CONAM REALTY PENSION INVESTORS
SC 13E3/A, 1998-11-05
REAL ESTATE
Previous: MERRILL LYNCH USA GOVERNMENT RESERVES, 24F-2NT, 1998-11-05
Next: ARCH FUNDS INC, 485APOS, 1998-11-05



<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549
 
                               ----------------
                                    
                                AMENDMENT NO. 1      
                                          
                                      TO      
 
                                SCHEDULE 13E-3
 
                       RULE 13E-3 TRANSACTION STATEMENT
      (PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
 
                     CONAM REALTY PENSION INVESTORS, L.P.
                             (NAME OF THE ISSUER)
 
 ConAm Realty Pension Investors, L.P.   Continental American Properties, Ltd.
   ConAm Property Services III, Ltd.          ConAm DOC Affiliates LLC
                      (NAME OF PERSONS FILING STATEMENT)
 
                     Units of Limited Partnership Interest
                        (TITLE OF CLASS OF SECURITIES)
 
                                   44896K100
                     (CUSIP NUMBER OF CLASS OF SECURITIES)
 
                           Frederick B. McLane, Esq.
                             O'Melveny & Myers LLP
                             400 South Hope Street
                          Los Angeles, CA 90071-2899
                                (213) 430-6000
  (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
           AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT)
 
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement subject
       to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities
       Exchange Act of 1934.
b.     The filing of a registration statement under the Securities Act of 1933.
c.     A tender offer.
d.     None of the above.
 
     Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies. [X]
 
                           CALCULATION OF FILING FEE
================================================================================
                 $5,700,000                             $1,140
         Transaction Valuation(1)                 Amount of Filing Fee
================================================================================

[X]  Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
     and identify the filing with which the offsetting fee was previously paid.
     Identify the previous filing by registration statement number, or the Form
     or Schedule and the date of its filing.
<TABLE> 
<S>                                           <C>  
Amount previously paid: $1,200                Filing party: ConAm Realty Pension Investors, L.P.
                        -------------------                 ------------------------------------
Form or registration no.: Schedule 14A        Date filed: August 20, 1998
                          -----------------               --------------------------------------
</TABLE> 
Instruction. Eight copies of this statement, including all exhibits, should be 
filed with the Commission.
- --------
(1) For purposes of calculating the filing fee only. The filing fee was
    calculated in accordance with Rule 0-11 under the Securities Exchange Act
    of 1934, as amended, and equals 1/50 of one percent of the aggregate
    amount of cash to be distributed to securityholders in connection with the
    transaction.
<PAGE>
 
                     CONAM REALTY PENSION INVESTORS, L.P.
                             1764 SAN DIEGO AVENUE
                       SAN DIEGO, CALIFORNIA 92110-1906
     
  This Rule 13e-3 Transaction Statement (this "Statement") relates to the
proposed sale of the remaining property (the "Property") of ConAm Realty
Pension Investors, L.P., a New York limited partnership (the "Partnership"),
to a Delaware limited liability company (the "Purchaser") to be formed if the
proposed sale is approved by the Partnership's limited partners. It is
anticipated that, shortly after the sale of the Property, the net proceeds
from the sale, together with certain cash reserves, would be distributed to
the limited partners and the Partnership would be liquidated. A final
distribution of cash from reserves would be distributed to limited partners at
the time of liquidation.      
 
  The general partner of the Partnership is ConAm Property Services III, Ltd.
(the "General Partner"). Continental American Development, Inc., a California
corporation ("CADI"), is the general partner of the General Partner. The
shareholders of CADI are substantially identical to the partners of
Continental American Properties, Ltd. ("CAPL"). CAPL is the managing member of
ConAm DOC Affiliates LLC, which will own a 9% interest in the Purchaser. In
addition, the shareholders of CADI are identical to the shareholders of ConAm
Management Corporation ("ConAm Management"), which will act as the initial
property manager for the Purchaser with respect to the Property if the
proposed sale is approved.
 
  A preliminary consent solicitation statement (the "Consent Solicitation
Statement") regarding the proposed sale was filed with the Securities and
Exchange Commission on October 30, 1998.
 
  The following Cross-Reference Sheet is supplied pursuant to General
Instruction F of Schedule 13E-3 and cites the location in the Consent
Solicitation Statement of the information required to be included in response
to the items of this Statement, which Consent Solicitation Statement is hereby
incorporated by reference to the extent so cited. Capitalized terms used
herein and not otherwise defined herein shall have the meanings ascribed to
them in the Consent Solicitation Statement. The Consent Solicitation Statement
will be completed and, if appropriate, amended prior to the time it is first
sent or given to limited partners of the Partnership. This Statement will be
amended to reflect such completion or amendment of the Consent Solicitation
Statement.
<PAGE>
 
                             CROSS-REFERENCE SHEET
- --------------------------------------------------------------------------------
   Item of Schedule 13E-3        Location in Consent Solicitation Statement
- --------------------------------------------------------------------------------
Item 1. Issuer and Class of
Security Subject to the
Transaction
- --------------------------------------------------------------------------------
 (a) and (b)                 Outside Front Cover Page, "SUMMARY--The
                             Partnership," "ACTION BY CONSENT--Record Date,"
                             "MARKET FOR THE UNITS," "VOTING SECURITIES AND
                             PRINCIPAL HOLDERS THEREOF."
- --------------------------------------------------------------------------------
 (c)                         "MARKET FOR THE UNITS."
- --------------------------------------------------------------------------------
 (d)                         "DISTRIBUTIONS."
- --------------------------------------------------------------------------------
 (e)                         Not applicable.
- --------------------------------------------------------------------------------
 (f)                         Not applicable.
- --------------------------------------------------------------------------------
Item 2. Identity and         This Statement is being filed by the issuer and
Background                   certain affiliates of the issuer named in (b)
                             below.
- --------------------------------------------------------------------------------
 (a)-(c)                     ConAm Property Services III, Ltd.
                             1764 San Diego Avenue
                             San Diego, California 92110-1906
                             State of organization: California
                             Principal business: Real estate investment
 
                             Continental American Properties, Ltd.
                             1764 San Diego Avenue
                             San Diego, California 92110-1906
                             State of organization: California
                             Principal business: Real estate investment
 
                             ConAm DOC Affiliates LLC
                             1764 San Diego Avenue
                             San Diego, California 92110-1906
                             State of organization: California
                             Principal business: Real estate investment
 
                             Continental American Development, Inc.
                             1764 San Diego Avenue
                             San Diego, California 92110-1906
                             State of organization: California
                             Principal business: Real estate investment
 
                             DJE Financial Corp.
                             1764 San Diego Avenue
                             San Diego, California 92110-1906
                             State of organization: California
                             Principal business: Real estate investment
 
                             Daniel J. Epstein
                             Chairman and Chief Executive Officer
                             ConAm Management Corporation
                             1764 San Diego Avenue
                             San Diego, California 92110-1906
                             Principal business: Real estate management
- --------------------------------------------------------------------------------
 
                                       2
<PAGE>
 
- --------------------------------------------------------------------------------
                             J. Bradley Forrester
                             President
                             ConAm Management Corporation
                             1764 San Diego Avenue
                             San Diego, California 92110-1906
                             Principal business: Real estate management
 
                             E. Scott Dupree, Esq.
                             Senior Vice President and General Counsel
                             ConAm Management Corporation
                             1764 San Diego Avenue
                             San Diego, California 92110-1906
                             Principal business: Real estate management
 
                             Robert J. Svatos
                             Senior Vice President and Chief Financial Officer
                             ConAm Management Corporation
                             1764 San Diego Avenue
                             San Diego, California 92110-1906
                             Principal business: Real estate management
 
                             Ralph W. Tilley
                             Senior Vice President and Treasurer
                             ConAm Management Corporation
                             1764 San Diego Avenue
                             San Diego, California 92110-1906
                             Principal business: Real estate management
- --------------------------------------------------------------------------------
 (d)                         Daniel J. Epstein has been Chairman and Chief
                             Executive Officer of ConAm Management Corporation
                             since 1983.
 
                             J. Bradley Forrester has been President of ConAm
                             Management Corporation since 1994. Prior to
                             joining ConAm Management Corporation, Mr.
                             Forrester was Senior Vice President--Commercial
                             Real Estate for First Nationwide Bank from 1991
                             to 1994. First Nationwide Bank was a national
                             savings bank located at 700 Market Street, San
                             Francisco, California.
 
                             E. Scott Dupree has been Senior Vice President
                             and General Counsel of ConAm Management
                             Corporation since 1985.
 
                             Robert J. Svatos has been Senior Vice President
                             and Chief Financial Officer of ConAm Management
                             Corporation since 1988.
 
                             Ralph W. Tilley has been Senior Vice President
                             and Treasurer of ConAm Management Corporation
                             since 1980.
- --------------------------------------------------------------------------------
 (e) and (f)                 During the last five years, neither the
                             Partnership nor any of the persons named in the
                             response to Item 2(a) hereof has been
                             (i) convicted in a criminal proceeding (excluding
                             traffic violations or similar misdemeanors) or
                             (ii) a party to a civil proceeding of a judicial
                             or administrative body of competent jurisdiction
                             and, as a result of such proceeding, was or is
                             subject to a judgment, decree or final order
                             enjoining further violations of, or prohibiting
                             activities subject to, federal or state
                             securities laws or finding any violation of such
                             laws.
- --------------------------------------------------------------------------------
 
                                       3
<PAGE>
 
 (g)                         All natural persons named in the response to Item
                             2(a) are citizens of the United States of
                             America.
- --------------------------------------------------------------------------------
Item 3. Past Contacts,
Transactions or
Negotiations
- --------------------------------------------------------------------------------
 (a) (1)                     Not applicable.
- --------------------------------------------------------------------------------
 (a) (2)                     "SPECIAL FACTORS--Alternatives Considered to the
                             Sale," "THE PROPOSALS--Background of the Sale."
- --------------------------------------------------------------------------------
 (b)                         "SPECIAL FACTORS--Alternatives Considered to the
                             Sale," "THE PROPOSALS--Background of the Sale."
- --------------------------------------------------------------------------------
Item 4. Terms of the
Transaction
- --------------------------------------------------------------------------------
 (a) and (b)                 Outside Front Cover Page, "SUMMARY," "SPECIAL
                             FACTORS--Effects of the Sale," "--Fairness of the
                             Sale," "THE PROPOSALS--The Purchaser," "--
                             Background of the Sale," "--Conflicts of Interest
                             of the General Partner," "--Terms of the Purchase
                             Agreements," "--The Amendment."
- --------------------------------------------------------------------------------
Item 5. Plans or Proposals
of the Issuer or Affiliate
- --------------------------------------------------------------------------------
 (a)-(g)                     Outside Front Cover Page, "SUMMARY," "SPECIAL
                             FACTORS--Effects of the Sale," "THE PROPOSALS--
                             The Purchaser," "--Conflicts of Interest of the
                             General Partner," "--Failure to Approve the
                             Sale."
- --------------------------------------------------------------------------------
Item 6. Source and Amounts
of Funds or Other
Consideration
- --------------------------------------------------------------------------------
  (a)                        "THE PROPOSALS--Purchaser's Valuation," "--
                             Background of the Sale," "--Terms of the Purchase
                             Agreements."
- --------------------------------------------------------------------------------
  (b)                        "ACTION BY CONSENT--Action by Consent."
- --------------------------------------------------------------------------------
  (c)                        "THE PROPOSALS--Terms of the Purchase
                             Agreements."
- --------------------------------------------------------------------------------
  (d)                        Not applicable.
- --------------------------------------------------------------------------------
Item 7. Purposes,
Alternatives, Reasons and
Effects
- --------------------------------------------------------------------------------
 (a)                         "SPECIAL FACTORS--Reasons for the Sale," "THE
                             PROPOSALS--Background of the Sale."
- --------------------------------------------------------------------------------
 (b)                         "SPECIAL FACTORS--Alternatives Considered to the
                             Sale," "--Fairness of the Sale."
- --------------------------------------------------------------------------------
 (c)                         "SPECIAL FACTORS--Reasons for the Sale," "--
                             Alternatives Considered to the Sale," "--Fairness
                             of the Sale."
- --------------------------------------------------------------------------------
 (d)                         Outside Front Cover Page, "SUMMARY," "ACTION BY
                             CONSENT--Matters to be Considered," "SPECIAL
                             FACTORS--Effects of the Sale," "THE PROPOSALS--
                             The Purchaser," "--Conflicts of Interest of the
                             General Partner," "CERTAIN FEDERAL AND STATE
                             INCOME TAX CONSEQUENCES OF THE SALE," "NO
                             APPRAISAL RIGHTS," "MARKET FOR THE UNITS."
 
 
                                       4
<PAGE>
 
- --------------------------------------------------------------------------------
Item 8. Fairness of the
Transaction
- --------------------------------------------------------------------------------
 (a) and (b)                 "SUMMARY--Fairness of the Sale and Certain
                             Conflicts of Interest," "SPECIAL FACTORS--
                             Fairness of the Sale." Each filing person
                             reasonably believes that the Sale is fair to the
                             Limited Partners and has adopted the analysis of
                             the General Partner with respect thereto.
- --------------------------------------------------------------------------------
 (c)                         Outside Front Cover Page, "SUMMARY--Vote
                             Required," "ACTION BY CONSENT--Action by
                             Consent," "NOAPPRAISAL RIGHTS."
- --------------------------------------------------------------------------------
 (d)                         "SPECIAL FACTORS--Fairness of the Sale," "THE
                             PROPOSALS--Background of the Sale," "--Conflicts
                             of Interest of the General Partner."
- --------------------------------------------------------------------------------
 (e)                         Not applicable.
- --------------------------------------------------------------------------------
 (f)                         "SPECIAL FACTORS--Alternatives Considered to the
                             Sale," "THE PROPOSALS--Background of the Sale."
- --------------------------------------------------------------------------------
Item 9. Reports, Opinions,
Appraisals and Certain
Negotiations
- --------------------------------------------------------------------------------
 (a)-(c)                     "SUMMARY--Fairness of the Sale and Certain
                             Conflicts of Interest," "SPECIAL FACTORS--
                             Independent Appraisal."
- --------------------------------------------------------------------------------
Item 10. Interest in
Securities of the Issuer
- --------------------------------------------------------------------------------
 (a)                         "SUMMARY--Security Ownership and Voting Thereof,"
                             "VOTING SECURITIES AND PRINCIPAL HOLDERS
                             THEREOF."
- --------------------------------------------------------------------------------
 (b)                         Not applicable.
- --------------------------------------------------------------------------------
Item 11. Contracts,          Not applicable.
Arrangements or
Understandings with Respect
to the Issuer's Securities
- --------------------------------------------------------------------------------
Item 12. Present Intention
and Recommendation of
Certain Persons with Regard
to the Transaction
- --------------------------------------------------------------------------------
 (a)                         "SUMMARY--Security Ownership and Voting Thereof,"
                             "VOTING SECURITIES AND PRINCIPAL HOLDERS
                             THEREOF."
- --------------------------------------------------------------------------------
 (b)                         No recommendation regarding the Sale has been
                             made to date by any person named in paragraph (a)
                             of this Item to any person owning Units in the
                             Partnership.
- --------------------------------------------------------------------------------
Item 13. Other Provisions
of the Transaction
- --------------------------------------------------------------------------------
 (a)                         "NO APPRAISAL RIGHTS."
- --------------------------------------------------------------------------------
 (b)                         Not applicable.
- --------------------------------------------------------------------------------
 (c)                         Not applicable.
 
- --------------------------------------------------------------------------------

                                       5
<PAGE>
 
- --------------------------------------------------------------------------------
Item 14. Financial
Information
- --------------------------------------------------------------------------------
 (a)                         "AVAILABLE INFORMATION," Annex 1 and Annex 2 to
                             Consent Solicitation Statement. The book value
                             per Unit as of the 1997 fiscal year end was $127.
- --------------------------------------------------------------------------------
 (b)                         Not applicable.
- --------------------------------------------------------------------------------
Item 15. Persons and
Assets Employed, Retained
or Utilized
- --------------------------------------------------------------------------------
 (a)                         "THE PROPOSALS--The Purchaser."
- --------------------------------------------------------------------------------
 (b)                         "SUMMARY--Solicitation Agent," "ACTION BY
                             CONSENT-- Action by Consent," "VOTING
                             PROCEDURES."
- --------------------------------------------------------------------------------
Item 16. Additional          Not applicable.
Information
- --------------------------------------------------------------------------------
Item 17. Material to be
Filed as Exhibits
- --------------------------------------------------------------------------------
 (a)                         Not applicable.
- --------------------------------------------------------------------------------
     
 (b)                         Independent Appraisal.      
- --------------------------------------------------------------------------------
 (c)                         Not applicable.
- --------------------------------------------------------------------------------
     
 (d)                         Previously filed.      
- --------------------------------------------------------------------------------
 (e)                         Not applicable.
- --------------------------------------------------------------------------------
 (f)                         Not applicable.
 
- --------------------------------------------------------------------------------
 
                                       6
<PAGE>
 
                                  SIGNATURES
 
  After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this Statement is true, complete and correct.
     
Dated: November 5, 1998     
 
                                     CONAM REALTY PENSION INVESTORS, L.P.
 
                                     By: CONAM PROPERTY SERVICES III, LTD.,
                                          its General Partner
 
                                          By: CONTINENTAL AMERICAN
                                              DEVELOPMENT, INC., its General
                                              Partner
 
                                          By:     /s/ Daniel J. Epstein       
                                             ---------------------------------
                                          Name:      Daniel J. Epstein
                                               -------------------------------
                                          Title:         President
                                                ------------------------------
 
                                     CONAM PROPERTY SERVICES III, LTD.
 
                                     By: CONTINENTAL AMERICAN
                                         DEVELOPMENT, INC., its General
                                         Partner
 
                                          By:     /s/ Daniel J. Epstein       
                                             ---------------------------------
                                          Name:      Daniel J. Epstein
                                               -------------------------------
                                          Title:         President
                                                ------------------------------
 
                                     CONTINENTAL AMERICAN PROPERTIES, LTD.
 
                                     By: DJE FINANCIAL CORP., its General
                                         Partner
 
                                          By:     /s/ Daniel J. Epstein       
                                             ---------------------------------
                                          Name:      Daniel J. Epstein
                                               -------------------------------
                                          Title:         President
                                                ------------------------------
 
                                     CONAM DOC AFFILIATES LLC
 
                                     By: CONTINENTAL AMERICAN PROPERTIES,
                                         LTD., its Administrative Member
 
                                         By: DJE FINANCIAL CORP., its General
                                            Partner
 
                                          By:     /s/ Daniel J. Epstein       
                                             ---------------------------------
                                          Name:      Daniel J. Epstein
                                               -------------------------------
                                          Title:         President
                                                ------------------------------
 
                                       7

<PAGE>

                                                                       EXHIBIT B
================================================================================

                      A COMPLETE, SELF-CONTAINED APPRAISAL
                                        


                                       OF
                                        


                        THE OAKTREE VILLAGE APARTMENTS 
                             9803 CREEKFRONT ROAD
                             JACKSONVILLE, FLORIDA





                                      FOR
                                        


                        HUTTON/CON AM REALTY INVESTORS 
                             1764 SAN DIEGO AVENUE
                          SAN DIEGO, CALIFORNIA 92110
                                        




                                      AS OF
                                        


                               NOVEMBER 30, 1997
                                        




                                       BY
                                        


                          BACH REALTY ADVISORS, INC.
                            1225 LAMAR, SUITE 1325
                             HOUSTON, TEXAS 77010



                                  BRA: 97-071



================================================================================
<PAGE>
 
                              TABLE OF CONTENTS 

<TABLE> 
- --------------------------------------------------------------------------------
          <S>                                                         <C>
          Letter of Transmittal.....................................  1
          Assumptions and Limiting Conditions.......................  2
          Certification.............................................  4
          Salient Facts and Conclusions.............................  6
          Nature of the Assignment..................................  7
          City/Neighborhood Analysis................................  9
          Apartment Market Analysis................................. 18
          Site Analysis............................................. 22
          Improvements.............................................. 25
          Highest and Best Use...................................... 27
          Appraisal Procedures...................................... 31
          Sales Comparison Approach................................. 33
          Income Approach........................................... 37
          Reconciliation............................................ 47
</TABLE>

                                    ADDENDA
                                        
                           Improved Sale Comparables
                                Rent Comparables
                               Legal Description
                          Professional Qualifications
<PAGE>
 
                                            B.A.C.H
                                            Realty Advisors Inc.
                                            Appraisal, Consultation & Litigation
                                                    
February 25, 1998 

Hutton/Con Am Realty Investors
1764 San Diego Avenue
San Diego, California 92110


Re:  A Complete, Self-Contained Appraisal Of The 160-Unit Multifamily Complex
     Known As The Oaktree Village Apartments Located At 9803 Creekfront Road In
     Jacksonville, Florida; BRA: 97-071

Gentlemen:

By your request and authorization, we have inspected the above-referenced
property and have investigated the real estate market in the subject area in
order to provide the value of the leased fee estate of the subject property as
of November 30, 1997. This appraisal report is in conformance with the
guidelines of the Appraisal Institute. The scope of this assignment includes the
Sales Comparison and Income Approaches to value. The property was inspected on
in December 1997, and for the purposes of this report it is assumed that all
physical and economic conditions are similar on the date of value as they were
on the date of inspection.

Our analysis of the property focused on the supply and demand factors
influencing the Jacksonville area apartment market, the sale of comparable
properties; market rent levels, appropriate operating expenses, and acceptable
investor returns.

As a result of our inspection of the property, investigation of the real estate
market, and relying on our experience with similar type properties, it is our
opinion that the leased fee market value of the subject property, all cash, on
an "as is" basis, as of November 30, 1997 is in the sum of

                              SIX MILLION DOLLARS
                                  ($6,000,000)

There follows on the succeeding pages of this report pertinent data as to the
valuation conclusions expressed herein. Your attention is also directed to the
Assumptions and Limiting Conditions that follow this letter, as they are an
integral part of the above stated market value.

Thank you for the opportunity to be of service. If there are any questions
regarding the valuation, please contact us. 

Sincerely, 

BACH REALTY ADVISORS, INC.

/s/ Stevan N. Bach

Stevan N. Bach, MAI
President and Chief Executive Officer

SNB/kee

<PAGE>
 
                      ASSUMPTIONS AND LIMITING CONDITIONS
- --------------------------------------------------------------------------------

                    The certification of this appraisal is subject to the
                    following assumptions and limiting conditions.

                    1.    That responsibility is not taken for matters of a
                          legal nature affecting the property appraised or the
                          title thereto and that all legal descriptions
                          furnished are correct.

                    2.    That the title to the property being appraised is good
                          and marketable and is appraised as though under
                          responsible ownership and/or management.

                    3.    That the property is free and clear of all liens and
                          encumbrances, except as otherwise stated.

                    4.    That the sketches in this report are included to
                          assist the reader in visualizing the property and
                          responsibility is not assumed for their accuracy.
                        
                    5.    That a survey of the property has not been made by the
                          appraisers.
                        
                    6.    That the information, estimates, and opinions
                          furnished the appraisers by others and contained in
                          this report are considered reliable and are believed
                          to be true and correct; however, responsibility is not
                          taken for their accuracy.
                        
                    7.    That responsibility is not taken for soil conditions
                          or structural soundness of the improvements that would
                          render the property more or less valuable.
                        
                    8.    That possession of this appraisal does not carry with
                          it the right of publication and that this report, or
                          any parts thereof, may not be reproduced in any form
                          without written permission of the appraisers.
                        
                    9.    That testimony or attendance in court or at a hearing
                          are not a part of this assignment; however, any such
                          appearance and/or preparation for testimony will
                          necessitate additional compensation than received for
                          this appraisal report.
                        
                    10.   That the valuation estimate herein is subject to an
                          all cash or all cash equivalent purchase and does not
                          reflect special or favorable financing in today's
                          market.
                        
