CONAM REALTY INVESTORS 4 L P
SC 13E3/A, 1998-11-05
REAL ESTATE
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<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 INVESTORS 4, L.P.
                             (NAME OF THE ISSUER)
 
    ConAm Realty Investors 4, L.P.      Continental American Properties, Ltd.
   ConAm Property Services IV, Ltd.           ConAm DOC Affiliates LLC
                      (NAME OF PERSONS FILING STATEMENT)
 
                     Units of Limited Partnership Interest
                        (TITLE OF CLASS OF SECURITIES)
 
                                   44849P404
                     (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
================================================================================
                 $9,250,000                                      $1,850
          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: $1,870          Filing party: ConAm Realty Investors 4, 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 INVESTORS 4, 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 two properties (the "Properties") of ConAm
Realty Investors 4, L.P., a California 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 Properties,
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 IV, 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 Properties 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 IV, 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," "NO APPRAISAL 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 $69.
- --------------------------------------------------------------------------------
 (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 INVESTORS 4, L.P.
 
                                     By: CONAM PROPERTY SERVICES IV, 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 IV, 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 SHADOWOOD VILLAGE APARTMENTS 
                             9820 CREEKFRONT ROAD
                             JACKSONVILLE, FLORIDA



                                      FOR

                       HUTTON/CON AM REALTY INVESTORS 4 
                             1764 SAN DIEGO AVENUE
                          SAN DIEGO, CALIFORNIA 92110



                                     AS OF

                               DECEMBER 31, 1997



                                      BY

                          BACH REALITY ADVISORS, INC.
                            1221 LAMAR, SUITE 1325
                             HOUSTON, TEXAS 77010

                                  BTM: 97-076
<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 Sales Comparables
                               Rent Comparables
                               Legal Description
                          Professional Qualifications
<PAGE>
 
                                            [LETTERHEAD OF B.A.C.H APPEARS HERE]



March 23, 1998


Hutton/Con Am Realty Investors 4
1764 San Diego Avenue
San Diego, California 92110

Re:  A Complete, Self-Contained Appraisal of the 110-Unit Multifamily Complex
     Known as the Shadowood Village Apartments Located At 9820 Creekfront Road -
     Jacksonville, Florida; BRA: 97-076

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 December 31, 1997. This complete, self-contained 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 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 December 31, 1997 is in the sum of

                FOUR MILLION SIX HUNDRED FIFTY THOUSAND DOLLARS
                                 ($4,650,000)

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
<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
                         appraiser.

                    6.   That the information, estimates, and opinions furnished
                         the appraiser 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
                         stmctural 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 appraiser.

                    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
                         appraiser. The appraiser is 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 does hereby certify to the best of my
                    knowledge and belief that, except as otherwise noted in this
                    complete, self-contained appraisal report:

                    1.   I 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
                         December 31, 1997 is $4,650,000.


                         /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 Shadowood Apartments
                                9820 Creekfront Road
                                Jacksonville, Florida
                                
Location:                       At the southwest corner of Southside Boulevard
                                and Creekfront Road in Jacksonville, Florida
                                
BRA:                            97-076
                                
Legal Description:              8.14 acres out of Section 24, Township 3 South,
                                Range 27 East, Duval County, Florida
                                
Land Size:                      8.14 acres or 354,578 square feet
                                
Building Area:                  100,750 square feet of net rentable space plus a
                                1,500-square-foot leasing office/clubhouse
                                
Year Built:                     1986
                             
Unit Mix:                       28 1BR/1BA at 738 square feet
                                46 1BR/1BA/DEN at 895 square feet
                                36 2BR/2BA at 1,081 square feet
                             
No. of Units:                   110
                             
Average Unit Size:              916 square feet
                                
Occupancy                       
 Physical:                      94.5 percent
 Economic:                      92.1 percent
                                
Highest and Best Use            
 As Vacant:                     Apartment development
 As Improved:                   Current use (as apartments)
                                
Date of Value:                  December 31, 1997
                                
"As Is" Market Value by         
 Sales Comparison Approach:     $4,650,000                   
                                
"As Is" Market Value by         
 Income Approach:               $4,600,000                 
                                
"As Is" Market Value            
 Conclusion:                    $4,650,000                 

                                                                               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 Shadowood
                    Village Apartments located at 9820 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 December
                    31, 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./l/

_____________________

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

                                                                               7
<PAGE>
 
FUNCTION OF THE
APPRAISAL           It is the understanding of the appraiser 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 appraiser 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>
 
                           [SITE PLAN 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.


                                1970    1980     1990    1994    1995    2005*
                               -------------------------------------------------
                    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

                    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 (I-95) to the
                    west. Southbound traffic on Southside Boulevard is provided
                    access to southbound I-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.

                                        YEAR    TOTAL UNITS PERMITTED
                                        ------------------------------
                                        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

                    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>

                    This survey indicates a slight increase in occupancy for all
                    units from one year ago with pre-1979 constructed units
                    receiving 2.9 percent 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
                    2/nd/ Quarter 1997 average monthly rental for all units was
                    $574, which would indicate a $6.00 reduction to the 3/rd/
                    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 a previous 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 94.5 percent and is considered to be near the
                    stabilized occupancy level. It is forecasted that the
                    subject after the first year 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 currently 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 support for a
                    strengthening apartment market.

                                                                              21
<PAGE>
 
                           [SITE PLAN APPEARS HERE]
<PAGE>
 
                               SITE DESCRIPTION
- --------------------------------------------------------------------------------

LOCATION               The subject site is located at the southwest 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 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 Shadowood Village Apartments, which
                       have a street address of 9820 Creekfront Road,
                       Jacksonville, 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 Tax Assessor's Office
                       indicates that the site comprises 8.14 acres and is
                       roughly rectangular in shape. The site has over 889 feet
                       of frontage along the south side of Creekfront Road and
                       more than 540 feet of frontage on the access road along
                       the west side of Southside Boulevard. The maximum width
                       of the site exceeds 836 feet, and the maximum depth is
                       more than 540 feet.

ACCESS AND VISIBILITY  The property is easily visible from both Creekfront Road
                       and Southside Boulevard due to its adequate frontage on
                       both streets. Direct access into the site is provided
                       south from Creekfront Road just west of Southside
                       Boulevard. Creekfront Road is an asphalt-paved two-laned
                       neighborhood thoroughfare, which reaches a dead-end cul
                       de sac 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 located in the Addenda of
                       this report. The subject site is generally described as
                       being an 8.14-acre tract 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, E 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 generally slopes upward from the west
                       side of the site to the eastern end at Southside
                       Boulevard. The site contains a retention lake at the west
                       end 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:

<TABLE> 
<CAPTION> 
                                                          1993             1994            1995            1996            1997
                                                       --------------------------------------------------------------------------
                       <S>                             <C>             <C>             <C>             <C>             <C> 
                       Total value                     $3,531,321      $3,637,107      $3,571,741      $3,574,835      $3,773,442
                       Total Taxes                      75,125.23       80,626.92       78,738.32       77,941.41       80,837.69
                       Tax Rate per $l000 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 previous years' tax rates:

<TABLE> 
<CAPTION> 
                                                            1993          1994           1995             1996             1997
                                                       --------------------------------------------------------------------------
                       <S>                             <C>           <C>            <C>              <C>              <C>        
                       County                          $  11.0199    $  11.2131     $  11.1196       $  11.2158       $  10.9883
                       School (State Law)                  6.4290        6.6540         6.6650           7.1154           6.3450
                       School (Local Board)                2.2860        2.7600         2.7600           2.9516           2.7800
                       Inland Navigation                   0.0520        0.0490         0.0400           0.0380           0.0500
                       Water Management                    0.3550        0.4820         0.4820           0.4820           0.4820
                       Debt Payments (Voter Approved)      1.1320        1.0097         0.9782                -           0.7975
                                                       ----------    ----------     ----------       ----------       ----------

                       Tax Rate per $1000 valuation     $ 21.2739    $  22.1678     $  22.0448       $  21.8028        $ 21.4228
</TABLE>

                       The assessor's parcel number for the subject site is
                       148522-0000-5. The subject, assessed at $34.07 per square
                       foot and $34,304 per unit, which is believed reasonable.

                       The real estate property taxes for the subject are
                       calculated at $80,838 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 1997 the
                       taxes for the subject are discounted 4 percent. For
                       purposes of this appraisal, we have assumed an on time
                       payment of taxes. The real estate taxes in the Income
                       Approach section of this report reflect an approximate 4
                       percent increase (inflation factor) over the 1997
                       property taxes. Real estate taxes for the subject in 1998
                       have been estimated at $84,371.

                                                                              23
<PAGE>
 
SITE CONCLUSION     The subject property is in southeastern Jacksonville about 8
                    aerial miles southeast of downtown. The parcel contains 8.14
                    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 9.2719-acre tract of land, is improved
                    with a two-story apartment project known as the Shadowood
                    Village Apartments. The improvements consist of 110
                    apartment units contained in ten buildings constructed in
                    1986. Also situated on the site is a leasing
                    office/clubhouse with a kitchen, sauna, exterior mail post,
                    deck, swimming pool and jacuzzi surrounded by an iron fence,
                    lighted and fenced tennis court, lake and mechanical shed.

                    There are three basic floor plans for the 110 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>
                          28       1BR/1BA         738      20,664
                          46     1BR/1BA/DEN       895      41,170
                          36       2BR/2BA       1,081      38,916
                         ---                     -----     -------
                         110                       916     100,750
</TABLE>

                    As seen in the figures above, the total net rentable area of
                    100,750 in 110 apartment units results in an average of 916
                    square feet per unit. There are a total of 74 one-bedroom
                    units and 36 two-bedroom units.

                    The land area is 8.14 acres equating to a density of 13.51
                    units per acre. The parking consists of 212 asphalt-paved
                    open spaces, or 1.93 spaces per unit. The parking ratio is
                    within industry and local market standards.

                    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 six panel 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. Batted 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 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
                    these appliances. 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. In 1994, the subject property underwent
                    renovation, which included replacing wood on porches,
                    repainting all buildings, and resealing the driveways.
                    However, with the advent of Hurricane Josephine immediately
                    prior to the appraiser's inspection, some severe roof and
                    water damage occurred, which may be covered under warranty
                    and/or insurance. Several capital items were repaired or
                    replaced in 1997. According to ConAm Management Corporation,
                    property managers of the subject, the following capital
                    expenditures are included in the 1998 budget:

<TABLE>
                         <S>                                          <C>
                         Rebuild screen porches....................   $ 80,000
                         Chimney caps..............................     30,000
                         Roof repairs..............................     36,000
                         Plumbing (shower pans/leeks)..............     30,000
                         Dumpster enclosures.......................     25,200
                                                                      --------
                         TOTAL.....................................   $201,000
</TABLE>

                    Considering the overall average to good condition after
                    capital repairs/replacements are made, 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 APPEARS HERE]


  Exterior view of clubhouse/leasing office serving Shadowood, Oaktree, and 
                                Creekside Oaks.


                            [PICTURE APPEARS HERE]

                   View of swimming pool serving the complex
<PAGE>
 
                            [PICTURE APPEARS HERE]

                     Interior view of Unit 507 living room


                            [PICTURE APPEARS HERE]

                       Interior view of Unit 507 kitchen
<PAGE>
 
                            [PICTURE APPEARS HERE]

                       Interior view of Unit 507 bedroom


                            [PICTURE APPEARS HERE]

                       Interior view of Unit 507 washer/dryer closet
<PAGE>
 
                            [PICTURE APPEARS HERE]

                    Exterior view of units and parking area


                            [PICTURE APPEARS HERE]

           Exterior view of interior street and brick paver bridge.
<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 8.14 acres, allowing for full
                    physical utilization of the site. The site has over 1,200
                    feet of frontage along the south side of Creekfront Road and
                    over 540 feet of frontage on Southside Boulevard. The site
                    can be developed up to 162 units based on the current
                    zoning. The topography of the site is exhibits a slight
                    slope upward from west to east, and 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 south side of Creekfront
                    Road at its southwest 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 becoming 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, however, as the overall market returns prices will
                    also return to acceptable investor levels.

                    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 (8.14
                    acres), rectangular configuration, 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
                    13.5 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;
                    however, it is below the maximum allowed in the zoning
                    regulation.

                    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
                    and the need for capital expenditures.

                                                                              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 appraiser obtained 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 appraiser, in applying the tools of analysis to the
                    valuation problem, seek to simulate the thought process of
                    the most probable decision-maker. The appraiser's judgment
                    concerns the applicability of alternative tools of analysis
                    to the facts of the problem, the data and information needed
                    to apply these tools, and the

                                                                              31
<PAGE>
 
                    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   08/97   $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   Oaks of Deerwood            05/97   $15,200,000   1987     336    294,888     92%     $4.00   $51.54  $45,238    7.76%    6.74
     10100 Baymeadows Road                                                 878
     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     08/96   $ 7,225,000   1986     224    179,476     98%     $3.85   $40.26  $32,254    9.56%    5.48
     Mills
     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 May 1996 to August 1997.
                              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
                              inn 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/SF      NOI/SF      Factor   Price/SF
               ---    --------    ------      ------      ------   --------
               <S>    <C>         <C>         <C>         <C>      <C> 
                 1     $69.11      $5.92        $4.61     0.77872     $53.82
                 2     $28.96      $3.16        $4.61     1.45886     $42.25
                 3     $51.54      $4.00        $4.61     1.15250     $59.40
                 4     $48.99      $4.69        $4.61     0.98294     $48.15
                 5     $75.12      $6.26        $4.61     0.73642     $55.32
                 6     $40.26      $3.85        $4.61     1.19740     $48.21
                 7     $45.77      $4.65        $4.61     0.99140     $45.38
                 8     $42.06      $4.26        $4.61     1.08216     $45.52
                 
                                          Mean=                       $49.75
                                          Value @ mean            $5,013,320

<CAPTION> 
               Sale     Sale                   Subject    Adjust.    Adjust.
               No.    Price/Unit  NOI/Unit    NOI/Unit    Factor   Price/Unit
               ----   ----------  --------    --------    -------  ----------
               <S>    <C>         <C>         <C>         <C>      <C>      
                 1    $73,214     $6,267       $4,225     0.67417    $49,358
                 2    $26,750     $2,916       $4,225     1.44890    $38,758
                 3    $45,238     $3,510       $4,225     1.20370    $54,453
                 4    $37,111     $3,562       $4,225     1.18613    $44,019
                 5    $75,099     $6,263       $4,225     0.67460    $50,662
                 6    $32,254     $3,083       $4,225     1.37042    $44,201
                 7    $37,500     $3,811       $4,225     1.10863    $41,574
                 8    $41,852     $4,240       $4,225     0.99646    $41,704

                                                 Mean=               $45,591
                                                 Value @ mean     $5,015,038
================================================================================
</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 $4.61 per square foot or $4,225 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
                              $42.25 to $59.40 per square foot and $38,758 to
                              $54,453 per unit. The simple average adjusted
                              prices (not weighted) per square foot and per unit
                              of the comparable sales was calculated at $49.76
                              and $45,591, respectively. Applying an age
                              adjustment based on square foot area and number of
                              units indicates value at $48.50 per square foot
                              and $45,000 per unit

                              100,750 SF at $48.50/SF, Rounded....... $4,900,000
                              110 units at $45,000/unit.............. $4,950,000

                              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 Direct Capitalization analysis in the
                              Income Approach, the subject is estimated to have
                              a 43.68 percent operating expense ratio (excluding
                              reserves). This is most similar to Sales 3, 4, 6,
                              and 7. These sales have EGRMs ranging from 5.47 to
                              6.74 with expense ratios from 42.80 to 47.70
                              percent.

                              Sale 7 was built in 1985, while 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 5.80 resulting in a
                              total value indication as follows:
                              
                              $825,320 x 5.80, Rounded............... $4,800,000

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

                       SALES COMPARISON - EGRM ANALYSIS

            ------------------------------------------------------------------
                           EFFECTIVE         EFFECTIVE GROSS     OPERATING
             SALE NO.   GROSS REVENUE/S F  REVENUE MULTIPLIER  EXPENSES 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 $4,900,000
                              and $4,950,000 and the effective gross income
                              multiplier method indicated a value of $4,800,000.
                              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 $4,900,000. From this, a deduction
                              for rent loss of $71,728 and for capital
                              expenditures of $201,000 is made as follows:

                                   Indicated Value                $4,900,000
                                   Less: Capital Expenditures       (201,000)
                                   Rent Loss                         (71,728)
                                   "As Is" Value                  $4,627,272
                                                                  ----------
                                                          Rounded $4,650,000

                              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
                              December 31, 1997, is

                                 FOUR MILLION SIX HUNDRED FIFTY THOUSAND DOLLARS
                                                ($4,650,000)

                                                                              36
<PAGE>
 
                 [AREA MAP OF COMPARABLE RENTALS APPEARS HERE]
<PAGE>
 
<TABLE> 
<CAPTION> 
==================================================================================================================================

                                                     RENT COMPARABLE ANALYSIS

- ----------------------------------------------------------------------------------------------------------------------------------
 COMP                                    YEAR    NO.       NRA      AVERAGE        1997          1996                     SQUARE 
 NO.    NAME OF PROJECT                 BUILT   UNITS     (SF)     UNIT SIZE   OCCUP. RATE   OCCUP. RATE    FLOOR PLANS    FEET   
- ---------------------------------------------------------------------------------------------------------------------------------- 
<S>     <C>                             <C>     <C>     <C>        <C>         <C>          <C>            <C>            <C> 
  1     The Antlers Apts.               1985     400    331,780       829          90%          93%        1BR/1BA/DEN      608
        8433 Southside Blvd.                                                                                 1BR/1BA        529
                                                                                                             1BR/1BA        561
                                                                                                             1BR/1BA        576
                                                                                                             1BR/1BA        615
                                                                                                             1BR/1BA        630
                                                                                                             2BR/2BA        676
                                                                                                             2BR/2BA        169
- ----------------------------------------------------------------------------------------------------------------------------------  
  2     Evergreen Club                  1990     240    180,800       753          93%          NA%          1BR/1BA        600
        9611 Southbrook Drive                                                                                1BR/1BA        700
                                                                                                             1BR/1BA        800
                                                                                                             2BR/2BA      1,000
- ----------------------------------------------------------------------------------------------------------------------------------
  3     The Glades Apts., Phase I       1985     360    230,500       640          92%          93%          1BR/1BA        550
        7524 Southside Blvd.                                                                                 1BR/1BA        650
                                                                                                             1BR/1BA        750
                                                                                                             2BR/2BA      1,000
                                                                                                           2BR/2BA/LOFT   1,200
- ---------------------------------------------------------------------------------------------------------------------------------- 
  4     Oaks at Baymeadows Apts.        1985     248    246,820       995          89%          97%          1BR/1BA        685
        8401 Southside Blvd.                                                                                 1BR/1BA        850
                                                                                                           1BR/1BA/DEN    1,115 
                                                                                                             2BR/1BA      1,115  
                                                                                                             2BR/1BA      1,210
                                                                                                           2BR/2BA/DEN    1,455
- ---------------------------------------------------------------------------------------------------------------------------------- 
        Shadowood Village Apts.         1986     110    100,750       916          95%          96%          1BR/1BA        738
        8920 Creekfront Road                                                                               1BR/1BA/DEN      895
        SUBJECT                                                                                              2BR/2BA      1,081
==================================================================================================================================

<CAPTION> 
- ------------------------------------------------------------------------------------------------------------------------
 COMP                                   1997 MONTHLY      1997     
 NO.    NAME OF PROJECT                     RATE        RENT/SF                    AMENITIES/COMMENTS  
- ------------------------------------------------------------------------------------------------------------------------
<S>     <C>                             <C>             <C>        <C>
  1     The Antlers Apts.                   $514        $0.845     Microwave ovens, washer/dryer in units,
        8433 Southside Blvd.                 529         0.848     miniblinds, fireplaces, vaulted ceilings, outdoor
                                             561         0.723     utility closets, pools, tennis courts, racquetball
                                             576         0.720     courts, exercise/weight room, club room, lake.
                                             615         0.693
                                             630         0.694
                                             676         0.646
                                             691         0.648
- ------------------------------------------------------------------------------------------------------------------------
  2     Evergreen Club                      $547        $0.912     Washer/dryer in units, fireplaces, swimming
        9611 Southbrook Drive                587         0.839     pools, tennis courts, jacuzzi, sauna, exercise/
                                             622         0.778     weight room, clubroom, volleyball court, 
                                             710         0.710     vaulted ceilings, lake views.
- ------------------------------------------------------------------------------------------------------------------------ 
  3     The Glades Apts., Phase I           $524        $0.953     Washer/dryer in units, miniblinds, vaulted
        7524 Southside Blvd.                 554         0.894     ceilings, outdoor utility closets, burglar alarms,
                                             569         0.818     swimming pools, racquetball courts, basketball
                                             689         0.692     court, club room, lakes
                                             789         0.732
- ------------------------------------------------------------------------------------------------------------------------ 
  4     Oaks at Baymeadows Apts.            $500        $0.730     Washer/dryer connections, miniblinds,
        8401 Southside Blvd.                 560         0.659     fireplaces, ceiling fans, vaulted ceilings, pool,
                                             650         0.583     tennis courts, jacuzzi, racquetball court, club
                                             650         0.583     room, volleyball court, lake
                                             690         0.570
                                             790         0.543
- ------------------------------------------------------------------------------------------------------------------------ 
        Shadowood Village Apts.             $585        $0.793     Microwave ovens, miniblinds, fireplaces,
        8920 Creekfront Road                 630         0.704     vaulted ceilings, outdoor utility closets, wet
        SUBJECT                              675         0.624     bars, pools, tennis courts, jacuzzi,
                                                                   exercise/weight room, club room, 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"                  
                             -------------------------------------------------------------------------  
                                                  TOTAL    SIZE    TOTAL   RENT/      MO.      RENT/    
                              PLAN    UNIT TYPE   UNITS    (SF)    (SF)    MONTH     TOTAL    SF/MO.    
                             -------------------------------------------------------------------------  
                             <S>    <C>           <C>    <C>      <C>        <C>    <C>       <C> 
                               A      1BR/1BA      28      738    20,664     $585   $16,380   $0.793    
                               B    1BR/1BA/Den    46      895    41,170      630    28,980    0.704    
                               C      2BR/2BA      36    1,081    38,916      675    24,300    0.624    
                                                  ---    -----   -------     ----   -------   ------    
                                                                                                        
                                                  110      916   100,750     $633   $69,660   $0.691     
</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

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

                             SUBJECT-RENT ANALYSIS
                               SHADOWOOD VILLAGE

- --------------------------------------------------------------------------------
                                  UNIT       AVG.    AVG. MONTHLY   PROJECT/UNIT
                   UNIT TYPE    SIZE(SF)  RENT/MONTH   RENT/SF       AMENITIES
- --------------------------------------------------------------------------------
SUBJECT              1BR/1BA        738     $585       $0.793      Average/Good 
The Glades           1BR/1BA        750      569        0.818       Good/Good
Evergreen Club       1BR/1BA        700      587        0.839       Good/Good
The Antlers        1BR/1BA/DN       776      561        0.723      Average/Good
The Antlers        1BR/1BA/UP       800      576        0.720      Average/Good
Oaks at Baymeadows   lBR/1BA        685      500        0.730       Good/Good
- --------------------------------------------------------------------------------
SUBJECT              1BR/1BA/DEN    895     $630       $0.704      Average/Good 
The Antlers          1BR/1BA/DN     888      615        0.693      Average/Good
The Antlers          1BR/1BA/UP     908      630        0.694      Average/Good 
Oaks at Baymeadows   1BR/1BA/DEN  1,115      650        0.583       Good/Good
- --------------------------------------------------------------------------------
SUBJECT              2BR/2BA      1,081     $675       $0.624      Average/Good
The Glades           2BR/2BA      1,000      689        0.692       Good/Good
The Antlers        2BR/2BA/DN     1,046      676        0.646      Average/Good 
The Antlers        2BR/2BA/UP     1,067      691        0.648      Average/Good 
Oaks at Baymeadows   2BR/2BA      1,115      650        0.583       Good/Good
- --------------------------------------------------------------------------------

  DN = downstairs
  UP = upstairs
<PAGE>
 
                              management and found by the appraiser to be most
                              comparable. They range in total unit size from 240
                              to 400 units and in occupancy from 90 to 93
                              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 $0.615 to $0.922 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 The Glades. This plan is also similar
                              to the one-bedroom unit at The Antlers. These
                              comparables range in monthly rental asking prices
                              from $561 to $569 or from $0.723 to $0.818 per
                              square foot. The subject's Plan A has average
                              asking rents of $585 per unit or $0.793 per square
                              foot. The subject's rent is in the mid range of
                              those for Plan A of the comparable properties.
                              Additionally, the subject units' rent is believed
                              at market rent.

                              Plan B containing 895 square feet from the subject
                              is also most similar in size and amenities to
                              similar two-bedroom units displayed from The
                              Antlers. There are two 1 bedroom/1 bath units at
                              The Antlers that are comparable. One is a
                              downstairs unit containing 888 square feet and
                              rents for $615 per month or $0.693 per square
                              foot. The other is an upstairs unit having 908
                              square feet and renting for $630 or $0.694 per
                              square foot per month. Plan B has average asking
                              rents of $630 per month or $0.704 per square foot.
                              Thus, the current asking rent is above the per
                              square foot range provided by the rent
                              comparables. This is due to the den that the
                              subject unit has and its rent is market value.

                              The subject's largest plan, Plan C, with 1,081
                              square feet has an average asking rent of $675 per
                              month or $0.624 per square foot. This plan is most
                              similar in size and amenities to the two-bedroom
                              plans from The Antlers. These comparable units
                              range in monthly rental amounts from $676 to $691,
                              which equates to $0.646 to $0.648 per square foot.
                              The subject rent is near the lower end of the
                              comparable rental range and is mainly due to size.
                              The subject quoted rents are considered market.

                                                                              38
<PAGE>
 
                              There are currently ten vacant units in the
                              subject complex. This equates to a current
                              physical occupancy rate of 94.5 percent. Physical
                              occupancy one year ago was 96 percent. These
                              numbers indicate a downward movement in physical
                              occupancy for the subject property.

