CONAM REALTY INVESTORS 5 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 5, L.P.
                             (NAME OF THE ISSUER)
 
    ConAm Realty Investors 5, 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)
 
                                   44849P503
                     (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
 
===============================================================================
                 $19,420,330                                       $3,885
          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: $3,900                    Filing party: ConAm Realty Investors 5, 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 5, 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 5, 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 Property if the
proposed sale is approved.
 
  A preliminary consent solicitation statement (the "Consent Solicitation
Statement") regarding the proposed sale was filed with the Securities and
Exchange Commission on October 30, 1998.
 
  The following Cross-Reference Sheet is supplied pursuant to General
Instruction F of Schedule 13E-3 and cites the location in the Consent
Solicitation Statement of the information required to be included in response
to the items of this Statement, which Consent Solicitation Statement is hereby
incorporated by reference to the extent so cited. Capitalized terms used
herein and not otherwise defined herein shall have the meanings ascribed to
them in the Consent Solicitation Statement. The Consent Solicitation Statement
will be completed and, if appropriate, amended prior to the time it is first
sent or given to limited partners of the Partnership. This Statement will be
amended to reflect such completion or amendment of the Consent Solicitation
Statement.
<PAGE>
 
                             CROSS-REFERENCE SHEET

- --------------------------------------------------------------------------------
   Item of Schedule 13E-3        Location in Consent Solicitation Statement
- --------------------------------------------------------------------------------
Item 1. Issuer and Class of
Security Subject to the
Transaction
- --------------------------------------------------------------------------------
 (a) and (b)                 Outside Front Cover Page, "SUMMARY--The
                             Partnership," "ACTION BY CONSENT--Record Date,"
                             "MARKET FOR THE UNITS," "VOTING SECURITIES AND
                             PRINCIPAL HOLDERS THEREOF."
- --------------------------------------------------------------------------------
 (c)                         "MARKET FOR THE UNITS."
- --------------------------------------------------------------------------------
 (d)                         "DISTRIBUTIONS."
- --------------------------------------------------------------------------------
 (e)                         Not applicable.
- --------------------------------------------------------------------------------
 (f)                         Not applicable.
- --------------------------------------------------------------------------------
Item 2. Identity and         This Statement is being filed by the issuer and
Background                   certain affiliates of the issuer named in (b)
                             below.
- --------------------------------------------------------------------------------
 (a)-(c)                     ConAm Property Services 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 $174.
- --------------------------------------------------------------------------------
 (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 5, 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
                                   VALUATION


                                       OF

                         THE HAMPTONS AT QUAIL HOLLOW
                           4401 HAMPTON RIDGE DRIVE 
                           CHARLOTTE, NORTH CAROLINA





                                       FOR

                       HUTTON/CON AM REALTY INVESTORS 5 
                             1764 SAN DIEGO AVENUE
                          SAN DIEGO, CALIFORNIA 92110






                                      AS OF

                                NOVEMBER 30, 1997






                                       BY

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

                                   BRA: 97-067

===============================================================================
<PAGE>
 
 
                                TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE> 
<CAPTION> 
              <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................................................. 17
              Site...................................................................... 22
              Improvements.............................................................. 24
              Highest and Best Use...................................................... 27
              Appraisal Procedures...................................................... 31
              Sales Comparison Approach................................................. 33
              Income Approach........................................................... 37
              Reconciliation............................................................ 47
</TABLE> 
                                     ADDENDA

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


March 6, 1998


Hutton/Con Am Realty Investors 5
1764 San Diego Avenue
San Diego, California 92110

Re: The Hamptons at Quail Hollow, an apartment complex located at 4401 Hampton
    Ridge Drive, Charlotte, North Carolina; BRA: 97-067

Gentlemen:

By your request and authorization, we have inspected the above-referenced
property and have investigated the real estate market in the subject area in
order to provide the value of the leased fee estate of the subject property as
of November 30, 1997. This appraisal is a complete, self-contained report and is
in conformance with the guidelines of the Uniform Standards of Professional
Appraisal Practice of the Appraisal Institute. The scope of this assignment
includes the Sales Comparison and Income Approaches to value. The subject
property was inspected in December 1997 and for purposes of this appraisal, 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 Charlotte and subject area apartment markets, the sale of
comparable properties, market rent levels, appropriate operating expenses, and
acceptable investor returns.

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

                  FOURTEEN MILLION TWO HUNDRED THOUSAND DOLLARS
                                 ($14,200,000)

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

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

Sincerely, 

BACH REALTY ADVISORS, INC.



/s/ Stevan N. Bach

Stevan N. Bach, MAI
President and Chief Executive Officer


SNB/kee
<PAGE>
 
                       ASSUMPTIONS AND LIMITING CONDITIONS
- --------------------------------------------------------------------------------

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

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

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

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

                          4.     That a survey of the property has not been made
                                 by the appraiser.

                          5.     That the square footage figures are based on
                                 floor plans and information supplied to the
                                 appraiser by Con Am Management.

                          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 report 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
                                 any legal proceeding is not a part of this
                                 assignment; therefore, any such appearance
                                 and/or preparation for testimony will
                                 necessitate additional compensation than
                                 received for this appraisal report.

                          10.    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.

                          11.    All opinions of the leased fee market value are
                                 presented as Bach Realty Advisors, Inc.'s
                                 considered opinion based on facts and data
                                 provided and appearing in this report. We
                                 assume no responsibility for changes in market
                                 conditions.

                                                                               2
<PAGE>
 
                          12.    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.
                                 -------------------------

                          13.    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 that to the
                             best of our knowledge and belief, 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 the terms of
                                    our assignment or by the undersigned)
                                    affecting the analyses, opinions, and
                                    conclusions contained in this report.

                             4.     This appraisal report has been made in
                                    conformity with and is subject to 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, conclusions, and
                                    opinions concerning the subject property
                                    that are set forth in this appraisal report.
                                    Stevan N. Bach, MAI inspected the property
                                    in December 1997.

                             6.     That 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 November 30,
                                    1997 is $14,200,000.

                                    /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 Hamptons at Quail Hollow
                                          4401 Hampton Ridge Drive
                                          Charlotte, North Carolina

Location:                                 Southeast corner of Quail Hollow Road
                                          and Heathstead Place

BRA:                                      97-067

Legal Description:                        33.11 acres, M20-730 Quail Hollow,
                                          Charlotte, Mecklenberg County, North
                                          Carolina

Land Size:                                33.11 acres

Net Rentable Area:                        245,282 square feet

Year Built:                               1985/86

Mix:                                      20  1BR/1BA at 770-784 square feet
                                           8  1BR/1BA at 860 square feet
                                          48  2BR/1BA at 945-960 square feet
                                           8  2BR/1BA at 1,040-1,055 square feet
                                         108  2BR/2BA at 1,090-1,105 square feet
                                          20  2BR/2BA at 1,180-1,190 square feet
                                          16  3BR/2BA at 1,295  square feet
                                           4  3BR/2BA at 1,400 square feet
                                         ---
No. of Units:                            232

Average Unit Size:                        1,057 square feet

Physical Occupancy:                       95.7 percent

Economic Occupancy:                       89.8 percent

Highest and Best Use
   As Vacant:                             Multifamily residential development
   As Improved:                           Multifamily residential, as currently
                                          improved

Date of Value:                            November 30, 1997

   As Is" Market Value by
   Sales Comparison Approach:             $14,300,000

   As Is" Market Value by
   Income Approach:                       $14,200,000

   As Is" Market Value
   Conclusion:                            $14,200,000

                                                                               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 property is a 232-unit apartment
                             complex built in 1985/86 known as The Hamptons at
                             Quail Hollow. The subject property is located at
                             the southeast corner of Quail Hollow Road and
                             Heathstead Place with a physical address of 4401
                             Hampton Ridge Drive (management office), Charlotte,
                             Mecklenburg County, North Carolina.

DATE OF THE APPRAISAL        All opinions of value expressed in this report
                             reflect physical and economic conditions prevailing
                             as of December 1997, which are assumed to have
                             remained unchanged as of the date of value of
                             November 30, 1997.

DEFINITION OF
SIGNIFICANT TERMS            The Appraisal of Real Estate, Eleventh Edition,
                             ----------------------------    
                             1996, sponsored by the Appraisal Institute defines
                             Market Value as: 

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

                                    (1)    Buyer and seller are typically
                                           motivated;

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

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

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

                                    (5)    The price represents the normal
                                           consideration for the property sold
                                           unaffected by special or creative
                                           financing or sales concessions
                                           granted by anyone associated with the
                                           sale."
                             It is our opinion that a reasonable time period to
                             sell the subject is six months to one year and this
                                                 ----------------------
                             is consistent with current marketing conditions. A
                             sale longer than one year may represent a value
                             other than market value and would require
                             discounting for time as per USPAP requirements.
                                                                               
                                                                               7
<PAGE>
 
                             Leased Fee Estate: An ownership interest held by a
                             -----------------
                             landlord with the right of use and occupancy
                             conveyed by lease to others; the rights of lessor
                             or the leased fee owner and leased fee are
                             specified by contract terms contained within the
                             lease.

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 appraiser has 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 Mecklenberg County Assessor's
                             Office, the subject property is currently owned by
                             Hamptons Joint Venture/Con Am and has been since
                             May 30, 1986 (Volume 5233, page 661). No subsequent
                             transactions of the subject property were noted.

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 this
                             method of valuation is typically the least reliable
                             indicator of value in mid-life 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.

                             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 alone 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 apartments
                             in the general and immediate area. After these
                             various items were performed, an analysis was made
                             in order to estimate the leased fee market value of
                             the subject on an "as is" basis.

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

                          Located along the central region of North Carolina's
                          southern border, the city of Charlotte relies on three
                          strong economic bases: finance, insurance, and real
                          estate; wholesale and retail trade; and services.
                          Uniquely, Charlotte is able to offer the opportunities
                          of a large urban center while maintaining the
                          qualities of a midsized city. The subject property is
                          located within south central Charlotte, one of the
                          city's most affluent areas which is also convenient to
                          Charlotte's Central Business District (CBD). The
                          subject's central location, within a prominent
                          residential area of Charlotte creates a desirable
                          location for an apartment complex.

CHARLOTTE CITY DATA

OVERVIEW                  Charlotte is conveniently located between the
                          Appalachian Mountains, two hours to the west, and the
                          Atlantic Ocean, three and one-half hours to the east.
                          Originally settled by Scotch-Irish immigrants in the
                          1740s, the City of Charlotte, named after England's
                          Queen Charlotte was incorporated into Mecklenburg
                          County in 1768. With the discovery of gold near
                          Charlotte in 1799, the city grew as a financial
                          center. In the late 1800s, the area's cotton
                          production along with the invention of the cotton mill
                          enabled Charlotte to become a leading center for the
                          textile industry. Soon thereafter, wholesale and
                          distribution facilities were constructed in
                          conjunction with the development of railroads and the
                          state highway system. Fortune magazine recently ranked
                                                -------         
                          Charlotte as the nation's top city with the best pro-
                          business attitude. Charlotte is now the second largest
                          banking center in the nation, controlling
                          approximately $367 billion in assets, according to the
                          Charlotte Chamber of Commerce. First Union National
                          Bank and NationsBank are headquartered in Charlotte
                          and are both in the top ten of the nation's largest
                          banks. As one of only three southern cities with more
                          than one professional sports franchise, sports have
                          become big business in the Charlotte-Mecklenburg MSA,
                          with the Charlotte Motor Speedway, NBA Charlotte
                          Hornets and the NFL Carolina Panthers.

DEMOGRAPHICS              Over the past two decades, Charlotte's population has
                          experienced slow, steady growth. The U.S. Census
                          figures indicate that the population of Charlotte grew
                          from 241,420 in 1970 to 315,473 in 1980. This
                          indicates a compound annual growth rate (CAGR) of 2.71
                          percent over a ten-year period. This growth rate
                          declined slightly in the 1980s with a 2.30 percent
                          CAGR indicated by the population of 395,934 in 1990.
                          By 1995, the population had grown 15 percent to
                          455,367 or an annual average increase of 3 percent.
                          The population in 1996 was 465,895 an increase of 2.3
                          percent from 1995. The 1997 population increased more
                          slowly to 470,553, a 1 percent increase from 1996.

                          Between 1980 and 1990, the population of Mecklenburg
                          County grew at a CAGR of 2.38 percent, slightly
                          greater than the growth rate for the city of
                          Charlotte. The 1990 population of Mecklenburg County
                          was 511,433. The 1995 population total for Mecklenburg
                          County was 581,466 a 14 percent increase over 1990.
                          The population for Mecklenburg County grew 2.65
                          percent for 1996 to 596,875. The 1997 population of
                          Mecklenberg County is 612,095 representing a 2.55
                          percent increase over 1996. By the year 2000, this
                          figure is projected to increase to 661,091 or grow at
                          2.65 percent annually. The Charlotte-Gastonia-Rockhill
                          MSA

                                                                               9
<PAGE>
 
                          contains an estimated 1997 population of 1,331,740,
                          and is projected to increase 1.72 percent annually for
                          an estimated population of 1,397,600 in the year 2000.
                          Population trends for the city of Charlotte can be
                          found in the following table:

                                             CITY OF CHARLOTTE -- 1997
                                  ---------------------------------------------
                                         YEAR     POPULATION     % CHANGE
                                  --------------------------------------------- 
                                         1950     134,042          ----
                                         1960     201,564          57.1
                                         1970     241,420          19.8
                                         1980     315,473          30.6
                                         1990     395,934          25.5
                                         1995     455,367          15.0
                                         1996     465,895           2.3
                                        *1997     470,553           1.0
                                        *2000     500,857           6.4

                          *      Estimated as of August 1997

 ECONOMIC BASE            The Charlotte economy is based on its development as a
                          financial, distribution, and transportation center for
                          the southeastern region of the United States. The U.S.
                          Census Bureau ranks Charlotte as the center of the
                          nation's fifth largest wholesale and distribution
                          area. Major industries in Charlotte include
                          microelectronics, metalworking and vehicle assembly,
                          as well as research and development, high-tech and
                          service-oriented businesses.

                          The merger between NCNB and C&S Sovereign, which
                          formed NationsBank reinforced Charlotte's position as
                          a major financial center. The more than $156 billion
                          in total assets of both NationsBank and First Union
                          have helped to push Charlotte past San Francisco to
                          the second largest financial center in the nation.
                          Charlotte, with a total of $367 billion in assets, is
                          surpassed only by New York in the amount of financial
                          resources. Additionally, 9 of the nation's top 200
                          banks have a presence in Charlotte, the most of any
                          other city in the Southeast. Please refer to the table
                          on the following page for a listing of Charlotte's
                          major employers.
                               
<TABLE> 
<CAPTION> 
                                                   CHARLOTTE'S LARGEST EMPLOYERS -- 1997
                                         --------------------------------------------------------
                                                                                          NUMBER
                                           EMPLOYER                                     EMPLOYED
                                         --------------------------------------------------------
                                           <S>                                          <C> 
                                           Carolinas Health Care System                   11,738
                                           First Union Corporation                        11,201
                                           Charlotte-Mecklenburg Schools                  10,166
                                           NationsBank                                     9,198
                                           Duke Power Company                              7,470
                                           US Air                                          7,000
                                           Presbyterian Health Services Corporation        5,557
                                           State of North Carolina                         5,509
                                           City of Charlotte                               4,900
                                           Mecklenburg County                              4,506
</TABLE> 

                          Source: Charlotte in Detail, Charlotte Chamber of
                                  -------------------
                                  Commerce

                                                                              10
<PAGE>
 
                          Since 1991, the number of firms and investment in
                          Charlotte has been impressive. In 1991, 860 new firms
                          came to Charlotte employing 10,376 persons. The growth
                          continued in the three year period from 1992 through
                          1994 with an average of over 1,100 new firms each year
                          adding approximately 35,000 new jobs over this period.
                          This growth continued in 1995 with 1,185 new firms and
                          18,425 jobs. Year end 1996 realized 1,248 new firms
                          and 13,134 new jobs. The year 1997 is proving to be
                          another impressive year. In early 1997, Charlotte
                          attracted three national call centers, employing over
                          1,000 people: Vanguard, Inc., a mutual fund group; the
                          life insurance arm of Equitable Companies; and
                          Electronic Data Systems. In addition there have been a
                          number of other economic announcements made recently
                          including: US Airways announced they plan to move 900
                          jobs from Winston-Salem to Charlotte in 1998; Stanley
                          Works plans to move a Detroit door manufacturing plant
                          to Charlotte creating 250 jobs; Alydaar Software
                          Corporation plans 250 more hires; Metropolitan
                          Property & Casualty Insurance of Rhode Island plans to
                          open a field claims office Charlotte creating 150 new
                          jobs; Propack, a Columbus, NC based packaging company
                          is relocating to Charlotte and plans to employ up to
                          300 workers; and Wilton Connon Packaging Inc. is
                          expanding and plans to add 150 jobs in its
                          Westinghouse Boulevard complex in southwest Charlotte.

                          The Charlotte unemployment rate in 1990 was 3.0
                          percent. In 1991, however, the Charlotte unemployment
                          rate jumped to 4.8 percent. The increasing
                          unemployment trend continued in 1992 and averaged 5.0
                          percent in Mecklenburg County and 5.5 percent in the
                          Charlotte-Gastonia-Rockhill MSA. However, in 1993 and
                          1994 the unemployment rate for Mecklenburg County
                          dropped, averaging 4.3 and 3.5 percent, respectively.
                          In 1995, the unemployment rate remained relatively
                          unchanged with 3.62 percent in Charlotte-Gastonia-
                          Rockhill MSA. A further decline in the unemployment
                          rate was witnessed in 1996 when Mecklenburg County
                          reported an unemployment rate of 2.9 percent. The 1997
                          figure for Charlotte-Gastonia- Rockhill MSA reported a
                          slight increase to 3.18 percent.

TRANSPORTATION            Charlotte is served by various transportation
                          facilities including air, rail, truck, bus, and
                          automobile. The Charlotte/Douglas International
                          Airport provided service to over 7.7 million
                          passengers in 1989, 7.8 million passengers in 1990,
                          and 8.4 million passengers in 1991. In 1993, nearly
                          8.7 million enplanements were recorded at the
                          Charlotte/Douglas International Airport. With over
                          10.4 million passengers in 1995, Charlotte's airport
                          is ranked as the 17/th/ largest in total operations in
                          the nation, 20/th/ nationwide in total passengers,
                          30/th/ nationwide in cargo (freight, mail), and 34/th/
                          worldwide in total passengers. Eight major airlines
                          and six commuter carriers at this airport average 500
                          daily flights and offer direct and nonstop service to
                          more than 160 cities and a variety of international
                          destinations. As an expansion of the Douglas
                          International Airport, USAir has completed a $42
                          million maintenance, training and parts distribution
                          complex and spent $15 million to add six gates to
                          Concourse B. One of the airport's three runways was
                          extended in 1994 in an effort to reduce air traffic
                          congestion.

                          Rail service in Charlotte is provided by Norfolk
                          Southern Railway Corporation and CSX Transportation.
                          Each week, more than 270 trains pass through
                          Charlotte, and approximately 28,000 cars are
                          classified each day through Norfolk Southern's $50
                          million computerized facility. Also, Amtrak provides
                          passenger service through

                                                                              11
<PAGE>
 
                          Charlotte to most of the United States with
                          north/south connections to east/west lines.

                          Charlotte ranks as the 11/th/ largest trucking center
                          and the 5/th/ largest trading area in the nation. Nine
                          of the top ten trucking firms having a base in
                          Charlotte, providing a full range of transport
                          services. Interstate Highways 85 and 77 intersect in
                          northern Charlotte and are part of the national
                          interstate system. Interstate Highway 77 links up with
                          Interstate Highway 40 just to the north of Mecklenburg
                          County, providing east/west passage. Charlotte's road
                          system is also facilitated by U.S. Highways 74, 29,
                          and 21. The State of North Carolina, through its
                          General Assembly approved the Highway Trust Fund in
                          1989, an extensive $10.0 billion program through the
                          year 2000 to improve rural and urban roads in North
                          Carolina. This program includes the completion of the
                          I-485 Outer Belt around the state's seven largest
                          cities and the completion of a four-lane highway
                          system, which is only 10 miles from 95 percent of the
                          state's population.

 REAL ESTATE MARKETS      Charlotte has one of the nation's most active real
                          estate markets. Permits for $643.8 million of
                          commercial real estate were issued in 1994, followed
                          by another $689.8 million in 1995. In 1996, permits
                          for almost $700 million of commercial real estate were
                          issued. The critical factor driving the growth of the
                          real estate market is the continued migration of new
                          business and job seekers to the Charlotte metropolitan
                          area.

                          Some important developments for Charlotte's downtown
                          real estate market in recent years include the $180
                          million Ericsson Stadium, home of the NFL Carolina
                          Panthers which was completed in 1996 and has become
                          the centerpiece of interest for the region. Located
                          downtown and designed by HOK Sports Facilities Group
                          of Kansas City, the stadium features a 72,302-seat
                          open air complex with 104 luxury suites and extra-wide
                          concourses. Additionally, the Los Angeles-based
                          Transamerica Life Companies has transferred three
                          divisions to Charlotte since 1992 and has recently
                          completed a 10-story building downtown with
                          NationsBank. NationsBank Chairman Hugh L. Macon
                          estimates his company will require an additional 1.2
                          million square feet of space in downtown Charlotte by
                          the year 2000 for its expanding workforce. One of the
                          most visible new projects has been Trammel Crow's
                          750,000 square foot 30-story 201 South Tryon Building.

                          The suburban real estate markets have also been active
                          especially in South Charlotte around the Coliseum,
                          SouthPark and I-77 and in northeast Charlotte around
                          University Research Park. An 18-story office tower is
                          currently planned across from South Park Mall, which
                          will be the tallest building outside downtown
                          Charlotte. The impending completion of I-485 through
                          to Independence Boulevard has set the stage for new
                          development in this are including Bissell Companies'
                          414-acre Ballantyne development in which 104,000
                          square feet Ballantyne One building and golf course
                          are nearing completion. A retail community center is
                          also underway as part of this development. Queens
                          Properties began its planned $50 million 500,000
                          square foot office development, Professional Office
                          Center at University Research Park. Crossland
                          Commercial is developing a major mixed-use project,
                          University East Business Park on a 68 acre site.

                                                                              12
<PAGE>
 
                          There has been much speculation as to the development
                          of a fourth regional mall in Charlotte. Some possible
                          locations include Highway 74 in Matthews and Harris
                          Boulevard and I-77 in the North. Simon has announced
                          due diligence on a mall site in the Northeast along I-
                          85. Plans have been announced for a 1.5 million square
                          foot retail/entertainment complex at King Grant which
                          would be Charlotte's largest enclosed shopping mall.

                          In general, Charlotte's real estate market is strong
                          in certain sectors with most periods of high vacancy
                          directly related to overbuilding rather than to more
                          severe economic problems. Charlotte's diversified
                          economy and high quality of living creates an
                          attractive package for many relocating companies. The
                          following summarizes the major commercial real estate
                          markets in Charlotte. (An analysis of Charlotte's
                          apartment market will follow this section of our
                          report.)

                          RETAIL - In 1994 over 2.4 million square feet of new
                          retail space was added. Since 1995, the city's
                          Northeast submarket near the University City area, and
                          the South submarket near SouthPark and Carolina Place
                          Mall have experienced the highest growth rate. There
                          were two power centers anchored by Best Buy, Wal-Mart,
                          K-Mart, Sam's Club and Home Depot completed in 1995
                          which added 1.1 million square feet of retail space to
                          the Northeast submarket. 1996 saw considerable
                          activity in the grocery market, where New England
                          based Hannaford entered the market with five stores.
                          In light of this new competition, locally owned,
                          Harris Teeter rehabbed and expanded several locations,
                          built four new stores and announced three new
                          locations. Additionally, Win-Dixie has or is opening
                          nine new stores. Recent development has centered
                          around Pineville and Matthews in the south, the
                          University City area in the northeast and Davidson,
                          Cornelius and Huntersville in theNorth. Recent retail
                          development includes: Phillips Place, a specialty
                          retail center under construction in South Park, being
                          developed by the Harris Group including several
                          restaurants, theater and top-end retailer; Piper Glen
                          Center containing 467,000 square feet; and a new
                          467,000 square foot community center being developed
                          by Crossland at I-485 and Rea Road in the Southeast.
                          Another major retail projects include the
                          redevelopment of The Cotswold Mall to an upscale
                          shopping center.

                          In 1997, the Charlotte retail market contains 170
                          retail centers with over 30,000 square feet and over
                          21 million square feet of retail space. There are
                          three regional malls located in the Charlotte retail
                          market, Southpark, Eastland, and Carolina Place. The
                          recently completed Carolina Pavilion at the
                          intersection of Route 521 and Route 485 is Charlotte's
                          largest, unenclosed retail center totaling 800,000
                          square feet and featuring tenants such as, Marshall's,
                          Target, the Sports Authority, and an AMC Theater.
                          Another significant recently developed Power Center is
                          the villages at University Place which is
                          approximately 600,000 square feet.

                          Retail sales for Mecklenburg County in 1992, 1993, and
                          1994 totaled $8.94 billion, $9.99 billion, $10.88
                          billion, respectively and $12.07 billion in 1995.
                          Retail sales for Mecklenburg County totaled over $12.4
                          billion in 1996. The retail vacancy rate in Charlotte
                          averaged 8.3 percent during 1992, up slightly from 8.1
                          percent in 1991. The 1994 average vacancy rate in
                          Charlotte increased slightly to 10.02 percent but
                          declined again in 1995 to 9.0 percent. The 1996
                          average vacancy rate decreased to 7.8 percent. The
                          retail vacancy rate for 1997 increased to
                          approximately 13 percent.

                                                                              13
<PAGE>
 
                          OFFICE - Charlotte's office market is comprised of
                          over 25 million square feet of rentable space with 3.2
                          million square feet currently available. The office
                          market in Charlotte doubled in size over a period from
                          1982 to 1992. However, from 1992 to 1995 only 350,000
                          square feet of space was added. This slow growth trend
                          was reversed in 1996 when 2.75 million square feet was
                          added. There are eight major multi-tenant buildings
                          currently under construction totaling 1.5 million
                          square feet. Development activity is concentrated in
                          the Uptown, Southpark, and Highway 51 markets. The
                          citywide vacancy rate is 13 percent, up from 10.6
                          percent in 1996.

                          Charlotte's largest concentrations of office space are
                          the CBD (Uptown) and the Interstate Highway
                          77/Southwest and Southpark submarkets which benefit
                          from proximity to the airport and major highways. The
                          downtown (referred to as Uptown) submarket is
                          Charlotte's largest and contains 10.7 million square
                          feet with a vacancy rate of 9.5 percent. The increase
                          in vacancy from the 9.0 percent rate last year is
                          primarily due to the addition of the new 30-story
                          NationsBank/Trammel Crow project at 201 N. Tryon
                          Street. Other recent developments include Morehead
                          Place, which opened south of Uptown on East Morehead.
                          Another 15-story office tower is planned for North
                          Tryon and several other small buildings are under
                          construction The 1997 average rental rate for class A
                          space in the uptown area is up $0.60 over the past
                          year to $21.04 per square foot.

                          The suburban office market consists of 13.8 million
                          square foot. Southpark is the largest and most
                          prestigious submarket with 3.3 million square feet.
                          Suburban vacancies have increased from 10.2 percent in
                          1996 to 15.6 percent in 1997. This increase is largely
                          due to the amount of new construction added over the
                          past two years. Recent additions include: Queens
                          Properties' 310,000 square foot 6000 Fairview Building
                          in Southpark; Five Coliseum Center, a six-story
                          building near the Charlotte Coliseum; a new spec
                          building at Koger Equity's office park on Camel Road;
                          two new buildings in the Carnegie development by the
                          Bissell Companies; and in the north, First Union's
                          Customer Service Center recently expanded to 2 million
                          square feet and added two new mid-sized office
                          buildings. Average rents for suburban office space
                          range from $11.57 per square foot in the East to
                          $19.43 per square foot in South Park.

                          INDUSTRIAL - Due to its location, labor supply, and
                          infrastructure, Charlotte is ranked as the nation's
                          6/th/ largest distribution center, providing
                          employment for over 50,000 workers. In addition to
                          traditional textile and furniture, electronics and
                          metal working have significant presence. The Charlotte
                          industrial market has a vacancy rate in the 12 percent
                          range which is down from 1996 when the vacancy rate
                          was 14.0 percent.

                          Charlotte's largest concentrations of industrial space
                          are located in its southwest submarket. This area
                          contains approximately 40 percent of the city's 17.5
                          million square feet. New developments in the Southwest
                          include: Childress Klein's Brookwood Business Park;
                          Trammell Crow's Silverlake Distribution Center; and
                          Crescent Reseources' new eight-building park, Lakemont
                          West. North has recently become the second largest
                          submarket with over 2 million square feet added over
                          the past two years. Recent developments in the North
                          include: Crescent Resources' Crosspoint Center near
                          the 77/85 Interchange; Beacon Properties' Long

                                                                              14
<PAGE>
 
                        [NEIGHBORHOOD MAP APPEARS HERE]
<PAGE>
 
                             Creek business Center; The Keith Corporation's Twin
                             Lakes business Park; Childress Klein's Northpark on
                             I-77; and Trammel Crow's $20 million 740,000 square
                             foot distribution center at I-77 and Westinghouse
                             which will include four buildings and renovation of
                             the old Sears building

LIVABILITY/
QUALITY OF LIFE              Charlotte is located 765 feet above sea level,  
                             situated east of the Blue Ridge Mountains and 
                             west of the Atlantic Ocean, thereby providing a
                             sheltering effect from extreme temperatures.
                             Averages for the month of July are 79 degrees, and
                             January's average temperature registers at 39.3
                             degrees. Charlotte enjoys a frost-free season of
                             230 days from mid-March to mid-November. Average
                             annual participation totals 43 inches. Recreational
                             activities abound in Charlotte's 152 city-county
                             parks, 12 public and 13 private golf courses,
                             Paramount's Carowinds Entertainment Park, nearby
                             Lake Norman and Lake Wylie. Charlotte is home to
                             the NFL Carolina Panthers, NBA Charlotte Hornets,
                             Charlotte Knights AAA-baseball team, Charlotte Rage
                             (arena football), Charlotte Checkers (hockey team),
                             Carolina Vipers (soccer), and America's premier
                             NASCAR facility in the Charlotte Motor Speedway.
                             Cultural entertainment is available through The
                             Charlotte Symphony, Opera Carolina, The Mint Museum
                             of Art (with a collection of over 3,000 pieces),
                             the N.C. Dance Theatre and North Carolina
                             Blumenthal Performing Arts Center in uptown
                             Charlotte.

AREA CONCLUSION              Charlotte's major assets include a diversified
                             economic base, a growing population, low
                             unemployment rate in relation to the nation, and a
                             currently expanding infrastructure. A diversified
                             balance between commerce and industry offers a
                             stabilized economic base, with the current
                             developments in Charlotte's CBD revealing an
                             optimistic outlook for the Charlotte economy.
                             Although commercial lending is more cautious, the
                             general forecast for the Charlotte-Mecklenburg
                             region is for continued growth and a recovery in
                             some overbuilt real estate markets.

NEIGHBORHOOD
AREA DATA                    The Appraisal of Real Estate,  Eleventh  Edition 
                             ----------------------------
                             1996 defines a neighborhood as: "a group of
                             complimentary land uses." A neighborhood may be
                             characterized by such uses as residential,
                             commercial, industrial, recreational, agricultural,
                             cultural, and civic activities, or a mixture of
                             these uses. Analysis of the neighborhood in which a
                             particular property is located is important since
                             the various economic, social, physical, and
                             governmental forces which affect the neighborhood
                             also directly influence the individual properties
                             located within it. A discussion of these various
                             factors as they affect the value of the subject
                             property is presented as follows.

