                                    TOTALS
                          1990         1998          2003
DESCRIPTION              CENSUS      ESTIMATE     PROJECTION
- ------------------------------------------------------------
<S>                     <C>          <C>           <C>
POPULATION BY AGE       177,196      186,376       191,709
 UNDER 5 YEARS             7.54%        7.27%         6.99%
 5 to 9 YEARS              7.19%        7.72%         7.34%
 10 TO 14 YEARS            6.24%        6.84%         7.30%
 15 TO 17 YEARS            3.45%        3.67%         3.95%
 18 TO 20 YEARS            4.70%        4.01%         4.01%
 21 YEARS                  1.63%        1.26%         1.18%
 22 TO 24 YEARS            4.64%        3.45%         3.62%
 25 TO 29 YEARS            8.70%        6.77%         5.85%
 30 TO 34 YEARS            8.78%        7.74%         6.67%
 35 TO 39 YEARS            8.04%        8.49%         7.57%
 40 TO 44 YEARS            6.58%        7.88%         8.18%
 45 TO 49 YEARS            4.70%        6.74%         7.57%
 50 TO 54 YEARS            3.77%        5.33%         6.44%
 55 TO 59 YEARS            3.72%        3.91%         5.09%
 60 TO 64 YEARS            4.08%        3.32%         3.71%
 65 TO 69 YEARS            4.55%        3.43%         3.06%
 70 TO 74 YEARS            4.00%        3.50%         3.01%
 75 TO 84 YEARS            5.70%        5.98%         5.60%
 85 + YEARS                2.00%        2.66%         2.86%
 
MEDIAN AGE                33.37        35.75         37.04
AVERAGE AGE               36.76        37.20         37.65
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 1


                             CUSTOM SUMMARY REPORT
       (RETAIL TRADE POTENTIAL REPORT - CURRENT YEAR SALES BY STORE TYPE)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

City of Spokane
Washington                          COORD: 00:00.00 00:00.00

<TABLE>
<CAPTION>
- ----------------------------------------------------------
DESCRIPTION                                        TOTALS
- ----------------------------------------------------------
<S>                                               <C>
TOTAL RETAIL SALES                                $2,249
APPAREL & ACCESSORY STORES                        $  103
AUTOMOTIVE DEALERS                                $  537
AUTOMOTIVE & HOME SUPPLY STORES                   $   34
DRUG & PROPRIETARY STORES                         $   59
EATING & DRINKING PLACES                          $  209
FOOD STORES                                       $  375
FURNITURE & HOME FURNISHINGS STORES               $   69
HOME APPLIANCE, RADIO, & T.V. STORES              $   61
GASOLINE SERVICE STATIONS                         $  118
GENERAL MERCHANDISE                               $  334
 DEPARTMENT STORES (INCLUDING LEASED DEPTS.)      $  237
HARDWARE, LUMBER & GARDEN STORES                  $  164
($'S IN MILLIONS)
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 1


                             CUSTOM SUMMARY REPORT
                         (POP FACTS: FULL DATA REPORT)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

Spokane County
Washington                          COORD: 00:00.00 00:00.00

<TABLE>
<CAPTION>
- ----------------------------------------------------
DESCRIPTION                                TOTALS
- ----------------------------------------------------
<S>                                        <C>
POPULATION
  2003 PROJECTION                          438,833
  1998 ESTIMATE                            412,671
  1990 CENSUS                              361,364
  1980 CENSUS                              341,835
  GROWTH 1980 - 1990                          5.71%

HOUSEHOLDS
  2003 PROJECTION                          177,839
  1998 ESTIMATE                            165,109
  1990 CENSUS                              141,619
  1980 CENSUS                              128,403
  GROWTH 1980 - 1990                         10.29%

1998 ESTIMATED POPULATION BY RACE          412,671
  WHITE                                      93.58%
  BLACK                                       1.62%
  ASIAN & PACIFIC ISLANDER                    2.37%
  OTHER RACES                                 2.43%

1998 ESTIMATED POPULATION                  412,671
  HISPANIC ORIGIN                             2.86%

OCCUPIED UNITS                             141,619
  OWNER OCCUPIED                             63.72%
  RENTER OCCUPIED                            36.28%
  1990 AVERAGE PERSONS PER HH                 2.47

1998 EST. HOUSEHOLDS BY INCOME             165,109
  $150,000 OR MORE                            2.33%
  $100,000 TO $149,999                        4.17%
  $75,000 TO $99,999                          7.28%
  $50,000 TO $74,999                         18.49%
  $35,000 TO $49,999                         17.04%
  $25,000 TO $34,999                         13.89%
  $15,000 TO $24,999                         16.47%
  $5,000 TO $15,000                          16.63%
  UNDER $5,000                                3.71%

1998 EST. AVERAGE HOUSEHOLD INCOME       $  46,358
1998 EST. MEDIAN HOUSEHOLD INCOME        $  34,487
1998 EST. PER CAPITA INCOME              $  18,883
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 2


                             CUSTOM SUMMARY REPORT
                         (POP FACTS: FULL DATA REPORT)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

Spokane County
Washington                          COORD: 00:00.00 00:00.00

<TABLE>
<CAPTION>
- ------------------------------------------------
DESCRIPTION                             TOTALS
- ------------------------------------------------
<S>                                    <C>
1998 ESTIMATED POPULATION BY SEX       412,671
 MALE                                    48.62%
 FEMALE                                  51.38%

MARITAL STATUS                         280,728
 SINGLE MALE                             13.64%
 SINGLE FEMALE                           11.02%
 MARRIED                                 54.99%
 PREVIOUSLY MARRIED MALE                  6.64%
 PREVIOUSLY MARRIED FEMALE               13.71%

HOUSEHOLDS WITH CHILDREN                49,877
 MARRIED COUPLE FAMILY                   70.63%
 OTHER FAMILY-MALE HEAD                   5.05%
 OTHER FAMILY-FEMALE HEAD                22.66%
 NON FAMILY                               1.66%

1998 ESTIMATED POPULATION BY AGE       412,671%
 UNDER 5 YEARS                            7.09%
 5 TO 9 YEARS                             7.57%
 10 TO 14 YEARS                           7.26%
 15 TO 17 YEARS                           4.18%
 18 TO 20 YEARS                           4.40%
 21 TO 24 YEARS                           5.09%
 25 TO 29 YEARS                           6.74%
 30 TO 34 YEARS                           6.81%
 35 TO 39 YEARS                           7.88%
 40 TO 49 YEARS                          15.27%
 50 TO 59 YEARS                          10.60%
 60 TO 64 YEARS                           3.65%
 65 TO 69 YEARS                           3.43%
 70 TO 74 YEARS                           3.23%
 75 + YEARS                               6.81%

 MEDIAN AGE                              35.55
 AVERAGE AGE                             36.46
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 3


                             CUSTOM SUMMARY REPORT
                         (POP FACTS: FULL DATA REPORT)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

Spokane County
Washington                          COORD: 00:00.00 00:00.00

<TABLE>
<CAPTION>
- ------------------------------------------------
DESCRIPTION                             TOTALS
- ------------------------------------------------
<S>                                    <C>
1998 ESTIMATED FEMALE POP. BY AGE      212,032
 UNDER 5 YEARS                            6.78%
 5 TO 9 YEARS                             7.18%
 10 TO 14 YEARS                           6.85%
 15 TO 17 YEARS                           3.95%
 18 TO 20 YEARS                           4.24%
 21 TO 24 YEARS                           4.72%
 25 TO 29 YEARS                           6.51%
 30 TO 34 YEARS                           6.69%
 35 TO 39 YEARS                           7.95%
 40 TO 49 YEARS                          15.19%
 50 TO 59 YEARS                          10.55%
 60 TO 64 YEARS                           3.72%
 65 TO 69 YEARS                           3.55%
 70 TO 74 YEARS                           3.60%
 75 + YEARS                               8.51%
 FEMALE MEDIAN AGE                       36.93
 FEMALE AVERAGE AGE                      37.91

POPULATION BY HOUSEHOLD TYPE           361,364
 FAMILY HOUSEHOLDS                       80.68%
 NON-FAMILY HOUSEHOLDS                   16.30%
 GROUP QUARTERS                           3.02%

HOUSEHOLDS BY TYPE                     141,619
 SINGLE MALE                             11.50%
 SINGLE FEMALE                           16.04%
 MARRIED COUPLE                          52.61%
 OTHER FAMILY-MALE HEAD                   2.92%
 OTHER FAMILY-FEMALE HEAD                10.83%
 NON FAMILY-MALE HEAD                     3.62%
 NON FAMILY-FEMALE HEAD                   2.47%