                              Economic occupancy is estimated near 92 percent.
                              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"                     
                             ---------------------------------------------------------------------------- 
                                                      TOTAL     SIZE   TOTAL    RENT/     MO.      RENT/  
                             PLAN        UNIT TYPE    UNITS     (SF)   (SF)     MONTH   TOTAL     SF/MO.  
                             ---------------------------------------------------------------------------- 
                             <S>       <C>            <C>     <C>     <C>       <C>   <C>        <C> v
                             A           1BR/1BA        28      738   20,664    $585  $16,380    $0.793   
                             B         1BR/1BA/Den      46      895   41,170     630   28,980     0.704   
                             C           2BR/2BA        36    1,081   38,916     675   24,000     0.624   
                                                        --    -----   ------     ---   ------     -----   

                                                       110      916  100,750    $633  $69,660    $0.691    
</TABLE> 

                              Gross Annual Rental Income: $69,660 x 12 months
                              =$835,920

                              Our cash flow analysis, as well as our direct
                              capitalization method, indicates a gross rental
                              income of $852,638. 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 $41,448 or
                              $0.41 per square foot. This figure fell by
                              approximately 39 percent during 1991 to $0.25 per
                              square foot, or a total of $25,229. In 1992, other
                              income decreased further to $24,686 or $0.25 per
                              square foot. For 1993, other income decreased to
                              $22,591 or $0.22 per square foot. The declining
                              trend continued in 1994 and 1995 with other income
                              at $19,809 and $18,527 or $0.20 and $0.18 per
                              square foot, respectively. Annualized figures for
                              the first nine months of 1996 project a total of
                              $14,441, or $0.14 per square foot while 1997 other
                              income is $15,369 or $0.15 per square foot. 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
                              $0.16 per square foot is typical for a project
                              such as the subject. This equates to a total
                              "Other Income" of $16,120 in the first year of our
                              projected cash flow as well as in the direct
                              capitalization method.

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

                                                    SUBJECT - EXPENSE ANALYSIS
                                                   SHADOWOOD VILLAGE APARTNWNTS

- -----------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>         <C>       <C>                               <C>                                
Comparab1e No.                    1          2         3                              SUBJECT PROPERTY
Year Built                      1984        1984      1985                                     1986
Net Rentable Square Feet      156,688     142,792   117,980                                  100,750
Number of Units                 160         120       124                                      110
Average Unit Size               979        1,190      951                                      916 
- -----------------------------------------------------------------------------------------------------------------------------------

<CAPTION> 
                               1997         1997      1997      1993      1994       1995      1996-YTD    1997    BRA PROJECTIONS
                              ACTUAL       ACTUAL    ACTUAL    ACTUAL    ACTUAL     ACTUAL   ANNUALIZED   ACTUAL    CALENDAR YEAR
                               PSF          PSF       PSF       PSF       PSF        PSF          PSF      PSF     ENDING 12/31/98
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                   /SF       /UNIT
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>          <C>       <C>       <C>       <C>        <C>      <C>          <C>      <C>      <C> 
EXPENSES                                                                                                                          
  Real Estate Taxes             $0.69       $0.72     $0.71     $0.75     $0.77     $0.76      $0.85      $0.80     $0.84   $  767
  Insurance                      0.13        0.16      0.16      0.11      0.16      0.18       0.18       0.18      0.19      171 
  Operating Expenses             0.69        0.55      0.65      0.71      0.72      0.69       0.72       0.68      0.65      594 
  Utilities                      0.70        0.68      0.86      0.63      0.66      0.72       0.68       0.94      0.65      594 
  Repairs & Maintenance          0.53        0.52      0.43      0.46      0.39      0.46       0.57       0.58      0.44      404 
  Contract Services              0.18        0.21      0.30      0.20      0.20      0.22       0.21       0.21      0.22      200 
  Management                     0.32        0.34      0.39      0.34      0.35      0.35       0.37       0.38      0.40      367 
  General Administrative         0.15        0.15      0.18      0.11      0.18      0.16       0.21       0.18      0.19      171 
                                -----       -----     -----     -----     -----     -----      -----      -----     -----   ------

Total Expenses                  $3.39       $3.33     $3.68     $3.31     $3.43     $3.54      $3.79      $3.95    *$3.58  *$3,268
===================================================================================================================================
</TABLE> 

*  Differences may occur due to rounding

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


                                  Gross Rental Income                $852,638
                                  Other Income                         16,120
                                                                     --------
                                  Total Potential Gross Income       $868,758

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
                              94.5 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 above the
                              Third Quarter 92.8 percent citywide rate in the
                              Jacksonville area. The subject property has a
                              current economic occupancy rate of 92.1 percent,
                              which is considered below, but near stabilized
                              occupancy for the subject. A 95.0 percent
                              stabilized economic occupancy has been utilized
                              for the subject during the holding period and a
                              deduction is taken for rent loss as the stabilized
                              occupancy is believed achievable in year 2.

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 Expense
                              Analysis Chart on the facing page summarizes the
                              actual and/or annualized 1997 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 available to the appraiser at
                              the time of the report and are also 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 Shadowood 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
                              $3,773,442 the total tax liability is $80,838 or

                                                                              40
<PAGE>
 
                              $0.80 per square foot. After examining the tax
                              liabilities of the comparables used in our expense
                              analysis (which exhibited a range from $0.69 to
                              $0.72 per square foot), we have reflected the
                              actual 1997 real estate taxes plus an approximate
                              4 percent inflation factor in our estimate of the
                              1998 taxes (includes personal property taxes).
                              Thus, real estate taxes have been estimated at
                              $0.84 per square foot or $767 per unit and
                              totaling $84,371. 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 $0.19 per
                              square foot or $18,860. All of the expense
                              comparables utilized exhibit a range of insurance
                              costs from $0.13 to $0.16 per square foot for
                              1997. The subject's actual insurance costs have
                              been fluctuating from $0.11 to $0.21 per square
                              foot since 1993. The annualized 1996 insurance
                              costs are projected at $0.21 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 $171. 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 $0.71, $0.72, $0.69, and $0.72 per square
                              foot, respectively. The annualized 1997 operating
                              expense is $0.68 per square foot. The expense
                              comparables indicate a range of operating expenses
                              from $0.55 to $0.69 per square foot. Based on the
                              subject's historical expenses and a comparison of
                              operating expenses of comparable properties, the
                              appraisers have estimated a 1998 year operating
                              expense of $65,367 which is equivalent to $0.65
                              per square foot or $594 per unit. This expense is
                              expected to increase 4 percent annually throughout
                              our projection period.

                              UTILITIES - The expense comparables' 1997 utility
                              expenses have a range from $0.68 to $0.86 per
                              square foot. The subject's annualized 1996
                              year-to-date expense is $0.68 per square foot. The
                              1997 expense is $0.94 per square foot; however,
                              this is unusually high and needs to be tempered to
                              the market and to historical occurrence. 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 $0.65 per square foot or $594 per unit, near
                              the lower end of the comparables range. This
                              equates to a total utility expense estimate of
                              $65,367 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 $0.57 per square foot for the subject. 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
                              $0.53 per square foot and the subject's 1997
                              annualized expense is $0.58 per square foot.
                              Repairs and

                                                                              41
<PAGE>
 
                              maintenance costs of $0.44 per square foot or $404
                              per unit and totaling $44,411 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 1997 contract
                              services expenses between $0.18 and $0.30 per
                              square foot. Actual expenses for the subject for
                              the 1997 contract services expense are estimated
                              at $0.21 per square foot, while 1997 indicated
                              $0.21 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
                              $0.22 per square foot or $200 per unit and
                              totaling $22,006 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 1993 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 above this range at $0.21 per square
                              foot. The 1997 expense was $0.18 per square foot.
                              The appraiser utilized an $0.19 per square foot
                              figure or $171 per unit and totaling $18,860,
                              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, except
                              for year 1. The total estimated 1997 calendar year
                              expenses for the Shadowood Village Apartments,
                              excluding reserves for replacement, equates to
                              $3.58 per net rentable square foot or $3,268 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

                                                                              42
<PAGE>
 
                              since its construction. It is our opinion that a
                              reserve allowance of $0.33 per square 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 totals
                              $33,000 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 $201,000 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 $0.691 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.

                              .    The subject property's current physical
                                   occupancy rate is 94.5 percent. The economic
                                   occupancy rate of 92.1 percent as of December
                                   1997 is below the estimated stabilized
                                   occupancy rate of 95.0 percent. It is our
                                   opinion

                                                                              44
<PAGE>
 
<TABLE> 
<CAPTION> 
====================================================================================================================================
                                                          Shadow Village
====================================================================================================================================
Period                                                 1           2           3            4           5         6         7  
                                                    1998        1999        2000         2001        2002      2003      2004
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>        <C>             <C>          <C>         <C>          <C>        <C>        <C>        <C>   
INCOME:
Apt. Rents                                         852,638     886,744     922,214      959,102     997,466  1,037,365  1,078,860  
Rent/SF/Mo.                                          0.705       0.733       0.763        0.793       0.825      0.858      0.892
Dther Income/Yr.                                    16,120      16,765      17,435       18,133      18,858     19,612     20,397
                                                 ---------    --------    --------     --------   ---------  ---------  ---------  
Gross Income                                       868,758     903,509     939,649      977,235   1,016,324  1,056,977  1,099,257
% Vacancy                                             7.00%       5.00%       5.00%        5.00%       5.00%      5.00%      5.00%
Vacancy Allowance                                   60,813      45,175      46,982       48,862      50,816     52,849     54,963 
                                                 ---------    --------    --------     --------   ---------  ---------  ---------  
Eff. Gross Income                                  807,945     858,333     892,667      928,373     965,508  1,004,129  1,044,294 
                      -------------------                                                           
EXPENSES:               Per/Unit  Per/SF                                                            
                      -------------------                                                           
Real Estate Taxes           767   0.84              84,371      87,746      91,256       94,906      98,702    102,650    106,756  
Insurance                   171   0.19              18,860      19,615      20,399       21,215      22,064     22,947     23,864  
Operating Expenses          594   0.65              65,367      67,981      70,701       73,529      76,470     79,528     82,710  
Utilities                   594   0.65              65,367      67,981      70,701       73,529      76,470     79,528     82,710  
Repair & Maintenance        404   0.44              44,411      44,187      48,035       49,956      51,954     54,032     56,194  
Contract Services           200   0.22              22,006      22,887      23,802       24,754      25,744     26,774     27,845  
Management Fee             5.00%  0.40              40,397      42,917      44,633       46,419      48,275     50,206     52,215  
General & Administrative    171   0.19              18,860      19,615      20,399       21,215      22,064     22,947     23,864  
Reserves                    300   0.33              33,000      34,320      35,693       37,121      38,605     40,150     41,756  
                                                 ---------    --------    --------     --------   ---------  ---------  ---------  
Total Expenses           $3,569  $3.90             392,639     409,248     425,618      442,643     460,349    478,763    497,913  
                      -------------------                                                           
Per SF Per Yr.                                        3.90        4.06        4.22         4.39        4.57       4.75       4.94  
Per Unit                                             3,569       3,720       3,869        4,024       4,185      4,352      4,526  
                                                 ---------    --------    --------     --------   ---------  ---------  ---------  
NET OPERATING INCOME                              $415,306    $449,085    $467,048     $485,730    $505,159   $525,366   $546,381
                                                 =========    ========    ========     ========    ========   ========   ======== 
Per SF                                               $4.12       $4.46       $4.64        $4.82       $5.01      $5.21      $5.42 
Per Unit                                            $3,776      $4,083      $4,246       $4,416      $4,592     $4,776     $4,967 
==================================================================================================================================

Capital Items/Deferred Maintenance:                201,000                                        

                                                 ---------    --------    --------     --------   ---------  ---------  ---------  
Cash Flow                                          214,306     449,085     467,048      485,730     505,159    525,366    546,381
                                                 ---------    --------    --------     --------   ---------  ---------  ---------  
Present Value Factor             12.00%           0.892857    0.797194    0.711780     0.635518    0.567427   0.506631   0.452349   

Present Value of Cash Flow                         191,345     358,008     332,436      308,690     286,641    266,167    247,155

NOI in 11th Year                                   639,188                Present value of Income Stream                2,630,936
Ro at Reversion                                      10.00%               Present Value of Reversion                    1,975,693
                                                 ---------

                                                                          ---------------------------------------------------------
Indicated Reversion                              6,391,879                Indicated Value of Subject                    4,606,629
Less: Sales costs                 4.00%            255,675                Indicated Value/SF                                45.72
                                                 ---------
                                                                          Indicated Value/Unit                             41,878
Reversion in 10th Yr                             6,136,204                GIM at Indicated Value                             5.40
                                                                          Ro at Indicated Value                              9.02%
                                                                          ---------------------------------------------------------
<CAPTION> 
- --------------------------------------------------------------------------------
PERIOD                                8           9         10         Reversion
                                   2005        2006       2007           2008
- --------------------------------------------------------------------------------
<S>                               <C>       <C>         <C>         <C> 
INCOME:
Apt. Rents                        1,122,014 1,166,895   1,213,570   1,262,113
Rent/SF/Mo.                           0.928     0.965       1.004       1.044
Dther Income/Yr.                     21,213    22,061      22,944      23,862
                                  --------- ---------   ---------   --------- 
Gross Income                      1,143,227 1,188,956   1,236,514   1,285,975

% Vacancy                              5.00%     5.00%       5.00%       5.00%
Vacancy Allowance                    57,161    59,448      61,826      64,299
                                  --------- ---------   ---------   --------- 
Eff. Gross Income                 1,086,065 1,129,508   1,174,688   1,221,676


EXPENSES:               
Real Estate Taxes                   111,026   115,468     120,086     124,890
Insurance                            24,819    25,812      26,844      27,918
Operating Expenses                   86,018    89,459      93,037      96,759
Utilities                            86,018    89,459      93,037      96,759
Repair & Maintenance                 58,441    60,779      63,210      65,739
Contract Services                    28,959    30,117      31,322      32,575
Management Fee                       54,303    56,475      58,734      61,084
General & Administrative             24,819    25,812      26,844      27,918
Reserves                             43,426    45,163      46,969      48,848
                                  --------- ---------   ---------   ---------
Total Expenses                      517,830   538,543     560,085     582,488

Per SF Per Yr.                         5.14      5.35        5.56        5.78
Per Unit                              4,708     4,896       5,092       5,295
                                  --------- ---------   ---------   ---------  
NET OPERATING INCOME               $568,236  $590,965    $614,604    $639.188
                                  =========  ========   =========   =========
Per SF                                $5.64     $5.87       $6.10       $6.34
Per Unit                             $5,166    $5,372      $5,587      $5,811
==============================================================================

Capital Items/Deferred Maintenance:
                             
                                  --------- ---------   ---------   ---------  
Cash Flow                           568,236   590,965     614,604     639,188
                                  --------- ---------   ---------   --------- 
Present Value Factor               0.403883  0.360610    0.321973    1.000000

Present Value of cash Flow          229,501   213,108     197,886     639,188
</TABLE> 
<PAGE>
 
     ==========================================================================
                                CASH FLOW SUMMARY

           CALENDAR YEAR       ANNUAL        12.00%          PV OF
            ENDING 12/31     CASH FLOW     NPV FACTOR      CASH FLOW
            ------------     ---------     ----------      ---------
                    1998     $214,306     0.892857143       $191,345
                    1999      449,085     0.797193878        358,008
                    2000      467,048     0.711780248        332,436
                    2001      485,730     0.635518078        308,690
                    2002      505,159     0.567426856        286,641
                    2003      525,366     0.506631121        266,167
                    2004      546,381     0.452349215        247,155
                    2005      568,236     0.403883228        229,501
                    2006      590,965     0.360610025        213,108
                    2007      614,604     0.321973237        197,886
                                                             -------

          TOTAL NPV OF CASH FLOWS                         $2,630,936

          Projected NOI - 11th Year                         $639,188
          Terminal Capitalization Rate                         10.00%          
                                                              ------
          Estimated Value of Property at End of 10th Year $6,391,879
          Less Sales Cost @                   4.00%         (255,675)
                                                           --------- 
          Value of Reversion at End of 10th Year          $6,136,204
          Discount Factor - 10th Year        12.00%         0.321973          
                                                            --------
          Present Value of the Reversion                  $1,975,693
          Sum of Present Values of Cash Flow               2,630,936
                                                           ---------
          MARKET VALUE AS OF DECEMBER 31, 1997            $4,606,629
                                             (ROUNDED)    $4,600,000 
                                                          ========== 
     ==========================================================================
<PAGE>
 
                                    that the subject should be capable of
                                    averaging 95.0 percent economic occupancy
                                    throughout the holding period of our cash
                                    flow analysis after the first year.
                                    Occupancy for the 1998 or first year is
                                    estimated at 93 percent.

                               .    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 $0.33
                                    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 January 1, 1998 may be found on the
                               preceding pages. The estimated leased fee market
                               value for the subject on an "as is" basis as of
                               December 31, 1997 via discounted cash flow method
                               is

                                    FOUR MILLION SIX HUNDRED THOUSAND DOLLARS
                                                      ($4,600,000)

                                                                              45
<PAGE>
 
<TABLE> 
<CAPTION> 
================================================================================
                             DIRECT CAPITALIZATION
                            
================================================================================
                                                  TOTAL      /UNIT     /SF
- --------------------------------------------------------------------------------
<S>                              <C>           <C>          <C>      <C>  
Potential Gross Rental Income                    $852,638    $7,751   $8.46
Ancillary Income                                   16,120       147    0.16 
                                                   ------       ---    ----

Potential Gross Income                           $868,758    $7,898   $8.62
Less: Vacancy & Credit Loss @    5.00%             43,438       395    0.43
                                                   ------       ---    ----

Effective Gross Income                           $825,320    $7,503   $8.19

FIXED EXPENSES
- --------------
Real Estate Taxes                                 $84,371      $767   $0.84
Insurance                                          18,860       171  0.1872
                                                   ------       ---  ------
Total Fixed                                      $103,231      $938   $1.02

VARIABLE EXPENSES                               
- -----------------                               
Operating Expenses                                $65,367      $594   $0.65
Utilities                                          65,367       594    0.65
Repairs and Maintenance                            44,411       404    0.44
Contract Services                                  22,006       200    0.22
Management Fee                   5.00%             41,266       375    0.41
General Administrative                             18,860       171    0.19
Reserves for Replacement                           33,000       300    0.33  
                                                   ------       ---    ----
Total Variable                                   $290,277    $2,639   $2.88
Total Expenses                                   $393,508    $3,577   $3.91
                                                 --------    ------   -----

Net Operating Income                             $431,812    $3,926   $4.29

Capitalization Rate                                  9.00%
                                                    -----
Fee Simple Stabilized Market Value             $4,797,916   $43,617  $47.62

Less:         Rent Loss Due to Lease Up            71,728       652       1
              Capital Expenditures                201,000     1,827    2.00   
                                                  -------     -----    ----

LEASED FEE "AS IS" MARKET VALUE                $4,525,189   $41,138  $44.92
ROUNDED                                        $4,530,000
                                               ==========
</TABLE> 

================================================================================
                            RENT LOSS DUE TO LEASE-UP
                            -------------------------

<TABLE> 
<CAPTION> 
                                                 Year 1       Year 2
                                                 ------       ------
                     <S>                       <C>          <C> 
                           Stabilized NOI      $431,812     $431,812
                           Projected NOI        355,064      449,085
                                                -------      -------
                           Rent Loss            $76,748           $0
                     7.00% PV Factor           0.934579     0.873439
                                               --------     -------- 

                           PV Income Loss       $71,728           $0

                           CUMULATIVE TOTAL                  $71,728
</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
                              $4,550,000 and is shown on the facing page.

INCOME APPROACH
CONCLUSION                    DCF Method............................. $4,600,000
                              Direct Capitalization Method........... $4,550,000

                              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 December 31, 1997, to be

                                    FOUR MILLION SIX HUNDRED THOUSAND DOLLARS
                                                      ($4,600,000)

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

                                      Sales Comparison Approach    $4,650,000
                                      Income Approach              $4,600,000

                        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. The Income Approach was rounded down
                        to its value conclusion and this was given consideration
                        in the final value conclusion.

                        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 December 31, 1997, is

                              FOUR MILLION SIX HUNDRED FIFTY THOUSAND DOLLARS
                                                 ($4,650,000)

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

                            [PICTURE APPEARS HERE]

                            [PICTURE APPEARS HERE]
<PAGE>
 
                            COMPARABLE APARTMENT SALE 1


PROPERTY IDENTIFICATION
Job Number                   97-075/97-076                 
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                        97-075/97-076                    
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                       97-075/97-076                                
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                          97-075/97-076                 
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                          97-075/97-076               
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                         97-075/97-076   
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                         97-075/97-076
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                         97-075/97-076                             
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>
 
                                   THE ANTLERS
- --------------------------------------------------------------------------------

                            [PICTURE APPEARS HERE]

<PAGE>
 
                               RENT COMPARABLE 1


PROPERTY DESCRIPTION
Project No.                   97-076
Name of Project:              The Antlers
Street Address:               8433 Southside Boulevard
City/State:                   Jacksonville, Florida
                              
PROPERTY DESCRIPTION          
Year Built/Renovated:         1985
Number of Buildings:          27
Number of Stories:            2
Number of Units:              400
Net Rentable Area (SF):       331,780
Average Unit Size (SF):       829
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> 
                                 56     1BR/1BA/DN        608    $514    $0.845
                                 56     1BR/1BA/UP        624     529     0.848
                                 56     1BR/1BA/DN        776     561     0.723
                                 56     1BR/1BA/UP        800     576     0.720
                                 36     1BR/1BA/DN        888     615     0.693
                                 36     1BR/1BA/UP        908     630     0.694
                                 52     2BR/2BA/DN      1,046     676     0.646
                                 52     2BR/2BA/UP      1,067     691     0.648
</TABLE> 

                              DN = downstairs; UP = upstairs

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

ECONOMIC DATA
Percent Occupied:             90%
Avg. Monthly Rent/SF of NRA:  $0.717
Electricity Paid By:          Tenant
Length of Lease:              7 or 12 months
Security Deposit:             $150-$200
Pets Allowed/Deposit:         Yes, 25 lbs. maximum; $150 nonrefundable
                             
Confirmed With:               On-site leasing agent and ConAm survey
Date Confirmed:               December 1997 - Stevan N. Bach, Bach Realty
                              Advisors, Inc.
<PAGE>
 
                                 EVERGREEN CLUB
- --------------------------------------------------------------------------------

                            [PICTURE APPEARS HERE]

                            [PICTURE APPEARS HERE]
<PAGE>
 
                               RENT COMPARABLE 2


PROPERTY IDENTIFICATION
Project No.                     97-076
Name of Project:                Evergreen Club
Street Address:                 9611 Southbrook Drive
City/State:                     Jacksonville, Florida
                               
PROPERTY DESCRIPTION           
Year Built/Renovated:           1990
Number of Buildings:            NA
Number of Stories:              2
Number of Units:                240
Net Rentable Area (SF):         180,800
Average Unit Size (SF):         753
Parking Surface:                Asphalt
Parking Spaces:                 Open parking
Type of Construction:           Wood frame
Unit Mix:                      

<TABLE> 
<CAPTION> 
                                  TOTAL     UNIT     SIZE   MONTHLY     MONTHLY
                                  UNITS     TYPE      (SF)   RENT       RENT/SF
                                ------------------------------------------------
                                <S>       <C>       <C>     <C>         <C> 
                                    64    1BR/1BA     600      $547      $0.912
                                    80    1BR/1BA     700       587       0.839
                                    48    1BR/1BA     800       622       0.778
                                    48    2BR/2BA   1,000       710       0.710
</TABLE> 
                               
Unit Amenities:                 Fireplaces, washer/dryer, vaulted ceilings,
                                screened patios/balconies, lake views.
Project Amenities:              Clubhouse, pool, fitness center, lighted tennis
                                and basketball courts, volleyball area, and spa.
                               
ECONOMIC DATA                  
Percent Occupied:               93%
Avg. Monthly Rent/SF of NRA:    $0.807
Electricity Paid By:            Tenant
Length of Lease:                7 to 12 months
Security Deposit:               $200-300
Pets Allowed/Deposit:           Yes, $250 nonrefundable

Confirmed With:                 On-site leasing agent and ConAm survey
Date Confirmed:                 December 1997 - Stevan N. Bach, Bach Realty
                                Advisors, Inc.
<PAGE>
 
                                  THE GLADES
- --------------------------------------------------------------------------------

                            [PICTURE APPEARS HERE]

                            [PICTURE APPEARS HERE]
<PAGE>
 
                               RENT COMPARABLE 3


PROPERTY IDENTIFICATION
Name of Project:                The Glades Apartments
Street Address:                 7524 Southside Boulevard
City/State:                     Jacksonville, Florida
                                
PROPERTY DESCRIPTION            
Year Built/Renovated:           1985
Number of Buildings:            28
Number of Stories:              2
Number of Units:                360
Net Rentable Area (SF):         230,500
Average Unit Size (SF):         640
Parking Surface:                Asphalt
Parking Spaces:                 Open parking
Type of Construction:           Wood frame and brick veneer composition roofs
Unit Mix:                       

<TABLE> 
<CAPTION> 
                                  TOTAL      UNIT       SIZE    MONTHLY  MONTHLY
                                  UNITS      TYPE        (SF)    RENT    RENT/SF
                                ------------------------------------------------
                                <S>      <C>            <C>     <C>      <C> 
                                   96      1BR/1BA        550     $524    $0.953
                                   80      1BR/1BA        620      554     0.894
                                   80      1BR/1BA        696      569     0.818
                                   96      2BR/2BA        996      689     0.692
                                    8    2BR/2BA/Loft   1,078      789     0.732
</TABLE> 
                                
Unit Amenities:                 Dishwashers, garbage disposals, washer/dryer in
                                units, miniblinds, fireplaces, ceiling fans,
                                vaulted ceilings, outdoor utility closets,
                                patio/balconies, burglar alarms 

Project Amenities:              2 swimming pools, 2 racquetball courts, 1
                                basketball court, clubroom, lakes

ECONOMIC DATA
Percent Occupied:               92%
Avg. Monthly Rent/SF of NRA:    $0.922
Electricity Paid By:            Tenant
Length of Lease:                7 or 12 months
Security Deposit:               $200-1BR; $300-2BR
Pets Allowed/Deposit:           Yes; 0-20 pounds - $250 deposit plus $12/month
                                pet fee

Confirmed With:                 On-site leasing agent and ConAm survey
Date Confirmed:                 December 1997 - Stevan N. Bach, Bach Realty
                                Advisors, Inc.
                                