DELINEATION                  The subject neighborhood is located approximately 6
                             miles south of Charlotte's CBD. The subject
                             apartments are more specifically located at the
                             southeast corner of Quail Hollow Road and
                             Heathstead Place in the south central region of
                             Charlotte. The Hamptons at Quail Hollow Apartments
                             are both visible and accessible from Quail Hollow
                             Road and Heathstead Place. The subject's main
                             entrance is located on the east side of Quail
                             Hollow Road, which is a two-way, two-lane, asphalt-
                             paved thoroughfare. For purposes of this report,
                             the subject neighborhood is delineated by Fairview
                             Road to the north, State Highway 51 (Pineville
                             Matthews Road) to the south, Providence Road to the
                             east, and Park Road to the west.

                                                                              15
<PAGE>
 
ACCESS                       Access to other areas of Charlotte is direct and 
                             convenient via several major thoroughfares, which
                             are in the subject neighborhood, and via several
                             major freeways, which are outside, but directly
                             service the neighborhood. Due to the residential
                             nature of the subject neighborhood, most streets in
                             the subject's area are either secondary or
                             residential. Most of Charlotte's major
                             infrastructure leads to the CBD, creating a spoke-
                             like effect. Approximately 3 miles west of the
                             subject is Interstate Highway 77, one of
                             Charlotte's two major freeways, which provides
                             access from southwest Charlotte to the CBD.
                             Additionally, U.S. Highway 74 (Independence
                             Boulevard) which provides access from southeast
                             Charlotte/Matthews to the CBD is approximately 6
                             miles east of the subject.

STAGE OF DEVELOPMENT         Land uses in the area vary; however, the land uses
                             immediately surrounding the subject consist
                             primarily of single-family or multifamily
                             dwellings. Commercial development is found on State
                             Route 51 and on Fairview Road. The Southpark Mall,
                             which includes about 120 retailers, and other
                             retail and office developments are located at the
                             intersection of Fairview Road and Sharon Road, only
                             about one mile north of the subject property.
                             Moreover, the currently expanding Harris YMCA
                             which, offers members a full line of recreational
                             facilities is nearby at the intersection of Quail
                             Hollow Road and Sharon Road.

                             The southern area of the subject neighborhood is
                             considered to be one of Charlotte's growth areas.
                             The area between U.S. Highway 521 (Pineville Road)
                             and State Highway 16 (Providence Road) along State
                             Highway 51 (Pineville Matthews Road) is known as
                             Carmel Commons. This area has recently been
                             developed with restaurants, shopping centers, and
                             single-family housing developments. A large retail
                             and office development, The Arboretum, occupies all
                             four corners of the intersection of State Highways
                             16 and 51.

POLITICAL JURISDICTIONS      The subject property is located within the city of
                             Charlotte, county of Mecklenburg, and the Charlotte
                             Independent School District. Beverly Woods
                             Elementary School is immediately north of the
                             subject property while Quail Hollow Junior High
                             School and Mecklenburg Senior High School are about
                             1-mile southwest of the subject property.
                             Additionally, a private school, Charlotte Country
                             Day School, is located about 2 miles northeast of
                             the subject apartment complex. The subject is
                             governed by the City of Charlotte zoning ordinance.

UTILITIES/SERVICES           All utilities are available to the subject
                             neighborhood. Duke Power Company provides
                             electricity; Piedmont Natural Gas provides gas; the
                             City of Charlotte provides water and sewer;
                             Southern Bell provides telephone service; and the
                             Charlotte Department of Sanitation provides trash
                             service. Police and fire protection is also
                             provided by the City of Charlotte.

NEIGHBORHOOD CONCLUSION      The subject neighborhood is considered to be
                             convenient to the working and shopping areas of
                             Charlotte. Due to its location, substantial
                             residential base, and nearby retail facilities, it
                             is concluded that the subject neighborhood should
                             continue to be a viable multifamily market in the
                             future.

                                                                              16
<PAGE>
 
                        [MARKET AREA MAP APPEARS HERE]
<PAGE>
 
                            APARTMENT MARKET ANALYSIS
- --------------------------------------------------------------------------------

                             The Charlotte apartment market has recently
                             experienced increases in rental rates and
                             absorption; however, occupancies have decreased
                             slightly over the past year with the addition of
                             new apartment projects to the market. Overall, the
                             conservative community of Charlotte is considered
                             to favor single-family detached housing over
                             multifamily development. With steady population
                             growth and expanding construction of new
                             multifamily units underway, the Charlotte apartment
                             market is expected to adjust as vacancy rates begin
                             to rise with the completion of new construction
                             over the next year.

                             In our analysis, we have referenced statistical
                             data developed and published by the Charlotte
                             Apartment Association. The semiannual Charlotte
                                                                   ---------    
                             Apartment Report divides Metropolitan Charlotte
                             ----------------                      
                             into six pie-shaped submarkets, some of which are
                             broken down even further into two to four
                             sub-submarkets. For purposes of this report, we
                             have referred to the most recent issue, September
                             15, 1997. The subject is considered to be within
                             Charlotte's Southeast submarket which is generally
                             defined as the area south of Charlotte's CBD,
                             between South Road on the west and Randolph
                             Road/Sardis Road on the east. The Southeast
                             submarket is further divided into three
                             sub-submarkets. The subject apartment complex is
                             located within the "Southeast-3" sub-submarket
                             which is the area of the Southeast market south of
                             a boundary defined from west to east as Fairview
                             Road to Sharon Road to Old Providence Road to
                             Alexander Road to Pineville Matthews Road.
                             Reference is made to the facing map.

CHARLOTTE
APARTMENT MARKET

HISTORICAL OVERVIEW          As previously stated, the Charlotte apartment
                             market has recently experienced increases in
                             construction, rental rates, and absorption. The
                             outlook for Charlotte's apartment market continues
                             to be optimistic with significant new apartment
                             construction and expected growth in Charlotte's
                             employment.

SUPPLY/INVENTORY             In August 1997, the Charlotte and Mecklenburg
                             County apartment market consisted of 56,572 units.
                             Roughly 51 percent of these are two-bedroom units,
                             39 percent are one-bedroom, and 10 percent are
                             three-bedroom units. Charlotte's largest
                             concentrations of apartment development are in the
                             East submarket (19,568 units, or 34 percent of the
                             Charlotte apartment market), the Southeast
                             submarket (17,937 units, or 32 percent), and the
                             Northeast submarket (10,096 units, or 18 percent).
                             Combined, these three submarkets comprise 84
                             percent of the metropolitan Charlotte apartment
                             market.

                             Following is a brief history of permit activity in
                             the Charlotte multi-family market. Multi-family
                             construction activity declined sharply in 1990 to
                             1,555 units

                                                                              17
<PAGE>
 
                             compared to 4,183 the previous year. The decline
                             continued in 1991 and 1992 when 642 and 499 units
                             were permitted. In 1993 and 1994 the figures began
                             to increase, but were still low with 697 and 1,720
                             units added each year. In 1995, the number of
                             permits more than doubled from the previous year
                             with 3,834 units permitted. 1996 was a record year
                             with 4,230 units. Although 1997, has begun to show
                             a decline, the number of permits is still
                             impressive with 3,974 units. Additionally, there
                             were 3,906 apartment units in 21 communities under
                             construction in metropolitan Charlotte as of August
                             1997, with approximately 2,194 units proposed.

                             The majority of new apartment development has been
                             in the North, in the University area and Lake
                             Norman, although construction activity has also
                             been strong in the South. Most of the new
                             development has been upscale including many
                             amenities. Notable new developments in the
                             subject's Southeast submarket include: Phillips
                             Place developed by Post Properties near South Park
                             Mall; 270 units at Preserve at Ballantyne; 140 unit
                             Reserve developed by Hanover Realty on Sharon Road
                             West; 424 units at Marquis at Carmel Valley on
                             Pineville-Mattews Road; and 310 units at Ballantyne
                             Commons on Ballantyne Commons Parkway. Other
                             significant new developments include: Greystone
                             Crossing, a 300 unit project on Stoney Glen Drive
                             in the East and Huntersville Commons, a 200 unit
                             project in the North.

DEMAND/ABSORPTION            Absorption for the Charlotte apartment market is an
                             indicator of changes in demand for apartment units
                             in the Charlotte area. In 1990 and 1991, absorption
                             decreased from 1989 levels (2,063) to 1,643 units
                             and 328 units, respectively. However, absorption in
                             1992 increased to 2,501 units indicating "pent-up"
                             demand, with a decrease in 1993 to 1,097 units seen
                             as a corrective measure within the market. Largely
                             attributable to Charlotte's growing population and
                             the increased rate of apartment construction, the
                             absorption of 1,306 units in 1994 and 1,213 units
                             in 1995 indicated a stabilized absorption. However,
                             stronger than anticipated job growth during 1995 in
                             addition to the surge of new product in the market
                             caused absorption to "spike" with 3,150 units
                             absorbed in 1996. Absorption has continued to be
                             strong in 1997 with 3,073 units having been
                             absorbed. The average annual apartment absorption
                             in Charlotte for the 7-year period from 1990
                             through August 1997 has been 1,789 units.
                             Historical absorption figures for Charlotte as well
                             as the Southeast submarket can be found in a
                             following table.

PHYSICAL OCCUPANCY           Continuing the decline from 94.0 percent in 1990,
                             the average physical occupancy rate in the
                             Charlotte apartment market fell to 88.5 percent in
                             1991, but increased slightly to 91.3 percent in
                             1992. According to data obtained from the Charlotte
                             Apartment Association, occupancy rose again to 95.0
                             percent in 1993 and rose again to 96.9 percent in
                             1994, and remained at that level in 1995. The
                             citywide occupancy rate for Charlotte decreased
                             slightly to 96.0 percent in 1996 and then decreased
                             again to 94.7 percent in 1997. There was an
                             increase in construction

                                                                              18
<PAGE>
 
<TABLE> 
<CAPTION> 
- ------------------------------------------------------------------------------------------------------------------------------------
                                        AVERAGE PHYSICAL OCCUPANCY AND MONTHLY RENTAL RATES
                                              CHARLOTTE, NORTH CAROLINA - AUGUST 1997
- ------------------------------------------------------------------------------------------------------------------------------------
                 ALL UNITS                     ONE-BEDROOM                TWO-BEDROOM                       THREE-BEDROOM     
- ------------------------------------------------------------------------------------------------------------------------------------
  AREA  AVG.PHYS.  AVG.MO.   NO. OF  AVG.PHYS.   AVG.MO.    NO.OF   AVG.PHYS.   AVG.MO.    NO.OF   AVG.PHYS.  AVG.MO.    NO.OF
        OCCUPANCY  RENTS/SF  UNITS   OCCUPANCY   RENT/SF    UNITS   OCCUPANCY   RENT/SF    UNITS   OCCUPANCY  RENT/SF    UNITS  
<S>     <C>        <C>       <C>     <C>         <C>        <C>     <C>         <C>        <C>     <C>        <C>        <C> 
   NE      94.7%    $0.69    10,096     96.1%    $0.77      3,765    93.9%       $0.65     5,154    93.5%      $0.63     1,177    
   E       95.2%     0.69    19,568     96.5%     0.76      8,335    94.5%        0.64     9,614    92.9%       0.59     1,619    
   SE      94.5%     0.76    17,937     94.6%     0.83      7,090    94.4%        0.72     9,167    94.7%       0.70     1,680    
   SW      94.3%     0.68     3,782     94.3%     0.76      1,354    94.0%        0.64     1,905    95.6%       0.58       523    
   NW      97.7%     0.52     3,109     97.8%     0.60        757    97.8%        0.50     1,982    97.0%       0.50       370    
   N       87.3%     0.80     1,480     89.1%     0.87        549    88.3%        0.75       758    77.5%       0.80       173    
   DN      93.7%     0.90       600     92.8%     0.92        429    95.9%        0.84       170    100%        0.28         1    
- ------------------------------------------------------------------------------------------------------------------------------------
 Total     94.7%   $0.711    56,572     95.5%    $0.79      22,279   94.4%       $0.67    28,750     93.6%     $0.64     5,543    
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE> 
<PAGE>
 
                             with 4,230 new apartment units added in 1996, and a
                             slightly smaller amount (3,974) in 1997. These
                             figures indicate that it may be a couple years
                             before this inventory is absorbed. Therefore
                             occupancy rates are expected to be stable to
                             declining over the next few years. A history of
                             Charlotte's apartment construction, absorption, and
                             average physical occupancy is as follows:


                                   HISTORY OF THE CHARLOTTE APARTMENT MARKET  
                             ---------------------------------------------------
                                                        ABSORPTION            
                                                    -------------------        
                                  CONSTRUCTION/                               
                                  BUILDING PERMITS           SOUTHEAST AVERAGE
                             YEAR   (# OF UNITS)   CHARLOTTE SUBMARKET OCCUPANCY
                             ---------------------------------------------------
                              1986          2,159      2,807       756   90.9%
                              1987          2,453      2,918       441   92.6%
                              1988          2,227      1,344        97   94.0%
                              1989          4,183      2,063       315   93.4%
                              1990          1,555      1,643        53   92.6%
                              1991            642        328       335   88.5%
                              1992            499      2,501       597   91.3%
                              1993            697      1,097       177   95.0%
                              1994          1,720      1,306       222   96.9%
                              1995          3,834      1,213       434   96.9%
                              1996          4,230      3,150     1,383   96.0%
                              1997          3,974      3,073       858   94.7%


MONTHLY RENTAL RATES         Rental rates are determined by supply and demand.
                             Therefore, it can be expected that the trend of
                             apartment rents would be a reflection of the
                             overall multifamily environment. Rental rates
                             typically increase as a result of an increase in
                             demand, or a decrease in supply. Rental rates
                             stagnated from 1990-1992, measuring a paltry 0.8
                             percent average annual increase; however, over the
                             last three years rates have increased at an average
                             annualized pace of 7.9 percent. According to the
                             Charlotte Apartment Association's survey,
                             Charlotte's August 1997 average overall apartment
                             rental rates increased an average of $30.00 or
                             approximately 5.0 percent since August 1996. As of
                             August 1997, Charlotte's average monthly rents
                             (excluding electricity) for apartment units were:
                             $555 for a one-bedroom unit averaging 706 square
                             feet ($0.79 per square foot):, $653 for a two-
                             bedroom unit averaging 980 square feet ($0.67 per
                             square foot):, and $802 for a three-bedroom unit
                             averaging 1,267 square feet ($0.64 per square
                             foot). The average monthly rent for all Charlotte
                             apartment units was $0.711 per square foot. The
                             highest average monthly rents per square foot are
                             found in the Downtown and North submarkets. A
                             summary of August 1997 average occupancy and
                             monthly rental rates for the entire Charlotte
                             apartment market is shown on the facing page.

SUMMARY                      Approximately 2,240 units have been added to the
                             market during the six month period ending August
                             15, 1997, yet the Charlotte Apartment Association
                             reports the current supply of vacant units in
                             Charlotte at 2,972 units, or 5.3 percent. Adding
                             the 3,906 units currently under construction,
                             vacant apartment units would increase to 6,878.
                             Charlotte's healthy and expanding economy is
                             currently producing steady population and
                             employment growth estimated at an annual rate

                                                                              19
<PAGE>
 
                             of 2.5 and 2.6 percent, respectively. However, as
                             new multifamily construction is completed vacancy
                             rates are expected to rise slightly. With a
                             projected total of 56,572 units in the market,
                             about 5 percent will be physically vacant due to
                             turnover, or 2,829 units. Over the past six years,
                             Charlotte's apartment market has maintained an
                             average annual absorption rate of approximately
                             1,800 units. Considering this information, annual
                             absorption is projected at 1,800 units; therefore,
                             the remaining 4,049 apartment units (6,878-2,829)
                             will be absorbed in approximately two to two and
                             one half years. As a result of new construction
                             combined with the potential of the 2,194 units
                             currently proposed, supply may begin to outpace
                             demand in Charlotte. The Charlotte apartment market
                             is expected to stabilize at 95 percent physical
                             occupancy.

SUBJECT APARTMENT
SUBMARKET

SUPPLY/INVENTORY             The subject's Southeast apartment submarket
                             consists of 17,937 or 32 percent of the entire
                             Charlotte market. As of August 1997, there were a
                             total of 1,864 new apartment units under
                             construction in the submarket with 1,075 new units
                             proposed. Within this submarket, the subject's
                             Southeast-3 submarket consists of 10,415 units, or
                             58 percent of the Southeast submarket. Of the 1,864
                             new units under construction in the Southeast
                             submarket, 94% or 1,760 are in the Southeast-3
                             submarket. Additionally, 81% of the proposed units
                             in the Southeast submarket, or 872 units are
                             proposed for the Southeast-3 submarket.

DEMAND/ABSORPTION            Recent historical absorption for the subject's
                             Southeast submarket is summarized on page 19. The
                             average annual apartment absorption in Charlotte's
                             Southeast submarket for the six-year period from
                             1990 through 1995 was 303 units. In 1996 absorption
                             hit an all-time high in the Southeast submarket of
                             1,383 units. The 1997 absorption, while still a
                             healthy 858 units, declined from the record level
                             of the previous year.

PHYSICAL OCCUPANCY           The Southeast apartment submarket has one of the
                             highest occupancy rates in the Charlotte apartment
                             market. As of August 1997, the average physical
                             occupancy in the Southeast submarket was 94.5
                             percent, down from 96.0 and 96.9 percent in 1995
                             and 1996, respectively. Among the three Southeast
                             sub-submarkets, Southeast-2 indicated the highest
                             occupancy at 96.2 percent while the subject's
                             submarket (SE-3) indicated the lowest occupancy at
                             93.6 percent.

MONTHLY RENTAL RATES         For August 1997, the average monthly rental rate
                             for all units in the Southeast submarket was $0.76
                             per square foot per month, which is about 9.1 and
                             2.7 percent higher than in August 1995 and 1996,
                             respectively. Among the three Southeast sub-
                             submarkets, Southeast-3 indicated the highest
                             average rental rate at $0.77 per square foot per
                             month, while Southeast-l and Southeast-2 indicated
                             average rental rates of $0.76 per square foot per
                             month. A summary of the Southeast submarket average
                             physical occupancy and monthly rental rates as of
                             August 1997 is shown on the facing page.

                                                                              20
<PAGE>
 
<TABLE> 
<CAPTION> 
- ------------------------------------------------------------------------------------------------------------------------------------
                                     AVERAGE PHYSICAL OCCUPANCY AND MONTHLY RENTAL RATES
                                            CHARLOTTE, NORTH CAROLINA - AUGUST 1997
- ------------------------------------------------------------------------------------------------------------------------------------
                  ALL UNITS                  ONE-BEDROOM                     TWO-BEDROOM                 THREE-BEDROOM
- ------------------------------------------------------------------------------------------------------------------------------------
<S>      <C>          <C>       <C>      <C>          <C>       <C>     <C>         <C>        <C>     <C>         <C>       <C> 
  AREA   AVG. PHYS.   AVG. MO.   NO. OF   AVG. PHYS.  AVG. MO.  NO. OF  AVG. PHYS.  AVG. MO.   NO. OF  AVG. PHYS.  AVG. MO.  NO. OF
         OCCUPANCY    RENT/SF    UNITS    OCCUPANCY   RENT/SF   UNITS   OCCUPANCY   RENT/SF    UNITS   OCCUPANCY   RENT/SF   UNITS
  SE-1     95.5%       $0.76     3,561     95.8%      $0.83     1,588     95.0%      $0.72     1,732     95.9%      $0.70     241
  SE-2     96.2%        0.76     3,961     95.2%       0.86     1,272     96.9%       0.72     2,097     96.1%       0.68     592
  SE-3     93.6%        0.77    10,415     93.9%       0.83     4,230     93.3%       0.72     5,338     93.4%       0.72     847
- ------------------------------------------------------------------------------------------------------------------------------------
 Total     94.5%       $0.76    17,937     94.6%      $0.84     7,090     94.4%      $0.72     9,167     94.7%      $0.70   1,680 
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE> 
<PAGE>
 
SUMMARY                      The August 1997 supply of vacant units in the
                             subject's Southeast apartment submarket was 983
                             units. Adding the 1,864 new apartment units under
                             construction reflects 2,847 vacant units. Allowing
                             for a 5 percent stabilized vacancy of all units
                             (existing and under construction) 2,704 units would
                             be available. Based on this analysis the market
                             would have to absorb 1,807 units to achieve a
                             stabilized occupancy of 95 percent. If much of the
                             1,075 units that are proposed are built, this
                             submarket will see a slight decrease in its
                             occupancy over the short term.

                             A recent rent roll as of November 7, 1997,
                             indicates the subject had 10 out of 232 units
                             vacant or unrented, reflecting a physical occupancy
                             of 95.7 percent. This figure is above the August
                             1997 average of 94.7 percent indicated by the
                             entire Charlotte apartment market, as well as the
                             August 1997 average indicated by the Southeast
                             submarket of 94.5 percent and the Southeast-3
                             sub-submarket of 93.6 percent. The economic
                             occupancy of the subject as of November 7, 1997 is
                             89.2 percent. The difference between physical and
                             economic vacancy is attributable to the difference
                             between contract and market rent, and rent
                             concessions. Due to the subject's location,
                             condition, and overall appeal, it is expected to
                             maintain an economic occupancy of 95 percent in the
                             first year of our discounted cash flow and remain
                             at that stabilized level throughout the remainder
                             of the projection period.

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

LOCATION                     The subject site is located at the southeast corner
                             of Quail Hollow Road and Heathstead Place. The
                             physical address of the subject property is 4401
                             Hampton Ridge Drive, Charlotte, Mecklenberg County,
                             North Carolina.

SIZE AND SHAPE               The subject site contains a total of 33.11 acres.
                             The tract has frontage along the east line of Quail
                             Hollow Road and along the south line of Heathstead
                             Place.

ACCESS AND VISIBILITY        Access to the subject site is provided by a
                             doublewide, asphalt-paved driveway along Quail
                             Hollow Road. Additional ingress and egress is
                             possible on Heathstead Place, which is a two-way,
                             four-laned, asphalt-paved thoroughfare with
                             concrete curbs and sidewalks. Overall, visibility
                             of and accessibility to the site are considered
                             good.

LEGAL DESCRIPTION            The subject may be legally described as 33.11
                             acres, M20-730 Quail Hollow, Charlotte, Mecklenberg
                             County, North Carolina.

ZONING                       The subject site is zoned "R-l2MF" Multifamily
                             Residential District by the City of Charlotte. The
                             permitted uses under this district include
                             single-family houses, duplexes, and multifamily
                             buildings and developments. Certain nonresidential
                             uses of a public or semipublic nature are also
                             permitted. Under the "R-l2MF" zoning district, the
                             area, yard, and height regulations applicable to
                             the subject as a multifamily dwelling are as
                             follows:

                               Minimum lot area.....................11,500 SF
                               Minimum lot width...................... 55 feet
                               Minimum side yard...................... 20 feet
                               Minimum setback........................ 30 feet
                               Minimum rear yard...................... 50 feet
                               Minimum unobstructed open space........ 50%
                               Maximum height......................... 40 feet

                             Based on the above, the subject improvements are
                             considered to be a legally conforming use to
                             current applicable zoning regulations.

EASEMENTS AND
ENCUMBRANCES                 A physical inspection of the site did not reveal
                             any easements adversely affecting the subject
                             property. For the purpose of this appraisal, the
                             appraisers assume that the subject's value or
                             marketability is not adversely affected by any
                             existing easements.

UTILITIES AND DRAINAGE       All utilities are available to the site including
                             sanitary sewer, water, electricity, natural gas,
                             and telephone. According to the National Flood
                             Insurance Program, Flood Insurance Rate Map
                             (Community Panel 370158 0355 A, dated February 1,
                             1981) the site is located in Zone C, an area of
                             minimal flooding. Drainage of the

                                                                              22
<PAGE>
 
                             site appears to be adequate; however, the project
                             manager indicated that sump pumps have been
                             installed in two buildings to facilitate drainage.

TOPOGRAPHY AND SOIL
CONDITIONS                   The subject site's topography is rolling and
                             generally below street grade. 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. Upon inspection,
                             the soil at the subject site appeared to be a dark
                             clay mixed soil.

SURROUNDING PROPERTY
USES                         North: Heathstead Place, with Beverly Woods 
                                    Elementary School beyond 
                             South: Single-family residences
                             East:  Condominiums
                             West:  Quail Hollow Road, with multifamily
                                    development (Alexander Place Apartments)
                                    beyond

PRESENT USE                  The subject site is currently improved with a 232-
                             unit apartment project known as The Hamptons at
                             Quail Hollow Apartments which were constructed in
                             1985/86 and are considered in good condition.
                             Please refer to the following section of this
                             report for further discussion of the subject
                             improvements.

REAL ESTATE TAXES            According to the Mecklenberg County Assessor's
                             Office, the subject property's tax assessor parcel
                             number is 209-541-01. The subject is located within
                             the City of Charlotte and the County of Mecklenberg
                             taxing jurisdictions. The subject property's 1997
                             assessment is unchanged since 1994 at $10,075,250,
                             which represents 100 percent of the assessor's
                             appraised value. The 1997 real estate taxes for the
                             subject property based on the operating statement
                             and actual taxes were $134,465. The subject's
                             estimated 1998 taxes, based on a 4% increase from
                             the 1997 figure, are estimated at $139,901.

SITE CONCLUSION              The subject site is located in the southern portion
                             of the city of Charlotte in North Carolina or more
                             specifically, at the southeast corner of Quail
                             Hollow Road and Heathstead Place. The site contains
                             33.11 acres. The subject site has good access and
                             visibility and has all utilities available. The
                             size and shape of the subject site lend well to a
                             variety of development possibilities; however, the
                             site's location, surrounding improvements, and
                             current zoning make the site more conducive to
                             multifamily residential usage.

                                                                              23
<PAGE>
 
                           [FLOOR PLAN APPEARS HERE]
<PAGE>
 


                                 IMPROVEMENTS
- --------------------------------------------------------------------------------

                             The subject site, a 33.11-acre tract of land, is
                             improved with a two-story apartment project (with a
                             sublevel) known as The Hamptons at Quail Hollow
                             Apartments. The improvements consist of 232
                             apartment units contained in 24 buildings
                             constructed in 1985/86. The net rentable area is
                             245,282 square feet. Please note the net rentable
                             area has changed slightly from previous reports
                             based on the most recently provided subject rent
                             roll (November 7, 1997). Also situated on the site
                             is a leasing office/clubhouse, swimming pool,
                             jacuzzi, two tennis courts, and one mail room.

                             There are eight basic floor plans for the 232
                             apartment units. The basic features of these floor
                             plans are as follows:

<TABLE> 
<CAPTION> 
                                     NO. OF UNITS    DESCRIPTION     SIZE (SF)    TOTAL SF
                                --------------------------------------------------------------
                                <S>                  <C>            <C>           <C> 
                                           20          1BR/1BA         770-784      15,512
                                            8          1BR/1BA*            860       6,880
                                           48          2BR/1BA         945-960      45,780
                                            8          2BR/1BA/*    1,040-1,055      8,380
                                          108          2BR/2BA       1,090-1105    118,710
                                           20          2BR/2BA*      1,180-1190     23,700
                                           16          3BR/2BA           1,295      20,720
                                            4          3BR/2BA*          1 400       5,600
                                          ---                            -----     -------
                                          232                            1,057     245,282
</TABLE>

                             * sun room

                             As seen in the figures above, the total net
                             rentable area of 245,282 square feet divided by the
                             total of 232 apartment units results in an average
                             of 1,057 square feet per unit. There are a total of
                             28 one-bedroom units, 184 two-bedroom units, and 20
                             three-bedroom units.

                             The land area is 33.11 acres, resulting in a
                             density of 7.01 units per acre. Based on the zoning
                             regulations of 50 percent unobstructed open space,
                             the density is 14.01 units per acre. The parking
                             consists of approximately 450 open spaces, of
                             asphalt construction, which is 1.94 spaces per
                             unit. The parking ratio is within industry
                             standards.

FOUNDATION                   Steel reinforced concrete slab.

FRAMING                      Wood framed.

ROOF                         Pitched with asphalt shingles over plywood decking.

                                                                              24
<PAGE>
 


EXTERIOR                      Vertical wood siding with aluminum-framed windows.

INTERIOR FINISH
   Ceiling:                   Painted and textured gypsum board.
   Walls:                     Painted and textured gypsum board.
   Floors:                    Combination of carpeting over pad and vinyl tile
                              flooring.

PLUMBING                      All fixtures, drainage systems, equipment, and hot
                              water heaters assumed to comply with City of
                              Charlotte and national building codes.

HVAC                          All electric, individual package system which
                              provides heating and cooling with individually
                              controlled thermostats.

ELECTRICAL                    Switch-type circuit breakers, 120/240-volt single-
                              phase service, with each apartment individually
                              metered. Each unit has adequate electrical outlets
                              and ceiling-mounted light fixtures.

SITE IMPROVEMENTS             Concrete sidewalks, asphalt-paved parking areas,
                              swimming pool, jacuzzi, two concrete tennis
                              courts, leasing office/clubhouse, and a mail room.

LANDSCAPING                   Mature trees and hedges, grass covered common
                              areas and well-maintained flower beds.

AGE AND CONDITION             The subject property was built in 1985/86
                              reflecting an actual age of eleven/twelve years.
                              The property has been well maintained and reflects
                              an effective age equal to that of its actual age
                              of about eleven years.

SITE AREA                     The subject site has an irregular shape and
                              contains a total of 33.11 acres.

DEFERRED MAINTENANCE          The subject improvements are in good condition
                              overall; however, some deferred maintenance was
                              noted upon inspection such as roof replacement,
                              gutter installation, carpet and appliance
                              replacement, pool/jacuzzi repair, and landscaping.
                              Based on estimations of the property manager and
                              further discussions with regional management, the
                              cost to cure the deferred maintenance is $249,152
                              as outlined below.

                              Roof replacement..........................$72,000
                              Gutter installation........................15,000
                              Tie wall replacements......................25,000
                              Carpet replacement.........................44,000
                              Appliance replacement.......................5,700
                              Window cleaning.............................4,000
                              Pressure wash...............................3,000
                              Pool furniture..............................6,500
                              HVAC replacements...........................5,000

                                                                              25
<PAGE>
 

                                                                    
                              Interior upgrades..........................18,000
                              Landscaping................................30,552
                              Address signage.............................7,000
                              Pool related................................3,800
                              Plumbing/Electrical.........................3,000
                              Strom drain covers..........................2,100
                              Water heaters...............................4,500
                                                                       --------
                              Total:                                   $249,152

CONCLUSIONS                   The subject improvements, consisting of 232 units
                              contained in 24 buildings, were constructed in
                              1985/86 on a 33.11-acre site and are in good
                              condition overall. The improvements have been well
                              maintained.

                                                                              26
<PAGE>
 


                              SUBJECT PHOTOGRAPHS
- --------------------------------------------------------------------------------


                            [PICTURE APPEARS HERE]


                   Exterior view of clubhouse/leasing office

                            [PICTURE APPEARS HERE]

         Exterior rear view of clubhouse/leasing office and pool area
<PAGE>
 


                            [PICTURE APPEARS HERE]

             Interior view of clubhouse/leasing office entry area


                            [PICTURE APPEARS HERE]

             Interior view of clubhouse/leasing office living room
<PAGE>
 


                            [PICTURE APPEARS HERE]

                            Exterior view of units


                            [PICTURE APPEARS HERE]

            View of interior street showing units in the background
<PAGE>
 


                            [PICTURE APPEARS HERE]


                 Interior view of Unit 108 living room (model)


                            [PICTURE APPEARS HERE]


           Interior view of Unit 108 dining area and kitchen (model)
<PAGE>
 


                            [PICTURE APPEARS HERE]

                   Interior view of Unit 108 bedroom (model)


                            [PICTURE APPEARS HERE]

                Interior view of Unit 205 living room (vacant)
<PAGE>
 


                            [PICTURE APPEARS HERE]

                  Interior view of Unit 205 kitchen (vacant)
<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, tenth Edition, defines highest and best use as:
                         ------

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

                         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             LEGAL PERMISSIBILITY - As discussed in the Site, the
                         subject site is zoned "R-12MF" Multifamily Residential
                         District by the City of Charlotte. The permitted uses
                         under this district include single-family houses,
                         duplexes, and multifamily buildings and developments.