                    11.   Where discounted cash flow analyses have been
                          undertaken, the discount rates utilized to bring
                          forecasted future revenues to estimates of present
                          value reflect both our market investigations of yield
                          anticipations and our judgement as to the risks and
                          uncertainties in the subject property and the
                          consequential rates of return required to attract an
                          investor under such risk conditions. There is no
                          guarantee that projected cash flows will actually be
                          achieved.

                                                                               2
<PAGE>
 
                     12.  That the square footage figures are based on floor
                          plans and information supplied to the appraisers by
                          Con Am Management.

                     13.  Bach Realty Advisors, Inc. is not an expert as to
                          asbestos and will not take any responsibility for its
                          existence or the existence of other hazardous
                          materials at the subject property, analysis for EPA
                          standards, its removal, and/or its encapsulation. If
                          the reader of this report and/or any entity or person
                          relying on the valuations in this report wishes to
                          know the exact or detailed existence (if any) of
                          asbestos or other toxic or hazardous waste at the
                          subject property, then we not only recommend, but
                          state unequivocally that they should obtain an
                          independent study and analysis (including costs to
                          cure such environmental problems) of asbestos or other
                          toxic and hazardous waste.

                     14.  In addition, an audit on the subject property to
                          determine its compliance with the Americans with
                          Disabilities Act of 1990 was not available to the
                          appraisers. The appraisers are unable to certify
                          compliance regarding whether the removal of any
                          barriers which may be present at the subject are
                          readily achievable.

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

                     The undersigned do hereby certify to the best of our
                     knowledge and belief that, except as otherwise noted in
                     this complete, self-contained appraisal report:

                     1.   We do not have any personal interest or bias with
                          respect to the subject matter of this appraisal report
                          or the parties involved.

                     2.   The statements of fact contained in this appraisal
                          report, upon which the analyses, opinions, and
                          conclusions expressed herein are gauged, are true
                          and correct.

                     3.   This appraisal report sets forth all of the limiting
                          conditions (imposed by terms of our assignment or by
                          the undersigned) affecting the analyses, opinions, and
                          conclusions contained in this report.

                     4.   The analysis, opinions, and conclusions were
                          developed, and this report has been prepared, in
                          conformity with the requirements of the Code of
                          Professional Ethics and the Uniform Standards of
                          Professional Appraisal Practice of the Appraisal
                          Institute.

                     5.   That no one other than the undersigned prepared the
                          analyses, opinions, and conclusions concerning the
                          subject property that are set forth in this appraisal
                          report. Stevan N. Bach, MAI inspected the property in
                          December 1997.

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

                     7.   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.

                     8.   The Appraisal Institute conducts a program of
                          continuing education for its members. Members who meet
                          the minimum standards of this program are awarded
                          periodic educational certification. As of the date of
                          this report, Stevan N. Bach, MAI has completed the
                          requirements under the continuing education program of
                          the Appraisal Institute.

                     9.   Compensation for this assignment 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 action or event resulting from the
                          analyses, opinions, or conclusions in, or the use of,
                          this report.

                     10.  That all physical and economic conditions are the same
                          on the date of value as they were on the date of
                          inspection.

                                                                               4
<PAGE>
 
                     11.  Based on the knowledge and experience of the
                          undersigned and the information gathered for this
                          report, the estimated leased fee market value, "as
                          is," of the subject property on an all cash basis, as
                          of November 30, 1997 is $6,000,000.

                         
                          /s/  Stevan N. Bach
                          -----------------------------------------------
                          Stevan N. Bach, MAI
                          President and Chief Executive Officer
                          Certified General Real Property Appraiser
                          State of Texas TX-1323079-G

                                                                               5
<PAGE>
 
                         SALIENT FACTS AND CONCLUSIONS
- --------------------------------------------------------------------------------

Identification:                    The Oaktree Village Apartments 
                                   9803 Creekfront Road 
                                   Jacksonville, Florida

Location:                          North side of Creekfront Road at the
                                   northwest corner of Southside Boulevard in
                                   Jacksonville, Florida

BRA:                               97-071

Legal Description:                 An 11.568-acre tract known as Parcels A and
                                   B, Section 24, Township 3 South, Range 27
                                   East, Duval County, Florida

Land Size:                         11.568 acres or 503,902 square feet

Building Area:                     156,688 square feet of net rentable space
                                   plus a 1,500-square-foot clubhouse/leasing
                                   office

Year Built:                        1984
 
Unit Mix:                          64  1BR/1BA at 796 square feet
                                   48  2BR/2BA at 1,086 square feet
                                   48  2BR/2BA at 1,117 square feet
 
No. of Units:                      160

Average Unit Size:                 979 square feet

Occupancy
 Physical:                         93.7 percent
 Economic:                         90-91 percent

Highest and Best Use
 As Vacant:                        Apartment development
 As Improved:                      Current use (as apartments)

Date of Value:                     November 30, 1997

"As Is" Market Value by
 Sales Comparison Approach:        $6,000,000


"As Is" Market Value by
 Income Approach:                  $6,000,000


"As Is" Market Value
 Conclusion:                       $6,000,000

                                                                               6
<PAGE>
 
                            NATURE OF THE ASSIGNMENT
- --------------------------------------------------------------------------------

PURPOSE OF THE
APPRAISAL                     The purpose of this complete, self-contained
                              appraisal is to give an estimate of the "as is"
                              leased fee market value of the subject property on
                              an all cash basis.

IDENTIFICATION OF
THE PROPERTY                  The subject of this appraisal report is the
                              Oaktree Village Apartments located at 9803
                              Creekfront Road in Jacksonville, Florida.

DATE OF THE
APPRAISAL                     All opinions of value expressed in this report
                              reflect physical and economic conditions
                              prevailing as of November 30, 1997.

DEFINITION OF
SIGNIFICANT TERMS             The Appraisal of Real Estate, Eleventh Edition,
                              1996, sponsored by the Appraisal Institute defines
                              Market Value 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 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 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. /1/


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

  /1/ The Dictionary of Real Estate Appraisal, Third Edition, p. 204.
      ---------------------------------------                        

                                                                               7
<PAGE>
 
FUNCTION OF
THE APPRAISAL                 It is the understanding of the appraisers that the
                              function of this appraisal is for annual
                              partnership and/or internal purposes.

PROPERTY RIGHTS
APPRAISED                     The appraisers have appraised the "as is" leased
                              fee interest subject to short-term leases which
                              are typically 6 to 12 months in duration at the
                              subject property.

THREE-YEAR HISTORY            No transfers of ownership to the subject were
                              discovered during the past three years upon
                              interviews with real estate brokers in the area
                              and research into the grantor/grantee deed records
                              of Duval County, Florida.

SCOPE/BASIS OF
THE APPRAISAL                 This appraisal has been made in accordance with
                              accepted techniques, standards, methods, and
                              procedures of the Appraisal Institute. The values
                              set forth herein were estimated after application
                              and analysis by the Sales Comparison and Income
                              Approaches to value. These approaches are more
                              clearly defined in the valuation section of this
                              report.

                              The Cost Approach was not used as a method of
                              valuation in this appraisal. The Cost Approach is
                              typically the least reliable indicator because
                              cost does not necessarily reflect value. Moreover,
                              estimates of depreciation are difficult to
                              accurately measure in the marketplace, thereby
                              compounding the speculative nature of the opinions
                              derived in the cost method of valuation.

                              The scope of our assignment included obtaining
                              pertinent property data from the client regarding
                              income and expense figures, tenant rent rolls, and
                              permission to inspect the subject. Additionally,
                              the appraisers conducted research either
                              personally or through associates to obtain current
                              market rental rates, construction trends, the sale
                              of comparable improved properties, anticipated
                              investor returns, and the supply and demand of
                              competitive apartment projects in the general and
                              immediate area. After these examinations were
                              performed, an analysis was made in order to
                              estimate the leased fee market value of the
                              subject on an "as is" basis.

                                                                               8
<PAGE>
 
                            [AREA MAP APPEARS HERE]
<PAGE>
 
                           CITY/NEIGHBORHOOD ANALYSIS
- -------------------------------------------------------------------------------

                    Jacksonville is the seat of Duval County and is situated
                    near the northeastern corner of Florida on the St. Johns
                    River. This location is approximately 150 miles north of
                    Orlando, 165 miles east of Tallahassee, and 15 miles west of
                    the Atlantic Ocean.

                    The city of Jacksonville was consolidated with Duval County
                    in the 1960s and has since been recognized as one of the
                    largest incorporated municipalities in the nation in terms
                    of land area with 841 square miles. In population,
                    Jacksonville is one of the 20 largest cities in the United
                    States and the most populous incorporated city in Florida.
                    In 1990 the U.S. Bureau of the Census estimated the city's
                    population at 648,200 persons. In 1995 this estimate
                    increased to 676,718. The Jacksonville Metropolitan
                    Statistical Area (MSA) includes Duval, Clay, St. Johns, and
                    Nassau Counties. The 1990 MSA population was estimated at
                    906,727 according to the Census bureau, which indicates that
                    the MSA is the fifth largest MSA in Florida after Tampa-St.
                    Petersburg-Clearwater, Miami-Hialeah, Fort Lauderdale-
                    Hollywood-Pompano Beach, and Orlando. As of January 1, 1997
                    the Jacksonville MSA stood at 1,025,600 or 13.1 percent
                    higher than the 1990 population. The following chart depicts
                    the Jacksonville MSA population and employment growth over
                    the past two decades.

<TABLE> 
<CAPTION> 
                                        1970     1980       1990       1994       1995         2005*
                                     ----------------------------------------------------------------
                       <S>           <C>       <C>        <C>        <C>        <C>        <C> 
                       Population     612,600   722,300    906,727    981,600    994,900    1,140,700
                       Employment     159,400   281,800    422,700    437,474    460,245      625,690
</TABLE> 

                    Source: U.S. Bureau of the Census, Florida Department of
                            Labor and Employment Security 
                            *Projection

                    Historical population growth for the Jacksonville MSA from
                    1980 to 1990 averaged 2.3 percent per year. The growth has
                    decreased slightly to 1.7 percent annually from 1990 to
                    1995. Population increases are anticipated to continue as
                    job growth rises and as stated above the population
                    estimated as of January 1, 1997 was 1,025,600. The Bureau of
                    Business & Economic Research at the University of Florida
                    projects the Jacksonville MSA population to be between
                    967,000 and 1,178,000 by the year 2000. The median
                    projection for this time period is a population of
                    1,063,700. The greatest population growth has recently
                    occurred to the south and east of the St. Johns River in
                    Duval County. Other notable growth has been observed in
                    northeastern Clay County near Orange Park, and in northern
                    St. Johns County particularly along the Atlantic Coast
                    beaches.

                    The median age of the population in the Jacksonville MSA is
                    lower than that found in the retirement havens of southern
                    Florida. The median age in this MSA is 34 years according to
                    the Census Bureau. This compares to about 36 years in Miami,
                    39 years in Fort Lauderdale, and 40 years in Tampa. The
                    medium age in the city of Jacksonville is slightly less
                    (33.3 years) than for the MSA.

                                                                               9
<PAGE>
 
                    Jacksonville was originally known as Florida's industrial
                    city due to its port, shipyards, paper mills, and food
                    processing plants. More recently, however, Jacksonville has
                    become known as a regional center for banking, insurance,
                    medicine and distribution. The Research Department of the
                    Jacksonville Chamber of Commerce reported that the six
                    largest private sector employers in the area were: Winn-
                    Dixie Grocery Company, AT&T, Publix Super Market, Blue
                    Cross/Blue Shield of Florida, Barnett Banks, and CSX
                    Transportation. Two of Florida's largest banks, Barnett Bank
                    and First Union, are officed in Jacksonville, along with 30
                    insurance companies. Jacksonville is also becoming a major
                    back-office hub, as large corporations set up customer
                    service centers and data processing operations in the area,
                    including Merrill Lynch & Company, AT&T Corporation, and
                    America Online, Inc. in the past few years. In addition, the
                    world-renowned Mayo Clinic has one of its two regional
                    medical centers located in southeastern Jacksonville. The
                    recent additions in these medical and service-related
                    industries have contributed to a more diverse economy in the
                    area, and have helped civic leaders' attempts to transform
                    the city's image from that of an industrial town to a
                    regional distribution, service, and financial center.
                    
                    The largest contributor to the Jacksonville employment
                    market is its three naval installations which include: Cecil
                    Field Naval Air Station, located in the southwest sector of
                    Duval County; Jacksonville Naval Air Station, located on the
                    west bank of the St. Johns River a few miles south of the
                    Central Business District (CBD), and the Mayport Naval
                    Training Center, situated at the mouth of the St. Johns
                    River near the Atlantic Ocean. These military establishments
                    in Jacksonville employ approximately 31,200 civilian and
                    military personnel. More recently, Cecil Field has been
                    placed on the government's list of possible closures due to
                    budget cutting measures. It is due to be closed in August
                    1999, which should result in the loss of approximately 7,500
                    military and civilian jobs. Jacksonville created the Cecil
                    Field Development Commission with the task of developing a
                    reuse plan for Cecil Field. The commission was dissolved in
                    May 1997 as it had completed its task and transferred duties
                    and functions to the Jacksonville Economic Development
                    Commission. Infrastructure improvements are being discussed
                    and to date funding has been secured for three major
                    projects: survey of the land for city incorporation; three-
                    phased conversion of the water and sewer systems to the city
                    systems; and a transportation study (completed). The Naval
                    Air Station is increasing in size because of the
                    consolidation of units to the Jacksonville Naval Air
                    Station. The net result in the closure and consolidation is
                    little change in the present number of personnel.

                    Total civilian employment in the Jacksonville MSA as of
                    April 1996 was 480,100 persons according to the Florida
                    Department of Labor and Employment Security. The
                    unemployment rate as of that date was 3.3 percent down from
                    3.7 percent in February 1996, or lower than the U.S.
                    Department of Labor's 4.8 percent rate for the state of
                    Florida as of the same date. The above is the latest
                    information received from the Jacksonville Chamber of
                    Commerce.

                                                                              10
<PAGE>
 
                    The breakdown of nonagricultural employment as of November
                    1995 in the Jacksonville area is presented below and
                    illustrates the growing diversity of the local employment
                    base.

<TABLE>
<CAPTION>
                                   NONAGRICULTURAL EMPLOYMENT                   NUMBER   PERCENT
                                  --------------------------------------------------------------
                                  <S>                                           <C>      <C>
                                   Manufacturing                                 35,500      7.4
                                   Construction                                  24,200      5.0
                                   Transportation, Communications, Utilities     32,000      6.7
                                   Trade                                        117,600     24.5
                                   Finance, Insurance, Real Estate               50,300     10.5
                                   Services & Miscellaneous                     152,900     31.8
                                   Government                                    67,200     14.0
                                   Other                                            400      0.1
                                                                                -------    -----
                                   Total                                        480,100    100.0
</TABLE>
                    Source: Florida Department of Labor and Employment 
                            Security, November 1995.
                    Note:   The 480,100 estimates varies from the earlier stated
                            estimate of 460,245.

                    A surge of new jobs in Jacksonville earned the city a spot
                    as the ninth fastest-growing metro labor market in 1996,
                    according to the latest figures from the U.S. Bureau of
                    Labor Statistics between 1993 and 1995, non-farm employment
                    in Duval, St. Johns, Nassau and Clay Counties jumped 9.6
                    percent from 438,600 to 480,800. Despite its Florida
                    location, the tourist/convention industry has a smaller
                    impact on the Jacksonville MSA economy than in other parts
                    of the state. Most area beaches and recreation facilities
                    cater to local residents. The exception would be the Amelia
                    Island Resort located 20 miles northeast of the city on the
                    Atlantic Ocean. Amelia Island features world-class golf and
                    tennis and luxury resort accommodations and is designed to
                    attract vacationers from around the country. The most recent
                    addition to this resort was the 450-room Ritz Carlton Hotel,
                    which opened in June of 1991.

                    The increase in service-oriented industries in Jacksonville
                    has resulted in a substantial increase in income for the
                    area's residents. Per Capita income rose by an average of
                    approximately 1.4 percent per year from 1986 to 1995.

<TABLE>
<CAPTION>
                                       Jacksonville MSA
                           Year        Per Capita Income
                           -----------------------------
                           <S>         <C>
                           1986              $14,629
                           1987               15,482
                           1988               16,490
                           1989               14,973
                           1990               15,695
                           1995               16,920
</TABLE>
                    Source:  U.S. Department of Commerce, Bureau of Economic
                             Analysis

                    According to a demographic profile of Duval County, the
                    medium household effective buying income was $15,712 as of
                    January 1, 1997. Additionally there were 278,800 households
                    with 48 percent owner-occupied. Total Duval County
                    population was 733,500 with projections of 787,000 by the
                    year 2005.

                                                                              11
<PAGE>
 
                    Jacksonville is a major distribution center of durable goods
                    for Florida and Georgia. Transportation facilities include
                    an international airport, rail service from various railroad
                    companies, numerous private freight distribution companies,
                    and bus service. Jacksonville has rail facilities with 
                    multi-modal transportation capabilities. The Port of
                    Jacksonville, which utilizes the St. Johns River from the
                    east end of the CBD to the Atlantic Ocean, is a leading
                    import center for foreign automobiles. This facility
                    consists of both the Blount Island Marine Terminal (867
                    acres) and the Talleyrand Docks and Terminals (173 acres)
                    and features a 38-foot-deep channel. The Jacksonville Port
                    Authority has acquired 589 acres of property on Dames Point
                    for its third terminal development, which is the result of
                    demand from new ship lines. A $300,000,000 project to deepen
                    the harbor from 38 to 42 feet has been proposed. The
                    international airport, operated by the Jacksonville Port
                    Authority, has undergone $100 million of improvements, which
                    added two new terminals, twelve new gates, and extended a
                    runway to accommodate larger planes for transcontinental
                    flights.
                    
                    Two major Interstate Highways, Interstate 10 and Interstate
                    95, intersect near downtown Jacksonville. Interstate 10
                    travels west from the city to the Gulf Coast communities in
                    the Southeastern U.S., then continues west through the
                    Southwestern U.S. to Los Angeles. Interstate 95 runs
                    north/south along the Eastern Seaboard of the U.S.
                    Interstate 295 provides a bypass around the major urbanized
                    areas of the city to the northeast, northwest, west, and
                    south. Completion of the eastern section of Interstate 295,
                    which would create a beltway around the city, has been
                    proposed with limited access approach roads expected to be
                    in place by 2000. Many of the express roads and highways in
                    Jacksonville formerly were toll roads; however, the toll
                    charges were removed in the mid-1980s.

                    The unified city/county government in Jacksonville and Duval
                    County has been a unique feature of the area since the 
                    1960s. A singular taxing authority collects for schools and
                    municipal services for all residents. Excepted from
                    Jacksonville city authority are the communities of Atlantic
                    Beach, Neptune Beach, and Jacksonville Beach, which are
                    separate incorporated municipalities within Duval County.

                    Twenty miles of beaches along the Atlantic Ocean provide a
                    wealth of recreational opportunities for area residents. The
                    wide St. Johns River south of the CBD is popular with local
                    pleasure craft. The average annual temperature in
                    Jacksonville is 71 degrees with annual rainfall averaging 55
                    inches. Residents' needs for higher education in the area
                    are served by several local colleges and universities such
                    as Jacksonville University, the University of North Florida,
                    and Florida Community College. Jacksonville is the
                    headquarters for both the Professional Golf Association and
                    Association of Tennis Professionals tours. It is also the
                    home of the newest member of the expanded National Football
                    League, the Jacksonville Jaguars. The team plays in the
                    City's Gator Bowl Stadium, which seats 82,000 after
                    renovation. The area boasts six museums, an active arts
                    association, and one major daily newspaper. In addition, St.
                    Augustine in neighboring St. Johns County to the south is
                    the oldest city in

                                                                              12
<PAGE>
 
                    North America, and features numerous historic buildings and
                    landmarks including the Castillo de San Marcos National
                    Monument.

                    The diversification of the economy has affected development
                    in the Jacksonville area over the past several years.
                    According to Reynolds, Smith and Hills, Inc. (RS&H), a local
                    real estate research and development company, the total
                    inventory of office space in the area in 1990 was 12,436,000
                    square feet. There has been about 1,040,000 square feet of
                    office construction since 1990. Over 5 million square feet
                    of office space has been constructed since 1987, with half
                    in the suburban markets. Most suburban development was
                    intended for single-tenant usage by companies such as
                    Barnett Bank, American Express, CSX, and Blue Cross/Blue
                    Shield. Of these, Barnett Bank developed an 820,000-square-
                    foot nonbanking headquarters facility in a campus-style
                    environment near the intersection of Southside Boulevard and
                    U.S. 1 in southeastern Jacksonville.

                    As of August 1997, the Central Business District (CBD)
                    consisted of 57 buildings with a total of 6,298,533 square
                    feet and a total for Jacksonville of more than 130 buildings
                    with over 13,000,000 square feet, the majority of which are
                    in the Southside (Butler) area at 84 for 5,199,037 square
                    feet. As of August 1997, office announcements indicated
                    eight projects to contain about 876,000 square feet and
                    provide over 3,480 jobs. Additionally seven other projects
                    are to be announced that total over 1.6 million square feet.
                    Companies involved in the announced projects are Atlantic
                    Teleservices, Barnett Banks, Purdential Health Care, Chase
                    Manhatten Corporation, Koger Equity, Gran Central
                    Corporation, and Hallmark Partners.

                    The office market in Jacksonville is active and reports by
                    submarket in the August 15, 1987 issue of Commercial Real
                    Estate indicate a tightening and strong market with new
                    construction justified. Vacancy is now in single digits 
                    city-wide and all submarkets have lower vacancy than one
                    year ago except for one submarket. Rents city-wide have
                    increased $1.50 to $3.00 per square foot from 1996 levels
                    and proposed projects are expected to obtain rents in excess
                    of $20 per square foot.

                    The increasing household income in Jacksonville has
                    attracted a substantial amount of retail development in
                    recent years. Most of this development has occurred in
                    suburban markets on the south side and in the beach
                    communities. In September 1990, The Avenues Mall was
                    completed offering over 1.4 million square feet of retail
                    space at Southside Boulevard and U.S. Highway 1. Food Lion,
                    a North Carolina-based grocery chain, constructed 17 strip
                    centers throughout the Jacksonville area during 1988 and
                    1989. Beach area redevelopment featured the opening of two
                    regional centers known as Sandcastle Plaza and South Beach
                    Center, and several large "power" centers were constructed
                    near two of the regional malls in the area.

                    As of December 31, 1996 the Jacksonville MSA showed total
                    retail sales at $10.155 million, up 30.5 percent since year
                    end 1991. Duval County, which encompasses Jacksonville, had
                    retail sales of 7.644 million or an increase of 26.3 percent
                    since 1991. Based on information from the ULI Market
                                                              ----------
                    Profiles: 1996
                    --------------

                                                                              13
<PAGE>
 
                       [NEIGHBORHOOD MAP APPEARS HERE]

                                        
<PAGE>
 
                    rents for retail space have stabilized since 1987 ranging
                    from $30.00 to $50.00 per square foot per year for enclosed
                    mall space. Typical rent levels for smaller centers
                    experienced a slight increase to a range between $9.00 and
                    $14.00 per square foot. Rental rates for older strip centers
                    range from $4.00 to $8.00 per square foot.

                    Retail development is projected to be stable until vacant
                    space within the market is reasonably absorbed. Residential
                    growth in the northern and middle St. Johns County areas,
                    southside-Intracoastal west, and the Avenue-U.S. Highway 1-
                    Southside Boulevard areas of the city is expected to produce
                    retail activity in these markets. Residential, both single
                    and multi-family remains active in development. The October
                    31, 1997 edition of Homefront identifies over 320 single
                    family developments that are active today.