Remarks:                        Differences in rental rates for individual floor
                                plans are due to forest or lake or pool views
                                ($10), upstairs ($10), wetbars in 2BDs ($10) for
                                a maximum of $20 in 1BD and $30 in 2BDs.
<PAGE>
 
                               OAKS AT BAYMEADOWS
- --------------------------------------------------------------------------------

                            [PICTURE APPEARS HERE]

                            [PICTURE APPEARS HERE]
<PAGE>
 
                               RENT COMPARABLE 4


PROPERTY DESCRIPTION
Name of Project:                The Oaks at Baymeadows Apartments
Street Address:                 8401 Southside Boulevard
City/State:                     Jacksonville, Florida

PROPERTY DESCRIPTION
Year Built/Renovated:           1985
Number of Buildings:            14
Number of Stories:              2-3
Number of Units:                248
Net Rentable Area (SF):         246,820
Average Unit Size (SF):         995
Parking Surface:                Asphalt
Parking Spaces:                 Open parking
Type of Construction:           Wood frame and brick veneer with composition
                                roofs

Unit Mix:

<TABLE> 
<CAPTION> 
                                 TOTAL    UNIT        SIZE    MONTHLY  MONTHLY
                                 UNITS    TYPE        (SF)      RENT   RENT/SF
                                ------------------------------------------------
                                <S>     <C>           <C>     <C>      <C> 
                                  52     1BR/1BA        685     $500   $0.730
                                  72     1BR/1BA        850      560    0.659
                                  28    1BR/1BA/DEN   1,115      650    0.583
                                  24     2BR/2BA      1,115      650    0.583
                                  52     2BR/2BA      1,210      690    0.570
                                  20     3BR/2BA      1,455      790    0.543
</TABLE> 

Unit Amenities:                 Dishwashers, garbage disposals, microwave ovens,
                                washer/dryer connections, miniblinds, fireplace,
                                ceiling fans, vaulted ceilings, patio/balconies
Project Amenities:              1 swimming pool, 2 tennis courts, jacuzzi, 1
                                racquetball court, clubroom, lake, volleyball
                                court

ECONOMIC DATA
Percent Occupied:               89%
Avg. Monthly Rent/SF of NRA:    $0.615
Electricity Paid By:            Tenant
Length of Lease:                7 to 12 months
Security Deposit:               $200
Pets Allowed/Deposit:           Yes; 25 lbs. maximum; $250 nonrefundable pet fee

Confirmed With:                 On-site leasing agent and ConAm survey
Date Confirmed:                 December 1997 - Stevan N. Bach, Bach Realty
                                Advisors, Inc.
<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' 10" 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 16' 16" 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 01' 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' 10" 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 degree 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 degress 58'l0" 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'l0"
     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 670.00 feet to the point of beginning.


             [STATE OF FLORIDA DOCUMENTARY STAMPS TAX 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 Southside Boulevard (State
Road No. 115, a 300 foot right of way, as now established), and run N 0 degrees
0l'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 0l'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 28'10" 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 degress
58'10" 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 "A"



A part of Section 24, Township 3 South, Range 27 East, City of Jacksonville,
Duval County, Florida more particularly described as follows: For a 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); thence N. 00 degrees 01'50" W., along the
Westerly right-of-way line of aforesaid SOUTHSIDE BOULEVARD, a distance of
3855.00 feet to the Point of Beginning; thence S. 89 degrees 58'l0" W., along
the Southerly line of an easement to the FLORIDA DEPARTMENT of TRANSPORTATION,
as described in Official Records Volume 3668, Page 440 of the current public
records of said county, a distance of 836.96 feet; thence N. 00 degrees 01'50"
W. a distance of 364.21 feet to a point on a curve concave Northerly having a
radius of 274.14 feet, said point also being on the Southerly line of an
easement for ingress and egress drainage and utilities as described in Official
Records Volume 5578, Pages 670 through 677, thence along the arc of said curve
and Southerly easement line, a chord bearing of N. 81 degrees 03'44" E. and a
chord distance of 96.08 feet to the point of tangency of said curve; thence N.
70 degrees 58'10" E., along the aforesaid easement line, a distance of 540.57
feet to the point of curve of a curve concave Southerly having a radius of
182.00 feet; thence Easterly along the arc of said curve, a chord bearing of N.
80 degrees 28'l0" E. and a chord distance of 60.08 feet to the point of tangency
of said curve; thence N. 89 degrees 58'l0" E., along said easement line, a
distance of 146.66 feet to the point of curve of a curve concave Southwesterly
having a radius of 25.00 feet; thence Southeasterly along the arc of said curve,
a chord bearing of S. 45 degrees 01'50" E. and a chord distance of 35.36 feet to
the point of tangency of said curve; thence S. 00 degrees 01'50" E., along the
Westerly right-of-way line of aforesaid SOUTHSIDE BOULEVARD, a distance of
540.00 feet to the Point of Beginning.

ALSO KNOWN AS:

A part of Section 24, Township 3 South, Range 27 East, CITY OF JACKSONVILLE,
DUVAL COUNTY, FLORIDA more particularly described as follows: For a 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); thence N. 00 degrees 0l'50" W., along the
Westerly right-of-way line of aforesaid SOUTHSIDE BOULEVARD, a distance of
3855.00 feet to the point of beginning; thence S. 89 degrees 58'l0" W., along
the Southerly line of an easement to the FLORIDA DEPARTMENT OF TRANSPORTATION,
as described in Official Records Volume 3668, Page 440 of the current public
records of said county, a distance of 836.96 feet; thence N. 00 degrees 0l'50"
W. a distance of 364.21 feet to a point on a curve concave Northerly having a
radius of 274.14 feet, said point also being on the Southerly right-of-way line
CREEKFRONT ROAD, as recorded in Plat Book 40, Pages 24 and 24A of the current
Public Records of Duval County, Florida; thence Easterly along the arc of said
curve and along said Southerly right-of-way line, a chord bearing of N. 81
degrees 03'44" E. and a chord distance of 96.08 feet to the point of tangency of
said curve; thence N. 70 degrees 58'l0" E., along said Southerly right-of-way
line, a distance of 540.57 feet to the point of curve of a curve concave
Southerly having a radius of 182.00 feet; thence Easterly along the arc of said
curve and along said Southerly right-of-way line, a chord bearing of N. 80
degrees 28'10" E. and a chord distance of 60.08 feet to the point of tangency of
said curve; thence N. 89 degrees 58'10" E., along said Southerly right-of-way
line, a distance of 146.66 feet to the point of curve of a curve concave
Southwesterly having a radius of 25.00 feet; thence Southeasterly along the arc
of said curve, a chord bearing of S. 45 degrees 01'50" E. and a chord distance
of 35.36 feet to the point of tangency of said curve; thence S. 00 degrees 01'
50" E., along the Westerly right-of-way line of aforesaid SOUTHSIDE BOULEVARD, a
distance of 540.00 feet to the point of beginning.

             [STAMP OF FLORIDA DOCUMENTARY STAMPS TAX APPEARS HERE]
<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 5808 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)
<PAGE>
 
================================================================================


                           COMPLETE, SELF-CONTAINED
                                   VALUATION

                                      OF

                VILLAGE AT THE FOOTHILLS II AND III APARTMENTS
                                 2600 INA ROAD
                                TUCSON, ARIZONA



                                      FOR

                       HUTTON/CON AM REALTY INVESTORS 4
                             1764 SAN DIEGO AVENUE
                          SAN DIEGO, CALIFORNIA 92110



                                     AS OF

                               DECEMBER 31, 1997



                                      BY

                          BACH REALTY ADVISORS, INC.
                            1221 LAMAR, SUITE 1325
                             HOUSTON, TEXAS 77010

                                  BRA: 97-078

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

Letter of Transmittal..............................................     1
Assumptions and Limiting Conditions................................     2
Certification......................................................     4
Salient Facts and Conclusions......................................     5
Nature of the Assignment...........................................     7
City/Neighborhood Analysis.........................................     9
Apartment Market Analysis..........................................    13
Site Analysis......................................................    18
Improvements.......................................................    21
Highest and Best Use...............................................    24
Appraisal Procedures...............................................    27
Sales Comparison Approach..........................................    29
Income Approach....................................................    28
Reconciliation.....................................................    42
 

                                    ADDENDA

                               Rent Comparables
                           Improved Sale Comparables
                          Professional Qualifications
<PAGE>
 
            [LETTERHEAD OF BACH REALTY ADVISORS, INC. APPEARS HERE]

March 16, 1998

Hutton/Con Am Realty Investors 4
1764 San Diego Avenue
San Diego, CA 92110

Re:  A Complete, Self-Contained Appraisal of Village at the Foothills II and III
     Apartments Tucson, Arizona; BRA: 97-078

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 December 31, 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 in
December 1997 and for 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 Tucson and subject 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 December 31, 1997 is in the sum of

                  FOUR MILLION SEVEN HUNDRED THOUSAND DOLLARS
                                 ($4,700,000)

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
         
<PAGE>
 
                      ASSUMPTIONS AND LIMITING CONDITIONS

                     The certification of this complete, self-contained
                     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
                          appraiser.

                     6.   That the information, estimates, and opinions
                          furnished the appraiser 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 appraiser.

                     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 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 appraiser 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
                          appraiser. The appraiser is 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 does hereby certify to the best of my
                     knowledge and belief that, except as otherwise noted in
                     this complete, self-contained appraisal report:

                     1.   I 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 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, I, Stevan N. Bach, MAI have 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.

                                                                               4
<PAGE>
 
                    10.  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
                         December 31, 1997, is $4,700,000.


                         /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:              Village at the Foothills II and III Apartments 
                             2600 Ina Road
                             Tucson, Arizona

Location:                    North side of Ina Road and the west side of North 
                             Mona Lisa Road (excluding the exact corner)

BRA:                         97-078
 
Legal Description:           Tract in the southwest quarter of the southeast 
                             quarter and lying west of Mona Lisa Road containing
                             1.6 and 7.84 acres in Section 33-12-13, Pima
                             County, Arizona

Land Size:                   9.5 acres or 413,820 square feet

Building Area:               116,036 square feet of net rentable area

Year Built:                  1986

Unit Mix:                    32  1BR/1BA at 780 square feet
                             40  1BR/1BA/DEN at 947 square feet
                             36  2BR/2BA at 1,081 square feet
                             12  2BR/2BA/TH at 1,190 square feet

No. of Units:                120

Average Unit Size:           967 square feet

Physical Occupancy:          94 percent

Economic Occupancy:          84 percent
 
Highest and Best Use
 As Vacant:                  Multifamily
 As Improved:                Multifamily
 
Date of Value:               December 31, 1997
 
"As Is" Market Value by
 Sales Comparison Approach:  $4,600,000 
 
"As Is" Market Value by
 Income Approach:            $4,700,000                                

"As Is" Market Value
  Conclusion:                $4,700,000                                
           
                                                                               6
<PAGE>
 
                            NATURE OF THE ASSIGNMENT
PURPOSE OF THE
APPRAISAL            The purpose of this 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 property contains 14 two-story apartment
                     buildings with 120 units and a total net rentable area of
                     116,036 square feet. It was constructed in 1986 on 9.5
                     acres. It is identified as the Village at the Foothills II
                     and III Apartments located in Tucson, Arizona at 2600 Ina
                     Road or along the north side of Ina Road and the west side
                     of North Mona Lisa Road (excluding the exact corner).

DATE OF THE 
APPRAISAL            All opinions of value expressed in this report reflect
                     physical and economic conditions prevailing as of December
                     31, 1997 which are assumed to be the same as of our most
                     recent inspection date in December 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."

                                                                               7
<PAGE>
 
                     It is our opinion that a reasonable time period to sell the
                     subject property is six months to one year and this is
                                         ----------------------            
                     consistent with current market conditions. A sale earlier
                     than six months to one year may represent a value other
                     than market value and is reasonably believed to be a value
                     less than our market value stated within our appraisal
                     report.

                     Leased Fee Estate/1/ - 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.

FUNCTION OF THE
APPRAISAL            It is the understanding of the appraisers that the function
                     of this appraisal is for annual partnership and/or internal
                     reporting 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   According to the Pima County records, the current owner of
                     record is Hutton/Con Am Realty Investors 4. No sale or
                     listing of the subject property is believed to have
                     occurred over the past three years.

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 utilized in our analysis
                     due to the age of the property since depreciation is
                     difficult to accurately measure in older properties.
                     Additionally, it is often the perception of investors that
                     cost does not necessarily equate to value and the purchase
                     price is not typically based on construction costs.

                     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.


- -------------------------
  /1/The Dictionary of Real Estate Appraisal, Third Edition, p. 204.
     ---------------------------------------                        
  
                                                                               8
<PAGE>
 
                            [AREA MAP APPEARS HERE]
<PAGE>
 
                          CITY/NEIGHBORHOOD ANALYSIS

                     The Tucson Metropolitan Area (TMA) encompasses
                     approximately 495 square miles and is located 63 miles
                     north of Mexico and 115 miles southeast of Phoenix. Tucson
                     is the county seat of Pima County and includes four
                     incorporated areas and two Indian reservations. The county
                     is generally separated into the foothills and the flatlands
                     topographical regions. The foothills contain the resorts
                     and more prestigious residential areas, with higher housing
                     prices and higher household incomes. The flatlands contain
                     a more diverse residential population and most of the major
                     employment centers. The geographic boundaries of the TMA
                     are defined by five mountain ranges: the Santa Catalina,
                     Rincon, Santa Rita, Tucson, and Tortolita. The Santa Cruz,
                     Rillito, and Pantano are the three major rivers or washes
                     that traverse the Tucson area.

                     The major transportation arteries in the Tucson area are
                     Interstate Highway 10 and Interstate Highway 19. Interstate
                     Highway 10 is the major highway linking the southwestern
                     United States from El Paso to Los Angeles, and flows in a
                     northwest/southeast direction in the Tucson area.
                     Interstate Highway 19 branches south from Interstate
                     Highway 10 near the traditional downtown and serves the
                     southwestern part of the community. The Tucson
                     International Airport services 13 domestic and
                     international airlines and Amtrak provides passenger rail
                     transportation to the city.

LIVABILITY           Tucson is in the Sonoran Desert region located in southern
                     Arizona and northern Mexico and is 2,389 feet above sea
                     level. This arid climate produces an average annual
                     rainfall of approximately 11 inches. The three main rivers
                     or washes in the area are dry for the majority of the year
                     and in the summer rainy season collect more than half of
                     the annual rainfall. The average daytime temperature is 82
                     degrees and the average humidity level is 25 percent. The
                     sunny, dry climate of this area is largely responsible for
                     the population growth over the past twenty years and Tucson
                     has emerged as a popular vacation and tourist destination.
                     Three major resorts are located in the foothills of the
                     mountains around Tucson and there are a number of other
                     smaller resorts, guest ranches, and hotels, which offer
                     year round vacation and recreation facilities. There are
                     more than 30 private and semi-private golf courses in the
                     area as well as more than 30 private and public tennis
                     facilities.

                     The University of Arizona dominates the field of higher
                     education with a current enrollment of approximately 40,000
                     students. The University operates 7 colleges, 5 schools,
                     114 departments, and a medical school/center and is
                     acknowledged as a leader in studies of optical sciences,
                     electronics, scientific instrumentation, and astronomy.
                     Other institutions of higher education in the area are the
                     Pima Community College and the University of Phoenix
                     (private).

POPULATION           Tucson is the second largest city in Arizona, following
                     Phoenix. Tucson is located in Pima County or the Tucson
                     Metropolitan Area, which has shown strong population
                     growth. In 1980, the estimated population for Pima County
                     was 527,289. This grew at an average annual compound rate
                     of 2.4 percent to 668,501 in 1990. Since 1990 the
                     population has also grown at an average annual

                                                                               9
<PAGE>
 
                     compound rate of 2.5 percent to 794,933 in 1997. The Pima
                     Association of Governments projects the population to grow
                     to 846,000 by the year 2000 and to over 1 million by the
                     year 2010. This would represent an average annual compound
                     growth rate of about 1.8 percent.
 
ECONOMY              The economic base of the TMA is heavily oriented toward
                     governmental and educational employment. The U.S. Army Fort
                     Huachuca and the University of Arizona are reported to be
                     the two largest employers with 11,193 and 10,311 employees,
                     respectively. Other substantial government employers
                     include the State of Arizona, Davis-Monthan Air Force Base,
                     Tucson Unified School District, Pima County, and the City
                     of Tucson. During the military cutbacks several years ago,
                     the Davis-Monthan Air Force Base was expected to suffer
                     huge losses however, employment at the base actually
                     increased. Manufacturing employment in metropolitan Tucson
                     has more than doubled in the past ten years. This growth is
                     due to the increase of high technology manufacturers
                     locating and expanding in Pima County. These manufacturers
                     include AlliedSignal, Weiser Lock, 3M, Burr-Brown,
                     Environmental Air Products, Inc., Krueger Industries, Inc.,
                     and Hughes Missile Company. Hughes Missile Systems and BHP
                     Copper Company are the largest private sector employers. In
                     January 1997 it was announced that Hughes Corporation had
                     been purchased by Raytheon, one of the largest defense
                     contractors in the nation. It is expected that the Hughes
                     operation will increase their engineering employment in
                     Tucson as a result of the acquisition. Another positive
                     impact on the local economy has been Allied Signal's
                     decision to not only remain in Tucson, but to expand their
                     operations. Another area of growth for the local economy is
                     the increase in tourism. According to the Tucson Planning
                     Department, approximately one in four new jobs in the TMA
                     is positively affected by tourism. The following summarizes
                     the Tucson Metropolitan Area Employment as of September
                     1997.

<TABLE> 
                     <S>                                                        <C> 
                     Total Employment                                           365,000
                     Total Wage and Salary Employment                           314,600
                              Manufacturing                                      29,800
                              Durable                                            23,900
                              Non-durable                                         5,900
                              Mining                                              2,300
                         Contract Construction                                   19,300
                         Transport., Communications and Public Utilities         13,500
                         Finance, Insurance and Real Estate                      12,800
                         Trade                                                   68,400
                              Wholesale                                          10,500
                              Retail                                             57,900
                         Services                                               100,200
                         Government                                              68,300
                     Total Civilian Labor Force                                 378,300
                     Unemployment Rate (Seasonally Adjusted)                        3.2%
 </TABLE>

                                                                              10
<PAGE>
 
                        [NEIGHBORHOOD MAP APPEARS HERE]
                           
<PAGE>
 
ECONOMIC OUTLOOK              Over the past few years, Tucson's economy has been
                              mixed. Citywide, job growth fell off in the late
                              1980's and early 1990's and the unemployment rate
                              began to creep up. However, since 1995 this trend
                              appears to have subsided. The unemployment rate
                              has decreased from 3.6 percent in March 1995 to
                              3.2 percent in September 1997. It is important to
                              note that the Davis-Monthan Air Force base was not
                              included on the Base Realignment and Closure
                              Commission's list. However, in recent years there
                              has been a closing of Lockheed Aeromod, which was
                              reportedly, offset somewhat by the expansions at
                              Gates Learjet. Both the City of Tucson and Pima
                              County are actively seeking new employees to
                              relocate to the area. The Tucson Economic
                              Development Corporation reports that over 6,000
                              new jobs could be added to Tucson due to the
                              entrance of new companies.


                              Moderate and steady growth is projected for the
                              Tucson economy in the coming year. Population and
                              job growth is expected to increase. Single family
                              home-building and sales activity has improved over
                              the last two years. The multi-family home market
                              experienced it's first growth since recovery from
                              the overbuilding of the 1980's. However, caution
                              is warranted in order to not recreate the same
                              scenario of oversupply. Renewed consumer
                              confidence, along with the decline in mortgage
                              interest rates are the primary factors behind the
                              strong sales performance. The commercial sector
                              continues to exhibit oversupply in all sectors,
                              retail, industrial, and office. However, with
                              little new, construction taking place all markets
                              are improving and equilibrium is forecasted within
                              approximately two years.

                              Tucson's long-range outlook is optimistic due to
                              its diversified economic base featuring industry
                              sectors expected to prosper over time, a growing
                              tourism industry, and expanding service sector.
                              This coupled with the relative affordability of
                              real estate compared with either east or west
                              coast is expected to continue to lure
                              employers/employees as well as retirement in-
                              migration.

NEIGHBORHOOD                  The subject is situated in the northwest portion
                              of Tucson. It is about 10 miles north of the
                              Central Business District (CBD). More
                              specifically, it is situated along the north side
                              of Ina Road just west of North Mona Lisa Road. The
                              neighborhood boundaries may be defined as
                              Thornydale Road to the west, La Canada Drive to
                              the east, Magee Road to the north, and Orange
                              Grove Road to the south.

 
                              The general area is sporadically developed with
                              significant vacant land available. The majority of
                              vacant parcels are large tracts and are north of
                              the subject. The major thoroughfares south of the
                              subject area tend to include a variety of
                              residential and commercial development. Ina Road
                              has a number of development types such as
                              restaurants, retail, office, and some residential
                              projects. This thoroughfare provides the most
                              extensive variety of commercial development to the
                              subject area. One of the most significant retail
                              projects is the Foothills Mall at Ina Road and
                              LaCholla Boulevard, which is anchored by Foley's
                              and Dillard's. Neighborhood and community centers
                              along Ina Road include Heritage Plaza, Drug
                              Emporium Plaza, North Pima Center, and Gold Canyon
                              Plaza. Some of the older apartment complexes in
                              the area on Ina Road include the Foothill Shadows
                              and Tierra Ricon. Some of the newer apartment
                              complexes include Casa Madera situated just
                              northeast of the subject on Mona Lisa Road, Centre
                              Point located about a mile west of the subject on
                              Ina Road, and Catalina Canyon which was

                                                                              11
<PAGE>
 
                     remodeled about a year ago just east of the subject.
                     Additionally, a second phase of the Casa Madera Apartments
                     was constructed just east of the subject.

                     Ina Road is an east/west artery, which connects the subject
                     area to other major thoroughfares and business centers. The
                     other east/west thoroughfares in the area, Cortaro Farms
                     Road/Magee Road and Orange Grove Road are sporadically
                     developed with mainly single-family residential. As a
                     result of the residential development, there are some
                     support facilities and amenities in proximity to the
                     subject. These include the Tucson National Golf Course to
                     the northwest and the Arthur Pack Desert Golf Course along
                     Thornydale at Overton Road. Schools within or near the
                     neighborhood are Mountainview High School and Tortolita
                     Junior High School.

                     The residential development in the area is mainly middle-
                     to upper-income housing. In order to better understand the
                     general make-up of the subject area, we analyzed
                     demographics within a 3- and 5-mile radii of the immediate
                     subject area. According to this study, the population in
                     the neighborhood has grown significantly over the past
                     decade. The population estimates for 1990 were estimated at
                     37,440 within a 3-mile radius and 70,798 within a 5-mile
                     radius. Within 3 miles, the population during 1970-1980
                     experienced a 324.64 percent increase and 74.81 percent
                     from 1980 to 1990. Within a 5-mile radius, the population
                     growth from 1970-1980 increased 207.00 percent and 55.64
                     percent from 1980 to 1990.

                     Residential units in the subject area within a 1-mile
                     radius are predominately owner-occupied as opposed to
                     renter-occupied (84 and 16 percent, respectively). These
                     figures are consistent with the impressions by visual
                     inspection of the area that there are a greater number of
                     single-family residences than apartment complexes.
                     Estimated 1990 income levels for households within a 1- and
                     3-mile radius of the subject property indicate a median
                     income of $37,413 and $37,380 per year, respectively.

                     The education level of the area population is high and most
                     probably contributes to the income levels. Approximately 34
                     percent of the area residents are high school graduates and
                     27 percent have completed college. The population is
                     predominately between 25 and 44 years old with about 15
                     percent being 65 years and older.

NEIGHBORHOOD
CONCLUSION           Overall, the subject neighborhood is projected to continue
                     to prosper in future years and it is estimated to be about
                     50 to 60 percent developed. The immediate area is mainly
                     developed with residential subdivisions and commercial
                     projects, which are situated along major thoroughfares. The
                     residential development in the area is geared toward 
                     middle-to upper-income. Zoning helps regulate future
                     development patterns, and the neighborhood is believed to
                     have a healthy future. For the most part, the subject
                     property is perceived as being a positive attribute to the
                     area providing a quality multifamily facility well screened
                     by it's extensive landscaping.

                                                                              12
<PAGE>
 
                              [MARKET AREA MAP APPEARS HERE]
                             
<PAGE>
 
                           APARTMENT MARKET ANALYSIS

                     In our analysis of the Tucson Metropolitan (Metro) housing
                     market and more specifically the Northwest and Catalina
                     Foothills submarkets, we utilized data from the
                     Metropolitan Tucson Land Use Study with information from
                     the Statistics/Trends Summary published by RealData, Inc.
                     It is important to note that prior to 1995, a publication
                     titled "Market Strategies Apartment Survey Report" was
                     utilized for the data now reported by RealData, Inc.
                     Therefore, there could be some discrepancies in the
                     presentation of data between 1995 and 1996. Both the
                     Northwest and Catalina Foothills submarkets were included
                     due to proximity and similarities; however, the subject is
                     actually situated in the Northwest submarket. The study
                     revealed an ever-changing market and a summary of the data
                     follows.

INVENTORY            The rapid residential growth of the mid-1980s slowed during
                     the late 1980s as a result of the general slowdown in the
                     local economy and overbuilding. The multifamily sector
                     experienced declines in activity with a drastic decrease in
                     new building. Nevertheless, over the past two years there
                     have been a number of new projects completed and more are
                     under construction or are in the planning stage. As of the
                     Third Quarter 1997, the metro Tucson area had a total
                     inventory of 90,680 multi-family units with 6,928 units in
                     the Northwest submarket and 8,185 units in the Catalina
                     Foothills submarket. The submarkets represent about 17
                     percent of the total inventory.

                     As of the Third Quarter 1997, there were 811 multi-family
                     units under construction citywide and this does not include
                     a number of units which are nearing completion and have
                     begun lease-up. There are 1,277 units permitted across the
                     city; however, all of these projects may not proceed.