                         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 has an irregular shape and encompasses
                         a total of 33.11 acres, allowing for full physical
                         utilization of the site. The site has frontage along
                         the east line of Quail Hollow Road and along the south
                         line of Heathstead Place. The topography of the site is
                         rolling. Drainage appears to be adequate. The site is
                         located in Flood Zone "C," an area of minimal flooding.
                         Upon inspection, it was noted that the subject site is
                         not adversely affected by any easements, which traverse
                         the property.

                         The subject site's location, good access, visibility,
                         and surrounding uses make it conducive to most
                         residential uses as permitted under current zoning.
                         However, based upon the subject site's rolling
                         topography and densely wooded acreage, it is believed
                         that apartment development is the most physically
                         feasible. Therefore,

                                                                              27
<PAGE>
 


                         after considering all of the physical characteristics
                         of the site noted above plus other data in the
                         Description of the Site section of this appraisal
                         report, physically possible land uses would include a
                         variety of residential development such as apartments,
                         condominiums, townhouses, or single-family detached
                         dwellings.

                         FINANCIAL FEASIBILITY - Financial feasibility is
                         directly proportional to the amount of net income that
                         could be derived from the subject. The financial
                         feasibility of a development can also be viewed as a
                         function of supply and demand. Therefore, the
                         feasibility of single-family and multifamily use for
                         the subject site must be tested.

                         A brief history of Charlotte's single family home
                         market will provide insight into the feasibility of
                         this type of development. Growth for the single-family
                         residential market in Charlotte slowed in 1990 and
                         1991. From 1989 to 1990, construction of new single-
                         family homes in Charlotte declined from 4,283 to 3,650.
                         The average price of an existing home also declined
                         from $113,931 in 1989 to $113,570 in 1990. The median
                         sale price of a new home in Charlotte was approximately
                         $125,000 in 1990. The slowest home-building year in
                         Charlotte since 1985 was 1991 when only 3,413 units
                         were permitted. This represents a 14.3 percent decline
                         in permitted units from 1990. In 1992, however, permits
                         were up 30 percent and sales of existing houses
                         increased by 17.3 percent. This positive trend reversed
                         itself due to economic uncertainties and fluctuations
                         in mortgage interest rates and the annual growth rate
                         for residential building permits declined from 1993 to
                         1995. Construction permits issued for single-family
                         construction in 1993, 1994, and 1995 totaled 5,283,
                         5,505, and 5,520, respectively. These figures calculate
                         to annual growth rates of 16.1, 4.2, and 0.3 percent,
                         respectively. Then, in 1996, sales of single family
                         homes shot up 20 percent and are currently at record
                         levels. The median price increased 7.5 percent, which
                         was the best gain in ten years. Permits were up 20
                         percent in 1996 and a record 12,000 single-family homes
                         were built. It is not expected that this pace will
                         continue and approximately 10,000 single-family home
                         permits are estimated for 1997. Despite all the recent
                         new development, the market is not expected to become
                         overbuilt due to the stronger than predicted employment
                         growth which continues to attract job seekers.

                         The subject's neighborhood is an affluent older
                         residential area of Charlotte. Most of the land in this
                         area of Charlotte has been developed. Therefore, land
                         values in this area are higher than in less developed
                         areas, further from the CBD. Consequently, development
                         of this property for single-family use would have to be
                         high density in order to achieve the necessary return
                         to the land. It is our opinion that the market would
                         require two or more years before there is a great
                         enough demand for new single-family development in this
                         area of Charlotte.

                         Following is a brief history of the apartment market in
                         Charlotte. Beginning in 1990, the Charlotte apartment
                         market saw significant declines in development
                         activity. From 1989 to 1990, new apartment construction
                         declined from 4,183 to 1,555 units. Construction
                         activity did not resume at significant levels until
                         1994 when 1,720 units were built. The period from 1995
                         to 1997 was record levels of activity with 3,834;
                         4,230; and 3,974 new units each year. Despite all the
                         new product, vacancy has remained low at 3 percent to 4
                         percent from 1994 to 1996.

                                                                              28
<PAGE>
 


                         The vacancy rate has increased slightly to 5.3 percent
                         in 1997. Absorption declined sharply from 1990 (1,643
                         units) to 1991 when only 328 units were absorbed.
                         Absorption rebounded in 1992 to 2,501 units but then
                         declined in 1993 to 1,097 units. Absorption was 1,306
                         units and 1,213 units in 1994 and 1995 and then more
                         than doubled in 1996 to 3,150 units. Absorption
                         remained strong in 1997 with 3,073 units. Rental rates
                         remained stable for the three year period from 1990 to
                         1992 at $.52 and $.53 per square foot. Rates have been
                         steadily increasing since then from $.55 in 1993 to
                         $.58 in 1994, $.63 in 1995, $.67 in 1996 and $.70 in
                         1997.

                         The Southeast submarket has witnessed similar trends in
                         construction activity, absorption and vacancy, but has
                         historically outperformed the citywide averages for
                         occupancy and average rental rate. The 1997 occupancy
                         rate in the southeast submarket was slighter lower than
                         the citywide average at 94.5 percent and the average
                         rental rate was higher at $.764 per square foot per
                         month. Based on the above, it is our opinion that the
                         subject market's rental rates and occupancies justify a
                         moderate amount of new construction.

                         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 produce
                         an adequate return on costs. 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 or high-density single-
                         family/townhouses conducive to the subject site would
                         produce the highest net return over the longest period
                         of time.

                         In summary, both the single-family home and the
                         multifamily apartment market have shown signs of
                         improvement over the past tow years after a declining
                         period. The subject is well located in a prominent area
                         of Charlotte. 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.
                         The first reason is 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:

                         LEGAL PERMISSIBILITY - The subject site is zoned
                         "R-12MF," Multifamily Residential District by the City
                         of Charlotte, allowing single-family, duplex, and
                         multifamily use. The subject has a lot coverage,
                         setbacks, and density, all of which are estimated to be
                         satisfying the current zoning ordinance. The subject
                         property is considered a legally conforming use.

                                                                              29
<PAGE>
 

                         PHYSICAL POSSIBILITY - Based on the subject's size
                         (33.11 acres), configuration (irregular), the
                         improvements' positioning relative to the subject site,
                         and the restrictions imposed by the City of Charlotte,
                         it is felt that the subject's improvements employ the
                         maximum use of the site as developed. Moreover, the
                         subject property contains comparable project amenities
                         when compared to competing projects.

                         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. The subject property
                         produces a positive return on market value and hence is
                         financially feasible. In addition, the estimated
                         present value, as improved, exceeds the value of the
                         land.

                         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. However, the present
                         improvements are not considered to be the optimum use
                         due to the age of the improvements and existing
                         deferred maintenance.

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

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

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

                             The Cost Approach was not used as this method of
                             valuation is typically the least reliable indicator
                             of value in 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.

                                                                              31
<PAGE>
 
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.

                             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> 
- --------------------------------------------------------------------------------------------------------------
                                         NORTH CAROLINA AREA                                                            
                                            IMPROVED SALES                                                               
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
SALE                                SALE     CASH EQUIV.    YEAR    NO. OF     NRA       OCCUP.       NOI/SF
NO.    NAME/LOCATION                DATE     SALE PRICE     BUILT   UNITS    AVG/UNIT    AT SALE       /UNIT 
- --------------------------------------------------------------------------------------------------------------
<S>    <C>                          <C>      <C>            <C>     <C>      <C>         <C>          <C>     
1      Montclair Parc               08/97    $21,013,000    1995    300      284,256      96%         $ 7.11 
       7201 Shannopin Drive                                                    948                    $6,739 
       Charlotte, NC                                                                                         
- --------------------------------------------------------------------------------------------------------------
2      The Oaks                     06/97    $20,250,000    1996    318      280,948      97%         $ 6.48 
       4915 Misty Oaks Drive                                                   883                    $5,725 
       Charlotte, NC                                                                                         
- --------------------------------------------------------------------------------------------------------------
3      Oakwood Gardens              05/97    $23,500,000    1996    288      321,190      80%         $ 6.40 
       2305 New England Street                                                1,115                   $7,140 
       Charlotte, NC                                                                                         
- --------------------------------------------------------------------------------------------------------------
4      Stoney Pointe                03/97    $17,305,000    1991    400      361,520      91%         $ 4.27 
       4616 Stoney Trace Drive                                                 904                    $3,864 
       Charlotte, NC                                                                                         
- --------------------------------------------------------------------------------------------------------------
5      Providence Square            02/97    $20,510,000    1969    473      620,948      99%         $ 3.68    
       100 Providence Square                                                  1,313                   $4,830 
       Charlotte, NC                                                                                         
- --------------------------------------------------------------------------------------------------------------
6      The Regency                  12/96    $11,200,000    1988    178      164,724      94%         $ 6.27  
       4817 Wateer Oak Drive                                                   925                    $5,801 
       Charlotte, NC                                                                                         
- --------------------------------------------------------------------------------------------------------------
7      Fairways at Piper Glen       10/96    $24,500,000    1996    336      317,208      92%         $ 7.18 
       6200 Birkdale Valley Drive                                              944                    $6,781 
       Charlotte, NC                                                                                         
- --------------------------------------------------------------------------------------------------------------
       SUBJECT                                              1985/   232      245,282      96%         $ 5.36 
       Hampton Apartments                                   1986              1,057                   $5,665 
       4401 Hampton Ridge                                                                                    
       Charlotte, NC                                                                                         
- ---------------------------------------------------------------------------------------------------------------

<CAPTION> 
- ---------------------------------------------------------------------------------------------------------------
                                                  NORTH CAROLINA AREA
                                                     IMPROVED SALES
- --------------------------------------------------------------------------------------------------------------
                                                  CASH EQUIVALENT PRICE                       
- --------------------------------------------------------------------------------------------------------------
SALE                                  PER        PER        OVEALL           EXPENSE   
NO.    NAME/LOCATION                  SF        /UNIT       RATE      EGRM    RATIOS  
- --------------------------------------------------------------------------------------------------------------
<S>    <C>                           <C>       <C>         <C>       <C>     <C>   
1      Montclair Parc                $73.92    $70,043      9.62%    7.10    .31694    
       7201 Shannopin Drive                                                             
       Charlotte, NC                                                                    
- --------------------------------------------------------------------------------------------------------------
2      The Oaks                      $72.08    $63,679      8.99%    7.23    .34983     
       4915 Misty Oaks Drive                                                            
       Charlotte, NC                                                                    
- --------------------------------------------------------------------------------------------------------------
3      Oakwood Gardens               $73.17    $81,597      8.75%    7.93    .30613  
       2305 New England Street                                                          
       Charlotte, NC                                                                    
- -------------------------------------------------------------------------------------------------------------- 
4      Stoney Pointe                 $47.87    $43,263      8.93%    6.36    .43172    
       4616 Stoney Trace Drive                                                          
       Charlotte, NC                                                                    
- --------------------------------------------------------------------------------------------------------------
5      Providence Square             $33.03    $43,362     11.13%    4.60    .48752    
       100 Providence Square                                                            
       Charlotte, NC                                                                    
- --------------------------------------------------------------------------------------------------------------
6      The Regency                   $67.99    $62,921      9.22%    7.07    .34828    
       4817 Wateer Oak Drive                                                            
       Charlotte, NC                                                                    
- --------------------------------------------------------------------------------------------------------------
7      Fairways at Piper Glen        $77.24    $72,917      9.30%    7.31    .32060                          
       6200 Birkdale Valley Drive                          
       Charlotte, NC                                       
- --------------------------------------------------------------------------------------------------------------
       SUBJECT                                                                .3750 
       Hampton Apartments                                  
       4401 Hampton Ridge          
       Charlotte, NC               
- --------------------------------------------------------------------------------------------------------------
</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 sales used
                           ranged from October of 1996 to August of 1997.
                           Reference is made to the individual sales data
                           included in the Addenda section of this report.

                           SALE 1 is an apartment complex containing 300 units
                           in 284,256 square feet of rentable area. The average
                           unit size of a unit is 948 square feet. The apartment
                           community was developed in 1995 and is situated on
                           22.35 acres. The unit density is 13.42 units per
                           acre. The property sold in August of 1997 for $73.92
                           per square foot or $70,043 per unit and totaled
                           $21,013,000. This sale is inferior to the subject in
                           terms of average unit size, but larger in total
                           number of units. This sale is similar to the subject
                           in terms of location and occupancy. The sale is
                           superior to the subject in terms of age, net
                           operating income per square foot and per unit.

                           SALE 2 sold in June of 1997 for $20,250,000. The
                           project includes 318 units built in 1996 and is
                           situated on 26.5 acres. The sale equates to $63,679
                           per unit and $72.08 per square foot. The average unit
                           size is 883 square feet. This sale is superior to the
                           subject in terms of age, number of units, net
                           operating income per square foot and unit and
                           occupancy. This sale is inferior to the subject in
                           terms of average unit size and location.

                                                                              33
<PAGE>
 
                           SALE 3 is a 288-unit complex built in 1996 on 25.018
                           acres. The sale occurred in May of 1997 in the amount
                           of $23,500,000 translating to $81,597 per unit and
                           $73.17 per square foot. The average unit size is
                           1,115 square feet. This sale had significant vacancy
                           (20%) at the time of the sale. This sale is superior
                           to the subject in terms of age, number of units,
                           average unit size, net operating per square foot and
                           unit. The sale is inferior to the subject in terms of
                           occupancy and location.

                           SALE 4 sold in March of 1997 for $17,305,000. The
                           property contains 400 units on 28.37 acres with an
                           average unit size of 904 square feet. The sale price
                           equates to $43,263 per unit or $47.87 per square
                           foot. The sale is superior to the subject in terms of
                           age and number of units. The sale is inferior to the
                           subject in terms of average unit size, occupancy,
                           location, net operating income per unit and square
                           foot and location.

                           SALE 5 contains 473 units on 62 acres with an average
                           unit size of 1,313 square feet. The sale occurred in
                           February of 1997 in the amount of $20,510,000 or
                           $43,362 per unit and $33.03 per square foot. The sale
                           is superior to the subject in terms of number of
                           units, average unit size, and occupancy. The sale is
                           inferior to the subject in terms of age and net
                           operating income per square foot and unit. The sale
                           has a similar location to subject.

                           SALE 6 occurred in December of 1996 for $11,200,000.
                           The property includes 178 units on 15.16 acres. The
                           sale price translates to $62,921 per unit or $67.99
                           per square foot. The sale is superior to the subject
                           in terms of age and net operating income per unit and
                           per square foot. The sale is inferior to the subject
                           in terms of number of units, occupancy, and location.

                           SALE 7 sold in October 1996 for $24,500,000. This
                           price is equivalent to $77.24 per square foot or
                           $72,917 per unit. The apartment buildings were built
                           in 1996 and contain 336 units in 317,208 square feet
                           of rentable space. The average unit size is 944
                           square feet. Unit density for this property is 13.50
                           units per acre. This project is newer in year of
                           construction (1996) and has more units than the
                           subject with larger total area, however, the sale has
                           slightly inferior average unit size. This sale is
                           superior in net operating income per unit and net
                           operating income per square foot in relation to the
                           subject. The sale has inferior occupancy to the
                           subject. The sale has a similar location to the
                           subject.

                           In lieu of specific adjustments, we compared the
                           improved sales based on the net operating income
                           (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.

                                                                              34
<PAGE>
 
                           The various sales reflected NOIs per unit ranging
                           from $2,672 to $7,140 including reserves. The subject
                           NOI has been approximated at $5,665 per unit from 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. Since all the sales
                           occurred over the past year to year and one-half, no
                           adjustment for time is considered necessary or
                           indicated by the data. The following chart presents
                           the adjustment process.

<TABLE>
<CAPTION> 
                           SALE     SALE                 SUBJECT    ADJUST.     ADJUST.
                            NO.   PRICE/UNIT  NOI/UNIT   NOI/UNIT   FACTOR    PRICE/UNIT
                           <S>    <C>         <C>        <C>       <C>        <C> 
                            1      $70,043     $6,739    $5,665    0.84063      $58,880
                            2       63,679      5,725     5,665    0.98952       63,012
                            3       81,597      7,140     5,665    0.79342       64,740
                            4       43,263      3,864     5,665    1.46610       63,428
                            5       43,362      4,830     5,665    1.17288       50,858
                            6       62,921      5,801     5,665    0.97656       61,446
                            7       72,917      6,781     5,665    0.83542       60,917
</TABLE> 

                           After adjustment, the sales range in unit price from
                           $50,858 to $64,740 per unit. Sales 2 and 6 are most
                           similar to the subject in terms of economics. These
                           sales represent an adjusted value for the subject of
                           $63,012 and $61,446 per unit. Based on the
                           indications, we have estimated a value for the
                           subject of $62,000 per unit. This calculates to a
                           total value, as follows:
                           
                           232 units at $62,000/unit ..... $14,400,000 (rounded)

                           A second method of comparison is by use of the
                           effective gross rental multiplier (EGRM). In this
                           analysis, the subject's effective gross rental income
                           is multiplied by a factor estimated from the sales to
                           derive an indication of value. The price for which a
                           property will sell is a function of its relationship
                           between its effective gross rental income and sale
                           price. Thus, in this analysis it is important that
                           only multipliers from properties with vacancy and
                           operating expense ratios similar to the subject
                           property be used for comparison. 

                                                                              35
<PAGE>
 

<TABLE>
<CAPTION>
                                                               OPERATING
                                            SALE     EGRM    EXPENSE RATIO   EGR/UNIT
                                        ------------------------------------------------
                                        <S>          <C>     <C>             <C> 
                                             1       7.10        0.31694      $ 9,860
                                             2       7.23        0.34983        8,805
                                             3       7.93        0.30613       10,290
                                             4       6.36        0.43172        6,799
                                             5       4.60        0.48752        9,425
                                             6       7.07        0.34828        8,901
                                             7       7.31        0.32060        9,981
                                          Subject                0.3750       $ 9,064
</TABLE> 

                              From the DCF analysis in the Income Approach, the
                              subject is estimated to have a 37.50 percent
                              operating expense ratio and an EGR per unit of
                              $9,063 in the first year of the holding period.
                              The seven sales utilized in this analysis reflect
                              EGRMs ranging from 4.60 to 7.93. Sales 2 and 6 are
                              also most similar to the subject in EGR per unit
                              at $8,805 and $8,901 respectively. The sales
                              reflect a range of 0.30613 to 0.57134 in
                              operating expense ratios with sales 2 and 6 again
                              most similar to the subject at 0.34983 and 0.34828
                              respectively. Sale 3, which has the highest EGRM
                              (7.93) and lowest Operating Expense Ratio (.30613)
                              is not considered to provide a reliable indication
                              of EGR/Unit for the subject property because of
                              the high vacancy (20%) at the property at the time
                              of sale.

                              Based on the preceding analysis EGRM for the
                              subject has been estimated at 7.0 resulting in a
                              total value indication as follows:

                              $2,102,768 x 7.0.............$14,700,000 (rounded)

                              The NOI per unit method presented a value
                              indication of $14,400,000 and the effective gross
                              income multiplier indicated a value of
                              $14,700,000. Most weight has been given to the net
                              operating income per unit method due to the
                              ability of this method to account for all the
                              various physical and economic differences in each
                              sale. The limitations of the effective gross rent
                              multiplier method to account for differences in
                              vacancy and operating expense ratios render this
                              approach less reliable. The NOI per unit method
                              indicates a market value of $14,500,000. From this
                              value the $249,152 in deferred maintenance is
                              deducted to arrive at the "as is" market value of
                              the subject. Therefore, it is our opinion that the
                              leased fee market value of the subject property
                              based on the indication provided by the Sales
                              Comparison Approach, all cash, on an "as is" basis
                              as of November 30, 1997 is

                                FOURTEEN MILLION THREE HUNDRED THOUSAND DOLLARS
                                                ($14,300,000)

                                                                              36
<PAGE>
 
                 [AREA MAP OF COMPARABLE RENTALS APPEARS HERE]
<PAGE>
 
<TABLE> 
<CAPTION> 
- ------------------------------------------------------------------------------------------------------------------------------------
                                                      COMPARABLE RENT SUMMARY
- ------------------------------------------------------------------------------------------------------------------------------------
                         YEAR    NO. OF    AVG.     1997                             1997        1997 
NO.  NAME/LOCATION       BUILT   UNITS     UNIT     PHYS.    UNIT TYPE    UNIT     RENT/MO.   RENT/SF/M      AMENITIES/COMMENTS
                                         SIZE (SF)  OCCUP.               SIZE/SF                  O.
- ------------------------------------------------------------------------------------------------------------------------------------
<S>  <C>                 <C>     <C>     <C>        <C>     <C>          <C>      <C>        <C>          <C> 
 1   Alexander Place     1984-     309     1,045     89%      1BR/1BA        900   $750-775  $0.83-0.86   Unit amenities include
     6316 Cameron        1985                               1BR/1BA/DEN    1,063    805-830   0.76-0.78   fireplaces and W/D.
     Forest Lane                                              2BR/2BA      1,093    825-885   0.76-0.81   Some units have microwave,
                                                                                                          vaulted ceilings, and
                                                                                                          ceiling fans. Project
                                                                                                          amenities include 2
                                                                                                          swimming pools, 2
                                                                                                          clubhouses, tennis courts,
                                                                                                          hot tub, golf cage, and
                                                                                                          laundry facilities. There
                                                                                                          are 47 enclosed garages,
                                                                                                          which rent for $100 per
                                                                                                          month.

                                                                                                          Consessions: $50 off rate
                                                                                                          for 1 BR
- ------------------------------------------------------------------------------------------------------------------------------------
 2   Summit Simsbury     1985      100       874     93%      1BR/1BA       760    $720-735  $0.95-0.97   Unit amenities include 
     4428 Simsburyd                                           2BR/2BA       950     855-920   0.90-0.97   fireplaces, w/d, and 
                                                                                                          microwave. Some units 
                                                                                                          have vaulted ceilings. 
                                                                                                          Project amenities include
                                                                                                          a pool and clubhouse.

                                                                                                          Concessions: $75-$100 
                                                                                                          off first month rent.  
                                                                                                          Coupon in Apt. Guide for
                                                                                                          additional $200 off 1st 
                                                                                                          mo. rent. $50 off rate 
                                                                                                          for 1 BR.
- ------------------------------------------------------------------------------------------------------------------------------------
 3   Providence Court    1996      420     1,102     74%      1BR/1BA       773        $650       $0.84   Unit amenities include
     8110 Providence                                          1BR/1BA       875     690-795   0.79-0.91   fireplaces, microwave, 
                                                            1BR/1BA/DEN   1,003     750-855   0.74-0.85   vaulted ceilings, ceiling 
                                                              2BR/1BA     1,192   860-1,095   0.72-0.83   fans, W/D connections, 
                                                              2BR/2BA     1,372       1,020   0.79-0.87   some units have w/d. 
                                                            3BR/2BA/TH    1,621       1,700        1.05   Project amenities include
                                                                                                          2 pools, jacuzzi, tennis
                                                                                                          court, and a clubhouse.

                                                                                                          Concessions: 1/2 mo. off
                                                                                                          first month with 12 mo.
                                                                                                          lease, 1/4 mo off on 6 
                                                                                                          mo. lease
- ------------------------------------------------------------------------------------------------------------------------------------
 4   Summit Ballentyne   1997      246     1,107     56%      1BR/1BA       837        $670       $0.80   Unit amenities include W/D
     13901 Summit                Current                      2BR/1BA       996         780        0.78   connections. Some units 
     Commons                                                  2BR/2BA     1,155         850        0.74   have washer/dryer, 
                                                            2BR/2BA/TH    1,400       1,280        0.92   microwave, fireplace, 
                                                              3BR/2BA     1,315       1,010        0.77   ceiling fan, covered 
                                                                                                          parking. Project 
                                                                                                          amenities include a pool,
                                                                                                          clubhouse, tennis court,
                                                                                                          exercise room, and laundry
                                                                                                          facilities.
                                                                                                      
                                                                                                          Concessions: Currently 
                                                                                                          offering one month's fre 
                                                                                                          rent on 12-month leases
                                                                                                          or free vacation.
====================================================================================================================================
</TABLE> 
<PAGE>
 
<TABLE> 
<CAPTION> 
====================================================================================================================================
                                                 COMPARABLE RENT SUMMARY (CONT'D)
- ------------------------------------------------------------------------------------------------------------------------------------
                         YEAR    NO. OF    AVG.     1997                             1997        1997 
NO.  NAME/LOCATION       BUILT   UNITS     UNIT     PHYS.    UNIT TYPE    UNIT     RENT/MO.   RENT/SF/M      AMENITIES/COMMENTS
                                         SIZE (SF)  OCCUP.               SIZE/SF                  0.
- ------------------------------------------------------------------------------------------------------------------------------------
<S>  <C>                 <C>     <C>     <C>        <C>     <C>          <C>          <C>       <C>       <C> 
 5   Crestmont           1996      282       838     74%      1BR/1BA       816        675      0.82      Unit amenities include 
     9200 Otter                                               1BR/1BA       890        700      0.78      fireplaces, W/D, covered
                                                            1BR/1BA/DE     1,040       765      0.73      parking, microwave. 
                                                                 N         1,115       785      0.70      Project amenities include
                                                            1BR/1BA/DE     1,201       860      0.70      a pool, 2 tennis courts,
                                                                 N         1,440      1,200     0.83      jacuzzi, exercise room,
                                                              2BR/1BA                                     clubhouse, and laundry 
                                                              3BR/2BA                                     facilities. 

                                                                                                          Concessions: 1/2 mo. free
                                                                                                          on 2 BR/2BA. 
- ------------------------------------------------------------------------------------------------------------------------------------
     SUBJECT               1985    232    1,051      96%     1BR/1BA        770        665    0.84-0.91   Unit amenities include 
     PROPERTY                                                1BR/1BA        860        735      0.85      microwaves, fireplaces, 
     THE HAMPTONS                                            2BR/1BA        960        715      0.74      walk-in closets, outside
     4401 HAMPTONS RIDGE                                     2BR/1BA       1,055       765      0.73      storage, and W/D units.
     DRIVE                                                   2BR/2BA       1,090       755      0.69      Some units have vaulted 
                                                             2BR/2BA       1,180       835      0.70      ceilings or bay windows.
                                                             3BR/2BA       1,295       905      0.69      Project amenities include
                                                             3BR/2BA       1,400       975      0.68      a pool, spa, 2 tennis
                                                                                                          courts, and a clubhouse.

                                                                                                          Concessions:  Move in by
                                                                                                          the 5th of month and get
                                                                                                          next month free.
====================================================================================================================================
</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. Other income is also estimated and includes
                         laundry income, pet deposits, etc. 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, 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 mortgages were 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 the
                         discounted cash flow and the direct capitalization
                         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, 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:

                                                                              37
<PAGE>
 
<TABLE> 
<CAPTION>
========================================================================================================

                                        SUBJECT - RENT ANALYSIS

- --------------------------------------------------------------------------------------------------------
                                          UNIT            BASE        BASE MONTHLY
                         UNIT TYPE      SIZE(SF)       RENT/MONTH       RENT/SF        COMPARABILITY
- --------------------------------------------------------------------------------------------------------
<S>                     <C>           <C>             <C>             <C>                 <C> 
SUBJECT                   1BR/1BA        770-784         $665-765       $0.86-0.98           --
Summit Simsbury           1BR/1BA          760           730 Ave.             0.96        Superior
Providence Court          1BR/1BA          773                650             0.84        Similar
Crestmont                 1BR/1BA          816                675             0.82        Similar  
- --------------------------------------------------------------------------------------------------------
SUBJECT                   1BR/1BA          860           $735-765       $0.85-0.89           --
Alexander Place           1BR/lBA          900            750-775        0.83-0.86        Similar
Providence Court          1BR/1BA          875                690             0.79        Similar  
Summit Ballentyne         1BR/1BA          837                670             0.80    Slightly Inferior 
Crestmont                 1BR/1BA          890                700             0.78    Slightly Inferior  
- --------------------------------------------------------------------------------------------------------
SUBJECT                   2BR/1BA        945-960         $715-765       $0.76-0.80           --
Alexander Place         1BR/1BA/DEN       1,063           805-830        0.76-0.78        Similar 
Summit Simsbury           2BR/2BA          950            855-920        0.90-0.97        Superior 
Summit Ballentyne         2BR/1BA          996                780             0.78        Similar   
- --------------------------------------------------------------------------------------------------------
SUBJECT                   2BR/1BA      1,040-1,055       $765-795       $0.74-0.75           --
Providence Court          2BR/1BA         1,003           750-855        0.74-0.85        Similar
Alexander Place         1BR/1BA/DEN       1,063           805-830        0.76-0.78        Similar   
- --------------------------------------------------------------------------------------------------------
SUBJECT                   2BR/2BA         1,090          $755-805       $0.69-0.73           --
Alexander Place           2BR/2BA         1,093           825-885        0.76-0.81        Superior   
Providence Court          2BR/2BA         1,192           840-860        0.71-0.72        Similar  
Crestmont                 2BR/1BA         1,201               860             0.70        Similar   
- --------------------------------------------------------------------------------------------------------
SUBJECT                   2BR/2BA      1,180-1,190       $755-855       $0.64-0.72           --
Alexander Place           2BR/2BA         1,093           825-885        0.76-0.81        Similar
Summit Ballentyne         2BR/2BA         1,155               850             0.74        Similar   
- --------------------------------------------------------------------------------------------------------
SUBJECT                   3BR/2BA         1,295          $905-955       $0.70-0.74           --
Providence Court          3BR/2BA         1,372       1,095-1,020        0.79-0.87    Slightly Superior
Summit Ballentyne         3BR/2BA         1,315             1,010             0.77    Slightly Superior
- --------------------------------------------------------------------------------------------------------
SUBJECT                   3BR/2BA         1,400        $975-1,005       $0.70-0.72           --
Providence Court          3BR/2BA         1,621             1,700             1.05        Superior   
Crestmont                 3BR/2BA         1,440             1,200             0.83        Superior   
========================================================================================================
</TABLE> 
<PAGE>
 
<TABLE> 
<CAPTION> 
                                          BASED ON "RESIDENT PAYS UTILITIES"
                    ---------------------------------------------------------------------------------
                     PLAN      UNIT TYPE     UNITS     SIZE (SF)    RENT/MO.   RENT/SF   MO. TOTAL
                    ---------------------------------------------------------------------------------
                     <S>       <C>           <C>       <C>          <C>        <C>       <C>           
                     1A1         1BR/1BA         8       770        $  665      $0.86    $  5,320          
                     1B1         2BR/1BA        12       945           715       0.76       8,580         
                     1B1SCH      2BR/1BA         4     1,040           765       0.74       4,160         
                     1B2         2BR/2BA        28     1,090           755       0.69      21,140         
                     1C2         3BR/2BA         4     1,295           905       0.70       3,620         
                     2AlB        1BR/1BA         4       770           695       0.90       2,780         
                     2A1S        1BR/1BA         4       860           735       0.86       2,940         
                     2B1         2BR/1BA         8       945           735       0.78       5,880         
                     2B1B        2BR/1BA         8       960           745       0.78       5,960         
                     2B1BVS      2BR/1BA         4     1,055           795       0.76       3,180         
                     2B2         2BR/2BA        14     1,090           775       0.71      10,850         
                     2B2B        2BR/2BA        24     1,105           785       0.71      18,840         
                     2B2S        2BR/2BA        10     1,180           835       0.71       8,350         
                     2C2         3BR/2BA         2     1,295           925       0.71       1,850         
                     2C2B        3BR/2BA         4     1,295           935       0.72       3,740         
                     2C2S        3BR/2BA         2     1,400           975       0.70       1,950         
                     3A1BV       1BR/1BA         8       784           715       0.91       5,720         
                     3A1BVS       1BR1BA         4       860           765       0.89       3,060         
                     3B1BV       2BR/1BA        20       960           765       0.80      15,300         
                     3B2BV       2BR/2BA        42     1,105           805       0.73      33,810         
                     3B2BVS      2BR/2BA        10     1,190           855       0.72       8,550         
                     3C2BV       3BR/2BA         6     1,295           955       0.74       5,730         
                     3C2BVSV     3BR/2BA         2     1,400         1,005       0.72       2,010          
                                               ---     -----         -----       ----      ------       
                                               232     1,057        $  785      $0.74    $182,220 
</TABLE> 

                    S = sun room, B = bay window, V = vaulted ceiling

                    The subject's 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 five apartment complexes that were found to be
                    most comparable. They range in total number of units from
                    100 to 309 units, in average unit size from 874 to 1,107
                    square feet, and in physical occupancy from 74 to 93
                    percent. These comparable rentals are summarized on a
                    preceding page.