POPULATION BY URBAN VS. RURAL          361,364
 URBAN                                   83.29%
 RURAL                                   16.71%
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 4


                             CUSTOM SUMMARY REPORT
                         (POP FACTS: FULL DATA REPORT)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

Spokane County
Washington                          COORD: 00:00.00 00:00.00

<TABLE>
<CAPTION>
- -----------------------------------------------------------
DESCRIPTION                                        TOTALS
- -----------------------------------------------------------
<S>                                               <C>
FEMALES 16+ WITH CHILDREN 0-17: BASE              144,339
 WORKING WITH CHILD 0 -- 5                           4.79%
 NOT WORKING WITH CHILD 0 -- 5                       0.43%
 NOT IN LABOR FORCE WITH CHILD 0 -- 5                3.46%
 WORKING WITH CHILD 6 -- 17                         11.90%
 NOT WORKING WITH CHILD 6 -- 17                      0.76%
 NOT IN LAB. FORCE WITH CHILD 6 -- 17                4.00%
 WORKING WITH CHILD 0 -- 5 & 6 -- 18                 3.45%
 NOT WORKING WITH CHILD 0 -- 5 & 6 -- 18             0.24%
 NOT IN LAB. FORCE W/CHILD 0 -- 5 & 6 -- 18          3.01%
 WORKING WITH NO CHILDREN                           30.82%
 NOT WORKING WITH NO CHILDREN                        2.31%
 NOT IN LAB. FORCE WITH NO CHILD.                   34.83%

HH BY AGE BY POVERTY STATUS                       141,859
 ABOVE POVERTY UNDER AGE 65                         66.44%
 ABOVE POVERTY AGE 65 +                             19.55%
 BELOW POVERTY UNDER AGE 65                         11.29%
 BELOW POVERTY AGE 65 +                              2.72%

POPULATION 16+ BY EMPLOYMENT STATUS               276,186
 EMPLOYED IN ARMED FORCES                            1.55%
 EMPLOYED CIVILIANS                                 56.90%
 UNEMPLOYED CIVILIANS                                4.46%
 NOT IN LABOR FORCE                                 37.09%

POPULATION 16+ BY OCCUPATION                      157,142
 EXECUTIVE AND MANAGERIAL                           11.58%
 PROFESSIONAL SPECIALTY                             15.43%
 TECHNICAL SUPPORT                                   3.90%
 SALES                                              13.43%
 ADMINISTRATIVE SUPPORT                             15.82%
 SERVICE: PRIVATE HOUSEHOLD                          0.32%
 SERVICE: PROTECTIVE                                 1.53%
 SERVICE: OTHER                                     13.60%
 FARMING FORESTRY & FISHING                          1.63%
 PRECISION PRODUCTION & CRAFT                        9.90%
 MACHINE OPERATOR                                    4.92%
 TRANS. AND MATERIAL MOVING                          4.23%
 LABORERS                                            3.70%
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 5


                             CUSTOM SUMMARY REPORT
                         (POP FACTS: FULL DATA REPORT)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

Spokane County
Washington                          COORD: 00:00.00 00:00.00

<TABLE>
<CAPTION>
- ----------------------------------------------------
DESCRIPTION                                 TOTALS
- ----------------------------------------------------
<S>                                         <C>
FAMILIES BY NUMBER OF WORKERS               94,956
 NO WORKERS                                  14.90%
 ONE WORKER                                  29.34%
 TWO WORKERS                                 45.57%
 THREE + WORKERS                             10.19%

HISPANIC POPULATION BY TYPE                361,364
 NOT HISPANIC                                98.06%
 MEXICAN                                      1.17%
 PUERTO RICAN                                 0.12%
 CUBAN                                        0.03%
 OTHER HISPANIC                               0.61%

1998 HISPANICS BY RACE: BASE                11,821
 WHITE                                       61.85%
 BLACK                                        1.87%
 ASIAN                                        3.43%
 OTHER                                       32.86%

POPULATION BY TRANSPORTATION TO WORK       158,203
 DRIVE ALONE                                 77.83%
 CAR POOL                                    10.96%
 PUBLIC TRANSPORTATION                        2.78%
 DRIVE MOTORCYCLE                             0.21%
 WALKED ONLY                                  3.78%
 OTHER MEANS                                  1.07%
 WORKED AT HOME                               3.37%

POPULATION BY TRAVEL TIME TO WORK          158,203
 UNDER 10 MINUTES / WORK AT HOME             19.15%
 10 TO 29 MINUTES                            62.58%
 30 TO 59 MINUTES                            16.08%
 60 TO 89 MINUTES                             1.43%
 90+ MINUTES                                  0.76%
 AVERAGE TRAVEL TIME IN MINUTES              17.97

HOUSEHOLDS BY NO. OF VEHICLES              141,619
 NO VEHICLES                                  9.40%
 1 VEHICLE                                   32.58%
 2 VEHICLES                                  37.63%
 3+ VEHICLES                                 20.39%
 ESTIMATED TOTAL VEHICLES                  245,124
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 6


                             CUSTOM SUMMARY REPORT
                         (POP FACTS: FULL DATA REPORT)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

Spokane County
Washington                          COORD: 00:00.00 00:00.00

<TABLE>
<CAPTION>
- ----------------------------------------------------
DESCRIPTION                                TOTALS
- ----------------------------------------------------
<S>                                     <C>
POPULATION 25+ BY EDUCATION LEVEL       228,353
 ELEMENTARY (0-8)                          5.22%
 SOME HIGH SCHOOL (9-11)                  10.36%
 HIGH SCHOOL GRADUATE (12)                27.88%
 SOME COLLEGE (13-15)                     25.84%
 ASSOCIATES DEGREE ONLY                   10.07%
 BACHELORS DEGREE ONLY                    14.02%
 GRADUATE DEGREE                           6.60%

POPULATION ENROLLED IN SCHOOL           100,683
 PUBLIC PRE-PRIMARY                        4.05%
 PRIVATE PRE-PRIMARY                       2.43%
 PUBLIC ELEM/HIGH                         57.40%
 PRIVATE ELEM/HIGH                         5.01%
 ENROLLED IN COLLEGE                      31.11%

HOUSING UNITS BY OCCUPANCY STATUS       150,105
 OCCUPLIED                                94.35%
 VACANT                                    5.65%

VACANT UNITS                              8,486
 FOR RENT                                 36.38%
 FOR SALE ONLY                            15.73%
 SEASONAL                                 11.77%
 OTHER                                    36.12%

OWNER OCCUPIED PROPERTY VALUES           71,159
 UNDER $25,000                             3.19%
 $25,000 TO $49,999                       32.50%
 $50,000 TO $74,999                       35.06%
 $75,000 TO $99,999                       17.01%
 $100,000 TO $149,999                      8.21%
 $150,000 TO $199,999                      2.36%
 $200,000 TO $299,999                      1.23%
 $300,000 TO $399,999                      0.29%
 $400,000 TO $499,999                      0.07%
$  500,000+                                0.08%

MEDIAN PROPERTY VALUE                   $60,208
TOTAL RENTAL UNITS                       47,846
MEDIAN RENT                             $   288
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 7


                             CUSTOM SUMMARY REPORT
                         (POP FACTS: FULL DATA REPORT)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

Spokane County
Washington                          COORD: 00:00.00 00:00.00

<TABLE>
<CAPTION>
- ---------------------------------------------
DESCRIPTION                          TOTALS
- ---------------------------------------------
<S>                                 <C>
PERSONS IN UNIT                     141,619
 1 PERSON UNITS                       27.54%
 2 PERSON UNITS                       33.81%
 3 PERSON UNITS                       15.82%
 4 PERSON UNITS                       14.00%
 5 PERSON UNITS                        5.84%
 6 PERSON UNITS                        1.94%
 7 + UNITS                             1.05%
 
YEAR ROUND UNITS IN STRUCTURE       150,105
 SINGLE UNITS DETACHED                66.76%
 SINGLE UNITS ATTACHED                 2.71%
 DOUBLE UNITS                          4.03%
 3 TO 9 UNITS                          7.18%
 10 TO 19 UNITS                        4.17%
 20 TO 49 UNITS                        4.08%
 50 + UNITS                            3.14%
 MOBILE HOME OR TRAILER                7.13%
 ALL OTHER                             0.81%