VACANCY              Vacancy levels for Metro Tucson and the submarkets showed
                     improvements from 1990 to 1994. However, in 1995, there was
                     a noticeable upswing. The following table summarizes the
                     vacancy rates from the Second Quarter 1990 through the
                     Third Quarter 1997. It is important to note that there is
                     typically a swing in vacancy during the year due to
                     seasonal demand. The summer months tend to report higher
                     vacancies as some residents temporarily move and the winter
                     months are much stronger due to the increase of extended
                     stay visitors.

                                                                              13
<PAGE>
 
<TABLE>
<CAPTION>
                                                              VACANCY RATES
                                    --------------------------------------------------------------------------
                                                            Metro                                    Catalina
                                    Q:Year                  Tucson              Northwest           Foothills
                                    --------------------------------------------------------------------------
                                    <S>                     <C>                 <C>                 <C>
                                     III:97                  8.66%                7.55%                7.02%
                                      II:97                 10.39%                8.82%                8.98%
                                       I:97                   8.3%                7.92%                 8.6%
                                      IV:96                   9.2%                7.72%               10.71%
                                     III:96                  9.38%                 7.5%               12.46%
                                      II:96                  11.1%                 9.3%                15.5%
                                       I:96                   7.4%                 7.9%                 8.1%
                                      IV:95                   7.9%                 7.6%                 8.6%
                                     III:95                   7.9%                 6.3%                11.0%
                                      II:95                   8.9%                 9.7%                 9.0%
                                       I:95                   3.6%                 3.9%                 3.8%
                                      IV:94                   4.0%                 5.0%                 3.4%
                                     III:94                   4.2%                 4.2%                 2.4%
                                      II:94                   5.9%                 4.4%                 4.1%
                                       I:94                   3.8%                 3.4%                 3.2%
                                      IV:93                   5.8%                 4.1%                 3.9%
                                     III:93                   7.9%                 5.6%                 6.2%
                                      II:93                   8.3%                 3.9%                 7.7%
                                       I:93                   6.6%                 3.8%                 5.6%
                                      IV:92                   7.7%                 5.4%                 5.5%
                                     III:92                   9.9%                 8.2%                 5.8%
                                      II:92                  10.8%                 8.9%                 7.7%
                                       I:92                   8.6%                 7.7%                 4.4%
                                      IV:91                   8.0%                 7.7%                 4.3%
                                     III:91                  10.4%                 7.7%                 5.9%
                                      II:91                  14.5%                 8.9%                 9.8%
                                       I:91                  11.4%                 7.9%                 8.0%
                                      IV:90                  12.3%                 8.7%                 8.5%
                                     III:90                  14.8%                10.6%                14.5%
                                      II:90                  18.7%                19.8%                18.9%
</TABLE>
 
                     Source:  Marketing Strategies from 11:90 to 1:95 RealData,
                              Inc. from 11:95 to 111:97
                              
                     In summary, the overall vacancy citywide and in the
                     submarkets declined from the Second Quarter 1990 through
                     the First Quarter 1995. The vacancy in Metro Tucson dropped
                     from 18.7 percent in the Second Quarter 1990 to 3.6 percent
                     in the First Quarter 1995. There were similar drops in both
                     of the submarkets with the Northwest submarket dropping
                     from 19.8 percent in the Second Quarter 1990 to 3.9 percent
                     in the First Quarter 1995. The Catalina Foothills dropped
                     from 18.9 percent in the Second Quarter 1990 to 3.8 percent
                     in the First Quarter 1995. However, in 1995, both the
                     citywide apartment market and the submarkets noticed an
                     upswing in vacancies. The Metro Tucson vacancy rate
                     increased to 8.9 percent in the Second Quarter of 1995 and
                     has fluctuated from 7.9 percent to 11.1 percent since then.
                     The overall vacancy rate as of the Third Quarter 1997 was
                     8.66 percent, which was down from the 9.38 percent rate for
                     the same period the previous year. The Northwest and
                     Catalina markets saw similar trends with vacancy increasing
                     to 9.7 and 9.0 percent respectively in the Second Quarter
                     1995.

                                                                              14
<PAGE>
 
                     In the Northwest submarket, the Third Quarter 1997 vacancy
                     rate was 7.55 percent virtually unchanged from 7.5 percent
                     the previous year. In the Catalina Foothills, the Third
                     Quarter 1997 vacancy rate was 7.02 percent down from 12.46
                     percent the previous year. The higher vacancy rates since
                     1995 are a direct result of the affordability of home
                     ownership and the over saturation of the market with new
                     apartments. Overall, Pima County is continuing to see
                     population increases, due primarily to an in-migration of
                     people seeking affordable housing and a higher than average
                     per capita income. With the slowdown in apartment
                     development, the Metro Tucson apartment market should
                     continue to stabilize from the effects of excessive
                     building.

                     However, due to the amount of new construction many
                     projects are feeling the impact and have sacrificed rents
                     in order to maintain their occupancy levels. The following
                     summarizes the current physical occupancy level at some of
                     the competitive properties.

<TABLE>
<CAPTION>
                                                                                                 CURRENT PHYSICAL
                     APARTMENT COMPLEX            YEAR BUILT            NO. OF UNITS             OCCUPANCY
                     --------------------------------------------------------------------------------------------
                     <S>                          <C>                   <C>                   <C>
                     Tierra Catalina                  1983                       120                99%
                     L'Auberge Canyon                                
                     View                             1987                       264                96%
                     Greens at Ventana                1986                       265                89%
                     The Arboretum                    1986                       352                99%
                     Pinnacle Canyon                  1995                       225                98%
</TABLE> 
 
ABSORPTION           According to Market Strategies, absorption of apartment
                     units in the Metro Tucson area has fluctuated significantly
                     each quarter over the past few years. In 1990, absorption
                     was estimated to be about 2,741 units. The Second Quarter
                     1990 showed a significant decline in absorption with a
                     negative (2,765) units; however, this was followed by a
                     substantial increase in the Third and Fourth Quarters with
                     2,335 units, and 2,111 units, respectively. Similarly in
                     1991 there was a negative absorption in the Second Quarter
                     with a loss of (1,634) units followed by an increase in the
                     Third Quarter to a positive 2,315 units and in the Fourth
                     Quarter to 1,350 units. Overall, there was a slight decline
                     in the overall annual absorption with 2,679 units in 1991.
                     In 1992, the first two quarters reflected a negative
                     absorption of (1,444) units; however, this rebounded in the
                     second half of the year with 2,289 units. Overall, 1992
                     reflected a total absorption of 845 units. This was down
                     from 1990 and 1991. In 1993, the second quarter was again
                     one of the worst in terms of absorption. Overall absorption
                     for the year was 1,408 units. In 1994, the absorption
                     dropped somewhat to 1,084 units with the Second Quarter
                     reporting a negative absorption of (1,211) units. These
                     figures are according to Market Strategies. However,
                     according to RealData, Inc., the annual absorption in 1994
                     was a negative (424) units. In 1995, RealData, Inc.
                     reported another devastating year with a negative (447)
                     units and the second quarter reported the worst figures.
                     The first half of 1996 appears to have improved slightly
                     over 1995 when comparing the first two quarters of the
                     year; however, it reported a negative absorption of (667)
                     units. Beginning in the Third Quarter 1996 the trend
                     changed. Absorption was 1,561 in the Third Quarter 1996 and
                     755 in the Fourth Quarter. First Quarter 1997 also showed
                     significant absorption of 755 units. However, Second
                     Quarter again showed a negative absorption of 866 units.
                     The Third Quarter rebounded with positive absorption of
                     1,135 units. Overall the last four

                                                                              15
<PAGE>
 
                     quarters showed positive absorption of 1,779 units, which
                     is the best performance since 1991.

RENTAL RATES         The average rental rate of all projects in the Metro area
                     was $0.68 per square foot as of the Third Quarter of 1997.
                     The rents on the various unit types increased approximately
                     1.5 percent in the year ending Third Quarter 1997 from
                     1996. The following summarizes the average rent per square
                     foot by unit type excluding utilities for the Third Quarter
                     1997.
<TABLE>
<CAPTION>
 
                                  AVERAGE RENT/SF EXCLUDING UTILITIES
                          ------------------------------------------------------
                                                                   CATALINA
                            UNIT TYPE     METRO TUCSON  NORTHWEST  FOOTHILLS
                          ------------------------------------------------------
                            <S>           <C>           <C>        <C>
                              Studio             $0.82      $0.82      $0.93
                              1BR/1BA             0.72       0.74       0.78
                            1BR/1BA/DEN           0.62         --       0.62
                              2BR/1BA             0.65       0.67       0.74
                              2BR/2BA             0.65       0.62       0.69
                              3BR/2BA             0.64       0.67       0.71
</TABLE>

                     The average rents on all unit types is greater in the
                     Catalina Foothills submarket than the overall Metro area
                     and is the second highest of all submarkets (exception
                     University). Given the quality, desirable location, and
                     amenities, apartment rents in the Catalina Foothills
                     submarket have historically been the highest in the area.
                     The Northwest area has tracked relatively close to the
                     citywide average. However, due to the amount of new
                     construction, rents are not expected to increase over the
                     next year. A summary of the current average asking rent per
                     square foot for several of the subject's competitive
                     projects follows.

<TABLE>
<CAPTION>
                                                                           AVERAGE UNIT              AVERAGE ASKING
                                   PROPERTY                                   SIZE/SF                    RENT/SF
                                   --------------------------------------------------------------------------------
                                    <S>                                      <C>                      <C> 
                                      Tierra Catalina                        1,171                       $0.69
                                      L'Auberge Canyon View Ventana          1,019                       $0.82
                                      The Greens at Ventana Canyon           1,011                       $0.80
                                      The Arboretum                            811                       $0.73
                                      Villa Sin Vacas                        1,114                       $0.87
                                      Colonia Del Rio                        1,010                       $0.68
                                      Boulders at La Reserve                   999                       $0.72
                                      La Reserve Villas                        900                       $0.77
                                      Legends at La Paloma                   1,034                       $0.79
                                      Skyline Bel Aire                       1,125                       $0.64
                                      Pinnacle Canyon                        1,107                       $0.76
</TABLE> 

CONCLUSION           In 1995, vacancies for the Tucson Metro area began to
                     increase after several years at low levels. As of the Third
                     Quarter 1995, the overall vacancy level was 7.9 percent up
                     from 4.0 percent at the same period in 1994. The vacancy
                     rate for Third Quarter 1996 was 9.38 percent. The Third
                     Quarter 1997 figures show a decrease to 8.66 percent,
                     reflecting movement towards occupancy to stabilization.
                     Absorption levels began to decline in 1994 with negative
                     absorption in 1995 due to the significant amount of new
                     construction primarily in the Northwest and Catalina
                     Foothills submarkets. Absorption levels appear to be
                     stabilizing in 1997 although

                                                                              16
<PAGE>
 
                   there remains a significant amount of new construction. The
                   Northwest and Catalina Foothills submarkets have
                   traditionally been healthier than the overall citywide market
                   with a lower vacancy and generally higher rents. However,
                   there is a considerable amount of vacant land zoned for
                   multifamily development in these submarkets and a number of
                   new projects have been developed with a few more planned.
                   This could pose a threat to the market if supply is not
                   carefully monitored in keeping pace with demand. Also, the
                   single-family residential market provides an alternative to
                   the housing rental market. Home loan interest rates have been
                   reasonable and many potential homebuyers appear to be
                   electing home ownership.

                                                                              17
<PAGE>
 
                           [SITE PLAN APPEARS HERE]
<PAGE>
 
                                 SITE ANALYSIS
- --------------------------------------------------------------------------------

LOCATION           The subject is located along the north side of Ina Road and
                   the west side of North Mona Lisa Road in Tucson, Pima County,
                   Arizona. It is more specifically situated at 2600 Ina Road.

SIZE AND SHAPE     The site is irregularly shaped with a total of 9.5 acres or
                   413,820 square feet. It has frontage on the north side of Ina
                   Road and the west side of North Mona Lisa Road.

ACCESS AND         
VISIBILITY         The subject property is located along the north side of Ina  
                   Road and the west side of North Mona Lisa Road (except the   
                   exact corner). The site is situated about ten miles north of 
                   the Tucson CBD and about 12 miles north of the Tucson        
                   International Airport. Access to the subject from these major
                   activity centers is provided by a number of north/south and  
                   east/west thoroughfares. From both the CBD and the airport,  
                   one of the most direct routes is by heading north on         
                   Interstate Highway 10 to Ina Road then east to North Mona    
                   Lisa Road. Other major north/south thoroughfares, which lead 
                   to Ina Road are La Cholla, La Canada, and Oracle Roads.
                   
                   Immediate access to the subject is provided by Ina Road and
                   North Mona Lisa Road. The main entry to the complex is off
                   Ina Road. There is one curb cut along the east/west artery
                   providing access. Within the subject site, this entry drive
                   is Crystal Cave Drive. It is shared with Phase I and leads to
                   North Mona Lisa Road, which also provides access.

                   North Mona Lisa Road is a two-laned, asphalt-paved,
                   north/south artery with gravel shoulder and turn lanes.

                   Ina Road is a four-laned, asphalt-paved, east/west artery
                   with concrete curbs, paved shoulder, and planted median.

ZONING             The subject property is zoned "CB-1" Local Business under the
                   City of Tucson Zoning Ordinance. Permitted uses include
                   single-family dwelling, accessory buildings, church, park,
                   public or private school, agricultural use, duplex dwelling,
                   multiple dwelling, recreational facilities, mobile housing,
                   college, community service agency, library or museum,
                   hospital, clinic, club, private club, community storage
                   garage, child care center, professional office, real estate
                   office, motel/hotel, research facility, a variety of retail,
                   service station, supermarket, service outlets, theater, etc.
 
UTILITIES          The site is serviced by the following authorities.

                   Electricity...................................Tucson Electric
                   Telephone..........U.S. West Communications and Mountain Bell
                   Sewer.............................................Pima County


                                                                              18
<PAGE>
 
                           [ZONING MAP APPEARS HERE]
<PAGE>
 
                         [FLOOD PLAIN MAP APPEARS HERE]
<PAGE>
 
TERRAIN AND        
DRAINAGE           The site is basically level and slightly above street        
                   grade. Upon site inspection, the drainage appeared to be     
                   adequate. According to the Federal Flood Insurance Rate      
                   Maps, the subject lies within Zone C. Zone C is defined as   
                   "areas of minimal flooding."
                      

SOIL AND SUBSOIL   
CONDITIONS         No soil engineer's report was available to the appraisers,
                   and no soil tests were performed. The soils are assumed to
                   have an adequate load-bearing capacity.                    
                   
EASEMENTS AND      
ENCUMBRANCES       A physical inspection of the site did not reveal any         
                   easements adversely affecting the subject property. For      
                   purposes of this assignment, the appraisers assume that the  
                   subject's value or marketability is not adversely affected   
                   by the typical utility easements, which traverse the         
                   property. The following lists some of the more significant   
                   easements at various areas of the subject site.
                    

                   - drainage and flood control easement along the northwest
                     property line
                   - various water and sewer easements throughout the property
                   - various access easements throughout the property

RELATIONSHIP OF    
SITE TO 
SURROUNDINGS       North: Village at the Foothills I   
                   South: Single-family residential
                   East:  Two-story office building, Coronado Apartments, and
                          Windsail Apartments 
                          
                   West:  Floodway and Desert Shadows Apartments

REAL ESTATE TAXES  Real estate taxes and assessments for the Village at the
                   Foothills II and III Apartments are coordinated by the Pima
                   County Assessor's office. The property is subject to a number
                   of different taxing authorities and the taxes are calculated
                   two ways. A portion of the total tax liability is calculated
                   based on the "limited cash value" intended to create a
                   ceiling on the assessment. The limited cash value is
                   multiplied by an 10 percent assessment ratio then multiplied
                   by the rate per $100 of assessed value. This is considered
                   the primary tax rate and includes the school district,
                   community college, county, and state taxes. The following is
                   a summary of the tax parcel numbers used to identify the
                   subject parcel, the primary and secondary assessed values,
                   and the total tax for 1997.


<TABLE> 
<CAPTION> 
                                        PRIMARY        SECONDARY
                                        ASSESSED       ASSESSED
                                         VALUE        (FULL CASH)
                      TAX PARCEL NO.   (LIMITED)         VALUE       TOTAL TAX
                    ------------------------------------------------------------
                    <S>                <C>            <C>            <C> 
                      225 43 03405     $ 11,514        $ 14,006      $ 2,033.48
                      225 43 03209      410,550         410,550       67,181.18 
                                        -------         -------       ---------
                                       $422,064        $424,556      $69,214.66
</TABLE> 

                                                                             19
<PAGE>
 
                   The 1997 tax based on the subject property operating
                   statement was $69,215. The 1998 taxes have been estimated at
                   $71,983.

CONCLUSION         The subject site is irregularly shaped with 9.5 acres and
                   relatively level terrain. There are a few easements, which
                   traverse the property; however, none are believed to
                   adversely affect the site. The parcel is easily accessible
                   with frontage on Ina Road and North Mona Lisa Road. The
                   subject is zoned "CB-l" Local Business by the City of Tucson,
                   and it is believed to be in compliance. The size and shape of
                   the site provide flexibility for a variety of development and
                   it blends well with the predominately multifamily projects
                   which surround it.

                                                                              20
<PAGE>
 
                                 IMPROVEMENTS
- --------------------------------------------------------------------------------

                   The subject site, a 9.5-acre tract of land, is improved with
                   a two-story apartment project known as the Village at the
                   Foothills II and III. The improvements consist of 120
                   apartment units contained in 14 buildings constructed in
                   1986. Also situated on the site is a clubhouse, swimming
                   pool, tennis court, and covered parking.

                   There are four basic floor plans for the 120 apartment units.
                   The basic features of these floor plans are as follows:

<TABLE>
<CAPTION>
                                                           SIZE      TOTAL SF
                   UNIT TYPE  NO. OF UNITS  DESCRIPTION    (SF)
                   -----------------------------------------------------------
                   <S>        <C>           <C>            <C>       <C> 
                       A          32          1BR/lBA        780      24,960
                       D          40        1BR/1BA/DEN      947      37,880
                       B          36          2BR/2BA      1,081      38,916
                       C          12        2BR/2BA/TH     1,190      14,280
                                 ---                       -----     -------
                                 120                         967     116,036
</TABLE>

                   Please note the total net rentable area (116,036 square feet)
                   has changed slightly from previous reports (116,084
                   previously) based on a change in the reported size of unit
                   type C from 1,194 square feet to 1,190 square feet according
                   to the rent roll received from property owner dated November
                   7, 1997. As seen in the figures above, the total net rentable
                   area of 116,036 square feet and a total of 120 apartment
                   units result in an average of 967 square feet per unit. There
                   are a total of 72 one-bedroom units and 48 two-bedroom units.

                   The land area is 9.5 acres, resulting in a density of 12.63
                   units per acre. The parking consists of approximately 191
                   spaces, of asphalt construction, which is 1.6 spaces per
                   unit. The parking ratio is within industry standards.

                   A more detailed description is as follows:

FOUNDATION         Steel reinforced concrete slab with perimeter and interior
                   wire mesh. Second floors include wood frame, plywood
                   subfloor, and lightweight concrete.

FRAMING            Wood.

ROOF               A combination of composition built-up roofs with pitched red
                   tile fronts.

EXTERIOR           Masonry with painted stucco finish.

SECOND-STORY       
ACCESS             Wrought iron supports and handrails with cement stair 
                   risers and landings.                                     

BALCONIES          Concrete and wood supports with metal handrails.

                                                                              21
<PAGE>
 
INTERIOR FINISHES

Living, Dining,    
and Bedrooms:      Painted and textured gypsum board walls and ceilings,   
                   carpeting over pad, hollow-core wood doors, miniblinds, 
                   incandescent lighting, and fireplaces.                   
    
Bathrooms:         Vinyl tile floor coverings, porcelain tub with ceramic tile
                   shower, textured and painted gypsum board walls and ceilings,
                   fiberboard vanities with laminate counters, porcelain sink,
                   and commode.

Kitchens:          Vinyl tile floor coverings, formica countertops, laminated
                   fiberboard cabinets. Kitchen equipment includes a range/oven,
                   refrigerator, disposal, microwave oven, and dishwasher.

PLUMBING           Adequate and meets city code.

HVAC               Central air-conditioning and heating provided by individual
                   compressor units.

ELECTRICAL         Switch-type circuit breakers, 120/240-volt, single-phase
                   service with each unit individually metered. Each unit has
                   adequate electrical outlets and ceiling-mounted light
                   fixtures. The copper wiring is in compliance with city code.

INSULATION         Batt-type in ceilings and walls.

SITE IMPROVEMENTS  Asphalt-paved parking, covered metal carports, pole lighting,
                   concrete sidewalks, a swimming pool, clubhouse, and tennis
                   court

LANDSCAPING        Extensive mature landscaping.

AGE AND CONDITION  The effective age of the subject is eleven years which
                   approximates the actual age and the remaining economic life
                   is estimated to be 29 years.

SITE AREA          9.5 acres or 413,820 square feet.

DEFERRED           
MAINTENANCE        Visual inspection of the property as well as estimates by   
                   the management revealed a few items of deferred maintenance.
                   Some of these include appliance repair, replacement of      
                   flooring and drapes, air-conditioning repair, general       
                   interior and exterior repairs, landscaping, roof repairs,   
                   painting, and water heater replacement. The deferred        
                   maintenance was estimated at $105,000. A breakdown of these 
                   deferred maintenance items is shown below.                   

                                                                              22
<PAGE>
 
<TABLE>
<CAPTION>

                    ITEM           COST               ITEM           COST
                 -------------------------      -------------------------------
                 <S>             <C>            <C>                  <C>    
                 Appliances      $  2,400       General Interior     $ 2,400
                 Carpet            21,600       Landscape              8,000
                 Motor RDC          2,000       Exterior Paint         6,000
                 Window Co            720       Pool                  10,600
                 Exterior           2,200       Asphalt Paving         8,000
                 Furniture          1,400       Stairs                 2,000
                 Air Conditioning   8,000       Roof                  24,000
                                                Water Heaters          2,400
                                                                    --------
                                                Total (Rounded)     $105,000
</TABLE> 
 
CONCLUSION         Upon a detailed inspection of the property, the facility is
                   believed to be of good quality and workmanship. The design
                   and layout are felt to be functional and aesthetically
                   appealing. The project has been well maintained and has an
                   ongoing maintenance program; however, there are a few items
                   previously listed as deferred maintenance. Overall, the
                   apartments are in reasonably good shape and we believe the
                   effective age of the improvements is about eleven years with
                   a remaining economic life of 29 years.

                                                                              23
<PAGE>
 
                           [FLOOR PLAN APPEARS HERE]
<PAGE>
 
                              SUBJECT PHOTOGRAPHS
- --------------------------------------------------------------------------------

                            [PICTURE APPEARS HERE]


          View of entry drive, monument sign, and exterior of units.


                            [PICTURE APPEARS HERE]

            View of interior drive and exteriors of various units. 
<PAGE>
 
                            [PICTURE APPEARS HERE]


                  View of clubhouse/leasing office exterior. 


                            [PICTURE APPEARS HERE]


                          Interior view of clubhouse.
<PAGE>
 
                            [PICTURE APPEARS HERE]


                        Swimming pool behind clubhouse.


                            [PICTURE APPEARS HERE]


                            View of tennis courts.
<PAGE>
 
                            [PICTURE APPEARS HERE]


                         Exterior view of Building 21.


                            [PICTURE APPEARS HERE]


              Interior of living room in Building 21 model unit. 
<PAGE>
 
                            [PICTURE APPEARS HERE]


               Interior of bedroom in Building 21 model unit. 


                            [PICTURE APPEARS HERE]


              Interior view of kitchen in Building 21 model unit.
<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 currently 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 is zoned "CB-1" Local Business under the
                     City of Tucson Zoning Ordinance. Permitted uses include
                     single-family dwelling, accessory buildings, church, park,
                     public or private school, agricultural use, duplex
                     dwelling, multiple dwelling, recreational facilities,
                     mobile housing, college, community service agency, library
                     or museum, hospital, clinic, club, private club, community
                     storage garage, child care center, professional office,
                     real estate office, motel/hotel, research facility, a
                     variety of retail, service station, supermarket, service
                     outlets, theater, etc.

                     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 irregularly shaped and encompasses 9.5
                     acres, allowing for reasonable flexibility in developing
                     the site. It has frontage along the north side of Ina Road.
                     The topography of the site is sloping and drainage appears
                     to be good. Development in the immediate area is primarily
                     multifamily and single-family residential. The area appears
                     most conducive to multifamily development given the
                     surrounding projects and terrain. The subject site has
                     adequate utility capacity, enjoys a functional size and
                     shape, and is not affected by any adverse easements or
                     restrictions.

                                                                              24
<PAGE>
 
                     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 are
                     limited to multifamily development. The primary deterrents
                     to other types of development were the subject's location,
                     terrain, zoning, and surrounding use patterns which helped
                     to eliminate other site improvements such as commercial,
                     single-family, and office development from our analysis.

                     FINANCIAL FEASIBILITY - In view of the present market
                     conditions, financial feasibility is directly proportional
                     to the amount of net income that could be derived from the
                     subject. After having eliminating all other development
                     from our analysis, the financial feasibility of multifamily
                     development must be tested.

                     The subject is located in the Northwest submarket, which is
                     experiencing an overall annual vacancy of about 7.6
                     percent. Physical vacancy at the subject property is 6
                     percent. The average vacancy level has increased in the
                     submarket significantly from 3.9 percent reported in the
                     first quarter of 1995 due to an abundance of new apartment
                     construction. In the early 1990's, rental rates had been
                     increasing at a strong pace; however, with the large number
                     of new units under construction or recently completed,
                     rental rates have stabilized and most complexes are
                     offering rent concessions. The average rents in the
                     submarket range from $0.62 to $0.82 per square foot
                     depending on the size of each unit. The average rental rate
                     at newer complexes typically ranges from $0.75 to $1.00 per
                     square foot, which is within the feasible range in which to
                     build. However, as previously mentioned the market has
                     experienced an abundance of new construction and new
                     projects are offering rent concessions of up to one month
                     free. Therefore, given the amount of new supply, additional
                     apartment construction does not appear to be feasible at
                     this time until the supply has been reasonably absorbed.

                     MAXIMUM PRODUCTIVITY - After considering the current
                     economic climate and the subject's location and financial
                     feasibility of certain land uses, more than likely a
                     present development of the land would not produce a
                     positive cash flow for multifamily development which would
                     be sufficient to satisfy the developer of the project.