                    The industrial real estate sector has not experienced the
                    significant vacancy problems incurred by the office and
                    retail markets. This sector is very strong in the
                    Jacksonville area and is experiencing heavy demand for 
                    build-to-suit space from industry entering the market. New
                    construction during 1995 totaled over 1.5 million square
                    feet, a new record high. The major projects in the area
                    include Sara Lee's Coach subsidiary; NatureForm, Inc.; Pilot
                    Pen Corporation; Sally Industries; H.J. Heinz Company's
                    Portion Pac, Inc.; Viking Office Products and a Georgia
                    Pacific expansion. The majority of new construction is
                    taking place in the south and west sides of Jacksonville. As
                    established by the NAIOP report in August 1997, the south
                    side submarket has favorably responded to the one-year
                    supply of space, however, there remains 300,000 square feet
                    within six buildings that has not been leased. Activity for
                    this space has been slow. The west side market continues to
                    grow and is said to be a strong market. The north side
                    submarket is strong with minimal vacancy and the Port
                    Authority is expected to spend about $100 million on airport
                    and seaport capital improvements, which were to begin
                    October 1997. Industrial parks of tradeport and Imeson will
                    benefit most from the expenditures.

                    The apartment market is discussed in the Apartment Market
                    Analysis section that follows.

NEIGHBORHOOD
ANALYSIS            The subject is located on the southeast side of Jacksonville
                    approximately 8 aerial miles from downtown. The neighborhood
                    is generally described as a corridor which runs north/south
                    along Southside Boulevard between J. Turner Butler Boulevard
                    (Florida State Road 202) and Phillips Highway (U.S. Highway
                    1). The east and west boundaries of the neighborhood should
                    be considered to be 1 mile on either side of and parallel to
                    Southside Boulevard to the north of U.S. Highway 1 and south
                    of J. Turner Butler Boulevard.

                    Southside Boulevard is a four-laned divided thoroughfare
                    crossing the city's south and east sides northward from
                    Phillips Highway at its southern end. Through the subject
                    neighborhood, this street has an access road parallel to its
                    west side providing entry to commercial and residential
                    properties on that side of

                                                                              14
<PAGE>
 
                    the street. Major cross streets to Southside Boulevard in
                    this neighborhood include J. Turner Butler Boulevard at the
                    north, Baymeadows Road near the center of the neighborhood,
                    and Phillips Highway at the south end. Each of these three
                    streets is a four-laned roadway and each connects Southside
                    Boulevard traffic to Interstate Highway 95 (1-95) to the
                    west. Southbound traffic on Southside Boulevard is provided
                    access to southbound 1-95 south of Belle Rive Boulevard,
                    while northbound traffic on this interstate is allowed
                    access onto northbound lanes of Southside Boulevard at this
                    same point.

                    The popularity of this neighborhood to residential and
                    commercial/retail users can be directly attributed to its
                    easy access to major employment centers. I-95 to the west
                    provides good access from the neighborhood to the CBD. In
                    addition, several major suburban office and industrial parks
                    are located either within the neighborhood boundaries or
                    within a short distance. Barnett Bank has its nonretail
                    banking headquarters in a campus-style facility within the
                    neighborhood on the west side of Southside Boulevard just
                    south of the I-95 exits. Merrill Lynch has built a regional
                    support facility at the opposite end of the neighborhood at
                    the southeast corner of Southside Boulevard and J. Turner
                    Butler Boulevard. The Southpoint Office Park, a major
                    suburban office location, is situated just 1 mile northwest
                    of this neighborhood at the intersection of I-95 and J.
                    Turner Butler, and the Deerwood Industrial Park is 1 mile
                    west at I-95 and Baymeadows Road.

                    In the retail sector, several neighborhood shopping centers
                    are noted along either side of Baymeadows Road between I-95
                    and Southside Boulevard, and also to the east of Southside
                    Boulevard at Baymeadows Road. The Grande Boulevard center,
                    mentioned in the city analysis above, is situated in this
                    neighborhood at the northwest corner of Baymeadows Road and
                    Southside Boulevard. The most significant new addition in
                    the retail sector of the neighborhood has been The Avenues
                    regional shopping mall, situated at the south end of this
                    neighborhood at the northwest corner of Southside Boulevard
                    and Phillips Highway and also bound by I-95. This regional
                    center has over 1.4 million square feet of enclosed retail
                    space and is anchored by several national retail chain
                    stores. The Avenues Mall has attracted the development of a
                    308,000 square foot community "power" center called
                    Southside Square across the street on Southside Boulevard;
                    this new shopping center features both Mervyn's and Target.
                    A Home Depot has been recently constructed to the north of
                    Southside Square, while a 10-acre development just south of
                    The Avenues along Phillips Highway has also been completed
                    anchored by two fast-food restaurants, a third full-service
                    restaurant, and a Toys `R' Us store.

                    All of this commercial development is supported by the
                    growth in the residential sector of Jacksonville's southeast
                    side over the past decade. The subject neighborhood
                    illustrates this trend with over fifteen apartment and
                    condominium developments developed in the subject
                    neighborhood since 1980. Surveys from over half of the on-
                    site leasing agents in the area typically report physical
                    occupancy rates at these properties at/or over 92 percent.
                    Two golf course

                                                                              15
<PAGE>
 
                    communities, Baymeadows and Deerwood, feature single-family
                    homes typically priced from $150,000 and catering to upper-
                    middle-income home buyers.

                    Despite the growth in the area, about one-third of the land
                    in the neighborhood lies vacant and ready for development.
                    To the south and east of this neighborhood are typically
                    vacant areas; to the north and west lie a mixture of
                    properties from office, retail and industrial properties
                    along Phillips Highway and I-95, to older single and
                    multifamily residential subdivisions. The Duval District
                    provides bus service to children in the neighborhood
                    attending public schools, and the University of North
                    Florida is located about 2 miles northeast of this
                    neighborhood at J. Turner Butler Boulevard and St. Johns
                    Bluff Road. St. Luke's Hospital is about 1 mile northwest of
                    the neighborhood in the Southpoint Office Park. Police and
                    fire protection is provided by the city of Jacksonville.

                    The neighborhood's easy access to all of the supporting
                    facilities mentioned above has made the Southside Boulevard
                    corridor one of the most attractive areas in Jacksonville.
                    Physical occupancy rates in many multifamily developments in
                    this area are above 90 percent. Only one new apartment
                    project was permitted in the neighborhood in 1991, that
                    being two additional phases to the Park Avenues project.
                    There were no new apartment projects permitted in 1992 or
                    1993. This compares to 593 units permitted as of the end of
                    the Second Quarter 1995. No new retail centers are planned
                    as developers concentrate on leasing of new existing space
                    along Southside Boulevard. As the neighborhood becomes more
                    built out, it will likely experience a period of stability
                    as it matures in the long term compared to the period of
                    rapid development this neighborhood enjoyed throughout most
                    of the 1980s.

CONCLUSION          Jacksonville, with a January 1997 U.S. Census Bureau
                    population of 1,025,600 in its MSA, was known in the past as
                    a military and industrial port city at the northeastern end
                    of Florida. However, the employment base has grown and
                    diversified over the past two decades as major banks,
                    insurance companies and medical service industries have
                    opened regional or headquarter offices in the area. This
                    activity has increased the income of area residents and
                    spurred significant job growth through much of the 1980s.
                    Although Jacksonville is not noted as a major tourist center
                    compared to southern areas of Florida, the area has
                    attractive beaches and a redeveloped downtown riverfront
                    area to serve the local population.

                    The diversification of the employment base ignited office
                    development both downtown and in the south side suburbs
                    during the past ten years. Numerous large retail centers
                    have been built in recent years to support the growing
                    Jacksonville area population and income. Major private
                    employers include Barnett Bank, Blue Cross/Blue Shield of
                    Florida, and CSX Transportation. Nonetheless, the city's
                    naval presence, with over 30,000 personnel, still dominates
                    employment in the area.

                                                                              16
<PAGE>
 
                    While new industries and employers such as America Online
                    and AT&T have continued to enter the local employment market
                    with new back-office operation centers, the appraisers
                    anticipate less office development as the focus in the
                    marketplace switches to absorption and renovation of
                    existing vacant space. Bright spots in the Jacksonville real
                    estate market include improving occupancy rates in the
                    apartment market and a relatively low industrial space
                    vacancy rate compared to other industrial markets
                    nationwide.

                    The city of Jacksonville appears to be enjoying a favorable
                    economic climate. Construction permits and absorption of
                    space in some sectors such as single-family residential have
                    increased, while unemployment figures remain low. Although
                    the closing of the Cecil Field Naval Air Station is not
                    favorable, many of the lost jobs could potentially be offset
                    by additions to the area's other two Naval bases and to the
                    reuse plan of Cecil Field. The city's diversifying economic
                    base, good supporting facilities, Florida sunbelt location,
                    and good quality of life should support growth and
                    absorption in all sectors.

                                                                              17
<PAGE>
 
                        [MARKET AREA MAP APPEARS HERE]
<PAGE>
 
                           APARTMENT MARKET ANALYSIS
- --------------------------------------------------------------------------------

                     Information from two surveys was utilized in the analysis
                     of the Jacksonville apartment market analysis. The first is
                     the Apartment Market Survey for Greater Jacksonville,
                     Florida, Second Quarter, 1996 prepared by the Jacksonville
                     Planning and Development Department and the Northeast
                     Florida Apartment Council. The second is the Jacksonville
                     Apartment Market Survey, Third Quarter 1997, published by
                     Vestcor Realty Management, Inc. Most references are made to
                     the survey prepared by the Vestcor Realty Management, Inc.
                     AS THE FIRST SURVEY WAS NOT MADE IN 1997 BY THE PLANNING
                     DEPARTMENT AND NORTHEAST FLORIDA APARTMENT COUNCIL.



                     Construction of apartment projects in Jacksonville during
                     the late 1980s continued but at lower levels each year from
                     1985 through 1989. The credit restrictions by lenders and
                     their regulators following the savings and loan scandals in
                     the mid-1980s contributed to make construction funds
                     scarce for apartment developers nationwide. The chart below
                     illustrates the units constructed per year in Jacksonville
                     since 1985.

<TABLE>
<CAPTION>
                                    YEAR    TOTAL UNITS PERMITTED
                                 ---------------------------------
                                    <S>                     <C>
                                    1985                    5,079   
                                    1986                    4,521
                                    1987                    2,656
                                    1988                    1,949
                                    1989                    1,407
                                    1990                    1,707
                                    1991                    1,170
                                    1992                        0
                                    1993                      278
                                    1994                      912
                                    1995                    1,073
                                    1996                    3,284
                                    1997                      978 
 </TABLE>

                     Source: Jacksonville Planning and Development Department

                     In 1996 3,284 units were permitted for five or more
                     dwelling units. In 1997 there were 978 units permitted. The
                     outlook for future development of apartment projects in the
                     Jacksonville area appears to be good as occupancies are in
                     the 90 percent to 95 percent range and the economy remains
                     healthy. Construction was visible to the appraiser in the
                     south part of Jacksonville.

                     According to the Jacksonville Planning Department, the
                     current number of apartment units existing in the
                     metropolitan area is approximately 54,000. The Planning
                     Department conducts a survey of the city and area apartment
                     market. This survey is done by mail to the owners and/or
                     managers of apartment complexes in Duval County as well as
                     in northern Clay and St. Johns Counties, and the results of
                     the survey are published every quarter year in the
                     department's Apartment Market Survey. The Second Quarter of
                                  -----------------------                       
                     this survey, which is stated to reflect the area apartment
                     market as of the end of June 1996, is the most recent

                                                                              18
<PAGE>
 
                     available; this survey is compiled based on the responses
                     of owners and/or managers of 27 percent of the total
                     existing apartment units in the area. Of the 27 percent or
                     14,575 units, there was a physical occupancy rate of 95.58
                     percent with one bedroom apartments with the highest rate
                     at 96.23 percent and efficiencies with the lowest average
                     occupancy rate this quarter at 92.25 percent. The physical
                     occupancy rates and average monthly rents as of the Second
                     Quarter 1996 are generally higher among those properties,
                     which were built since 1990. The Third Quarter 1997 market
                     survey by Vestcor Realty Management, Inc. reflects the
                     following statistics for average occupancy.

<TABLE>
<CAPTION>
                                          3rd QTR   3rd QTR     CHANGE
                     CATEGORY               1997      1996     IN 1 Year
                   -----------------------------------------------------------
                   <S>                    <C>       <C>        <C>   
                     All units               92.8%      92.2%        0.6%
                     Built before 1979       92.1%      89.2%        2.9%
                     Built 1980--1989        94.0%      95.6%       (1.6%)
                     Built 1990-- 1997       90.1%      92.2%       (2.1%)
</TABLE> 

                     The survey indicates a slight increase in occupancy for all
                     units from one year ago with pre-1979 constructed units
                     receiving the positive occupancy while post 1980 and post
                     1990 construction showed 1.6 to 2.1 percent decreases in
                     occupancy. The major reason for the decrease appears to be
                     home-buying alternatives.

                     The Vestcor apartment market survey includes every
                     apartment community with more than 100 units. They compared
                     the information received from on-site personnel to their
                     electric meter analysis. Properties undergoing renovation
                     or in lease-up were removed from the database. If occupancy
                     data on properties was not consistent with the electric
                     meter analysis, these properties were also removed. The
                     result was a review of 186 apartment complexes containing
                     41,572 units or nearly 70 to 75 percent of the units in the
                     Jacksonville area by a 1996 count.

                     Average monthly rental rates per unit were obtained by
                     Vestcor and are delineated below by year of construction.

<TABLE>
<CAPTION>
                                             3rd Qtr  3rd Qtr    Change
                     Category                  1997     1996    In 1 Year
                   -------------------------------------------------------------
                   <S>                       <C>      <C>      <C>  
                     All units                $ 568    $ 565    +3 -- 0.5%
                     Built before 1979        $ 509    $ 504    +5 -- 1.0%
                     Built 1980--1989         $ 605    $ 596    +9 -- 1.5%
                     Built 1990--1997t        $ 809    $ 791   +18 -- 2.3%
 </TABLE>

                     The Vestcor survey for the First Quarter 1996 reported an
                     average monthly rental rate per unit for the Jacksonville
                     area of $540. This compared to $565 per unit during the
                     Third Quarter 1996 indicates an increase in rental rates
                     during the 6 months from the Vestcor survey is 4.6 percent.

                     The survey indicates a slight monthly rental rate increase
                     for all apartment units surveyed, but increases of 1
                     percent to 2.3 percent for various construction dated
                     classified units. It is important to note that the
                     increases in categories by year built tend to counter the
                     findings of rental increases for all units and indicate
                     that

                                                                              19
<PAGE>
 
                     the increase for all units should be between 1 percent to
                     2.3 percent or on average about 1.65 percent. Secondly, the
                     2nd Quarter 1997 average monthly rental for all units was
                     $574, which would indicate a $6.00 reduction to the 3rd
                     Quarter 1997 average monthly rent of $568.

                     Overall, the Jacksonville apartment market appears to be
                     healthy. Construction permits recorded for 1992 and 1993
                     were at their lowest levels in years, or from a high of
                     5,079 units in 1985 to 0 units permitted for 1992 and 278
                     in 1993. For 1994 and 1995, there were 912 and 1,073 units
                     permitted, respectively. In 1996, there were 3,284 units
                     permitted, while in 1997 there were 978 units permitted.
                     Physical occupancy as of the Third Quarter 1997 was at 92.8
                     percent, which is a drop from 1996, but reflects the new
                     construction. Absorption rates in new apartment projects
                     have remained healthy over the past two years. Vacancies of
                     the various apartment markets range from 3 to 7 percent.
                     The appraisers project that the citywide market should
                     reach a stabilized occupancy of 95 percent between one and
                     two years at this rate of growth.

SUBMARKET ANALYSIS   The subject property is located in the Southside and
                     Southside Boulevard submarkets as defined in the Third
                     Quarter 1996 Apartment Market Survey by Vestcor. They are
                     identified on the map on the facing page.. The submarkets
                     are generally within the Jacksonville City Limits to the
                     south and southeastern City Limit lines.

                     The average occupancy in the Southside Boulevard and
                     Southside submarkets for Third Quarter 1997 was 91.0
                     percent and 93.5 percent respectively. Third Quarter 1996
                     indicated an occupancy of 96.4 percent for the Southside
                     Boulevard submarket and thus indicates a decrease of 5.4
                     percentage points or 5.6 percent. The Southside submarket
                     had a Third Quarter 1996 occupancy rate of 89.1 percent and
                     indicates an increase (for one year) to Third Quarter 1997
                     of 4.4 percentage points or 4.9 percent.

                     An average occupancy by project age for each of the two
                     submarkets is shown below.

<TABLE>
<CAPTION>
 
                                             Southside   Southside
                     Category                  Blvd.
                   ----------------------------------------------------------
                     <S>                     <C>         <C>  
                     Built before 1979         95.7%       93.3%
                     Built 1980--1989          91.5%       94.#5
                     Built 1990--1997          88.0%        ---
                     All Properties            91.0%       93.5%
</TABLE>

                     The lower occupancy in the 1990-1997 built projects
                     reflects the effect of new construction and in the
                     Southside submarket no 1990-1997 built units are shown.

                     Average monthly rent per square foot by project age was
                     identified in the City's various submarkets. Of the eight
                     submarkets, Southside Boulevard has the second highest
                     average monthly rent per square foot at $0.69/SF, second
                     only to the Beach submarket at $0.71 per square foot.
                     Southside submarket is sixth at $0.57 per square foot.
                     Shown below is the average monthly rent per square foot for
                     the two submarkets and the total city.

                                                                              20
<PAGE>
 
<TABLE>
<CAPTION>
                                             Southside                 Total
                      Category                  Blvd.    Southside     City
                    --------------------------------------------------------- 
                    <S>                      <C>         <C>           <C>    
                      Built Pre-1979           $0.54       $0.53       $0.53
                      Built 1980--1989         $0.71       $0.70       $0.68
                      Built 1990-- 1997        $0.72        ---         ---
                      All Properties           $0.69       $0.57       $0.60
 </TABLE>

                     Southside Boulevard and Southside submarkets indicate
                     reasonably comparable monthly rental rates by period of
                     construction, however, since Southside does not have post-
                     1990 construction its overall average monthly rental rate
                     is greatly affected and is $0.12 per square foot per month
                     less than Southside Boulevard's average monthly rent.
                     Although both submarkets influence the subject (it is
                     within the 1980-1989 construction category), its location
                     is actually in the Southside Boulevard submarket.

                     Average apartment rents for the two submarkets in Third
                     Quarter 1996 were $651 per month for the Southside
                     Boulevard area and $523 per month for the Southside area.
                     In the Third Quarter 1997 the average monthly rents were
                     $660 and $528 respectively or increases of 1.4 percent and
                     1.0 percent over the year.

                     The higher physical occupancy and the strong average
                     monthly rental rates relate to the neighborhood's
                     increasing popularity and proximity to major Jacksonville
                     area shopping and employment centers (see preceding
                     City/Neighborhood Analysis section of this report). In
                     addition, the slowdown in construction permits in the area
                     and this submarket, combined with a continuing demand for
                     units in the area will help increase rental rates.

                     We have recognized that a significant portion of the
                     apartment units constructed in the area in recent years
                     were built in or near the subject's submarket. In the area
                     apartment market analysis, a chart was presented which
                     illustrates that the newer apartment properties in the area
                     tend to command the highest rental rates. New apartment
                     units are under construction east and northeast of the
                     subject and in the Ponte Vedra area. Although, these new
                     units bring competition, they also will reflect higher
                     rental rates and with prudent management and proper
                     maintenance, the subject property should compete well for
                     its share of the market.

                     The subject's submarket has exhibited a stabilized
                     occupancy at or above 91 percent, according to the local
                     apartment survey. The subject property has a current
                     physical occupancy of 93.8 percent and is considered to be
                     near the stabilized occupancy level. It is forecasted that
                     the subject will maintain a stabilized occupancy of 95
                     percent throughout the 11-year cash flow period.

                     According to the Vestcor Apartment Market Survey, only 3.60
                     percent of the apartment projects surveyed in this
                     submarket were offering rental discounts to tenants. In the
                     Second Quarter of 1997 apartment projects offering
                     concessions were 13.1 percent and a year ago in the Third
                     Quarter of 1996, 13 percent of the projects surveyed gave
                     concessions. This data is further supported for a
                     strengthening apartment market.

                                                                              21
<PAGE>
 
                            [PLAT MAP APPEARS HERE]
<PAGE>
 
                                 SITE ANALYSIS
- --------------------------------------------------------------------------------

LOCATION             The subject site is located at the northwest corner of
                     Southside Boulevard and Creekfront Road in Jacksonville.
                     This location is on the southeast side of Jacksonville
                     about 8 aerial miles southeast of the Jacksonville Central
                     Business District (CBD) and is about 1/2 mile south of the
                     intersection of J. Turner Butler Boulevard and Southside
                     Boulevard. The site is improved with the Oaktree Village
                     Apartments, which have a street address of 9803 Creekfront
                     Road, Jacksonville, Duval County, Florida.

SIZE AND SHAPE       While a survey of the subject site was not available, a
                     copy of the plat map of the site from the Duval County Tax
                     Office is provided to the reader on the facing page.
                     Information provided by the Duval County Tax Assessor's
                     Office indicates that the site comprises 11.568 acres and
                     is roughly pentagonal in shape. The site has over 1200 feet
                     of frontage along the north side of Creekfront Road and
                     more than 310 feet of frontage on the access road along the
                     west side of Southside Boulevard. The maximum width of the
                     site exceeds 1290 feet, and the maximum depth is more than
                     532 feet.

ACCESS AND           The property is easily visible from both Creekfront Road
VISIBILITY           and Southside Boulevard due to its adequate frontage on
                     both streets. Direct access into the site is provided north
                     from Creekfront Road just west of Southside Boulevard.
                     Creekfront Road is an asphalt-paved two-laned neighborhood
                     thoroughfare, which reaches a dead-end circle after running
                     about 1300 feet west from Southside Boulevard. Three
                     apartment complexes, including the subject, face onto this
                     street.

                     The property is also visible from Southside Boulevard along
                     the east boundary of the subject. Southside Boulevard is a
                     four-laned divided roadway with a two-laned access road
                     along its west side, and is one of the main north/south
                     thoroughfares in southeastern Jacksonville.

LEGAL DESCRIPTION    A full legal description is contained in the Addenda of
                     this report. The subject site is generally described as
                     being an 11.568-acre tract known as Parcels A and B out of
                     Section 24, Township 3 South, Range 27 East, Duval County,
                     Florida.

ZONING               Prior to May 1, 1991, the site was zoned RG-C by the city
                     of Jacksonville. New zoning designations were put in place
                     by the city on that date, with the subject's new zoning
                     designation listed as RMD-E for Residential Medium Density,
                     B District. Both the current and prior designations provide
                     for similar development restrictions, namely to promote
                     multifamily residential uses with a maximum of 20 dwelling
                     units per acre. The subject improvements currently conform
                     to the zoning regulations.

UTILITIES            All utilities are available to the site. Jacksonville
                     Suburban, a private utility supplier, provides water and
                     sewer service to the site; the Jacksonville Electric
                     Authority supplies electric service. Telephone hookups are
                     in place from Southern Bell, along with cable television
                     lines from Continental Cable.

                                                                              22
<PAGE>
 
TERRAIN AND DRAINAGE The subject site is generally level to street grade with a
                     minor rise upward from the center of the site to its
                     eastern end at Southside Boulevard. The site contains three
                     retention lakes and drainage appears to be adequate. A soil
                     survey on the subject site was not available. While the
                     soil appears generally supportive of a wide variety of
                     improvements, the appraiser is not an expert in soil
                     content and was unable to certify this assumption.
                     According to the National Flood Insurance Map 120077-0236D
                     dated August 15, 1989, the site is in Zone X, or in "areas
                     of minimal flooding." Numerous native trees are located on
                     the site; however, no significant obstacles to development
                     of the site (such as rock outcroppings, etc.) were evident.

EASEMENTS AND
ENCUMBRANCES         As stated above, a survey, which would indicate the
                     location of any easements or encroachments on the site, was
                     unavailable. A visual inspection of the property indicated
                     no significant easements or encumbrances, which would
                     adversely affect the marketability of this site.