                    All of the comparables surveyed were located within the
                    subject's Southeast submarket. Rent Comparable 1 is the most
                    comparable to the subject overall; specifically, in terms of
                    location, overall physical condition, and average unit size.
                    This comparable indicates an average base rental rate of
                    $0.791 per square foot per month and a current occupancy
                    rate of 89 percent. The other projects used in this analysis
                    were also comparable to the subject and were used as
                    additional indications of market rents in the subject's
                    area. A chart on the facing page provides a detailed rental
                    analysis of the subject and comparables.

                                                                              38
<PAGE>
 
                    After accounting for each of the aforementioned factors and
                    the subject's current performance (rent roll dated November
                    7, 1997), we are of the opinion that all of the subject's
                    current quoted rental rates are at market for all floor
                    plans. Therefore, in consideration of the amount of
                    apartment construction in the overall Charlotte apartment
                    market, as well as the subject's "SE-3" submarket, and in
                    relation to the subject's occupancy and actual rates, the
                    projected market rental income for the subject is summarized
                    as follows:

                    Gross Annual Rental Income: $182,220 x 12 months =
                    $2,186,640

OTHER INCOME        In addition to rental income from apartments, other income
                    is generated by vending machines, forfeited security
                    deposits, pet deposits, late charges, and application fees.
                    Other Income in 1989 was reported at $13,485 or $0.06 per
                    square foot. This figure rose by approximately 58 percent
                    during 1990 to $0.09 per square foot, or a total of $21,344.
                    Other Income in 1991 rose another 33 percent to $0.12 per
                    square foot or $29,762. For 1992, other income totaled
                    $24,591 or $0.10 per square foot, and in 1993 grew to
                    $29,141 or $0.12 per square foot. Actual 1994 and 1995 other
                    income totaled $26,115, or $0.11 per square foot and
                    $25,974, or $0.11 per square foot, respectively. Actual
                    figures for 1996 show a total of $26,778 or $0.11 per square
                    foot. The figure for the 12 months ending November 30, 1997
                    was $19,178 or $0.08/SF. 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 $0.11 per square foot is typical for a project such as
                    the subject. This equates to a total "Other Income" of
                    $26,800. Over the first year, rents are not estimated to
                    increase, thus, the projected potential gross income for
                    Year 1 of the cash flow as if 100 percent occupied is as
                    follows:
                    
                        Gross Rental Income               $2,186,640
                        Other Income ($0.11/SF)               26,800
                                                           --------- 
                        Total Potential Gross Income      $2,213,440


VACANCY AND 
COLLECTION LOSS 
ESTIMATE            In a stable market, economic 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, the loss of income
                    resulting from bad debt or other vacancies, and for the lag
                    time between market rent and contract rent locked-in for six
                    to 12 months. It also includes the continuing loss of income
                    due to non-revenue generating units, such as those used for
                    models and for employees.

                    According to our market analysis, the average physical
                    vacancy in the Charlotte apartment market was 5.3 percent in
                    August 1997. This is up from the 1996 average physical
                    vacancy of 4.0 percent and the 3.1 percent reported in
                    August 1994 and 1995. The subject's Southeast submarket had
                    a 5.5% vacancy rate in August 1997 and more specifically,
                    the "SE-3" sub-submarket indicated an average physical
                    vacancy of 6.4 percent in August 1997. In surveying the
                    subject's direct competition, the current physical vacancies
                    ranged from 7 to 11 percent for completed projects.
                    Apartment construction in the Charlotte market has been
                    strong over the past three years. In 1995, 3,834 units were
                    built and 4,230 and
                         
                                                                              39
<PAGE>
 
<TABLE> 
<CAPTION> 
==================================================================================================================================
                                      HAMPTONS AT QUAIL HOLLOW HISTORICAL EXPENSES
                                                 RENTABLE SQUARE FEET/UNIT
- ----------------------------------------------------------------------------------------------------------------------------------
    COMPARABLE           1992           1993           1994           1995           1996           1997           FY 1998 BRA
                                                                                                                   PROJECTION 
                                                                                                                        S
- ----------------------------------------------------------------------------------------------------------------------------------
NRA (SF)                                                             SUBJECT PROPERTY
No. Units                                                               243,720     
Year Built                                                                232       
Average Unit Size (SF)                                                    1985      
                                                                         1,051       
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>    <C>     <C>    <C>     <C>    <C>     <C>    <C>     <C>    <C>     <C>    <C>     <C>     <C> 
Expense Category         $/SF   $/Unit  $/SF   $/Unit  $/SF   $/Unit  $/SF   $/Unit  $/SF   $/Unit  $/SF   $/Unit  $/SF    $/Unit
- ----------------------------------------------------------------------------------------------------------------------------------
Real Estate Taxes         0.50     525  0.56      588  0.55      576  0.52      560  0.53       50  0.55      580   .57       603
- ----------------------------------------------------------------------------------------------------------------------------------
Insurance                 0.05      51  0.05       53  0.05       57  0.06       63  0.06       65  0.06       61   .07        75
- ----------------------------------------------------------------------------------------------------------------------------------
Operating Expenses        0.81     850  0.78      819  0.74      774  0.72      757  0.76      801  0.86      906   .81       858
- ----------------------------------------------------------------------------------------------------------------------------------
Utilities                 0.33     348  0.34      357  0.35      368  0.37      388  0.38      399  0.36      375   .42       440  

- ----------------------------------------------------------------------------------------------------------------------------------
Repair &                  0.25     267  0.30      315  0.30      320  0.32      334  0.32      330  0.29      309   .35       374 
Maintenance              
- ----------------------------------------------------------------------------------------------------------------------------------
Contract Services         0.17     188  0.16      168  0.17      175  0.17      181  0.16      171  0.16     1169   .19       198 
(Grounds)                
- ----------------------------------------------------------------------------------------------------------------------------------
General                   0.05      49  0.07       74  0.06       70  0.08       86  0.07       77  0.07       76   .09        99
Administrative
- ----------------------------------------------------------------------------------------------------------------------------------
Management                0.32     334  0.34      357  0.36      381  0.39      405  0.41      429  0.41      432   .43         5%
- ----------------------------------------------------------------------------------------------------------------------------------
SUBTOTALS                $2.48  $2,612 $2.60   $2,798 $2.58   $2,721 $2.63   $2,759 $2.68   $2,832 $2.76   $2,908  2.93    $3,098
EXPENSES
==================================================================================================================================
ADJUSTMENT                  NA      NA    NA       NA    NA       NA    NA       NA    NA       NA    NA       NA    NA        NA
FACTOR                        
- ---------------------------------------------------------------------------------------------------------------------------------- 
TOTAL EXPENSES           $2.48  $2,612 $2.60   $2,798 $2.58   $2,721 $2.63   $2,759 $2.68   $2,832 $2.76   $2,908 $2.93    $3,098
==================================================================================================================================  
</TABLE> 

     Note:  Columns may not total due to rounding.
<PAGE>
 
                    3,974 units have been added to the apartment market in 1996
                    and 1997, respectively. An additional 2,194 units are
                    proposed for 1998. As new units become available, vacancy
                    rates will begin to increase. As of November 7, 1997, the
                    subject's physical vacancy was 4.3 percent, while its
                    economic vacancy was 10.2 percent. Economic vacancy is
                    calculated by dividing the collected rent by market rent.
                    Typically, economic vacancy can lag physical vacancy by two
                    to eight percent. Based on our analysis, we have applied an
                    economic vacancy allowance of 5 percent in the first fiscal
                    year and remain at that stabilized level throughout the
                    remainder of our cash flow analysis.

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 requires 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 the market. 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 project expenses on comparable
                    apartment projects as well as the actual historical
                    performance of the subject property. The subject property's
                    actual 1992, 1993, 1994, 1995, and 1996 expenses as well as
                    fiscal year end 1997 (the 12 months ending November 30,
                    1997) are shown. Bach Realty Advisor's estimated expenses
                    for the subject property in Fiscal Year 1998 are also
                    displayed. The sales comparables adjusted for time, range in
                    expenses from $2.88 to $3.61 generally without reserves. The
                    newer projects reflect the lower expenses in the range.

                    Primarily based upon the analysis of the subject
                    historically, we have developed the following expense
                    estimates for the subject.

                    REAL ESTATE TAXES - The Mecklenberg County Assessor's Office
                    coordinates the real estate taxes for the subject
                    apartments. The property is subject to the City of Charlotte
                    and the County of Mecklenberg taxing jurisdictions. The 1997
                    real estate tax amount was $134,465 according to the subject
                    property's operating statement. The subject's estimated
                    taxes for the first year of our cash flow is $139,901 or
                    $.057 per square foot and $603 per unit. This expense is
                    increased 4 percent per year for the duration of the holding
                    period.

                    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 Charlotte area. The subject's actual figures
                    for 1992, 1993, 1994, 1995, and 1996 were $0.05 per square
                    foot, $0.05 per square foot, $0.05 per square foot, $0.06
                    per square foot, and $0.06 per square foot, respectively.
                    The 1997 insurance expense was $0.06 per square foot. These

                                                                              40
<PAGE>
 
                    historical expenses appear reasonable but at the lower end
                    of the range in relation to Expense Comparables 1 through 3
                    which indicated an insurance expense range from $0.07 to
                    $0.10 per square foot. We estimated the subject's insurance
                    expense at $0.07 per square foot or $75 per unit in the
                    first year of our projection for a total of $17,285. This
                    expense is increased by 4 percent annually throughout our
                    projection period.

                    OPERATING EXPENSE - This category includes salaries for
                    office managers and leasing agents, maid services, payroll
                    taxes, and FICA, security, advertising, and promotions. The
                    subject's actual 1992, 1993, 1994, 1995 and 1996 expenses
                    were $0.81 per square foot, $0.78 per square foot, $0.74 per
                    square foot, $0.72 and $0.76 per square foot, respectively.
                    The 1997 expense for the 12 months ending November 30, 1997
                    was $0.86 per square foot. The expense comparables indicated
                    an operating expense range from $0.41 to $1.17 per square
                    foot, or from $369 to $814 per unit. Comparable 2 had
                    significantly higher operating expenses on a square foot
                    basis due to its small average unit size. Based on the
                    subject's historical expenses and those of the comparables,
                    the appraisers have estimated a 1998 Fiscal Year operating
                    expense of $198,973 or $0.81 per square foot. The per unit
                    expense is $858. This expense is increased 4 percent
                    annually throughout our projection period.

                    UTILITIES - This expense category includes electricity, gas,
                    water, and sewer for the apartment's common area and vacant
                    units. The subject's 1992, 1993, 1994, 1995 and 1996
                    expenses were $0.33, $0.34, $0.35, $0.37 and $0.38 per
                    square foot, respectively. The subject's utility expense in
                    1997 was $0.36 per square foot. Utility expenses for the
                    comparables ranged from $0.37 to $0.49 per square foot.
                    Based on the subject's historical, budgeted, and year-to-
                    date utility expense and comparing these figures with those
                    of the expense comparables, the appraisers have estimated a
                    1998 Fiscal Year utility expense of $0.42 per square foot or
                    $440 per unit for a total of $102,037. This expense is
                    increased 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 1992, 1993,
                    1994, 1995, and 1996 expenses were $0.25 per square foot,
                    $0.30 per square foot, $0.30 per square foot, $0.32 per
                    square foot and $0.32 per square foot respectively. The
                    subject's repair and maintenance expense in 1997 was $0.29
                    per square foot. The expense comparables offered a repair
                    and maintenance expense range from $0.51 to $0.66 per square
                    foot. Due to the age, overall condition, and ongoing
                    maintenance of the subject property, the appraisers have
                    estimated a repair and maintenance expense of $0.35 per
                    square foot or $374 per unit which, is a total of $86,732.
                    This expense is increased 4 percent annually throughout our
                    projection period.

                    CONTRACT SERVICES - This expense category includes mainly
                    landscaping services. The subject's actual figures for 1992,
                    1993, 1994, 1995, and 1996 were $0.17 per square foot, $0.16
                    per square foot, $0.17 per square foot, $0.17 per square
                    foot, and $0.16 per square foot, respectively. The 1997
                    contract services expense was $0.16 per square foot.
                    Believing that the expense comparable's grounds expense

                                                                              41
<PAGE>
 
                    category is most similar to the subject's contract services
                    expense category, the appraisers have compared these two
                    categories. The expense comparables offered a range from
                    $0.15 to $0.28 per square foot. Based on the subject's
                    expenses as well as those offered by the expense
                    comparables, the appraisers have estimated the Fiscal Year
                    1998 contract services expense to be $0.19 per square foot
                    or $198 per unit. The total estimated contract services
                    expense for the subject is $45,917. This expense is
                    increased 4 percent annually throughout our projection
                    period.

                    GENERAL ADMINISTRATIVE - This expense category includes
                    professional, legal, and accounting costs, administration
                    costs, etc. This expense, however, does not include
                    management. The actual 1992, 1993, 1994, 1995, and 1996
                    expenses were $0.05 per square foot, $0.07 per square foot,
                    $0.06 per square foot, $0.08 per square foot, and $0.07 per
                    square foot, respectively. The 1997 General Administrative
                    expense was $0.07 per square foot. The expense comparables
                    offered a range from $0.12 to $0.48 per square foot. For
                    Fiscal Year 1998, we have estimated this expense for the
                    subject at $0.09 per square foot or $99 per unit. Combining
                    administrative and operating expenses for the subject totals
                    $0.90 per square foot. For the comparables, the same
                    combination yields a range from $0.54 to $1.29 per square
                    foot. Therefore, the estimated General Administrative
                    expenses for the subject appear reasonable. This estimated
                    expense of $22,958 is increased 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 subject is reportedly at 5
                    percent of effective gross income. The subject's actual
                    1992, 1993, 1994, 1995, and 1996 expenses were $0.32, $0.34,
                    $0.36, $0.39, and $0.41 per square foot, respectively. The
                    management expense in 1997 was $0.41 per square foot. Based
                    on the subject's historical and annualized management
                    expenses, we have projected the subject's management fee at
                    5 percent of effective gross income in each year of our
                    analysis. This amount equates to $105,138 or $0.43 per
                    square foot in the first fiscal year. This expense equals
                    $453 per unit .

EXPENSE SUMMARY     The subject's total expenses in 1992, 1993, 1994, 1995, and
                    1996 were $2.48, $2.60, $2.58, $2.63, and $2.68 per square
                    foot, respectively and an expense per unit range from $2,612
                    to $2,832. The 1997 total expense was $2.76 per square foot
                    or $2,908 per unit. The expense comparables offered an
                    adjusted total expense range from $2.51 to $3.69 per square
                    foot or $2,256 to $2,972 per unit. Based on the preceding
                    analysis, the appraisers have estimated a 1998 Fiscal Year
                    total expense of $2.93 per square foot or $3,098 per unit.
                    This is within the range indicated by the comparables and
                    the appraisers believe this estimation is reasonable in
                    relation to the market and is reflective of the subject's
                    current expense operations. When reserves are included the
                    expenses are $3.21/SF and $3,398/Unit and in line with other
                    complexes.
                                                                              42
<PAGE>
 
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
                    1985/86 and appears to have had ongoing maintenance since
                    its construction. It is our opinion that a reserve allowance
                    of $0.28 per square foot or $300 per unit is adequate to
                    provide for the continued maintenance of the project. This
                    reserve allowance was included in our expenses prior to
                    concluding the net operating income and is consistent with
                    the market's handling of reserves.

DEFERRED 
MAINTENANCE         This category includes replacement of flooring, roof
                    repairs, HVAC repair, exterior repairs such as tie wall
                    replacements, gutter installation, asphalt repair, and
                    landscaping and shrubs that need to be made in 1997
                    according to on-site management. The subject improvements
                    are in good condition and exhibited only minor deferred
                    maintenance at the time of our inspection. Based on
                    information provided by the subject's regional management,
                    this has been estimated at $249,152 for the subject property
                    and is taken as a lump sum deduction of $250,000 from value
                    which, is what a prospective buyer would do. This amount
                    includes items proposed by on-site management for Fiscal
                    Year 1998 and an itemized list can be found in the
                    Improvements section of this report.

DISCOUNTED CASH 
FLOW ANALYSIS   
DISCUSSION          A reasonable 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

                                                                              43
<PAGE>
 
                    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.

                    According to the Third Quarter 1997 Korpacz Real Estate
                                                        -------------------
                    Investor Survey which is compiled by Peter F. Korpacz for
                    ---------------
                    apartment properties, indicated a return requirement ranging
                    from 10.0 to 12.5 percent which has not changed from a year
                    earlier. 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 50-150 basis points (0.50 to 1.5 percent)
                    could be added to "Baa" bond rates in a normal market. Due
                    to the current construction taking place in the Charlotte
                    apartment market and the subject's submarket, we believe
                    additional risk exists. Based on the previous data, we
                    believe additional risk is inherent in the subject property,
                    and therefore, a 12.0 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 7.5 to
                    10.5 percent.

                    The most comparable sales indicate "going-in" capitalization
                    rates as follows:

<TABLE> 
<CAPTION> 
                         SALE   IDENTIFICATION         SALE DATE      CAPITALIZATION RATE                  
                        ------------------------------------------------------------------                 
                         <S>    <C>                    <C>            <C>  
                          1     Montclair Park            08/97                9.62%                            
                          2     The Oaks                  06/97                8.99%                
                          3     Oakwood Gardens           05/97                8.75%                
                          4     Stoney Point              03/97                8.93%                
                          5     Providence Square         02/97               11.13%                
                          6     The Regency               12/96                9.22%                
                          7     Fairway @ Piper Glen      10/96                9.30%                 
</TABLE> 

                                                                              44
<PAGE>
 
                    The 8.75 to 11.13 percent capitalization rate range
                    presented above includes reserves. The sales most similar to
                    the subject in terms of net operating income per unit are
                    Sales 2 and 6 and these sales reflect "going-in"
                    capitalization rates of 8.99 and 9.22 percent respectively.
                    The most recent sales are Sales 1 and 2 with 9.62 percent
                    and 8.99 percent capitalization rates. Therefore, after
                    consideration of the above discussion it is our opinion that
                    a 9.25 percent "going-in" capitalization rate is appropriate
                    and reasonable in this market for the subject property.

                    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, 0.75 percent is added to the
                    "going-in" capitalization rate for these factors. A terminal
                    capitalization rate of 10.0 percent is felt to be
                    appropriate for the subject property.

CASH FLOW 
ASSUMPTIONS         Rents were based on an average current monthly rental rate
                    of approximately $0.74 per square foot per month. During the
                    projection period, rents were not increased during the first
                    fiscal year (1998) and they were increased at a rate of 4
                    percent every year thereafter. As construction continues,
                    rents are expected to level off while new units are absorbed
                    and then increase at a 4 percent per year rate.

                    Other Income is held flat for the first year of the cash
                    flow, then increased at the same rate as rents.

                    The subject's current physical vacancy rate is 4.3% while
                    the economic vacancy rate is 10.2%. The difference between
                    the two vacancy rates is attributable to the difference
                    between contract and market rents as well as concessions. It
                    is our opinion that the subject will maintain a 5.0 percent
                    economic vacancy rate in the first year and remain at that
                    stabilized economic vacancy rate throughout the remainder of
                    the cash flow projection.

                      .  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 percent was utilized.

                      .  A terminal capitalization rate of 10.0 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 facing page. The estimated leased fee
                         market value for the subject on an "as is" basis via
                         the discounted cash flow method is

                       FOURTEEN MILLION FOUR HUNDRED THOUSAND DOLLARS
                                        ($14,400,000)

                                                                              45
<PAGE>
 
<TABLE> 
<CAPTION> 
- -----------------------------------------------------------------------------------------------------------------------------------
                                                          The Hamptons at Quail Hollow
Period                                                         1          2          3          4          5          6          7
Fiscal Year ending Nov 30                                   1998       1999       2000       2001       2002       2003       2004  
- ----------------------------------------------------------------------------------------------------------------------------------- 
<S>                                                    <C>        <C>        <C>        <C>        <C>        <C>        <C> 
  Apt. Rents                                           2,186,640  2,274,106  2,365,070  2,459,673  2,558,060  2,660,382  2,766,797  
  Rent/SF/Mo.                                              0.743      0.773      0.804      0.836      0.869      0.904      0.940  
  Other Income/Yr.                  0.11                  26,800     27,872     28,987     30,146     31,352     32,606     33,911  
                                                       ---------  ---------  ---------  ---------  ---------  ---------  ---------  
Gross Income:                                          2,213,440  2,301,978  2,394,057  2,489,819  2,589,412  2,692,988  2,800,708  

  % Vacancy                                                 5.00%      5.00%      5.00%      5.00%      5.00%      5.00%      5.00% 
  Vacancy Allowance                                      110,672    115,099    119,703    124,491    129,471    134,649    140,035  
                                                       ---------  ---------  ---------  ---------  ---------  ---------  ---------  
Eff. Gross Income:                                     2,102,768  2,186,879  2,274,354  2,365,328  2,459,941  2,558,339  2,660,672  

                                   --------------
 Expenses:                          Unit      SF
                                   --------------
  Real Estate Taxes                  603     0.57        139,901    145,497    151,317    157,370    163,664    170,211    177,019  
  Insurance                           75     0.07         17,285     17,976     18,695     19,443     20,221     21,030     21,871  
Operating Expenses                   858     0.81        198,973    206,932    215,209    223,817    232,770    242,081    251,764  
  Utilities                          440     0.42        102,037    106,119    110,364    114,778    119,369    124,144    129,110  
  Repairs & Maintenance              374     0.35         86,732     90,201     93,809     97,561    101,464    105,522    109,743  
  Contract Services                  198     0.19         45,917     47,753     49,664     51,650     53,716     55,865     58,099  
  General & Administrative            99     0.09         22,958     23,877     24,832     25,825     26,858     27,932     29,050  
  Management Fee                    5.00%    0.43        105,138    109,344    113,718    118,266    122,997    127,917    133,034  
  Reserves                           300     0.28         69,600     72,384     75,279     78,291     81,422     84,679     88,066  
                                   -----     ----      ---------  ---------  ---------  ---------  ---------  ---------  ---------
Total Expenses:                    3,399     3.21        788,541    820,083    852,886    887,002    922,482    959,381    997,756  
                                   --------------
Per SF Per Yr.                                              3.21       3.34       3.48       3.62       3.76       3.91       4.07 
Per Unit Per Yr.                                           3,399      3,535      3,676      3,823      3,976      4,135      4,301
                                                       ---------  ---------  ---------  ---------  ---------  ---------  --------- 
Net Operating Income:                                  1,314,227  1,366,796  1,421,468  1,478,326  1,537,460  1,598,958  1,662,916 
Per SF Per Yr.                                              5.36       5.57       5.80       6.03       6.27       6.52       6.78 
Per Unit Per Yr.                                           5,665      5,891      6,127      6,372      6,627      6,892      7,168  

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

Capital Items:
 Deterred Maintenance                                    250,000
                                                       ---------  ---------  ---------  ---------  ---------  ---------  ---------  
Cash Flow:                                             1,064,227  1,366,796  1,421.468  1,478,326  1,537,460  1,598,958  1,662,916 
                                                       ---------  ---------  ---------  ---------  ---------  ---------  ---------  
Present Value Factor                        12.00%      0.892857   0.797194   0.711780   0.635518   0.567427   0.506631   0.452349 
Present Value of Cash Flow                               950,203  1,089,601  1,011,773    939.503    872,396    810,082    752,219  

NOI in 11th Year                                       1,945,377          Present Value of Income Stream      8,375,130 
Ro at Reversion                                            10.00%         Present Value of Reversion          6,013,049  
                                                       ----------         ---------------------------------------------- 
Indicated Reversion                                    19,453,768         Indicated Value of Subject         14,388,179           
Less: Sales Costs                            4.00%        778,151         Indicated Value/SF                      58.66  
                                                       ----------         
Reversion in 11th Yr                                   18,675,617         Indicated Value/Unit                   62,018  
                                                                          GIM at Indicated Value                   6.58  
                                                                          Ro at Indicated Value                    9.13% 
                                                                          ----------------------------------------------  
<CAPTION>                                                 
                                                
- -----------------------------------------------------------------------------------------
Period                                                8          9         10         11
Fiscal Year ending Nov 30                          2005       2006       2007       2008  
- -----------------------------------------------------------------------------------------
<S>                                           <C>        <C>        <C>        <C> 
Income:                                       
  Apt. Rents                                  2,877,469  2,992,568  3,112,271  3,236,761
  Rent/SF/Mo.                                     0.978      1.017      1.057      1.100 
  Other Income/Yr.                               35,267     36,678     38,145     39,671 
                                              ---------  ---------  ---------  --------- 
Gross Income:                                 2,912,736  3,029,245  3,150,415  3,276,432

  % Vacancy                                        5.00%      5.00%      5.00%      5.00% 
  Vacancy Allowance                             145,637    151,462    157,521    163,822 
                                              ---------  ---------  ---------  --------- 
Eff. Gross Income:                            2,767,099  2,877,783  2,992,895  3,112,610        
                                                                                                                      
 Expenses:                                                                                                            
                                                                                                                      
  Real Estate Taxes                             184,100    191,464    199,123    207,088                               
  Insurance                                      22,746     23,655     24,602     25,586                               
Operating Expenses                              261,835    272,308    283,200    294,528                               
  Utilities                                     134,274    139,645    145,231    151,040                               
  Repairs & Maintenance                         114,133    118,698    123,446    128,384                               
  Contract Services                              60,423     62,840     65,354     67,968                                
  General & Administrative                       30,212     31,420     32,677     33,984                                
  Management Fee                                138,355    143,889    149,645    155,631                                
  Reserves                                       91,589     95,252     99,063    103,025                              
                                                                                                                       
Total Expenses:                               1,037,666  1,079,173  1,122,340  1,167,234                                 
Per SF Per Yr.                                     4.23       4.40       4.58       4.76                               
Per Unit Per Yr.                                  4,473      4,652      4,838      5,031                              
                                              ---------  ---------  ---------  ---------                             
Net Operating Income:                         1,729,433  1,798,610  1,870,555  1,945,377                                
Per SF Per Yr.                                     7.05       7.33       7.63       7.93
Per Unit Per Yr.                                  7,454      7,753      8,063      8,385
- -----------------------------------------------------------------------------------------                     

Capital Items:
 Deterred Maintenance     
                                              ---------  ---------  ---------  ---------
Cash Flow:                                    1,729,433  1,798,610  1,870,555  1,945,377 
                                              ---------  ---------  ---------  ---------
Present Value Factor                           0.403883   0.360610   0.321973   0.287476  
                                                                   
Present Value of Cash Flow                      698,489    648,597    602,269    559,249    
                           
NOI in 11th Year     
Ro at Reversion      

                     
Indicated Reversion  
Less: Sales Costs    
Reversion in 11th Yr
</TABLE> 
<PAGE>
 
================================================================================
                              CASH FLOW SUMMARY                                 
     ------------------------------------------------------------------        
     Fiscal Year            Annual          12.00%            PV of            

     Ending 11/30         Cash Flows      NPV Factor        Cash Flows         
     ------------------------------------------------------------------        
             1998         $1,064,227        0.892857          $950,203          
             1999         $1,366,796        0.797194         1,089,601          
             2000         $1,421,468        0.711780         1,011,773          
             2001         $1,478,326        0.635518           939,503          
             2002         $1,537,460        0.567427           872,396          
             2003         $1,598,958        0.506631           810,082          
             2004         $1,662,916        0.452349           752,219          
             2005         $1,729,433        0.403883           698,489          
             2006         $1,798,610        0.360610           648,597          
             2007         $1,870,555        0.321973           602,269          
                                                               -------

     Total                                                  $8,375,130 

     Projected NOI in 11th Year                             $1,945,377 

     Going-out Capitalization Rate                               10.00%
                                                                 -----

     Estimated Value of Property at End of 10th Year       $19,453,768 

     Less Sales Cost @                          4.00%         (778,151) 
                                                              ---------   

     Value of Reversion at End of 10th Year                $18,675,617 

     Discount Factor                           12.00%         0.321973 
                                                              --------

     Present Value of the Reversion                         $6,013,049 

     Sum of Present Values of Cash Flow                      8,375,130
                                                             ---------

     Market Value as of November 30, 1997                  $14,388,179
                        
                                        Rounded            $14,400,000

================================================================================
<PAGE>
 
<TABLE> 
=========================================================================================================
                              DIRECT CAPITALIZATION
<S>                                                    <C>                  <C>                <C>       
Gross Potential Rental Income                            2,186,640                                       
Other Income                                                26,800                                       
                                                                                                         
Total                                                    2,213,440                                       
                                                                                                         
Gross Income                                             2,213,440                                       
Vacancy                            5.00%                   110,672                                       
                                                                                                         
Effective Gross Income                                                                          2,102,768
                                                                                                         
Expenses                                                                                                 
                                                                                                         
                         Real Estate Taxes                 139,901                                       
                         Insurance                          17,285                                       
                         Operating Expenses                198,973                                       
                         Utilities                         102,037                                       
                         Repairs & Maintenance              86,732                                       
                         Contract Services                  45,917                                       
                         General Administrative             22,958                                       
                         Management Fee                    105,138                                       
                         Reserves for Replacement           69,600                                       
                                                                                                         
Total Expenses                                                                                    788,541
                                                                                                         
Net Operating Income                                                                            1,314,227
                                                                                                         
Capitalization Rate                                                                                 9.25%
                                                                                                         
Fee Simple Stabilized Market value                                                             14,207,858
                                                                                                         
Less:                    Deferred Maintenance                                                     250,000
                         Rent Loss Due to Lease Up                                                  7,120
                                                                                                         
Leased Fee "As Is" Market Value                                                                13,950,737
                                                                    (Rounded)                  14,000,000 

                         Rent Loss Due to Lease-up
- ---------------------------------------------------------------------------------------------------------

                                                            Year 1               Year 2       
                                                          
                                                       -------------        ------------- 
Stabilized NOI                                            1,314,227            1,314,227       
Projected NOI                                             1,306,608            1,366,796       
                                                                                              
                                                       -------------        -------------
Rent Loss                                                     7,619                    0       
PV Factor                7.00%                          0.934579439          0.873438728       

                                                       -------------        -------------
PV Income Loss                                                7,120                    0       
                                                                                              
Cumulative Total                                                                   7,120        
=========================================================================================================
</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 adjusted for reserves from 8.75 to
                    11.13 percent. As previously discussed, a "going-in"
                    capitalization rate of 9.25 percent was deemed appropriate
                    after adjusting for reserves.

                    Since the subject is estimated to have attained a stabilized
                    occupancy in Year 1, it is not necessary to deduct the rent
                    loss due to lease-up/contract rents. However, deferred
                    maintenance expenditures are deducted to derive the
                    subject's "as is" value by this approach. This methodology
                    is illustrated above. The final value by this method is as
                    follows:

                           FOURTEEN MILLION DOLLARS
                                 ($14,000,000)

INCOME APPROACH      
CONCLUSION          DCF Method......................................$14,400,000
                    Direct Capitalization Method....................$14,000,000

                    The two methods of comparison are supportive of each other.
                    We are of the opinion that the "as is" leased fee market
                    value of the subject property, as of November 30, 1997 is
                    $14,200,000 as indicated by the Income Approach.

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

                             SALES COMPARISON APPROACH               $14,300,000
                             INCOME APPROACH                         $14,200,000

                    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,
                    that market activity based on the willing buyer/willing
                    seller concept. Because the market data provided a number of
                    recent sales which are considered relatively comparable and
                    in the subject's general area, we have placed weight on this
                    approach.

                    The Income Approach attempts to measure investment qualities
                    of the property. Based on rental rates in the immediate area
                    of the subject, estimated 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 also placed weight on the Income Approach.