                     However, due to the subject's location and the socio-
                     economic status of the neighborhood, 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. The site's location along
                     the north side of Ina Road gives it good access and
                     visibility, within an affluent single family residential
                     area, which is conducive to apartment development.
                     Therefore, after considering the alternatives, we believe
                     the highest and best use of the site, as vacant, is to hold
                     for future apartment development.

SUBJECT PROPERTY
AS IMPROVED          The property, as improved, is tested for two reasons. First
                     to identify the use of the property that is expected to
                     produce the highest overall return per invested dollar,

                                                                              25
<PAGE>
 
                     and the second reason is to help in identifying comparable
                     properties. The four tests or elements are also applied in
                     this analysis.

                     LEGALLY PERMISSIBLE - Within the scope of a legal analysis,
                     the subject site utilized for apartment use is reasonable
                     since it is a legal use.

                     PHYSICAL POSSIBILITY - Based on the subject's land size
                     (9.5 acres), terrain, configuration, and the improvement's
                     positioning relative to the subject site, it is felt that
                     it would not be physically possible to increase the size of
                     the current improvements and remain competitive. The
                     density of the subject is approximately 12.63 units per
                     acre. Thus, based on the aforementioned factors, it is
                     judged that the improvements represent the largest amount
                     of space that could currently be developed under current
                     site conditions.

                     FINANCIALLY FEASIBLE - 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.

                     In the Income Approach section of this report, the
                     appraisers estimated income and expenses for the subject.
                     The net operating income derived suggests that the property
                     is capable of generating income in excess of operating
                     expenses, exclusive of return on investment requirements
                     and debt service. The net operating income was capitalized
                     into a value indication that was supported by the Sales
                     Comparison Approach. Additionally, the value indication is
                     in excess of the estimated value of the land. This
                     indicates that the existing subject "as improved" is a
                     feasible entity.

                     MAXIMUM PRODUCTIVITY - The test for this element is also
                     from the market. The comparables analyzed suggest that
                     under competent and prudent management, the subject could
                     produce an adequate return to substantiate its existence.

                     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.
                     However, the subject does not represent the "optimum" use
                     due to some deferred maintenance and some state of the arts
                     amenities.

                                                                              26
<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 this method of valuation
                     is typically the least reliable indicator of value in mid-
                     life to older projects such as the subject since estimates
                     of depreciation are difficult to accurately measure in the
                     marketplace. Additionally, it is often the perception of
                     investors that cost does not necessarily equate to value
                     and the purchase price is not typically based on
                     construction costs.

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 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.

                                                                              27
<PAGE>
 
                     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 other
                     approach. In some instances, because of the inadequacy
                     or unavailability of data, one of the approaches may be
                     given little weight in the final value estimate.

                                                                              28
<PAGE>
 
                       [IMPROVED SALES MAP APPEARS HERE]
<PAGE>
 
<TABLE> 
<CAPTION> 
- ------------------------------------------------------------------------------------------------------------------------------------
                                                            TUCSON 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    SALES PRICE    BUILT    UNITS    AVG/UNIT   AT SALE    /UNIT    SF    /UNIT    RATE      EGIM
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>                       <C>     <C>            <C>      <C>     <C>         <C>        <C>    <C>     <C>      <C>      <C>  
1   Pinnacle Canyon           11/97    $11,727,000   1995     225     228,931      98%       N/A    $51.23  $52,120   N/A     5.69
    7050 E. Sunrise Drive                                              1,017
    Tuscon, AZ
- ------------------------------------------------------------------------------------------------------------------------------------
2   Pinnacle Heights          11/97    $16,364,000   1995     310     339,364      97%       N/A    $48.22  $52,787   N/A     5.60
    7990 E. Snyder Road.                                               1,095
    Tucson, AZ
- ------------------------------------------------------------------------------------------------------------------------------------
3   Foothills                 11/97    $ 7,600,000   1984     270     167,910      97%       N/A    $45.26  $28,148   N/A     5.38
    5441 N. Swan Road                                                   622
    Tucson, AZ
- ------------------------------------------------------------------------------------------------------------------------------------
4   Sandstone                 06/97    $ 8,849,000   1986     330     181,167     100%     $ 4.88   $48.84  $26,815   10.0%    N/A
    405 E. Prince Road                                                  549                $2,682
    Tucson, AZ
- ------------------------------------------------------------------------------------------------------------------------------------
5   Hilands I                 06/97    $12,500,000   1985     426     234,324      95%     $ 5.87   $53.34  $29,343   11.0%    N/A
    5755 E. River Road                                                  550                $3,228
    Tucson, AZ
- ------------------------------------------------------------------------------------------------------------------------------------
    Windsail                  03/97    $10,037,000   1985     300     243,952      94%     $ 4.11   $41.14  $33,457   10.0%   5.74
    7300 N. Mona Lisa Road                                              813                $3,346   
    Tucson, AZ
- ------------------------------------------------------------------------------------------------------------------------------------
7   Cobble Creek              01/97    $ 9,250,000   1980     301     217,382      91%       N/A    $42.55  $30,731   N/A     6.35
    7700 E. Speedway Blvd.                                              722
    Tucson, AZ
- ------------------------------------------------------------------------------------------------------------------------------------
8   Sundown Village           12/96    $11,350,000   1984     330     279,758      90%     $ 3.97   $40.57  $34,394  10.09%   5.53
    8215 Oracle Road                                                    848                $3,367
    Tucson, AZ
- ------------------------------------------------------------------------------------------------------------------------------------
9   Rio Cancion               12/96    $17,400,000   1983     379     343,370      90%     $ 4.77   $50.67  $45,910   9.42%   6.31
    2400 E. River Road                                                  906                $4,324
    Tucson, AZ
- ------------------------------------------------------------------------------------------------------------------------------------
10  Sonoran Terraces          08/96    $18,750,000   1985     374     416,256      95%     $ 4.23   $45.04  $50,134   9.39%   6.59
    7887 N. La Cholla Blvd.                                            1,113               $4,710
    Tucson, AZ
- ------------------------------------------------------------------------------------------------------------------------------------
    SUBJECT                                          1986     120     116,036      94%     $ 3.90  
    Village at the Foothills                                            
    II and III                                                          967                $3,772                          
    2600 Ina Road
    Tucson, AZ
- ------------------------------------------------------------------------------------------------------------------------------------
</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 comparable
                    to the subject property. A map and a summary of the
                    comparable sales can be found on the preceding pages. The
                    sales ranged in time from August 1996 to November 1997.
                    Reference is made to the individual sales data included in
                    the Addenda section of this report.

                    In our analysis of the sales data, important considerations
                    as to comparability were condition of the property, gross
                    income when combined with percent (%) occupied at sale date,
                    unit size, terms of sale, location, and motivation. The
                    sales provide units of comparison, which can be adjusted and
                    then applied, to the subject to derive an estimate of value.
                    Because these individual factors often overlap and are
                    difficult to quantify, we compared the improved sales based
                    on net operating income (NOI) per square foot and per unit.
                    Theoretically, the NOI takes into consideration the various
                    physical factors, which influence value. An analysis of NOI
                    likewise considers economic differences in each improved
                    property sale because income is also a function of the
                    current market. Thus, with this analysis, all the factors
                    affecting a sale can be reduced to the common denominator of
                    net operating income. Also, we considered the effective
                    gross income multiplier method. There follows a discussion
                    of our analysis and value conclusion by the Sales Comparison
                    Approach.

SALES ADJUSTMENT 
ANALYSIS

PROPERTY RIGHTS     Property rights consists of ownership, legal estate,
                    economic benefits, and financial components. Our valuation
                    is of the leased fee estate on an all cash basis. Since all
                    the sales were reported to be of the leased fee estate, no
                    adjustment was necessary.

                                                                              29
<PAGE>
 
CASH EQUIVALENCY    Standard definitions of market value include payment in
                    "cash or its equivalent." The equivalent includes financing
                    terms generally available in the market. In many cases
                    comparable sales carry atypical financing terms that require
                    an adjustment to cash equivalency. There are basically two
                    areas, which may require adjustments for terms. One is the
                    amount of cash down payment and the other is favorable
                    financing or a low interest rate on the note/mortgage. Where
                    terms were considered to be more favorable than the market
                    at the time of sale, cash equivalency adjustments are made.
                    All of the sales used in this analysis were cash
                    transactions or were considered equivalent and therefore,
                    did not require a cash equivalent adjustment.

CONDITION OF SALE   Adjustments for condition of sale usually reflect the
                    motivations of the buyer and the seller. Although conditions
                    of sale are perceived as applying only to sales that are not
                    arm's length transactions, some arm's length sales may
                    reflect atypical motivations or sale conditions due to
                    unusual tax considerations, sale at legal auction, lack of
                    exposure on the open market, etc. The sales utilized in our
                    analysis were not reported to be reflective of such
                    situations; therefore, no adjustment was necessary.

NET OPERATING
INCOME ANALYSIS     In lieu of specific adjustments, we compared the improved
                    sales based on the net operating income (NOI) per square
                    foot and NOI 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, age, condition etc. Thus,
                    these differing factors can be reduced to the common
                    denominator of net operating income.

                    The various sales reflected NOIs per square foot ranging
                    from $3.97 to $5.87 and NOIs per unit ranging from $2,682 to
                    $4,710. The subject NOI (with reserve expenses) has been
                    approximated at $3.90 per square foot or $3,772 per unit
                    from the Direct Capitalization 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. This adjustment 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. The following chart presents the
                    adjustment process.

                                                                              30
<PAGE>
 
          SALE     SALE     SALE    SUBJECT   ADJUST.      ADJUST.
          NO.    PRICE/SF  NOI/SF   NOI/SF     FACTOR      PRICE/SF
       ---------------------------------------------------------------
         1      $51.23      NA      $3.90         NA          NA
         2       48.22      NA      $3.90         NA          NA
         3       45.26      NA      $3.90         NA          NA
         4       48.84   $4.88      $3.90    0.79918      $39.03
         5       53.34    5.87      $3.90    0.66440       35.44
         6       41.14    4.11      $3.90    0.94891       39.04
         7       42.55      NA      $3.90         NA          NA
         8       40.57    3.97      $3.90    0.98237       39.85
         9       50.67    4.77      $3.90    0.81761       41.43
         10      45.04    4.23      $3.90    0.92199       41.53

       After adjustments, the sales reflected a range in value for the subject
       from $35.44 to $41.53 per square foot. Sales 6 and 8 have the most
       similar net operating incomes per square foot and they reflect values of
       $39.04 and $39.85 per square foot. Placing emphasis on these sales,
       tempered with the other sales, and recognizing the slight age difference,
       a value of $40.50 per square foot is estimated for the subject. From this
       value the $105,000 in deferred maintenance is deducted to arrive at the
       "as is" value of the subject. The calculation is shown below.


       116,036 SF x $40.50/SF....................... $4,699,458
       Less Deferred Maintenance....................   (105,000)
                                                       --------
       "As Is" Value via NOI/SF..................... $4,594,458
                                             Rounded $4,600,000


        SALE       SALE        SALE     SUBJECT     ADJUST.      ADJUST.
         No.    PRICE/UNIT   NOI/UNIT  NOI/UNIT     FACTOR     PRICE/UNIT
       ---------------------------------------------------------------------
         1      $ 52,120        NA       $3,772         NA          NA
         2        52,787        NA        3,772         NA          NA
         3        28,148        NA        3,772         NA          NA
         4        26,815    $2,682        3,772    1.40641   $  37,713
         5        29,343     3,228        3,772    1.16852      34,288
         6        33,457     3,346        3,772    1.12732      37,717
         7        30,731        NA        3,772         NA          NA
         8        34,394     3,367        3,772    1.12029      38,531
         9        45,910     4,324        3,772    0.87234      40,049
         10       50,134     4,710        3,772    0.80085      40,150

       After adjustments, the sales reflected a range in value for the subject
       from $34,288 to $40,150 per unit. Sales 6 and 8 reflected the most
       similar NOI per unit to the subject and had adjusted values of $37,717
       and $38,531 per unit. Additionally, we recognized some age differences
       and based on all the data, we estimated a value for the subject of
       $38,500 per unit. The following indication reflects an "as is" value per
       unit for the subject considering the subject's deferred maintenance.

       120 units x $38,500/unit.......................$4,620,000
       Less: Deferred maintenance.....................  (105,000)
                                                        -------- 
       Value via NOI Price/Unit Method................$4,515,000 
                                              Rounded $4,500,000

                                                                              31
<PAGE>
 
EFFECTIVE GROSS INCOME
MULTIPLIER METHOD        In addition to the NOI price per square foot and price
                         per unit analysis, we have employed an effective, gross
                         income multiplier analysis to the sales based on the
                         sales' actual effective gross income multipliers
                         (EGIM). Unlike the price per unit analysis, EGIMs
                         cannot be adjusted for dissimilar factors when compared
                         to the subject. Instead, certain factors must be
                         closely analyzed for determining comparability of the
                         multiplier to the subject property. These include the
                         timing of the sale and whether market condition changes
                         have occurred between the date of valuation and the
                         sale date, as well as occupancies and expense ratio
                         levels, and the comparability of the sale in terms of
                         its physical features and the resulting income stream
                         potential. Listed below are the details of the sales we
                         felt to be pertinent in our selection of a reasonable
                         EGIM for the subject. All factors were considered in
                         our interpretation of the data leading to the EGIM of
                         the sales.

 
                   SALE   DATE OF SALE   EGIM   OCCUPANCY   EXPENSE RATIO
                   --------------------------------------------------------
                     1        11/97      5.59      98%          N/A
                     2        11/97      5.60      97%          N/A
                     3        11/97      5.38      97%          N/A
                     6        03/97      5.74      94%        42.58%
                     7        01/97      6.35      91%           NA
                     8        12/96      5.53      90%        45.86%
                     9        12/96      6.31      90%        40.57%
                     10        8/96      6.59      90%        39.48%
                 Subject                           94%        46.82%


                         The sales indicated EGIMs ranging from 5.38 to 6.59,
                         with all sales operating at or near stabilized levels.
                         Based on this data, we believe an EGIM of 5.8 is
                         reasonable for the subject considering the subject's
                         quality and expense ratio. Applying the 5.8 EGIM to the
                         subject's stabilized effective gross income, and
                         deducting for deferred maintenance, results in the
                         following value indication. 


                         5.80 x $851,215....................$4,937,047
                         Less: Deferred maintenance...........(105,000)
                                                              --------
                         Value via EGIM Method..............$4,832,047
                                                    Rounded $4,800,000

CONCLUSION               THE NOI per square foot and per unit methods presented
                         a value range indication of $4,500,000 to $4,600,000
                         and the effective gross income multiplier method
                         indicated a value of $4,800,000. Weight has been given
                         to the net operating income comparisons because this
                         method reflects both income and expense information.
                         The EGIM method only accounts for income and does not
                         take into consideration expenses, which can vary from
                         property to property. 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 December 31, 1997, is

                              FOUR MILLION SIX HUNDRED THOUSAND DOLLARS
                                         ($4,600,000)

                                                                              32
<PAGE>
 
                     [COMPARABLE RENTALS MAP APPEARS HERE]

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

 
                                                      COMPARABLE RENT SUMMARY
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                      CURRENT     
                         YEAR   NO.OF   AVG. UNIT   PHYSICAL                 UNIT    EFFECTIVE       EFFECTIVE
  NO.   NAME/LOCATION    BUILT  UNITS   SIZE (SF)    OCCUP.    UNIT TYPE    SIZE/SF  RENT/MO.       RENT/SF/MO.  AMENITIES/COMMENTS
- ------------------------------------------------------------------------------------------------------------------------------------
  <S>   <C>              <C>    <C>     <C>         <C>        <C>          <C>      <C>            <C>          <C> 
   1    Tierra Catalina   1983   120     1,171       99%            1BR/1BA    900    $  640-730     0.71-0.81    Amenities include
        3201 E Skyline                                              1BR/1BA    916       625-680     0.68-0.74    a swimming pool,
        Drive                                                       2BR/2BA  1,207           790          0.65    spa, tennis court,
                                                                    2BR/2BA  1,233       850-950     0.69-0.77    clubroom, covered
                                                                 2BR/2BA/TH  1,304       890-950     0.68-0.73    parking,
                                                                 3BR/2BA/TH  1,525     950-1,070     0.62-0.70    washer/dryer,
                                                                                                                  hook-ups, 
                                                                                                                  microwave,
                                                                                                                  fireplace.
                                                                                                                  Concessions: None
- ------------------------------------------------------------------------------------------------------------------------------------
   2    L'Auberge Canyon  1987   264     1,019       96%            1BR/1BA    724    $      725          1.00    Amenities include
        View 6650-55 N                                              2BR/2BA    909           775          0.85    a swimming pool,
        Kolb Road                                                   2BR/2BA  1,049           825          0.79    tennis court, 
                                                                    2BR/2BA  1,095           875          0.80    washer/dryer,
                                                                    3BR/2BA  1,223         1,010          0.82    microwave,
                                                                    3BR/2BA  1,243         1,010          0.81    fireplace, 
                                                                    3BR/2BA  1,291         1,010          0.78    jacuzzi, clubroom,
                                                                                                                  and covered 
                                                                                                                  parking.
                                                                                                                  Concessions: None
- ------------------------------------------------------------------------------------------------------------------------------------
   3    The Greens at     1986   265     1,011       89%        1BR/1BA/DEN    818    $      714          0.87    Amenities include 
        Ventana 5800 N                                          1BR/1BA/DEN    847           740          0.87    3 swimming pools,
        Kolb Road                                                   2BR/2BA    945           775          0.82    spa, washer/dryer,
                                                                    2BR/2BA    974           739          0.76    microwave, 
                                                                    2BR/2BA  1,018       787-837     0.77-0.82    fireplace,
                                                                    2BR/2BA  1,050           800          0.76    clubroom, and
                                                                2BR/2BA/DEN  1,169       914-964     0.78-0.82    covered parking.
                                                                2BR/2BA/DEN  1,207           950          0.79    Concessions: One- 
                                                                                                                  half month free.
- ------------------------------------------------------------------------------------------------------------------------------------
   4    The Arboretum     1986   496       811       99%            1BR/1BA    520           475          0.91    Amenities include 
        4700 N Kolb Rd.                                             1BR/1BA    616           500          0.81    3 swimming pools,
                                                                    1BR/1BA    686           510          0.74    clubroom, exercise
                                                                    1BR/1BA    767           560          0.73    room, laundry
                                                                    2BR/1BA    984           650          0.66    facilities, 
                                                                    2BR/2BA    995           710          0.71    washer/dryer hook-
                                                                    2BR/2BA  1,001           735          0.73    ups, fireplace, 
                                                                    3BR/2BA  1,200           799          0.67    and covered 
                                                                                                                  parking.
                                                                                                                  Concessions: One-
                                                                                                                  half month free
                                                                                                                  rent. $175 off if
                                                                                                                  deposit on 1/st/
                                                                                                                  visit.
- ------------------------------------------------------------------------------------------------------------------------------------
   5    Villa Sin Vacas   1985   72      1,114       90's%      1BR/1BA/DEN    930           835          0.90    Amenities include 
        7601 N. Calle                                               2BR/2BA  1,195         1,050          0.88    washer dryer, 
        Sin Envidia                                                 3BR/2BA  1,458         1,200          0.82    fireplace,
                                                                                                                  microwave, covered
                                                                                                                  parking, 
                                                                                                                  clubhouse, pool.
                                                                                                                  Concessions: None 
- ------------------------------------------------------------------------------------------------------------------------------------
   6    Colonia Del Rio   1985   176     1,010       90's%          1BR/1BA    713           560          0.79    Amenities include
        4601 N. Via                                                 1BR/1BA    796           590          0.74    washer/dryer,
        Entrada                                                     1BR/1BA  1,022           655          0.64    microwave, pool,
                                                                    2BR/1BA  1,068           680          0.64    covered parking,
                                                                 2BR/2BA/TH  1,170           795          0.68    fireplace, 
                                                                    3BR/2BA  1,345       795-810     0.59-0.60    exercise facility,
                                                                                                                  playground, spa.
                                                                                                                  Concessions: $200
                                                                                                                  off first month's
                                                                                                                  rent.
====================================================================================================================================
</TABLE>
<PAGE>
 
<TABLE>
<CAPTION> 
====================================================================================================================================

                                                                                      CURRENT
                              YEAR   NO. OF  AVG. UNIT   PHYSICAL                UNIT    EFFECTIVE   EFFECTIVE
  NO.   NAME/LOCATION        BUILT  UNITS   SIZE (SF)    OCCUP.    UNIT TYPE    SIZE/SF  RENT/MO.    RENT/SF/MO.  AMENITIES/COMMENTS
- ------------------------------------------------------------------------------------------------------------------------------------
  <S>   <C>                  <C>     <C>     <C>         <C>    <C>          <C>     <C>             <C>          <C> 
   7    Boulders at La       1995   240     999         N/A         1BR/1BA     725    595            0.82        Amenities include
        Reserve 1500                                            1BR/1BA/DEN     929    655            0.71        pool, spa, 
        E. Pusch Wilderness                                         2BR/2BA   1,057    740            0.70        washer/dryer, 
                                                                    3BR/2BA   1,268    860            0.68        microwave, some
                                                                                                                  fireplaces, 
                                                                                                                  garages, fitness
                                                                                                                  center
                                                                                                                  Concessions: 1/2 
                                                                                                                  mo. free rent on 
                                                                                                                  1-2BR and 1 mo.
                                                                                                                  free rent on 3 BR
                                                                                                                  with 12 mo. lease.
- ------------------------------------------------------------------------------------------------------------------------------------
   8    La Reserve Villas    1988   240     900        90's%        1BR/1BA     697    580            0.83        Amenities include 
        10700 N. La                                                 2BR/2BA     943    690            0.73        2 pools, spa,
        Reserve                                                     2BR/2BA     957    750            0.78        washer/dryer,
                                                                    3BR/2BA   1,111    875            0.79        microwave, some
                                                                                                                  fireplaces, 
                                                                                                                  fitness center,
                                                                                                                  clubhouse.
                                                                                                                  Concessions: None
- ------------------------------------------------------------------------------------------------------------------------------------
   9    Legends at La Paloma 1995   312   1,034        90's%        1BR/1BA     745    675            0.91        Amenities include
        3750 E. Via Palomita                                        2BR/2BA   1,036    795            0.77        2 pools, spa,
                                                                    3BR/2BA   1,258    975            0.78        washer/dryer,
                                                                                                                  microwave,
                                                                                                                  fireplace, fitness
                                                                                                                  center, clubhouse.
                                                                                                                  Concessions: 1 mo.
                                                                                                                  free
- ------------------------------------------------------------------------------------------------------------------------------------
   10   Skyline Bel Aire     1979   137   1,125        90's%    lBR/1BA/DEN     968    615            0.64        Amenities include
        6255 Camino                                                 2BR/2BA   1,263    815            0.65        pool, spa, 2 
        Pimeria Alta                                                                                              tennis courts, 
                                                                                                                  washer/dryer,
                                                                                                                  fireplace, covered
                                                                                                                  parking, clubhouse
                                                                                                                  Concessions: 1 BR 
                                                                                                                  $590/mo.; $300 off
                                                                                                                  first mo. on a 12
                                                                                                                  mo. lease and $150
                                                                                                                  off first mo. on a
                                                                                                                  6 mo. lease.
- ------------------------------------------------------------------------------------------------------------------------------------
   11   Pinnacle Canyon      1995   225   1,017          98%        1BR/1BA     795    650            0.82        Amenities include
        7050 E. Sunrise                                             1BR/1BA     840    675            0.80        pool, spa,
        Road                                                        2BR/2BA   1,124    775            0.69        washer/dryer,
                                                                    2BR/2BA   1,152    800            0.69        microwave, built 
                                                                    3BR/2BA   1,351    935            0.69        in TV, garages 
                                                                                                                  available, 
                                                                                                                  clubhouse, 
                                                                                                                  exercise facility,
                                                                                                                  computer center
                                                                                                                  Concessions: 1 mo.
                                                                                                                  free for 12 mo.
                                                                                                                  lease.
- ------------------------------------------------------------------------------------------------------------------------------------
        SUBJECT PROPERTY     1986   120     967          94%        1BR/1BA     780    529            0.68        Amenities include
        Village at                                              1BR/1BA/DEN     947    629            0.67        a swimming pool,
        Foothills II & III                                          2BR/2BA   1,081    659            0.61        tennis court, spa,
        2600 Ina Road                                            2BR/2BA/TH   1,190    759            0.64        clubroom, and   
                                                                                                                  covered parking. 
====================================================================================================================================
</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 and deferred maintenance (if
                    applicable), are 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. In either
                    method, the present mortgage balance (if applicable) would
                    be added to the equity value to obtain the total value of
                    the property. Since our valuation is on a cash basis, no
                    mortgages were considered. 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 laundry income,
                    forfeited security deposits, and miscellaneous income.
                    Information provided by the on-site leasing agents indicated
                    the following current rent schedule:

                     
<TABLE>
<CAPTION>
                                   BASED ON "RESIDENT PAYS UTILITIES"
                   -------------------------------------------------------------
                       TYPE      UNITS  SIZE (SF)  RENT/MO.  RENT/SF  MO. TOTAL
                   -------------------------------------------------------------
                   <S>           <C>    <C>        <C>       <C>      <C>
                       1BR/1BA    32       780       $529    $0.68    $16,928
                   1BR/1BA/Den    40       947        629     0.67     25,160
                       2BR/2BA    36     1,081        659     0.61     23,724
                    2BR/2BA/TH    12     1,190        759     0.64      9,108
                                 ---     -----       ----    -----    -------
                                 120       967       $624    $0.65    $74,920
</TABLE>

                    These rents have been compared to closely located and
                    similarly designed apartment complexes in the subject's
                    general area. For the purpose of this analysis, we have
                    considered eleven apartment complexes that were found to be
                    most comparable. They range in total size from 80,178 to
                    402,276 square feet, in average unit size from 811 to 1,172
                    square feet, and in physical occupancy from 89 to 99
                    percent. The comparable rentals are summarized on the
                    previous page.