REAL ESTATE TAXES    The subject site and improvements have the following values
                     assessed by the Duval County Property Appraisers Office in
                     1993, 1994, 1995, and 1996:

<TABLE>
<CAPTION>
                                              1993        1994        1995        1996        1997       
                     ------------------------------------------------------------------------------
                     <S>                <C>         <C>         <C>         <C>         <C>           
                     Total Value        $4,640,841  $4,762,631  $4,655,837  $4,675,405  $5,078,473    
                     Total Taxes            98,729     105,577     102,637     101,937     108,795    
                     Tax Rate per                                                                     
                     $1000 Valuation       21.2739     22.1678     22.0448     21.8028     21.4228    
</TABLE>

                     The breakdown for the tax rate for the subject-taxing
                     district is compared to the 1994, 1995, and 1996 tax rate:

<TABLE> 
<CAPTION> 
                                                           1994           1995          1996      1997  
                                                       -------------------------------------------------
                      <S>                              <C>            <C>           <C>       <C>       
                      County                           $11.2131        11.1196       11.2158   10.9783  
                      School (State Law)                 6.6540         6.6650        7.1154    6.3450  
                      School (Local Board)               2.7600         2.7600        2.9516    2.7800  
                      Inland Navigation                  0.0490         0.0400        0.0380    0.0500  
                      Water Management                   0.4820         0.4820        0.4820    0.4820  
                                                         1.0097         0.9782         -----    0.7875  
                                                       --------       --------       --------  -------  
                      Debt Payments (Voter                                                              
                      Approved)                        $22.1678       $22.0448      $21.8028  $21.4228   
</TABLE> 
 
                     The assessor's parcel number for the subject site is
                     148522-2000-9.

                     The real estate property taxes for the subject are
                     calculated at $108,795 based on the mileage rate and
                     assessed value and a payment date of March 1998. However, a
                     discount from the tax expense is allowed if paid in the
                     four months prior to March. If paid in November 1996, the
                     taxes for the subject are discounted 4 percent. For
                     purposes of this appraisal, we have assumed an early
                     payment of taxes. The real estate taxes in the Income
                     Approach section of this report reflect an approximate 2
                     percent increase over the 1997 property taxes. Real estate
                     taxes for the subject in 1998 have been estimated at
                     $110,760.

                                                                              23
<PAGE>
 
SITE CONCLUSION      The subject property is in southeastern Jacksonville about
                     8 aerial miles southeast of downtown. The parcel contains
                     11.568 acres with level and slightly sloping terrain.
                     Drainage and soil conditions appear to be adequate and
                     supportive of a variety of improvements. All utilities are
                     available. The site is in the Zone X area of minimal
                     flooding. While a survey of the site was not available, no
                     adverse easements or encroachments were noted during a
                     physical inspection of the site. Direct access and
                     visibility is provided from Creekfront Road with additional
                     visibility from Southside Boulevard abutting the site to
                     the east. The property is zoned by the city for multifamily
                     residential uses including apartment and/or condominium
                     development, and appears to be physically suitable for such
                     improvements.

                                                                              24
<PAGE>
 
                                 IMPROVEMENTS
- --------------------------------------------------------------------------------

                     The subject site, a 11.568-acre tract of land, is improved
                     with a two-story apartment project known as the Oaktree
                     Village Apartments. The improvements consist of 160
                     apartment units contained in ten buildings constructed in
                     1986. Also situated on the site is a leasing office, sauna,
                     exterior mail post, deck, swimming poo1 and hot tub
                     surrounded by an iron fence, lighted and fenced tennis
                     court, lake and mechanical shed.

                     There are three basic floor plans for the 160 apartment
                     units. The basic features of these floor plans are as
                     follows:

<TABLE> 
<CAPTION> 
                             No. of                                    
                             Units     Unit Type        Size (SF)    Total NRA
                          ----------------------------------------------------
                             <S>       <C>              <C>          <C>      
                             64         lBR/lBA             796        50,944
                             48         2BR/2BA           1,086        52,128
                             48         2BR/2BA           1,117        53,616
                             ---                          -----       -------
                             160                            979       156,688
</TABLE>                                 

                     As seen in the figures above, the total net rentable area
                     of 156,688 in 160 apartment units results in an average of
                     979 square feet per unit. There are a total of 64 one-
                     bedroom units and 96 two-bedroom units.

                     The land area is 11.568 acres equating to a density of
                     13.83 units per acre. The parking consists of 212 asphalt-
                     paved open spaces or 1.93 space per unit. There appears to
                     be adequate tenant parking.

                     The foundation of the buildings is of concrete slab with
                     wood-studded framing. The exterior walls are of stucco with
                     wood frame trim work, and the roof is pitched with a tile
                     covering. Windows are of single-hung aluminum thermal pane
                     construction, with metal exterior doors. Porches by each
                     exterior front door have an exterior light. Exterior
                     stairwells have metal stairs and supports with concrete
                     risers and landings.

                     The interior finish of each unit has painted gypsum board
                     walls and ceilings. Some walls are accented with decorative
                     wallpaper, and some ceilings feature boxed or other ceiling
                     treatments. Floors have carpeting over pad with tile floors
                     in the kitchen. Batt insulation is located in the walls and
                     ceilings.

                     The kitchen is equipped with wood and fiberboard cabinetry
                     covered with formica countertops and a double stainless
                     steel sink. Appliances are made by General Electric and
                     include a range/oven, vent/hood, microwave oven,
                     dishwasher, disposal, and refrigerator with icemaker. Each
                     unit has an electric water heater with a 40-gallon
                     capacity. The kitchen equipment appears to be original but
                     is considered to be in good condition.

                     Carpet and tile floors are found in the bathrooms, with
                     additional tile around the tub enclosure. The toilet,
                     bathtub, and sink are porcelain, and a formica countertop
                     covers a small vanity. Each bathroom also has a wall mirror
                     and an exhaust fan.

                                                                             25
<PAGE>
 
                     Each of the units has miniblinds, an exterior screened-in
                     patio or deck, and washer and dryer closet equipped with
                     connections. Interior doors are hollow-core wood with some
                     folding closet doors. Each unit is equipped with a fire
                     extinguisher per local fire codes.

                     The mechanical components include standard PVC plumbing
                     pipes with stainless steel fixtures. The units are equipped
                     with electric central heating and air-conditioning which is
                     individually metered. The interior wiring is copper, with
                     125 amps designated per unit and ample electrical outlets.
                     Each apartment is wired for telephone and cable television.

                     Other than the major site amenities stated above, the
                     grounds feature asphalt-paved parking pads and access
                     roadways, concrete sidewalks, an entryway with brick
                     pavers, pole-mounted exterior light fixtures, and retaining
                     walls. The landscaping features numerous native trees as
                     well as decorative planted shrubbery and lawns.

                     The subject improvements appear to be in average to good
                     overall condition. According to information supplied by
                     ConAm Management Corporation, the following capital
                     expenditures are scheduled for the subject in 1998:

<TABLE>
                     <S>                                               <C>
                     Wood decking at pool and bridge..................    3,000
                     Complete irrigation..............................   20,000
                     Sidewalk repairs and some installation...........   10,000
                     Retaining wall repairs...........................   10,000
                     Shower pans and plumbing.........................   72,000
                     Exterior fence repairs and drainage..............    8,000
                     Sight light......................................   15,000

                     Total............................................ $138,000
</TABLE>
 
                     Considering the overall condition of the improvements, we
                     estimate the effective age of the subject property to be
                     equal to the actual age of eleven years.

                                                                             26
<PAGE>
 
                           [FLOOR PLAN APPEARS HERE]
<PAGE>
 
                              SUBJECT PHOTOGRAPHS
- --------------------------------------------------------------------------------


                            [PICTURE APPPEARS HERE]

                    View of unit exterior and parking area


                            [PICTURE APPEARS HERE]

                View of interior street and brick paved bridge
<PAGE>
 
                            [PICTURE APPEARS HERE]

        Interior view of Unit 202 living room, dining area, and kitchen




                            [PICTURE APPEARS HERE]

                       Interior view of Unit 202 kitchen
<PAGE>
 
                            [PICTURE APPEARS HERE]


                       Interior view of Unit 202 bedroom
<PAGE>
 
                             HIGHEST AND BEST USE
- -------------------------------------------------------------------------------
                     The highest and best use of a property must be determined
                     because market value depends upon the property's most
                     profitable use. The Appraisal of Real Estate, Eleventh
                                     ----------------------------          
                     Edition, defines highest and best use as:

                          "The reasonably probable and legal use of vacant land
                          or improved property, which is physically possible,
                          appropriately supported, financially feasible, and
                          that results in the highest value."

                     There are two distinct types of highest and best use. The
                     first type is the highest and best use of the land as if
                     vacant. The second type is the highest and best use of a
                     parcel as improved. This pertains to the use that should be
                     made of the property as it exists.

                     In determining the highest and best use of a site, four
                     items must be considered: possible physical limitations of
                     the site, possible legal or permissible uses, and what
                     uses are financially feasible, and produce the maximum
                     return on the site. A careful neighborhood and site
                     analysis is essential in estimating the highest and best
                     use of the site as if vacant.

                     The following is our analysis of the highest and best use
                     as it pertains to the subject property and according to the
                     four essential tests.

SUBJECT PROPERTY
AS IF VACANT         LEGALLY PERMISSIBLE - Within the scope of a legal analysis,
                     the subject site would be adaptable to multifamily
                     residential uses as limited by its current zoning of RMD-E
                     by the city of Jacksonville. This zoning designation for
                     the site is intended to restrict and promote the
                     development of the subject to medium density residential
                     uses of up to 20 dwelling units per acre.

                     PHYSICAL POSSIBILITY - Many physical characteristics of a
                     site can affect the use to which it can be put. These
                     characteristics can include size, shape, location, road
                     frontage, topography, easements, utility availability,
                     flood plain, and surrounding patterns.

                     The subject site is generally pentagonal in shape and
                     encompasses a total of 11.568 acres, allowing for full
                     physical utilization of the site. The site has over 1,200
                     feet of frontage along the north side of Creekfront Road
                     and more than 310 feet of frontage on Southside Boulevard.
                     The topography of the site is generally level with a slight
                     slope upward from the center of the site to the east.
                     Drainage appears to be adequate. The site is located in
                     Flood Zone "X" which is defined in the previous Site
                     section of this report.

                     The subject's location is on the north side of Creekfront
                     Road at its northwest corner with the access road along the
                     west side of Southside Boulevard. Property uses along
                     Creekfront Road wholly consist of apartment complexes.
                     While the

                                                                              27
<PAGE>
 
                     subject also has frontage on Southside Boulevard, a major
                     area thoroughfare, most of the site's street frontage is
                     along Creekfront Road. Creekfront Road is a two-laned
                     residential street with local traffic which travels
                     east/west from Southside Boulevard at its east end and a
                     dead end about 1,300 feet to the west. The subject has
                     adequate utility capacity, enjoys a relatively good
                     functional size and shape, and is not affected by any
                     adverse easements or restrictions as noted upon inspection.

                     After considering all of the physical characteristics of
                     the site noted above plus other data in the Site section of
                     this appraisal report, physically possible land uses would
                     include a variety of residential development such as
                     apartments, condominiums, cooperatives or townhouses, but
                     are directed to apartment development. The primary
                     deterrents to other types of development were zoning,
                     surrounding land use patterns, and the lack of significant
                     traffic along Creekfront Road.

                     FINANCIAL FEASIBILITY - Financial feasibility is directly
                     proportional to the amount of net income that could be
                     derived from the subject. Rents have slightly increased
                     over the previous 12 months and the apartment market
                     overall appears to be favorable. Area realtors report that
                     near-term prospects for condominium and cooperative units
                     in Jacksonville is less than favorable, although there is
                     limited upscale condominium development occurring. Many of
                     the existing condominium and cooperative units have
                     exhibited depreciating market values over the past several
                     years.

                     After having eliminated all other development from our
                     analysis, the financial feasibility of multifamily
                     development must be tested. The subject site is in the
                     "Southside Boulevard" apartment submarket area and adjacent
                     to the Southside submarket. According to the Vestcor
                     Jacksonville Apartment Market, which is prepared by Vestcor
                     Realty Management, Inc., occupancy for the submarket
                     decreased from 96.4 percent in the Third Quarter 1996 to
                     91.0 percent in the Third Quarter 1997. From those projects
                     responding to the survey, the average rent increased from
                     only $651 to $660 per unit over the one-year period.
                     Through the year 1997, there have been 978 multifamily
                     building permits in the city/area. This is down from the
                     3,284 units permitted in 1996.

                     From the preceding, apartment development appears to be
                     feasible, although the market has some units to absorb.
                     Occupancy rates have decreased during the past year and
                     have remained at 90 percent or greater. Rental rates have
                     risen according to the apartment survey and there has been
                     an increase in apartment building activity in the subject's
                     submarkets indicating that development is feasible. The
                     following reflects apartment development costs on a square
                     foot basis.

<TABLE>
                     <S>                                              <C>
                     Cost to Construct............................... $50.00
                     Land Acquisitions...............................   4.00
                                                                      ------
                        Total Cost of Development.................... $54.00
</TABLE>
        
                                                                              28
<PAGE>
 
                     The preceding discussion indicates that development is
                     feasible for multifamily residential development. As
                     indicated in the Sales Comparison Approach in this report,
                     apartments developed since 1985 reflect sale prices from
                     $28.96 to $75.12 per square foot. The sale prices of new
                     projects ($75.12 S/F) are above the cost of development.

                     MAXIMUM PRODUCTIVITY - After considering the current
                     economic climate and the subject's location and financial
                     feasibility of certain land uses, we are of the opinion
                     that the demand for multifamily apartment units conducive
                     to the subject site would produce the highest net return
                     over the longest period of time. This is due to the
                     subject's location and the popularity of the neighborhood.

                     In summary, the multifamily apartment market has shown
                     increasingly healthy signs during the early to mid-1990s.
                     The site's location near major south side employment
                     facilities, the University of North Florida, The Avenues
                     Mall, and Interstate 95 gives it a large base of
                     prospective rent-paying tenants from which to draw. During
                     1996 and 1997, apartment development is occurring in or
                     near the submarket for the first time since 1991.
                     Therefore, after considering the alternatives, we believe
                     the highest and best use of the site, as vacant, is for
                     multifamily residential development.

SUBJECT PROPERTY
AS IMPROVED          The property, as improved, is tested for two reasons.
                     First, to identify the improvements that are expected to
                     produce the highest overall return per invested dollar, and
                     the second reason is to help identify comparable
                     properties. The four tests or elements are also applied in
                     this analysis to the subject as follows:

                     LEGALLY PERMISSIBLE - Within the scope of a legal analysis
                     the subject property would be adaptable to multifamily
                     residential uses as limited by the zoning of the site by
                     the city of Jacksonville.

                     PHYSICAL POSSIBILITY - Based on the subject's size (11.568
                     acres), configuration (roughly pentagonal), and the
                     improvements' positioning relative to the subject site, it
                     is felt that the subject's improvements employ the maximum
                     use and potential of the site as developed. The subject's
                     density of 13.8 units per acre is in line with the market
                     sales, which reflect a range in density from 9.4 to 27.4
                     units per acre.

                     FINANCIAL FEASIBILITY - The discussion of the financial
                     feasibility of the subject, as if vacant, would also apply
                     to the test as improved. Based on the economic conditions
                     for alternative market segments, it was concluded that the
                     subject's present improvements are satisfactory to fulfill
                     this test.

                                                                              29
<PAGE>
 
                     MAXIMUM PRODUCTIVITY - The test for this element is also
                     from the market. The comparables analyzed suggest that
                     under competent and prudent management, the subject
                     produces an adequate return on market value to substantiate
                     its existence.

                     In conclusion, based on the subject's current use, we have
                     determined that as a multifamily apartment complex it
                     positively contributes to the value of the site, and as a
                     result is presently developed according to its highest and
                     best use. The present improvements are not considered to be
                     the optimum use due to the lack of market project
                     amenities.

                                                                              30
<PAGE>
 
                             APPRAISAL PROCEDURES
- -------------------------------------------------------------------------------

                     Traditionally, three valuation approaches or techniques are
                     used in the appraisal of real estate. These are the Cost
                     Approach, Sales Comparison Approach, and Income Approach.

COST APPROACH        In the Cost Approach, the appraisers obtain an estimate of
                     value by adding to the land value the estimated value of
                     the physical improvements. This value is derived by
                     estimating the replacement cost new of the improvements
                     and, when appropriate, deducting the reduction in value
                     caused by accrued depreciation. According to the Appraisal
                     Institute, the basic principle of the Cost Approach is that
                     buyers judge the value of an existing structure by
                     comparing it to the value of a newly constructed building
                     with optimal functional utility, assuming no undue cost due
                     to delay. Thus, the appraiser must estimate the difference
                     in value between the subject property and a newly
                     constructed building with optimal utility.

                     The Cost Approach was not used as a method of valuation in
                     this appraisal. The Cost Approach is typically the least
                     reliable indicator because cost does not necessarily
                     reflect value. Moreover, estimates of depreciation are
                     difficult to accurately measure in the marketplace, thereby
                     compounding the speculative nature of the opinions derived
                     in the cost method of valuation.

SALES COMPARISON
APPROACH             This approach produces an estimate of value by comparing
                     the subject property to sales and/or listings of similar
                     properties in the immediate area or competing areas. The
                     principle of substitution is employed and basically states
                     when a property is replaceable in the market, its value can
                     be set by the cost of acquiring an equally desirable and
                     comparable property. This technique is viewed as the value
                     established by informed buyers and sellers in the market.

INCOME APPROACH      The measure of value in this approach is capitalization of
                     the net income, which the subject property will produce
                     during the remaining economic life of the improvements.
                     This process consists of two techniques. The first
                     technique estimates the gross income, vacancy, expenses,
                     and other appropriate charges. The resulting net income or
                     net cash flow is then capitalized. The second technique
                     projects the gross income, vacancy, expenses, other
                     appropriate charges, net income, and cash flow over a
                     projected holding period. The resulting cash flow and
                     reversion (future value) are discounted at an appropriate
                     rate and added in order to arrive at an indication of
                     current value from the standpoint of an investment. These
                     methods provide an indication of the present worth of
                     anticipated future benefits (net income or cash flow) to be
                     derived from ownership of the property. Both techniques
                     were utilized in analyzing the subject property.

SUMMARY              The appraisers, in applying the tools of analysis to the
                     valuation problem, seek to simulate the thought process of
                     the most probable decision-maker. The appraisers' judgment
                     concerns the applicability of alternative tools of analysis
                     to the facts of

                                                                              31
<PAGE>
 
                     the problem, the data and information needed to apply these
                     tools, and the selection of the analytical approach and
                     data most responsive to the problem in question.

                     Thus, depending on the type of property appraised or the
                     purpose of the appraisal, one approach may carry more
                     weight or may point to a more reliable indication of the
                     value of the property being appraised than the others. In
                     some instances, because of the inadequacy or unavailability
                     of data, one or two of the approaches may be given little
                     weight in the final value estimate.

                                                                              32
<PAGE>
 
                      [IMPROVED SALES MAP APPEARS HERE]  

<PAGE>
 
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                         JACKSONVILLE AREA
                                                      IMPROVED SALES SUMMARY
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                           CASH EQUIVALENT PRICE
- ------------------------------------------------------------------------------------------------------------------------------------
SALE                                 SALE    CASH EQUIV.  YEAR    NO. OF     NRA     OCCUP.   NOI/SF    PER    PER      OVEALL   
 NO.       NAME/LOCATION             DATE    SALE PRICE   BUILT   UNITS    AVG./SF  AT SALE   /UNIT     SF    /UNIT      RATE   EGIM
- ------------------------------------------------------------------------------------------------------------------------------------
<S>   <C>                           <C>     <C>           <C>     <C>      <C>      <C>       <C>     <C>     <C>      <C>      <C> 
  1   The Links @ Windsor Parke     08/87   $20,500,000   1995     280     296,616    95%     $5.92   $69.11  $73,214   8.56%   7.80
      13700 Sutton Park Dr. North                                            1,059                                             
      Jacksonville, FL                                                           
- ------------------------------------------------------------------------------------------------------------------------------------
  2   San Pablo                     06/97   $ 5,350,000   1974     200     184,750    90%     $3.16   $28.96  $26,750  10.90%   4.56
      14401 Jose Vedra Blvd.                                                   924 
      Jacksonville, FL                                                                                
- ------------------------------------------------------------------------------------------------------------------------------------
  3   Hunter's Ridge (formerly      05/97   $15,200,000   1987     336     294,888    92%     $4.00   $51.54  $45,238   7.76%   6.74
      Oaks of Deerwood)                                                        878
      10100 Baymeadows Road  
      Jacksonville, FL 
- ------------------------------------------------------------------------------------------------------------------------------------
  4   Woodhollow                    04/97   $16,700,000   1986     450     342,162    94%     $4.69   $48.79  $37,111   9.60%   5.47
      1715 Hodges Blvd.                                                        760
      Jacksonville, FL                                                     
- ------------------------------------------------------------------------------------------------------------------------------------
  5   The Courts @ Ponte Vedra      01/97   $19,000,000   1996     253     252,162    95%     $6.26   $75.12  $75,099   8.34%   7.31
      101 Vera Cruz Drive                                                    1,000
      Ponte Vedra, FL                                                                                           
- ------------------------------------------------------------------------------------------------------------------------------------
  6   The Huntington @ Hidden Mills 08/96   $ 7,225,000   1986     224     179,476    98%     $3.85   $40.26  $32,254   9.56%   5.48
      3333 Monument Road                                                       801
      Jacksonville, FL  
- ------------------------------------------------------------------------------------------------------------------------------------
  7   The Antlers                   05/96   $15,000,000   1985     400     327,728    97%     $4.65   $45.77  $37,500  10.20%   5.63
      8433 Southside Blvd.                                                     819
      Jacksonville, FL 
- ------------------------------------------------------------------------------------------------------------------------------------
  8   Westland Park                 05/96   $16,950,000   1989     405     403,010    97%     $4.26   $42.06  $44,852  10.10%   6.01
      6710 Collins Road                                                        995          
      Jacksonville, FL 
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE> 
<PAGE>
 
                           SALES COMPARISON APPROACH
- --------------------------------------------------------------------------------

                    The Sales Comparison Approach is considered a good valuation
                    method in the event that a sufficient number of similar and
                    recent transactions can be found and accurately verified.
                    The key to the Sales Comparison Approach is that a
                    sufficient number of comparable sales be present to reflect
                    an accurate indication of value. In such an event, market
                    value can be derived directly from the sales, since all
                    complexities involved are properly weighed according to
                    their significance to actual buyers and sellers.

                    This approach is based upon prices paid in actual market
                    transactions. It is a process of correlating and analyzing
                    recently sold properties, which are similar to the subject.
                    The reliability of this technique depends upon (a) the
                    degree of comparability of the property appraised with each
                    sale, (b) the length of time since the sale, (c) the
                    accuracy of the sales data, and (d) the absence of unusual
                    conditions affecting the sale.

                    The comparison process must be based on sales, which
                    constitute acceptable evidence of motivations inherent to
                    the market, occurring under similar market conditions, of
                    similar or reasonably similar apartment projects. These
                    projects were selected since they are reasonably similar to
                    the subject property. A map and a summary of the comparable
                    sales can be found on the preceding pages. The transaction
                    dates of the sales used ranged from October 1994 to August
                    1996. Reference is made to the individual sales data
                    included in the Addenda section of this report.

                    SALE 1, known as the Links at Windsor Park Apartments, sold
                    in August 1997 for $20,500,000. There are 280 units totaling
                    296,616 square feet. The property sold at $69.11 per square
                    foot or $73,214 per unit. It was built in 1995 and was in
                    excellent condition. The Links was 90 percent occupied at
                    sale date. It sits on 23.36 acres of land and reflects
                    density at 11.98 units per acre. The property's construction
                    is described as wood frame with wood siding and some stucco.