                    The two approaches are supportive of each other. Therefore,
                    it is our opinion that the "as is" leased fee market value
                    of the subject property, on an all cash basis, as of
                    November 30, 1997 is


                       THIRTEEN MILLION EIGHT HUNDRED THOUSAND DOLLARS
                                     ($14,200,000)

                                                                              47
<PAGE>
 
                                MONTCLAIR PARC
- --------------------------------------------------------------------------------


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

PROPERTY IDENTIFICATION
Job Number                  97-067
Project Name                Montclair Parc
Address                     7201 Shannopin Drive
City/ State                 Charlotte, N.C.

TRANSACTION DATA
Sale Date                   08/97
Grantor (Seller)            Charlotte Montclair L.P.
Grantee (Buyer)             CWS Harbor Cove/Montclair Associates Ltd., et al.
Recorded Document           9199-105
Sale Price                  $21,013,000
Occupancy                   96%
Sale Price per Unit         $70,043
Sale Price per SF           $73.92
Capitalization Rate         9.62%

TERMS OF SALE               Cash to seller; $16,000,000 mortgage to Connecticut
                            General Life

INCOME/EXPENSE DATA
Potential Gross Income             $3,082,980
Vacancy/Collection Loss            $ (123,319)
Effective Gross Income             $2,959,661
Operating Expenses                 $ (938,045) est.
Net Operating Income               $2,021,616 est.

PROPERTY DESCRIPTION
Year Built                  1995
Last Year Renovated         NA
Number of Stories           2-3
Number of Units             300
Number of Bedrooms          468
Net Rentable Area           284,256 SF
Average Unit Size           948 SF
Land Area                   22.35 Acres
Unit Density                13.42 Units per Acre
Property Condition          Excellent
Parking (type)              Open, asphalt paved and carport, some garages 
Construction Type           Wood frame with brick and wood siding, composition
                            roof

Confirmed With              Harvey Jeffers, Yandle-Jeffers Group & Charlotte 
                            Apartment Report (9/97)  
Date Confirmed              11/14/97 and 11/24/97 by Stevan Bach, Bach Realty 
                            Advisors
Comments                    Amenities include swimming pool, clubhouse, rec
                            center, business center, and security alarm. Garage
                            parking is $65/month and carports are $20/month
                            premium in the monthly rent.
<PAGE>
 
                                    THE OAKS
- --------------------------------------------------------------------------------


                            [PICTURE APPEARS HERE]



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

PROPERTY IDENTIFICATION
Job Number                  97-067
Project Name                The Oaks
Address                     4915 Misty Oaks Drive
City/ State                 Charlotte, N.C.

TRANSACTION DATA
Sale Date                   06/97
Grantor (Seller)            Allegience Group, AGI
Grantee (Buyer)             Merryland
Recorded Document           9111-675
Sale Price                  $20,250,000
Occupancy                   97.2%
Sale Price per Unit         $63,679
Sale Price per SF           $72.08
Capitalization Rate         8.99%

TERMS OF SALE               Cash to seller

INCOME/EXPENSE DATA
Potential Gross Income             $2,880,658
Vacancy/Collection Loss              $(80,658)
Effective Gross Income             $2,800,000
Operating Expenses                  $(979,525)
Net Operating Income               $1,820,475

PROPERTY DESCRIPTION
Year Built                  1996
Last Year Renovated         NA
Number of Stories           2
Number of Units             318
Number of Bedrooms          460
Net Rentable Area           280,948 SF
Average Unit Size           883 SF
Land Area                   26.5 Acres
Unit Density                12 Units per Acre
Property Condition          Excellent
Parking (type)              112 Garages
Construction Type           Wood frame with masonite siding and brick veneer
Project Amenities:          Outdoor pool, tennis court, sport court, clubhouse,
                            fitness center, picnic/grill areas, controlled
                            access gate.

Confirmed With              Murray Williams, First Union Corp.
Date Confirmed              11/12/97 by Stevan Bach, Bach Realty Advisors, Inc.
<PAGE>
 
                                OAKWOOD GARDENS
- --------------------------------------------------------------------------------



                            [PICTURE APPEARS HERE]
<PAGE>
 
                        COMPARABLE APARTMENT SALE    3

PROPERTY IDENTIFICATION
Job Number                  97-067
Project Name                Oakwood Gardens
Address                     2305 New England Street
City/ State                 Charlotte, N.C.

TRANSACTION DATA
Sale Date                   05/97
Grantor (Seller)            Dominion HBA, L.P.
Grantee (Buyer)             Oakwood Gardens -- Coronado, L.P.
Recorded Document           9061-147
Sale Price                  $23,500,000
Occupancy                   80%
Sale Price per Unit         $81,597
SalePriceper SF             $73.17
Capitalization Rate         8.75%

TERMS OF SALE               Cash to seller

INCOME/EXPENSE DATA
Potential Gross Income            $3,704,313
Vacancy/Collection Loss           $ (740,863)
Effective Gross Income            $2,963,450
Operating Expenses                $ (907,200)
Net Operating Income              $2,056,250

PROPERTY DESCRIPTION
Year Built                  1996
Last Year Renovated         NA
Number of Stories           2 and 3
Number of Units             288
Number of Bedrooms          518
Net Rentable Area           321,190 SF
Average Unit Size           1,115 SF
Land Area                   25.018 Acres
Unit Density                11.51 Units per Acre
Property Condition          Excellent
Parking (type)              38 detached and 37 attached garages
Construction Type           Wood frame w/stone veneer/Board siding
Project Amenities           Tennis, exercise facility, outdoor pool,
                            basketball court, clubhouse, picnic area, laundry
                            room, volleyball court, business center

Confirmed With              Murray Williams, First Union Corporation
Date Confirmed              11/12/97 by Stevan Bach, Bach Realty Advisors, Inc.
Comments                    Approximately 30% of the units were planned for
                            conversion to corporate apartment rental by buyer
<PAGE>
 

                                 STONEY POINTE
- --------------------------------------------------------------------------------



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

PROPERTY IDENTIFICATION
Job Number                   97-067
Project Name                 Stoney Pointe
Address                      4616 Stoney Trace Drive
City/ State                  Charlotte, N.C.

TRANSACTION DATA
Sale Date                    03/97
Grantor (Seller)             Capers Properties, L.P.
Grantee (Buyer)              UDRT of N.C., L.L.C.
Recorded Document            8955-483
Sale Price                   $17,305,000
Occupancy                    91%
Sale Price per Unit          $43,263
Sale Price per SF            $47.87
Capitalization Rate          8.93%

TERMS OF SALE                Cash to assumed mortgage of $12,629,698

INCOME/EXPENSE DATA
Potential Gross Income             $2,988,480 est.
Vacancy/Collection Loss            $(268,963)
Effective Gross Income             $2,719,517
Operating Expenses                 $(1,174,063)
Net Operating Income               $1,545,454

PROPERTY DESCRIPTION
Year Built                   1991
Last Year Renovated          NA
Number of Stories            3
Number of Units              400
Number of Bedrooms           800
Net Rentable Area            361,520 SF
Average Unit Size            904 SF
Land Area                    28.37 Acres
Unit Density                 14.10 Units per Acre
Property Condition           Good
Parking (type)               Open asphalt
Construction Type            Wood frame with wood siding and gable composition 
                             shingle roof
Project Amenities            Clubhouse, pool, tennis court, exercise facility,
                             laundry, and fireplaces

Confirmed With               Harvey Jeffers, Yandle-Jeffers Group & Charlotte
                             Apartment Report (9/97) 
Date Confirmed               11/14/97 and 11/24/97 by Stevan Bach, Bach Realty
                             Advisors, Inc.
<PAGE>
 
                               PROVIDENCE SQUARE
- --------------------------------------------------------------------------------


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


PROPERTY IDENTIFICATION
Job Number                  97-067
Project Name                Providence Square
Address                     100 Providence Square
City/ State                 Charlotte, N.C.

TRANSACTION DATA
Sale Date                    02/97
Grantor (Seller)             100 Providence Square, L.P.
Grantee (Buyer)              The Corner, L.P.
Recorded Document            8939-490
Sale Price                   $20,510,000
Occupancy                    99%
Sale Price per Unit          $43,362
Sale Price per SF            $33.03
Capitalization Rate          11.13%

TERMS OF SALE                Cash to mortgage with balance of $16,789,620

INCOME/EXPENSE DATA
Potential Gross Income             $4,502,915
Vacancy/Collection Loss            $($45,029)
Effective Gross Income             $4,457,886
Operating Expenses                 $(2,173,318) est.
Net Operating Income               $2,284,568

PROPERTY DESCRIPTION
Year Built                   1969
Last Year Renovated          Unknown
Number of Stories            2
Number of Units              473        
Number of Bedrooms           1,187      
Net Rentable Area            620,948 SF 
Average Unit Size            1,313 SF    
Land Area                    62 Acres
Unit Density                 7.63 Units per Acre
Property Condition           Good
Parking (type)               Open spaces, asphalt paved
Construction Type            Wood frame with brick and wood exterior, gable 
                             composition shingle roof

Confirmed With               Harvey Jeffers, Yandle-Jeffers Group
Date Confirmed               11/14/97 by Stevan Bach, Bach Realty Advisors, Inc.
Comments                     Amenities are clubhouse, pool, tennis court,
                             playground, storage and fireplaces.
<PAGE>
 
                                  THE REGENCY
- --------------------------------------------------------------------------------


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

PROPERTY IDENTIFICATION
Job Number                  97-067
Project Name                The Regency
Address                     4817 Water Oak Road
City/ State                 Charlotte, N.C.

TRANSACTION DATA
Sale Date                   12/96
Grantor (Seller)            PERA Regency, Inc. (Invesco Realty Advisors)
Grantee (Buyer)             Merry Land
Recorded Document           NA
Sale Price                  $11,200,000
Occupancy                   94%
Sale Price per Unit         $62,921
Sale Price per SF           $67.99
Capitalization Rate         9.22%

TERMS OF SALE               Cash to seller

INCOME/EXPENSE DATA
Potential Gross Income             $1,645,821
Vacancy/Collection Loss            $(61,485)
Effective Gross Income             $1,584,336
Operating Expenses                 $(551,800)
Net Operating Income               $1,032,536

PROPERTY DESCRIPTION
Year Built                  1988
Last Year Renovated         N/A
Number of Stories           2 and 3
Number of Units             178
Number of Bedrooms          314
Net Rentable Area           164,724 SF
Average Unit Size           925 SF
Land Area                   15.16 Acres
Unit Density                11.74 Units per Acre
Property Condition          Good
Parking (type)              Open, asphalt paved and carports
Construction Type           Wood frame/stucco and brick exterior
Project Amenities           Clubhouse, pool, tennis court, and laundry rooms. 
                            Units have microwaves and some units have fireplaces

Confirmed With              Murray Williams, First Union Corp.
Date Confirmed              11/12/97 by Stevan Bach, Bach Realty Advisors, Inc.
Comments                    Carports bring a $25/month rent premium
<PAGE>
 
                             FAIRWAYS AT PIPER GLEN
- --------------------------------------------------------------------------------


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

PROPERTY IDENTIFICATION
Job Number                  97-067
Project Name                Fairways at Piper Glen
Address                     6200 Birkdale Valley Drive
City/ State                 Charlotte, N.C.

TRANSACTION DATA
Sale Date                   10/97
Grantor (Seller)            Fairfield Communities/Graystone Realty, Ing.
Grantee (Buyer)             Ing
Recorded Document           6777-646
Sale Price                  $24,500,000
Occupancy                   92%
Sale Price per Unit         $72,917
Sale Price per SF           $77.24
Capitalization Rate         9.30%

TERMS OF SALE               Cash to seller, assumed mortgage of $12,629,698

INCOME/EXPENSE DATA
Potential Gross Income             $3,645,326
Vacancy/Collection Loss            $(291,626)
Effective Gross Income             $3,353,700
Operating Expenses                 $(1,075,200)
Net Operating Income               $2,278,500

PROPERTY DESCRIPTION
Year Built                  1996
Last Year Renovated         NA
Number of Stories           2 and 3
Number of Units             336
Number of Bedrooms          520
Net Rentable Area           317,208 SF
Average Unit Size           944 SF
Land Area                   24.884 Acres
Unit Density                13.50 Units per Acre
Property Condition          Excellent
Parking (type)              Detached and attached garages and open asphalt paved
                            spaces
Construction Type           Wood frame/Brick veneer/Board siding, composition
                            shingle roof
Project Amenities           Pool, clubhouse, exercise facility 
Unit Amenities              Fireplaces, microwaves, ceiling fans, 9 ft.
                            ceilings, crown molding, security alarm

Confirmed With              Murray Williams, First Union Corporation
Date Confirmed              11/12/97 by Stevan Bach, Bach Realty Advisors, Inc.
Comments                    Luxury class apartments. This was a pre-sale of a 
                            property that was in lease-up at sale date.
<PAGE>
 
                                 ALEXANDER PLACE
- --------------------------------------------------------------------------------


                            [PICTURE APPEARS HERE]


                            [PICTURE APPEARS HERE]
<PAGE>
 
                               RENT COMPARABLE 1


PROPERTY IDENTIFICATION
Name of Project:                  Alexander Place
Street Address:                   6316 Cameron Forest Lane
City/State:                       Charlotte, North Carolina

PROPERTY DESCRIPTION
Year Built/Renovated:             1984/85
Number of Buildings:              22
Number of Stories:                2 and 3
Number of Units:                  309
Net Rentable Area (SF):           323,019
Average Unit Size (SF):           1,045
Parking Surface:                  Asphalt
Type of Construction:             Wood siding with pitched composition shingle
                                  roofs
Unit Mix:

<TABLE> 
<CAPTION> 
                                  TOTAL       UNIT         SIZE      MONTHLY       MONTHLY
                                  UNITS       TYPE         (SF)       RENT         RENT/SF
                                ------------------------------------------------------------
                                <S>        <C>             <C>      <C>         <C>   
                                   66        1BR/1BA         900    $750-775    $0.833-0.861
                                   66      1BR/1BA/DEN     1,063     805-830     0.757-0.781
                                  177       2BR/2BA        1,093     825-885      0.755-0.81
</TABLE> 

Unit Amenities:                   Fireplaces and washer/dryer. Some units have
                                  microwave, vaulted ceilings, and ceiling fans.

Project Amenities:                (2) swimming pools, (2) tennis courts, (2) hot
                                  tubs, clubrooms, golf cage, and laundry
                                  facility

ECONOMIC DATA
Percent Occupied:                 89%
Avg. Monthly Rent/SF of NRA:      $0.791
Electricity Paid By:              Tenant
Length of Lease:                  6 through 12 months
Security Deposit:                 $150/1 BR          $250/2 BR
Pets Allowed/Deposit:             $300 deposit with $10 monthly pet fee ($150 
                                  nonrefundable)

Confirmed With:                   1997 Carolinas Real Data and on-site 
                                  management
Date Confirmed:                   12/97 by Stevan Bach, Bach Realty Advisors, 
                                  Inc.

Comments:                         This management company requires a $150
                                  application fee. Across the street from
                                  subject property. This property resurfaced and
                                  restriped parking areas and painted the
                                  exteriors of its buildings in 1996. There are
                                  47 newly constructed enclosed garages at $100
                                  per month additional rent.

Concessions                       $75-$ 100 off each month rent. Coupon in
                                  Apartment Guides gives additional $200 off 1st
                                  month rent.
<PAGE>
 
                                SUMMIT SIMSBURY
- --------------------------------------------------------------------------------


                            [PICTURE APPEARS HERE]
<PAGE>
 
                               RENT COMPARABLE 2


PROPERTY IDENTIFICATION
Name of Project:                           Summit Simsbury
Street Address:                            4428 Simsbury Road
City/State:                                Charlotte, North Carolina

PROPERTY DESCRIPTION
Year Built/Renovated:                      1985
Number of Buildings:                       Unknown
Number of Stories:                         2-3
Number of Units:                           100
Net Rentable Area (SF):                    87,400
Average Unit Size (SF):                    874
Parking Surface:                           Asphalt
Type of Construction:                      Wood frame with brick and wood 
                                           exterior, composition shingle roof

Unit Mix:

<TABLE> 
<CAPTION> 
                                                  TOTAL    UNIT      SIZE     MONTHLY     MONTHLY
                                                  UNITS    TYPE      (SF)      RENT       RENT/SF
                                                -----------------------------------------------------
                                                <S>       <C>        <C>     <C>         <C> 
                                                   40     1BR/1BA     760    $720-735        $0.947-
                                                   60     2BR/2BA     950     855-920          0.967
                                                                                         0.900-0.968
</TABLE> 

Unit Amenities:                            Washer/dryer units and connections,
                                           microwaves, fireplaces, storage.
Project Amenities:                         Indoor/outdoor swimming pool, laundry
                                           room, clubroom, and security alarms.

ECONOMIC DATA
Percent Occupied:                          93%
Avg. Monthly Rent/SF of NRA:               $0.942
Electricity Paid By:                       Tenant
Length of Lease:                           6 and 12 months
Security Deposit:                          $300
Pets Allowed/Deposit:                      $400

Confirmed With:                            On-site management and 1997 Carolinas
                                           Real Data
Date Confirmed:                            12/97 by Stevan Bach, Bach Realty
                                           Advisors, Inc.

Comments:                                  $50 off rent for 1 bedroom
<PAGE>
 
                               PROVIDENCE COURT
- --------------------------------------------------------------------------------


                            [PICTURE APPEARS HERE]



                            [PICTURE APPEARS HERE]
<PAGE>
 
                               RENT COMPARABLE 3

PROPERTY IDENTIFICATION
Name of Project:                          Providence Court
Street Address:                           8110 Providence Court Lane
City/State:                               Charlotte, North Carolina

Property Description
Year Built/Renovated:                     1996
Number of Buildings:                      Unknown
Number of Stories:                        2
Number of Units:                          420
Net Rentable Area (SF):                   453,804
Average Unit Size (SF):                   1,080
Parking Surface:                          Asphalt
Type of Construction:                     Wood frame with brick and wood siding,
                                          composition shingle roof

Unit Mix:

<TABLE> 
<CAPTION> 
                                           TOTAL       UNIT         SIZE      MONTHLY      MONTHLY
                                           UNITS       TYPE         (SF)       RENT       RENT/SF
                                          -------------------------------------------------------------   
                                          <S>          <C>          <C>   <C>           <C>         
                                             72        lBR/lBA        773        $650        $0.841
                                             72        lBR/1BA        875     690-795   0.789-0.909
                                             36        2BR/lBA      1,003     750-855   0.748-0.852
                                            168        2BR/2BA      1,192     860-985   0.721-0.826
                                             72        3BR/lBA      1,372 1,090-1,200   0.794-0.875 
</TABLE> 

Unit Amenities:                           Washer/dryer connections (some w/d),
                                          fireplaces, microwave, vaulted
                                          ceilings, and ceiling fans
Project Amenities:                        2 swimming pools, fitness center, spa,
                                          tennis court, clubroom, controlled
                                          access, storage, security alarm.

ECONOMIC DATA
Percent Occupied:                         74%
Avg. Monthly Rent/SF of NRA:              $0.808
Electricity Paid By:                      Tenant
Length of Lease:                          6 and 12 months
Security Deposit:                         $150/1BR     $250/2 BR
Pets Allowed/Deposit:                     $300

Confirmed With:                           On-site management and Carolina Real
                                          Data
Date Confirmed:                           12/97 by Stevan Bach, Bach Realty
                                          Advisors, Inc.

Comments:                                 Move in by December 25/th/, 1/2 month
                                          off 1/st/ month rent with 12 month 
                                          lease - 1/4month off on 6 month lease
<PAGE>
 
                                SUMMIT BALLENTYNE
- --------------------------------------------------------------------------------


                            [PICTURE APPEARS HERE]
<PAGE>
 
                               RENT COMPARABLE 4

PROPERTY IDENTIFICATION
Name of Project:                      Summit Ballentyne
Street Address:                       13901 Summit Commons
City/State:                           Charlotte, North Carolina

PROPERTY DESCRIPTION
Year Built/Renovated:                 1997
Number of Buildings:                  Unknown
Number of Stories:                    3
Number of Units:                      220 (current) -- take over 240
Net Rentable Area (SF):               243,503
Average Unit Size (SF):               1,107
Parking Surface:                      Asphalt
Type of Construction:                 Wood frame with brick and wood exterior,
                                      composition shingle roof

Unit Mix:

<TABLE> 
<CAPTION> 
                                               TOTAL       UNIT         SIZE     MONTHLY   MONTHLY
                                               UNITS       TYPE         (SF)     RENT      RENT/SF
                                              ----------------------------------------------------
                                              <S>         <C>          <C>       <C>       <C>                   
                                                52          1BR/1BA      837       $670     $0.80
                                                26          2BR/1BA      996        780      0.78
                                                84          2BR/2BA    1,155        850      0.74
                                                13        2BR/2BATH    1,400      1,280      0.92
                                                45          3BR/2BA    1,315      1,010      0.77
</TABLE> 

Unit Amenities:                       Washer/dryer connections, some units have
                                      w/d, microwave, fireplace, ceiling fan,
                                      covered parking.
Project Amenities:                    Swimming pool, tennis court, clubhouse,
                                      laundry facility, fitness center, garages

ECONOMIC DATA
Percent Occupied:                     56% (in lease-up)
Avg. Monthly Rent/SF of NRA:          $0.78
Electricity Paid By:                  Tenant
Length of Lease:                      6, 9, and 12 months
Security Deposit:                     $200/1 BR $300/2 BR
Pets Allowed/Deposit:                 $300/$150 refundable per pet (refundable)

Confirmed With:                       On-site management and Carolina Real Data
Date Confirmed:                       12/97 by Stevan Bach, Bach Realty
                                      Advisors, Inc.

Comments:                             Free vacation or 1 month free for 12 to 18
                                      month leases. Still finishing
                                      construction.
<PAGE>
 
                                   CRESTMONT
- --------------------------------------------------------------------------------


                            [PICTURE APPEARS HERE]
<PAGE>
 
                               RENT COMPARABLE 5

PROPERTY IDENTIFICATION
Name of Project:                      Crestmont at Ballantyne
Street Address:                       9200 Otter Creek Drive
City/State:                           Charlotte, North Carolina

PROPERTY DESCRIPTION
Year Built/Renovated:                 1997
Number of Buildings:                  Unknown
Number of Stories:                    2-3
Number of Units:                      282
Net Rentable Area (SF):               237,275
Average Unit Size (SF):               838
Parking Surface:                      Asphalt
Type of Construction:                 Wood frame with brick and wood veneer,
                                      composition shingle roof

Unit Mix:

<TABLE> 
<CAPTION> 
                                              TOTAL         UNIT     SIZE     MONTHLY    MONTHLY
                                              UNITS         TYPE     (SF)        RENT    RENT/SF
                                      -------------------------------------------------------------
                                      <S>             <C>            <C>      <C>        <C>        
                                               36         lBR/1BA      816       $675      $0.82
                                               24         lBR/lBA      890        700       0.78
                                               31     1BR/1BA/DEN    1,040        765       0.73
                                               20     lBR/lBA/DEN    1,115        785       0.70
                                              146         2BR/1BA    1,201        860       0.70
                                               26         3BR/2BA    1,440      1,200       0.83
</TABLE> 

Unit Amenities:                       Washer/dryer, fireplaces, covered parking,
                                      microwaves
Project Amenities:                    Swimming pool, 2 tennis courts, hot tub,
                                      exercise room, clubroom, laundry

ECONOMIC DATA
Percent Occupied:                     74% (in lease-up)
Avg. Monthly Rent/SF of NRA:          $0.74
Electricity Paid By:                  Tenant
Length of Lease:                      6-12 months
Security Deposit:                     $200
Pets Allowed/Deposit:                 $250 nonrefundable pet fee

Confirmed With:                       On-site management and Carolina Real Data
Date Confirmed:                       12/97 by Stevan Bach, Bach Realty
                                      Advisors, Inc.

Comments:                             Half month free on any 2 BR/2 BA
<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>
 
================================================================================

                     A COMPLETE, SELF-CONTAINED APPRAISAL
                                        
                                      OF
                                        
             THE LAKEVIEW VILLAGE APARTMENTS 100 LAKE VISTA DRIVE

                          PONTE VEDRA BEACH, FLORIDA
                                        


                                      FOR
                                        
                       HUTTON/CON AM REALTY INVESTORS 5 
                             1764 SAN DIEGO AVENUE
                          SAN DIEGO, CALIFORNIA 92110
                                        


                                     AS OF
                                        
                               NOVEMBER 30, 1997
                                        


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

                                  BRA: 97-068

================================================================================
<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..........................19
          Site Description...................................24
          Improvements.......................................26
          Highest and Best Use...............................28
          Appraisal Procedures...............................31
          Sales Comparison Approach..........................33
          Income Approach....................................37
          Reconciliation.....................................47
</TABLE>

                                    ADDENDA
                                        
                          Improved Sales Comparables
                               Rent Comparables
                               Legal Description
                          Professional Qualifications
<PAGE>
 
                                                                            BACH
                                                           Realty Advisors, Inc.
                                            Appraisal, Consultation & Litigation


March 14, 1998


Hutton/Con Am Realty Investors 5

1764 San Diego Avenue
San Diego, California 92110


Re:  A Complete, Self-Contained Appraisal Of The 240-Unit Multifamily Apartment
     Complex Known As the Lakeview Village Apartments Located At 100 Lake Vista
     Drive in Ponte Vedra Beach, Florida;

     BRA:  97-068

Gentlemen:

By your request and authorization, we have inspected the above-referenced
property and have investigated the real estate market in the subject area in
order to provide the value of the leased fee estate of the subject property as
of November 30, 1997. This 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 November 30, 1997 is in the sum of


                 ELEVEN MILLION SEVEN HUNDRED THOUSAND DOLLARS
                                 ($11,700,000)



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


                                                             Four Houston Center
                                                          1221 Lamar, Suite 1325
                                                               Houston, TX 77010
                                                                  (713) 739-0200
                                                              Fax (713) 739-0208
<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 any 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 appraisal
                          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

                                                                               2
<PAGE>
 
                          actually be achieved. Further, deductions from the
                          cash flow for deferred maintenance are based on our
                          conversations with representatives of ConAm
                          Management.

                     12.  That the square footage figures are based on floor
                          plans and information supplied to the appraiser by
                          ConAm 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 his
                     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 November 30, 1997 is $11,700,000.


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

                                                                               5
<PAGE>
 
                         SALIENT FACTS AND CONCLUSIONS
- --------------------------------------------------------------------------------
                                        
Identification:                Lakeview Village Apartments
                               100 Lake Vista Drive
                               Ponte Vedra Beach, Florida

Location:                      West of State Highway AlA on the north side of
                               Ponte Vedra Lakes Drive south of the Duval/St.
                               Johns county line in Ponte Vedra Beach, Florida

BRA:                           97-068

Legal Description:             19.47-acre tract out of Government Lot 2, Section
                               16, Township 3 South, Range 29 East, St. Johns
                               County, Florida

Land Size:                     19.47 acres or 848,113 square feet

Building Area:                 263,424 square feet of net rentable space plus a
                               1,500-square-foot clubhouse/leasing office

Year Built:                    1984

Unit Mix:                      48 lBR/1BA at 867 square feet
                               80 lBR/1BA/DEN at 1,059 square feet
                               112 2BR/2BA at 1,224 square feet

Total Units:                   240

No. of Units:                  240

Average Unit Size:             1,098 square feet

Occupancy
 Physical:                     91.25 percent
 Economic:                     84.2 percent


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

Date of Value:                 November 30, 1997

"As Is" Market Value by
  Sale Comparison Approach:    $11,500,000

 "As Is" Market Value by
  Income Approach:             $11,700,000

"As Is" Market Value
  Conclusion:           -      $11,700,000

                                                                               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 of this appraisal report is the Lakeview
                       Village Apartments located at 100 Lake Vista Drive, Ponte
                       Vedra Beach, Florida.

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

DEFINITION OF
SIGNIFICANT TERMS      The Appraisal of Real Estate, Eleventh Edition, 1996,
                       ----------------------------                         
                       sponsored by the Appraisal Institute defines Market Value
                       as:

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

                       (1)  Buyer and seller are typically motivated;

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

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

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

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

                       Leased Fee Estate - An ownership interest held by a
                       -----------------                                  
                       landlord with the rights of use and occupancy conveyed by
                       lease to others. The rights of the lessor (the leased fee
                       owner) and the leased fee are specified by contract terms
                       contained within the lease./1/

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

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

PROPERTY RIGHTS
APPRAISED            The appraiser 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 St. Johns 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>
 
                            (AREA MAP APPEARS HERE)
                             ---------------------
<PAGE>
 
                          CITY/NEIGHBORHOOD ANALYSIS
- --------------------------------------------------------------------------------
                                        
                     Jacksonville is the seat of Duval County and is situated
                     near the northeastern corner of Florida on the St. Johns
                     River. This location is approximately 150 miles north of
                     Orlando, 165 miles east of Tallahassee, and 15 miles west
                     of the Atlantic Ocean.

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

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

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

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

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

                                                                               9
<PAGE>
 
                     Jacksonville was originally known as Florida's industrial
                     city due to its port, shipyards, paper mills, and food
                     processing plants. More recently, however, Jacksonville has
                     become known as a regional center for banking, insurance,
                     medicine and distribution. The Research Department of the
                     Jacksonville Chamber of Commerce reported that the six
                     largest private sector employers in the area were: Winn-
                     Dixie Grocery Company, AT&T, Publix Super Market, Blue
                     Cross/Blue Shield of Florida, Barnett Banks, and CSX
                     Transportation. Two of Florida's largest banks, Barnett
                     Bank and First Union, are officed in Jacksonville, along
                     with 30 insurance companies. Jacksonville is also becoming
                     a major back-office hub, as large corporations set up
                     customer service centers and data processing operations in
                     the area, including Merrill Lynch & Company, AT&T
                     Corporation, and America Online, Inc. in the past few
                     years. In addition, the world-renowned Mayo Clinic has one
                     of its two regional medical centers located in southeastern
                     Jacksonville. The recent additions in these medical and
                     service-related industries have contributed to a more
                     diverse economy in the area, and have helped civic leaders'
                     attempts to transform the city's image from that of an
                     industrial town to a regional distribution, service, and
                     financial center.

                     The largest contributor to the Jacksonville employment
                     market is its three naval installations which include:
                     Cecil Field Naval Air Station, located in the southwest
                     sector of Duval County; Jacksonville Naval Air Station,
                     located on the west bank of the St. Johns River a few miles
                     south of the Central Business District (CBD), and the
                     Mayport Naval Training Center, situated at the mouth of the
                     St. Johns River near the Atlantic Ocean. These military
                     establishments in Jacksonville employ approximately 31,200
                     civilian and military personnel. More recently, Cecil Field
                     has been placed on the government's list of possible
                     closures due to budget cutting measures. It is due to be
                     closed in August 1999, which should result in the loss of
                     approximately 7,500 military and civilian jobs.
                     Jacksonville created the Cecil Field Development Commission
                     with the task of developing a reuse plan for Cecil Field.
                     The commission was dissolved in May 1997 as it had
                     completed its task and transferred duties and functions to
                     the Jacksonville Economic Development Commission.
                     Infrastructure improvements are being discussed and to date
                     funding has been secured for three major projects: survey
                     of the land for city incorporation; three-phased conversion
                     of the water and sewer systems to the city systems; and a
                     transportation study (completed). The Naval Air Station is
                     increasing in size because of the consolidation of units to
                     the Jacksonville Naval Air Station. The net result in the
                     closure and consolidation is little change in the present
                     number of personnel.

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

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

<TABLE>
<CAPTION>
                         NONAGRICULTURAL EMPLOYMENT                   NUMBER   PERCENT
                        --------------------------------------------------------------- 
                         <S>                                          <C>      <C>    
                         Manufacturing                                 35,500      7.4
                         Construction                                  24,200      5.0
                         Transportation, Communications, Utilities     32,000      6.7
                         Trade                                        117,600     24.5
                         Finance, Insurance, Real Estate               50,300     10.5
                         Services & Miscellaneous                     152,900     31.8
                         Government                                    67,200     14.0
                         Other                                            400      0.1
                                                                      -------    -----
                         Total                                        480,100    100.0 
</TABLE>

                     Source:  Florida Department of Labor and Employment
                              Security, November 1995.
                     Note:    The 480,100 estimates varies from the earlier
                              stated estimate of 460,245.