                                                                              33
<PAGE>
 
<TABLE> 
<CAPTION> 
====================================================================================================================================


                                                      SUBJECT - RENT ANALYSIS

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

                                                        UNIT            AVG.            AVG. MONTHLY        
                                    UNIT TYPE         SIZE (SF)      RENT/MONTH           RENT/SF            COMPARABILITY
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>               <C>            <C>                <C>                  <C>
SUBJECT                                 1BR/1BA         780            $529               $0.68                                 
L'Auberge Canyon View                   lBR/1BA         724             725                1.00                    Superior     
Greens at Ventana                   1BR/1BA/DEN         818             714                0.87                    Superior     
Tierra Catalina                         1BR/1BA         900             640                0.71                  Comparable     
The Arboretum                           1BR/1BA         767             560                0.73                  Comparable     
Colonia Del Rio                         1BR/1BA         796             590                0.74                  Comparable     
Boulders at La Reserve                  1BR/lBA         725             595                0.82                    Superior     
La Reserve Villas                       1BR/1BA         697             580                0.83                    Superior     
Legends at La Paloma                    1BR/1BA         745             675                0.91                    Superior     
Pinnacle Canyon                         1BR/1BA         795             650                0.82                    Superior     
- ------------------------------------------------------------------------------------------------------------------------------------
SUBJECT                             1BR/1BA/DEN         947             629                0.67               
Tierra Catalina                         1BR/1BA         916             680                0.74                Comparable
The Arboretum                           2BR/lBA         984             650                0.66                Comparable
Villa Sin Vacas                     1BR/1BA/DEN         930             835                0.90                  Superior 
Colonia Del Rio                         lBR/lBA       1,022             655                0.64                Comparable
Boulders at La Reserve              1BR/1BA/DEN         929             655                0.71                  Superior 
Skyline Bel Aire                    1BR/1BA/DEN         968             615                0.64                Comparable 
- ------------------------------------------------------------------------------------------------------------------------------------
SUBJECT                                 2BR/2BA       1,081             659                0.61                
L'Auberge Canyon View                   2BR/2BA       1,095             875                0.80                  Superior       
The Greens at Ventana                   2BR/2BA       1,050             800                0.76                  Superior      
Tierra Catalina                         2BR/2BA       1,207             790                0.65                Comparable     
Arboretum                               2BR/2BA       1,001             735                0.73                Comparable     
Villa Sin Vacas                         2BR/2BA       1,195           1,050                0.88                  Superior      
Colonia Del Rio                         2BR/1BA       1,068             680                0.64                Comparable     
Boulders at La Reserve                  2BR/2BA       1,057             740                0.70                  Superior      
La Reserve Villas                       2BR/2BA         957             750                0.78                  Superior      
Legends at La Paloma                    2BR/2BA       1,036             795                0.77                  Superior      
Pinnacle Canyon                         2BR/2BA       1,124             775                0.69                  Superior
- ------------------------------------------------------------------------------------------------------------------------------------
SUBJECT                              2BR/2BATH        1,190             759                0.64  
L'Auberge Canyon                       2BR/2BA        1,095             875                0.80                  Superior
The Greens at Ventana                  2BR/2BA        1,050             800                0.76                  Superior
Tierra Catalina                     2BR/2BA/TH        1,304             890                0.68                Comparable
Villa Sin Vacas                        2BR/2BA        1,195           1,050                0.88                  Superior
Colonia Del Rio                     2BR/2BA/TH        1,170             795                0.68                Comparable
Boulders at La Reserve                 2BR/2BA        1,057             740                0.70                  Superior
Legends at La Paloma                   2BR/2BA        1,036             795                0.77                  Superior 
Skyline Bel Aire                       2BR/2BA        1,263             815                0.65                Comparable 
Pinnacle Canyon                        2BR/2BA        1,124             775                0.69                  Superior           

====================================================================================================================================
</TABLE>
<PAGE>
 
                    All of the comparables surveyed were located within the
                    subject's general vicinity. Rent Comparables 1, 4 and 6 are
                    believed to be most comparable to the subject overall;
                    specifically, in terms of overall physical condition,
                    location, rental rates, and the amenities offered. These
                    comparables indicate average quoted rental rates from $0.59
                    to $0.91 per square foot per month with the higher unit
                    rental being a small 1 bedroom. The other projects were
                    relatively comparable to the subject and were used as
                    additional indications of market rents in the subject's
                    area.

                    It is important to note that these rents are reflective of
                    the current market. The Tucson area is somewhat seasonal and
                    rents do not tend to be increased during the summer months.
                    Also, a number of new units within the immediate area of the
                    subject have recently opened; therefore, rents are not
                    expected to increase over the short term. In fact, rent
                    concessions are being offered at most of the new projects.
                    The current asking average monthly rent for the subject is
                    $0.65 per square foot and the average actual contract rent
                    for the subject is $0.55 per square foot.

                    After considering each of the aforementioned factors,
                    including the subject's historical performance, we are of
                    the opinion that the subject's asking rentals are
                    reasonable. Given the subject's 94 percent physical
                    occupancy and actual rents, the projected market effective
                    rental rates for the subject are summarized as follows:

                       

<TABLE>
<CAPTION>
                                   BASED ON "RESIDENT PAYS UTILITIES"
                   -------------------------------------------------------------
                                TOTAL    SIZE     TOTAL  RENT/     MO.    RENT-
                   UNIT TYPE    UNITS    (SF)     (SF)   MONTH    TOTAL   SF/MO.
                   -------------------------------------------------------------
                   <S>          <C>    <C>     <C>      <C>    <C>      <C>
                       1BR/1BA    32      780    24,960   $529   $16,928  $0.68
                   1BR/1BA/Den    40      947    37,880    629    25,160   0.67
                       2BR/2BA    36    1,081    38,916    659    23,724   0.61
                    2BR/2BA/TH    12    1,190    14,280    759     9,108   0.64
                                 ---    -----   -------   ----   -------  -----
                                 120      967   116,036   $624   $74,920  $0.65
</TABLE>

                    Gross Annual Rental Income: $72,920 x 12 months = $899,040

OTHER INCOME        In addition to rental income from apartments, other income
                    is generated by laundry and vending machines, forfeited
                    security deposits, late charges, and miscellaneous. Other
                    income in 1991 was reported at $14,691 or $0.13 per square
                    foot. This figure dropped during 1992 to $10,618 or $0.09
                    per square foot. However, it increased to $13,794 or $0.12
                    per square foot in 1993, $13,336 or $0.11 per square foot in
                    1994, $13,864 or $0.12 per square foot in 1995, and $12,692
                    or $0.11 per square foot in 1996. The annualized figure for
                    1997 was $15,029 or $0.13 per square foot. Based on our
                    experience with similar type properties and the actual
                    performance of the property, it is our opinion that other
                    income in the amount of $16,245 or $0.14 per square foot
                    before vacancy and $0.13 per square foot after vacancy is
                    reasonable. This is typical for a project such as the
                    subject.

                    From this we have arrived at our estimate of scheduled gross
                    income as if 100 percent occupied:

                                                                              34
<PAGE>
 
<TABLE> 
<CAPTION> 
=====================================================================================================================
                                         VILLAGE AT THE FOOTHILLS II AND III
                                                 HISTORICAL EXPENSES
- ---------------------------------------------------------------------------------------------------------------------
    EXPENSE                    ACTUAL 1991             ACTUAL 1992            ACTUAL 1993             ACTUAL 1994
    CATEGORY               PER SF    PER UNIT      PER SF    PER UNIT     PER SF    PER UNIT      PER SF    PER UNIT
- ---------------------------------------------------------------------------------------------------------------------
<S>                        <C>       <C>           <C>       <C>          <C>       <C>           <C>       <C>     
Real Estate Taxes          $0.58     $  561        $0.55     $  532       $0.55     $  532        $0.54     $  522
Insurance                  $0.05     $   48        $0.05     $   48        0.06     $   58        $0.06     $   58  
Personnel                  $0.46     $  445        $0.48     $  464        0.53     $  512        $0.56     $  542   
Utilities                  $0.45     $  435        $0.42     $  406        0.44     $  425        $0.47     $  454   
Repairs & Maintenance      $0.30     $  290        $0.31     $  300        0.34     $  329        $0.39     $  377   
Contract Services          $0.13     $  126        $0.13     $  126        0.12     $  116        $0.13     $  126   
General Administrative     $0.09     $   87        $0.05     $   48        0.04     $   39        $0.05     $   48    
Management                 $0.28     $  271        $0.29     $  280        0.30     $  290        $0.32     $  309
                           -----     ------        -----     ------       -----     ------        -----     ------           
         TOTAL             $2.34     $2,263        $2.28     $2,205       $2.38     $2,301        $2.52     $2,437  
=====================================================================================================================
 
<CAPTION> 
- ----------------------------------------------------------------------------------------------
    EXPENSE                   ACTUAL 1995             ACTUAL 1996             ACTUAL 1997
    CATEGORY              PER SF    PER UNIT      PER SF    PER UNIT      PER SF    PER UNIT
- ----------------------------------------------------------------------------------------------
<S>                       <C>       <C>           <C>       <C>           <C>       <C> 
Real Estate Taxes         $0.57     $  551        $0.59     $  570        $0.58     $  565                                
Insurance                 $0.07     $   68        $0.07     $   69        $0.07     $   67         
Personnel                 $0.60     $  580        $0.61     $  587        $0.60     $  577         
Utilities                 $0.53     $  512        $0.59     $  575        $0.60     $  576                                         
Repairs & Maintenance     $0.41     $  396        $0.39     $  376        $0.41     $  392                                          
Contract Services         $0.19     $  184        $0.18     $  177        $0.15     $  149                                          
General Administrative    $0.05     $   48        $0.16     $  150        $0.21     $  199                                          
Management                $0.34     $  329        $0.34     $  326        $0.33     $  323
                          -----     ------        -----     ------        -----     ------
         TOTAL            $2.76     $2,669        $2.93     $2,831        $2.94     $2,848                                          

==============================================================================================
</TABLE>

<TABLE> 
<CAPTION> 
==================================================================================================

                                            COMPARABLE
                                         EXPENSE ANALYSIS

- --------------------------------------------------------------------------------------------------
COMPARABLE                        1               2              3           BRA PROJECTIONS
- --------------------------------------------------------------------------------------------------
<S>                            <C>             <C>            <C>            <C>      
Expense Year                      1997            1997           1997               1998
NRA                            167,500         140,564         58,018            116,036
No. Units                          168             120             60                120
Year Built                        1985            1983           1986               1986
     Average Unit Size (SF)        997            1l71            967                967

<CAPTION> 
- --------------------------------------------------------------------------------------------------
EXPENSE CATEGORY             PER SF   PER UNIT  PER SF  PER UNIT  PER SF PER UNIT  PER SF PER UNIT
- --------------------------------------------------------------------------------------------------
<S>                          <C>      <C>       <C>     <C>       <C>    <C>       <C>    <C> 
Real Estate Taxes            $  0.60  $  595    $ 0.65  $  759    $0.55  $  534    $0.59  $  575
Insurance                    $  0.06  $   61    $ 0.05      57    $0.07  $   70    $0.07  $   70
Personnel                    $  0.57  $  567    $ 0.64     753    $0.66  $  638    $0.67  $  644
Utilities                    $  0.39  $  387    $ 0.50     588    $0.60  $  577    $0.61  $  593
Repairs & Maintenance        $  0.43  $  431    $ 0.38     451    $0.42  $  407    $0.44  $  422
Contract Services            $  0.09  $   93    $ 0.19     222    $0.21  $  200    $0.22  $  211
General Administrative       $  0.21  $  212    $ 0.26     308    $0.23  $  222    $0.16  $  151
Management                   $  0.35  $  350    $ 0.36     407    $0.34  $  325    $0.35  $  343
                             -------  ------    ------  ------    -----  ------    -----  ------ 
         TOTAL EXPENSES      $  2.70  $2,696    $ 3.03  $3,545    $3.08  $2,973    $3.11  $3,010
==================================================================================================
</TABLE>
<PAGE>
 
                 Gross Rental Income                              $899,040   
                 Other Income ($0.14/SF)                            16,245   
                                                                   -------   
                                                                             
                 Total Potential Gross Income                     $915,285    


VACANCY AND COLLECTION
LOSS ESTIMATE            In a stable market, vacancy and collection loss for an
                         apartment complex will be in the 3 to 7 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. According
                         to our market analysis, the subject's Northwest area
                         had an annual physical vacancy of 7.6 percent in the
                         Third Quarter 1997 and the overall market was
                         reportedly at 8.7 percent. Quarterly vacancies tend to
                         fluctuate as a result of a seasonal decline in demand
                         during the summer months. The vacancy level for both
                         the overall market and the submarket have increased
                         significantly over the past year due to a number of new
                         projects, which have recently been completed. In
                         surveying the direct competition, the current physical
                         vacancies for the established projects ranged from 1 to
                         11 percent. Currently, the subject reportedly has a 6
                         percent physical vacancy and an economic vacancy of 16
                         percent. The primary difference between the physical
                         and economic vacancy is due to the below market
                         contract rents. Therefore, given this data we have
                         projected a 10 percent economic vacancy in Fiscal Year
                         1998. We estimate after the first year of the
                         projection period, some of the excess inventory will be
                         absorbed and the subject property should be capable of
                         maintaining a stabilized vacancy of 7 percent each year
                         thereafter.

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 the following estimate of project
                         expenses on comparable apartment projects located in
                         the subject area, as well as the actual historical
                         performance of the subject property. The facing table
                         summarizes the annualized 1997 expenses reported by
                         three "individually metered" comparable projects, as
                         well as the subject property's actual expenses from
                         1991 to 1996, and annualized 1997 expenses.

                         REAL ESTATE TAXES - The Pima County Assessor's Office
                         coordinates the real estate taxes for the Village at
                         the Foothills II and III. The property is subject to a
                         number of different taxing authorities and there are
                         two assessments. In 1997, the limited cash value
                         assessment was $410,550 and the full cash value
                         assessment was $410,550. The 1997 assessments have
                         reportedly increased to $424,556 in full cash value and
                         $422,064 in limited cash value including personal
                         property. According to the subject property operating
                         statement, the 1997 tax was $69,215 or $0.60 per

                                                                              35
<PAGE>
 
                         square foot. We have projected the real estate taxes
                         for the first year of our projection at $71,983 or
                         $0.62 per square foot. This was increased at 4 percent
                         per year thereafter.

                         INSURANCE - This category includes fire and extended
                         coverage. Insurance costs can vary from one property to
                         another depending upon the type and whether a blanket
                         policy is used. Often times a property owner will
                         insure multiple properties on one policy in an effort
                         to reduce the cost of insurance per project. Our
                         expense estimate is based upon typical costs for an
                         individually insured apartment project in the Tucson
                         area. The subject's actual insurance costs were $0.06
                         per square foot in 1993, $0.06 per square foot in 1994,
                         $0.07 per square foot in 1995, and $0.07 for 1996.
                         Annualized 1997 insurance expense was also $0.07 per
                         square foot. The comparables reflected this expense
                         between $0.05 and $0.07 per square foot. Based on this
                         data, we estimated insurance at $0.07 per square foot
                         in the first year or $8,477. This expense is expected
                         to increase 4 percent annually throughout our
                         projection period.

                         PERSONNEL - This category includes salaries for office
                         managers, leasing agents, maid services, payroll taxes,
                         and FICA. This category is not to be confused with the
                         category of Management. The expense comparables
                         reflected a personnel expense ranging from $0.57 to
                         $0.66 per square foot. Annualized figures for the
                         subject in 1997 indicate this expense at $0.60 per
                         square foot. The subject's actual figures for 1993,
                         1994, 1995, and 1996 were $0.53, $0.56, $0.60, and
                         $0.61 per square foot, respectively. Based on
                         historical figures at the subject property and
                         tempering them with the market data, we have estimated
                         this expense at $77,234 or $0.67 per square foot. This
                         expense is expected to increase 4 percent annually
                         throughout our projection period.

                         UTILITIES - This expense category includes electric,
                         gas, water, and sewer for the apartment's common area.
                         The subject's actual figures for 1993, 1994, 1995, and
                         1996 were $0.44, $0.47, $0.53, and $0.59 per square
                         foot, respectively. Annualized figures for 1997
                         indicate this expense at $0.60 per square foot. The
                         comparables indicated a range from $0.39 to $0.60 per
                         square foot. Based on this data, we have estimated this
                         expense at $0.61 per square foot, or $71,200. This
                         expense is expected to increase 4 percent annually
                         throughout our projection period.

                         REPAIR AND MAINTENANCE - These expenses are necessary
                         in order to keep the property in good repair including
                         plumbing, air-conditioners, electrical, draperies,
                         carpets, janitorial supplies, and decorative costs. The
                         expense comparables indicated a range from $0.38 to
                         $0.43 per square foot. Annualized figures for 1997
                         indicate this expense at $0.41 per square foot, while
                         actual figures for 1993, 1994, 1995, and 1996 were
                         $0.34, $0.39, $0.41, and $0.39 per square foot,
                         respectively. Due to the age, overall condition, and
                         the ongoing maintenance at the subject property, an
                         estimate of $0.42 per square foot or $48,735 has been
                         projected for the subject. This expense is expected to
                         increase 4 percent annually throughout our projection
                         period.

                                                                              36
<PAGE>
 
                         CONTRACT SERVICES - This expense category includes
                         landscaping, security, etc. The comparables indicated a
                         range from $0.09 to $0.21 per square foot,
                         respectively. The subject's actual figures for 1993,
                         1994, 1995, and 1996 were $0.12, $0.13, $0.19, and
                         $0.18 per square foot, respectively. Annualized figures
                         for 1997 indicate this expense at $0.15 per square
                         foot. We have estimated this expense for the subject at
                         $0.19 per square foot or $22,047 and this expense is
                         expected to increase 4 percent annually throughout our
                         projection period.

                         GENERAL ADMINISTRATIVE - This expense category includes
                         professional, legal, and accounting costs,
                         administration costs, promotional expenses, etc. The
                         expense comparables indicate a range of $0.21 to $0.26
                         per square foot. Actual figures for the subject in
                         1993, 1994, 1995, and 1996 were $0.04, $0.05, $0.05,
                         and $0.16 per square foot, respectively. Annualized
                         figures for 1997 indicate this expense at $0.21 per
                         square foot. We have estimated this expense for the
                         subject at $0.16 per square foot or $18,102. This
                         expense is expected to increase 4 percent annually
                         throughout our projection period.

                         MANAGEMENT - This includes the fee to outside
                         management or ownership for managing the property. This
                         expense is typically a percentage of the effective
                         gross income of the property. The industry standard for
                         an apartment complex of this size and quality is
                         between 3 and 5 percent of effective gross income. The
                         management fee for the subject is reportedly 5 percent
                         of effective gross income. The comparables reflected
                         this expense between $0.34 and $0.36 per square foot.
                         The subject's expense in 1993, 1994, 1995, and 1996
                         appear reasonable at $0.30, $0.32, $0.34, and $0.34 per
                         square foot, respectively. Annualized figures for 1997
                         indicate this expense at $0.33 per square foot. Based
                         on this data we have projected the management fee at 5
                         percent of effective gross income in each year of our
                         analysis which was cross-checked on a per square foot
                         basis.

EXPENSE SUMMARY          The subject's total expenses were $2.38 per square foot
                         in 1993, $2.52 per square foot in 1994, $2.76 per
                         square foot in 1995 and $2.93 per square foot in 1996.
                         Annualized figures for 1997 indicate this expense at
                         $2.94 per square foot. The comparables ranged from
                         $2.70 to $3.08 per square foot and from $2,696 to
                         $3,545 per unit. Considering the size and quality of
                         the subject, the overall expenses appear reasonable.
                         Our estimate of the total expenses for Fiscal Year 1998
                         is $3.09 per square foot or $2,991 per unit.

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 1986 and appears to have had ongoing
                         maintenance since its construction. It is our opinion
                         that a reserve allowance of $300 per unit or about
                         $0.31 per square foot is adequate to provide for the
                         continued maintenance of the project. This was included
                         in our expenses prior to concluding the net operating
                         income.

                                                                              37
<PAGE>
 
DEFERRED MAINTENANCE     The subject improvements are in good condition and
                         exhibited only minor deferred maintenance at the time
                         of our inspection. This has been estimated at $105,000.
                         This includes appliance repair and replacement, carpet
                         replacement, window covering replacement, interior and
                         exterior repairs, roof repairs, air-conditioning and
                         equipment repair, pool repair, water heater
                         replacement, landscaping, painting, and paving.

DISCOUNTED CASH FLOW
ANALYSIS DISCUSSION      The most realistic method for estimating value via the
                         Income Approach 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.

                         According to the Third Quarter 1997 real estate
                         investor survey compiled by Peter F. Korpacz &
                         Associates, Inc. the apartment market is being flooded
                         with capital, primarily from REIT's, rendering it
                         almost impossible for large institutional investors to
                         land deals. In addition, brokers have fewer properties
                         to market either because long-term holders are buying
                         product before it is ever offered on the market place
                         or because owners are not willing to sell. The main
                         factor is investors are watching to determine if
                         investment locations are the pace of job growth. The
                         slower pace of job growth in many markets, coupled with
                         continued increases in multi-family and single family
                         permits as well as attractive interest rates could
                         combine to negatively effect the apartment market. As
                         such, some investors are increasing overall vacancy
                         allowance in their acquisition analyses and backing off
                         on revenue growth assumptions. However, apartment
                         investment continues to be attractive for pension funds
                         and REIT's and we anticipate investors will continue to
                         find the apartment market a desirable investment.

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, 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.

                                                                              38
<PAGE>
 
                         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. Corporate "Baa" bonds are typically viewed as
                         an alternative investment. Real estate is considered
                         riskier due to illiquidity, competition, burden of
                         management, and market conditions; therefore,
                         approximately 150 basis points or more could be added
                         to this percentage rate in a normal market. Based on
                         the previous data and considering the amount of new
                         construction in the market and the lease-up time
                         required to regain stabilization, we believe a 12.50
                         percent discount rate is reasonable based on an all
                         cash sale and alternative investments. While this is
                         134 basis points higher than the indicated average by
                         the previously mentioned survey, we believe it reflects
                         the added risk in the Tucson market. 

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 of apartment
                         properties indicated a terminal capitalization rate
                         range from 8.0 to 10.25 percent with an average of 9.29
                         percent. This range appears reasonable after analyzing
                         recent sales in the area, which follow.

<TABLE> 
<CAPTION>                               
                                 SALE    IDENTIFICATION       SALE DATE    CAPITALIZATION RATE 
                              -----------------------------------------------------------------           
                              <S>        <C>                  <C>          <C>   
                                    4    Sandstone              06/97             10%         
                                    5    Hilands I              06/97             11%         
                                    6    Windsail               03/97             10%         
                                    8    Sundown Village        12/96          10.09%         
                                    9    Rio Cancion            12/96           9.42%         
                                   10    Sonoran Terrace        08/96           9.39%          
</TABLE>

                         Based upon the aforementioned factors and the quality
                         of the subject, it is our opinion that a 9.5 percent
                         "going-in" capitalization rate was appropriate in this
                         market. Typically, the terminal capitalization rate
                         would be higher than the "going-in" capitalization rate
                         due to the greater risk and older age of the property
                         at the end of the projection period. Therefore, we
                         believe a terminal capitalization rate of 10.5 percent
                         is appropriate for the subject property. The resulting
                         value indicates a first year capitalization rate of
                         9.14 percent, which results from the lower than
                         stabilized occupancy expectation.

CASH FLOW ASSUMPTIONS    .    Rents were based on an average current rental rate
                              of approximately $0.65 per square foot. During the
                              projection period rents were increased at a rate
                              of 0 percent in Year 1 and 4 percent per year
                              thereafter. As previously discussed in the
                              "Apartment Market Analysis" section of this
                              report, the subject area's average rental rates
                              have increased at a healthy pace in the early
                              1990's; however, with the significant amount of
                              new construction the growth has slowed.