SINGLE/MULTIPLE UNIT RATIO             3.07

HOUSING UNITS BY YEAR BUILT         141,619
 BUILT 1989 TO MARCH 1990              1.02%
 BUILT 1985 TO 1988                    5.36%
 BUILT 1980 TO 1984                    7.73%
 BUILT 1970 TO 1979                   25.71%
 BUILT 1960 TO 1969                   10.92%
 BUILT 1950 TO 1959                   17.90%
 BUILT 1940 TO 1949                   10.77%
 BUILT 1939 OR EARLIER                20.59%
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 1


                             CUSTOM SUMMARY REPORT
                              (1990 INCOME ('89))
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

Spokane County
Washington                          COORD: 00:00.00 00:00.00

<TABLE>
<CAPTION>
- ---------------------------------------------
DESCRIPTION                          TOTALS
- ---------------------------------------------
<S>                                <C>
1990 Total Households              141,619
% INCOME CATEGORIES
HH_90_BY INCOME_89: %_0-5K            6.27%
HH_90_BY INCOME_89: %_5-15K          22.08%
HH_90_BY INCOME_89: %_15-25K         20.14%
HH_90_BY INCOME_89: %_25-35K         17.02%
HH_90_BY INCOME_89: %_35-50K         17.50%
HH_90_BY INCOME_89: %_50-75K         11.55%
HH_90_BY INCOME_89: %_75-100K         3.03%
HH_90_BY INCOME_89: %_100-150K        1.57%
HH_90_BY INCOME_89: %_150K+           0.83%
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 1


                      POP FACTS: DEMOGRAPHIC TREND REPORT
                       CENSUS '90, UPDATES & PROJECTIONS
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

Spokane County
Washington                          COORD: 00:00.00 00:00.00

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------
                                                                 TOTALS
                                    1990           1998           2003
DESCRIPTION                        CENSUS        ESTIMATE      PROJECTION
- -------------------------------------------------------------------------
<S>                                <C>            <C>            <C>
POPULATION BY RACE                 361,364        412,671        438,833
 NON-HISPANIC WHITE                  93.41%         91.81%         90.77%
 NON-HISPANIC BLACK                   1.38%          1.57%          1.70%
 NON-HISPANIC ASIAN & P.I.            1.76%          2.27%          2.60%
 NON-HISPANIC A.I. & OTHER            1.52%          1.49%          1.48%
 HISPANIC ORIGIN POPULATION           1.94%          2.86%          3.45%
 
HOUSEHOLDS BY INCOME               141,859        165,109        177,839
 $150,000 OR MORE                     0.83%          2.33%          4.39%
 $100,000 TO $149,999                 1.57%          4.17%          6.52%
 $75,000 TO $99,999                   3.03%          7.28%          9.74%
 $50,000 TO $74,999                  11.55%         18.49%         18.85%
 $35,000 TO $49,999                  17.50%         17.04%         15.14%
 $25,000 TO $34,999                  17.02%         13.89%         12.75%
 $15,000 TO $24,999                  20.14%         16.47%         15.56%
 $5,000 TO $14,999                   22.08%         16.63%         14.40%
 UNDER $5,000                         6.27%          3.71%          2.66%
 
AVERAGE INCOME                   $  32,084      $  46,358      $  57,193
MEDIAN INCOME                    $  25,887      $  34,497      $  39,592
 
POPULATION BY SEX                  361,364        412,671        438,833
 MALE                                48.64%         48.62%         48.64%
 FEMALE                              51.36%         51.38%         51.36%
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 2


                      POP FACTS: DEMOGRAPHIC TREND REPORT
                       CENSUS '90, UPDATES & PROJECTIONS
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

Spokane County
Washington                          COORD: 00:00.00 00:00.00

<TABLE>
<CAPTION>
- ------------------------------------------------------------
                                                    TOTALS
                          1990         1998          2003
DESCRIPTION              CENSUS      ESTIMATE     PROJECTION
- ------------------------------------------------------------
<S>                     <C>          <C>           <C>
POPULATION BY AGE       361,364      412,671       438,833
 UNDER 5 YEARS             7.40%        7.09%         6.80%
 5 TO 9 YEARS              7.72%        7.57%         7.15%
 10 TO 14 YEARS            7.20%        7.26%         7.25%
 15 TO 17 YEARS            4.05%        4.18%         4.24%
 18 TO 20 YEARS            4.81%        4.40%         4.52%
 21 YEARS                  1.56%        1.34%         1.37%
 22 TO 24 YEARS            4.20%        3.75%         3.94%
 25 TO 29 YEARS            7.96%        6.74%         6.05%
 30 TO 34 YEARS            8.45%        6.81%         6.50%
 35 TO 39 YEARS            8.27%        7.88%         6.67%
 40 TO 44 YEARS            7.35%        7.99%         7.62%
 45 TO 49 YEARS            5.48%        7.28%         7.71%
 50 TO 54 YEARS            4.31%        6.09%         6.99%
 55 TO 59 YEARS            3.99%        4.51%         5.76%
 60 TO 64 YEARS            3.96%        3.65%         4.20%
 65 TO 69 YEARS            4.04%        3.43%         3.31%
 70 TO 74 YEARS            3.39%        3.23%         3.00%
 75 TO 84 YEARS            4.41%        4.91%         4.80%
 85 + YEARS                1.43%        1.90%         2.11%
 
MEDIAN AGE                33.02        35.55         36.63
AVERAGE AGE               35.35        36.46         37.22
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 1


                             CUSTOM SUMMARY REPORT
       (RETAIL TRADE POTENTIAL REPORT - CURRENT YEAR SALES BY STORE TYPE)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

Spokane County
Washington                          COORD: 00:00.00 00:00.00

<TABLE>
<CAPTION>
- ------------------------------------------------------------
DESCRIPTION                                       TOTALS
- ------------------------------------------------------------
<S>                                              <C>
TOTAL RETAIL SALES                               $4,621
APPAREL & ACCESSORY STORES                       $  214
AUTOMOTIVE DEALERS                               $1,102
AUTOMOTIVE & HOME SUPPLY STORES                  $   70
DRUG & PROPRIETARY STORES                        $  123
EATING & DRINKING PLACES                         $  432
FOOD STORES                                      $  770
FURNITURE & HOME FURNISHINGS STORES              $  144
HOME APPLIANCE, RADIO, & T.V. STORES             $  126
GASOLINE SERVICE STATIONS                        $  242
GENERAL MERCHANDISE                              $  687
DEPARTMENT STORES (INCLUDING LEASED DEPTS.)      $  488
HARDWARE, LUMBER & GARDEN STORES                 $  337
($'S IN MILLIONS)
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 1


                             CUSTOM SUMMARY REPORT
                         (POP FACTS: FULL DATA REPORT)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

State of
Washington                          COORD: 00:00.00 00:00.00

<TABLE>
<CAPTION>
- ----------------------------------------------------
DESCRIPTION                                TOTALS
- ----------------------------------------------------
<S>                                      <C>
POPULATION
 2003 PROJECTION                         6,114,592
 1998 ESTIMATE                           5,675,740
 1990 CENSUS                             4,866,692
 1980 CENSUS                             4,132,158
 GROWTH 1980 -- 1990                         17,78%

HOUSEHOLDS
 2003 PROJECTION                         2,394,833
 1998 ESTIMATE                           2,205,266
 1990 CENSUS                             1,872,431
 1980 CENSUS                             1,540,511
 GROWTH 1980-1990                            21.55%

1998 ESTIMATED POPULATION BY RACE        5,675,740
 WHITE                                       86.22%
 BLACK                                        3.38%
 ASIAN & PACIFIC ISLANDER                     5.51%
 OTHER RACES                                  4.90%

1998 ESTIMATED POPULATION                5,675,740
 HISPANIC ORIGIN                              6.23%

OCCUPIED UNITS                           1,872,431
 OWNER OCCUPIED                              62.57%
 RENTER OCCUPIED                             37.43%
 1990 AVERAGE PERSONS PER HH                  2.53

1996 EST. HOUSEHOLDS BY INCOME           2,205,266
 $150,000 OR MORE                             3.59%
 $100,000 TO $149,999                         6.41%
 $75,000 TO $99,999                           9.88%
 $50,000 TO $74,999                          20.89%
 $35,000 TO $49,999                          17.06%
 $25,000 TO $34,999                          13.02%
 $15,000 TO $24,999                          13.66%
 $5,000 TO $15,000                           12.64%
 UNDER $5,000                                 2.85%