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

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

<TABLE>
<CAPTION>
 
                                                JACKSONVILLE MSA 
                                        YEAR   PER CAPITA INCOME
                                       -------------------------- 
                                        <S>    <C>              
                                        1986              $14,629
                                                                 
                                        1987               15,482
                                        1988               16,490
                                                                 
                                        1989               14,973
                                        1990               15,695
                                        1995               16,920 
</TABLE>

                     Source:  U.S. Department of Commerce, Bureau of Economic
                              Analysis

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

                                                                              11
<PAGE>
 
                     Jacksonville is a major distribution center of durable
                     goods for Florida and Georgia. Transportation facilities
                     include an international airport, rail service from various
                     railroad companies, numerous private freight distribution
                     companies, and bus service. Jacksonville has rail
                     facilities with multi-modal transportation capabilities.
                     The Port of Jacksonville, which utilizes the St. Johns
                     River from the east end of the CBD to the Atlantic Ocean,
                     is a leading import center for foreign automobiles. This
                     facility consists of both the Blount Island Marine Terminal
                     (867 acres) and the Talleyrand Docks and Terminals (173
                     acres) and features a 38-foot-deep channel. The
                     Jacksonville Port Authority has acquired 589 acres of
                     property on Dames Point for its third terminal development,
                     which is the result of demand from new ship lines. A
                     $300,000,000 project to deepen the harbor from 38 to 42
                     feet has been proposed. The international airport, operated
                     by the Jacksonville Port Authority, has undergone $100
                     million of improvements, which added two new terminals,
                     twelve new gates, and extended a runway to accommodate
                     larger planes for transcontinental flights.

                     Two major Interstate Highways, Interstate 10 and Interstate
                     95, intersect near downtown Jacksonville. Interstate 10
                     travels west from the city to the Gulf Coast communities in
                     the Southeastern U.S., then continues west through the
                     Southwestern U.S. to Los Angeles. Interstate 95 runs
                     north/south along the Eastern Seaboard of the U.S.
                     Interstate 295 provides a bypass around the major urbanized
                     areas of the city to the northeast, northwest, west, and
                     south. Completion of the eastern section of Interstate 295,
                     which would create a beltway around the city, has been
                     proposed with limited access approach roads expected to be
                     in place by 2000. Many of the express roads and highways in
                     Jacksonville formerly were toll roads; however, the toll
                     charges were removed in the mid-1980s.

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

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

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

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

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

                     The office market in Jacksonville is active and reports by
                     submarket in the August 15, 1997 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 in the northeast area of St. Johns
                     County approximately 18 aerial miles from the Jacksonville
                     CBD. The neighborhood is generally described as the
                     northernmost portion of St. Johns County, or that area
                     lying west of the Atlantic Ocean and south and east of the
                     St. Johns/Duval County Line immediately south of the city
                     of Jacksonville Beach. Although unincorporated, this
                     neighborhood is better known as the community of Ponte
                     Vedra Beach.

                     Florida State Highway AlA (Highway AlA) is a major
                     thoroughfare, which runs the length of Florida's Atlantic
                     Coast areas from Fernandina Beach at the north end to Miami
                     Beach in the south. Through the subject neighborhood, this
                     divided fourlaned road cuts through the neighborhood in a
                     similar north/south fashion. Just north of the subject
                     neighborhood boundary in Jacksonville Beach, Highway AlA
                     intersects with J. Turner Butler Boulevard, a major roadway
                     connecting

                                                                              14
<PAGE>
 
                     Jacksonville with its suburban beach communities. Highway
                     AlA runs generally about 5 blocks west of the Atlantic
                     coast in this neighborhood except at its southern end,
                     where it merges with State Road 203/Ponte Vedra Boulevard.
                     Ponte Vedra Boulevard continues northward from this point
                     immediately along the oceanfront. Major crossroads between
                     these two neighborhood roadways include Corona Road, about
                     1 mile south of the Duval County Line, and Solana Road,
                     several blocks north of Corona Road. Solana Road is a two-
                     laned street, which continues west from Highway AlA, then
                     turning southwest, and south along the Intracoastal
                     Waterway where its name changes to Roscoe Boulevard.
                     Finally, Palm Valley Road, a two-laned street, branches off
                     to the southwest from Highway AlA about 2 miles south of
                     the county line; Palm Valley Road, also known as State Road
                     210, continues southwestward providing access to the
                     neighborhood from U.S. Highway 1 and Interstate 95 at the
                     north end of St. Johns County. Approximately half of the
                     land within the neighborhood boundaries is east of the
                     Intracoastal Waterway; this half is approximately 60
                     percent developed. The area west of this canal lies largely
                     undeveloped and is predominantly marshland.

                     Ponte Vedra Beach enjoys a reputation as a popular resort
                     community and affluent suburban enclave in the Jacksonville
                     MSA. While no official population count exists, area real
                     estate professionals estimate the population of Ponte Vedra
                     Beach to be over 15,000 persons. The area is popular with
                     retirees for its proximity to beaches and for its numerous
                     resort-style subdivisions which often include country
                     clubs, golf courses, and tennis facilities. However, this
                     location within approximately 30 minutes of downtown
                     Jacksonville and even closer to large suburban office parks
                     on the city's south side has attracted local suburban
                     residents as well. The Mayo Clinic's regional facility at
                     San Pablo Road and J. Turner Butler Boulevard is just 4
                     miles northwest of this neighborhood. The Southpoint and
                     Southside Boulevard office centers to the west are a
                     reasonable 15-minute commute from the neighborhood along
                     Highway AlA and J. Turner Butler Boulevard, which
                     eventually intersects with Interstate 95 to the west.

                     In the retail sector, several neighborhood shopping centers
                     are noted along either side of Highway AlA. Ponte Vedra
                     Square is situated in this neighborhood at the southwest
                     corner of Highway AlA and Solana Road, which Ponte Vedra
                     Point shopping center is at the southwest corner of this
                     highway and Palm Valley Road. Between these two
                     neighborhood centers is a third, known as Sawgrass Village
                     along the west side of the street. Regional shopping can be
                     found at South Beach Regional Center, located just to the
                     north of the neighborhood boundary at the northwest corner
                     of Highway AlA and J. Turner Butler Boulevard in
                     Jacksonville Beach. A planned 250,000-square-foot center
                     was announced in late 1993 and was completed at the
                     southwest corner of Highway AlA and J. Turner Butler
                     Boulevard. Anchor tenants include Target, Publix, and Ace
                     Hardware. Currently there is a zoning change requested for
                     land adjacent to the subject Lakeview Village Apartments
                     for a new shopping center.

                     All of these retail developments are supported by the
                     growth and affluence of the residential sector in Ponte
                     Vedra Beach. The affluence of the neighborhood is
                     illustrated by the location of six country club
                     developments in the area over the past twelve years which
                     feature custom homes generally priced from $150,000 to

                                                                              15
<PAGE>
 
                     over $400,000, well above the median home price in the
                     Jacksonville MSA. The residential neighborhoods tend to
                     become more prestigious at the southern end of Ponte Vedra
                     Beach. This southern part of the community is the location
                     of both the Sawgrass and Tournament Players Club (TPC)
                     country club/golf course developments. The Professional
                     Golf Association and the Association of Tennis
                     Professionals both have headquarter offices in Ponte Vedra
                     Beach at the Tournament Players Club development, and each
                     has sponsored major professional tournaments within the
                     community in the last several years.

                     Office development in the Beaches area, which includes
                     Ponte Vedra, is primarily smaller sized buildings less than
                     30,000 square feet in size. The August 1997 Commercial Real
                     Estate publication surveyed 19 office buildings totaling
                     approximately 600,000 square feet and only 2 buildings were
                     in excess of 30,000 square feet. The current supply of
                     immediately available office space is low. The Ponte Vedra
                     market has more supply, but also has more demand
                     particularly in the law, medical professionals, financial
                     planners, and insurance professionals. Rental rates are in
                     the $19.00 to $21.00 per square foot full service category.
                     Demand is strong in Ponte Vedra and over 150,000 square
                     feet is proposed along the `hot' AlA corridor south of
                     State 202.

                     Several multifamily condominium and apartment projects are
                     located in Ponte Vedra Beach. Condos are typically found
                     immediately along the ocean or with the Sawgrass or TPC
                     developments, while apartments are located at the north end
                     of the neighborhood and along Highway AlA. According to the
                     Jacksonville Planning Department, which publishes a
                     quarterly apartment survey for the region, the Beach area
                     submarket in which Ponte Vedra Beach is located has among
                     the highest monthly average apartment rental rate of the
                     six submarkets in the Jacksonville MSA. Physical occupancy
                     rates in each of the existing apartment communities
                     surveyed were over 90 percent. At subject valuation date,
                     there were several apartment projects being constructed in
                     or near Ponte Vedra. Apartment development was occurring
                     west of AlA and south of J. Turner Butler Boulevard (State
                     202) and along Hodges Road north of J. Turner Butler
                     Boulevard. The apartment construction in or near Ponte
                     Vedra is more specifically identified as west of the
                     subject apartment complex near the Landing Parkway/Ponte
                     Vedra Lakes Boulevard intersection.

                     Despite the growth in the area, which has generally
                     occurred over the past twelve years, about one-third of the
                     land in the neighborhood lies vacant and ready for
                     development. To the south and west of this neighborhood are
                     typically vacant areas, which contain marshes or land
                     within the Guana River State Park; to the north is the
                     older city of Jacksonville Beach, and to the east is the
                     Atlantic Ocean. The St. Johns District provides bus service
                     to children in the neighborhood attending public schools;
                     Ponte Vedra Beach has its own elementary school at Highway
                     AlA and Corona Road. The University of North Florida is
                     located about 6 miles northwest of this neighborhood at J.
                     Turner Butler Boulevard and St. Johns Bluff Road. Police
                     and fire protection is provided by the county.

                                                                              16
<PAGE>
 
                     The neighborhood's access to supporting facilities,
                     Atlantic beaches, along with the location of prestigious
                     golf club communities within Ponte Vedra Beach have made
                     the neighborhood one of the most attractive areas in
                     Jacksonville. Physical occupancy rates in many multifamily
                     developments in this area are above 90 percent. As the
                     result of an improving local economy, there has been new
                     development in retail and multifamily housing. As the
                     economy continues to recover, the appraiser anticipates
                     that the demand for residential units and retail space will
                     become greater, and that space in the subject neighborhood
                     will actively participate in this increased absorption due
                     to all of the neighborhood's positive features stated
                     above. However, 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.

                     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>
 
                     The Ponte Vedra area is in demand and development activity
                     is present in the apartment, retail, and office areas. This
                     is in the Beaches area and reflects tourism, a retirement
                     population, etc. with a growing need/demand for medical,
                     financial, insurance, and law professionals. It is expected
                     that demand for apartments will continue into the near
                     future.

                                                                              18
<PAGE>
 
                       [MAP OF MARKET AREA APPEARS HERE]
<PAGE>
 
                           APARTMENT MARKET ANALYSIS
- --------------------------------------------------------------------------------

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

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

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

                    Source: Jacksonville Planning and Development Department

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

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

                                                                              19
<PAGE>
 
                    available; this survey is compiled based on the responses of
                    owners and/or managers of 27 percent of the total existing
                    apartment units in the area. Of the 27 percent or 14,575
                    units, there was a physical occupancy rate of 95.58 percent
                    with one bedroom apartments with the highest rate at 96.23
                    percent and efficiencies with the lowest average occupancy
                    rate this quarter at 92.25 percent. The physical occupancy
                    rates and average monthly rents as of the Second Quarter
                    1996 are generally higher among those properties, which were
                    built since 1990. The Third Quarter 1997 market survey by
                    Vestcor Realty Management, Inc. reflects the following
                    statistics for average occupancy.

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

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

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

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

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

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

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

                                                                              20
<PAGE>
 
                    the increase for all units should be between 1 percent to
                    2.3 percent or on average about 1.65 percent. Secondly, the
                    2nd Quarter 1997 average monthly rental for all units was
                    $574, which would indicate a $6.00 reduction to the 3rd
                    Quarter 1997 average monthly rent of $568.

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

SUBMARKET ANALYSIS  The subject property is located in the Beaches submarket.
                    This submarket is generally described as the northeastern
                    area of St. Johns County along the Atlantic Ocean at Ponte
                    Vedra Beach and including the Duval County beachfront
                    municipalities of Atlantic Beach, Neptune Beach, and
                    Jacksonville Beach.

                    Vestcor Realty Management, Inc.'s Third Quarter 1997 survey
                    features data on the apartment market within the city of
                    Jacksonville as well as the area within the subject
                    submarket and other immediate suburbs. This Third Quarter
                    1997 report, which is the most recent published to date,
                    states that the Beaches submarket had a 94.0 percent
                    physical occupancy rate, slightly higher than the average
                    occupancy rate of 92.8 percent of the eight submarkets
                    surveyed. This is a large increase from the 81.4 percent
                    physical occupancy rate experienced in this submarket during
                    the previous quarter and an increase from 93.6 percent in
                    the Third Quarter 1996. Reference is made to the following
                    table:

                                                                              21
<PAGE>
 
<TABLE> 
<CAPTION> 
                                                        PHYSICAL OCCUPANCY
                                        QUARTER/YEAR  RATE BEACHES SUBMARKET
                                       --------------------------------------
                                       <S>            <C>         
                                            01/92            93.63%  
                                            02/92            86.74%  
                                            03/92            88.13%  
                                            04/92            92.82%  
                                            01/93            94.43%  
                                            02/93            96.88%  
                                            03/93            91.95%  
                                            04/93            91.43%  
                                            01/94            92.57%  
                                            02/94            94.16%  
                                            03/94            95.34%  
                                            04/94            91.70% 
                                            01/95            98.46%  
                                            02/95            91.81%  
                                            03/95            95.38%  
                                            04/95            95.73%  
                                            01/96            94.89%  
                                            02/96            93.19%  
                                            03/96            93.60%  
                                            02/97            81.40% 
                                            03/97            94.30%   
</TABLE> 

                     Source:  Vestcor Apartment Market Survey for Greater
                              Jacksonville, Florida, Third Quarter 1997

                     The Beaches area apartments tend to attract more transient
                     tenants than the city of Jacksonville as a whole. This can
                     be noted in the wide occupancy rate changes from the above
                     table. Beaches area tenants are usually most attracted to
                     the area during the summer months. In addition, the pool of
                     prospective tenants in this submarket fluctuates with the
                     personnel movements at the nearby Mayport Naval Air Station
                     and with the attraction of the retirement populace.

                     The average monthly rental rate in the Beaches submarket,
                     at $606 as of the Second Quarter 1996, was among the
                     highest of all the submarkets in the area. In the Second
                     Quarter of 1997 the average monthly rental increased about
                     13 percent to $687 and then decreased 1 percent to $680 in
                     Third Quarter 1997. It is believed that some of the changes
                     in rental rates and occupancy is affected by new
                     construction of multi-family, condo, and single family
                     development in the Beaches and adjacent areas. The
                     following table illustrates the trend in rental rates for
                     the subject market according to the surveys by the
                     Jacksonville Planning and Development Department and
                     Vestcor.

                                                                              22
<PAGE>
 
<TABLE> 
<CAPTION> 
                                                       AVERAGE MONTHLY RENTAL
                                        QUARTER/YEAR   RATE BEACHES SUBMARKET
                                       ---------------------------------------
                                       <S>             <C>             
                                            01/92               $470 
                                            02/92                563
                                            03/92                577
                                            04/92                510
                                            01/93                500
                                            02/93                582
                                            03/93                496
                                            04/93                570
                                            01/94                598
                                            02/94                571
                                            03/94                551
                                            04/94                560
                                            01/95                546
                                            02/95                523
                                            03/95                662
                                            04/95                644
                                            01/96                689
                                            02/96                606
                                            03/96                674
                                            02/97                687
                                            03/97                680 
</TABLE>

                     Source:  Vestcor Apartment Market Survey for Greater
                              Jacksonville, Florida, Third Quarter 1997

                     Information regarding the number of new apartment projects,
                     proposed or under construction, was not made available in
                     the Third Quarter survey because the Beaches submarket is
                     located in St. Johns County and construction permits are
                     recorded in that county, not Duval County. There are
                     projects located near US Highway A1A being built in the
                     Ponte Vedra area and Beaches submarket. There are
                     additional projects being built along Hodges Road north of
                     J. Turner Butler Boulevard (State 202) which will
                     contribute competition to the Ponte Vedra apartment
                     communities.

                     The subject's submarket has exhibited a stabilized
                     occupancy of between 90 and 95 percent (with one exception)
                     according to one local apartment survey. The subject
                     property has a current economic occupancy of 84 percent and
                     is considered to be able to reach occupancy stabilization
                     within three years.. Although the Beaches submarket has
                     been an active market in the past, the future expected
                     development of additional apartment units may cause
                     problems for absorption of the existing vacant units unless
                     demand can remain commensurate with construction.
                     Additionally, there is some concern from the effect of the
                     proposed shopping center adjacent to Lakeview Village on
                     rental rates and/or occupancy.

                                                                              23
<PAGE>
 
                           [SITE PLAN APPEARS HERE]
<PAGE>
 
                                SITE DESCRIPTION
- --------------------------------------------------------------------------------

LOCATION               The subject site is located along the north side of Ponte
                       Vedra Lakes Drive west of Highway AlA just south of the
                       Duval/St. Johns county line. This location is in the
                       northeastern area of St. Johns County in the community of
                       Ponte Vedra Beach about 18 aerial miles southeast of the
                       Jacksonville CBD. The site is improved with the Lakeside
                       Village Apartments, which have a street address of 100
                       Lake Vista Drive, Ponte Vedra Beach, Florida.

SIZE AND SHAPE         A survey of the subject site was not available. A tax
                       plat map is provided to the reader on the facing page.
                       However, information provided by the client indicates
                       that the site comprises 19.47 acres. The front footage
                       along the north line of Ponte Vedra Lakes Drive was not
                       provided; however, a visual inspection of the property
                       indicated that the site has significant frontage on the
                       street.

ACCESS AND VISIBILITY  The property is easily visible from Ponte Vedra Lakes
                       Drive due to its adequate frontage on this street. Access
                       into the site is provided by Lake Vista Drive, a private
                       roadway running north from Ponte Vedra Lakes Drive into
                       the site. Ponte Vedra Lakes Drive is an asphalt-paved,
                       two-laned neighborhood thoroughfare which runs west from
                       Highway AlA through an area predominated by residential
                       apartments and town homes.

                       Indirect access to the property is provided via Highway
                       AlA to the east of the subject. Highway AlA is a four-
                       laned divided roadway and is the main thoroughfare in
                       Ponte Vedra Beach.

LEGAL DESCRIPTION      A legal description of the subject is contained in the
                       Addenda of this report. The subject site is generally
                       described as being a 19.47-acre tract out of Government
                       Lot 2, Section 16, Township 3 South, Range 29 East, St.
                       Johns County, Florida.

ZONING                 The site is zoned R-PUD 83-59, Ordinance 84-3, as part of
                       a residential planned development area by St. Johns
                       County. This zoning allows for higher density residential
                       uses such as apartments or condominiums.

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

TERRAIN AND DRAINAGE   The subject site is generally level to street grade, with
                       minor landscaped berms within the site. The site contains
                       three retention lakes and drainage appears to be
                       adequate. A soil survey was not available on the subject
                       site. 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
                       125147-0184D dated September 18, 1985, the site is in
                       Zone C, or "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.

                                                                              24
<PAGE>
 
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 St. Johns County Property Appraiser's
                     Office:

<TABLE>
                     <S>                                         <C>
                     Property Value..............................$10,339,660
                     Personal Property Value.....................$   134,427
                     Total Value.................................$10,474,087
                     Total Taxes.................................$   179,199
                     Approximate Tax Rate per $1000 Valuation..........17.11
</TABLE> 

                     The assessor's parcel number for the subject site is
                     051070-0000. The subject, assessed for $39.76 per square
                     foot or $43,642 per unit including personal property.

                     The real estate property taxes for the subject are
                     calculated at $179,199 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. Therefore, the 1998 property taxes will
                     be paid in 1999. 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 $186,366.

SITE CONCLUSION      The subject property is in the northeastern area of St.
                     Johns County, Florida, just south of the Duval county line.
                     This location is about 18 aerial miles southeast of
                     downtown Jacksonville. The parcel contains 19.47 acres with
                     level 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 C 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 Ponte Vedra Lakes Drive, with
                     indirect access from Highway AlA just east of the site. The
                     property is zoned by the county for high-density
                     residential uses including condominium and/or apartment
                     development, and appears to be physically suitable for such
                     improvements.

                                                                              25
<PAGE>
 
                                 IMPROVEMENTS
- --------------------------------------------------------------------------------

                     The subject site, a 19.47-acre tract of land, is improved
                     with a two-story apartment project known as the Lakeview
                     Village Apartments. The improvements consist of 240
                     apartment units contained in 30 buildings constructed in
                     1984. Also situated on the site is a leasing
                     office/clubhouse with a kitchen and laundry facility,
                     sauna, exterior mail post, deck, swimming pool and jacuzzi
                     surrounded by an iron fence, lighted and fenced tennis
                     court, gazebo, three lakes, and a mechanical shed.

                     There are three basic floor plans for the 240 apartment
                     units. The basic features of these floor plans are as
                     follows:

<TABLE> 
<CAPTION> 
                           NO. OF
                           UNITS   UNIT TYPE    SIZE (SF)  TOTAL NRA 
                         ---------------------------------------------  
                           <C>    <S>           <C>        <C>       
                              24  lBR/lBA/DN         867      20,808 
                              24  lBR/1BA/UP         867      20,808 
                              40  2BR/2BA/DN       1,059      42,360 
                              40  2BR/2BA/UP       1,059      42,360 
                              56  2BR/2BA/DN       1,224      68,544 
                              56  2BR/2BA/UP       1 224             
                             ---                   -----     -------
                             240                   1,098     263,424  
</TABLE>
 
                     DN = downstairs; UP = upstairs

                     As seen in the figures above, the total net rentable area
                     of 263,424 in 240 apartment units results in an average of
                     1,098 square feet per unit. There are a total of 48 one-
                     bedroom units and 192 two-bedroom units.

                     The land area is 19.47 acres equating to a density of 12.33
                     units per acre. The parking consists of 350 asphalt-paved
                     open spaces or 1.46 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 except for a flat surface at the top of some of
                     the buildings covered by a built-up tar and gravel surface.
                     Windows are of single-hung aluminum thermal pane
                     construction, with six panel exterior doors. Porches by
                     each exterior door have an exterior light. Upper-level
                     units can be reached using exterior staircases with metal
                     supports and handrails and cement risers and landings.

                     The interior finish of each unit has painted gypsum board
                     walls and ceilings. Some ceilings feature vaulted or boxed
                     ceilings, while a few walls are accented with decorative
                     wallpaper. Floors have carpeting over pad with tile floors
                     in the kitchen and bathrooms. 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

                                                                              26
<PAGE>
 
                     has an electric water heater with a 40-gallon capacity.
                     Kitchen equipment appears to be original, but 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.

                     Each apartment unit in this project typically has a
                     fireplace, ceiling fans, wet bars, washer and dryer closet
                     with connections, miniblinds, and an exterior screened-in
                     porch or deck. 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, two bridges with brick
                     pavers, and pole-mounted exterior light fixtures. The
                     landscaping features numerous native trees as well as
                     decorative planted shrubbery and lawns.

                     The subject improvements appear to be in average overall
                     condition. The project underwent renovation in 1994 and
                     1995, which included the re-roofing of several buildings.
                     According to ConAm Management Corporation, there are
                     several expenditures due in 1998, which are listed as
                     follows:
<TABLE>
                        <S>                                          <C>
                        Chimney Cap Repair                           $ 38,000
                        Irrigation Time Clocks/ Line Repair Pumps      30,000
                        Plumbing Shower Pans/Leaks                     40,000
                        Asphalt Repair/Seal Parking Lot                40,000
                        Traffic Control Gating/Front Entry             50,000
 
                        TOTAL                                        $198,000
</TABLE>

                     Considering the current condition of the property at the
                     time of inspection, the effective age is estimated to be
                     equal to the actual age of thirteen years. Further, the
                     wooded areas of vacant land to the north and east of the
                     subject site which front on major roadways have been
                     partially cleared because of retail development. The
                     clearing of land and the loss of the wooded buffer from the
                     roadways to the east and north of the subject and new
                     retail construction may have a detrimental effect upon the
                     aesthetics of the subject and therefore rents and/or
                     occupancy.

                                                                              27
<PAGE>
 
                           [FLOOR PLAN APPEARS HERE]
<PAGE>
 
                              SUBJECT PHOTOGRAPHS
- --------------------------------------------------------------------------------

                            [PICTURE APPEARS HERE]
                   View of clubhouse/leasing office exterior


                            [PICTURE APPEARS HERE]
                 View of apartment building and interior lake.
<PAGE>
 
                            [PICTURE APPEARS HERE]
        View of interior street, bridge, and clubhouse/leasing office.


                            [PICTURE APPEARS HERE]
                  View of swimming poo1 as part of clubhouse.
<PAGE>
 
                             [PICTURE APPEARS HERE]
                 View of interior of clubhouse/leasing office.


                            [PICTURE APPEARS HERE]
                 Interior view of the living room in Unit 131.
<PAGE>
 
                            [PICTURE APPEARS HERE]
                     Interior view of kitchen in Unit 131.


                            [PICTURE APPEARS HERE]
                   Interior view of dining room in Unit 239
<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 R-PUD
                     83-59 Ordinance 84-3 by St. Johns County. This zoning
                     designation for the site is intended to restrict and
                     promote the development of the subject to multifamily
                     residential uses.

                     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 trapezoidal in shape and
                     encompasses a total of 19.47 acres, allowing for full
                     physical utilization of the site. The site appears to have
                     significant frontage along the north side of Ponte Vedra
                     Lakes Drive. The topography of the site is generally level,
                     and drainage appears to be adequate. The site is located in
                     Flood Zone "C" which is defined in the previous Site
                     Description section of this report.

                     The subject's location is on the north side of Ponte Vedra
                     Lakes Drive just west of its corner with State Highway AlA,
                     the major thoroughfare in Ponte Vedra Beach. Property uses
                     along Ponte Vedra Lakes Drive Road predominantly consist of
                     apartment complexes with some town homes and vacant land.
                     Ponte Vedra Lakes

                                                                              28
<PAGE>
 
                     Drive is a two-laned residential street with local traffic,
                     which travels east/west from State Highway AlA at its east
                     end. 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 surrounding
                     land use patterns and the lack of significant traffic along
                     Ponte Vedra Lakes Drive.

                     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 indicate
                     that condominium and cooperative unit developments favor
                     on-beach locations and the subject is a distance from the
                     actual beach.

                     After having eliminated all other development from our
                     analysis, the financial feasibility of multifamily
                     development must be tested. The subject site is in the
                     "Beaches" apartment submarket area. The survey conducted by
                     Vestcor Realty Management, Inc., the occupancy level for
                     the apartment projects in the Beaches submarket was 94.3
                     percent during the Third Quarter 1997. This reflects a 0.7
                     percent increase from one year earlier and 15.8 percent
                     increase from the previous quarter (Second Quarter 1997).
                     During the same one-year period between the Third Quarters
                     1996 and 1997, rental rates have increased about 1.0
                     percent from $674 to $680 per month. Apartment development
                     has been taking place in the Beaches submarket.

                     From the preceding, apartment development appears feasible.
                     Occupancy rates have increased only slightly during the
                     past year and rental rates have risen moderately according
                     to the most recent apartment survey. The following reflects
                     apartment development costs on a square foot basis.
<TABLE>
<CAPTION>
                     <S>                                                  <C>
                     Cost to Construct (Class C Average to Good)........  $50.00
                     Land Acquisitions..................................    4.00
                                                                          ------
                     Total Cost of Development..........................  $54.00
</TABLE>

                     The preceding indicates that development is feasible for
                     multifamily residential development. As indicated in the
                     Sales Comparison Approach in this report, apartments
                     developed since 1995 reflect sale prices in the $60 to $75
                     per square foot category. Most of the sale prices are above
                     the cost of development.

                                                                              29
<PAGE>
 
                     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
                     signs of increasing health. The site's location near
                     Jacksonville area beaches in the exclusive Ponte Vedra
                     residential and resort communities, and within easy
                     commuting distance to major south side employment
                     facilities, gives it a large base of prospective rent-
                     paying tenants from which to draw. The subject is in an
                     area that is relatively stable after a decade of growth.
                     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
                     St. Johns County.

                     PHYSICAL POSSIBILITY - Based on the subject's size (19.47
                     acres), configuration (roughly trapezoidal), 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 12.33 units per acre is in line with the market
                     sales, which reflect a range in density from 10 to 20.5,
                     units per acre.

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

                     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 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 project's amenities are considered average
                     compared to other projects in the area. Some of the
                     comparables have better project amenities and the subject
                     requires capital expenditures for deferral maintenance.
                     Therefore, the subject's improvements are not considered to
                     be the optimum use.

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

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

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

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

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

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

SUMMARY              The 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 selection of the
                     analytical approach and data most responsive to the problem
                     in question.

                                                                              31
<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 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
- ------------------------------------------------------------------------------------------------------------------------------------

SALE        NAME/LOCATION                  SALE        CASH EQUIV.     YEAR      NO. OF      NRA        OCCUP.     NOI/SF
NO.                                        DATE        SALE PRICE      BUILT     UNITS      AVG/SF     AT SALE     /UNIT
- ------------------------------------------------------------------------------------------------------------------------------------
<S>     <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      
        13700 Sutton Park Dr. North                                                         1,059
        Jacksonville, FL
- ------------------------------------------------------------------------------------------------------------------------------------

2       San Pablo                           06/97     $ 5,350,000      1974       200      184,750       90%       $3.16    
        14401 Jose Vedra Blvd.                                                               924                            
        Jacksonville, FL                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------

3       Hunter's Ridge(formerly Oaks of     05/97     $15,200,000       1987       336      294,888       92%       $4.00    
        Deerwood)                                                                            878                            
        10100 Baymeadows Road                                                                                               
        Jacksonville, FL                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------

4       Woodhollow                          04/97     $16,700,000      1986       450      342,162       94%       $4.69      
        1715 Hodges Blvd.                                                                     760                           
        Jacksonville, FL                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------

5      The Courts @ Ponte Vedra             01/97     $19,000,000      1996       253      252,162       95%       $6.26      
       101 Vera Cruz Drive                                                                  1,000                           
       Ponte Vedra, FL                                                                                                      
- ------------------------------------------------------------------------------------------------------------------------------------

6      The Huntington @ Hidden Mills        08/96     $ 7,225,000      1986       224      179,476       98%       $3.85      
       3333 Monument Road                                                                    801                            
       Jacksonville, FL                                                                                                     
- ------------------------------------------------------------------------------------------------------------------------------------

7      The Antlers                          05/96     $15,000,000      1985       400      327,728       97%       $4.65      
       8433 Southside Blvd.                                                                  819                            
       Jacksonville, FL                                                                                                     
- ------------------------------------------------------------------------------------------------------------------------------------

8      Westland Park                        05/96     $16,950,000      1989       405      403,010       97%       $4.26      
       6710 Collins Road                                                                     995                            
       Jacksonville, FL                                                                                                     
- ------------------------------------------------------------------------------------------------------------------------------------

<CAPTION> 
- ------------------------------------------------------------------------------------------------------------------------------------

CASH EQUIVALENT PRICE
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
SALE        NAME/LOCATION                PER       PER       OVEALL    
NO.                                      SF       /UNIT       RATE     EGIM
- ------------------------------------------------------------------------------
<S>     <C>                              <C>      <C>        <C>       <C> 
1       The Links @ Windsor Parke        $69.11    $73,214    8.56%     7.80
        13700 Sutton Park Dr. North      
        Jacksonville, FL
- ------------------------------------------------------------------------------
2       San Pablo                        $28.96    $26,750   10.90%     4.56
        14401 Jose Vedra Blvd.                              
        Jacksonville, FL                 
- ------------------------------------------------------------------------------
3       Hunter's Ridge(formerly Oaks of  $51.54    $45,238    7.76%     6.74
        Deerwood)                        
        10100 Baymeadows Road            
        Jacksonville, FL                 
- ------------------------------------------------------------------------------
4       Woodhollow                       $48.79    $37,111    9.60%     5.47
        1715 Hodges Blvd.                
        Jacksonville, FL                 
- ------------------------------------------------------------------------------
5      The Courts @ Ponte Vedra          $75.12    $75,099    8.34%     7.31
       101 Vera Cruz Drive               
       Ponte Vedra, FL                   
- ------------------------------------------------------------------------------
6      The Huntington @ Hidden Mills     $40.26   $32,254    9.56%     5.48
       3333 Monument Road                
       Jacksonville, FL                  
- ------------------------------------------------------------------------------
7      The Antlers                       $45.77   $37,500   10.20%     5.63
       8433 Southside Blvd.              
       Jacksonville, FL                  
- ------------------------------------------------------------------------------
8      Westland Park                     $42.06   $44,852     10.10%      6.01 
       6710 Collins Road                 
       Jacksonville, FL  
- ------------------------------------------------------------------------------
</TABLE> 

                          
<PAGE>
 
                           SALES COMPARISON APPROACH
- --------------------------------------------------------------------------------

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

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

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

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

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

                     SALE 3, known as Hunter's Ridge, (formerly known as Oaks at
                     Deerwood) sold for $15,200,000 or $45,238 per unit in May
                     1987. It has 294,,888 square feet and indicates a unit
                     price of $51.54 per square foot. Land area is 34.70 acres
                     and shows unit density at 9.68 units per acre. The
                     capitalization rate was 7.76 percent, however, the property
                     needed some attention and had good upside potential.