                    SALE 2, known as the San Pablo Apartments, sold in June
                    1997. It has 200 units and 184,750 square feet. The sales
                    price was $5,350,000 and the property was 90 percent
                    occupied at sale date. Unit prices indicated are $28.96 per
                    square foot and $26,750 per unit. The sale reflected a 10.8
                    percent capitalization rate and was in need of substantial
                    repair and renovation work. The rate is 14,24 acres and the
                    unit density indicated is 14.04 units per acre. The property
                    at sale date was inferior to the subject.

                    SALE 3, known as Hunter's Ridge, (formerly known as Oaks at
                    Deerwood) sold for $15,200,000 or $45,238 per unit in May
                    1987. It has 294,888 square feet and indicates a unit price
                    of $51.54 per square foot. Land area is 34.70 acres and
                    shows unit density at 9.68 units per acre. The
                    capitalization rate was 7.76 percent, however, the property
                    needed some attention and had good upside potential.
                                                                              
                                                                              33
<PAGE>
 
                    SALE 4, known as the Woodhollow Apartments sold in April
                    1997 for $16,700,000 or $48.99 square foot and $37,111 per
                    unit. The property contains 450 units and 342,162 square
                    feet. At date of sale, occupancy was 94 percent and the
                    terms were cash at a $10,350,000 mortgage at 7.5 percent
                    interest due in 7 years, amortized over 25 years. The
                    property has 38.65 acres and indicates a unit density of
                    11.6 units per acre. Construction is wood frame with stucco
                    and wood siding.

                    SALE 5, known as the Courts at Ponte Vedra, is located in
                    Ponte Vedra Beach. It sold in January 1997 for $19,000,000.
                    The property was built in 1996 and has 253 units with
                    252,916 total square feet.. Unit prices indicated by the
                    sale are $75.12 per square foot and $75,099 per unit.
                    Construction is wood frame with stucco and some masonry. The
                    site contains 9.23 acres and indicates a unit density of
                    27.41 units per acre. Capitalization rate at times of sale
                    was 8.34 percent and the project had 95 percent occupancy.

                    SALE 6, known as the Huntington at Hidden Mills, (formerly
                    known as Cozumel), sold for $40.26 per square foot net
                    rentable area or $32,254 per unit in August 1996. The sale
                    price was $7,225,000. The property contains 14.92 acres and
                    has a unit density of 15 units per acre. There are 179,476
                    square feet of rentable area within 224 units. The average
                    unit size is 801 square feet. Approximately 98 percent of
                    the units were occupied at the time of sale. The sales price
                    of $7,225,000 was adjusted upward by $350,000 for a re-
                    plumbing required and was a credit given by the seller.

                    SALE 7 is the Antlers containing 400 units and 527,728
                    square feet of rentable area. The average size of a unit is
                    819 square feet. Developed in 1985, the project is situated
                    42.51 acres of land and has a unit density of 9.4 units per
                    acre. The property sold in May 1996 for $45.77 per square
                    foot net rentable area or $37,500 per unit and totaled
                    $15,000,000. At the time of sale the units were 97 percent
                    physically occupied.

                    SALE 8 sold in May 1996 for $16,950,060 which is equivalent
                    to $42.06 per square foot net rentable area or $41,852 per
                    unit. The project, Westland Park, was built in 1989/90 and
                    contains 405 units and 403,010 square feet of rentable
                    space. The average unit size is 995 square feet. Unit
                    density for this property is 14.9 units per acre. Occupancy
                    at the time of sale was reported at 97 percent.

                    In lieu of specific adjustments, we compared the improved
                    sales based on the net operating income (NOI) per square
                    foot and per unit. This method presents a comparison based
                    on the income which a property is capable of generating.
                    Theoretically, the NOI takes into consideration the various
                    factors, which influence value such as quality, size,
                    amenities offered, location, condition etc. Thus, these
                    differing factors can be reduced to the common denominator
                    of net operating income.

                                                                              34
<PAGE>
 
<TABLE> 
<CAPTION> 
======================================================================
                      Sales Comparison - NOI Adjustments
                      ----------------------------------

 
          Sale   Sale              Subject      Adjust.    Adjust.         
          No.  Price/SF   NOI/SE    NOI/SF      Factor    Price/SF   
          ---  --------   ------    ------      ------    --------      
          <S>  <C>        <C>      <C>         <C>       <C>               
          1     $ 69.11   $ 5.92    $ 3.84     0.646465  $    44.68        
          2     $ 28.96   $ 3.16    $ 3.84     1.215190  $    35.19        
          3     $ 51.54   $ 4.00    $ 3.84     0.960000  $    49.48        
          4     $ 48.99   $ 4.69    $ 3.84     0.818763  $    40.11        
          5     $ 75.12   $ 6.26    $ 3.84     0.613419  $    46.08        
          6     $ 40.26   $ 3.85    $ 3.84     0.997403  $    40.16        
          7     $ 45.77   $ 4.65    $ 3.84     0.825806  $    37.80        
          8     $ 42.06   $ 4.26    $ 3.84     0.901408  $    37.91         
                                                                      
                                   Mean=                      41.43       
                                                                       
                                   Value @ mean          $6,491,584   
    
          Sale    Sale              Subject     Adjust.     Adjust.      
          No.  Price/Unit NOI/Unit  NOI/Unit    Factor    Price/Unit
          ---  ---------- --------  --------    ------    ----------
          1     $73,214   $6,267     3,756     0.599330      43,879        
          2     $26,750   $2,916     3,756     1.288066      34,456        
          3     $45,238   $3,510     3,756     1.070085      48,409        
          4     $37,111   $3,562     3,756     1.054464      39,132        
          5     $75,099   $6,263     3,756     0.599713      45,038        
          6     $32,254   $3,083     3,756     1.218294      39,295        
          7     $37,500   $3,811     3,756     0.985568      36,959        
          8     $41,852   $4,240     3,756     0.885849      37,075         
                                                                      
                                   Mean =                $   40,530       
                                   Value @ mean          $6,484,800        
======================================================================
</TABLE>
<PAGE>
 
                     The various sales reflected NOIs per square foot ranging
                     from $3.16 to $6.26 and NOIs per unit ranging from $2,916
                     to $6,267. The subject NOI (without reserve expenses) has
                     been approximated at $3.84 per square foot or $3,756 per
                     unit from the first year of the Discounted Cash Flow
                     analysis in the Income Approach section of this report.

                     To estimate an adjustment for each sale, the subject's NOI
                     has been compared to the individual NOI of the comparable
                     sales. The adjustments should account for all the various
                     physical and economic differences in each improved property
                     sale as income is a function of the current market. Market
                     conditions should reflect perceived risk, or other factors,
                     which may affect value. Time differences do not need
                     further adjustment as any drop in value would theoretically
                     be the function of a drop in income. There would need to be
                     an adjustment for age in order to recognize differences in
                     the length of the income streams. The chart on the facing
                     page presents the adjustment process for NOI per square
                     foot and NOI per unit.

                     After adjustment, the sales range in price from $35.19 to
                     $49.48 per square foot and $34,456 to $48,409 per unit. The
                     simple average adjusted prices (not weighted) per square
                     foot and per unit of the comparable sales was calculated at
                     $41.43 and $40,530, respectively. Applying an age
                     adjustment based on square foot area and number of units
                     indicates value at $37.66 per square foot and $37,058 per
                     unit

                     156,688 SF at $37.66/SF, Rounded.................$5,900,000
                     160 units at $37,058/unit....................... $5,930,000

                     A second method of comparison is by use of the effective
                     gross rental multiplier (EGRM). In this analysis, the
                     subject's effective gross income is multiplied by a factor
                     estimated from the sales to derive an indication of value.
                     The sales utilized in this analysis reflect EGRMs ranging
                     from 4.56 to 7.80 as shown on the following facing page.
                     Expense ratios range from 33.26 to 50.27 percent. From the
                     DCF analysis in the Income Approach, the subject is
                     estimated to have a 47.32 percent operating expense ratio
                     (excluding reserves) in the first year of the holding
                     period. This is most similar to Sales 3, 4, and 6. These
                     sales have EGRMs ranging from 5.47 to 6.74 with expense
                     ratios from 47.45 to 47.70 percent.

                     Sales 4 and 6 were apartments built in 1986 and Sale 3 was
                     built in 1987. Most emphasis was placed on Sales 4 and 6.

                     Based on the preceding analysis, an EGRM for the subject
                     has been estimated at 5.60 resulting in a total value
                     indication as follows:

                     $1,151,639 x 5.60, Rounded......................$6,450,000

                                                                              35
<PAGE>
 
<TABLE> 
<CAPTION> 
================================================================

                SALES COMPARISON - EGRM ANALYSIS

- ----------------------------------------------------------------
              EFFECTIVE       EFFECTIVE GROSS       OPERATING
SALE NO.  GROSS REVENUE/SF   REVENUE MULTIPLIER   EXPENSE RATIO
- ----------------------------------------------------------------
<S>       <C>                <C>                  <C> 
  1             $ 8.86               7.80             33.26%  
  2               6.35               4.56             50.27% 
  3               7.65               6.74             47.70% 
  4               8.92               5.47             47.45% 
  5              10.27               7.31             39.00% 
  6               7.35               5.48             47.63% 
  7               8.13               5.63             42.80% 
  8               7.00               6.01             39.14%  
================================================================  
</TABLE> 
<PAGE>
 
                     The NOI per square foot and per unit methods presented a
                     value indication between $5,900,000 and $5,930,000 and the
                     effective gross income multiplier method indicated a value
                     of $6,450,000. Weight has been given to all methods with
                     emphasis on the method using net operating income because
                     these methods reflect both income and expense information.
                     The EGRM method was used as support. From the proceeding, a
                     value for the subject is estimated at $6,200,000. From
                     this, a deduction for capital expenditures of $138,000 is
                     made as follows:

                                    Indicated Value              $6,200,000
                                    Less: Capital Expenditures     (138,000)
                                    "As Is" Value                $6,062,000

                                                  Rounded        $6,050,000

                     Therefore, it is our opinion that the leased fee market
                     value of the subject property based on the indication
                     provided by the Sales Comparison Approach, all cash, on an
                     "as is" basis as of November 30, 1997, is

                         SIX MILLION FIFTY THOUSAND DOLLARS
                                   ($6,050,000)
                                        
                                                                              36
<PAGE>
 
                   [MAP OF COMPARABLE RENTALS APPEARS HERE]
<PAGE>
 
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                     RENT COMPARABLE ANALYSIS 
- ------------------------------------------------------------------------------------------------------------------------------------
COMP.                              YEAR    NO.    NRA      AVERAGE      1996          1997                    SQUARE  1997 MONTHLY  
 NO.   NAME OF PROJECT            BUILT   UNITS   (SF)    UNIT SIZE  OCCUP. RATE  OCCUP. RATE  FLOOR PLANS     FEET      RATE       
- ------------------------------------------------------------------------------------------------------------------------------------
<S>    <C>                        <C>     <C>    <C>      <C>        <C>          <C>          <C>            <C>     <C>  
 1     Lakeside Apartments        1984     416   344,192     827         96%           94%       1BR/1BA        625      $489 
       8700 Southside Blvd.                                                                      1BR/1BA        714       539
                                                                                                1BR/1BA/SR      814       559
                                                                                                 2BR/2BA        951       639
                                                                                                 2BR/2BA      1,003       679
                                                                                                2BR/2BA/SR    1,052       659
                                                                                                2BR/2BA/SR    1,162       699
- ------------------------------------------------------------------------------------------------------------------------------------
 2     Cypress Lakes Apts.        1984     276   247,000     895         97%           96%       lBR/1BA        750      $575 
       10200 Belle Rive Blvd.                                                                    2BR/2BA        950       665   
                                                                                                 2BR/2BA      1,150       715
- ------------------------------------------------------------------------------------------------------------------------------------
 3     Sandpiper Apartments       1986     376   288,017     766      90-95%           90%       lBR/1BA        501      $480
       9536 Princeton Square                                                                     lBR/1BA        602       540   
       Blvd.                                                                                     lBR/1BA        722       585   
                                                                                                 2BR/1BA        818       630
                                                                                                 2BR/2BA        959       670
                                                                                                 2BR/2BA      1,088       795 
- ------------------------------------------------------------------------------------------------------------------------------------
 4     Green Tree Place           1987     352   298,720     848       N/A             94%       1BR/1BA        550    $505-520
       9480 Princeton Square                                                                     1BR/1BA        650     526-541
       Blvd.                                                                                     1BR/1BA        802     566-581  
                                                                                                 2BR/1BA        900     594-606
                                                                                                 2BR/2BA      1,020     636-646  
                                                                                                 2BR/2BA      1,100     671-686
- ------------------------------------------------------------------------------------------------------------------------------------
       Oaktree Village Apts.      1984           156,688     979      95.6%          93.7%       1BR/1BA        796    $530-540
       9803 Creekfront Road                                                                      2BR/2BA      1,086     625-635
       SUBJECT                                                                                   2BR/2BA      1,117     675-685
====================================================================================================================================


<CAPTION> 
- -----------------------------------------------------------------------------------
                            RENT COMPARABLE ANALYSIS 
- ----------------------------------------------------------------------------
        1997                                                            
      RENT/SF     AMENITIES/COMMENTS                                    
- ----------------------------------------------------------------------------
<S>               <C>   
      $0.782      Washer/dryer in units, miniblinds, fireplaces,        
       0.755      outdoor utility closet, swimming pools, tennis      
       0.687      courts, jacuzzi, sauna, exercise/weight room,         
       0.672      club room, volleyball court, lake                     
       0.677                                                            
       0.626                                                            
       0.602                                                             
- ----------------------------------------------------------------------------
      $0.767      Washer/dryer connections, miniblinds,              
       0.700      fireplaces, ceiling fans, outdoor utility closet,  
       0.622      wet bars, pools, tennis courts, exercise/weight    
                  room, jogging trail, racquetball court, club       
                  room, laundry facility, lake                        
- ----------------------------------------------------------------------------
      $0.958      Washer/dryer connections, wood burning                              
       0.897      fireplaces, vertical blinds, screened-in patios,            
       0.810      tennis court, 2 pools & hot tub, car wash area &    
       0.770      vacuum, playground, controlled access gate, 1               
       0.669      month free rent on 12 month lease.                           
       0.731
- ----------------------------------------------------------------------------
$0.918-0.945      Fitness center, tennis courts, swimming pools &
 0.809-0.832      jacuzzi, volleyball court, playground, car wash, 
 0.706-0.723      controlled access gates, intrusion alarms,
 0.660-0.673      washer/dryer, vaulted ceilings, fireplaces,
 0.624-0.633      ceiling fans, bay windows.
 0.610-0.624
- ----------------------------------------------------------------------------
$0.666-0.678      Washer/dryer connections, miniblinds, outdoor
 0.576-0.585      utility closets, pool, tennis court, hot tub,                
 0.604-0.613      clubroom, lakes
============================================================================
</TABLE> 
<PAGE>
 
                                INCOME APPROACH
- --------------------------------------------------------------------------------
                                        
                     In estimating the market value of the subject property, one
                     method used by the appraisers was the Income Approach. The
                     Income Approach to value is predicated on the assumption
                     that there is a definite relationship between the amount of
                     net income a property will earn and its value. Ultimately,
                     the Income Approach seeks to estimate the present worth of
                     an anticipated net income stream based on an analysis of
                     its quality, quantity, and duration. In accordance with the
                     principle of substitution, a prudent investor would pay no
                     more to receive an income stream from a specified property
                     than any other property producing an equally desirable
                     income stream.

                     Typically, the first step in the Income Approach is to
                     estimate the potential gross income according to market
                     rent. Market rent means the "going rent" in the
                     neighborhood based on past history and present conditions.
                     Vacancies are then deducted to arrive at effective gross
                     income. Estimated annual expenses are deducted from the
                     effective gross income, resulting in an indication of net
                     operating income before debt service. From the estimated
                     net annual income, annual debt service (if applicable) is
                     subtracted to obtain annual cash flow to equity. This cash
                     flow can be capitalized into an indication of equity value
                     by direct capitalization utilizing an overall equity rate,
                     or if debt does not exist, an overall capitalization rate.
                     It may also be projected into the future over a selected
                     but appropriate holding period, and discounted along with
                     the anticipated equity reversion at the market discount
                     rate and added in order to arrive at the net present equity
                     value for the subject property. Since our valuation is on a
                     cash basis, no mortgage was considered. In either method,
                     the present mortgage balance (if applicable) would be added
                     to the equity value to obtain the total value of the
                     property. The appraisers have utilized both methods in
                     valuing the subject property on an all cash basis.

ESTIMATED GROSS
RENTAL INCOME        Income for the subject property is produced by rental
                     income from the various rental units, as well as any
                     laundry income, pet deposits, forfeited security deposits,
                     and miscellaneous income. Information provided by the on-
                     site leasing agents indicated the subject's current rent
                     schedule to be as follows:

<TABLE> 
<CAPTION> 
                                  BASED ON "RESIDENT PAYS UTILITIES"
                     -----------------------------------------------------------
                      UNIT   TYPE   UNITS  SIZE (SF) RENT/MO. RENT/SF  MO. TOTAL
                     -----------------------------------------------------------
                     <S>    <C>     <C>   <C>        <C>      <C>      <C>
                       A    lBR/1BA   64    796       $535    $0.672    $34,240
                       B    2BR/2BA   48  1,086        630     0.580     30,240
                       C    2BR/2BA   48  1,117        680     0.609     32,640
                                     ---                                -------
                                     160                                $97,120
 
</TABLE>

                     These rents have been compared to closely located and
                     similarly designed apartment complexes in the subject's
                     neighborhood area. For the purpose of this analysis, we
                     have considered four apartment complexes that were
                     identified by management and found by the appraiser to be
                     most comparable. They range in

                                                                              37
<PAGE>
 
                     total unit size from 276 to 416 units and in occupancy from
                     90 to 96 percent. These comparable rentals are summarized
                     on a previous page.

                     All of the comparables surveyed were located within the
                     subject's immediate vicinity. Each is comparable to the
                     subject overall, particularly in terms of overall physical
                     condition, unit size, rental rates, and the amenities
                     offered. These comparables indicate an average effective
                     rental rate range from $0.602 to $0.81 per square foot per
                     month.

                     On the table on the facing page, each of the subject's
                     three floor plans is compared to similar floor plans
                     obtained from the rent comparables. All of the comparable
                     rentals have at least average project amenities for an
                     apartment in this market which include a pool, tennis
                     court, clubhouse, hot tub/jacuzzi, and landscaped grounds.
                     Apartments which have project amenities, which are rated
                     "good" on this chart additionally have a car wash stand,
                     indoor racquetball courts, basketball court, and/or
                     volleyball area. Unit amenities for standard or average
                     apartment units include typical built-in kitchen
                     appliances, miniblinds, a fireplace, a patio or deck, and
                     average finish. Good unit amenities on a given apartment
                     unit also include a microwave oven, washer and dryer,
                     vaulted ceilings and ceiling fans, and/or burglar alarms.

                     According to the Rent Analysis summary, the subject's Plan
                     A is most comparable to the units offered at Lakeside. This
                     plan is also similar to the one-bedroom unit at Cypress
                     Lakes. These comparables range in monthly rental asking
                     prices from $539 to $575 or from $0.755 to $0.767 per
                     square foot. The subject's Plan A has average asking rents
                     of $535 per unit or $0.672 per square foot. The subject's
                     rent is on the low end of the range of those for Plan A of
                     the comparable properties. This is due to the superior
                     amenities of the comparable properties. Additionally, the
                     subject units' rent for $530 and $540 per month for
                     downstairs and upstairs units respectively

                     Plan B containing 1,086 square feet from the subject is
                     also most similar in size and amenities to similar two-
                     bedroom units displayed from Lakeside. This comparable unit
                     has a monthly rental rate of $679 or $0.677 per square
                     foot. Plan B has average asking rents of $630 per month or
                     $0.58 per square foot. Thus, the current asking rent is
                     below the per square foot range provided by the rent
                     comparables. This again is due to the superior amenities of
                     the comparables and again the subject rent differs from up
                     or down units.

                     The subject's largest plan, Plan C, with 1,117 square feet
                     has an average asking rent of $680 per month or $0.609 per
                     square foot. This plan is most similar in size and
                     amenities to the two-bedroom plans from Lakeside and
                     Cypress Lakes. These comparable units range in monthly
                     rental amounts from $699 to $715, which equates to $0.602
                     to $0.622 per square foot. Each has a higher rent per
                     square foot than the subject because of superior amenities.

                                                                              38
<PAGE>
 
<TABLE> 
<CAPTION> 
===============================================================================================
 
                                  SUBJECT-RENT ANALYSIS
                                     OAKTREE VILLAGE
- -----------------------------------------------------------------------------------------------
                                     UNIT           AVG.         AVG. MONTHLY   PROJECT/UNIT
                    UNIT TYPE      SIZE (SF)      RENT/MONTH       RENT/SF        AMENITIES
- -----------------------------------------------------------------------------------------------
<S>                 <C>            <C>            <C>         <C>               <C> 
SUBJECT             1BR/1BA          796             $535          $0.672       Average/Average
Lakeside            1BR/1BA          714              539           0.755         Good/Average
Cypress Lakes       1BR/1BA          750              575           0.767       Average/Average
Sandpiper           1BR/1BA          722              585            0.81         Good/Good
Green Tree Place    1BR/1BA          802          566-581     0.706-0.723         Good/Good
- -----------------------------------------------------------------------------------------------
SUBJECT             2BA/2BA        1,086              630           0.580       Average/Average    
Lakeside            2BR/2BA        1,003              679           0.677         Good/Average      
Cypress Lakes       2BR/2BA        1,052              659           0.626       Average/Good     
Sandpiper           2BR/2BA        1,088              795           0.731         Good/Good       
Green Tree Place    2BR/2BA        1,020          636-646     0.624-0.633         Good/Good        
- ------------------------------------------------------------------------------------------------
SUBJECT             2BR/2BA        1,117              680           0.609       Average/Average     
Lakeside            2BR/2BA        1,162              699           0.602         Good/Average          
Cypress Lakes       2BR/2BA        1,150              715           0.622       Average/Good          
Green Tree Place    2BR/2BA        1,100          671-686     0.610-0.624         Good/Good            
=================================================================================================
</TABLE>  
<PAGE>
 
                     There are currently ten vacant units in the subject
                     complex. This equates to a current physical occupancy rate
                     of 93.7 percent. Physical occupancy one year ago was 95.6
                     percent. These numbers indicate a downward movement in
                     physical occupancy for the subject property.

                     Economic occupancy is estimated near 90 to 91 percent,
                     however, because actual fiscal year-end information was not
                     available and there were 2 months of budgeted projections,
                     a true economic occupancy cannot be ascertained. The most
                     recent leases for Plans A, B, and C indicate that the
                     subject is obtaining the quoted rental rates. Therefore, we
                     estimate that the current quoted rental rates for the
                     subject are indicative of market rates.

                     After considering the subject's physical occupancy and
                     actual rates the projected market rental rates for the
                     subject are summarized below.

<TABLE> 
<CAPTION> 
                                  BASED ON "RESIDENT PAYS UTILITIES
                     UNIT   TYPE    UNITS SIZE   TOTAL   RENT/   MO.    RENT/
                                          (SF)   (S/F)   MONTH  TOTAL   SF/MO.
                     -----------------------------------------------------------
                     <S>   <C>      <C>   <C>    <C>     <C>    <C>     <C>
                       A   1BR/1BA    64    796  50,944    $535  $34,240  $0.672
                       B   2BR/2BA    48  1,086  52,128     630   30,240   0.580
                       C   2BR/2BA    48  1,117  53,616     680   32,640   0.609
                                     ---  ----- -------    ----  -------  ------
                                     160    979 156,688    $607  $97,120  $ 0.62
</TABLE>
                     Gross Annual Rental Income: $97,120 x 12 months = 
                     $1,165,440
                     

                     Our cash flow analysis, as well as our direct
                     capitalization method, indicates a gross rental income of
                     $1,188,749. This figure is the result of a 2 percent
                     increase in rental rates during the first year of our
                     projection period.