1998 EST. AVERAGE HOUSEHOLD INCOME      $   54,515
1998 EST. MEDIAN HOUSEHOLD INCOME       $   41,883
1998 EST. PER CAPITA INCOME             $   21,467
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 2


                             CUSTOM SUMMARY REPORT
                         (POP FACTS: FULL DATA REPORT)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

State of
Washington                          COORD: 00:00.00 00:00.00

<TABLE>
<CAPTION>
- -------------------------------------------------
DESCRIPTION                             TOTALS
- -------------------------------------------------
<S>                                   <C>
1998 ESTIMATED POPULATION BY SEX      5,675,740
 MALE                                     49,47%
 FEMALE                                   50.53%

MARITAL STATUS                        3,791,157
 SINGLE MALE                              14.24%
 SINGLE FEMALE                            10.61%
 MARRIED                                  56.83%
 PREVIOUSLY MARRIED MALE                   6.44%
 PREVIOUSLY MARRIED FEMALE                12.08%

HOUSEHOLDS WITH CHILDREN                664,342
 MARRIED COUPLE FAMILY                    74.08%
 OTHER FAMILY -- MALE HEAD                 5.44%
 OTHER FAMILY -- FEMALE HEAD              18.89%
 NON FAMILY                                1.59%

1998 ESTIMATED POPULATION BY AGE      5,675,740
 UNDER 5 YEARS                             7.21%
 5 TO 9 YEARS                              7.54%
 10 TO 14 YEARS                            7.17%
 15 TO 17 YEARS                            4.05%
 18 TO 20 YEARS                            3.85%
 21 TO 24 YEARS                            4.87%
 25 TO 29 YEARS                            6.97%
 30 TO 34 YEARS                            7.26%
 35 TO 39 YEARS                            8.43%
 40 TO 49 YEARS                           15.78%
 50 TO 59 YEARS                           10.65%
 60 TO 64 YEARS                            3.71%
 65 TO 69 YEARS                            3.40%
 70 TO 74 YEARS                            3.16%
 75+ YEARS                                 5.95%

 MEDIAN AGE                               35.64
 AVERAGE AGE                              36.18
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 3


                             CUSTOM SUMMARY REPORT
                         (POP FACTS: FULL DATA REPORT)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

State of
Washington                          COORD: 00:00.00 00:00.00

<TABLE>
<CAPTION>
- --------------------------------------------------
DESCRIPTION                              TOTALS
- --------------------------------------------------
<S>                                    <C>
1998 ESTIMATED FEMALE POP. BY AGE      2,868,078
 UNDER 5 YEARS                              7.02%
 5 TO 9 YEARS                               7.31%
 10 TO 14 YEARS                             6.92%
 15 TO 17 YEARS                             3.90%
 18 TO 20 YEARS                             3.69%
 21 TO 24 YEARS                             4.57%
 25 TO 29 YEARS                             6.67%
 30 TO 34 YEARS                             7.10%
 35 To 39 YEARS                             8.41%
 40 TO 49 YEARS                            15.67%
 50 TO 59 YEARS                            10.66%
 60 TO 64 YEARS                             3.74%
 65 TO 69 YEARS                             3.51%
 70 TO 74 YEARS                             3.45%
 75+ YEARS                                  7.38%
 FEMALE MEDIAN AGE                         36.67
 FEMALE AVERAGE AGE                        37.33

POPULATION BY HOUSEHOLD TYPE           4,866,692
 FAMILY HOUSEHOLDS                         81.51%
 NON-FAMILY HOUSEHOLDS                     16.01%
 GROUP QUARTERS                             2.48%

HOUSEHOLDS BY TYPE                     1,872,431
 SINGLE MALE                               11.32%
 SINGLE FEMALE                             14.12%
 MARRIED COUPLE                            54.97%
 OTHER FAMILY -- MALE HEAD                  3.21%
 OTHER FAMILY -- FEMALE HEAD                9.37%
 NON FAMILY -- MALE HEAD                    4.30%
 NON FAMILY -- FEMALE HEAD                  2.70%

POPULATION BY URBAN VS. RURAL          4,866,692
 URBAN                                     76,38%
 RURAL                                     23.62%
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 4


                             CUSTOM SUMMARY REPORT
                         (POP FACTS: FULL DATA REPORT)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

State of
Washington                          COORD: 00:00.00 00:00.00

<TABLE>
<CAPTION>
- ----------------------------------------------------
DESCRIPTION                                  TOTALS
- ----------------------------------------------------
<S>                                        <C>
FEMALES 16+ WITH CHILDREN 0-17: BASE       1,900,954
 WORKING WITH CHILD 0-5                         4.84%
 NOT WORKING WITH CHILD 0-5                     0.41%
 NOT IN LABOR FORCE WITH CHILD 0-5              3.75%
 WORKING WITH CHILD 6-17                       11.97%
 NOT WORKING WITH CHILD 6-17                    0.61%
 NOT IN LAB. FORCE WITH CHILD 6-17              3.96%
 WORKING WITH CHILD 0-5 & 6-18                  3.58%
 NOT WORKING WITH CHILD 0-5 & 6-18              0.26%
 NOT IN LAB. FORCE W/CHILD 0-5 & 6-18           3.10%
 WORKING WITH NO CHILDREN                      34.14%
 NOT WORKING WITH NO CHILDREN                   2.05%
 NOT IN LAB. FORCE WITH NO CHILD.              31.33%

HH BY AGE BY POVERTY STATUS                1,875,508
 ABOVE POVERTY UNDER AGE 65                    71.75%
 ABOVE POVERTY AGE 65+                         17.68%
 BELOW POVERTY UNDER AGE 65                     8.39%
 BELOW POVERTY AGE 65+                          2.18%

POPULATION 16+ BY EMPLOYMENT STATUS        3,730,985
 EMPLOYED IN ARMED FORCES                       1.44%
 EMPLOYED CIVILIANS                            61.48%
 UNEMPLOYED CIVILIANS                           3.73%
 NOT IN LABOR FORCE                            33.34%

POPULATION 16+ BY OCCUPATION               2,293,961
 EXECUTIVE AND MANAGERIAL                      12.64%
 PROFESSIONAL SPECIALTY                        15.07%
 TECHNICAL SUPPORT                              3.99%
 SALES                                         11.86%
 ADMINISTRATIVE SUPPORT                        15.46%
 SERVICE: PRIVATE HOUSEHOLD                     0.34%
 SERVICE: PROTECTIVE                            1.44%
 SERVICE: OTHER                                11.04%
 FARMING FORESTRY & FISHING                     3.39%
 PRECISION PRODUCTION & CRAFT                  11.58%
 MACHINE OPERATOR                               5.23%
 TRANS. AND MATERIAL MOVING                     4.20%
 LABORERS                                       3.76%
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 5


                             CUSTOM SUMMARY REPORT
                         (POP FACTS: FULL DATA REPORT)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

State of
Washington                          COORD: 00:00.00 00:00.00




<TABLE>
<CAPTION>
- ----------------------------------------------------
DESCRIPTION                                 TOTALS
- ----------------------------------------------------
<S>                                       <C>
FAMILIES BY NUMBER OF WORKERS             1,276,227
 NO WORKERS                                   12.92%
 ONE WORKER                                   28.10%
 TWO WORKERS                                  47.60%
 THREE + WORKERS                              11.38%

HISPANIC POPULATION BY TYPE               4,866,692
 NOT HISPANIC                                  95.9%
 MEXICAN                                       3.20%
 PUERTO RICAN                                  0.19%
 CUBAN                                         0.05%
 OTHER HISPANIC                                0.97%

1998 HISPANIC BY RACE: BASE                 353,459
 WHITE                                        41.39%
 BLACK                                         1.75%
 ASIAN                                         3.84%
 OTHER                                        53.01%

POPULATION BY TRANSPORTATION TO WORK      2,302,666
 DRIVE ALONE                                  73.87%
 CAR POOL                                     12.26%
 PUBLIC TRANSPORTATION                         4.53%
 DRIVE MOTORCYCLE                              0.35%
 WALKED ONLY                                   3.97%
 OTHER MEANS                                   1.27%
 WORKED AT HOME                                3.75%

POPULATION BY TRAVEL TIME TO WORK         2,302,666
 UNDER 10 MINUTES / WORK AT HOME              19.35%
 10 TO 29 MINUTES                             52.14%
 30 TO 59 MINUTES                             23.57%
 60 TO 89 MINUTES                              3.59%
 90+ MINUTES                                   1.35%
 AVERAGE TRAVEL TIME IN MINUTES               21.21

HOUSEHOLDS BY NO. OF VEHICLES             1,872,431
 NO VEHICLES                                   7.51%
 1 VEHICLE                                    31.11%
 2 VEHICLES                                   39.04%
 3+ VEHICLES                                  22.34%
 ESTIMATED TOTAL VEHICLES                 3,383,029
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 6


                             CUSTOM SUMMARY REPORT
                         (POP FACTS: FULL DATA REPORT)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

State of
Washington                          COORD: 00:00.00 00:00.00

<TABLE>
<CAPTION>
- ----------------------------------------------------
DESCRIPTION                              TOTALS
- ----------------------------------------------------
<S>                                    <C>
POPULATION 25+ BY EDUCATION LEVEL      3,126,390
 ELEMENTARY (0-8)                           5.48%
 SOME HIGH SCHOOL (9-11)                   10.70%
 HIGH SCHOOL GRADUATE (12)                 27.93%
 SOME COLLEGE (13-15)                      25.01%
 ASSOCIATES DEGREE ONLY                     7.95%
 BACHELORS DEGREE ONLY                     15.89%
 GRADUATE DEGREE                            7.04%

POPULATION ENROLLED IN SCHOOL          1,252,312
 PUBLIC PRE -- PRIMARY                      4.88%
 PRIVATE PRE -- PRIMARY                     3.28%
 PUBLIC ELEM/HIGH                          60.20%
 PRIVATE ELEM/HIGH                          4.73%
 ENROLLLED IN COLLEGE                      26.92%

HOUSING UNITS BY OCCUPANCY STATUS      2,032,378
 OCCUPIED                                  92.13%
 VACANT                                     7.87%

VACANT UNITS                             159,947
 FOR RENT                                  27.09%
 FOR SALE ONLY                              9.66%
 SEASONAL                                  34.91%
 OTHER                                     28.34%

OWNER OCCUPIED PROPERTY VALUES           896,436
 UNDER $25,000                              1.87%
 $25,000 TO $49,999                        11.95%
 $50,000 TO $74,999                        21.51%
 $75,000 TO $99,999                        19.91%
 $100,000 TO $149,999                      21.50%
 $150,000 TO $199,999                      11.27%
 $200,000 TO $299,999                       7.56%
 $300,000 TO $399,999                       2.29%
 $400,000 TO $499,999                       0.93%
 $500,000 +                                 1.19%

MEDIAN PROPERTY VALUE                 $   93,412
TOTAL RENTAL UNITS                       655,701
MEDIAN RENT                           $      383
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 7


                             CUSTOM SUMMARY REPORT
                         (POP FACTS: FULL DATA REPORT)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

State of
Washington                          COORD: 00:00.00 00:00.00

<TABLE>
<CAPTION>
- ----------------------------------------------
DESCRIPTION                          TOTALS
- ----------------------------------------------
<S>                                <C>
PERSONS IN UNIT                    1,872,431
 1 PERSON UNITS                        25.44%
 2 PERSON UNITS                        34.43%
 3 PERSON UNITS                        16.31%
 4 PERSON UNITS                        14.43%
 5 PERSON UNITS                         6.01%
 6 PERSON UNITS                         2.11%
 7 + UNITS                              1.27%

YEAR ROUND UNITS IN STRUCTURE      2,032,378
 SINGLE UNITS DETACHED                 62.62%
 SINGLE UNITS ATTACHED                  2.37%
 DOUBLE UNITS                           3.03%
 3 TO 9 UNITS                           8.27%
 10 TO 19 UNITS                         5.83%
 20 TO 49 UNITS                         4.93%
 50 + UNITS                             2.75%
 MOBILE HOME OR TRAILER                 9.23%
 ALL OTHER                              0.97%

SINGLE/MULTIPLE UNIT RATIO              2.62

HOUSING UNITS BY YEAR BUILT        1,872,431
 BUILT 1989 TO MARCH 1990               2.78%
 BUILT 1985 TO 1988                     9.14%
 BUILT 1980 TO 1984                    10.58%
 BUILT 1970 TO 1979                    24.65%
 BUILT 1960 TO 1969                    15.68%
 BUILT 1950 TO 1959                    12.46%
 BUILT 1940 TO 1949                     9.07%
 BUILT 1939 OR EARLIER                 15.65%
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 1


                             CUSTOM SUMMARY REPORT
                              (1990 INCOME ('89))
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

State of
Washington                          COORD: 00:00.00 00:00.00

<TABLE>
<CAPTION>
- ------------------------------------------------
DESCRIPTION                            TOTALS
- ------------------------------------------------
<S>                                  <C>
1990 Total Households                1,872,431
% INCOME CATEGORIES
HH_90_BY INCOME_89: %_0-5K                4.54%
HH_90_BY INCOME_89: %_5-15K              16.84%
HH_90_BY INCOME_89: %_15-25K             17.87%
HH_90_BY INCOME_89: %_25-35K             16.85%
HH_90_BY INCOME_89: %_35-50K             19.59%
HH_90_BY INCOME_89: %_50-75K             15.83%
HH_90_BY INCOME_89: %_75-100K             4.81%
HH_90_BY INCOME_89: %_100-150K            2.38%
HH_90_BY INCOME_89: %_150K+               1.27%
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 1


                      POP-FACTS: DEMOGRAPHIC TREND REPORT
                       CENSUS '90, UPDATES & PROJECTIONS
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

State of
Washington                          COORD: 00:00.00 00:00.00

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
                                                                    TOTALS
                                     1990            1998            2003
DESCRIPTION                         CENSUS         ESTIMATE       PROJECTION
- -------------------------------------------------------------------------------
<S>                               <C>             <C>             <C>
POPULATION BY RACE                4,866,692       5,675,740       6,114,592
 NON-HISPANIC WHITE                   86.75%          83.64%          81.67%
 NON-HISPANIC BLACK                    3.00%           3.27%           3.47%
 NON-HISPANIC ASIAN & P.I.             4.18%           5.27%           5.96%
 NON-HISPANIC A.I. & OTHER             1.66%           1.60%           1.55%
 HISPANIC ORIGIN POPULATION            4.41%           6.23%           7.34%
 
HOUSEHOLDS BY INCOME              1,875,508       2,205,266       2,394,833
 $150,000 OR MORE                      1.27%           3.59%           7.00%
 $100,000 TO $149,999                  2.38%           6.41%           9.15%
 $75,000 TO $99,999                    4.81%           9.88%          11.83%
 $50,000 TO $74,999                   15.83%          20.89%          19.91%
 $35,000 TO $49,999                   19.59%          17.06%          14.67%
 $25,000 TO $34,999                   16.85%          13.02%          11.39%
 $15,000 TO $24,999                   17.87%          13.66%          12.62%
 $5,000 TO $14,999                    16.84%          12.64%          11.28%
 UNDER $5,000                          4.54%           2.85%           2.15%
 
AVERAGE INCOME                   $   38,157      $   54,515      $   66,808
MEDIAN INCOME                    $   31,376      $   41,883      $   47,839
 
POPULATION BY SEX                 4,866,692       5,675,740       6,114,592
 MALE                                 49,60%          49.47%          49.40%
 FEMALE                               50.40%          50.53%          50.60%
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 2


                      POP-FACTS: DEMOGRAPHIC TREND REPORT
                       CENSUS '90, UPDATES & PROJECTIONS
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

State of
Washington                          COORD: 00:00.00 00:00.00

<TABLE>
<CAPTION>
- -------------------------------------------------------------------
                                                          TOTALS
                           1990            1998            2003
DESCRIPTION               CENSUS         ESTIMATE       PROJECTION
- -------------------------------------------------------------------
<S>                     <C>             <C>             <C>
POPULATION BY AGE       4,866,692       5,675,740       6,114,592
 UNDER 5 YEARS               7.54%           7.21%           6.92%
 5 to 9 YEARS                7.63%           7.54%           7.11%
 10 TO 14 YEARS              6.94%           7.17%           7.21%
 15 TO 17 YEARS              3.82%           4.05%           4.15%
 18 TO 20 YEARS              4.33%           3.85%           4.08%
 21 YEARS                    1.46%           1.24%           1.31%
 22 TO 24 YEARS              4.25%           3.63%           3.78%
 25 TO 29 YEARS              8.46%           6.97%           5.85%
 30 TO 34 YEARS              9.11%           7.26%           7.08%
 35 TO 39 YEARS              8.79%           8.43%           7.11%
 40 TO 44 YEARS              7.73%           8.41%           8.01%
 45 TO 49 YEARS              5.85%           7.37%           7.88%
 50 TO 54 YEARS              4.46%           6.03%           6.89%
 55 TO 59 YEARS              3.94%           4.62%           5.66%
 60 TO 64 YEARS              3.89%           3.71%           4.31%
 65 TO 69 YEARS              3.84%           3.40%           3.41%
 70 TO 74 YEARS              3.07%           3.16%           2.97%
 75 TO 84 YEARS              3.76%           4.36%           4.49%
 85 + YEARS                  1.16%           1.58%           1.79%
 
MEDIAN AGE                  33.06           35.64           36.77
AVERAGE AGE                 34.92           36.18           37.06
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 1


                             CUSTOM SUMMARY REPORT
       (RETAIL TRADE POTENTIAL REPORT--CURRENT YEAR SALES BY STORE TYPE)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

State of
Washington                          COORD: 00:00.00 00:00.00

<TABLE>
<CAPTION>
- -----------------------------------------------------------
DESCRIPTION                                        TOTALS
- -----------------------------------------------------------
<S>                                              <C>
TOTAL RETAIL SALES                                $58,627
APPAREL & ACCESSORY STORES                        $ 2,535
AUTOMOTIVE DEALERS                                $12,106
AUTOMOTIVE & HOME SUPPLY STORES                   $ 1,016
DRUG & PROPRIETARY STORES                         $ 2,169
EATING & DRINKING PLACES                          $ 5,962
FOOD STORES                                       $10,200
FURNITURE & HOME FURNISHINGS STORES               $ 1,730
HOME APPLIANCE, RADIO, & T.V. STORES              $ 1,775
GASOLINE SERVICE STATIONS                         $ 3,224
GENERAL MERCHANDISE                               $ 7,917
 DEPARTMENT STORES (INCLUDING LEASED DEPTS.)      $ 5,776
HARDWARE, LUMBER & GARDEN STORES                  $ 4,057
($'S IN MILLIONS)
 
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 1


                             CUSTOM SUMMARY REPORT
                         (POP FACTS: FULL DATA REPORT)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

United States
of America                          COORD: 00:00.00 00:00.00

<TABLE>
<CAPTION>
- ------------------------------------------------------
DESCRIPTION                                TOTALS
- ------------------------------------------------------
<S>                                      <C>
POPULATION
 2003 PROJECTION                         280,885,056
 1998 ESTIMATE                           269,412,832
 1990 CENSUS                             248,709,872
 1980 CENSUS                             226,545,856
 GROWTH 1980 -- 1990                            9.78%

HOUSEHOLDS
 2003 PROJECTION                         105,888,880
 1998 ESTIMATE                           100,657,536
 1990 CENSUS                              91,947,408
 1980 CENSUS                              80,389,688
 GROWTH 1980 -- 1990                           14.38%

1998 ESTIMATED POPULATION BY RACE        269,412,832
 WHITE                                         78.20%
 BLACK                                         12.44%
 ASIAN & PACIFIC ISLANDER                       3.69%
 OTHER RACES                                    5.66%

1998 ESTIMATED POPULATION                269,412,832
 HISPANIC ORIGIN                               11.15%

OCCUPIED UNITS                            91,947,408
 OWNER OCCUPIED                                64.19%
 RENTER OCCUPIED                               35.81%
 1990 AVERAGE PERSONS PER HH                    2.63

1998 EST. HOUSEHOLDS BY INCOME           100,657,536
 $150,000 OR MORE                               3.89%
 $100,000 TO $149,999                           5.93%
  $75,000 TO  $99,999                           8.95%
  $50,000 TO  $74,999                          18.99%
  $35,000 TO  $49,999                          16.29%
  $25,000 TO  $34,999                          12.97%
  $15,000 TO  $24,999                          14.38%
   $5,000 TO  $15,000                          14.60%
  UNDER $5,000                                  4.00%

1998 EST. AVERAGE HOUSEHOLD INCOME     $      53,198
1998 EST. MEDIAN HOUSEHOLD INCOME      $      38,724
1998 EST. PER CAPITA INCOME            $      20,124
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 2


                             CUSTOM SUMMARY REPORT
                         (POP FACTS: FULL DATA REPORT)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

United States
of America                          COORD: 00:00.00 00:00.00

<TABLE>
<CAPTION>
- --------------------------------------------------
DESCRIPTION                             TOTALS
- --------------------------------------------------
<S>                                  <C>
1998 ESTIMATED POPULATION BY SEX     269,412,840
 MALE                                      48.77%
 FEMALE                                    51.23%

MARITAL STATUS                       195,142,016
 SINGLE MALE                               14.76%
 SINGLE FEMALE                             12.17%
 MARRIED                                   54.79%
 PREVIOUSLY MARRIED MALE                    5.76%
 PREVIOUSLY MARRIED FEMALE                 12.52%

HOUSEHOLDS WITH CHILDREN              33,587,136
 MARRIED COUPLE FAMILY                     73.35%
 OTHER FAMILY-MALE HEAD                     4.82%
 OTHER FAMILY-FEMALE HEAD                  20.80%
 NON FAMILY                                 1.03%

1998 ESTIMATED POPULATION BY AGE     269,412,840
 UNDER 5 YEARS                              7.14%
 5 TO 9 YEARS                               7.31%
 10 TO 14 YEARS                             7.03%
 15 TO 17 YEARS                             4.10%
 18 TO 20 YEARS                             4.10%
 21 TO 24 YEARS                             5.09%
 25 TO 29 YEARS                             7.25%
 30 TO 34 YEARS                             7.29%
 35 TO 39 YEARS                             8.06%
 40 TO 49 YEARS                            14.94%
 50 TO 59 YEARS                            10.43%
 60 TO 64 YEARS                             3.93%
 65 TO 69 YEARS                             3.70%
 70 TO 74 YEARS                             3.41%
 75 + YEARS                                 6.23%
 MEDIAN AGE                                35.43
 AVERAGE AGE                               36.47
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 3


                             CUSTOM SUMMARY REPORT
                         (POP FACTS: FULL DATA REPORT)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

United States
of America                          COORD: 00:00.00 00:00.00

<TABLE>
<CAPTION>
- ---------------------------------------------------
DESCRIPTION                              TOTALS
- ---------------------------------------------------
<S>                                   <C>
1998 ESTIMATED FEMALE POP. BY AGE     138,018,480
 UNDER 5 YEARS                               6.86%
 5 TO 9 YEARS                                7.01%
 10 TO 14 YEARS                              6.70%
 15 TO 17 YEARS                              3.89%
 18 TO 20 YEARS                              3.91%
 21 TO 24 YEARS                              4.79%
 25 TO 29 YEARS                              6.85%
 30 TO 34 YEARS                              7.09%
 35 TO 39 YEARS                              7.98%
 40 TO 49 YEARS                             14.87%
 50 TO 59 YEARS                             10.50%
 60 TO 64 YEARS                              4.05%
 65 TO 69 YEARS                              3.91%
 70 TO 74 YEARS                              3.76%
 75 + YEARS                                  7.83%
 FEMALE MEDIAN AGE                          36.82
 FEMALE AVERAGE AGE                         37.89

POPULATION BY HOUSEHOLD TYPE          248,709,872
 FAMILY HOUSEHOLDS                          83.67%
 NON-FAMILY HOUSEHOLDS                      13.63%
 GROUP QUARTERS                              2.69%

HOUSE BY TYPE                          91,947,400
 SINGLE MALE                                10.01%
 SINGLE FEMALE                              14.54%
 MARRIED COUPLE                             55.15%
 OTHER FAMILY-MALE HEAD                      3.42%
 OTHER FAMILY-FEMALE HEAD                   11.60%
 NON FAMILY-MALE HEAD                        3.19%
 NON FAMILY-FEMALE HEAD                      2.08%

POPULATION BY URBAN VS. RURAL         248,709,904
 URBAN                                      75.21%
 RURAL                                      24.79%
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 4


                             CUSTOM SUMMARY REPORT
                         (POP FACTS: FULL DATA REPORT)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

United States
of America                          COORD: 00:00.00 00:00.00

<TABLE>
<CAPTION>
- -----------------------------------------------------------
DESCRIPTION                                      TOTALS
- -----------------------------------------------------------
<S>                                            <C>
FEMALES 16 + WITH CHILDREN 0 - 17 BASE         99,803,376
 WORKING WITH CHILD 0 - 5                            4.77%
 NOT WORKING WITH CHILD 0 - 5                        0.46%
 NOT IN LABOR FORCE WITH CHILD 0 - 5                 3.31%
 WORKING WITH CHILD 6 - 17                          11.71%
 NOT WORKING WITH CHILD 6 - 17                       0.69%
 NOT IN LAB. FORCE WITH CHILD 6 - 17                 4.13%
 WORKING WITH CHILD 0 - 5 & 6 - 18                   3.56%
 NOT WORKING WITH CHILD 0 - 5 & 6 - 18               0.33%
 NOT IN LAB. FORCE W/CHILD 0 - 5 & 6 - 18            2.84%
 WORKING WITH NO CHILDREN                           33.23%
 NOT WORKING WITH NO CHILDREN                        2.04%
 NOT IN LAB. FORCE WITH NO CHILD.                   32.93%

HH BY AGE BY POVERTY STATUS                    91,993,616
 ABOVE POVERTY UNDER AGE 65                         68.78%
 ABOVE POVERTY AGE 65 +                             18.50%
 BELOW POVERTY UNDER AGE 65                          9.38%
 BELOW POVERTY AGE 65 +                              3.33%

POPULATION 16 + BY EMPLOYMENT STATUS          191,829,296
 EMPLOYED IN ARMED FORCES                            0.89%
 EMPLOYED CIVILIANS                                 60.30%
 UNEMPLOYED CIVILIANS                                4.06%
 NOT IN LABOR FORCE                                 34.74%

POPULATION 16 + BY OCCUPATION                 115,681,224
 EXECUTIVE AND MANAGERIAL                           12.30%
 PROFESSIONAL SPECIALTY                             14.10%
 TECHNICAL SUPPORT                                   3.68%
 SALES                                              11.79%
 ADMINISTRATIVE SUPPORT                             16.27%
 SERVICE: PRIVATE HOUSEHOLD                          0.45%
 SERVICE: PROTECTIVE                                 1.72%
 SERVICE: OTHER                                     11.05%
 FARMING FORESTRY & FISHING                          2.45%
 PRECISION PRODUCTION & CRAFT                       11.32%
 MACHINE OPERATOR                                    6.83%
 TRANS. AND MATERIAL MOVING                          4.09%
 LABORERS                                            3.94%
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 5


                             CUSTOM SUMMARY REPORT
                         (POP FACTS: FULL DATA REPORT)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

United States
of America                          COORD: 00:00.00 00:00.00

<TABLE>
<CAPTION>
- ------------------------------------------------------
DESCRIPTION                                 TOTALS
- ------------------------------------------------------
<S>                                       <C>
FAMILIES BY NUMBER OF WORKERS             65,049,452
 NO WORKERS                                    13.03%
 ONE WORKER                                    28.04%
 TWO WORKERS                                   45.56%
 THREE + WORKERS                               13.36%

HISPANIC POPULATION BY TYPE              248,709,872
 NOT HISPANIC                                  91.01%
 MEXICAN                                        5.43%
 PUERTO RICAN                                   1.10%
 CUBAN                                          0.42%
 OTHER HISPANIC                                 2.05%

1998 HISPANICS BY RACE: BASE              30,050,648
 WHITE                                         52.06%
 BLACK                                          3.23%
 ASIAN                                          1.58%
 OTHER                                         43.12%

POPULATION BY TRANSPORTATION TO WORK     115,070,296
 DRIVE ALONE                                   73.19%
 CAR POOL                                      13.36%
 PUBLIC TRANSPORTATION                          5.27%
 DRIVE MOTORCYCLE                               0.21%
 WALKED ONLY                                    3.90%
 OTHER MEANS                                    1.11%
 WORKED AT HOME                                 2.96%

POPULATION BY TRAVEL TIME TO WORK        115,070,296
 UNDER 10 MINUTES / WORK AT HOME               18.83%
 10 TO 29 MINUTES                              51.64%
 30 TO 59 MINUTES                              23.68%
 60 TO 89 MINUTES                               4.33%
 90 + MINUTES                                   1.53%
 AVERAGE TRAVEL TIME IN MINUTES                21.72

HOUSEHOLDS BY NO. OF VEHICLES             91,947,448
 NO VEHICLES                                   11.53%
 1 VEHICLE                                     33.76%
 2 VEHICLES                                    37.37%
 3 + VEHICLES                                  17.34%
 ESTIMATED TOTAL VEHICLES                150,785,974
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 6


                             CUSTOM SUMMARY REPORT
                         (POP FACTS: FULL DATA REPORT)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

United States
of America                          COORD: 00:00.00 00:00.00

<TABLE>
<CAPTION>
- -----------------------------------------------------
DESCRIPTION                               TOTALS
- -----------------------------------------------------
<S>                                     <C>
POPULATION 25 + BY EDUCATION LEVEL      158,868,480
 ELEMENTARY (0 - 8)                           10.39%
 SOME HIGH SCHOOL (9 - 11)                    14.38%
 HIGH SCHOOL GRADUATE (12)                    29.99%
 SOME COLLEGE (13 - 15)                       18.74%
 ASSOCIATES DEGREE ONLY                        6.16%
 BACHELORS DEGREE ONLY                        13.11%
 GRADUATE DEGREE                               7.22%

POPULATION ENROLLED IN SCHOOL            64,987,136
 PUBLIC PRE-PRIMARY                            4.12%
 PRIVATE PRE-PRIMARY                           2.81%
 PUBLIC ELEM/HIGH                             59.06%
 PRIVATE ELEM/HIGH                             6.44%
 ENROLLED IN COLLEGE                          27.57%

HOUSING UNITS BY OCCUPANCY STATUS       102,263,680
 OCCUPLIED                                    89.91%
 VACANT                                       10.09%

VACANT UNITS                             10,316,268
 FOR RENT                                     29.53%
 FOR SALE ONLY                                12.22%
 SEASONAL                                     29.87%
 OTHER                                        28.38%

OWNER OCCUPIED PROPERTY VALUES           44,918,008
 UNDER $25,000                                 6.58%
   $25,000 TO  $49,999                        18.80%
   $50,000 TO  $74,999                        22.04%
   $75,000 TO  $99,999                        15.71%
  $100,000 TO $149,999                        15.08%
  $150,000 TO $199,999                         8.94%
  $200,000 TO $299,999                         7.52%
  $300,000 TO $399,999                         2.69%
  $400,000 TO $499,999                         1.12%
  $500,000 +                                   1.52%

MEDIAN PROPERTY VALUE                 $      79,098
TOTAL RENTAL UNITS                       30,490,540
MEDIAN RENT                           $         374
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 7


                             CUSTOM SUMMARY REPORT
                         (POP FACTS: FULL DATA REPORT)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

United States
of America                          COORD: 00:00.00 00:00.00

<TABLE>
<CAPTION>
- -----------------------------------------------
DESCRIPTION                          TOTALS
- -----------------------------------------------
<S>                                <C>
PERSONS IN UNIT                    91,947,416
 1 PERSON UNITS                         24.56%
 2 PERSON UNITS                         32.03%
 3 PERSON UNITS                         17.37%
 4 PERSON UNITS                         15.07%
 5 PERSON UNITS                          6.73%
 6 PERSON UNITS                          2.50%
 7 + UNITS                               1.73%
 
YEAR ROUND UNITS IN STRUCTURE     102,263,672
 SINGLE UNITS DETACHED                  59.05%
 SINGLE UNITS ATTACHED                   5.26%
 DOUBLE UNITS                            4.84%
 3 TO 9 UNITS                            9.65%
 10 TO 19 UNITS                          4.80%
 20 TO 49 UNITS                          3.78%
 50 + UNITS                              4.30%
 MOBILE HOME OR TRAILER                  7.24%
 ALL OTHER                               1.10%

SINGLE/MULTIPLE UNIT RATIO               2.35

HOUSING UNITS BY YEAR BUILT        91,947,448
 BUILT 1989 TO MARCH 1990                1.84%
 BUILT 1985 TO 1988                      8.64%
 BUILT 1980 TO 1984                      9.50%
 BUILT 1970 TO 1979                     21.69%
 BUILT 1960 TO 1969                     16.41%
 BUILT 1950 TO 1959                     14.96%
 BUILT 1940 TO 1949                      8.62%
 BUILT 1939 OR EARLIER                  18.33%
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 1


                             CUSTOM SUMMARY REPORT
                              (1990 INCOME ('89))
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

United States
of America                          COORD: 00:00.00 00:00.00

<TABLE>
<CAPTION>
- -------------------------------------------------
DESCRIPTION                            TOTALS
- -------------------------------------------------
<S>                                  <C>
1990 Total Households                91,947,408
% INCOME CATEGORIES
HH_90_BY INCOME_89: %_0-5K                 6.18%
HH_90_BY INCOME_89: %_5-15K               18.11%
HH_90_BY INCOME_89: %_15-25K              17.53%
HH_90_BY INCOME_89: %_25-35K              15.84%
HH_90_BY INCOME_89: %_35-50K              17.86%
HH_90_BY INCOME_89: %_50-75K              14.98%
HH_90_BY INCOME_89: %_75-100K              5.11%
HH_90_BY INCOME_89: %_100-150K             2.82%
HH_90_BY INCOME_89: %_150K +               1.57%
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 1


                      POP FACTS: DEMOGRAPHIC TREND REPORT
                       CENSUS '90, UPDATES & PROJECTIONS
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

United States
of America                          COORD: 00:00.00 00:00.00

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
                                                                           TOTALS
                                      1990               1998               2003
DESCRIPTION                          CENSUS            ESTIMATE          PROJECTION
- --------------------------------------------------------------------------------------
<S>                                <C>                <C>                <C>
POPULATION BY RACE                 248,709,856        269,412,832        280,885,056
 NON-HISPANIC WHITE                      75.64%             72.39%             70.31%
 NON-HISPANIC BLACK                      11.75%             12.08%             12.32%
 NON-HISPANIC ASIAN & P.I.                2.80%              3.52%              3.98%
 NON-HISPANIC A.I. & OTHER                0.82%              0.85%              0.85%
 HISPANIC ORIGIN POPULATION               8.99%             11.15%             12.53%
 
HOUSEHOLDS BY INCOME                91,993,616        100,657,536        105,888,880
 $150,000 OR MORE                         1.57%              3.89%              6.62%
 $100,000 TO $149,999                     2.82%              5.93%              8.07%
 $ 75,000 TO $ 99,999                     5.11%              8.95%             10.41%
 $ 50,000 TO $ 74,999                    14.98%             18.99%             18.21%
 $ 35,000 TO $ 49,999                    17.86%             16.29%             14.54%
 $ 25,000 TO $ 34,999                    15.84%             12.97%             11.72%
 $ 15,000 TO $ 24,999                    17.53%             14.38%             13.82%
 $  5,000 TO $ 14,999                    18.11%             14.60%             13.52%
 UNDER $5,000                             6.18%              4.00%              3.08%
 
AVERAGE INCOME                   $      38,453      $      53,198      $      64,005
MEDIAN INCOME                    $      30,163      $      38,724      $      43,110
 
POPULATION BY SEX                  248,710,056        269,412,840        280,885,056
 MALE                                    48.75%             48.77%             48.79%
 FEMALE                                  51.25%             51.23%             51.21%
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 2


                      POP FACTS: DEMOGRAPHIC TREND REPORT
                       CENSUS '90, UPDATES & PROJECTIONS
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

United States
of America                          COORD: 00:00.00 00:00.00

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------
                                                               TOTALS
                            1990              1998              2003
DESCRIPTION                CENSUS           ESTIMATE         PROJECTION
- -------------------------------------------------------------------------
<S>                     <C>               <C>               <C>
POPULATION BY AGE       248,710,056       269,412,840       280,885,056
 UNDER 5 YEARS                 7.38%             7.14%             6.85%
  5 TO 9 YEARS                 7.28%             7.31%             6.94%
 10 TO 14 YEARS                6.88%             7.03%             7.15%
 15 TO 17 YEARS                4.04%             4.10%             4.16%
 18 TO 20 YEARS                4.72%             4.10%             4.20%
 21 YEARS                      1.53%             1.28%             1.32%
 22 TO 24 YEARS                4.50%             3.80%             3.93%
 25 TO 29 YEARS                8.57%             7.25%             6.11%
 30 TO 34 YEARS                8.79%             7.29%             7.10%
 35 TO 39 YEARS                8.03%             8.06%             7.00%
 40 TO 44 YEARS                7.08%             7.93%             7.72%
 45 TO 49 YEARS                5.58%             7.01%             7.57%
 50 TO 54 YEARS                4.56%             5.82%             6.66%
 55 TO 59 YEARS                4.23%             4.62%             5.48%
 60 TO 64 YEARS                4.27%             3.93%             4.33%
 65 TO 69 YEARS                4.07%             3.70%             3.61%
 70 TO 74 YEARS                3.21%             3.41%             3.23%
 75 TO 84 YEARS                4.04%             4.56%             4.77%
 85 + YEARS                    1.24%             1.67%             1.86%
 
MEDIAN AGE                    32.90             35.43             36.59
AVERAGE AGE                   35.33             36.47             37.27
</TABLE>

<PAGE>

Mon Aug 17, 1998                                                      Page 1


                             CUSTOM SUMMARY REPORT
       (RETAIL TRADE POTENTIAL REPORT - CURRENT YEAR SALES BY STORE TYPE)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN & WAKEFIELD

United States
of America                          COORD: 00:00.00 00:00.00

<TABLE>
<CAPTION>
- ------------------------------------------------------------
DESCRIPTION                                        TOTALS
- ------------------------------------------------------------
<S>                                             <C>
TOTAL RETAIL SALES                              $2,621,172
APPAREL & ACCESSORY STORES                      $  120,856
AUTOMOTIVE DEALERS                              $  587,946
AUTOMOTIVE & HOME SUPPLY STORES                 $   35,939
DRUG & PROPRIETARY STORES                       $  104,149
EATING & DRINKING PLACES                        $  253,084
FOOD STORES                                     $  438,978
FURNITURE & HOME FURNISHINGS STORES             $   75,114
HOME APPLIANCE, RADIO, & T.V. STORES            $   71,871
GASOLINE SERVICE STATIONS                       $  155,611
GENERAL MERCHANDISE                             $  342,021
DEPARTMENT STORES (INCLUDING LEASED DEPTS.)     $  275,389
HARDWARE, LUMBER & GARDEN STORES                $  149,884
($'S IN MILLIONS)
</TABLE>

<PAGE>

                                                                 QUALIFICATIONS
- -------------------------------------------------------------------------------
                                                         KENNETH A. BARNES, MAI

PROFESSIONAL AFFILIATIONS:

     Member of the Appraisal Institute (MAI Designation No. 8294)
     Washington State Certified General Appraiser (#BARNEKA40203)

REAL ESTATE EXPERIENCE:

  Director, Cushman & Wakefield of Washington, Inc., Valuation Advisory
  Services, a full service real estate organization specializing in appraisal
  and consultation. 1989 to present.

  Assistant Director of Appraisal, Great Lakes Real Estate Corporation,
  Glenview, Illinois. 1988 to 1989.


  Self Employed Appraiser, Chicago, Illinois. 1987 to 1988.


  Appraiser, Real Estate Research Corporation, Chicago, Illinois. 1985 to 1987.

  Staff Appraiser, Moore & Shryock, Columbia, Missouri. 1984 to 1985.

  Properties Appraised Include Office Buildings, Industrial, Condominiums,
  Apartments, Retail Centers, Mixed Use Developments, Restaurants, Residential
  Subdivisions, Vacant Land and Joint Venture Interests.

  Purpose of Appraisals - Sale, Financing, Acquisition, Portfolio Analysis,
  Syndication, Securities Filings, Merger and Acquisition.

  Types of Consulting Projects - Feasibility and Market Studies for
  Development and Renovation of Shopping Centers, Hotels, Apartments,
  Acquisition Analysis of Vacant Land, Office Buildings.

EDUCATION:

     Bachelor of Science (Biochemistry), 1982
     University of Missouri, Columbia

     Master of Business Administration (Finance), 1988
     University of Chicago

<PAGE>

                                                                 QUALIFICATIONS
- -------------------------------------------------------------------------------
                                                         KENNETH A. BARNES, MAI

PUBLICATIONS AND AWARDS:

     "Rental Concessions and Value" The Appraisal Journal, April 1986. 1985
     Manuscript Competition Winner.

     "Discounting Equity Cash Flow Subject to Conventional and Participating
     Debt" The Appraisal Journal, April 1987.

     "Real Estate Investment Survey: First Quarter 1987" Real Estate Report,
     First Quarter 1987.

     With Janet Nutting, "Proforma Pitfalls: Interpreting Financial Projections
     in Today's Uncertain Market" Real Estate Report, First Quarter 1987.

     "Real Rates: Judging Discount Rates and Inflation Hedges" The Appraisal
     Journal, January 1990.



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