                                                                              33
<PAGE>
 
                     SALE 4, known as the Woodhollow Apartments sold 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>
 
================================================================================
                       Sales Comparison - NOI Adjustments
                      -----------------------------------
<TABLE>
<CAPTION>
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     $ 4.44     0.750000     $51.83      
   2           $ 28.96      $ 3.16     $ 4.44     1.405063     $40.69   
   3           $ 51.54      $ 4.00     $ 4.44     1.110000     $57.21   
   4           $ 48.99      $ 4.69     $ 4.44     0.946695     $46.38   
   5           $ 75.12      $ 6.26     $ 4.44     0.709265     $53.28   
   6           $ 40.26      $ 3.85     $ 4.44     1.153247     $46.43   
   7           $ 45.77      $ 4.65     $ 4.44     0.954839     $43.70   
   8           $ 42.06      $ 4.26     $ 4.44     1.042254     $43.84    
 
                                   Mean=                       $47.92
                                   Value @ mean           $12,623,278

<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       4,871      0.777246       56,905    
   2        $26,750       $2,916       4,871      1.670439       44,684    
   3        $45,238       $3,510       4,871      1.387749       62,779    
   4        $37,111       $3,562       4,871      1.367490       50,749    
   5        $75,099       $6,263       4,871      0.777742       58,408    
   6        $32,254       $3,083       4,871      1.579955       50,960    
   7        $37,500       $3,811       4,871      1.278142       47,930    
   8        $41,852       $4,240       4,871      1.148821       48,080     
 
                                   Mean=                        $52,562
                                   Value @ mean             $12,614,830
================================================================================
</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 $4.44 per square foot or $4,871 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 $40.69 to
                     $57.21 per square foot and $44,684 to $62,779 per unit. The
                     simple average adjusted prices (not weighted) per square
                     foot and per unit of the comparable sales was calculated at
                     $47.92 and $52,562, respectively. Applying an age
                     adjustment based on square foot area and number of units
                     indicates value at $46.00 per square foot and $52,000 per
                     unit

                     263,424 SF at $46.00/SF, Rounded...............$12,100,000
                     240 units at $52,000/unit......................$12,000,000

                     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 facing page. Expense
                     ratios range from 33.26 to 50.27 percent. From the
                     capitalization rate in the Income Approach, the subject is
                     estimated to have a 44.69 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.

                     Sales 4 and 6 were apartments built in 1986 and Sale 3 was
                     built in 1987. Sale 7 was constructed in 1985. Based on the
                     preceding analysis, an EGRM for the subject has been
                     estimated at 6.00 resulting in a total value indication as
                     follows:

                     $1,983,246 x 6.00, Rounded......................$11,900,000

                     The NOI per square foot and per unit methods presented a
                     value indication between $12,100,000 and $12,000,000 and
                     the effective gross income multiplier method indicated a
                     value of $11,900,000. Weight has been given to all methods
                     with emphasis on the method using net operating income
                     because these methods

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

                       SALES COMPARISON - EGRM ANALYSIS

        --------------------------------------------------------------
                       EFFECTIVE      EFFECTIVE GROSS     OPERATING
         SALE NO.  GROSS REVENUE/SF REVENUE MULTIPLIER  EXPENSE RATIO
        --------------------------------------------------------------
        <S>        <C>              <C>                 <C>    
            1          $ 8.86             7.80              33.26%  
            2            6.35             4.56              50.27%  
            3            7.65             6.74              47.70%  
            4            8.92             5.47              47.45%  
            5           10.27             7.31              39.00%  
            6            7.35             5.48              47.63%  
            7            8.13             5.63              42.80%  
            8            7.00             6.01              39.14%  
        ==============================================================
</TABLE>
<PAGE>
 
                     reflect both income and expense information. The EGRM
                     method was used as support. From the proceeding, a value
                     for the subject is estimated at $12,000,000. From this, a
                     deduction for capital expenditures of $198,000 and for rent
                     loss of $340,605 is made as follows:

<TABLE>
                              <S>                           <C>         
                              Indicated Value               $12,000,000
                              Less: Capital Expenditures       (198,000)
                              Rent Loss                        (340,605)
                              "As Is" Value                 $11,461,395
                                      Rounded               $11,500,000 
</TABLE>

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

                         ELEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS
                                     ($11,500,000)

                                                                              36
<PAGE>
 


                [SITE PLAN OF COMPARABLE RENTALS APPEARS HERE]

<PAGE>
 
<TABLE>
<CAPTION>
=============================================================================================================================
                                                                                                                             
                                                     RENT COMPARABLE ANALYSIS                                                
                                                                                                                             
- -----------------------------------------------------------------------------------------------------------------------------
 COMP.                          YEAR    NO.    NRA    AVERAGE       1997         1996                  SQUARE  1997 MONTHLY  
 NO.    NAME OF PROJECT        BUILT  UNITS   (SF)   UNIT SIZE  OCCUP. RATE  OCCUP. RATE   FLOOR PLANS  FEET        RATE     
- -----------------------------------------------------------------------------------------------------------------------------
<S>     <C>                    <C>    <C>    <C>     <C>        <C>          <C>           <C>         <C>      <C>          
  1     The Remington Apts.    1985    344   302,904      881      95.0%        92.6%        1BR/1BA    683       605-615    
        611 Ponte Vedra Blvd.                                                                1BR/1BA    755       635-670    
                                                                                             2BR/1BA    886       670-680    
                                                                                             2BR/2BA    977       735-745    
                                                                                             2BR/2BA   1,043      765-775     
                                                                                             2BR/2BA   1,155      825-835     
- ----------------------------------------------------------------------------------------------------------------------------- 
  2     Marsh Cove Apts.       1983     86    96,176    1,118      95.0%          99%      2BR/2BA/FL   908         740       
        1220 Marsh Cove Lane                                                               2BR/2BA/FL  1,100        780       
                                                                                          2BR/2BA/LOFT 1,242        850       
                                                                                          2BR/2.5BA/TH 1,050        760       
                                                                                          2BR/2.5BA/TH 1,220        810       
                                                                                             3BR/3BA   1,430       1,010      
- ----------------------------------------------------------------------------------------------------------------------------- 
  3     The Fairways Apts.     1984    216   186,600      864      88.0%          93%        1BR/1BA    550         555       
        100 Fairway Park Blvd.                                                               1BR/1BA    600         615       
                                                                                           2BR/2BA/FL   950         700       
                                                                                           1BR/1BA/TH   750         650       
                                                                                           2BR/2BA/TH  1,100        740       
                                                                                          2BR/1.5BA/TH 1,050        705       
- ----------------------------------------------------------------------------------------------------------------------------- 
  4     Colonial Grand         1987    240   211,640      882      97.0%          99.5%      1BR/1BA    672       575-615     
        125 Great Harbour Way                                                                1BR/1BA    760       620-660     
                                                                                          1BR/1BA/DEN   937       670-710     
                                                                                             2BR/2BA    974       705-745     
                                                                                                                              
                                                                                                                              
                                                                                                                              
                                                                                                                              
                                                                                                                              
                                                                                                                              
- ----------------------------------------------------------------------------------------------------------------------------- 
  5     Arbor Club Apts.       1992    251   288,924   1,151        100%            95%      1BR/1BA    881       655-685     
        1 Arbor Club Drive                                                                1BR/1BA/LOFT 1,102      740-760     
                                                                                             2BR/2BA   1,181      790-820     
                                                                                             2BR/2BA   1,254      825-855     
                                                                                             3BR/2BA   1,426     980-1,000    
                                                                                             3BR/2BA   1,493    1,025-1,050   
- ----------------------------------------------------------------------------------------------------------------------------- 
        Lakeview Village      1984     240   263,424   1,098         96%            94%    1BR/1BA/DN   867         615       
        100 Lake Vista                                                                     1BR/1BA/UP   867         625       
        SUBJECT                                                                            2BR/2BA/DN  1,059        680       
                                                                                           2BR/2BA/UP  1,059        690       
                                                                                           2BR/2BA/DN  1,224        740       
                                                                                           2BR/2BA/UP  1,224        750       
============================================================================================================================= 

<CAPTION> 
- ----------------------------------------------------------------------------------------------------
 COMP.                          1997  
 NO.    NAME OF PROJECT        RENT/SF                 AMENITIES/COMMENTS
- ----------------------------------------------------------------------------------------------------
<S>     <C>                      <C> 
  1     The Remington Apts.      0.886-0.900      Microwave ovens, miniblinds, vaulted ceilings,               
        611 Ponte Vedra Blvd.    O.841-0.887      ceiling fans, outdoor utility closets, pools, tennis         
                                 0.756-0.767      court, racquetball court, hot tub, sauna,                    
                                 0.752-0.763      exercise/weight room, clubroom, lake                          
                                 0.733-0.743 
                                 0.714-0.723 
- ---------------------------------------------------------------------------------------------------- 
  2     Marsh Cove Apts.            0.755         Microwave ovens, washer/dryer connections,
        1220 Marsh Cove Lane        0.709         fireplaces, outdoor utility closets, pool, tennis
                                    0.684         court, hot tub
                                    0.724
                                    0.664
                                    0.706
- ---------------------------------------------------------------------------------------------------- 
  3     The Fairways Apts.          1.01
        100 Fairway Park Blvd.      1.03          Washer/dryer connections, miniblinds, fireplaces,
                                    0.737         pool, tennis courts, hot tub, exercise/weight
                                    0.867         room, clubroom, laundry facility, lake
                                    0.673
                                    0.671
- ---------------------------------------------------------------------------------------------------- 
  4     Colonial Grand           0.856-0.915      Microwave ovens. washer/dryer connections,            
        125 Great Harbour Way    0.816-0.868      miniblinds, fireplaces, ceiling fans vaulted          
                                 0.715-0.758      ceilings, outdoor utility closets, pool, tennis court,
                                 0.724-0.765      racquetball courts, basketball court, hot tub, sauna,
                                                  exercise/weight room, clubroom, volleyball court
- ---------------------------------------------------------------------------------------------------- 
  5     Arbor Club Apts.         0.743-0.778      Microwave ovens. washer/dryer connections,           
        1 Arbor Club Drive       0.672-0.690      miniblinds, fireplaces, vaulted ceilings, burglar     
                                 0.669-0.694      alarms, pool, tennis courts, jacuzzi,
                                 0.658-0.682      exercise/weight room, clubroom, laundry facility,
                                 0.687-0.701      garages
                                 0.687-0.703
- ---------------------------------------------------------------------------------------------------- 
        Lakeview Village            0.709         Washer/dryer connections, miniblinds, fireplaces,      
        100 Lake Vista              0.721         outdoor utility closets, wet bars, pool, tennis        
        SUBJECT                     0.642         court, hot tub, sauna, exercise/weight room,           
                                    0.652         clubroom, laundry facility, lake                        
                                    0.605                                                          
                                    0.613                                                          
====================================================================================================
</TABLE>

     DN = downstairs; UP = upstairs; TH = townhouse
<PAGE>
 
                                INCOME APPROACH
- --------------------------------------------------------------------------------

                     In estimating the market value of the subject property, one
                     method used by the appraisers was the Income Approach. The
                     Income Approach to value is predicated on the assumption
                     that there is a definite relationship between the amount of
                     net income a property will earn and its value. Ultimately,
                     the Income Approach seeks to estimate the present worth of
                     an anticipated net income stream based on an analysis of
                     its quality, quantity, and duration. In accordance with the
                     principle of substitution, a prudent investor would pay no
                     more to receive an income stream from a specified property
                     than any other property producing an equally desirable
                     income stream.

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

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

<TABLE>
<CAPTION>
                                 BASED ON "RESIDENT PAYS UTILITIES"
                     ------------------------------------------------------------------------------
                      UNIT      TYPE     UNITS    SIZE (SF)    RENT/MO.    RENT/SF     MO. TOTAL
                     ------------------------------------------------------------------------------
                      <S>     <C>        <C>      <C>          <C>         <C>         <C>
                       A      1BR/1BA    24         867         $615        $0.709      $14,760
                       A      1BR/1BA    24         867         $625        $0.721      $15,000
                       B      2BR/2BA    40       1,059         $680        $0.642      $27,200
                       B      2BR/2BA    40       1,059         $690        $0.652      $27,600
                       C      2BR/2BA    56       1,224         $740        $0.605      $41,440
                       C      2BR/2BA    56       1,224         $750        $0.613      $42,000 
                                        ---                                            --------
                                        240                                            $168,000
 </TABLE>

                     The separate A, B, and C plans above represent
                     differentials in asking rent between upper and lower level
                     units. Upper-level units carry the premium asking rent for
                     each plan.

                                                                              37
<PAGE>
 
<TABLE>
<CAPTION>
===================================================================================================

                                   SUBJECT - RENT ANALYSIS
                                      LAKEVIEW VILLAGE

- ---------------------------------------------------------------------------------------------------
                                         UNIT        AGV.        AVG.MONTHLY       PROJECT/UNIT
                          UNIT TYPE    SIZE (SF)  RENT/MONTH       RENT/SF          AMENITIES
- ---------------------------------------------------------------------------------------------------
<S>                       <C>          <C>        <C>            <C>               <C> 
SUBJECT                    1BR/1BA      867       $615-625       $ 0.709-0.721     Average/Good
The Remington              1BR/1BA      755       $635-670       $ 0.841-0.887     Good/Good
Arbor Club                 1BR/1BA      881       $655-685       $ 0.743-0.777     Good/Good
- --------------------------------------------------------------------------------------------------- 
SUBJECT                    2BR/2BA     1,059      $680-690       $ 0.642-0.652     Average/Good  
The Remington              2BR/2BA     1,043      $765-775       $ 0.733-0.743     Good/Good     
Polos at Ponte Vedra       2BR/2BA       974      $705-745       $ 0.724-0.765     Good/Good     
Arbor Club                 2BR/2BA     1,181      $790-820       $ 0.669-0.694     Good/Good      
- --------------------------------------------------------------------------------------------------- 
SUBJECT                    2BR/2BA     1,224      $740-750       $ 0.605 0.613     Average/Good 
The Remington              2BR/2BA     1,155      $825-835       $ 0.714-0.723     Good/Good             
Marsh Cove                 2BR/2BA     1,100      $    780       $       0.709     Average/Average       
Arbor Club                 2BR/2BA     1,254      $825-855       $ 0.658-0.682     Good/Good              
===================================================================================================
</TABLE> 
                                  
<PAGE>
 
                     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 five apartment complexes that were
                     identified by management and found by the appraiser to be
                     most comparable. They range in total unit size from 86 to
                     344 units and in occupancy from 88 to 100 percent. These
                     comparable rentals are summarized on a previous page.
                     (Note: Other Comparables: The Tides At Marsh Landing, Ocean
                     Links, The Greens At Marsh Landings, Bay Club, The Courts
                     At Ponte Vedra, The Boardwalk, and Marsh Cove were
                     surveyed; however, the five comparables used were believed
                     adequate for the appraiser to estimate market rents for the
                     subject.

                     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 $0.693 to $0.79 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 Arbor Club.
                     This plan is also similar to the one-bedroom unit at
                     Remington. These comparables range in monthly rental asking
                     prices from $635 to $655 or from $0.743 to $0.887 per
                     square foot. The subject's Plan A has average asking rents
                     of $620 per unit or $0.715 per square foot. The subject's
                     rent is below the low end of the range of those for Plan A
                     of the comparable properties. This is due to the superior
                     amenities of the comparable properties. Additionally, the
                     subject units' rent for $530 and $540 per month for
                     downstairs and upstairs units respectively and these rents
                     are believed market.

                     Plan B containing 1,059 square feet from the subject is
                     also most similar in size and amenities to similar two-
                     bedroom units displayed from Arbor Club and Remington..
                     These comparable units have a monthly rental rate of $770
                     and $805 or $0.682 to $0.738 per square foot. Thus, the
                     current subject asking rent is below the per square foot
                     range provided by the rent comparables. This again is due
                     to the superior amenities of the comparables and again the
                     subject rent differs from up or down units. The current
                     asking rent of $680 to $690 for the subject is believed to
                     be market.

                                                                              38
<PAGE>
 
                     The subject's largest plan, Plan C, with 1,224 square feet
                     has an average asking rent of $745 per month or $0.609 per
                     square foot. This plan is most similar in size and
                     amenities to the two-bedroom plan from the Arbor Club. This
                     comparable unit ranges in monthly rental from $825 to $855,
                     which equates to $0.658 to $0.682 per square foot. Each has
                     a higher rent per square foot than the subject because of
                     superior amenities. The subject plan at $740 and $750 per
                     month is accepted as market rent.

                     There are currently twenty-one (21) vacant units in the
                     subject complex. This equates to a current physical
                     occupancy rate of 91.25 percent. Physical occupancy one
                     year ago was 91.67 percent. These numbers indicate a slight
                     downward movement in physical occupancy for the subject
                     property, but it can be considered as about equal to last
                     year.

                     Economic occupancy is estimated near 84 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"
                     ------------------------------------------------------------------------------
                      UNIT      TYPE     UNITS    SIZE (SF)    RENT/MO.    RENT/SF     MO. TOTAL
                     ------------------------------------------------------------------------------
                      <S>     <C>        <C>      <C>          <C>         <C>         <C>
                       A      1BR/1BA     24         867         $615        $0.709      $14,760
                       A      1BR/1BA     24         867         $625        $0.721      $15,000
                       B      2BR/2BA     40       1,059         $680        $0.642      $27,200
                       B      2BR/2BA     40       1,059         $690        $0.652      $27,600
                       C      2BR/2BA     56       1,224         $740        $0.605      $41,440
                       C      2BR/2BA     56       1,224         $750        $0.613      $42,000 
                                         ---                                            --------
                                         240                                            $168,000
</TABLE>

                     Gross Annual Rental Income: $168,000 x 12 months =
                     $2,016,000

                     Our cash flow analysis, as well as our direct
                     capitalization method, indicates a gross apartment rental
                     income of $2,056,320. 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.

                     The 1997 figures for other income showed $30,693 or about
                     $0.12 per square foot for this category. In comparison with
                     other similar type apartment projects in the subject area
                     other income was approximately $0.15 to $0.25 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 $0.12 per
                     square foot is typical for a project such as the subject.
                     This equates to a total "Other Income" of $31,307 in the
                     first fiscal year of our projected cash flow as

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


                           SUBJECT - EXPENSE ANALYSIS
                          LAKEVIEW VILLAGE APARTMENTS
                           (FISCAL YEAR ENDING 11/30)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>       <C>       <C>                                          <C> 
 Comparable No.                     1         2         3                                      SUBJECT PROPERTY           
 Year Built                      1984      1985      1986                                            1985                  
 Net Rentable Square Feet     142,792   117,980   156,688                                         263,424                   
 Number of Units                  120       124       160                                             240                   
 Average Unit Size              1,190       951       979                                           1,098                    
 -----------------------------------------------------------------------------------------------------------------------------------

                                1997       1997       1995      1993      1994    1995     1996-YTD      1997-YTD    BTM PROJECTIONS

                               ACTUAL     ACTUAL     ACTUAL    ACTUAL    ACTUAL  ACTUAL   ANNUALIZED    ANNUALIZED     FISCAL YEAR
                                PSF        PSF        PSF       PSF       PSF     PSF        PSF           PSF       ENDING 11/30/97

<CAPTION> 
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                          10 MONTHS                /SF       /UNIT
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>       <C>         <C>         <C>       <C>     <C>      <C>          <C>        <C>     <C> 
EXPENSES
Real Estate Taxes           $   0.72  $   0.71    $   0.69    $ 0.63    $ 0.64  $ 0.64   $   0.66     $ 0.70     $ 0.71  $   777
Insurance                       0.16      0.16        0.13      0.09      0.15    0.17       0.17       0.17       0.19      205
Operating Expenses              0.55      0.65        0.69      0.49      0.53    0.55       0.56       0.72       0.61      673
Utilities                       0.68      0.86        0.70      0.50      0.55    0.56       0.55       0.49       0.59      651
Repairs & Maintenance           0.52      0.43        0.53      0.34      0.34    0.35       0.37       0.63       0.36      400
Contract Services               0.21      0.30        0.18      0.14      0.12    0.12       0.14       0.14       0.14      148
Management                      0.34      0.39        0.32      0.32      0.32    0.33       0.35       0.32       0.34      370
General Administrative          0.15      0.18        0.15      0.08      0.11    0.11       0.11       0.15       0.11      126
                            --------  --------    --------    ------    ------  ------   --------     ------     ------  -------
 
     Total Expenses         $   3.33  $   3.68    $   3.39    $ 2.59    $2.76   $2.83    $   2.91     $ 3.32     $ 3.05  $ 3,350
====================================================================================================================================
</TABLE>

*    There may be differences due to rounding
<PAGE>
 
                         well as in our direct capitalization method. This
                         figure is grown at the same rate as the rental rates
                         after the first year of the holding period.

                               Gross Rental Income               $2,056,320
                               Other Income                          31,307
                                                                 ----------

                               Total Potential Gross Income      $2,087,627


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 91.25 percent physical occupancy is
                         below the approximate 94.3 percent Third Quarter
                         physical occupancy rate enjoyed by the Beaches
                         submarket. The subject property has a current economic
                         occupancy rate of 84 percent, which is below stabilized
                         occupancy for the subject. A 95.0 percent stabilized
                         economic occupancy has been utilized for the subject
                         during the holding period beginning in year three and
                         deduction is taken for rent loss in years 1 and 2 of
                         the cash flow.

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

                         We have based our estimate of projected expenses on
                         comparable apartment projects located in the subject
                         area, as well as the actual historical performance of
                         the subject property. The following Expense Analysis
                         Chart on the facing page summarizes the actual and/or
                         annualized 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 figures were available to the
                         appraisers at the time of the report and are shown in
                         the chart on the facing page. Bach Realty Advisors'
                         estimated expenses for the subject property in Fiscal
                         Year 1998 are also displayed.

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

                         REAL ESTATE TAXES - The Lakeview Village Apartments are
                         subject to the taxing authorities of St. Johns 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 $10,474,087 the total tax liability
                         is $179,199 or $0.68 per square foot. After examining
                         the tax liabilities of the comparables used in our
                         expense analysis (which exhibited a range from $0.69 to

                                                                              40
<PAGE>
 
                     $0.72 per square foot), we have reflected the actual 1997
                     real estate taxes plus an approximate 2 percent inflation
                     factor in our estimate of the 1998 taxes. Thus, real estate
                     taxes have been estimated at $0.71 per square foot or $777
                     per unit and total $186,366. 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
                     $49,312. 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 $0.09 to $0.17 per square foot since
                     1993. The annualized 1996 insurance costs are projected at
                     $0.19 per square foot. The appraisers believe that the
                     insurance expense for the subject is appropriate, but is
                     generally higher than the expense comparables. The expense
                     per unit is $205. 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, ranged between $0.49 to $0.72 with the latter
                     expense appearing to be an anomaly. The annualized 1997
                     operating expense is $0.61 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 $161,637 which is equivalent
                     to $0.61 per square foot or $673 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 $0.87 per square foot. The
                     subject's annualized 1996 year-to-date expense was $0.55
                     per square foot. The 1997 expense is $0.49 per square foot.
                     This expense category includes electricity to the common
                     areas, water, sewer, and garbage collection. The subject's
                     1998 expense for utilities has been estimated by the
                     appraiser to be $0.59 per square foot or $651 per unit,
                     below the lower end of the comparables range. The appraiser
                     relied on subject historical utility expenses.

                     REPAIRS AND MAINTENANCE - The 1996 annualized actual year-
                     to-date repairs and maintenance costs are $0.63 per square
                     foot for the subject, which shows a increase in expenses of
                     $0.26 per square foot from the previous year. Repairs and
                     maintenance expenses are necessary in order to keep the
                     property in good repair and consist of repairs required on
                     plumbing, air-conditioners, electrical components,
                     miniblinds, carpeting, janitorial services, and decorative
                     costs. The expense comparables indicate a range from $0.43
                     to $0.53 per square foot and the subject's 1997 annualized
                     expense is $0.63 per square foot. The subject's historical
                     repair and maintenance is in a range from $0.34 to $0.37
                     per square foot and the 1997 expense at $0.63 per square
                     foot was substantially uncommon. The appraiser believes
                     that some deferred maintenance or capitalization
                     expenditures may have been included. The 1997 expense of
                     $0.63 per square foot was tempered and the

                                                                              41
<PAGE>
 
                     1998 expense estimate was returned to $0.36 per square
                     foot. This expense is 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 in for the 1996 contract services expense
                     are estimated at $0.14 per square foot, while 1997
                     indicated $0.14 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 $0.14 per square foot
                     or $148 per unit and totaling $35,615 in the first year of
                     the cash flow. These expenses are expected to increase
                     annually at a rate of 4 percent.

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

                     GENERAL AND ADMINISTRATIVE - This expense category includes
                     legal expenses, dues, fees, printing, auto costs, postage,
                     accounting/audit, permits, travel, credit, reports, office
                     equipment, telephone, and all other miscellaneous and
                     administrative costs. Our surveyed expense comparables
                     indicated actual administrative expenses ranging from $0.15
                     to $0.18 per square foot. The subject's annualized year-to-
                     date 1996 costs are in this range at $0.15 per square foot.
                     The subject's historical G&A expense has ranged from $0.08
                     to $0.11 per square foot and has stayed at $0.11 for 3
                     years. The 1997 expense was $0.15 per square foot. The
                     appraiser utilized an $0.11 per square foot figure or $126
                     per unit and totaling $30,134, supported by the
                     comparables' range and the subject's history. This expense
                     increases at a rate of 4 percent for each year in the cash
                     flow.

EXPENSE SUMMARY      In conclusion, stabilized vacancy loss has been estimated
                     at 5 percent beginning in year three and continuing
                     throughout the holding period. The total estimated 1997
                     calendar year expenses for the Lakeview Village Apartments,
                     excluding reserves for replacement, equates to $3.05 per
                     net rentable square foot or $3,350 per unit. This is below
                     the range indicated by the expense comparables but is
                     reasonable and is 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

                                                                              42
<PAGE>
 
                         subject was constructed in 1985 and appears to have had
                         ongoing maintenance since its construction. It is our
                         opinion that a reserve allowance of $0.27 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 total $72,000
                         and are grown at 4 percent for the duration of the
                         holding period. Reserves were included in our expenses
                         prior to concluding the net operating income.

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

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

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

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

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

                                                                              43
<PAGE>
 
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.

                         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 $0.63 8 per square foot per month.
                              During the projection period rents are expected to
                              increase at 2 percent during 1997. Rents increase
                              4 percent in the second year of our analysis and
                              each year thereafter.