OTHER INCOME         In addition to rental income from apartments, other income
                     is generated by laundry and vending machines, forfeited
                     security deposits, pet deposits, late charges, and
                     application fees. Other Income in 1990 was reported at
                     $50,132 or $0.32 per square foot. This figure fell by over
                     30 percent during 1991 to $0.22 per square foot or a total
                     of $33,735. For 1992, other income totaled $38,020 or $0.24
                     per square foot. Figures for 1993 show a total of $29,681
                     or $0.19 per square foot. For 1994 and 1995, other income
                     was $28,598 and $23,882 or $0.18 and $0.15 per square foot,
                     respectively. Figures for annualized 1996 amount to $18,714
                     ($0.12 per square foot) and actual and budgeted other
                     income for 1997 ranges between $19,061 to $21,833. Based on
                     our experience with similar type properties and the actual
                     performance of the subject property it is our opinion that
                     other income in the amount of $0.15 per square foot is
                     typical for a project such as the subject. This equates to
                     a total "Other Income" of $23,503 in the first fiscal year
                     of our projected cash flow as well as in the direct
                     capitalization method.

                     From this we have arrived at our estimate of scheduled
                     gross income as if 100 percent occupied for the beginning
                     of the first fiscal year of our projection period:

                                                                              39
<PAGE>
 
<TABLE> 
<CAPTION> 
====================================================================================================================================

                                                      SUBJECT - EXPENSE ANALYSIS
                                                      OAKTREE VILLAGE APARTMENTS
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>        <C>       <C>        <C>     <C>     <C>    <C>       <C>     <C>      <C>
Comparable No.                     1         2         3                                SUBJECT PROPERTY
Year Built                      1986      1984      1985                                        1984
Net Rentable Square Feet     100,750   142,792   117,980                                     156,688
Number of Units                  110       120       124                                         160
Average Unit Size                916     1,190       951                                         979
- ------------------------------------------------------------------------------------------------------------------------------------

                            1996        1996      1996        1993       1994      1995      1996-YTD      1997-YTD  BTM PROJECTIONS
                           ACTUAL      ACTUAL    ACTUAL      ACTUAL     ACTUAL    ACTUAL    ANNUALIZED    ANNUALIZED   FIRST YEAR 
                            PSF         PSF       PSF         PSF        PSF       PSF        PSF            PSF     ENDING 11/30/98
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                                                     /SF     /UNIT
====================================================================================================================================

EXPENSES
 Real Estate Taxes          $   0.80  $   0.72  $   0.71     $ 0.63    $ 0.65    $ 0.64    $   0.65     $ 0.69     $0.71   $  692
 Insurance                      0.18      0.16      0.16       0.08      0.12      0.13        0.13       0.13      0.16      159   
 Operating Expenses             0.68      0.55      0.65       0.70      0.72      0.64        0.70       0.69      0.75      731   
 Utilities                      0.94      0.68      0.86       0.57      0.58      0.61        0.63       0.70      0.65      631   
 Repairs & Maintenance          0.58      0.52      0.43       0.49      0.36      0.47        0.59       0.53      0.54      530   
 Contract Services              0.21      0.21      0.30       0.17      0.16      0.18        0.17       0.18      0.18      180   
 Management                     0.37      0.34      0.39       0.29      0.30      0.31        0.32       0.32      0.37      360   
 General Administrative         0.18      0.15      0.18       0.09      0.12      0.14        0.17       0.15      0.16      159   
                            --------  --------  --------     ------    ------    ------    --------     ------     -----   ------   

Total Expenses              $   3.94  $   3.33  $   3.74     $ 3.03    $ 3.01    $ 3.12    $   3.36     $ 3.39    *$3.52  *$3,442   
====================================================================================================================================
</TABLE>

* There may be differences due to rounding
<PAGE>
 
                               Gross Rental Income           $1,188,749
                               Other Income                      23,503
                                                             ----------
                               Total Potential Gross Income  $1,212,252


VACANCY AND COLLECTION
LOSS ESTIMATE            In a stable market, vacancy and collection loss for an
                         apartment complex will be in the 3 to 10 percent range.
                         This covers the time lag during re-leasing and normal
                         refurbishing of apartment units and the loss of income
                         resulting from bad debt or other vacancies. The
                         subject's current 93.7 percent physical occupancy is
                         above the approximate 91.0 percent Third Quarter
                         physical occupancy rate enjoyed by the Southside
                         Boulevard submarket. The subject's occupancy is nearly
                         comparable to the Third Quarter 92.8 percent citywide
                         rate in the Jacksonville area. The subject property has
                         a current economic occupancy rate of 90 to 91 percent,
                         which is considered near stabilized occupancy for the
                         subject. A 95.0 percent stabilized economic occupancy
                         has been utilized for the subject during the holding
                         period and no deduction is taken for rent loss as the
                         stabilized occupancy is believed achievable in year 1.

EXPENSE ANALYSIS         The various expenses necessary in the operation of the
                         subject have been estimated including fixed expenses,
                         operating expenses, and reserves for replacement.
                         Proper appraisal technique demands that an appraiser
                         rely on typical expenses as opposed to actual expenses,
                         which may vary according to management or special
                         circumstances that may not persist. In addition, the
                         total expenses per square foot should be within a range
                         typical for similar projects. Reserves for replacement
                         are estimated based on age, condition, and construction
                         quality. It is re-emphasized that all income, as well
                         as expense estimates, are based on the assumption of
                         competent and prudent management.

                         We have based our estimate of projected expenses on
                         comparable apartment projects located in the subject
                         area, as well as the actual historical performance of
                         the subject property. The following Expense Analysis
                         Chart on the facing page summarizes the actual and/or
                         annualized 1996 expenses reported by three (3)
                         "individually metered" projects, as well as the subject
                         property's actual 1993, 1994, 1995, and 1996 expense
                         figures. The 1997 actual and budget figures were not
                         available to the appraisers at the time of the report,
                         however, the 1997 expenses were annualized and are
                         shown in the chart on the facing page. Bach Realty
                         Advisors' estimated expenses for the subject property
                         in Fiscal Year 1998 are also displayed.

                         Based upon the analysis of the comparables, we have
                         developed the following expense estimates for the
                         subject.

                         REAL ESTATE TAXES - The Oaktree Village Apartments are
                         subject to the taxing authorities of Duval County. The
                         county distributes the tax receipts from property
                         owners to different authorities as specified in the
                         Site section of this report. The subject's 1997
                         assessed value is $5,078,473,405 the total tax
                         liability is $108,795 or $0.69 per square foot. After
                         examining the tax liabilities of the comparables used
                         in our expense analysis (which exhibited a range from
                         $0.73 to $1.09 per

                                                                              40
<PAGE>
 
                         square foot), we have reflected the actual 1997 real
                         estate taxes plus an approximate 2 percent inflation
                         factor in our estimate of the 1998 taxes. Thus, real
                         estate taxes have been estimated at $0.71 per square
                         foot or $692 per unit and totaling $110,760. This
                         amount is increased at a rate of 4 percent per year
                         throughout our projection period.

                         INSURANCE - For the first fiscal year, we have
                         estimated insurance at a market cost of $0.162 per
                         square foot or $25,418. All of the expense comparables
                         utilized exhibit a range of insurance costs from $0.16
                         to $0.18 per square foot for 1995. The subject's actual
                         insurance costs have been fluctuating from $0.08 to
                         $0.13 per square foot since 1993. The annualized 1996
                         insurance costs are projected at $0.13 per square foot.
                         The appraisers believe that the insurance expense for
                         the subject is appropriate and is generally supported
                         by the expense comparables. The expense per unit is
                         $159. Insurance expense is increased 4 percent annually
                         for the duration of the holding period.

                         OPERATING EXPENSES - This category includes salaries
                         for office managers and leasing agents, maid services,
                         payroll taxes and FICA, security, advertising, and
                         promotional items. The subject's actual figures for
                         1993, 1994, 1995, and 1996, were $0.70, $0.72, $0.64,
                         and $0.70 per square foot, respectively. The annualized
                         1997 operating expense is $0.69 per square foot. The
                         expense comparables indicate a range of operating
                         expenses from $0.55 to $0.68 per square foot. Based on
                         the subject's historical expenses and a comparison of
                         operating expenses of comparable properties, the
                         appraisers have estimated a 1997 year operating expense
                         of $116,948 which is equivalent to $0.75 per square
                         foot or $731 per unit. This expense is expected to
                         increase 4 percent annually throughout our projection
                         period.

                         UTILITIES - The expense comparables' 1996 utility
                         expenses have a range from $0.68 to $0.94 per square
                         foot. The subject's annualized 1996 year-to-date
                         expense is $0.63 per square foot. The 1997 expense is
                         $0.70 per square foot. This expense category includes
                         electricity to the common areas, water, sewer, and
                         garbage collection. The subject's 1998 expense for
                         utilities has been estimated by the appraiser to be
                         $0.645 per square foot or $631 per unit, near the lower
                         end of the comparables range as supported by the costs
                         for the property. This equates to a total utility
                         expense estimate of $101,031 for the subject property
                         in the first year. Utility expenses are increased 4
                         percent annually throughout the projection period.

                         REPAIRS AND MAINTENANCE - The 1996 annualized actual
                         year-to-date repairs and maintenance costs are $0.59
                         per square foot for the subject, which shows a increase
                         in expenses of $0.12 per square foot from the previous
                         year. Repairs and maintenance expenses are necessary in
                         order to keep the property in good repair and consist
                         of repairs required on plumbing, air-conditioners,
                         electrical components, miniblinds, carpeting,
                         janitorial services, and decorative costs. The expense
                         comparables indicate a range from $0.43 to $0.58 per
                         square foot and the subject's 1997 annualized expense
                         is $0.53 per square foot. Repairs and maintenance costs
                         of $0.541 per square foot or $530 per unit and totaling
                         $84,737

                                                                              41
<PAGE>
 
                         have been projected for the subject for the first year
                         of our cash flow analysis and increased 4 percent
                         annually.

                         CONTRACT SERVICES - The contract services category
                         includes mainly landscaping services. Our surveyed
                         expense comparables reported 1996 contract services
                         expenses between $0.21 and $0.30 per square foot.
                         Actual expenses for the subject in for the 1996
                         contract services expense are estimated at $0.17 per
                         square foot, while 1997 indicated $0.18 per square foot
                         The appraiser has emphasized the historical and
                         budgeted expenses for the subject when estimating the
                         per square foot contract services expense for the
                         property of $0.184 per square foot or $180 per unit and
                         totaling $28,808 in the first year of the cash flow.
                         These expenses are expected to increase annually at a
                         rate of 4 percent.

                         MANAGEMENT - This figure for apartment projects is
                         typically expressed as a percentage of the effective
                         gross income of the property. The industry standard for
                         an apartment complex of this size and quality is about
                         5 percent of effective gross income. This includes the
                         fee to outside management or ownership for managing the
                         property. According to the actual income and expense
                         statements from 1992 forward provided by the client,
                         management fees at the subject have been approximately
                         5 percent. We have also relied upon indicators from the
                         market to determine typical expenses for this category.
                         A management fee of 5 percent of the projected
                         effective gross income for each year of the cash flow
                         is estimated.

                         GENERAL AND ADMINISTRATIVE - This expense category
                         includes legal expenses, dues, fees, printing, auto
                         costs, postage, accounting/audit, permits, travel,
                         credit, reports, office equipment, telephone, and all
                         other miscellaneous and administrative costs. Our
                         surveyed expense comparables indicated actual
                         administrative expenses ranging from $0.15 to $0.18 per
                         square foot. The subject's annualized year-to-date 1996
                         costs are in this range at $0.17 per square foot. The
                         1997 expense was $0.15 per square foot. The appraiser
                         utilized an $0.162 per square foot figure or $159 per
                         unit and totaling $25,423, supported by the
                         comparables' range. This expense increases at a rate of
                         4 percent for each year in the cash flow.

EXPENSE SUMMARY          In conclusion, vacancy loss has been estimated at 5
                         percent throughout the holding period. The total
                         estimated 1997 calendar year expenses for the Oaktree
                         Village Apartments, excluding reserves for replacement,
                         equates to $3.52 per net rentable square foot or $3,442
                         per unit. This is within the range indicated by the
                         expense comparables and is reasonable and well
                         supported by actual historical figures indicated by the
                         subject property.

RESERVES FOR
REPLACEMENT              A replacement allowance provides for the periodic
                         replacement of building components that wear out more
                         rapidly than the building itself and must be replaced
                         periodically during the building's economic life. These
                         may include roof covering, carpeting, appliances,
                         compressors, parking areas, drives, etc. The subject
                         was constructed in 1984 and appears to have had ongoing
                         maintenance since its construction. It is our opinion
                         that a reserve allowance of $0.31 per square

                                                                              42
<PAGE>
 
                         foot or $300 per unit is adequate to provide for the
                         continued maintenance of the project given the on-going
                         termite problem and weather related conditions as
                         mentioned below. Reserves for replacement total $48,000
                         and are grown at 4 percent for the duration of the
                         holding period. Reserves were included in our expenses
                         prior to concluding the net operating income.

DEFERRED MAINTENANCE/
CAPITAL EXPENDITURES     The subject has numerous items requiring capital
                         expenditures. Capital expenditures listed by management
                         in the 1997 budget total $138,000 as detailed in the
                         Improvements section of this report.

DISCOUNTED CASH FLOW     
ANALYSIS DISCUSSION      A reasonable method for estimating value via the Income
                         Approach in a stabilized market is through the use of
                         Discounted Cash Flow Analysis. The Market Value of a
                         real estate investment under the Discounted Cash Flow
                         Method is defined as the discounted sum of all net cash
                         inflows plus the property's discounted reversionary
                         value. Primarily, any given property is only worth the
                         value of the income derived from it.

                         The general methodology of Discounted Cash Flow
                         involves the following steps: 1) increasing each year's
                         cash flows by an appropriate appreciation factor; 2)
                         discounting each year's net cash flow by an appropriate
                         discount rate; 3) deriving the property's reversionary
                         value in the final year and discounting it to the
                         present; and 4) the summation of all cash flows,
                         including final year reversion, into an estimate of
                         value.

                         Real Estate Investment Trusts (REITS) have been the
                         major players among new apartment acquisitions over the
                         past, few years which has resulted in upward pressure
                         on selling prices as capitalization rates have dropped.
                         More recently, REITs are strong in the market.
                         Capitalization rates are lower this year than last year
                         due to many buyers pursuing limited inventory.

                         Survey participants in RERC's Emerging Trends in Real
                         Estate: 1997 indicate that multifamily is still a
                         viable investment vehicle, but its desirability is
                         ebbing as short-term rental growth has already peaked
                         in some markets. Expectations for 1998 are an increased
                         interest in apartments as markets stabilize and new
                         construction comes on-line. Since 1994 returns for
                         apartments have averaged near 12 percent, above all
                         other categories. Solid returns in the 9 to 10 percent
                         area are expected to continue with 9 percent and below
                         for new Class A product, much of which may be pre-sold.
                         Apartment investment fits the portfolio profiles of
                         pension funds and REITs who want immediate high cash
                         flows with predictable capital costs and national
                         vacancy rates in relative equilibrium at 5 percent to 8
                         percent and a growing population, the risk in the
                         multifamily market is steady and we anticipate that
                         investors will continue to find their niche the market.

DISCOUNT RATE            Over the past several years, the internal rate of
                         return (IRR) has gained greater usefulness and market
                         acceptance as an investment measure. IRR is the yield
                         on an investment based on an initial cash investment,
                         annual cash flows to the property,

                                                                              43
<PAGE>
 
                         as well as resale proceeds. IRR allows for return on
                         investment as well as recapture of the original
                         investment when factoring in the reversion. To simulate
                         this process, we have relied upon several investor
                         surveys, which detail reasonable yields or IRR
                         requirements of purchasers. We have used this rate as a
                         discount rate that, when applied to projected cash
                         flows and net resale proceeds (reversion), results in
                         the present value of the property.

                         According to the Third Quarter 1997 investor survey
                         compiled by Peter F. Korpacz & Associates, Inc.,
                         investors for apartment properties indicated a return
                         requirement ranging from 10.00 to 12.50 percent with an
                         average of 11.16 percent. This IRR depends on the
                         conservative or aggressive nature of rental and expense
                         growth assumptions, as well as location and other
                         factors. Real Estate is considered riskier than bonds
                         due to illiquidity, competition, burden of management,
                         and market conditions; therefore approximately 150
                         basis points or more could be added to the Corporate
                         "Baa" bond rate in a normal market. Based on the
                         previous data and recognizing new construction, we
                         believe a 12 percent discount rate is reasonable in the
                         current market based on an all cash sale and
                         alternative investments.

CAPITALIZATION RATE      The subject property's reversionary value is derived by
                         capitalizing the eleventh year's net operating income.
                         As mortgage rates have fluctuated over the past several
                         years, it becomes difficult to apply a band of
                         investment method to establish a capitalization rate
                         because capitalization rates do not react dramatically
                         to ups and downs of mortgage interest rates.
                         Additionally, the mercurial nature of the recent market
                         creates a large variance of returns depending on
                         property potential. Again, according to the previously
                         cited investor survey, investors for apartment
                         properties indicated a terminal capitalization rate
                         range from 8.0 to 10.25 percent or an average of 9.29
                         percent to attract investment. Going-in capitalization
                         rates of the comparable sales in the Sales Comparison
                         Approach could be calculated based on the data
                         provided. Most had a relatively similar occupancy rate
                         as the subject at their respective times of sale. The
                         range of going-in capitalization rates from these sales
                         was from 7.76 to 10.9 percent (without reserves). A
                         going-in capitalization rate in the middle of this
                         range is considered appropriate. The going-in rate is
                         typically lower than the terminal capitalization rate
                         stated above due to the older age of the property and
                         the risk of the market ten years hence. Based upon the
                         aforementioned factors, the terminal capitalization
                         rate for the subject should be above the average going-
                         in capitalization rate exhibited by the comparable
                         sales in the Sales Comparison Approach. Therefore, a
                         terminal capitalization rate of 10.0 percent appears
                         appropriate for the subject property based on the
                         Korpacz survey.

CASH FLOW ASSUMPTIONS    .    Rents were based on an average rental rate of
                              approximately $0.62 per square foot per month.
                              During the projection period rents are expected to
                              increase at 2 percent during 1997. Rents increase
                              4 percent in the second year of our analysis and
                              each year thereafter.

                                                                              44
<PAGE>
 
<TABLE>
<CAPTION> 
- ---------------------------------------------------------------------------------------------------------------------------
                                                          OAKTREE VILLAGE
- ---------------------------------------------------------------------------------------------------------------------------
Period                                        1            2          3            4          5          6          7      
                                             1998        1999       2000         2001       2002        2003       2004    
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>         <C>        <C>          <C>        <C>         <C>        <C>        
INCOME:                                                                                                                    
Apt Rents                                 1,188,749   1,236,299  1,285,751    1,337,181  1,390,668   1,446,295  1,504,146  
Rent/SF/Mo.                                   0.632       0.658      0.684        0.711      0.740       0.769      0.800  
Other Income/Yr.                             23,503      24,443     25,421       26,438     27,495      28,595     29,739  
                                          ---------   ---------  ---------    ---------  ---------   ---------  ---------  
Gross Income                              1,212,252   1,260,742  1,311,172    1,363,618  1,418,163   1,474,890  1,533,885  
                                                                                                                           
% Vacancy                                      5.00%       5.00%      5.00%        5.00%      5.00%       5.00%      5.00% 
Vacancy Allowance                            60,613      63,037     65,559       68,181     70,908      73,744     76,694  
                                          ---------   ---------  ---------    ---------  ---------   ---------  ---------      
Eff. Gross Income                         1,151,639   1,197,705  1,245,613    1,295,437  1,347,255   1,401,145  1,457,191  

                      -------------------                                                                                  
EXPENSES:              Per/Unit  Per/SF
                      ------------------- 
Real Estate Taxes          692   0.707      110,760     115,190    119,798      124,590    129,574     134,756    140,147  
Insurance                  159   0.162       25,418      26,434     27,492       28,591     29,735      30,924     32,161  
Operating Expenses         731   0.746      116,948     121,626    126,491      131,551    136,813     142,285    147,977  
Utilities                  631   0.645      101,031     105,072    109,275      113,646    118,192     122,919    127,836  
Repair & Maintenance       530   0.541       84,737      88,127     91,652       95,318     99,130     103,096    107,219  
Contract Services          180   0.184       28,808      29,960     31,159       32,405     33,701      35,049     36,451  
Management Fee            5.00%  0.367       57,582      59,885     62,281       64,772     67,363      70,057     72,860  
General & Administrative   159   0.162       25,423      26,440     27,497       28,597     29,741      30,931     32,168  
Reserves                   300   0.306       48,000      49,920     51,917       53,993     56,153      58,399     60,735  
                           ---   -----    ---------   ---------  ---------    ---------  ---------   ---------  ---------      
Total Expenses          $3,742  $ 3.82      598,706     622,655    647,561      673,463    700,402     728,418    757,554  
                        ----------------- 
Per SF Per Yr.                                 3.82        3.97       4.13         4.30       4.47        4.65       4.83  
Per Unit Per Yr.                              3,742       3,892      4,047        4,209      4,378       4,553      4,735  
                                          ---------   ---------  ---------    ---------  ---------   ---------  ---------      
NET OPERATING INCOME                       $552,933    $575,050   $598,052     $621,974   $646,853   $ 672,727   $699,637  
                                          =========   =========  =========    =========  =========   =========  =========      
Per SF                                     $   3.53    $   3.67   $   3.82     $   3.97   $   4.13   $    4.29   $   4.47  
Per Unit                                   $  3,456    $  3,594   $  3,738     $  3,887   $  4,043   $   4,205   $  4,373  
- -------------------------------------------------------------------------------------------------------------------------
                                                                                                                           
Capital Items:                              138,000                                                                        
                                          ---------   ---------  ---------    ---------  ---------   ---------  ---------      
Cash Flow                                   414,933     575,050    598,052      621,974    646,853     672,727    699,637  
                                          ---------   ---------  ---------    ---------  ---------   ---------  ---------      
Present Value Factor             12.00%    0.892857    0.797194   0.711780     0.635518   0.567427    0.506631   0.452349  

Present Value of Cash Flow                  370,476     458,427    425,682      395,276    367,042     340,825    316,480  

NOI in 11th Year                            818,476              Present Value of Income Stream                 3,494,356 
Ro at Reversion                               10.00%             Present Value of Reversion                     2,529,862 
                                          ---------              --------------------------------------------------------
Indicated Reversion                       8,184,758              Indicated Value of Subject                     6,024,218 
Less: Sales Costs                 4.00%     327,390              Indicated Value/SF                                 38.45 
                                          ---------
Reversion in 10th Yr                      7,857,368              Indicated Value/Unit                              37,651 
                                                                 GIM at Indicated Value                              5.07 
                                                                 Ro at Indicated Value                               9.18% 
                                                                 --------------------------------------------------------

<CAPTION> 
- ------------------------------------------------------------------------------------------------------
                                                  
- ------------------------------------------------------------------------------------------------------
Period                                                8             9          10      Reversion
                                                    2005           2006       2007        2008 
- ------------------------------------------------------------------------------------------------------
<S>                                                <C>         <C>         <C>         <C> 
INCOME:
Apt Rents                                          1,564,312   1,626,885   1,691,960   1,759,639
Rent/SF/Mo.                                            0.832       0.865       0.900       0.936
Other Income/Yr.                                      30,928      32,165      33,452      34,790
                                                   ---------   ---------   ---------   --------- 
Gross Income                                       1,595,241   1,659,050   1,725,412   1,794,429
                                                  