                                                                              39
<PAGE>
 
<TABLE> 
<CAPTION> 
=================================================================================================================================
                                                                 VILLAGE AT THE FOOTHILLS II APARTMENTS
Fiscal Year Ending 12/31                       1998       1999          2000        2001        2002         2003         2004
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>     <C>      <C>        <C>          <C>        <C>         <C>         <C>          <C>      
 Income:                                                                                                    
 Apt. Rents                                   899,040    935,002      972,402   1,011,298   1,051,750     1,093,820   1,137,572
 Rent/SF/Mo.                                    0.646      0.671        0.698       0.726       0.755         0.786       0.817
 Other Income/Yr.                              16,245     16,895       17,571      18,273      19,004        19,765      20,555
                                             --------   --------     --------   ---------   ---------    ----------  ----------     
 Gross Income                                 915,285    951,896      989,972   1,029,571   1,070,754     1,113,584   1,158,128   

 % Vacancy                                      10.00%      7.00%        7.00%       7.00%       7.00%         7.00%       7.00%    
 Vacancy Allowance                             91,529     66,633       69,298      72,070      74,953        77,951      81,069     
                                             --------   --------     --------   ---------   ---------    ----------  ----------     
 Effective Gross Income                       823,757    885,264      920,674     957,501     995,801     1,035,633   1,077,059 

                            ------------                          
 Expenses:                   UNIT   /SF 
                            ------------ 
 Real Estate Taxes            600   0.62       71,983     74,862       77,857      80,971      84,210        87,578      91,081 
                            ------------                                                                     
 Insurance                     70   0.07        8,447      8,785        9,137       9,502       9,882        10,278      10,689
                            ------------                                                                                       
 Personnel                    644   0.67       77,234     80,323       83,536      86,877      90,352        93,966      97,725
                            ------------                                                                   
 Utilities                    593   0.61       71,200     74,048       77,010      80,090      83,294        86,625      90,090  
                            ------------                                                                  
 Repairs and Maintenance      406   0.42       48,735     50,685       52,712      54,820      57,013        59,294      61,665  
                            ------------                                                                  
 Contract Services            184   0.19       22,047     22,929       23,846      24,800      25,792        26,823      27,896  
                            ------------                                                                  
 General Administrative       151   0.16       18,102     18,826       19,579      20,362      21,176        22,023      22,904  
                            ------------                                                                  
 Management Fee              5.00%  0.35       41,188     44,263       46,034      47,875      49,790        51,782      53,853  
                            ------------                                                                  
 Reserves for Replacement     300   0.31       36,000     37,440       38,938      40,495      42,115        43,800      45,551  
                            ------------ 
                                             --------   --------     --------   ---------   ---------    ----------  ---------- 
 Total Expenses                               394,935    412,160      428,647     445,793     463,624       482,169     501,456  
 Per SF                                          3.40       3.55         3.69        3.84        4.00          4.16        4.32  
                                             --------   --------     --------   ---------   ---------    ----------  ----------     
 Net Operating Income                         428,821    473,103      492,028     511,709     532,177       553,464     575,603  
 Per SF                                          3.70       4.08         4.24        4.41        4.59          4.77        4.96  
                                                                                                                                
 Capital Items:                               105,000          0            0           0           0             0           0  
                                             --------   --------     --------   ---------   ---------    ----------  ----------     
 Cash Flow                                    323,821    473,103      492,028     511,709     532,177       553,464     575,603 
                                             --------   --------     --------   ---------   ---------    ----------  ----------     
 Present Value Factor              12.50%    0.888889   0.790123     0.702332    0.624295    0.554929      0.493270    0.438462 
                                                                                                           
 Present Value of Cash Flow                   287,841    373,810      345,567     319,457     295,320       273,007     252,380  
                            
 NOI in 10th Year                             673,374              Present Value of Income Stream                     2,795,765
 Ro at Reversion                                10.50%             Present Value of Reversion                         1,895,889
                                            ---------                        
                                                                 ---------------------------------------------------------------
 Indicated Reversion                        6,413,082              Indicated Value of Subject                        $4,691,654
 Less: Sales Costs                  4.00%     256,523              Indicated Value/SF                                     40.43
                                            ---------
 Reversion in 10th Yr                       6,156,559              Indicated Value/Unit                                  39,097
                                                                   GIM at Indicated Value (rent income only)               5.22 
                                                                   Ro at Indicated Value                                   9.14%
================================================================================================================================

<CAPTION> 
===================================================================================                      
                                     2005        2006        2007        2008                            
- -----------------------------------------------------------------------------------                      
<S>                                   <C>         <C>         <C>         <C>                                
 Income: 
 Apt. Rents                           1,183,075   1,230,398   1,279,614   1,330,799 
 Rent/SF/Mo.                              0.850       0.884       0.919       0.956  
 Other Income/Yr.                        21,377      22,232      23,122      24,047 
                                      ---------   ---------   ---------   ---------        
 Gross Income                         1,204,453   1,252,631   1,302,736   1,354,845       

 % Vacancy                                 7.00%       7.00%       7.00%       7.00%      
 Vacancy Allowance                       84,312      87,684      91,192      94,839       
                                      ---------   ---------   ---------   ---------
 Effective Gross Income               1,120,141   1,164,947   1,211,544   1,260,006                               
                                                                                       
 Expenses:                                                                            
 Real Estate Taxes                       94,725      98,514     102,454     106,552                        
                                                                                                           
 Insurance                               11,116      11,561      12,023      12,504                        
                                                                                                           
 Personnel                              101,634     105,699     109,927     114,325                        
                                                                                                                              
 Utilities                               93,694      97,442     101,339     105,393                        
                                                                                                           
 Repairs and Maintenance                 64,132      66,697      69,365      72,140                        
                                                                                                           
 Contract Services                       29,012      30,173      31,380      32,635                        
                                                                                                           
 General Administrative                  23,820      24,773      25,764      26,795                        
                                                                                                           
 Management Fee                          56,007      58,247      60,577      63,000                        
                                                                                                           
 Reserves for Replacement                47,374      49,268      51,239      53,289                        
                                       --------    --------    --------    --------                        
 Total Expenses                         521,514     542,375     564,070     586,633                        
 Per SF                                    4.49        4.67        4.86        5.06                        
                                       --------    --------    --------    --------                        
 Net Operating Income                   598,627     622,572     647,475     673,374                        
 Per SF                                    5.16        5.37        5.58        5.80                        
                                                                                                           
 Capital Items:                               0           0           0           0                        
                                       --------    --------    --------    --------                        
 Cash Flow                              598,627     622,572     647,475     673,374                        
                                       --------    --------    --------    --------                        
 Present Value Factor                  0.389744    0.346439    0.307946    0.000000                        
                                                                                                           
 Present Value of Cash Flow             233,311     215,683     199,387           0                         

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

<TABLE> 
<CAPTION> 
    CALENDAR YEAR                 ANNUAL                12.50%        PV OF
    ENDING 12/31                CASH FLOW             NPV FACTOR    CASH FLOW
    ------------                ---------            -----------    ---------
    <S>                         <C>                  <C>           <C> 
       1998                     $323,821             0.888888889   $  287,841
       1999                      473,103             0.790123457      373,810
       2000                      492,028             0.702331962      345,567
       2001                      511,709             0.624295077      319,457
       2002                      532,177             0.554928957      295,320
       2003                      553,464             0.493270184      273,007
       2004                      575,603             0.438462386      252,380
       2005                      598,627             0.389744343      233,311
       2006                      622,572             0.346439416      215,683
       2007                      647,475             0.307946148      199,387
                                                                   ----------

TOTAL NPV OF CASH FLOWS                                            $2,795,765
                                                                    
Projected NOI - 11th Year                                          $  673,374
Terminal Capitalization Rate                                            10.50% 
                                                                   ----------
Estimated Value of Property at End of 10th Year                    $6,413,082
Less Sales Cost @                                           4.00%    (256,523)
                                                                   ----------
Value of Reversion at End of 10th Year                             $6,156,559
Discount Factor - 10th Year                                12.50%    0.307946
                                                                   ----------
Present Value of the Reversion                                     $1,895,889
Sum of Present Values of Cash Flow                                  2,795,765
                                                                   ----------
MARKET VALUE AS OF DECEMBER 31, 1997                               $4,691,654

                                   (ROUNDED)                       $4,700,000
                                                                   ===========
===============================================================================
</TABLE>
<PAGE>
 
                         .    The subject's current physical vacancy is 6
                              percent and the economic vacancy rate is about 16
                              percent. The primary reason for the discrepancy
                              between the physical and economic rent is the
                              difference between market and contract rents as
                              well as discounts given for concessions. Due to
                              the large supply of excess inventory in the
                              current market, we estimate 10 percent vacancy for
                              the first year of the cash flow. It is our opinion
                              that the subject should be capable of obtaining a
                              7 percent vacancy rate for the for the remainder
                              of the holding.

                         .    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 11-year projection
                              period. Management expenses are based on a
                              percentage of effective gross income and increase
                              with occupancy and rental increases.

                         .    A discount rate of 12.50 percent was utilized.

                         .    A terminal capitalization rate of 10.5 percent was
                              believed reasonable.

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

                         A cash flow analysis for the subject may be found on
                         the following pages. The estimated leased fee market
                         value for the subject on an "as is" basis via
                         discounted cash flow method is

                                 FOUR MILLION SEVEN HUNDRED THOUSAND DOLLARS
                                                 ($4,700,000)
                                                                              
                                                                              40
<PAGE>
 
<TABLE> 
<CAPTION> 
================================================================================
                    VILLAGE AT THE FOOTHILLS II APARTMENTS
Fiscal Year Ending 12/84 ==>                               1998
                                                           ---- 
- --------------------------------------------------------------------------------
<S>                           <C>                <C>     <C>
Income:
Apt. Rents                                               $  899,040           
Rent/SF/Mo.                                                   0.646
Other Income/Yr.                                             16,245
                                                         ----------
Gross Income                                             $  915,285
                                                           
% Vacancy                                                      7.00%
Vacancy Allowance                                            64,070
                                                         ----------
Effective Gross Income                                   $  851,215

                              -----------------------
Expenses:                       $/Unit           $/SF       
                              -----------------------
Real Estate Taxes               600              0.62    $   71,983   
                              ----------------------- 
Insurance                        70              0.07         8,447   
                              ----------------------- 
Personnel                       644              0.67        77,234  
                              ----------------------- 
Utilities                       593              0.61        71,200  
                              ----------------------- 
Repairs and Maintenance         406              0.42        48,735  
                              ----------------------- 
Contract Services               184              0.19        22,047  
                              ----------------------- 
General Administrative          151              0.16        18,102  
                              -----------------------
Management Fee                 5.00%             0.35        42,561  
                              ----------------------- 
Reserves for Replacement        300              0.31        36,000  
                              -----------------------    ----------  
Total Expenses                                           $  396,308 
Per SF                                                         3.42   
                                                         ----------     
Net Operating Income                                     $  454,907 
Per SF                                                         3.92   

Capitalization Rate                                            9.50%   
                                                         ----------  
Fee Simple Stabilized Market Value                       $4,788,496
Less:     Rent Loss Due to Lease-up                      $   34,324  
          Deferred Maintenance                             $105,000 
                                                         ----------  
Leased Fee "As Is" Market Value                          $4,649,171
Leased Fee "As Is" Market Value (Rounded)                $4,650,000 
- -------------------------------------------------------------------------------
</TABLE> 

<TABLE> 
<CAPTION>  
        RENT LOSS DUE TO LEASE-UP/CONTRACT RENT                    
        ---------------------------------------                  

                                                      Year 1       
                                                     ---------       
        <S>                                          <C> 
        Stabilized NOI                               $ 454,907     
        Projected NOI                                  418,180     
                                                     ---------     
        Rent Loss                                    $  36,727     
        PV Factor @    7.00%                          0.934579     
                                                     ---------
        PV Income Loss                               $  34,324     
                                              
                                         
        CUMULATIVE LOSS                              $  34,324          
================================================================================
</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 9.39 to 11.00
                           percent.

                           A "going-in" capitalization rate of 9.5 percent was
                           deemed appropriate due to the quality of the subject,
                           its location, and the current market conditions. The
                           net income is capitalized into a value of $4,764,687
                           with deductions for rent loss due to lease-up and
                           deferred maintenance made subsequently to reflect a
                           value of $4,630,000 or $4,600,000 rounded.

INCOME APPROACH
CONCLUSION                 DCF Method .............................. $4,700,000
                           Direct Capitalization Method ............ $4,600,000

                           The two methods of comparison are supportive of each
                           other and we gave equal reliance to each. We are of
                           the opinion that the "as is" market value of the
                           subject property, as of December 31, 1997 is
                           $4,700,000

                                                                              41

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

                              Sales Comparison Approach      $4,600,000
                              Income Approach                $4,700,000

                           The Sales Comparison Approach utilized relatively
                           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 market activity
                           based on the willing buyer/willing seller concept. We
                           placed supportive weight on this approach to the
                           Income Approach.

                           The Income Approach attempts to measure investment
                           qualities of the property. Based on actual rental
                           rates 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 was considered
                           adequate. Because the Income Approach deals directly
                           with income streams, we feel it is a very good
                           indication of current market conditions. It tends to
                           reflect a value, which an investor of a property
                           would anticipate. We have placed emphasis on the
                           Income Approach.

                           Therefore, it is our opinion that the "as is" leased
                           fee market value of the subject property, on an all
                           cash basis, as of December 31, 1997 is

                              FOUR MLLION SEVEN HUNDRED THOUSAND DOLLARS
                                         ($4,700,000)

                                                                              42

<PAGE>
 
                                PINNACLE CANYON
- -------------------------------------------------------------------------------

                            [PICTURE APPEARS HERE]


<PAGE>
 
                           COMPARABLE APARTMENT SALE  1

PROPERTY IDENTIFICATION
Job Number                 97-073/97-078
Project Name               Pinnacle Canyon
Address                    7050 E. Sunrise Drive
City/ State                Tucson, Arizona
 
TRANSACTION DATA
Sale Date                  11/97
Grantor (Seller)           Pinnacle Canyon Joint Venture
Grantee (Buyer)            BRE Property Investors, Inc.
Recorded Document          10677-1104
Sale Price                 $11,727,000
Occupancy                  98%
Sale Price per Unit        $52,120
Sale Price per SF          $51.23
Capitalization Rate        NA
 
TERMS OF SALE              Cash
 
PROPERTY DESCRIPTION
Year Built                 1995
Last Year Renovated        NA
Number of Stories          2
Number of Buildings        20
Number of Units            225
Number of Bedrooms         428
Net Rentable Area          228,931
Average Unit Size          1,017 SF
Land Area                  15.290 Acres
Unit Density               14.71 Units per Acre
Property Condition         Excellent
Parking (type)             Open, carport and detached garage (500 spaces)
Construction Type          Wood frame, stucco exterior, concrete foundation,
                           tile roof
Unit Amenities             Washer/dryer, built-in television, roman tub,
                           microwave
Project Amenities          Swimming pool, spa, clubhouse, exercise room,
                           computer center

Confirmed With             Real Data, Inc., Newspaper article (11/30/97), and
                           Bruce Greenberg, MAI
Date Confirmed             December 1997 by Stevan N. Bach, Bach Realty
                           Advisors, Inc.

Comments                   Detailed income and expense information was not
                           available. The NOI/SF, expenses, and capitalization
                           could not be derived, however, the EGIM is estimated
                           at 5.69.

<PAGE>
 
                                PINNACLE HEIGHTS
- --------------------------------------------------------------------------------

                            [PICTURE APPEARS HERE]


<PAGE>
 
                    COMPARABLE APARTMENT SALE  2
 
PROPERTY IDENTIFICATION
Job Number                 97-073/97-078                                        
Project Name               Pinnacle Heights                                     
Address                    7990 East Snyder                                     
City/State                 Tucson, Arizona                                      
                                                                                
TRANSACTION DATA                                                                
Sale Date                  11/97                                                
Grantor (Seller)           Pinnacle Heights Associates                          
Grantee (Buyer)            BRE Property Investors, LLC                          
Recorded Document          10677-1112                                           
Sale Price                 $16,364,000                                          
Occupancy                  97%                                                  
Sale Price per Unit        $52,787                                              
Sale Price per SF          $48.22                                               
Capitalization Rate        NA                                                   
                                                                                
TERMS OF SALE              Cash                                                 
                                                                                
PROPERTY DESCRIPTION                                                            
Year Built                 1995                                                 
Last Year Renovated        NA                                                   
Number of Stories          2                                                    
Number of Buildings        25                                                   
Number of Units            310                                                  
Number of Bedrooms         562                                                  
Net Rentable Area          339,364                                              
Average Unit Size          1,095 SF                                             
Land Area                  30 Acres                                             
Unit Density               10.33 Units per Acre                                 
Property Condition         Excellent                                            
Parking (type)             Open, carport, and detached garage (590              
                           spaces)                                              
Construction Type          Wood frame, stucco exterior, Spanish tile            
                           roof                                                 
Unit Amenities             Washer/dryer, microwave, ceiling fans                
Project Amenities          Swimming pool, two spas, exercise room,              
                           computer center, and clubhouse                       

Confirmed With             Real Data, Inc., Newspaper article                   
                           (11/30/97), and Bruce Greenberg, MAI                 
Date Confirmed             December 1997 by Stevan N. Bach, Bach                
                           Realty Advisors, Inc.                                
                                                                                
Comments                   Detailed income and expense information was          
                           not available, however, a 5.60 EGIM has              
                           been estimated.                       
 
<PAGE>
 
                                   FOOTHILLS
- --------------------------------------------------------------------------------

                            [PICTURE APPEARS HERE]

<PAGE>
 
                    COMPARABLE APARTMENT SALE  3
 
PROPERTY IDENTIFICATION
Job Number              97-073/97-078                                           
Project Name            Foothills                                               
Address                 5441 N. Swan Road                                       
City/State              Tucson, Arizona                                         
                                                                                
TRANSACTION DATA                                                                
Sale Date               11/97                                                   
Grantor (Seller)        Foothills APB, LP                                       
Grantee (Buyer)         AIMCO/Foothill LP                                       
Recorded Document       10677-2151                                              
Sale Price              $7,600,000                                              
Occupancy               97%                                                     
Sale Price per Unit     $28,148                                                 
Sale Price per SF       $45.26                                                  
Capitalization Rate     NA                                                      
                                                                                
TERMS OF SALE           Cash                                                    
                                                                                
PROPERTY DESCRIPTION                                                            
Year Built              1984                                                    
Last Year Renovated     NA                                                      
Number of Stories       2                                                       
Number of Buildings     11                                                      
Number of Units         270                                                     
Number of Bedrooms      300                                                     
Net Rentable Area       167,910                                                 
Average Unit Size       622 SF                                                  
Land Area               7.5 Acres                                               
Unit Density            36 Units per Acre                                       
Property Condition      Good                                                    
Parking (type)          Open and covered (380 spaces)                           
Construction Type       Wood frame, stucco exterior, and tile roof
Unit Amenities          Patio/balcony, storage                  
Project Amenities       Swimming pool, clubhouse, weight room, racquetball,
                        tennis courts, laundry facility

Confirmed With          Real Data, Inc., Newspaper article (11/30/97), and Bruce
                        Greenberg, MAI
Date Confirmed          December 1997 by Stevan N. Bach, Bach Realty Advisors,
                        Inc.

Comments                No economic information was available, a 5.38 EGIM was
                        estimated from knowledge of sales price, rents, and
                        occupancy.
<PAGE>
 
                                   SANDSTONE
- ------------------------------------------------------------------------------

                            [PICTURE APPEARS HERE]
<PAGE>
 
                    COMPARABLE APARTMENT SALE   4
 
PROPERTY IDENTIFICATION
Job Number               97-073/97-078                        
Project Name             Sandstone Apartments                           
Address                  405 E. Prince Road                             
City/State               Tucson, Arizona                                
                                                                        
TRANSACTION DATA                                                        
Sale Date                06/97                        
Grantor (Seller)         Tucson Park Ridge, Ltd.                        
Grantee (Buyer)          Feigal Sandstone LP                            
Recorded Document        10569-1839                        
Sale Price               $8,849,000                        
Occupancy                100%                        
Sale Price per Unit      $26,815                        
Sale Price per SF        $48.84                        
Capitalization Rate      10.0%                        
                                                                        
TERMS OF SALE            Cash                                           
                                                                        
PROPERTY DESCRIPTION                                                    
Year Built               1986                        
Last Year Renovated      NA                                             
Number of Stories        3                        
Number of Buildings      NA                                             
Number of Units          330                        
Number of Bedrooms       363                        
Net Rentable Area        181,167                        
Average Unit Size        549 SF                                          
Land Area                8.42 Acres
Unit Density             39.19 Units per Acre
Property Condition       Good
Parking (type)           Covered and open
Construction Type        Wood frame, stucco exterior, Spanish tile roof
Unit Amenities           Washer/dryer available, covered parking, balconies
Project Amenities        Swimming pool, spa, tennis courts, volleyball, laundry
                         room, clubhouse, exercise room
Confirmed With           Real Data, Inc. and Bruce Greenberg, MAI
Date Confirmed           December 1997 by Stevan N. Bach, Bach Realty Advisors,
                         Inc.
<PAGE>
 
                                   HILANDS I
- ------------------------------------------------------------------------------

                            [PICTURE APPEARS HERE]
<PAGE>
 
                    COMPARABLE APARTMENT SALE    5
 
PROPERTY IDENTIFICATION
Job Number                          97-073/97-078         
Project Name                        Highlands I                     
Address                             5755 E. River Road              
City/State                          Tucson, Arizona                     
 
TRANSACTION DATA
Sale Date                           06/97
Grantor (Seller)                    Doubletree Finance, Inc.
Grantee (Buyer)                     Northland Hilands Portfolio, LP
Recorded Document                   10565/255
Sale Price                          $12,500,000
Occupancy                           95%
Sale Price per Unit                 $29,343
Sale Price per SF                   $53.34
Capitalization Rate                 11%
 
TERMS OF SALE                       Cash
 
PROPERTY DESCRIPTION
Year Built                          1985
Last Year Renovated                 NA
Number of Stories                   3
Number of Buildings                 NA
Number of Units                     426
Number of Bedrooms                  468
Net Rentable Area                   234,324
Average Unit Size                   550 SF
Land Area                           14.71 Acres
Unit Density                        28.95 Units per Acre
Property Condition                  Good
Parking (type)                      Open and carport (527 spaces)
Construction Type                   Wood frame, stucco exterior, concrete
                                    foundation, tile roof
Unit Amenities                      Washer/dryer, patio or balcony w/storage,
                                    covered parking
Project Amenities                   2 Swimming pools, spa, lounge, exercise
                                    room, racquetball court, tennis courts,
                                    laundry room
Confirmed With                      Real Data, Inc. and Bruce Greenberg, MAI
Date Confirmed                      December 1997 by Stevan N. Bach, Bach Realty
                                    Advisors, Inc.

Comments                            Limited economic data available.
<PAGE>
 
                                    WINDSAIL
- --------------------------------------------------------------------------------

                            [PICTURE APPEARS HERE]
<PAGE>
 
                    COMPARABLE APARTMENT SALE    6
 
PROPERTY IDENTIFICATION
Job Number                          97-073/97-078
Project Name                        Windsail                               
Address                             7300 North Mona Lisa Road              
City/State                          Tucson, Arizona                         
 
TRANSACTION DATA
Sale Date                           03/97
Grantor (Seller)                    PTR Holdings
Grantee (Buyer)                     Windsail Properties LLC
Recorded Document                   10513/2196
Sale Price                          $10,037,000
Occupancy                           94%
Sale Price per Unit                 $33,457
Sale Price per SF                   $41.14
Capitalization Rate                 10%
 
TERMS OF SALE                       Cash
 
PROPERTY DESCRIPTION
Year Built                          1985
Last Year Renovated                 NA
Number of Stories                   2
Number of Buildings                 21
Number of Units                     300
Number of Bedrooms                  548
Net Rentable Area                   243,952
Average Unit Size                   813 SF
Land Area                           11.65 Acres
Unit Density                        25.8 Units per Acre
Property Condition                  Good
Parking (type)                      Open (150) and Covered (300)
Construction Type                   Wood frame, stucco exterior, Spanish tile 
                                    roof
Unit Amenities                      Washer/dryer connection, fireplace,
                                    microwave, balcony/patio
Project Amenities                   Swimming pool, spa, sauna, exercise room,
                                    tennis courts, playground
Confirmed With                      Real Data, Inc. and Bruce Greenberg, MAI
Date Confirmed                      December 1997 by Stevan N. Bach, Bach Realty
                                    Advisors, Inc.

Comments                            Limited economic data reveals estimated EGIM
                                    of 5.74
<PAGE>
 
                                 COBBLE CREEK
- --------------------------------------------------------------------------------

                            [PICTURE APPEARS HERE]
<PAGE>
 
                    COMPARABLE APARTMENT SALE    7
 
PROPERTY IDENTIFICATION
Job Number                          97-073/97-078
Project Name                        Cobble Creek                       
Address                             7700 E. Speedway Blvd.             
City/State                          Tucson, Arizona                     
 
TRANSACTION DATA
Sale Date                           11/97
Grantor (Seller)                    Security Capital Pacific Trust
Grantee (Buyer)                     Cobble Creek Associates, LLC
Recorded Document                   11463/642
Sale Price                          $9,250,000
Occupancy                           91%
Sale Price per Unit                 $30,731
Sale Price per SF                   $42.55
Capitalization Rate                 NA
 
TERMS OF SALE                       Cash
 
PROPERTY DESCRIPTION
Year Built                          1980
Last Year Renovated                 NA
Number of Stories                   3
Number of Buildings                 13
Number of Units                     301
Number of Bedrooms                  367
Net Rentable Area                   217,382
Average Unit Size                   722 SF
Land Area                           9.877 Acres
Unit Density                        30.47 Units per Acre
Property Condition                  Fair
Parking (type)                      Open and carport (386 spaces)
Construction Type                   Concrete block with stucco exterior, flat
                                    built-up roof
Unit Amenities                      Fireplace, balcony/patio
Project Amenities                   Swimming pool, clubhouse, spa, tennis court,
                                    racquetball court, basketball court
Confirmed With                      Comps and Real Data, Inc., and Bruce
                                    Greenberg, MAI
Date Confirmed                      December 1997 by Stevan N. Bach, Bach Realty
                                    Advisors, Inc.

Comments                            Economic information was confidential,
                                    however, from knowledge of sales price,
                                    rental rates, and occupancy, an EGIM of 6.35
                                    was calculated.
<PAGE>
 
                                SUNDOWN VILLAGE
- --------------------------------------------------------------------------------

                            [PICTURE APPEARS HERE]
<PAGE>
 
                         COMPARABLE APARTMENT SALE   8
 
PROPERTY IDENTIFICATION
Job Number                          97-073/97-078
Project Name                        Sundown Village
Address                             8215 North Oracle Road
City/State                          Tucson, Arizona
 
TRANSACTION DATA
Sale Date                           12/96
Grantor (Seller)                    Security Capital Pacific Trust
Grantee (Buyer)                     Sundown Associates, LLC
Recorded Document                   10438/1085
Sale Price                          $11,350,000
Occupancy                           90%
Sale Price per Unit                 $34,394
Sale Price per SF                   $40.57
Capitalization Rate                 10.09%
 
TERMS OF SALE                       Cash
 
INCOME/EXPENSE DATA
Potential Gross Income              $2,187,240
Vacancy/Collection Loss 10%         $(218,724)
Other Income                        $83,970
Effective Gross Income              $2,052,486
Operating Expenses                  $(941,265)
Net Operating Income                $1,111,221
 
PROPERTY DESCRIPTION
Year Built                          1984
Last Year Renovated                 NA
Number of Stories                   1, 2 & 3
Number of Buildings                 37
Number of Units                     330
Number of Bedrooms                  486
Net Rentable Area                   279,758
Average Unit Size                   848 SF
Land Area                           14.99 Acres
Unit Density                        22 Units per Acre
Property Condition                  Good
Parking (type)                      Open (82) Covered (250) and Detached Garage
                                    (17)
Construction Type                   Wood frame with stucco exterior, tile roof
Unit Amenities                      Fireplace, microwave, washer/dryer hook-up
Project Amenities                   Swimming pool, spa, sauna, clubhouse
Confirmed With                      Bruce Greenberg, MAI
Date Confirmed                      December 1997 by Stevan N. Bach, Bach Realty
                                    Advisors, Inc.
<PAGE>
 
                                  RIO CANCION
- -------------------------------------------------------------------------------

                             [PHOTO APPEARS HERE]
<PAGE>
 
                    COMPARABLE APARTMENT SALE    9
 
PROPERTY IDENTIFICATION
Job Number                          97-073/97-078
Project Name                        Rio Cancion
Address                             2400 East River Road
City/State                          Tucson, Arizona
 
TRANSACTION DATA
Sale Date                           12/96
Grantor (Seller)                    Security Capital Pacific Trust
Grantee (Buyer)                     Rio Cancion Associates, LC
Recorded Document                   10438/1044
Sale Price                          $17,400,000
Occupancy                           90%
Sale Price per Unit                 $45,910
Sale Price per SF                   $50.67
Capitalization Rate                 NA
 
TERMS OF SALE                       Cash to seller
 
INCOME/EXPENSE DATA                 
Potential Gross Income              $2,956,200
Vacancy/Collection Loss  10%        $(295,620)
Other Income                        $97,200
Effective Gross Income              $2,757,780
Operating Expenses                  $1,118,846)
Net Operating Income                $1,638,934
 
PROPERTY DESCRIPTION
Year Built                          1983
Last Year Renovated                 NA
Number of Stories                   1 & 2
Number of Buildings                 35
Number of Units                     379
Number of Bedrooms                  613
Net Rentable Area                   343,370
Average Unit Size                   906 SF
Land Area                           16.323 Acres
Unit Density                        23.21 Units per Acre
Property Condition                  Good
Parking (type)                      Open and carport (878 spaces)
Construction Type                   Wood frame with stucco exterior, concrete
                                    foundation, Spanish tile roof
Unit Amenities                      Fireplace, vaulted ceilings, microwave,
                                    balcony/patio, w/d hookup
Project Amenities                   3 swimming pools, spa, fitness room,
                                    basketball court, tennis court, carports,
                                    clubhouse
Confirmed With                      Real Data, Inc and Bruce Greenberg, MAI
Date Confirmed                      December 1997 by Stevan N. Bach, Bach Realty
                                    Advisors, Inc.
<PAGE>
 
                                SONORAN TERRACES
- --------------------------------------------------------------------------------


                            [PICTURE APPEARS HERE]
<PAGE>
 
                    COMPARABLE APARTMENT SALE   10
 
PROPERTY IDENTIFICATION
Job Number                          97-073/97-078
Project Name                        Sonoran Terraces
Address                             7887 N. La Cholla Boulevard
City/State                          Tucson, Arizona
 
TRANSACTION DATA
Sale Date                           08/96
Grantor (Seller)                    Security Capital Pacific Trust
Grantee (Buyer)                     NA Sonoran Terraces 5-1
Recorded Document                   10357/907
Sale Price                          $18,750,000
Occupancy                           95%
Sale Price per Unit                 $50,134
Sale Price per SF                   $45.04
Capitalization Rate                 9.39%
 
TERMS OF SALE                       Cash to seller

INCOME/EXPENSE DATA
Potential Gross Income              $2,995,238
Vacancy/Collection Loss 5%          $(149,762)
Effective Gross Income              $2,845,476
Operating Expenses                  $1,084,034
Net Operating Income                $1,761,442
 
PROPERTY DESCRIPTION
Year Built                          1985
Last Year Renovated                 NA
Number of Stories                   2
Number of Buildings                 60
Number of Units                     374
Number of Bedrooms                  632
Net Rentable Area                   416,256 SF
Average Unit Size                   1,113 SF
Land Area                           25.810 Acres
Unit Density                        14.49 Units per Acre
Property Condition                  Good
Parking (type)                      Open and Covered (674 spaces)
Construction Type                   Brick veneer, concrete foundation, Spanish
                                    tile roof
Unit Amenities                      Washer/dryer
Project Amenities                   Swimming pools, clubhouse, tennis courts,
                                    weight room, covered parking
Confirmed With                      Real Data, Inc and Bruce Greenberg, MAI
Date Confirmed                      December 1997 by Stevan N. Bach, Bach Realty
                                    Advisors, Inc.

Comments                            None
<PAGE>
 
                                TIERRA CATALINA
- --------------------------------------------------------------------------------


                            [PICTURE APPEARS HERE]
<PAGE>
 
                               RENT COMPARABLE 1

PROPERTY IDENTIFICATION
Job Number:                  97-073/97-078
Name of Project:             Tierra Catalina
Street Address:              3201 East Skyline Drive
City/State:                  Tucson, Arizona
 
PROPERTY DESCRIPTION
Year Built/Renovated:        1983
Number of Stories:           2
Number of Units:             120
Net Rentable Area (SF):      140,561
Average Unit Size (SF):      1,171
Parking Surface:             Asphalt
Type of Construction:        Painted stucco exterior with flat built-up roofs 
                             and red tile pitched roof fronts

Unit Mix:

<TABLE> 
<CAPTION>  
                             ----------------------------------------------------------------------------------
                               Total        Unit               Size            Monthly             Monthly
                               Units        Type               (SF)             Rent               Rent/SF
                             ----------------------------------------------------------------------------------
                             <S>            <C>                <C>             <C>                 <C> 
                                 23         1BP/1BA              900           $  640-730          $0.71-0.81
                                 18         1BR/1BA              916              625-680           0.68-0.74
                                 19         2BR/2BA            1,207                  790                0.65
                                 25         2BR/2BA            1,233              850-950           0.69-0.77
                                 17         2BR/2BA/TH         1,304              890-950           0.68-0.73
                                 18         3BR/2BA/TH         1,525            950-1,070           0.62-0.70
                             ----------------------------------------------------------------------------------
</TABLE> 

Concession:                  None
 
Unit Amenities:              Dishwashers, garbage disposals, microwave ovens,
                             washer/dryer connections, fireplaces,
                             patio/balconies, covered parking
 
Project Amenities:           1 swimming pool, 1 tennis court, jacuzzi, picnic 
                             area, clubroom, laundry facility
 
ECONOMIC DATA
Percent Occupied:            99%
Avg. Monthly Rent/SF of
     NRA:                    $0.69
Electricity Paid By:         Tenant
Length of Lease:             6, 9, and 12 months
Security Deposit:            $175-$275

Confirmed With:              On-site agent
Date Confirmed:              12/97 by SNB/Bach Realty Advisors, Inc.
<PAGE>
 
                             L' AUBERGE CANYON VIEW
- --------------------------------------------------------------------------------

                            [PICTURE APPEARS HERE]
<PAGE>
 
                               RENT COMPARABLE 2
 
PROPERTY DESCRIPTION
Job Number:                  97-073/97-078
Name of Project:             L'Auberge Canyon View
Street Address:              6650-55 North Kolb Road
City/State:                  Tucson, Arizona
 
PROPERTY DESCRIPTION
Year Built/Renovated:        1987
Number of Stories:           2
Number of Units:             264
Net Rentable Area (SF):      269,048
Average Unit Size (SF):      1,019
Parking Surface:             Asphalt
Type of Construction:        Masonry with flat built-up roofs

Unit Mix:

<TABLE> 
<CAPTION> 
                             ----------------------------------------------------------------------------------
                               Total        Unit               Size            Monthly             Monthly
                               Units        Type               (SF)             Rent               Rent/SF
                             ----------------------------------------------------------------------------------
                             <S>            <C>                <C>             <C>                 <C> 
                                 32         1BR/1BA              724           $   725             $1.00
                                 64         2BR/2BA              909               775              0.85 
                                 60         2BR/2BA            1,049               825              0.79
                                 66         2BR/2BA            1,095               875              0.80
                                 12         3BR/2BA            1,223             1,010              0.82
                                 19         3BR/2BA            1,243             1,010              0.81
                                 11         3BR/2BA            1,291             1,010              0.78
                             ----------------------------------------------------------------------------------
</TABLE>

Concessions:                 None
 
Unit Amenities:              Dishwashers, garbage disposals, microwave ovens, 
                             washer/dryer in units, fireplaces, outdoor-utility
                             closets, covered parking
 
Project Amenities:           1 swimming pool, 1 tennis court, jacuzzi, clubroom
 
ECONOMIC DATA
Percent Occupied:            96%
Avg. Effective Monthly
     Rent/SF of NRA:         $0.82
Electricity Paid By:         Tenant
Length of Lease:             7 and 12 months
Security Deposit:            $225; $200 refundable

Confirmed With:              RealData Inc./On-Site Agent
Date Confirmed:              12/97 by SNB/Bach Realty Advisors, Inc.
<PAGE>
 
                          THE GREENS AT VENTANA CANYON
- --------------------------------------------------------------------------------

                            [PICTURE APPEARS HERE]
<PAGE>
 
                               RENT COMPARABLE 3
 
PROPERTY IDENTIFICATION
Job Number:                  97-073/97-078
Name of Project:             The Greens at Ventana Canyon
Street Address:              5800 North Kolb Road
City/State:                  Tucson, Arizona
 
PROPERTY DESCRIPTION
Year Built/Renovated:        1986
Number of Stories:           2
Number of Units:             265
Net Rentable Area (SF):      267,935
Average Unit Size (SF):      1,011
Parking Surface:             Asphalt
Type of Construction:        Masonry exterior
Unit Mix:

<TABLE> 
<CAPTION> 
                             ----------------------------------------------------------------------------------
                               Total        Unit               Size            Monthly             Monthly
                               Units        Type               (SF)             Rent               Rent/SF
                             ----------------------------------------------------------------------------------
                             <S>            <C>                <C>             <C>                 <C> 
                                 22         1BR/1BA/DEN          818           $    714            $     0.87
                                 26             1BR/1BA          847                740                  0.87
                                 29             2BR/2BA          945                775                  0.82
                                 27             2BR/2BA          974                739                  0.76
                                 48             2BR/2BA        1,018            787-837             0.77-0.82
                                 65             2BR/2BA        1,050                800                  0.76
                                 22             2BR/2BA        1,169            914-964             0.78-0.82
                                 26         2BR/2BA/DEN        1,207                950                  0.79
                             ----------------------------------------------------------------------------------
</TABLE>

Concessions:                 1/2 off first month's rent

Unit Amenities:              Dishwashers, garbage disposals, microwave ovens, 
                             washer/dryer in units, fireplaces, ceiling fans, 
                             outdoor utility closets, patio/balconies, covered
                             parking

Project Amenities:           1 swimming pool, jacuzzi, picnic area, club room

ECONOMIC DATA
Percent Occupied:            89%
Avg. Monthly Rent/SF of 
     NRA:                    $0.80
Electricity Paid By:         Tenant
Length of Lease:             12 months
Security Deposit:            None (special)

Confirmed With:              RealData Inc./On-site Agent
Date Confirmed:              12/97 by SNB/Bach Realty Advisors, Inc.
<PAGE>
 
                                 THE ARBORETUM
- --------------------------------------------------------------------------------

                            [PICTURE APPEARS HERE]
<PAGE>
 
                               RENT COMPARABLE 4

PROPERTY IDENTIFICATION
Job Number:                  97-073/97-078
Name of Project:             The Arboretum
Street Address:              4700 North Kolb Road
City/State:                  Tucson, Arizona
 
PROPERTY DESCRIPTION
Year Built/Renovated:        1986
Number of Stories:           2
Number of Units:             496
Net Rentable Area (SF):      402,272
Average Unit Size (SF):      811
Parking Surface:             Asphalt
Parking Spaces:              322 open; 352 covered
Type of Construction:        Frame with stucco exterior and flat built-up 
                             roofs and pitched tile and shingle roofs

Unit Mix:

<TABLE> 
<CAPTION>  
                             ----------------------------------------------------------------------------------
                               Total        Unit               Size             Monthly            Monthly
                               Units        Type               W(SF)             Rent              Rent/SF
                             ----------------------------------------------------------------------------------
                             <S>            <C>                <C>             <C>                 <C> 
                                 32         1BR/1BA              520              $475              $0.91
                                128         1BR/1BA              616               500               0.81
                                 96         1BR/1BA              686               510               0.74
                                 32         1BR/1BA              767               560               0.73
                                 64         2BR/1BA              984               650               0.66
                                 48         2BR/2BA              995               710               0.71
                                 48         2BR/2BA            1,001               735               0.73
                                 48         3BR/2BA            1,200               799               0.67
                             ----------------------------------------------------------------------------------
</TABLE> 

Concessions:                 1/2 month free rent. $175 off if deposit on 1st
                             visit
 
Unit Amenities:              Dishwashers, garbage disposals, microwave ovens, 
                             fireplaces, patio/balconies, ceiling fans, covered
                             parking
 
Project Amenities:           3 swimming pools, jacuzzi, picnic area, clubroom, 
                             laundry facility, exercise/weight room
 
ECONOMIC DATA
Percent Occupied:            99%
Avg. Monthly Rent/SF of
     NRA:                    0.734
Electricity Paid By:         Tenant
Length of Lease:             9 and 12 months
Security Deposit:            $175 -- 1BR; $200-2BR; $225-3BR
Pets Allowed/Deposit:        $200 plus $15 per month

Confirmed With:              RealData Inc./On-Site Agent
Date Confirmed:              12/97 by SNB/Bach Realty Advisors, Inc.
<PAGE>
 
                                VILLAS SIN VACAS
- --------------------------------------------------------------------------------

                             PHOTO DID NOT DEVELOP
<PAGE>
 
                           RENT COMPARABLE 5

PROPERTY IDENTIFICATION
Job Number:                  97-073/97-078
Name of Project:             Villas Sin Vacas
Street Address:              7601 North Calle Sin Envidia
City/State:                  Tucson, Arizona
 
PROPERTY DESCRIPTION
Year Built/Renovated:        1985
Number of Stories:           2
Number of Units:             72
Net Rentable Area (SF):      80,178
Average Unit Size (SF):      1,114
Parking Surface:             Asphalt
Type of Construction:        Open and 72 carports
 
Unit Mix:

<TABLE> 
<CAPTION> 
                             ----------------------------------------------------------------------------------
                               Total        Unit               Size            Monthly             Monthly
                               Units        Type               (SF)             Rent               Rent/SF
                             ----------------------------------------------------------------------------------
                             <S>            <C>                <C>             <C>                 <C> 
                                 38         1BR/1BA/DEN          930            $  835              $0.90
                                 18             2BR/2BA        1,195             1,050               0.88
                                 16             3BR/2BA        1,458             1,200               0.82
                             ----------------------------------------------------------------------------------
</TABLE> 

Concessions:                 None

Unit Amenities:              Fireplace, washer and dryer, microwave, covered 
                             parking

Project Amenities:           Swimming pool, clubhouse
 
ECONOMIC DATA
Percent Occupied:            Mid to high 90's%
Avg. Monthly Rent/SF of 
     NRA:                    $0.871
Electricity Paid By:         Tenant
Length of Lease:             9 and 12 months
Security Deposit:            $200
Pets Allowed/Deposit         $200

Confirmed With:              On-Site Agent and Real Data, Inc.
Date Confirmed:              12/97 by SNB/Bach Realty Advisors, Inc.
<PAGE>
 
                                COLONIA DEL RIO
- --------------------------------------------------------------------------------

                             PHOTO DID NOT DEVELOP
<PAGE>
 
                               RENT COMPARABLE 6

PROPERTY IDENTIFICATION
Job Number:                  97-073/97-078
Name of Project:             Colonia Del Rio
Street Address:              4601 N. Via Entrada
City/State:                  Tucson, Arizona
 
PROPERTY DESCRIPTION
Year Built/Renovated:        1985
Number of Stories:           2
Number of Units:             176
Net Rentable Area (SF):      177,760
Average Unit Size (SF):      1,010
Parking Surface:             Asphalt
Parking Spaces:              261
Type of Construction:        Masonry exterior with red tile roofs
 
Unit Mix:

<TABLE> 
<CAPTION>  
                             ----------------------------------------------------------------------------------
                               Total        Unit               Size            Eff.Mo.             Eff. Mo.
                               Units        Type               (SF)             Rent               Rent/SF
                             ----------------------------------------------------------------------------------
                             <S>            <C>                <C>             <C>                 <C> 
                                 22            1BR/1BA           713            $  560              $    0.79
                                 44            1BR/1BA           796               590                   0.74
                                 22            1BR/1BA         1,022               655                   0.64
                                 22            2BR/1BA         1,068               680                   0.64
                                 44         2BR/2BA/TH         1,170               795                   0.68
                                 22            3BR/2BA         1,345           795-810              0.59-0.60
                             ----------------------------------------------------------------------------------
</TABLE> 

Concessions:                 $200 off 1st month's rent

Unit Amenities:              Fireplace, washer and dryer, microwave, covered 
                             parking

Project Amenities:           Swimming pool, spa, exercise room, playground
 
ECONOMIC DATA
Percent Occupied:            90's%
Avg. Effective Monthly 
     Rent/SF of NRA:         $0.683
Electricity Paid By:         Tenant
Length OF LEASE:             NA
SECURITY DEPOSIT:            $75
Pets Allowed/Deposit:        Yes/$150

Confirmed With:              On-site Agent and Real Data, Inc.
Date Confirmed:              12/97 by SNB/Bach Realty Advisors, Inc.
<PAGE>
 
                            BOULDERS AT LA RESERVE
- --------------------------------------------------------------------------------

                            [PICTURE APPEARS HERE]
<PAGE>
 
                               RENT COMPARABLE 7

PROPERTY IDENTIFICATION
Job Number:                  97-073/97-078
Name of Project:             Boulders at La Reserve
Street Address:              1500 E. Pusch Wilderness Drive
City/State:                  Tucson, Arizona
 
PROPERTY DESCRIPTION
Year Built/Renovated:        1995
Number of Stories:           2
Number of Units:             240
Net Rentable Area (SF):      239,792
Average Unit Size (SF):      999
Parking Surface:             Asphalt
Parking Spaces:              375, same garages
Type of Construction:        Masonry exterior with flat built-up and red tile 
                             pitched roofs
 
Unit Mix:

<TABLE> 
<CAPTION>  
                             ----------------------------------------------------------------------------------
                               Total        Unit               Size            Monthly             Monthly
                               Units        Type               (SF)             Rent               Rent/SF
                             ----------------------------------------------------------------------------------
                             <S>            <C>                <C>             <C>                 <C> 
                                 64             1BR/1BA          725            $  595              $ 0.82
                                 48         1BR/1BA/DEN          929               655                0.71
                                 64             2BR/2BA        1,057               740                0.70
                                 64             3BR/2BA        1,268               860                0.68
                             ----------------------------------------------------------------------------------
</TABLE> 

Concessions:                 1/2 month free rent on 1BR or 2BR and 1 month free
                             on 3BR w/12 month lease

Unit Amenities:              Some fireplaces, washer and dryer, microwave, 
                             garage

Project Amenities:           Swimming pool, spa, exercise room, clubhouse
 
ECONOMIC DATA
Percent Occupied:            NA
Avg. Effective Monthly 
     Rent/SF of NRA:         $0.717
Electricity Paid By:         Tenant
Length of Lease:             7-13 months
Security Deposit:            $100                           
Pets Allowed/Deposit:        $300 plus $10 per month

Confirmed With:              On-site Agent and Real Data, Inc.
Date Confirmed:              12/97 by SNB/Bach Realty Advisors, Inc.
Comments:                    Garages bring a rental premium of $60 plus.
<PAGE>
 
                               LA RESERVE VILLAS
- --------------------------------------------------------------------------------

                            [PICTURE APPEARS HERE]
<PAGE>
 
                               RENT COMPARABLE 8

PROPERTY IDENTIFICATION
Job Number:                        97-073/97-078
Name of Project:                   La Reserve Villas
Street Address:                    10700 N. La Reserve Drive
City/State:                        Tucson, Arizona
 
PROPERTY DESCRIPTION
Year Built/Renovated:              1988
Number of Stories:                 2
Number of Units:                   240
Net Rentable Area (SF):            216,008
Average Unit Size (SF):            900
Parking Surface:                   Asphalt
Parking Spaces:                    Yes, but 240 carports
Type of Construction:              Masonry exterior with flat built-up and red
                                   tile pitched roofs

Unit Mix:
                                   ---------------------------------------------
                                     Total    Unit     Size   Monthly   Monthly
                                     Units    Type     (SF)     Rent    Rent/SF
                                   ---------------------------------------------
                                      64     lBR/lBA    697    $580      $0.83
                                      96     2BR/2BA    943     690       0.73
                                      52     2BR/2BA    957     750       0.78
                                      28     3BR/2BA  1,111     875       0.79
                                   ---------------------------------------------

Concessions:                       None

Unit Amenities:                    Fireplace, washer/dryer, microwave

Project Amenities:                 (2) swimming pools, spa, exercise room,
                                   clubhouse
 
ECONOMIC DATA
Percent Occupied:                  90's%
Avg. Effective Monthly Rent/SF 
     of NRA:                       $0.772
Electricity Paid By:               Tenant
Length of Lease:                   6 mos., 9 mos., 1 year
Security Deposit:                  $140 lBR, $160 2BR, $180 3BR
Pets Allowed/Deposit:              $300 plus $15 per month

Confirmed With:                    On-site Agent and Real Data, Inc.
Date Confirmed:                    12/97 by SNB/Bach Realty Advisors, Inc.
<PAGE>
 
                             LEGENDS AT LA PALOMA
- --------------------------------------------------------------------------------

                            [PICTURE APPEARS HERE]
<PAGE>
 
                               RENT COMPARABLE 9

PROPERTY IDENTIFICATION
Job Number:                        97-073/97-078
Name of Project:                   Legends at La Paloma
Street Address:                    3750 E. Via Palomita
City/State:                        Tucson, Arizona
 
PROPERTY DESCRIPTION
Year Built/Renovated:              1995
Number of Stories:                 2
Number of Units:                   312
Net Rentable Area (SF):            322,696
Average Unit Size (SF):            1,034
Parking Surface:                   Asphalt
Parking Spaces:                    312 carports and open parking
Type of Construction:              Frame stucco with masonry exterior and sloped
                                   tile roof

Unit Mix: 
                                   ---------------------------------------------
                                     Total    Unit    Size    Monthly   Monthly
                                     Units    Type    (SF)      Rent    Rent/SF
                                   ---------------------------------------------
                                       72   1BR/1BA    745      $675     $0.91
                                      152   2BR/2BA  1,036       795      0.77
                                       88   3BR/2BA  1,258       975      0.78
                                   ---------------------------------------------

Concessions:                       1 month free rent

Unit Amenities:                    Fireplace, washer and dryer, microwave,
                                   ceiling fan

Project Amenities:                 (2) swimming pools, spa, exercise room,
                                   clubhouse, storage off patio/balcony
 
ECONOMIC DATA
Percent Occupied:                  mid to high 90's%
Avg. Effective Monthly Rent/SF 
     of NRA:                       $0.791
Electricity Paid By:               Tenant
Length of Lease:                   6 mos. to 1 year
Security Deposit:                  $150 1BR, $175 2BR, $200 3BR
Pets Allowed/Deposit:              $300 plus $10 per month

Confirmed With:                    On-site Agent and Real Data, Inc.
Date Confirmed:                    12/97 by SNB/Bach Realty Advisors, Inc.
<PAGE>
 
                               SKYLINE BEL AIRE
- --------------------------------------------------------------------------------

                           [PICTURE APPEARS HERE]
<PAGE>
 
                              RENT COMPARABLE 10


PROPERTY IDENTIFICATION
Job Number:                        97-073/97-078
Name of Project:                   Skyline Bel Aire
Street Address:                    6255 Camino Pimeria Alta
City/State:                        Tucson, Arizona
 
PROPERTY DESCRIPTION
Year Built/Renovated:              1979
Number of Stories:                 1-2
Number of Units:                   137
Net Rentable Area (SF):            154,151
Average Unit Size (SF):            1,125
Parking Surface:                   Asphalt
Parking Spaces:                    136 carports and open parking
Type of Construction:              Frame stucco with masonry exterior and flat
                                   roof
 
Unit Mix:
                                   ---------------------------------------------
                                     Total    Unit      Size   Monthly   Monthly
                                     Units    Type      (SF)     Rent    Rent/SF
                                   ---------------------------------------------
                                       64  lBR/lBA/DEN   968     $615     $0.64
                                       73   2BR/2BA    1,263      815      0.65
                                   ---------------------------------------------
 
Concessions:                       $25 off rent 1BR $300 off lst month rent
                                   w/12 month lease $150 off lst month rent
                                   w/6 month lease

Unit Amenities:                    Fireplaces, washer and dryer, covered parking
 
Project Amenities:                 Swimming pool, spa, tennis court, billard
                                   room, skylight in several bedrooms
 
ECONOMIC DATA
Percent Occupied:                  Mid 90's%
Avg. Effective Monthly Rent/SF
     of NRA:                       $0.641
Electricity Paid By:               Tenant
Length of Lease:                   6 mos., 9 mos., 1 year
Security Deposit:                  $125 lBR and $150 2BR
Pets Allowed/Deposit:              $15 per month

Confirmed With:                    On-site Agent and Real Data, Inc.
Date Confirmed:                    12/97 by SNB/Bach Realty Advisors, Inc.
Comments:                          One of the large units is the manager's unit.
<PAGE>
 
                                PINNACLE CANYON
- --------------------------------------------------------------------------------

                            [PICTURE APPEARS HERE]
<PAGE>
 
                              RENT COMPARABLE 11

PROPERTY IDENTIFICATION
Job Number:                        97-073/97-078
Name of Project:                   Pinnacle Canyon
Street Address:                    7050 E. Sunrise Road
City/State:                        Tucson, Arizona
 
PROPERTY DESCRIPTION
Year Built/Renovated:              1995
Number of Stories:                 2
Number of Units:                   225
Net Rentable Area (SF):            228,931
Average Unit Size (SF):            1,017
Parking Surface:                   Asphalt
Parking Spaces:                    NA
Type of Construction:              Masonry exterior with red tile roof
 
Unit Mix:
                                   ---------------------------------------------
                                     Total    Unit    Size   Monthly    Monthly
                                     Units    Type    (SF)     Rent     Rent/SF
                                   ---------------------------------------------
                                       24   1BR/lBA    795     $650      $0.82
                                       37   lBR/lBA    840      675       0.80
                                       48   2BR/2BA  1,124      775       0.69
                                       74   2BR/2BA  1,152      800       0.69
                                       40   3BR/2BA  1,351      935       0.69
                                   ---------------------------------------------

Concessions:                       1 month free rent w/12 month lease
 
Unit Amenities:                    Some fireplaces, washer and dryer, microwave,
                                   built-in television, covered parking

Project Amenities:                 Swimming pool, spa, exercise room, clubhouse,
                                   computer center
 
ECONOMIC DATA
Percent Occupied:                  98%
Avg. Effective Monthly Rent/SF 
     of NRA:                       $0.762
Electricity Paid By:               Tenant
Length of Lease:                   NA
Security Deposit:                  $100
Pets Allowed/Deposit:              $200 plus $15 per month

Confirmed With:                    On-site Agent and Real Data, Inc.
Date Confirmed:                    12/97 by SNB/Bach Realty Advisors, Inc.
<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)


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