                                                                              44
<PAGE>
 
<TABLE> 
<CAPTION> 
====================================================================================================================================
                                                         LAKEVIEW 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                                   2,056,320   2,138,573   2,224,116   2,313,080   2,405,604  2,501,828    2,601,901 
Rent/SF/Mo.                                      0.651       0.677       0.704       0.732       0.761      0.791        0.823 
Other Income/Yr.                                31,307      32,559      33,862      35,216      36,625     38,090       39,613 
                                             ---------   ---------   ---------   ---------   ---------  ---------    --------- 
Gross Income                                 2,087,627   2,171,132   2,257,977   2,348,296   2,442,228  2,539,917    2,641,514 

% Vacancy                                     15.000/,       10.00%       5.00%       5.00%  5.00'/o         5.00%        5.00%
Vacancy Allowance                              313,144     217,113     112,899     117,415     122,111    126,996      132,076 
                                             ---------   ---------   ---------   ---------   ---------  ---------    ---------  
Eff. Gross Income                            1,774,483   1,954,019   2,145,078   2,230,882   2,320,117  2,412,922    2,509,438 

                       --------------------
Expenses:                $/unit   $/SF
                       --------------------
Real Estate Taxes          777    0.71         186,366     193,821     201,573     209,636     218,022    226,743      235,812 
Insurance                  205    0.19          49,312      51,284      53,335      55,469      57,688     59,995       62.395 
Operating Expenses         673    0.61         161,637     168,102     174,826     181,819     189,092    196,656      204,522 
Utilities                  651    0.59         156,156     162,402     168,898     175,654     182,680    189,988      197,587 
Repairs & Maintenance      400    0.36          95,888      99,724     103,712     107,861     112,175    116,662      121,329 
Contract Services          148    0.14          35,615      37,039      38,521      40,062      41,664     43,331       45,064 
Management                5.00%   0.34          88,724      97,701     107,254     111,544     116,006    120,646      125,472 
General & Administrative   126    0.11          30,134      31,339      32,593      33,897      35,253     36,663       38,129 
Reserves                   300    0.27          72,000      74,880      77,875      80,990      84,230     87,599       91,103 
                          ----   -----                                                                                     
                                             ---------   ---------   ---------   ---------   ---------  ---------    ---------  
Total Expenses                                 875,831     916,292     958,589     996,933   1,036,810  1,078,282    1,121,414 
Per SF                                             332        3.48        3.64        3.78        3.94       4.09         4.26 
Per Unit                                         3,649       3,818       3,994       4,154       4,320      4,493        4,673 
                                             ---------   ---------   ---------   ---------   ---------  ---------    ---------  
Net Operating Income                           898,652   1,037,726   1,186,489   1,233,949   1,283,307  1,334,639    1,388,025 
Per Sf                                            3.41        3.94        4.50        4.68        4.87       5.07         5.27 
Per Unit                                         3,744       4,324       4,944       5,141       5,347      5,561        5,783 
====================================================================================================================================


Capital Items:                                 198,000                                                                        
                                             ---------   ---------   ---------   ---------   ---------  ---------    ---------  
Cash Flow                                      700,652   1,037,726   1,186,489   1,233,949   1,283,307  1,334,639    1,388,025 
                                             ---------   ---------   ---------   ---------   ---------  ---------    ---------  
Present Value Factor                12.00%    0.892857    0.797194    0.711780    0.635518    0.567427   0.506631     0.452349 
Present Value of Cash Flow                     625,582     827,269     844,520     784,197     728,183    676,170      627,872 

NOI in 11th Year                             1,523,793              Present Value of Income Stream                   6,740,905
Ro at Reversion                                  10.00%             Present Value of Reversion                       5,071,333  
                                            ----------
Indicated Reversion                         16,237,927
Less: Sales Costs                    3.00%     487,138
                                            ----------
Reversion in 10th Yr                        15,750,789 
                                                                    -------------------------------------------------------------
                                                                    Indicated Value of Subject                      11,812,237
                                                                    Indicated Value/SF                                   44.84
                                                                    Indicated Value/Unit                                49,218
                                                                    GIM At Indicated Value                                5.74
                                                                    Ro at Indicated Value                                 7.61%
                                                                    -------------------------------------------------------------
<CAPTION> 
================================================================================
Period                                  8            9          10
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                      Reversion
                                      2005        2006        2007        2008              
- --------------------------------------------------------------------------------
<S>                              <C>         <C>         <C>         <C> 
Income:                         
Apt. Rents                       2,705,977   2,814,216   2,926,785   3,043,856  
Rent/sf/mo.                          0.856       0.890       0.926       0.963 
Other Income/yr.                    41,198      42,846      44,560      46,342  
                                ----------   ---------  ----------  ---------- 
Gross Income                     2,747,175   2,857,062  2,971,344   3,090,198                                        
                                             
  % Vacancy                           5.00%       5.00%      5.00%       5.00%        
  Vacancy Allowance               137,359     142,853     148,567     154,510    
                                ----------   ---------  ----------  ----------  
                                2,609,816   2,714,209   2,822,777   2,935,688  

Eff. Gross Income                                
Expenses:                                
Real Estate Taxes                 245,245     255,055     265,257     275,867                    
Insurance                          64,891      67,486      70,186      72,993                     
Operating Expenses                212,703     221,211     230,060     239,262      
Utilities                         205,491     213,710     222,259     231,149        
Repairs& Maintenance              126,182     131,229     136,479     141,938                 
Contract Services                  46,867      48,741      50,691      52,719                 
Management                       130,491     135,710     141,139     146,784                
General & Administrative           39,654      41,240      42,890      44,606                     
Reserves                           94,747      98,537     102,478     106,578      
                               ----------   ---------  ----------  ----------                                            
Total Expenses                  1,166,270   1,212,921   1,261,438   1,311,895    
Per Sf                               4.43        4.60        4.79        4.98
Per Unit                            4,859       5,054       5,256       5,466
                               ----------   ---------   ---------   ---------
                               
Net Operating Income            1,443,546   1,501,288   1,561,339   1,623,793                                       
Per Sf                               5.48        5.70        5.93        6.16                                               
Per Unit                            6,015       6,255       6,506       6,766                                               
=============================================================================      
                                
Capital Items:                       
                               ----------   ---------   ---------   ---------
Cash Flow                       1,443,546   1,501,288   1,561,339   1,623,793                               
                               ----------   ---------   ---------   ---------                                  
Present Value Factor             0.403883    0.360610    0.321973    1.000000 

Present Value Of Cash Flow         583,024     541,379     502,709   1,623,793                                

Not In 11th Year                                                  

Ro At Reversion                                                   
                                                                  
 Indicated Reversion                                              
Less: Sales Costs                                                 
                                                                  
Reversion In 10th Yr                                              
</TABLE> 
<PAGE>
 
<TABLE> 
<CAPTION>
================================================================================
                               CASH FLOW SUMMARY
     ----------------------------------------------------------------------
       Fiscal Year         Annual               12.00%        PV of
      Ending 11/30        Cash Flows         NPV Factor       Cash Flows   
     ----------------------------------------------------------------------  
     <S>                <C>                  <C>            <C> 
         1998           $ 700,652            0.892857       $625,582
         1999           1,037,726            0.797194         827,26
         2000           1,186,489            0.711780        844,520
         2001           1,233,949            0.635518        784,197
         2002           1,283,307            0.567427        728,183
         2003           1,334,639            0.506631        676,170
         2004           1,388,025            0.452349        627,872
         2005           1,443,546            0.403883        583,024
         2006           1,501,288            0.360610        541,379
         2007           1,561,339            0.321973        502,709   
                                                             -------   
     

Total                                                    $ 6,740,905
 
Projected NOI in 11th Year                               $ 1,623,793
Going-out Capitalization Rate                                  10.00%
                                                        ------------
Estimated Value of Property at End of 10th Year          $16,237,927
Less Sales Cost @                         3.00%             (487.138)
                                                         -----------
Value of Reversion at End of 10th Year                   $15,750,789
Discount Factor                          12.00%             0.321973   
                                                         -----------
Present Value of the Reversion                           $ 5,071,333
Sum of Present Values of Cash Flow                         6,740,905
                                                         -----------
Market Value as of November 30, 1997                     $11,812,237
 
                                        Rounded          $11,810,000
================================================================================
</TABLE>

 
<PAGE>
 
               .          The subject property's current physical occupancy rate
                          is 91.25 percent. The economic occupancy rate of 84
                          percent as of November 1997 is below the estimated
                          stabilized occupancy rate of 95.0 percent. It is our
                          opinion that the subject should be capable of
                          averaging 95.0 percent economic occupancy beginning in
                          year three and throughout the holding period of our
                          cash flow analysis.

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

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

               .          Expenses (with the exception of management) have been
                          increased at an average growth rate of 4 percent
                          annually over the ten-year projection period.
                          Management expenses are based on a percentage of gross
                          income and increase with occupancy and rental
                          increases. Reserves are calculated at $0.273 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 3 percent of the reversionary value
                          was estimated.

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


                    ELEVEN MILLION EIGHT HUNDRED TEN THOUSAND DOLLARS
                                       ($11,810,000)

                                                                              45
<PAGE>
 
================================================================================

                             DIRECT CAPITALIZATION

Gross Potential Rental Income                        $2,056,320
Other Income                                             31,307
                                                         ------
 
Total                                                $2,087,627

Gross Income                                         $2,087,627
Vacancy @             5.00%                            (104,381)
                                                       --------
 
Effective Gross Income                                             $ 1,983,246
                                                                    
Expenses:                                                           
                                                                    
            Real Estate Taxes                          $186,366     
            Insurance                                    49,312     
            Operating Expenses                          161,637     
            Utilities                                   156,156     
            Repairs & Maintenance                        95,888     
            Contract Services                            35,615     
            Management Fee                  5.00%        99,162     
            General Administrative                       30,134     
            Reserves for Replacement                     72,000     
                                                         ------     
                                                                    
                                                                    
Total Expenses                                                         886,269
                                                                       -------
                                                                    
Net Operating Income                                               $ 1,096,976
                                                                    
Capitalization Rate                                                       9.00%
                                                                          ---- 
                                                                    
Fee Simple Stabilized Market Value                                 $12,188,624
                                                                    
Less:             Deferred Maintenance                                 198,000
                  Rent Loss Due to Lease Up                            340,605
                                                                       -------
                                                                    
Lease Fee "As Is" Market Value                                     $11,650,019
                                                                   $11,650,000

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

                Rent Loss Due to Lease Up
 
- -----------   -----------   ------------  -----------   -----------  -----------
                                            Year 1        Year 2
                                          -----------   -----------
Stabilized NOI                             $1,096,976    $1,096,976
Projected NOI                                 787,902     1,037,726
                                            ---------     ---------
                                                         
Rent Loss                                  $  309,074    $   59,250
PV Factor            7.00%                   0.934579      0.873439
                                            ---------     ---------
                                                         
PV Income Loss                             $  288,854    $   51,751
                                                         $  340,605
================================================================================
                                                                
<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 $11,650,000 and
                    is shown on the facing page.

INCOME APPROACH
CONCLUSION          DCF Method...................................... $11,810,000
                    Direct Capitalization Method.................... $11,650,000


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

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

                           ELEVEN MILLION SEVEN HUNDRED THOUSAND DOLLARS
                                            ($11,700,000)

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

                                        
                                   Sales Comparison Approach  $11,500,000
                                   Income Approach            $11,700,000


                    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.

                    Eleven recent sales, dating from May 1996 through August
                    1997 were utilized in the Sales Comparison Approach. Each is
                    similar to the subject property in one or more
                    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. The methods of comparison utilized in
                    this analysis were the net operating income per square foot
                    and per unit 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 Ponte Vedra Beach area were utilized when deriving
                    the subject property's economic market rents and projected
                    expenses. For this reasoning, the Income Approach is given
                    greatest weight in the final analysis.

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

                        ELEVEN MILLION SEVEN HUNDRED THOUSAND DOLLARS
                                         ($11,700,000)

                                                                              47
<PAGE>
 
                    It is important to note that the development of a shopping
                    center adjacent to the subject property during 1998 may have
                    an adverse effect on the Lakeview Village market rents or
                    occupancy.

                                                                              48
<PAGE>
 
                          THE LINKS AT WINDSOR PARKE
- --------------------------------------------------------------------------------

                            [PICTURES APPEAR HERE]

<PAGE>
 
                          COMPARABLE APARTMENT SALE 1
                                        

PROPERTY IDENTIFICATION
Job Number               97-075
Project Name             The Links at Windsor Park
Address                  13700 Sutton Park Drive North
City/County/State        Jacksonville, Florida
 
TRANSACTION DATA
Sale Date                08/97
Grantor (Seller)         Windsor Park Apartments, Ltd.
Grantee (Buyer)          Rancho Bernardo Corporate Center
Recorded Document        8726-846
Sale Price               $20,500,000
Occupancy                95%
Sale Price per Unit      $73,214
Sale Price per SF        $69.11
Capitalization Rate      8.56%

TERMS OF SALE            Said to be cash

INCOME/EXPENSE DATA
Potential Gross Income             $2,767,693
Vacancy/Collection Loss            ($138,385)
Effective Gross Income             $2,629,308
Operating Expenses                 $(874,508)
Net Operating Income               $1,754,800
 
PROPERTY DESCRIPTION
Year Built               1995
Number of Stories        2 and 3
Number of Units          280
Number of Bedrooms       NA
Net Rentable Area        296,616 SF
Average Unit Size        1,059 SF
Land Area                23.36 acres
Unit Density             11.98 Units per Acre
Property Condition       Excellent
Parking (type)           Open
Construction Type        Wood frame/Wood Siding/Stucco

Confirmed With           Steve Coley, Barnett Bank
Date Confirmed           11/18/97
Comments:                Was completed in early 1995 and was in excellent
                         condition at time of sale. Complex amenities include
                         security fencing with remote entry gate, swimming pool,
                         sun deck, tennis courts, clubhouse with fitness center,
                         playground, and amenity lake with partial frontage
                         along golf course fairways. Units have installation
                         alarms, washer/dryer, appliances ceiling fans, window
                         coverings, and built-in bookcases.
<PAGE>
 
                                   SAN PABLO
- --------------------------------------------------------------------------------
                                        
                            [PICTURE APPEARS HERE]
<PAGE>
 
                          COMPARABLE APARTMENT SALE 2

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

TERMS OF SALE            Cash

INCOME/EXPENSE DATA
Potential Gross Income        $1,302,800
Vacancy/Collection Loss       ($130,280)
Effective Gross Income        $1,172,520
Operating Expenses            ($589,370)
Net Operating Income            $583,150
 
PROPERTY DESCRIPTION
Year Built               1974
Number of Stories        2
Number of Units          200
Number of Bedrooms       350
Net Rentable Area        184,750
Average Unit Size        924 SF
Land Area                14.24 acres
Unit Density             14.04 Units per Acre
Property Condition       Average
Parking (type)           Open parking
Construction Type        Concrete block with masonry and wood veneer

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

                            [PICTURES APPEAR HERE]

<PAGE>
 
                          COMPARABLE APARTMENT SALE 3
                                        

PROPERTY IDENTIFICATION
Job Number                 97-075
Project Name               Hunter's Ridge (previously Oaks at Deerwood)
Address                    10100 Baymeadows Road
City/County/State          Jacksonville, Florida
 
TRANSACTION DATA
Sale Date                  05/97
Grantor (Seller)           Oaks at Baymeadows II Associates, Ltd.
Grantee (Buyer)            Mid-America Apartments of Duval, L.P.
Recorded Document          8653-596
Sale Price                 $15,200,000
Occupancy                  92%
Sale Price per Unit        $45,238
Sale Price per SF          $51.54
Capitalization Rate        7.76%

TERMS OF SALE              Said to be cash

INCOME/EXPENSE DATA
Potential Gross Income             $2,451,409
Vacancy/Collection Loss           ($196,113)
Effective Gross Income             $2,255,296
Operating Expenses                 $1,075,776
Net Operating Income               $1,179,520
 
PROPERTY DESCRIPTION
Year Built                 1987
Number of Stories          2 and 3
Number of Units            336
Number of Bedrooms         NA
Net Rentable Area          294,888 SF
Average Unit Size          878 SF
Land Area                  34.70 acres
Unit Density               9.68 Units per Acre
Property Condition         Average
Parking (type)             Open parking
Construction Type          Wood frame/Wood Siding/Shingle roof

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



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

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

TERMS OF SALE              Cash to mortgage of $10,350,000 @ 7.5%
                           Due in 7 years, based on 25 amortization schedule

INCOME/EXPENSE DATA
Potential Gross Income             $3,245,490
Vacancy/Collection Loss           ($194,729)
Effective Gross Income             $3,050,761
Operating Expenses                ($1,447,561)
Net Operating Income               $1,603,200
 
PROPERTY DESCRIPTION
Year Built                 1986
Number of Stories          2
Number of Units            450
Number of Bedrooms         690
Net Rentable Area          342,162 SF
Average Unit Size          760 SF
Land Area                  38.65 acres
Unit Density               11.6 Units per Acre
Property Condition         Average Plus
Parking (type)             Open parking
Construction Type          Wood frame

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



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

PROPERTY IDENTIFICATION
Job Number                 97-075
Project Name               The Courts at Ponte Vedra
Address                    101 Vera Cruz Drive
City/County/State          Ponte Vedra Beach, FL
 
TRANSACTION DATA
Sale Date                  01/97
Grantor (Seller)           Windsor Apartments, L.P.
Grantee (Buyer)            Metropolitan Life Insurance Corporation
Recorded Document          01220-01824
Sale Price                 $19,000,000
Occupancy                  95%
Sale Price per Unit        $75,099
Sale Price per SF          $75.12
Capitalization Rate        8.34%

TERMS OF SALE              Said to be cash
 
INCOME/EXPENSE DATA
Potential Gross Income             $2,734,426
Vacancy/Collection Loss             ($136,721)
Effective Gross Income             $2,597,705
Operating Expenses                ($1,013,105)
Net Operating Income               $1,584,600
 
PROPERTY DESCRIPTION
Year Built                 1996
Number of Stories          3
Number of Units            253
Number of Bedrooms         N/A
Net Rentable Area          252,916 SF
Average Unit Size          1,000 SF
Land Area                  9.23 acres
Unit Density               27.41 Units per Acre
Property Condition         Excellent
Parking (type)             Open parking
Construction Type          Wood frame/Masonry/Stucco

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




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

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

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

INCOME/EXPENSE DATA
Potential Gross Income             $1,356,839
Vacancy/Collection Loss    2.8%    $   37,991
Effective Gross Income             $1,318,848
Operating Expenses                 $  628,166
Net Operating Income               $  690,682

PHYSICAL DATA
Year Built                 1986
Number of Stories          2-3
Number of Units            224
Number of Bedrooms         376
Net Rentable Area          179,476 SF
Average Unit Size          801 SF
Land Area                  14.92 acres
Unit Density               15
Property Condition         Average
Parking (type)             Asphalt, open
Construction Type          Stucco/wood siding with composition roofs

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

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



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

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

TRANSACTION DATA
Grantor (Seller)           Balcor
Grantee (Buyer)            United Dominion Real Estate
Date of Sale               5/29/96
Sale Price                 $15,000,000
Occupancy                  97%
Terms of Sale              Cash
Sale Price per Unit        $37,500.00
Sale Price per SF          $45.77
 
TERMS OF SALE              Cash

INCOME/EXPENSE DATA
Potential Gross Income             $2,752,915
Vacancy/Collection Loss 3.2%          $88,093
Effective Gross Income             $2,664,822
Operating Expenses                 $1,140,493
Net Operating Income               $1,524,329
 
PHYSICAL DATA
Year Built                 1985
Number of Stories          2-3
Number of Units            400
Number of Bedrooms         504
Site Area                  42.51 acre(s)
Net Rentable Area          327,728 SF
Average Unit Size          819 SF
Land Area                  42.51 acres
Unit Density               9.4
Property Condition         Average
Parking (type)             Asphalt, open
Construction Type          Stucco/Wood siding with composition roofs

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



                            [PICTURES APPEAR HERE]
<PAGE>
 
                          COMPARABLE APARTMENT SALE 8
                                        

PROPERTY IDENTIFICATION
Job Number                 97-071
Project Name               Westland Park
Address                    6710 Collins Road
Location                   North side of Collins Road, north of I-295
City/County/State          Jacksonville, Duval, Florida
 
TRANSACTION DATA
Grantor (Seller)           Vestcor
Grantee (Buyer)            United Dominion Real Estate
Sale Date                  5/9/96
Sale Price                 $16,950,060
Occupancy                  97%
Terms of Sale              Cash
Sale Price per Unit        $41,852.00
Sale Price per SF          $42.06
 
TERMS OF SALE              Cash
 
INCOME/EXPENSE DATA
Potential Gross Income             $2,929,883
Vacancy/Collection Loss 3.7%         $108,406
Effective Gross Income             $2,821,477
Operating Expenses                 $1,104,247
Net Operating Income               $1,717,230

PHYSICAL DATA
Year Built                 1989
Number of Stories          2-3
Number of Units            405
Number of Bedrooms         723
Net Rentable Area          403,010 SF
Average Unit Size          995 SF
Land Area                  27.17
Unit Density               14.9
Property Condition         Average
Parking (type)             Asphalt, open
Construction Type          Stucco/Wood siding with composition roofs

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




                               [PICTURE APPEARS]
<PAGE>
 
                               RENT COMPARABLE 1


PROPERTY IDENTIFICATION
Job No.                            97-068/97-069
Name of Project:                   The Remington Apartments 
Street Address:                    611 Ponte Vedra Lakes Boulevard  
City/State:                        Ponte Vedra, Florida 
 
PROPERTY DESCRIPTION      
Year Built/Renovated:              1985
Number of Buildings:               43  
Number of Stories:                 2
Number of Units:                   344 
Net Rentable Area (SF):            302,904 
Average Unit Size (SF):            881  
Parking Surface:                   Asphalt  
Parking Spaces:                    Open parking
Type of Construction:              Stucco walls with tile roofs
Unit Mix:

<TABLE> 
<CAPTION> 
                                   TOTAL   UNIT     SIZE  MONTHLY    MONTHLY  
                                   Units   Type     (SE)   Rent      Rent/SF  
                                   --------------------------------------------
                                   <S>    <C>      <C>    <C>      <C>    
                                    64    1BR/lBA    683  $605-615 $0.886-0.900
                                    72    1BR/1BA    755   635-670  0.841-0.887
                                    64    2BR/1BA    886   670-680  0.756-0.767
                                    72    2BR/2BA    977   735-745  0.752-0.763
                                    48    2BR/2BA  1,043   765-775  0.733-0.743
                                    24    2BR/2BA  1,155   825-835  0.714-0.723
</TABLE>

Unit Amenities:                    Dishwashers, garbage disposals, microwave
                                   ovens, miniblinds, fireplaces, ceiling fans,
                                   vaulted ceilings, outdoor utility closets,
                                   patio/balconies
Project Amenities:                 2 swimming pools, 1 tennis court, 1
                                   racquetball court, hot tub, sauna,
                                   exercise/weight room, clubroom, lake

ECONOMIC DATA
Percent Occupied:                  95.0%
Avg. Monthly Rent/SF of NRA:       $0.79
Electricity Pald By:               Tenant
Length of Lease:                   7 or 12 months
Security Deposit:                  $220 for 1BR; $270 for 2BR
Pets Allowed/Deposit:              Yes, $200-300, 1/2 refundable

Confirmed With:                    Leasing Agent and ConAm on-site agent survey
Date Confirmed:                    December 1997 by Stevan N. Bach, Bach Realty
                                   Advisors, Inc.

Remarks:                           Upper units lease at a premium; some upper
                                   units have ceiling treatments and fireplaces.
<PAGE>
 
                                  MARSH COVE
- --------------------------------------------------------------------------------


                            [PICTURE APPEARS HERE]
<PAGE>
 
                               RENT COMPARABLE 2
                                        

PROPERTY IDENTIFICATION
Job No.                            97-068/97-074                                
Name of Project:                   Marsh Apartments                             
Street Address:                    1220 Marsh Cove Lane                         
City/State:                        Ponte Vedra, Florida                         
                                                                                
PROPERTY DESCRIPTION                                                            
Year Built/Renovated:              1983                                         
Number of Buildings:               15                                           
Number of Stories:                 1-2                                          
Number of Units:                   86                                           
Net Rentable Area (SF):            96,176                                       
Average Unit Size (SF):            1,118                                        
Parking Surface:                   Asphalt                                      
Parking Spaces:                    Open parking                                 
Type of Construction:              Frame and stucco walls with composition      
                                   roofs         
 
Unit Mix:

<TABLE> 
<CAPTION> 
                                   TOTAL    UNIT        SIZE   MONTHLY  MONTHLY
                                   UNITS    TYPE         (SE)     RENT  RENT/SF
                                   --------------------------------------------
                                   <S>   <C>           <C>     <C>      <C> 
                                   18    2BR/2BA/FL      980    $  740   $0.755 
                                   12    2BR/2BA/FL    1,100       780    0.709
                                    8    2BR/2BA/LOFT  1,242       850    0.684
                                   26    2BR/2.5BA/TH  1,050       760    0.724
                                   16    2BR/2.5BA/TH  1,220       810    0.664
                                    6    3BR/3BA       1,430     1,010    0.706
</TABLE>
                                   FL = flat; TH = townhouse


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

Project Amenities:                 1 swimming pool, 1 tennis court, hot tub

ECONOMIC DATA
Percent Occupied:                  95.0%
Avg. Monthly Rent/SF of NRA:       $0.71
Electricity Paid By:               Tenant
Length of Lease:                   7 or 12 months
Security Deposit:                  $200
Pets Allowed/Deposit:              Yes, 25 pounds maximum $200 nonrefundable

Confirmed With:                    Leasing agent and ConAm on-site agent survey
Date Confirmed:                    December 1997 by Stevan N. Bach, Bach Realty
                                   Advisors, Inc.

Remarks:                           There is an extra $10/month rent surcharge
                                   for seven-month leases. There is also a
                                   premium of $10 per month for lake view units.
<PAGE>
 
                                  THE FAIRWAYS
- --------------------------------------------------------------------------------


                            [PICTURE APPEARS HERE]
<PAGE>
 
                               RENT COMPARABLE 3
 
PROPERTY DESCRIPTION
Project No.                        97-068/97-069                               
Name of Project:                   The Fairways                                
Street Address:                    100 Fairway Park Boulevard                  
City/State:                        Ponte Vedra, Florida                        
                                                                               
PROPERTY DESCRIPTION                                                           
Year Built/Renovated:              1984                                        
Number of Buildings:               21                                          
Number of Stories:                 2-3                                         
Number of Units:                   216                                         
Net Rentable Area (SF):            186,600                                     
Average Unit Size (SF):            864                                         
Parking Surface:                   Asphalt                                     
Parking Spaces:                    Open parking                                
Type of Construction:              Frame and stucco walls with composition     
                                   roof                                         
Unit Mix:

<TABLE> 
<CAPTION> 
                                   TOTAL  UNIT           SIZE  MONTHLY  MONTHLY
                                   Units  Type           (SE)     Rent  Rent/SF
                                   --------------------------------------------
                                   <S>    <C>           <C>    <C>      <C> 
                                    8     1BR/1BA         550     $555   $ 1.01
                                    18    1BR/1BA         600      615     1.03
                                    86    2BR/2BA/FL      950      700    0.737
                                    68    2BR/1BA/TH      750      650    0.867 
                                    18    2BR/2BA/TH    1,100      740    0.673 
                                    18    2BRIl.SBAFFH  1,050      705    0.671 
</TABLE>
                                    FL = flat; TH = townhouse

Unit Amenities:                    Dishwashers, garbage disposals, washer/dryer
                                   connections, miniblinds, fireplaces,
                                   patio/balconies

Project Amenities:                 1 swimming pool, 2 tennis courts, hot tub,
                                   exercise/weight room, clubroom, laundry
                                   facility, lake

ECONOMIC DATA

Percent Occupied:                  88%
Avg. Monthly Rent/SF of NRA:       $0.782                              
Electricity Paid By:               Tenant                              
Length of Lease:                   7 or 12 months                      
Security Deposit:                  $275                                
Pets Allowed/Deposit:              Yes, 20 pounds maximum, $300-500    
                                   nonrefundable                       

Confirmed With:                    Leasing agent and ConAm on-site agent survey 
Date Confirmed:                    December 1997 by Stevan N. Bach, Bach Realty 
                                   Advisors, Inc.                               
<PAGE>
 
                                COLONIAL GRAND
- --------------------------------------------------------------------------------



                             [PICTURE APPEARS HERE]
<PAGE>
 
                               RENT COMPARABLE 4
 
PROPERTY IDENTIFICATION
Job No.                            97-068/97-069               
Name of Project:                   Colonial Grand              
Street Address:                    125 Great Harbour Way       
City/State:                        Ponte Vedra, Florida        
                                                               
PROPERTY DESCRIPTION                                           
Year Built/Renovated:              1987                        
Number of Buildings:               31                          
Number of Stories:                 2                           
Number of Units:                   240                         
Net Rentable Area (SF):            211,640                     
Average Unit Size (SF):            882                         
Parking Surface:                   Asphalt                     
Parking Spaces:                    Open parking                
Type of Construction:              Stucco walls with tile roofs 
Unit Mix:
 
<TABLE> 
<CAPTION> 
                                   Total  Unit     Size  Monthly    Monthly 
                                   Units  Type     (SE)   Rent      Rent/SF 
                                  ----------------------------------------------
                                  <S>   <C>        <C>   <C>       <C>  
                                   40   1BR/1BA     672  $575-615  $0.856-0.915
                                   40   1BR/1BA     760   620-660   0.816-0.868
                                   40   1BR/1BA/DEN 937   670-710   0.715-0.758
                                  120   2BR/2BA     974   705-745   0.724-0.765
</TABLE>

Unit Amenities:                   Dishwashers, garbage disposals, microwave
                                  ovens, washer/dryer connections, miniblinds,
                                  fireplaces, ceiling fans, vaulted ceilings,
                                  walk-in closets, outdoor utility closets,
                                  patio/balconies

Project Amenities:                1 swimming pool, 1 tennis court, 2 racquetball
                                  courts, 1 basketball court, hot tub, sauna,
                                  exercise/weight room, clubroom, lakes,
                                  volleyball court

ECONOMIC DATA

Percent Occupied:                 97.0%                                         
Avg. Monthly Rent/SF of NRA:      $0.775                                        
Electricity Paid By:              Tenant                                        
Length of Lease:                  7 or 12 months                                
Security Deposit:                 $175                                          
Pets Allowed/Deposit:             Yes, 25-pound weight limit; $300 
                                  nonrefundable 

Confirmed With:                   Leasing Agent and ConAm on-site agent survey

Date Confirmed:                   December 1997 by Stevan N. Bach, Bach Realty
                                  Advisors, Inc.

Remarks:                          Differences in rental rates of individual
                                  floor plans are due to location and
                                  fireplaces. Upstairs units cost an additional
                                  $10 per month. There is an additional charge
                                  of $10 per month for seven-month leases.
<PAGE>
 
                                THE ARBOR CLUB
- --------------------------------------------------------------------------------



                            [PICTURE APPEARS HERE]



  
<PAGE>
 
                               RENT COMPARABLE 5
 
PROPERTY IDENTIFICATION
Project No.                        97-068/97-069/97-074
Name of Project:                   Arbor Club Apartments
Street Address:                    1 Arbor Club Drive  
City/State:                        Ponte Vedra, Florida 
 
Property Description
Year Built/Renovated:              1992
Number of Buildings:               13 plus 12 garage buildings 
Number of Stories:                 2-3
Number of Units:                   251
Net Rentable Area (SF):            288,924
Average Unit Size (SF):            1,151
Parking Surface:                   Asphalt                          
Parking Spaces:                    Open and garage space ($55/month)
Type of Construction:              Wood/stucco siding                
 
Unit Mix:
 
<TABLE>
<CAPTION>  
                            TOTAL    UNIT        SIZE      MONTHLY    MONTHLY 
                            Units    Type        (SE)         Rent    Rent/SF 
                            ----------------------------------------------------
                            <S>     <C>          <C>   <C>         <C> 
                             52     1BR/1BA        881 $   655-685 $0.743-0.778
                             52     1BR/1BA/LOFT 1,102     740-760  0.672-0.690
                             60     2BR/2BA      1,181     790-820  0.669-0.694
                             60     2BR/2BA      1,254     825-855  0.658-0.682
                             9      3BR/2BA      1,426   980-1,000  0.687-0.701
                             18     3BR/2BA      1,493 1,025-1,050  0.687-0.703
</TABLE>

Unit Amenities:                    Dishwashers, garbage disposals, microwave
                                   ovens, washer/dryer connections, miniblinds,
                                   fireplaces, vaulted ceilings, walk-in
                                   closets, burglar alarms

Project Amenities:                 1 swimming pool, 2 tennis courts, jacuzzi,
                                   exercise/weight room, clubroom, laundry
                                   facility, on-site security, garages

ECONOMIC DATA
Percent Occupied:                  100%                                         
Avg. Monthly Rent/SF of NRA:       $0.693                                       
Electricity Paid By:               Tenant                                       
Length of Lease:                   7 or 12 months                               
SECURITY DEPOSIT:                  $175                                         
Pets Allowed/Deposit:              25-pound limit; $300 pet fee (nonrefundable)

Confirmed With:                    Leasing agent and ConAm on-site agent survey
Date Confirmed:                    December 1997 by Stevan N. Bach, Bach Realty
                                   Advisors, Inc.

Remarks:                           This project opened in April 1992.
                                   Differences in rental rates for individual
                                   units are due to fireplaces, lake view, and
                                   upstairs/downstairs. There is also a $70 per
                                   month garage fee.
<PAGE>
 
ORDINANCE NUMBER: 84-3                         P.U.D.   OFF. REC.     
INTRODUCED BY: Commissioner Waldron             BOOK B PAGE 1 
                                                    --     -- 
       AN ORDINANCE OF THE COUNTY OF ST. JOHNS, STATE OF FLORIDA,
       REZONING LANDS DESCRIBED REFERENCED HEREIN AS (GOVERNMENT LOT
       2, SECTION 16, TOWNSHIP 3 SOUTH, RANGE 29 EAST, ST. JOHNS
       COUNTY, FLORIDA, CONTAINING 40 ACRES MORE OR LESS) FROM PRESENT
       ZONING CLASSIFICATION OF OPEN RURAL TO PLANNED UNIT
       DEVELOPMENT.

BE IT ORDAINED BY THE BOARD OF COUNTY COMMISSIONERS OF ST. JOHNS COUNTY,
FLORIDA:

SECTION 1. As requested by Epoch Properties, Inc., in its application for
- ---------                                                                 
zoning change filed November 17, 1983. (hereinafter called the "Lakeview Village
PUD Application"), the zoning classification of the real property described in
said application is hereby changed from Open Rural to Planned Unit Development
(Hereinafter called the "Lakeview Village PUD").

SECTION 2. All materials, stipulations, exhibits, surveys, site plans, traffic
- ---------                                                                     
studies and other maps included in and attached to the Lakeview Village PUD
Application No. R-PUD-83-59 which are described as, but are not limited to, the
following: The Planned Unit Development Application for Zoning Change,
Compliance with Article 8 (Planned Unit Development-PUD) Exhibits attached to
the Compliance with Article 8 (Warranty Deeds (2), Authorizations of Agency (3),
List of Adjacent Property Owners, Survey of the subject Real Property,
Topographical Survey of the Subject Real Property, Schedule of Development,
Lakeview Village Project Data, Lakeview Village Land Usage Data, Lakeview
Village Building Data, Lakeview Village Apartment Community Planned Unit
Development Plan (and other information thereto), revised Schedule of
Development, revised Lakeview Village Apartment Community Planned Unit
Development Plan and other such renderings necessary of the Lakeview Village
Planned Unit Development - all of which are hereby incorporated in and made a
part of this Ordinance.


                           ORDINANCE B00K 5 PAGE 492
<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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