% Vacancy                                               5.00%       5.00%       5.00%       5.00%
Vacancy Allowance                                     79,762      82,953      86,271      89,721
                                                   ---------   ---------   ---------   ---------  
Eff Gross Income                                   1,515,479   1,576,098   1,639,142   1,704,707
                      ------------------  
EXPENSES:              ???       ????
                      ------------------  
Real Estate Taxes          692   0.707               145,753     151,583     157,646     163,952   
Insurance                  159   0.162                33,448      34,786      36,177      37,624  
Dperating Expenses         731   0.746               153,896     160,051     166,453     173,112  
Utilities                  631   0.645               132,950     138,268     143,798     149,550  
Repair & Maintenance       530   0.541               111,508     115,969     120,607     125,432  
Contract Services          180   0.184                37,909      39,426      41,003      42,643  
Management Fee            5.00%  0.367                75,774      78,805      81,957      85,235  
General & Administrative   159   0.162                33,455      34,793      36,185      37,632  
Reserves                   300   0.162                63,165      65,691      68,319      71,052  
                        ------  ------             ---------   ---------   ---------   ---------  
Total Expenses          $3,742  $ 3.82               787,857     819,371     852,146     886,232  
                        --------------                                                                            
Per SF Per Yr.                                          5.03        5.23        5.44        5.66  
Per Unit Per Yr.                                       4,924       5,121       5,326       5,539  
                                                   ---------   ---------   ---------   ---------  
NET OPERATING INCOME                               $ 727,622   $ 756,727   $ 786,996   $ 818,476  
                                                   =========   =========   =========   =========  
Per SF                                             $    4.64   $    4.83   $    5.02   $    5.22  
Per Unit                                           $   4,548   $   4,730   $   4,919   $   5,115   
- ------------------------------------------------------------------------------------------------------
                                                  
Capital Items:                                    
                                                   ---------   ---------   ---------   ---------  
Cash Flow                                            727,622     756,727     786,996     818,476
                                                   ---------   ---------   ---------   --------- 
Present Value Factor             12.00%             0.403883    0.360610    0.321973    1.000000

Present Value of Cash Flow                           293,874     272,883     253,392     818,476 

NOI in 11th Year        
Ro at Reversion         
                        
Indicated Reversion     
Less: Sales Costs                 4.00%
                 
Reversion in 10th Yr    
</TABLE> 
<PAGE>
 
================================================================================
                               CASH FLOW SUMMARY

<TABLE> 
<CAPTION> 
     CALENDAR YEAR          ANNUAL              12.00%             PV OF   

      ENDING 12/31       CASH FLOW          NPV FACTOR         CASH FLOW   
     -------------       ---------          ----------         ---------   
     <S>                 <C>                <C>                <C>         
              1998        $414,933           0.892857          $  370,476  
              1999         575,050           0.797194             458,427  
              2000         598,052           0.711780             425,682  
              2001         621,974           0.635518             395,276  
              2002         646,853           0.567427             367,042  
              2003         672,727           0.506631             340,825  
              2004         699,637           0.452349             316,480  
              2005         727,622           0.403883             293,874  
              2006         756,727           0.360610             272,883  
              2007         786,996           0.321973             253,392   
                                                                  -------
     
     TOTAL NPV OF CASH FLOWS                                   $3,494,356


     
     Projected NOI - 11th Year                                 $  818,476
     Terminal Capitalization Rate                                   10.00%     
                                                                    -----
     Estimated Value of Property at End of 10th Year           $8,184,758
     Less Sales Cost                                 4.00%       (327.390)
                                                                ---------
     Value of Reversion at End of 10th Year                    $7,857,368
     Discount Factor - 10th Year                    12.00%       0.321973     
                                                                ---------
     Present Value of Reversion                                $2,529,862
     Sum of Present Values of Cash Flow                         3,494,356 
                                                                --------- 
     MARKET VALUE AS OF NOVEMBER 30, 1997                      $6,024,218
                                                    
                               (ROUNDED)                       $6,020,000 
                                                                =========
================================================================================
</TABLE> 
<PAGE>
 
                         .    The subject property's current physical occupancy
                              rate is 93.7 percent. The economic occupancy rate
                              of 90 to 91 percent as of November 1997 is near
                              the estimated stabilized occupancy rate of 95.0
                              percent. It is our opinion that the subject should
                              be capable of averaging 95.0 percent economic
                              occupancy throughout the holding period of our
                              cash flow analysis.

                         .    Other income is increased at 4 percent per year
                              after the first year of the cash flow.

                         .    The property has been appraised based on a
                              "resident pays utilities" status.

                         .    Expenses (with the exception of management) have
                              been increased at an average growth rate of 4
                              percent annually over the ten-year projection
                              period. Management expenses are based on a
                              percentage of gross income and increase with
                              occupancy and rental increases. Reserves are
                              calculated at $0.306 per square foot or $300 per
                              unit in the first year and also increase at 4
                              percent per year thereafter.

                         .    A discount rate of 12.0 percent was utilized.

                         .    A terminal capitalization rate of 10.0 percent was
                              felt reasonable.

                         .    A sales cost of 4 percent of the reversionary
                              value was estimated.

                         A cash flow analysis and summary for the subject
                         beginning December 1, 1997 may be found on the
                         preceding pages. The estimated leased fee market value
                         for the subject on an "as is" basis as of November 30,
                         1997 via discounted cash flow method is


                             SIX MILLION TWENTY THOUSAND DOLLARS
                                         ($6,020,000)

                                                                              45
<PAGE>
 
<TABLE>
<CAPTION>
     ====================================================================================================== 
                                                 DIRECT CAPITALIZATION

     ====================================================================================================== 
                                                                       TOTAL            /UNIT        /SF
     ------------------------------------------------------------------------------------------------------
     <S>                                 <C>                         <C>              <C>           <C>
      Potential Gross Rental Income                                  $1,188,749       $ 7,430       $ 7.59
      Other Income                                                       23,503           147         0.15
                                                                         ------           ---         ----


      Potential Gross Income                                         $1,212,252       $ 7,577       $ 7.74
      Less: Vacancy & Credit Loss @                 5.00%                60,613           379         0.39
                                                                         ------           ---         ----
                                                                                             
      Effective Gross Income                                         $1,151,639       $ 7,198       $ 7.35
                                                                                             
      FIXED EXPENSES                                                                         
      --------------                                                                         

      Real Estate Taxes                                              $  110,760       $   692       $ 0.71
      Insurance                                                          25,418           159         0.16
                                                                         ------           ---         ----
      Total Fixed                                                    $  136,178       $   851       $ 0.87

      VARIABLE EXPENSES                                                                      
      -----------------                                                                      

      Operating Expenses                                             $  116,948       $   731       $ 0.75
      Utilities                                                         101,031           631         0.64
      Repairs & Maintenance                                              84,737           530         0.54
      Contract Services                                                  28,808           180         0.18
      Management Fee                                5.00%                57,582           360         0.37
      General & Administrative                                           25,423           159         0.16
      Reserves for Replacement                                           48,000           300         0.31
                                                                         ------           ---         ----
      Total Variable                                                 $  462,529       $ 2,891       $ 2.95
      Total Expenses                                                 $  598,706       $ 3,742       $ 3.82
                                                                     ----------       -------       ------

      Net Operating Income                                           $  552,933       $ 3,456       $ 3.53
                                                                                             
      Capitalization Rate                                                  9.00%             
                                                                           ----              
                                                                                             
      Fee Simple Stabilized Market value                             $6,143,699       $38,398       $39.21
                                                                                             
      Less:                              Rent Loss Due to Lease Up            0             0            0
                                         Capital Expenditures           138,000           863         0.88
                                                                        -------           ---         ----
                                                                                             
      LEASED FEE "AS IS" MARKET VALUE                                $6,005,699       $37,536       $38.33
      ROUNDED                                                        $6,010,000              
                                                                     ==========                    
     ====================================================================================================== 
                                  RENT LOSS DUE TO LEASE-UP/CONTRACT RENT
                                  ---------------------------------------
 
                                                                       Year 1         Year 2       Year 3
                                                                       ------         ------       ------

                                         Stabilized NOI              $  552,933      $552,933     $552,933   
                                         Projected NOI                  567,101       575,050      598,052   
                                                                        -------       -------      -------    

                                         Rent Loss                            0             0            0
                                         PV Factor          7.00%      0,934579      0,873439     0,816298
                                                                       --------      --------     --------
                                         PV Income Loss              $        0      $      0     $      0
                                         CUMULATIVE LOSS                                          $      0 
     ======================================================================================================  
</TABLE>
<PAGE>
 
                                       DIRECT CAPITALIZATION

                         Direct capitalization is a method used to convert a
                         single year's income estimate into a value indication.
                         In direct capitalization a rate of return for the
                         investor and recapture of the capital invested is
                         implicit in the overall capitalization rate.

                         The overall capitalization rate was chosen after
                         analyzing the comparable apartment sales in our Sales
                         Comparison Approach. These sales indicated a range of
                         "going-in" capitalization rates from 7.76 to 10.90
                         percent. The Korpacz investor survey previously quoted
                         indicated an average desired going-in capitalization
                         rate of 9.29 percent. Some weight in this analysis is
                         given to the comparable market sales since these
                         transactions best illustrate the behavior of
                         investor/purchasers in this marketplace. Investors'
                         greater aversion to risk in the market caused by the
                         recent national recession and credit constriction
                         indicates that the range of capitalization rates from
                         the comparables, which sold prior to this phase in the
                         economy may be optimistic. Therefore, from these
                         findings an overall rate of 9.00 percent was chosen for
                         application to the subject. This rate is 1.0 percentage
                         point lower than the terminal capitalization rate
                         utilized for the subject in the preceding discounted
                         cash flow analysis. The direct capitalization method
                         indicates a value of $6,010,000 and is shown on the
                         facing page.

INCOME APPROACH
CONCLUSION               DCF Method................................. $6,020,000
                         Direct Capitalization Method............... $6,010,000

                         Consideration is given to both the discounted cash flow
                         method and the direct capitalization approach. These
                         have been rounded to the nearest ten thousand dollars,
                         however, for purposes of the income approach
                         conclusion, the value is rounded to the nearest fifty
                         thousand.

                         From the above analysis provided by the Income
                         Approach, we estimate the leased fee market value of
                         the subject property on an "as is" all cash basis, as
                         of November 30, 1997, to be

                                           SIX MILLION DOLLARS
                                              ($6,000,000)

                                                                              46
<PAGE>
 
                                RECONCILIATION
- --------------------------------------------------------------------------------

                                Sales Comparison Approach  $6,050,000
                                Income Approach            $6,000,000

                     The Sales Comparison Approach utilized recent comparable
                     sales of similar properties in the area. The weakness of
                     the Sales Comparison Approach is that no two properties are
                     exactly alike and exact conditions of a sale are often
                     unknown. The strength of this approach is that it indicates
                     the market activity based on the willing buyer/willing
                     seller concept.

                     Eight recent sales, dating back to May 1996, were utilized
                     in the Sales Comparison Approach. Each is similar to the
                     subject property in several characteristics including
                     occupancy, location, age, construction quality, amenities,
                     and/or condition. The data on the comparable sales was
                     considered to be reasonably accurate and reliable, and each
                     property is similarly located on the city's south and
                     southeast sides. The methods of comparison utilized in this
                     analysis were the net operating income per square foot and
                     the effective gross rental multiplier (EGRM) methods. These
                     indicators rely on a comparison of income rather than
                     physical attributes. Thus, adjustments for physical factors
                     are not necessary as economics are the common denominator.
                     A final market value estimate for the subject was made
                     based on the analysis presented in the Sales Comparison
                     Approach.

                     The Income Approach attempts to measure investment
                     qualities of the property. Based on actual rents in the
                     immediate area of the subject, actual expenses, and
                     investor returns derived from the market, we have estimated
                     value. Actual data on the property, as well as comparable
                     data from nearby similar properties, were considered to be
                     adequate. Because the Income Approach deals directly with
                     income streams, we believe it is a very good indication of
                     current market conditions. It tends to reflect a value,
                     which an investor of a property would anticipate.

                     In the Income Approach, comparable properties from the
                     subject's Southside Boulevard area were utilized when
                     deriving the subject property's economic market rents and
                     projected expenses. The Sales Comparison Approach also
                     contains sales from similar areas on the city's south and
                     southeast sides. For this reasoning, both the Sales
                     Comparison and Income approaches are emphasized in the
                     final analysis with greater emphasis on the Income
                     Approach.

                     Therefore, it is our opinion that the market value of the
                     leased fee estate of the subject property on an "as is" all
                     cash basis, as of November 30, 1997, is

                                        SIX MILLION DOLLARS
                                           ($6,000,000)

                                                                              47
<PAGE>
 
                          THE LINKS AT WINDSOR PARKE 
- --------------------------------------------------------------------------------

                            [PICTURES APPEARS HERE]
                                        


<PAGE>
 
                          COMPARABLE APARTMENT SALE 1
                                        

PROPERTY IDENTIFICATION
Job Number               97-075
Project Name             The Links at Windsor Park
Address                  13700 Sutton Park Drive North
City/County/State        Jacksonville, Florida
 
TRANSACTION DATA
Sale Date                08/97
Grantor (Seller)         Windsor Park Apartments, Ltd.
Grantee (Buyer)          Rancho Bernardo Corporate Center
Recorded Document        8726-846
Sale Price               $20,500,000
Occupancy                95%
Sale Price per Unit      $73,214
Sale Price per SF        $69.11
Capitalization Rate      8.56%
 
TERMS OF SALE            Said to be cash
 
INCOME/EXPENSE DATA
Potential Gross Income             $ 2,767,693
Vacancy/Collection Loss              ($138,385)
Effective Gross Income             $ 2,629,308
Operating Expenses                 $  (874,508)
Net Operating Income               $ 1,754,800
 
PROPERTY DESCRIPTION
Year Built               1995
Number of Stories        2 and 3
Number of Units          280
Number of Bedrooms       NA
Net Rentable Area        296,616 SF
Average Unit Size        1,059 SF
Land Area                23.36 acres
Unit Density             11.98 Units per Acre
Property Condition       Excellent
Parking (type)           Open
Construction Type        Wood frame/Wood Siding/Stucco

Confirmed With           Steve Coley, Barnett Bank
Date Confirmed           11/18/97
Comments:                Was completed in early 1995 and was in excellent
                         condition at time of sale. Complex amenities include
                         security fencing with remote entry gate, swimming pool,
                         sun deck, tennis courts, clubhouse with fitness center,
                         playground, and amenity lake with partial frontage
                         along golf course fairways. Units have installation
                         alarms, washer/dryer, appliances ceiling fans, window
                         coverings, and built-in bookcases.
<PAGE>
 
                                  SAN PABLO 
- --------------------------------------------------------------------------------

                            [PICTURE APPEARS HERE]
                                        
<PAGE>
 
                          COMPARABLE APARTMENT SALE 2



PROPERTY IDENTIFICATION
Job Number               97-075
Project Name             San Pablo
Address                  14401 Jose Vedra Blvd
City/County/State        Jacksonville, Florida
 
TRANSACTION DATA
Sale Date                06/97
Grantor (Seller)         N/A
Grantee (Buyer)          N/A
Recorded Document        N/A
Sale Price               $5,350,000
Occupancy                90%
Sale Price per Unit      $26,750
Sale Price per SF        $28.96
Capitalization Rate      10.8%

TERMS OF SALE            Cash

INCOME/EXPENSE DATA
Potential Gross Income                $1,302,800
Vacancy/Collection Loss                ($130,280)
Effective Gross Income                $1,172,520
Operating Expenses                     ($589,370)
Net Operating Income                    $583,150

PROPERTY DESCRIPTION
Year Built               1974
Number of Stories        2
Number of Units          200
Number of Bedrooms       350
Net Rentable Area        184,750
Average Unit Size        924 SF
Land Area                14.24 acres
Unit Density             14.04 Units per Acre
Property Condition       Average
Parking (type)           Open parking
Construction Type        Concrete block with masonry and wood veneer

Confirmed With           David V. Allen, CB Commercial Real Estate Group, Inc.
Date Confirmed           11/18/97
Comments                 San Pablo Apartments needed new plumbing system, wood
                         replacement, some roof replacement and other repairs at
                         time of sale. The property has tennis courts,
                         basketball courts, full size pool, and playground.
                         Expenses do not include reserves.
<PAGE>
 
                                HUNTER'S RIDGE 
- --------------------------------------------------------------------------------

                            [PICTURE APPEARS HERE]

                            [PICTURE APPEARS HERE]
<PAGE>
 
                          COMPARABLE APARTMENT SALE 3
                                        
PROPERTY IDENTIFICATION 
Job Number               97-075
Project Name             Hunter's Ridge (previously Oaks at Deerwood)
Address                  10100 Baymeadows Road
City/County/State        Jacksonville, Florida

TRANSACTION DATA

Sale Date                05/97
Grantor (Seller)         Oaks at Baymeadows II Associates, Ltd.
Grantee (Buyer)          Mid-America Apartments of Duval, L.P.
Recorded Document        8653-596
Sale Price               $15,200,000
Occupancy                92%
Sale Price per Unit      $45,238
Sale Price per SF        $51.54
Capitalization Rate      7.76%

TERMS OF SALE            Said to be cash

INCOME/EXPENSE DATA
Potential Gross Income             $2,451,409
Vacancy/Collection Loss             ($196,113)
Effective Gross Income             $2,255,296
Operating Expenses                 $1,075,776
Net Operating Income               $1,179,520

PROPERTY DESCRIPTION
Year Built               1987
Number of Stories        2 and 3
Number of Units          336
Number of Bedrooms       NA
Net Rentable Area        294,888 SF
Average Unit Size        878 SF
Land Area                34.70 acres
Unit Density             9.68 Units per Acre
Property Condition       Average
Parking (type)           Open parking
Construction Type        Wood frame/Wood Siding/Shingle roof

Confirmed With           Steve Coley, Barnett Bank
Date Confirmed           11/18/97
Comments                 Property had a name change after the sale and is now
                         known as Hunter's Ridge. Clubhouse has a tile roof
                         covering and entry is paved with brick pavers. Well
                         landscaped and treed. Amenities include a pool with hot
                         tub, tennis courts, fitness facility in clubhouse, car
                         care center, racquet ball/volleyball court, outdoor
                         storage for each unit, mini-blinds, and washer/dryer
                         connections.
<PAGE>
 
                                  WOODHOLLOW 
- --------------------------------------------------------------------------------

                            [PICTURE APPEARS HERE]
<PAGE>
 
                          COMPARABLE APARTMENT SALE 4
                                        

PROPERTY IDENTIFICATION
Job Number               97-075
Project Name             Woodhollow Apartments
Address                  1715 Hodges Blvd.
City/County/State        Jacksonville, Florida
 
TRANSACTION DATA
Sale Date                04/97
Grantor (Seller)         Woodhollow, LP
Grantee (Buyer)          Mid-America Apartments, LP
Recorded Document        8590-2406
Sale Price               $16,700,000
Occupancy                94%
Sale Price per Unit      $37,111
Sale Price per SF        $48.99
Capitalization Rate      9.60%

TERMS OF SALE            Cash to mortgage of $10,350,000 @ 7.5%
                         Due in 7 years, based on 25 amortization schedule
 
INCOME/EXPENSE DATA
Potential Gross Income             $3,245,490
Vacancy/Collection Loss             ($194,729)
Effective Gross Income             $3,050,761
Operating Expenses                ($1,447,561)
Net Operating Income               $1,603,200
 
PROPERTY DESCRIPTION
Year Built               1986
Number of Stories        2
Number of Units          450
Number of Bedrooms       690
Net Rentable Area        342,162 SF
Average Unit Size        760 SF
Land Area                38.65 acres
Unit Density             11.6 Units per Acre
Property Condition       Average Plus
Parking (type)           Open parking
Construction Type        Wood frame

Confirmed With           David V. Allen, CB Commercial Real Estate Group, Inc.
Date Confirmed           11/18/97
Comments                 The cap rate does not include a deduction for reserves.
                         Amenities are a 6-acre lake, olympic size pool with
                         large cool deck, jacuzzi, 2 tennis courts, 2 volleyball
                         courts, BBQ and picnic areas, large playground, and a
                         gated boat storage.
<PAGE>
 
                          THE COURTS AT PONTE VEDRA 
- --------------------------------------------------------------------------------

                            [PICTURE APPEARS HERE]
<PAGE>
 
                          COMPARABLE APARTMENT SALE 5
                                        

PROPERTY IDENTIFICATION
Job Number               97-075
Project Name             The Courts at Ponte Vedra
Address                  101 Vera Cruz Drive
City/County/State        Ponte Vedra Beach, FL
 
TRANSACTION DATA
Sale Date                01/97
Grantor (Seller)         Windsor Apartments, L.P.
Grantee (Buyer)          Metropolitan Life Insurance Corporation
Recorded Document        01220-01824
Sale Price               $19,000,000
Occupancy                95%
Sale Price per Unit      $75,099
Sale Price per SF        $75.12
Capitalization Rate      8.34%
 
TERMS OF SALE            Said to be cash
  
INCOME/EXPENSE DATA
Potential Gross Income             $2,734,426
Vacancy/Collection Loss             ($136,721)
Effective Gross Income             $2,597,705
Operating Expenses                ($1,013,105)
Net Operating Income               $1,584,600
 
PROPERTY DESCRIPTION
Year Built               1996
Number of Stories        3
Number of Units          253
Number of Bedrooms       N/A
Net Rentable Area        252,916 SF
Average Unit Size        1,000 SF
Land Area                9.23 acres
Unit Density             27.41 Units per Acre
Property Condition       Excellent
Parking (type)           Open parking
Construction Type        Wood frame/Masonry/Stucco

Confirmed With           Steve Coley, Barnett Bank
Date Confirmed           11/18/97
Comments                 Built in late 1996 and sold on 95% proforma. Leasing
                         was ahead of schedule at time of sale. Complex was in
                         excellent condition. Property had very attractive
                         architectural design features at windows and roof
                         lines. Amenities include security gate entry, fountain,
                         brick pavers, lap pool, heated spa, and clubhouse with
                         business center. Property had higher unit density than
                         most projects in Ponte Vedra.
<PAGE>
 
                        THE HUNTINGTON AT HIDDEN MILLS 
- --------------------------------------------------------------------------------

                            [PICTURE APPEARS HERE]
<PAGE>
 
                          COMPARABLE APARTMENT SALE 6

PROPERTY IDENTIFICATION

Job Number            97-071
Project Name          The Huntington at Hidden Mills (formerly Cozumel)
Address               3333 Monument Road
Location              East side of Monument Road, north of SR 10 (Atlantic
                      Blvd.)
City/County/State     Jacksonville, Duval, Florida

TRANSACTION DATA
Date of Sale          8/8/96
Grantor (Seller)      Private Syndication
Grantee (Buyer)       Walden Residential
Recorded Document     NA
Sale Price            $7,225,000
Occupancy             98%
Sale Price per Unit   $32,254.46
Sale Price per SF     $40.26

TERMS OF SALE         Cash
 
INCOME/EXPENSE DATA
Potential Gross Income                  $1,356,839
Vacancy/Collection Loss       2.8%         $37,991
Effective Gross Income                  $1,318,848
Operating Expenses                        $628,166
Net Operating Income                      $690,682
 
PHYSICAL DATA
Year Built            1986
Number of Stories     2-3
Number of Units       224
Number of Bedrooms    376
Net Rentable Area     179,476 SF
Average Unit Size     801 SF
Land Area             14.92 acres
Unit Density          15
Property Condition    Average
Parking (type)        Asphalt, open
Construction Type     Stucco/wood siding with composition roofs

Confirmed With        Dan Allen/CB Commercial/(904) 630-6362
Date Confirmed        10/10/96/LW/Bach Thoreen McDermott Inc.
Comments              Price adjusted upward by $350,000 for required re-plumbing
                      and was a credit given by the seller.

                      The net operating income (NOI) does not include an
                      allowance for reserve for replacement expenses.
<PAGE>
 
                                 THE ANTLERS 
- --------------------------------------------------------------------------------

                            [PICTURE APPEARS HERE]

                            [PICTURE APPEARS HERE]
<PAGE>
 
                          COMPARABLE APARTMENT SALE 7


PROPERTY IDENTIFICATION
Job Number                 97-071
Project Name               The Antlers
Address                    8433 Southside Blvd.
Location                   East side of Southside Blvd., south of J. Turner
                           Butler Blvd.
City/County/State          Jacksonville, Duval, Florida

TRANSACTION DATA
Grantor (Seller)           Balcor
Grantee (Buyer)            United Dominion Real Estate
Date of Sale               5/29/96
Sale Price                 $15,000,000
Occupancy                  97%
Terms of Sale              Cash
Sale Price per Unit        $37,500.00
Sale Price per SF          $45.77
 
TERMS OF SALE              Cash
  
INCOME/EXPENSE DATA
Potential Gross Income             $2,752,915
Vacancy/Collection Loss 3.2%          $88,093
Effective Gross Income             $2,664,822
Operating Expenses                 $1,140,493
Net Operating Income               $1,524,329
 
PHYSICAL DATA
Year Built                 1985
Number of Stories          2-3
Number of Units            400
Number of Bedrooms         504
Site Area                  42.51 acre(s)
Net Rentable Area          327,728 SF
Average Unit Size          819 SF
Land Area                  42.51 acres
Unit Density               9.4
Property Condition         Average
Parking (type)             Asphalt, open
Construction Type          Stucco/Wood siding with composition roofs

Confirmed With             Dan Allen/CB Commercial/(904) 630-6362
Date Confirmed             10/10/96/LW/Bach Thoreen McDermott Inc.
Comments                   The net operating income (NOI) does not include an
                           allowance for reserve for replacement expenses.
<PAGE>
 
                                 WESTLAND PARK
- --------------------------------------------------------------------------------


                            [PICTURE APPEARS HERE]




                            [PICTURE APPEARS HERE]



                              

                                        
<PAGE>
 
                          COMPARABLE APARTMENT SALE 8


PROPERTY IDENTIFICATION
Job Number                 97-071
Project Name               Westland Park
Address                    6710 Collins Road
Location                   North side of Collins Road, north of I-295
City/County/State          Jacksonville, Duval, Florida
 
TRANSACTION DATA
Grantor (Seller)           Vestcor
Grantee (Buyer)            United Dominion Real Estate
Sale Date                  5/9/96
Sale Price                 $16,950,060
Occupancy                  97%
Terms of Sale              Cash
Sale Price per Unit        $41,852.00
Sale Price per SF          $42.06
 
TERMS OF SALE              Cash

INCOME/EXPENSE DATA
Potential Gross Income             $2,929,883
Vacancy/Collection Loss 3.7%       $  108,406
Effective Gross Income             $2,821,477
Operating Expenses                 $1,104,247
Net Operating Income               $1,717,230
 
 
PHYSICAL DATA
Year Built                 1989
Number of Stories          2-3
Number of Units            405
Number of Bedrooms         723
Net Rentable Area          403,010 SF
Average Unit Size          995 SF
Land Area                  27.17
Unit Density               14.9
Property Condition         Average
Parking (type)             Asphalt, open
Construction Type          Stucco/Wood siding with composition roofs

Confirmed With             Dan Allen/CB Commercial/(904) 630-6362
Date Confirmed             10/10/96/LW/Bach Thoreen McDermott Inc.
Comments                   The net operating income (NOI) does not include an
                           allowance for reserve for replacement expenses.
<PAGE>
 
                                   LAKESIDE
- --------------------------------------------------------------------------------


                            [PICTURE APPEARS HERE]



                            [PICTURE APPEARS HERE]
<PAGE>
 
                               RENT COMPARABLE 1

PROPERTY IDENTIFICATION
Name of Project:           Lakeside Apartments
Street Address:            8700 Southside Boulevard
City/State:                Jacksonville, Florida

PROPERTY DESCRIPTION
Year Built/Renovated:      1984
Number of Buildings:       22
Number of Stories:         2-3
Number of Units:           416
Net Rentable Area (SF):    344,192
Average Unit Size (SF):    827
Parking Surface:           Asphalt
Parking Spaces:            Open parking
Type of Construction:      Wood frame and stucco composition roofs
Unit Mix:

<TABLE> 
<CAPTION> 
                           TOTAL     UNIT        SIZE   MONTHLY  MONTHLY 
                           UNITS     TYPE        (SF)     RENT   RENT/SF 
                         ----------------------------------------------------
                         <S>       <C>           <C>    <C>      <C>     
                           120      lBR/lBA       625     $489   $0.782 
                            68      lBR/lBA       716      539    0.755 
                            84     lBR/lBA/SR     814      559    0.687 
                            28      2BR/2BA       951      639    0.672 
                            44     2BR/2BA/SR    1,052     679    0.677 
                            28      2BR/2BA      1,003     659    0.626 
                            44     2BR/2BA/SR    1,162     699    0.602 
</TABLE>

                           SR = sun room

Unit Amenities:            Dishwashers, garbage disposals, washer/dryer in
                           units, miniblinds, fireplaces, outdoor utility
                           closets, patio/balconies
Project Amenities:         2 swimming pools, 2 tennis courts, jacuzzi, sauna,
                           exercise/weight room, club room, lake, volleyball
                           court

ECONOMIC DATA
Percent Occupied:          94%
Avg. Monthly Rent/SF       
of NRA:                    $0.695   
Electricity Paid By:       Tenant
Length of Lease:           7 to 12 months
Security Deposit:          $150
Pets Allowed/Deposit:      Yes; 25 pounds maximum; $150 nonrefundable with $300
                           deposit

Confirmed With:            On-site agent
Date Confirmed:            12/97 by SNB/Bach Realty Advisors, Inc.

Remarks:                   Differences in rental rates between individual floor
                           plans are due to screened-in porches and fireplaces.
<PAGE>
 
                                 CYPRESS LAKES
- --------------------------------------------------------------------------------

                            [PICTURE APPEARS HERE]



                            [PICTURE APPEARS HERE]


<PAGE>
 
                               RENT COMPARABLE 2
                                        

PROPERTY IDENTIFICATION
Name of Project:           Cypress Lakes Apartments
Street Address:            10200 Belle Rive Boulevard
City/State:                Jacksonville, Florida

PROPERTY DESCRIPTION
Year Built/Renovated:      1984
Number of Buildings:       35
Number of Stories:         2
Number of Units:           276
Net Rentable Area (SF):    247,000
Average Unit Size (SF):    895
Parking Surface:           Asphalt
Parking Spaces:            Open parking
Type of Construction:      Wood frame and stucco with composition roofs

Unit Mix:

<TABLE>
<CAPTION>
                           Total     Unit     Size   Monthly  Monthly
                           Units     Type     (SF)    Rent    Rent/SF
                         ----------------------------------------------
                         <S>       <C>       <C>     <C>      <C>
                            136    lBR/lBA     750    $575     $0.767
                             80    2BR/2BA     950     665      0.700
                             60    2BR/2BA   1,150     715      0.622
 </TABLE>

Unit Amenities:            Dishwashers, garbage disposals, microwave ovens,
                           washer/dryer connections, miniblinds, fireplaces,
                           ceiling fans, outdoor utility closets,
                           patio/balconies, wet bars

Project Amenities:         1 swimming pool, 2 tennis courts, jacuzzi, sauna,
                           exercise/weight room, jogging trail, 1 racquetball
                           court, club room, laundry facility, lake

ECONOMIC DATA
Percent Occupied:          96%
Avg. Monthly Rent/SF       
of NRA:                    $0.706
Electricity Paid By:       Tenant
Length of Lease:           7 or 12 months
Security Deposit:          $150
Pets Allowed/Deposit:      Yes, under 25 pounds ($195 nonrefundable)

Confirmed With:            On-site agent
Date Confirmed:            12/97 by SNB/Bach Realty Advisors, Inc.

Remarks:                   Differences in rental rates for individual floor
                           plans are due to location and lake views.
<PAGE>
 
                                   SANDPIPER
- --------------------------------------------------------------------------------

                            [PICTURE APPEARS HERE]



                            [PICTURE APPEARS HERE]
<PAGE>
 
                               RENT COMPARABLE 3
                                        

PROPERTY DESCRIPTION
Name of Project:           Sandpiper Apartments
Street Address:            9536 Princeton Square Boulevard
City/State:                Jacksonville, Florida

PROPERTY DESCRIPTION
Year Built/Renovated:      1988
Number of Buildings:       N/A
Number of Stories:         2
Number of Units:           376
Net Rentable Area (SF):    288,017
Average Unit Size (SF):    766
Parking Surface:           Asphalt open
Parking Spaces:            N/A
Type of Construction:      Stucco/Wood siding with composition roof
Unit Mix:

<TABLE> 
<CAPTION> 
                            TOTAL    UNIT     SIZE     MONTHLY  MONTHLY  
                            UNITS    TYPE     (SF)      RENT    RENT/SF 
                        ------------------------------------------------------ 
                        <S>        <C>       <C>       <C>      <C> 
                            N/A    lBR/lBA     501      $480    $0.958 
                            N/A    lBR/lBA     602       540     0.897 
                            N/A    lBR/lBA     722       585     0.810 
                            N/A    2BR/lBA     818       630     0.770 
                            N/A    2BR/2BA     959       670     0.699 
                            N/A    2BR/2BA   1,088       795     0.731 
</TABLE>

Unit Amenities:            Washer/dryer connections, wood burning fireplaces, 
                           vertical blinds
Project Amenities:         Screened-in patios, tennis courts,
                           pools and hot tubs, car wash area and vacuum,     
                           controlled access gates, playground.               
                           
ECONOMIC DATA
Percent Occupied:          90%
Avg. Monthly Rent/SF       
of NRA:                    N/A 
Electricity Paid By:       Tenant
Length of Lease:           6 or 12 months
Security Deposit:          Yes
Pets Allowed/Deposit:      Yes

Confirmed With:            On-site agent
Date Confirmed:            12/97 by SNB/Bach Realty Advisors, Inc.

Remarks:                   Desirable location and project.
<PAGE>
 
                               GREEN TREE PLACE
- --------------------------------------------------------------------------------

                            [PICTURE APPEARS HERE]



                            [PICTURE APPEARS HERE]
<PAGE>
 
                               RENT COMPARABLE 4
                                        

PROPERTY IDENTIFICATION
Name of Project:           Green Tree Place     
Street Address:            9480 Princeton Square Boulevard 
City/State:                Jacksonville, Florida 

PROPERTY DESCRIPTION
Year Built/Renovated:      1987 
Number of Buildings:       N/A
Number of Stories:         2
Number of Units:           352
Net Rentable Area (SF):    298,720
Average Unit Size (SF):    849
Parking Surface:           Asphalt paved
Parking Spaces:            N/A
Type of Construction:      Wood frame with horizontal siding and composition
                           roof
Unit Mix:

<TABLE> 
<CAPTION> 
                             TOTAL   UNIT      SIZE  MONTHLY     MONTHLY      
                             UNITS   TYPE      (SF)    RENT      RENT/SF      
                             ---------------------------------------------
                             <S>    <C>      <C>    <C>       <C> 
                             16     1BR/1BA    550  $505-520  $0.918-0.945    
                             40     1BR/1BA    650   526-541   0.809-0.832    
                             144    1BR/1BA    802   566-581   0.706-0.723    
                             56     2BR/1BA    900   594-606   0.660-0.673    
                             56     2BR/2BA  1,020   636-646   0.621-0.633    
                             40     2BR/2BA  1,100   671-686   0.610-0.624    
</TABLE>

Unit Amenities:            Interior alarms, washer/dryers, vaulted ceilings,
                           fireplaces, ceiling fans, and bay windows

Project Amenities:         Fitness center, tennis courts, swimming pool1 &
                           jacuzzi, volleyball court, car wash area, playground,
                           and controlled access gates.

ECONOMIC DATA
Percent Occupied:          94%    
Avg. Monthly Rent/SF 
of NRA:                    $0.699 
Electricity Paid By:       Tenant 
Length of Lease:           6 or 12 months 
Security Deposit:          Yes 
Pets Allowed/Deposit:      Yes 

Confirmed With:            On-site agent 
Date Confirmed:            12/97 by SNB/Bach Realty Advisors, Inc. 

Remarks:                   Well maintained, above average complex. 
<PAGE>
 
                                  EXHIBIT "A"
                                  -----------

                               LEGAL DESCRIPTION
                               -----------------

PARCEL A:
- -------- 

   A tract of land in Section 24, Township 3 South, Range 27 East, Jacksonville,
Duval County, Florida. Said tract being more particularly described as follows:

   For point of reference, commence at the point of intersection of the
Northerly right of way line of Baymeadows Road (a 100 foot right of way, as now
established) with the Westerly right of way line of Southside Boulevard (State
Road No. 115, a 300 foot right of way, as now established), and run N 00 degrees
01'50" W, along said Westerly right of way line, a distance of 4,855.00 feet to
the Southeasterly corner of that property described in the Public Records of
said County in Official Records Volume 5141, Page 122; run thence S 89 degrees
58'l0" W, along said Southerly boundary, a distance of 670.00 feet to a point
for point of beginning.

   From the point of beginning thus described, run S 0 degrees 01'50" E a
distance of 532.65 feet to a point on the Northerly boundary of an easement for
ingress, egress, drainage and utilities, as described in the Public Records of
said County in Official Records Volume 5578, Pages 670 through 677; run thence
along said Northerly boundary, as follows: first course, S 70 degrees 58'10" W a
distance of 96.85 feet to a point of curvature; second course, a distance of
158.84 feet, along the arc of a curve, concave Northeasterly and having a
radius of 214.14 feet, a chord distance of 155.23 feet to a point of compound
curvature, the bearing of the aforementioned chord being N 87 degrees 46'50" W; 
third course, a distance of 50.41 feet, along the arc of a curve, concave
Northeasterly and having a radius of 50.00 feet, a chord distance of 48.30 feet
to a point of reverse curvature, the bearing of the aforementioned chord being N
37 degrees 38'46" W; fourth course, a distance of 204.24 feet, along the arc of
a curve, concave Southwesterly and having a radius of 100.00 feet, a chord
distance of 170.55 feet to a point on the Easterly boundary of that property
described in the Public Records of said County in Official Records Volume 5578,
Pages 670 through 677, the bearing of the aforementioned chord being N 67
degrees l6'l6" W; run thence along said Easterly boundary, as follows: first
course, N 56 degrees 27'20" W a distance of 223.94 feet to a point; second
course, N 0 degrees 0l'50" W a distance of 330.00 feet to a point on the
Southerly boundary of said property described in Official Records Volume 5141,
Page 122; run thence N 89 degrees 58'l0" E, along said Southerly boundary, a
distance of 620.00 feet to the point of beginning.

PARCEL B:
- -------- 

   A tract of land in Section 24, Township 3 South, Range 27 East, Jacksonville,
Duval County, Florida. Said tract being more particularly described as follows:

   For point of reference, commence at the point of intersection of the
Northerly right of way line of Baymeadows Road (a 100 foot right of way, as now
established) with the Westerly right of way line of Southside Boulevard (State
Road No. 115, a 300 foot right of way, as now established), and run N 00 degrees
01'50" W, along said Westerly right of way line, a distance of 4,855.00 feet to
the Southeasterly corner of that property described in the Public Records of
said County in Official Records Volume 5141, Page 122 for point of beginning.

                             Page One of Two Pages
<PAGE>
 
          From that point of beginning thus described, run S 0 degrees 01'50"
        E, along said Westerly right of way line of Southside Boulevard, a
        distance of 310.00 feet to a point of curvature, said point lying on the
        Nortnerly boundary of an easement for ingress, egress, drainage and
        utilities described in the Public Records of said County in Official
        Records Volume 5578, Pages 670 through 677; run thence along said
        Northerly boundary as follows: first course, a distance of 39.27
        feet, along the arc of a curve, concave Northwesterly and having a
        radius of 25.00 feet, a chord distance of 35.36 feet to a point of
        tangency, the bearing of the aforementioned chord being S 44 degrees
        58'10" W; second course, S 89 degrees 58'10" W a distance of 30.83 feet
        to a point of curvature; third course, a distance of 79.59 feet, along
        the arc of a curve, concave Southeasterly and having a radius of 240.00
        feet, a chord distance of 79.22 feet to a point of tangency, the
        bearing of the aforementioned chord being S 80 degrees 28'10" W; fourth
        course, S 70 degrees 58'10" W a distance of 566.92 feet to a point; run
        thence N 0 degrees 01'50" W a distance of 532.65 feet to a point on the
        Southerly boundary of said property described in Official Records Volume
        5141, Page 122; run, thence N 89 degrees 58'10" E, along said Southerly
        boundary, a distance of 679.00 feet to the point of beginning.

                     [STATE OF FLORIDA STAMPS APPEAR HERE]

                             Page Two of Two Pages
<PAGE>
 
                                  EXHIBIT "B"
                                  -----------

                               LEGAL DESCRIPTION
                               -----------------

Together with a perpetual non-exclusive easement over, through, across, under
and above the property hereinafter described for the purpose of ingress, egress
and utilities, to-wit:

STREET PARCEL
- -------------

   A tract of land in Section 24, Township 3 South, Range 27 East, Jacksonville,
Duval County, Florida. Said tract being more particularly described as follows:

   For point of reference, commence at the point of intersection of the
Northerly right of way line of Baymeadows Road (a 100 foot right of way, as now
established) with the Westerly right of way line of Southside Boulevard (State
Road No. 115, a 300 foot right of way, as now established), and run N 0 degrees
1'50" W, along said Westerly right of way line, a distance of 4,395.00 feet to a
point of curvature for point of beginning.

   From the point of beginning thus described, run a distance of 39.27 feet,
along the arc of a curve, concave Southwesterly, and having a radius of 25.00
feet, a chord distance of 35.36 feet to the point of tangency of said curve, the
bearing of the aforementioned chord being N 45 degrees 01'50" W; run thence S
89 degrees 58'10" W a distance of 146.66 feet to a point of curvature; run 
thence a distance of 60.35 feet, along the arc of a curve, concave
Southeasterly, and having a radius of 182.00 feet, a chord distance of 60.08
feet to the point of tangency of said curve, the bearing of the aforementioned
chord being S 80 degrees 28'l0" W; run thence S 70 degrees 58'10" W a distance
of 540.57 feet to a point of curvature, run thence a distance of 203.35 feet,
along the arc of a curve, concave Northeasterly, and having a radius of 274.14
feet, a chord distance of 198.72 feet to a point of reverse curvature, the
bearing of the aforementioned chord being N 87 degrees 46'50" W; run thence a
distance of 50.41 feet, along the arc of a curve, concave Southeasterly, and
having a radius of 50.00 feet, a chord distance of 48.30 feet to a point of
reverse curvature, the bearing of the aforementioned chord being S 84 degrees
35'06" W; run thence a distance of 515.81 feet, along the arc of a curve,
concave Northwesterly, and having a radius of 100.00 feet, a chord distance of
106.67 feet to a point of reverse curvature, the bearing of the aforementioned
chord being N 23 degrees 28'10" E; run thence a distance of 50.41 feet, along
the arc of a curve, concave Northeasterly and having a radius of 50.00 feet, a
chord distance of 48.30 feet to a point of reverse curvature, the bearing of the
aforementioned chord being S 37 degrees 38'46' E; run thence a distance of
158.84 feet, along the arc of a curve, concave Northerly, and having a radius of
214.14 feet, a chord distance of 155.23 feet to the point of tangency of said
curve, the bearing of the aforementioned chord being S 87 degrees 46'50" E; run
thence N 70 degrees 58'10" E a distance of 663.77 feet to a point of curvature;
run thence a distance of 79.59 feet, along the arc of a curve, concave
Southeasterly, and having a radius of 240.00 feet, a chord distance of 79.22
feet to a point of tangency, the bearing of the aforementioned chord being N 80
degrees 28'10" E; run thence N 89 degrees 58'10" E a distance of 30.83 feet to a
point of curvature; run thence a distance of 39.27 feet, along the arc of a
curve, concave Northwesterly and having a radius of 25.00 feet, a chord distance
of 35.36 feet to the point of tangency of said curve with the Westerly right of
way line of aforementioned Southside Boulevard, the bearing of the
aforementioned chord being N 44 degrees 58'l0" E; run thence S 0 degrees 01'50"
E, along said Westerly right of way line, a distance of 150.00 feet to the point
of beginning. The land thus described contains 2.2422 acres, more or less.
<PAGE>
 
                                  EXHIBIT "C"
                                  ----------

           1.  Easement over the East 20 feet of the subject property for
               utility purposes as reserved by Warranty Deed from Deerwood Lands
               Company to Epoch Properties, Inc. dated and recorded August 2,
               1983, in Official Records Volume 5680, Page 2386, Public Records
               of Duval County, Florida.

           2.  That certain reservation for non-exclusive easement for ingress,
               egress and utilities and utility purposes reserved by Deerwood
               Lands Company, in Deed dated and recorded August 2, 1983, in
               Official Records Volume 5680, Page 2386, Public Records of Duval
               County, Florida, over Parcel C of the subject property.

           3.  Easement granted by Epoch Properties, Inc. to Jacksonville
               Suburban Utilities Corp. recorded in Official Records Volume
               [5818], Page 1878, Public Records of Duval County, Florida.

           4.  That certain Bill of Sale granted by Epoch Properties, Inc. to
               Jacksonville Suburban Utilities Corp. recorded in Official
               Records Volume 5808, Page 1881, Public Records of Duval County,
               Florida

           5.  Those certain Covenants and Restrictions attached as Exhibit "B"
               to Deed from Deerwood Lands Company to Epoch Properties, Inc.
               dated August 2, 1983, and recorded in Official Records Volume
               5680, Page 2386, Public Records of Duval County, Florida.
<PAGE>
 
                         PROFESSIONAL QUALIFICATIONS 
                                STEVAN N. BACH


EXPERIENCE      Bach Realty Advisors, Inc. (since June 1997)                    
                     President. Emphasis in ad valorem tax and intangible value.
                     Real estate valuation and consultation on hotels, major
                     urban properties, and property portfolios. Financial and
                     feasibility analysis, land use, and market studies  

                Bach Thoreen McDermott Incorporated (July 1991-May 1997) 
                     Chief Executive Officer.                                   
                                                                                
                Bach Thoreen & Associates, Inc. (1985-1991)                     
                     President                                                  
                                                                                
                Bach & Associates, Inc. (1980-1984)                             
                     President                                                  
                                                                                
                Landauer Associates, Inc. (1980-1984)                           
                     Senior Vice-President and General Manager-Southwestern     
                     Region                                                     
                                                                                
                Coldwell Banker Commercial Group, Inc. (1973-1980)              
                     Vice-president and Manager, Appraisal Services.            
                                                                                
                Appraisal Research Associates (1971-1973)                       
                     Appraiser. Real Estate research valuation on urban and 
                     rural properties.                                          
                                                                                
                                                                                
                Ray R. Hastings, MAI (1964-1971)                                
                     Appraiser. Real Estate research valuation on urban and
                     rural properties.         

                Residential Real Estate Sales (1963-1964)                       
                     Salesman. Residential real estate salesman Covina,
                     California.               
                    
PROFESSIONAL  
ACTIVITIES

Member:         Appraisal Institute                                     
                Appraisal Institute, Houston Chapter 33                 
                Appraisal Institute, Chairman of the Grievance Committee of the
                Regional Ethics Panel                                         
                Appraisal Institute, Chairman of the Review and Counseling   
                Committee of the Regional Ethics Panel                       
                Appraisal Institute, Co-Chairman of the Education Committee  
                (1980)                                                       
                Appraisal Institute, Chairman of the Education Committee (1983)
                Appraisal Institute, Candidate Guidance Committee (1987-1992) 
                Appraisal Institute, Subcommittee Chairman, Admissions Committee
                (1984)                                                      
                AIREA Nonresidential Appraisal Report Grading Committee (1984)
                Appraisal Institute Expert Witness Video Committee (1990)

Licenses:       Real Estate Broker, State of Texas

Certification:  Certified in the Appraisal Institute's voluntary program of
                continuing education for its designated members (MAIs who
                meet the minimum standards of this program are awarded
                periodic education certification).
                    
                Certified General Real Estate Property appraiser in the      
                State of Texas, Certification No. TX-1323079-G 
                Certified General Real Estate Property appraiser in the 
                State of Colorado, Certification No. CG01323975

EDUCATION       B.S. Marketing, University of Southern California (1962)



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission