MIDWEST REAL ESTATE SHOPPING CENTER LP
10-Q, 1996-05-15
OPERATORS OF NONRESIDENTIAL BUILDINGS
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                United States Securities and Exchange Commission
                             Washington, D.C. 20549
                                
                                   FORM 10-Q
                                
(Mark One)
         X  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
            Exchange Act of 1934

                 For the Quarterly Period Ended March 31, 1996
                                
  or

            Transition Report Pursuant to Section 13 or 15(d) of the Securities
            Exchange Act of 1934

                For the Transition period from ______  to ______
                                
                                
                         Commission File Number: 1-9331


                    MIDWEST REAL ESTATE SHOPPING CENTER L.P.
              Exact Name of Registrant as Specified in its Charter
                                
                                
           Delaware                                 13-3384643
State or Other Jurisdiction of            I.R.S. Employer Identification No.
Incorporation or Organization


3 World Financial Center, 29th Floor,
New York, NY    Attn: Andre Anderson                       10285
Address of Principal Executive Offices                    Zip Code

                                 (212) 526-3237
               Registrant's Telephone Number, Including Area Code
                                
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                       Yes    X    No ____
                                
                                
Balance Sheets                           At March 31,          At December 31,
                                                1996                     1995
Assets
Property held for disposition         $   24,500,000           $   24,500,000
Cash and cash equivalents                  5,857,086                5,971,023
Restricted cash                            1,819,579                1,012,296
Accounts receivable, net of
  allowance of $227,500 in 1996 and
  $174,600 in 1995                           465,839                  537,561
Deferred rent receivable                     123,093                  112,931
Due from affiliates, net                     123,270                  115,062
Prepaid assets                                37,043                   92,607
        Total Assets                  $   32,925,910           $   32,341,480
Liabilities and Partners' Deficit
Liabilities:
  Accounts payable and accrued
    expenses                          $    1,077,337           $      623,499
  Zero coupon mortgage note payable       39,009,945               38,028,587
       Total Liabilities                  40,087,282               38,652,086
 Partners' Deficit:
  General Partner                           (119,778)                (111,270)
  Limited Partners (10,700,000
     securities outstanding)              (7,041,594)              (6,199,336)
        Total Partners' Deficit           (7,161,372)              (6,310,606)
        Total Liabilities and
          Partners' Deficit           $   32,925,910           $   32,341,480


Statement of Partners' Deficit
For the three months ended March 31, 1996
                                          Limited       General
                                         Partners       Partner          Total
Balance at December 31, 1995        $  (6,199,336)  $  (111,270) $  (6,310,606)
Net loss                                 (842,258)       (8,508)      (850,766)
Balance at March 31, 1996           $  (7,041,594)  $  (119,778) $  (7,161,372)



Statements of Operations
For the three months ended March 31,              1996                   1995

Income
Rental income                            $   1,126,903          $   1,154,032
Escalation income                            1,223,013              1,397,889
Interest income                                100,318                 98,389
Miscellaneous income                            73,474                318,527
        Total Income                         2,523,708              2,968,837
Expenses
Property operating expenses                    674,596                682,099
Real estate taxes                              617,700                772,358
Interest expense                             1,806,358                858,134
Depreciation and amortization                       --                295,177
General and administrative                      58,318                 77,331
Management fee                                  53,785                 51,918
Professional fees                              163,717                 27,239
        Total Expenses                       3,374,474              2,764,256
        Net Income (Loss)                $    (850,766)         $     204,581
Net Income (Loss) Allocated:
To the General Partner                   $      (8,508)         $       2,046
To the Limited Partners                       (842,258)               202,535
                                         $    (850,766)         $     204,581
Per limited partnership unit
(10,700,000 outstanding)                 $        (.08)         $         .02


Statements of Cash Flows
For the three months ended March 31,                    1996              1995
Cash Flows From Operating Activities:
Net income (loss)                              $    (850,766)    $     204,581
Adjustments to reconcile net income
(loss) to net cash provided by (used for)
operating activities:
  Depreciation and amortization                           --           295,177
  Increase in interest on zero coupon
    mortgage note payable                            981,358           858,134
  Increase (decrease) in cash arising
  from changes in operating assets and
  liabilities:
      Restricted cash                               (807,283)               --
      Accounts receivable                             71,722            14,508
      Deferred rent receivable                       (10,162)          (10,344)
      Due from affiliates, net                        (8,208)          (31,067)
      Prepaid assets                                  55,564            51,216
      Accounts payable and accrued expenses          453,838           855,958
Net cash provided by (used for)
  operating activities                              (113,937)        2,238,163

Cash Flows From Investing Activities:
Additions to real estate                                  --          (419,307)
Net cash used for investing activities                    --          (419,307)

Cash Flows From Financing Activities:
Distributions paid                                        --          (756,565)
Net cash used for financing activities                    --          (756,565)
Net increase (decrease) in cash and
  cash equivalents                                  (113,937)        1,062,291
Cash and cash equivalents, beginning
  of period                                        5,971,023         6,693,502
Cash and cash equivalents, end
  of period                                    $   5,857,086    $    7,755,793

Supplemental Disclosure of Cash
  Flow Information:
Cash paid during the period for interest       $     825,000    $           --



Notes to the Financial Statements

The unaudited financial statements should be read in conjunction with the
Partnership's annual 1995 audited financial statements within Form 10-K.

The unaudited financial statements include all adjustments which are, in the
opinion of management, necessary to present a fair statement of financial
position as of March 31, 1996 and the results of operations and cash flows for
the three months ended March 31, 1996 and 1995 and the statement of partner's
deficit for the three months ended March 31, 1996.  Results of operations for
the periods are not necessarily indicative of the results to be expected for
the full year.

Certain prior year amounts have been reclassified in order to conform to the
current year's presentation.

The following significant event has occurred subsequent to fiscal year 1995,
which requires disclosure in this interim report per Regulation S-X, Rule
10-01, Paragraph (a)(5).

On April 18, 1996, the Partnership announced that the Equitable Life Assurance
Society of the United States ("Equitable"),  the holder of a mortgage note
secured by the Partnership's principal asset, Brookdale Center ("Brookdale"), a
regional shopping mall located in Brooklyn Center (Hennepin County), Minnesota,
agreed to postpone the date of the previously announced foreclosure sale of the
property until May 24, 1996 at the earliest.  The Partnership and Equitable
have also executed a letter of intent that outlines the principle terms of a
proposed loan work-out relating to Brookdale and, if necessary, a plan of
reorganization for the Partnership under Chapter 11 of the Bankruptcy Code that
would be supported by Equitable.

The proposed terms contemplate that while the Mortgage would remain in default,
the Partnership would seek to market Brookdale to a third-party buyer.  In the
event no acceptable third-party offer is received by November 15, 1996, or a
third party fails to close the acquisition by December 1, 1996, both the
Partnership and Equitable would have the right to transfer ownership of
Brookdale to Equitable and Equitable's participant, EML Associates ("EML"), for
a $500,000 cash purchase price. Equitable and EML would also be granted certain
limited rights of first refusal to acquire Brookdale.  The net sales proceeds
from a third-party buyer, after costs of the sale and amounts owed to Equitable
under any debtor-in-possession financing, would be split as follows: first, up
to $750,000 to the Partnership and $30 million to Equitable on a pari passu
basis, then 50/50 on any additional net sales proceeds up to the next $6
million, with the balance, if any, to the Partnership.  The Partnership does
not expect that the net sales proceeds from a third-party buyer, after costs of
the sale and payment of amounts owed to Equitable, will be material to the
Partnership.

Under the Chapter 11 arrangements as contemplated by the agreement, pending
sale, all available cash flow from Brookdale (after payment of property
expenses and administrative costs associated with the bankruptcy) will be paid
to Equitable. Equitable will fund necessary capital and leasing costs pursuant
to a super-priority, non-recourse, debtor-in-possession loan by Equitable
payable upon the disposition of Brookdale.

The contemplated arrangements are subject to the execution of a definitive
agreement, certain conditions precedent, the approval of the Board of Directors
of the Partnership's General Partner, the approval of Equitable's Investment
Committee and the approval of EML and its partners.  There can be no assurance
that any definitive agreement will be reached.

Part 1, Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations

Liquidity and Capital Resources

The General Partner has been attempting to sell the Partnership's remaining
property, Brookdale Center (the "Property" or "Brookdale"), and pay off the
Mortgage, which is held by The Equitable Life Assurance Society of the United
States ("Equitable") and secured by the Property.  The General Partner was
unable to consummate a sale of the Property and repay the Mortgage prior to
June 30, 1995, the maturity date of the Mortgage.  As a result, on July 5,
1995, Equitable issued a notice of default to the Partnership and commenced
advertising Brookdale for a public nonjudicial foreclosure sale to be held on
September 12, 1995.  Such date was subsequently postponed on several occasions.
On April 12, 1996, Equitable agreed to postpone the date of the previously
announced foreclosure sale of the property until May 24, 1996 at the earliest.
In addition, the Partnership and Equitable executed a letter of intent that
outlines, as described below, the principle terms of a proposed loan work-out
relating to Brookdale and, if necessary, a plan of reorganization for the
Partnership under Chapter 11 of the Bankruptcy Code that would be supported by
Equitable.

The proposed terms contemplate that while the Mortgage would remain in default,
the Partnership would seek to market Brookdale to a third-party buyer.  In the
event no acceptable third-party offer is received by November 15, 1996, or a
third party fails to close the acquisition by December 1, 1996, both the
Partnership and Equitable would have the right to transfer ownership of
Brookdale to Equitable and Equitable's participant, EML Associates ("EML"), for
a $500,000 cash purchase price. Equitable and EML would also be granted certain
limited rights of first refusal to acquire Brookdale.  The net sales proceeds
from a third-party buyer, after costs of the sale and amounts owed to Equitable
under any debtor-in-possession financing, would be split as follows: first, up
to $750,000 to the Partnership and $30 million to Equitable on a pari passu
basis, then 50/50 on any additional net sales proceeds up to the next $6
million, with the balance, if any, to the Partnership.  The Partnership does
not expect that the net sales proceeds from a third-party buyer, after costs of
the sale and payment of amounts owed to Equitable, will be material to the
Partnership. Under the Chapter 11 arrangements as contemplated by the
agreement, pending sale, all available cash flow from Brookdale (after payment
of property expenses and administrative costs associated with the bankruptcy)
will be paid to Equitable. Equitable will fund necessary capital and leasing
costs pursuant to a super-priority, non-recourse, debtor-in-possession loan by
Equitable payable upon the disposition of Brookdale.The contemplated
arrangements are subject to the execution of a definitive agreement, certain
conditions precedent, the approval of the Board of Directors of the
Partnership's General Partner, the approval of Equitable's Investment Committee
and the approval of EML and its partners.

Since August 2, 1995, General Growth Management, Inc. ("General Growth"), the
current property manager, has acted as the receiver of Brookdale as appointed
by the Minnesota District Court.  In such capacity, General Growth collects the
rent proceeds from Brookdale's tenants and applies the proceeds to payments of,
among other things, Brookdale's operating expenses, maintenance costs, real
estate taxes, tenant improvements and leasing commissions, with any remaining
funds to be paid to Equitable for interest due under the Mortgage.  From the
date of receivership through March 31, 1996, the net cash flow generated by
Brookdale was not available to the Partnership and is reflected on the
Partnership's balance sheet as restricted cash.  During December 1995, $700,000
was forwarded to Equitable and applied to the Mortgage under the terms of the
receivership.  In addition, during the first quarter of 1996, an additional
$825,000 was forwarded to Equitable, under the terms of the receivership, and
applied to the Mortgage.  The increase in restricted cash from December 31,
1995 to March 31, 1996 is attributable to cash flow generated by Brookdale
partially offset by the $825,000 payment made to Equitable.  Debt service
shortfalls, if any, may be advanced by Equitable and added to the principal
amount of the Mortgage.  General Growth is being paid a receiver's fee equal to
4.45% of all fixed minimum rents and percentage or overage rents collected, the
same fee it received in its role as property manager.  Should the Partnership
and Equitable execute a definitive agreement which includes a plan of
reorganization under Chapter 11 bankruptcy protection, the terms of such
agreement would supersede the terms of the existing court-appointed
receivership.

In an effort to facilitate the sale of Brookdale, the General Partner has
retained Jones Lang Wootton, an international real estate sales and advisory
firm with extensive experience in marketing large assets to the investment
community.  We are hopeful that their efforts will result in an acceptable
offer to buy Brookdale.  However, the serious difficulties facing the retail
industry, as well as other industry trends, are adversely impacting both sales
opportunities and market values for malls such as Brookdale.

As of the filing date of this report, the following tenants, or their parent
corporations, at the Mall have filed for protection under the U.S. Federal
Bankruptcy Code.

                 Tenant       Square Footage Leased
                 Stuarts                      8,069
                 J Riggings                   2,815
                 Mr. Bulky                    1,566
                 JW                           1,410
                 Merry Go `Round*             3,378

                 * vacated in April 1996

These tenants occupy 17,238 square feet, or approximately 8.6% of Brookdale's
leasable area (exclusive of anchor tenants), and at this time their plans to
remain at Brookdale remain uncertain. Pursuant to the provisions of the U.S.
Federal Bankruptcy Code, these tenants may, with court approval, choose to
reject or accept the terms of their leases.  Should any of these tenants
exercise the right to reject their leases, this could have an adverse impact on
cash flow generated by Brookdale and revenues received by the Partnership and
the Partnership's negotiations with Equitable with respect to the default on
the Mortgage.

At March 31, 1996, the Partnership had unrestricted cash totaling $5,857,086
compared to $5,971,023 at December 31, 1995.  The decrease is due to
expenditures for Partnership operations and the absence of cash flow from
Brookdale being paid to the Partnership, due to the appointment of a receiver
on August 2, 1995 as described above.

Accounts receivable decreased from $537,561 at December 31, 1995 to $465,839 at
March 31, 1996.  The decrease reflects the receipt of payments from tenants for
real estate taxes and an increase in the allowance for bad debt expense related
to one Brookdale tenant.

Prepaid assets decreased from $92,607 at December 31, 1995 to $37,043 at March
31, 1996 primarily due to the timing and recognition of payments for prepaid
insurance.

Accounts payable and accrued expenses increased from $623,499 at December 31,
1995 to $1,077,337 at March 31, 1996.  The increase is due to the accrual for
1996 real estate taxes for Brookdale, partially offset by payments made for
prior year payables.

Zero coupon mortgage note payable increased from $38,028,587 at December 31,
1995 to $39,009,945 at March 31, 1996 due to the accrual of interest on the
Mortgage which matured on June 30, 1995.  Pursuant to its terms, the Mortgage
accrues interest at a default rate of 19% per annum commencing July 1, 1995.
See "Liquidity and Capital Resources" above for a discussion of the default.

Dayton's land and building are owned by DDC, an affiliate of Dayton's, which
leases Dayton's land and building to Dayton's. DDC's lease to Dayton's runs
through July 31, 1996.  DDC and Dayton's are subject to an operating agreement
that generally requires Dayton's to operate a Dayton's store in the Dayton's
building until July 31, 1996.  Dayton's has not informed the Partnership of any
intention to leave the Mall when its operating covenant expires.


Results of Operations

Cash used for operating activities totaled ($113,937) for the period ended
March 31, 1996 compared to cash provided by operating activities of $2,238,163
for the same period in 1995. The reduced cash flow is primarily due to the
paying of all net cash flow from Brookdale to Equitable, which commenced on
August 2, 1995 (see "Liquidity and Capital Resources" above).

The Partnership recognized a net loss of $850,766 for the period ended March
31, 1996 compared to net income of $204,581 for the same period during 1995.
The change from net income to net loss is primarily due to increased interest
expense on the Mortgage.

Escalation income totaled $1,223,013 for the period ended March 31, 1996
compared to $1,397,889 for the same period in 1995.  The decrease is primarily
due to lower recoverable real estate tax income.

Miscellaneous income totaled $73,474 for the three months ended March 31, 1996
compared to $318,527 during the same period in 1995.  Miscellaneous income
during the 1995 period primarily consisted of lease buyout settlements for two
Brookdale tenants totaling $314,000, whereas the balance for the 1996 period
primarily consisted of a lease settlement for one Brookdale tenant totaling
$60,000.

Total expenses for the period ended March 31, 1996 totaled $3,374,474 compared
to $2,764,256 for the same period in 1995. The increase reflects increases in
interest expense and professional fees, partially offset by a decrease in
depreciation and amortization and real estate taxes.  Real estate taxes for the
three months ended March 31, 1996 totaled $617,700 compared to $772,358 during
the same period in 1995.  The decrease is due to a decrease in the assessed
value of Brookdale.

Interest expense for the three months ended March 31, 1996 totaled $1,806,358
compared to $858,134 during the same period in 1995.  The increase is primarily
due to the accrual of higher interest on the Mortgage, which is accruing at a
default rate of 19% as described above.

Depreciation and amortization for the period ended March 31, 1996 totaled $0
compared to $295,177 for the same period in 1995. Effective January 1, 1996,
the Partnership's assets are no longer depreciable due to the adoption of
Statement of Financial Accounting Standards No. 121 "Accounting for the
Impairment of Long-lived Assets and for Long-lived Assets to be Disposed of,"
which requires the carrying amount of assets held for disposition to be fair
value less costs to sell.  Additionally, depreciation and/or amortization
should not be recorded during the period in which assets are being held for
disposition.

Professional fees for the period ended March 31, 1996 totaled $163,717 compared
to $27,239 for the corresponding period in 1995.  The increase is primarily due
to higher legal and other professional fees in relation to the situation
surrounding the Mortgage as described under "Liquidity and Capital Resources"
above.

Sales for tenants (exclusive of anchor tenants) who operated at Brookdale for
each of the last two years were approximately $4,593,200 and $4,564,100 for the
two months ended February 29, 1996 and February 28, 1995, respectively.  Total
tenant sales (exclusive of anchor tenants) were approximately $5,011,000 and
$4,961,000 for the two months ended February 29, 1996 and February 28, 1995,
respectively.  As of March 31, 1996, Brookdale was 73% occupied (exclusive of
anchor and outparcel stores), compared with 78% at March 31, 1995.


Part II   Other Information

Items 1-5 Not applicable.

Item 6    Exhibits and reports on Form 8-K.

          (a)  Exhibits -

          (27) Financial Data Schedule

          (99) Limited Appraisal of Real Property for
               Brookdale Center  as of January 1, 1996, as
               prepared by Cushman & Wakefield, Inc.

          (b)  Reports on Form 8-K - No reports on Form 8-K were
               filed during the quarter ended March 31, 1996.

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



                         MIDWEST REAL ESTATE SHOPPING CENTER, L.P.

                         BY:  MIDWEST CENTERS INC.
                              General Partner



Date: May 15, 1996       BY:  /s/ Paul L. Abbott
                                  Director, President and
                                  Chairman of the Board



Date: May 15, 1996       BY:   /s/ Robert J. Hellman
                                   Director, Vice President and
                                   Chief Financial Officer


<TABLE> <S> <C>

<ARTICLE>                     5
       
<S>                           <C>
<PERIOD-TYPE>                 3-mos
<FISCAL-YEAR-END>             Dec-31-1996
<PERIOD-END>                  Mar-31-1996
<CASH>                        7,676,665
<SECURITIES>                  0
<RECEIVABLES>                 816,432
<ALLOWANCES>                  (227,500)
<INVENTORY>                   0
<CURRENT-ASSETS>              0
<PP&E>                        24,500,000
<DEPRECIATION>                0
<TOTAL-ASSETS>                32,925,910
<CURRENT-LIABILITIES>         1,077,337
<BONDS>                       39,009,945
<COMMON>                      0
         0
                   0
<OTHER-SE>                    (7,161,372)
<TOTAL-LIABILITY-AND-EQUITY>  32,925,910
<SALES>                       0
<TOTAL-REVENUES>              2,523,708
<CGS>                         0
<TOTAL-COSTS>                 1,346,081
<OTHER-EXPENSES>              222,035
<LOSS-PROVISION>              0
<INTEREST-EXPENSE>            1,806,358
<INCOME-PRETAX>               0
<INCOME-TAX>                  0
<INCOME-CONTINUING>           0
<DISCONTINUED>                0
<EXTRAORDINARY>               0
<CHANGES>                     0
<NET-INCOME>                  (850,766)
<EPS-PRIMARY>                 $(.08)
<EPS-DILUTED>                 0
        

</TABLE>



                             COMPLETE APPRAISAL OF
                                 REAL PROPERTY
                           -------------------------

                                Brookdale Center
                          N/E/C of Routes 100 and 152
                                Brooklyn Center
                           Hennepin County, Minnesota





                              IN A SUMMARY REPORT

                             As of January 1, 1996



                  Equitable Real Estate Shopping Centers L.P.
                      3 World Financial Center, 29th Floor
                           New York, New York  10013


                           Cushman & Wakefield, Inc.
                               Advisory Services
                         51 West 52nd Street, 9th Floor
                              New York, NY  10019





March 4, 1996



Equitable Real Estate Shopping Centers L.P.
3 World Financial Center, 29th Floor
New York, New York  10013

Re: Complete Appraisal of Real Property
    Brookdale Center
    N/E/C of Routes 100 and 152
    Brooklyn Center
    Hennepin County, Minnesota

Gentlemen:

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

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

This report was prepared for Equitable Real Estate Shopping Center L.P.
("Client") and it is intended only for the specified use of the Client.  It may
not be distributed to or relied upon by other persons or entities without
written permission of the Appraiser.

The property was inspected by and the report was prepared by Brian J. Booth.
Richard W. Latella, MAI has reviewed and approved the report.

This  is  a Summary Appraisal Report which is intended to  comply with the
reporting requirements set forth under Standards Rule 2- 2)b)  of the Uniform
Standards of Professional Appraisal Practice for  a  Summary  Appraisal Report.
As  such,  it  presents  only summary  discussions of the data, reasoning,  and
analyses  that were  used  in  the appraisal process to develop the appraiser's
opinion of value.  Supporting documentation concerning the  data, reasoning,
and analyses is retained in the appraiser's file.  The depth  of discussion
contained in this report is specific to  the needs  of the client and for the
intended use stated below.   The appraiser is not responsible for unauthorized
use of this report. We  are  providing this report as an update to our last
analysis which  was  prepared as of January 1, 1995.   As  such,  we  have
primarily reported only changes to the property and its  environs over the past
year.

As a result of our analysis, we have formed an opinion that the market value of
the leased fee estate in the referenced property, subject to the assumptions,
limiting conditions, certifications, and definitions, as of January 1, 1996,
was:


                   TWENTY FIVE MILLION DOLLARS
                           $25,000,000


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

Respectfully submitted,

Cushman & Wakefield, Inc.



Brian J. Booth
Retail Valuation Group


Richard W. Latella, MAI
Senior Director
Retail Valuation Group
Certified General Real Estate Appraiser License No. 20026517


BJB:RWL:emf
C&W File No. 96-9039




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



Property Name:                     Brookdale Center

Location:                          N/E/C of Routes 100 and 152
                                   Brooklyn Center
                                   Hennepin County, Minnesota



Assessor's Parcel Numbers:         A   complete  listing  of  the
                                   various   parcel  numbers   is
                                   contained in the Real Property
                                   Taxes  and Assessments section
                                   of this report.

Interest Appraised:                Leased Fee Estate

Date of Value:                     January 1, 1996


Date of Inspection:                January 19, 1996

Ownership:                         Equitable Real Estate Shopping
                                   Center, L.P.

Land Area:
        Owned by Partnership:      58.02+/- Acres
        Owned by Anchors:          30.00+/- Acres
        Total:                     88.02+/- Acres

Zoning:                            C2, Commercial District

Highest and Best Use
        If Vacant:
                                   Retail use built to its maximum
                                   feasible FAR

        As Improved:
                                   Continued retail use as a
                                   super-regional shopping
                                   center.

Improvements
        Type:
                                   Single   story  super-regional
                                   mall with two-level department
                                   stores.

Year Built
Original Construction              1962
3rd Dept. Store (Dayton's)
and Mall Shop Expansion            1966
4th  Dept. Store (Carson Pirie
Scott)                             1967
Retenanting   &   Refurbishing     1970
Retenanting   &   Refurbishing     1983
Kohl's                             1988
Carson Throat Take Back            1994
Carson's to Mervyn's               1995


Type of Construction:              Steel frame   and  masonry  exterior
                                   facility.

GLA Summary *
        Owned GLA
        Mall Shops                      194,756 SF
        Kiosks                            5,166 SF
        Total Owned Mall GLA            199,922 SF

        Non-Owned Anchor Store Space
            Sears                       180,669 SF

            Dayton's                    195,368 SF

            Mervyn's                    140,336 SF

            JC Penney **                140,320 SF

            Kohl's **                   75,000 SF

            Anchor Owned TBA Stores     40,604 SF

            Midas Muffler ***           8,254 SF

        Total  Anchor  Area             780,551 SF


Total Occupancy Area                    980,473 SF

*       Primary space  only (excludes  secondary   storage space).
**      The land under the JC Penney and Kohl's is  owned by the
        partnership and leased to anchors.
***     Outparcel


Operating Data and Forecasts
        Current Vacant Space            46,154 square feet

        Current Occupancy Level         77% based on mall GLA; 93.7% overall.

        Forecasted Stabilized Occupancy
        (Mall Shops):                   94% (exclusive of downtime provisions)

        Forecasted Date of Stabilized
        Occupancy:                      January 1, 2000

        1996 Operating Expenses:
              (Budget):                 $5,656,300
              (Appraisers' Forecast):   $5,333,399

Value Indicators
        Cost Approach:                  N/A

        Sales Comparison Approach:      $24,800,000 - $28,800,000

        Income Approach
               Discounted Cash Flow:    $25,000,000

Investment Assumptions
        Rental Growth Rate:             1996-1998       Flat
                                        1999            +1.5%
                                        2000            +2.0%
                                        2001-2005       +2.5%
Expense Growth Rate (General):          1996-2005       +3.5%
Tax Growth Rate:                        1996-2005       +4.0%
Sales Growth Rate:                      1996            -2.0%
                                        1997            Flat
                                        1998            +1.0%
                                        1999            +2.0%
Other Income                            2000-2005       +2.5%
Tenant Improvement Allowance
        Raw Space:                      $40.00/SF
        Currently Vacant
            (Second Generation Space):  $15.00/SF
        Future Turnover Space:          $10.00/SF
        Renewing Tenants:               $ 1.00/SF
Vacancy between Tenants:                6 months
Renewal Probability:                    70%
Terminal Overall Rate:                  11.25%
Cost of Sale at Reversion:              2.0%
Discount Rate:                          13.50%

Value Conclusion:                       $25,000,000

Exposure Time Implicit in Value
Conclusion:                             Not more than 12 months

Resulting Indicators
        Going-In Overall Rate:          17.61%
        Price Per Square Foot of
        Owned GLA:                      $125.05


Special Assumptions
1.   Throughout  this  analysis  we have  relied  on  information provided by
     ownership and management which we assume  to  be accurate.   We  have been
     provided with summary  information only  for  new  leases in the form of a
     rent roll  or  lease abstracts.   We  have not been provided  with  actual
     lease documents.    Negotiations  are  currently   underway   with
     additional mall tenants that will enhance the mall's overall appeal  and
     merchandising strategy.  In  addition,  we  are advised that a few
     existing tenants will be leaving the mall as   a   result   of   parent
     company   bankruptcies   and remerchandising  efforts.  All tenant
     specific  assumptions are identified within the body of this report.

2.   Our cash flow analysis and valuation has recognized that all signed as
     well as any pending leases with a high probability of  being consummated
     are implemented according to the terms presented  to us by General Growth
     Management.  Such  leases are identified within the body of this report.
     Special Assumptions (cont'd.)

3.   Dayton   Hudson's  operating  covenant  expires   in   1996. Management
     has been negotiating with Dayton's to extend  the agreement.  We have made
     a financial contingency in our cash flow  assumptions as compensation to
     Dayton's to induce them to  extend the agreement.  Should Dayton's vacate
     the  mall, it would have a severe impact on the property.

4.   During  1990, the Americans With Disabilities Act (ADA)  was passed by
     Congress.  This is Civil Rights legislation which, among  other  things,
     provides for equal  access  to  public placed   for  disabled  persons. It
     applied  to  existing structures  as  of January 1992 and new construction
     as  of January   1993.   Virtually  all  landlords  of   commercial
     facilities  and tenants engaged in business that  serve  the public have
     compliance obligations under this law.  While we are  not experts in this
     field, our understanding of the law is  that  it  is  broad-based, and
     most existing  commercial facilities  are  not in full compliance  because
     they  were designed  and  built  prior to enactment  of  the  law.   We
     noticed  no additional "readily achievable barrier  removal" problems but
     we recommend a compliance study be performed by qualified  personnel  to
     determine  the  extent   of   non- compliance and cost to cure.

     We  understand  that,  for an existing  structure  like  the subject,
     compliance can be accomplished in stages as all  or portions  of  the
     building are periodically renovated.   The maximum  required  cost
     associated with  compliance-related changes  is 20 percent of total
     renovation cost.  A  prudent owner  would  likely include
     compliance-related  charges  in periodic  future common area and tenant
     area  retrofit.   We consider   this  in  our  future  projections   of
     capital expenditures and retrofit allowance costs to the landlord.

     At  this  time,  most buyers do not appear to be  reflecting future ADA
     compliance costs for existing structures in their overall  rate or price
     per square foot decisions.   This  is recent legislation and many market
     participants are not  yet fully  aware of its consequences.  We believe
     that over  the next  one  to  two  years, it will become more  of  a value
     consideration.  It is important to realize  that  ADA  is  a Civil  Rights
     law, not a building code.  Its intent  is  to allow  disabled persons to
     participate fully in society  and not intended to cause undue hardship for
     tenants or building owners.

5.   We  note  that  the  asbestos has  been  identified  in  the property and
     ownership has initiated a program of removal as will be discussed in
     further detail herein.

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

7.   Please  refer  to  the  complete  list  of  assumptions  and limiting
     conditions included at the end of this report. TABLE OF CONTENTS

                                                                     Page

PHOTOGRAPHS OF SUBJECT PROPERTY                                         1

INTRODUCTION                                                            4
  Identification of Property                                            4
  Property Ownership and Recent History                                 4
  Purpose and Function of the Appraisal                                 5
  Extent of the Appraisal Process                                       5
  Date of Value and Property Inspection                                 5
  Property Rights Appraised                                             5
  Definitions  of Value, Interest Appraised, and Other  Pertinent
  Terms                                                                 6
  Legal Description                                                     7

REGIONAL ANALYSIS                                                       8

NEIGHBORHOOD ANALYSIS                                                   15

RETAIL MARKET ANALYSIS                                                  16

THE SUBJECT PROPERTY                                                    28

REAL PROPERTY TAXES AND ASSESSMENTS                                     30

ZONING                                                                  31

HIGHEST AND BEST USE                                                    32

VALUATION PROCESS                                                       33

SALES COMPARISON APPROACH                                               34

INCOME APPROACH                                                         51

RECONCILIATION AND FINAL VALUE ESTIMATE                                 87

ASSUMPTIONS AND LIMITING CONDITIONS                                     89

CERTIFICATION OF APPRAISAL                                              91

ADDENDA                                                                 92



                  PHOTOGRAPH SHOWING VIEW OF CENTRAL MALL AREA

      PHOTOGRAPH LOOKING AT THE NEW SEARS ENTRANCE FACING THE CENTRAL MALL

              PHOTOGRAPH SHOWING VIEW OF THE ENTRANCE TO DAYTON'S

                 PHOTOGRAPH LOOKING AT THE MERVYN'S THROAT AREA

                     PHOTOGRAPH OF A TYPICAL IN-LINE TENANT



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

Identification of Property

Brookdale  Center  is a single level super-regional  shopping mall  located  in
the northwest quadrant of the Minneapolis  MSA. It   contains  980,473  square
feet  and  is  anchored  by  five department stores.  Brookdale was originally
constructed in  1962 and  included  Sears and JC Penney with Dayton's being
added  in 1966.   In  1967,  Donaldson's  (then  Carson  Pirie  Scott,  now
Mervyn's) was constructed as Brookdale became the nation's  first enclosed four
anchor mall.  The fifth anchor was  added  as  an outparcel in 1988.  Main
Street department stores (a division  of Federated)  built  a  75,000 square
foot  free-standing  unit  on leased  land.   Later that year, Federated sold
its  Main  Street division to Kohl's who continues to operate the store today.
    
Brookdale   Center  is  located  immediately  east   of   the intersection  of
County  Road 10 and Brooklyn  Boulevard  (Route 152),  adjacent to State
Highway 100 and approximately five miles northwest of the Minneapolis Central
Business District.  The area surrounding  Brookdale  is  characterized  by
intensive   retail development,  making  Brookdale  a  strong  retail  draw  in
the northwest quadrant of the MSA.
    
Brookdale's  market  continues to experience  average  growth with the three
fastest growing suburbs in the Twin Cities in  its target  market   (Coon
Rapids, Maple Grove, and  Plymouth).   The center's  dated appearance has made
it increasingly difficult  to compete  with its three principle competitors,
namely  Ridgedale, Rosedale,  and  Northtown,  all of  which  have  undergone
major renovations and/or expansions.  Based on mall shop GLA, Brookdale Mall is
currently about 77 percent occupied with continuing plans for remerchandising
and remodeling efforts.

Property Ownership and Recent History

Fee  title  to the subject is held by Equitable  Real  Estate Shopping Centers,
L.P.  The partnership has owned the mall  since acquiring  it  from  the
Equitable  Life  Insurance  Company  in October, 1986.

Carson's, Sears and Dayton's all own their own buildings  and pads.  JC Penney
and Kohl's are both ground tenants.  JC Penney's ground  lease is for a 50 year
term that expires on  January  31, 2015.  They pay a base rent of $20,930 per
year.  Kohl's operates under  a lease which expires January 31, 2010.  They pay
a  base rent  of $175,000 per year.  Both of the ground tenants also have
percentage  rent  clauses.  The operating covenant  for  Dayton's expires in
1996, while Carson's and Sears run until 1999.  Dayton Hudson  has  acquired
the  Carson Pirie  Scott  store.   It  was converted to a Mervyn's store during
the spring of 1995.
    
We  are  also  advised that ownership has been marketing  the property  for
some time.  We are not aware of any serious  offers to purchase the property at
this writing.

Purpose and Function of the Appraisal

The  purpose of this limited appraisal report is to  estimate the market value
of the leased fee estate in the property, as  of January 1, 1996.  Our analysis
reflects conditions prevailing  as of  that  date.  Our last appraisal was
completed on  January  1, 1995  and  we have focused on changes to the property
and  market conditions since that time.  The function of this appraisal is to
provide  an  independent valuation analysis to our client,  which will be used
to monitor ownership's investment in the property.

Extent of the Appraisal Process

In the process of preparing this appraisal, we:

        - Inspected the exterior of the building and the site improvements
          and a representative sample of tenant spaces with Ronald Thomas,
          the mall manager.

        - Interviewed representatives of the property management company,
          General Growth Management.

        - Reviewed leasing policy, concessions, tenant build-out allowances
          and history of recent rental rates and occupancy with the mall
          manager.

        - Reviewed a detailed history of income and expense and a budget
          forecast for 1996 including the budget for planned capital
          expenditures and repairs.

        - Conducted market research of occupancies, asking rents,
          concessions and operating expenses at competing retail properties
          including interviews with on-site managers and a review of our own
          data base from previous appraisal files.

        - Prepared a detailed discounted cash flow analysis for the purpose
          of discounting a forecasted net income stream to a present value.

        - Conducted market inquiries into recent sales of similar regional
          malls to ascertain sales price per square foot, net income
          multipliers and capitalization rates. This process involved
          telephone interviews with sellers, buyers and/or participating
          brokers.
        - Prepared a Sales Comparison and Income Approach to value, and
          reconciled to a final conclusion of value.


Date of Value and Property Inspection

On  January  22,  1996 Brian J. Booth inspected  the  subject property  and its
environs.  Richard W. Latella,  MAI  did  not inspect the property but provided
significant assistance  in  the preparation of the report and the cash flows
and has reviewed and approved the report.

Property Rights Appraised
Leased fee estate.

Definitions of Value, Interest Appraised, and Other Pertinent Terms

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

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

        1.  Buyer  and seller are typically motivated;

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

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

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

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


Exposure Time

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

Definitions  of pertinent terms taken from the Dictionary  of Real  Estate
Appraisal, Third Edition (1993), published  by  the Appraisal Institute, are as
follows:

    Leased Fee Estate

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

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

    Definitions of other terms taken from various other sources are as follows:

    Market Value As Is on Appraisal Date

    Value of the property appraised in the condition observed upon  inspection
    and as it physically and legally  exists without   hypothetical conditions,
    assumptions,    or qualifications on the effective date of appraisal.

Legal Description
    A legal description is retained in our files.



                        MAP OF GREATER MINNEAPOLIS AREA



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

Introduction

The  regional analysis section evaluates general  demographic and economic
trends in the property's county and MSA to determine the  outlook  for  the
overall market and industries  based  upon comparison  of  projected population
and employment  trends  with actual historical data.
    
The subject property is located in Brooklyn Center within the metropolitan area
of Minneapolis, Minnesota.  It is approximately 5 miles north of the
Minneapolis Central Business District.

Geographic Boundaries

Minnesota  lies near the geographic center of  North  America and  is the
northern-most state in the continental United States. Minneapolis  and  St.
Paul, the state's  capital,  comprise  the nucleus  of the seven-county Twin
Cities metropolitan area.   The Twin  Cities  metropolitan area extends  east
to  the  Wisconsin border  and  includes  the following seven  counties:
Hennepin, Ramsey,  Dakota, Anoka, Scott, Washington, and Carver.  The  Twin
Cities  are  one  of  the  primary  financial,  commercial,   and industrial
centers for the Upper Midwest and  have  one  of  the finest educational and
instructional systems in the country.

Transportation

Minneapolis is advantageously located in southeast  Minnesota at  the  head of
the Mississippi River and within close proximity to  major  interstate  routes,
shipping  passages  and  railroad service.  Minneapolis is strategically
located to serve  a  large midwest market with Omaha located 378 miles to the
south, Chicago 410  miles  southeast; Milwaukee 337 miles southeast  and Kansas
City  443  miles south.  The Greater Minneapolis-St. Paul  area's location  and
wide variety of transportation options has  enabled it to be an important
transportation hub of the midwest.
    
The  Minneapolis-St. Paul metropolitan area is accessible  by several major
expressways and interstate highways.  Interstate 94 and Interstate 35 are the
two primary interstate highways serving the  metropolitan area.  Interstate 94
travels east-west from the Wisconsin  border, through the downtown area and
continues  west towards  St.  Cloud.   Interstate 35 runs  west  and
north-south providing access from Duluth to Fairbult.  In addition, the three
belt-line freeways, Interstate 494, Interstate 694 and Interstate 394
facilitate  travel in and around the first and  second  ring suburbs.
Interstate   35  East  runs   north-south   providing transportation from
Burnsville to Duluth.  Minnesota has  127,500 miles  of  street and highway,
ranking it fifth in the nation  in miles of roadways.
    
Within  the  metropolitan  area, commuter  transportation  is facilitated  by
the  Metropolitan Transit  Commission  (MTC),  a public  agency  which owns and
operates the  second  largest  bus system  in  the United States.  The MTC
annually serves  over  70 million  passengers in Minneapolis, St. Paul, and the
surrounding suburbs.   Five  additional private operators provide  bus  route
service to the metropolitan area.
    
Due  to its strategic location at the head of the Mississippi River,  the Twin
Cities are the home of six barge lines  and  are served  by over 72 barge
carriers.  The ports of Minneapolis  and St.  Paul  handle  more than eleven
million  tons  of  waterborne commodities for domestic and foreign markets each
year.  The Twin Cities   comprise   the   nation's  seventh   largest wholesale
distribution  center and the third largest trucking  distribution center, with
over 150 first class carriers.
    
The  Minneapolis-St. Paul metropolitan area is served by  six railroad
companies,  with  the  three  dominant   lines   being Burlington    Northern,
Inc.,   Chicago    and    Northwestern Transportation Company, and Soo Line
Railroad (CP  Rail  System). The  six  truck  line  railroads have over 5,400
miles  of  rail trackage.   Railroads within the area provide  service  which
is integrated with the national U.S. railway system, as well as  the Canadian
national railway system.  Passenger service is provided by Amtrak.
    
The  Minneapolis-St. Paul International Airport is the  major airline gateway
for the Twin Cities and the Upper Midwest.

Population

The   Twin   Cities  Metropolitan  Area,   located   in   the southeastern
quadrant of Minnesota, is home to over half  of  the state's   population. For
perspective,   the   Twin   Cities Metropolitan  Area,  as defined by Sales &
Marketing  Management, includes  eleven  counties  in  Minnesota  and  two
counties  in Wisconsin.
    
The regional planning organization, the Metropolitan Council, has  prepared
population estimates and projections for the  area. The  historical  and
projected population growth trends  for  the seven  primary counties in the
Twin Cities metropolitan area  are summarized in the following table.



                         Twin Cities Metropolitan Area
                   Population Statistics - 1980 Through 2000



                                           Average                     Average
                                          Annual %                    Annual %
                            Estimated       Change     Projected        Change
County            1980           1994    1980-1994          2000     1994-2000
Hennepin       941,411      1,052,800        0.75%     1,109,820         1.06%
Anoka          195,998        273,600        2.25%       285,190         0.83%
Carver          37,046         57,500        2.97%        62,920         1.82%
Dakota         194,279        310,600        3.18%       346,130         2.19%
Ramsey         459,784        482,700        0.32%       504,110         0.87%
Scott           43,784         68,800        3.06%        77,410         2.39%
Washington     113,571        177,300        3.01%       180,180         0.32%

Total        1,985,873      2,423,300        1.34%     2,565,760         1.15%

Source: U.S. Census and estimates of the Metropolitan Council


The population of the metropolitan area increased by a simple average  annual
rate  of  1.3 percent  between  1980  and  1994. Dakota,  Scott and Carver
Counties, which geographically comprise the  southern half of the metropolitan
area, continue to lead the other  counties  in  rate  of  population  growth
through  1994. Population rate of growth in these counties will continue to
lead the metro area through the year 2000.
    
Currently,  the population of the Twin Cities  MSA  comprises nearly 60 percent
of the total for the State of Minnesota.
    
According to the Metropolitan Council, the metropolitan  area is  the  12th
fastest growing metro area in terms of  population among the largest 25 in the
United States.  However this rate  of growth is expected to decrease slightly
between 1994 and the year 2000,  when  population in the metropolitan area is
projected  to reach 2,566,000.  As shown on the following table, the population
in  the area is also moving from the city toward the suburbs,  as has been
common among the nation's metropolitan areas.


  
                                    TABLE B

                         Population Census and Forecast
                         Twin Cities Metropolitan Area
                   (as a percentage of the total population)


County          1980            1994            2000*           2010*
Hennepin:        47%             43%              43%             42%
Anoka            10%             11%              11%             11%
Carver            2%              2%               2%              3%
Dakota           10%             13%              13%             14%
Ramsey           23%             20%              20%             19%
Scott             2%             30%               3%              3%
Washington        6%              7%               7%              8%

Source: U.S. Census and Metropolitan Council


The  preceding  table  shows a gradual  shift  of  population outward from the
city toward the suburbs.  The trend is projected to  continue,  although  at  a
more moderate  rate.   The  collar counties of Anoka, Carver, Dakota, Scott and
Washington increased their share of the regional population from 30 percent in
1980 to 36 percent in 1994.  Their share of the population is expected to
increase to 39 percent by the year 2010.
    
The  population  shift from the city to  suburban  areas,  is common among most
major cities located throughout the Great Lakes and  Northeastern  regions, and
is expected to continue  for  the foreseeable future.

Economic Base

The  Twin Cities economy, like most major metropolitan areas, began as a
manufacturing center.  However, today the Twin Cities' economic base is less
dependent on the manufacturing sector,  and is  distributed among many industry
groups.  Table C summarizes the  diversity  of employment for the eleven county
Twin  Cities metropolitan area as of 1995.



                                    TABLE C
                   Nonagricultural Wage and Salary Employment
                   Eleven County Area:  1994 Annual Averages

Industry Group       1993     % of Total           1994     % Change 1993-94

Manufacturing     270,200          18.0%        265,500                +1.8%
Construction       51,800           3.4%         49,000                +5.7%
TCU*               82,800           5.5%         78,500                +4.5%
Trade             356,800          23.7%        343,400                +3.9%
FIRE              111,000           7.4%        107,100                +3.6%
Services          423,100          28.2%        405,600                +4.3%
Government        207,900          13.8%        201,200                +3.3%
   Total        1,502,800           100%      1,450,300                +3.6%

*  Transportation, Communications & Utilities
Source:  WEFA


Manufacturing employment in the Twin Cities has experienced a decline, reducing
its share of the market from 23 percent in 1980 to   18   percent  in  1994.
The  greatest  improvements   were predictably in the services and trade
industries which, combined, employed 51.9 percent of the labor market in 1994.

Manufacturing had been the Twin Cities' major employer up  to the  early
1980's,  when employment in  the  trade  and  service industries   matched that
of  manufacturing,  and  subsequently surpassed  it.   The  Twin  Cities'
service  industries  produced substantial  growth in employment from 1980 to
1994.   Employment growth  during  this  time period generated 184,150  new
service jobs.  The most recent addition to the Twin Cities service sector is
the  4.2  million  square foot Mall  of  America  located  in Bloomington,
Minnesota.
    
This  $625  million retail/entertainment complex has  created 11,000  new
permanent  jobs  and has substantially  boosted  the tourism  and service
industries.  According to reports  published in the Twin Cities Star Tribune,
35.0 to 40.0 million visits were made  to  the Mall of America during its first
year of operation. During  the  forecast  period from  1994  to  2000,  the
service industry in the Twin Cities is expected to continue to lead other
employment sectors.
    
The  financial service sector is one of the growth  prospects in  Minneapolis.
After suffering financial difficulties  during the  early 1980's, Norwest
Corporation, for example, one  of  the region's   largest   banking companies,
has   broadened   and strengthened its portfolio.  Norwest is now one of the
strongest banking corporations in the Midwest, continuing to expand through the
purchase of regional banks.
    
With over 1,300 technology intensive firms, this metropolitan area  has  one of
the largest concentrations of high  technology businesses in the nation.  It is
the nation's largest producer of main   frame  computers  and  related
equipment.   Despite   the prominence of this sector, high tech industries in
Minnesota,  in general, have suffered in recent years.
    
The  computer has not been solely responsible for job  losses in  the
manufacturing industries, defense related  manufacturing has  also  had an
effect on the local economy.  While Minnesota's expenditures  have historically
ranked high for  defense  related manufacturing,  and research and development,
governmental  cuts have had an impact on this area of the local economy.
    
In the Twin Cities area, health services are projected to add nearly  2,000
jobs annually through 1996, while  companies  that provide  services to other
businesses will add another 3,000  new jobs  each  year to the local employment
base.  The  Twin  Cities will  remain a center for professional sports, the
arts and other forms  of recreation and cultural activities, providing new jobs
in these fields.  A number of Native American tribal casinos have been
constructed  in both the metropolitan  area  and  statewide since  1989.
Employment  in  this  part  of  the  entertainment industry has expanded
rapidly since 1989, and is expected to be a continued   source  of  new
employment  opportunities   in   the foreseeable future.
    
Seventeen  Fortune 500 industrial firms are headquartered  in the  metropolitan
area in 1994.  Some of  the  nation's  largest service   firms   and   private
firms  are   also   located   in Minneapolis/St. Paul.  The presence of these
firms  is  generally indicative  of  the  strength of the local  support
network  and outlook for the business client.

Unemployment

The region's unemployment rate, according to the Metropolitan Council,  has
historically outperformed the state  and  national rates   For 1995, the
region's unemployment rate was reported  at 2.7  percent,  well below the U.S.
average rate of  5.5  percent. The  selected  average annual unemployment rates
for  the  seven- county metropolitan area are summarized below in Table D.



                                    TABLE D

                   Selected Average Annual Unemployment Rate
                   Seven County Twin Cities Metropolitan Area

                Year                    TCMA                    U.S.
                1982                    4.2%                    6.4%
                1986                    3.4%                    7.2%
                1988                    4.1%                    8.1%
                1989                    4.1%                    5.4%
                1990                    4.0%                    5.5%
                1991                    4.4%                    6.7%
                1992                    4.4%                    7.4%
                1993                    4.2%                    6.8%
                1994                    3.3%                    5.6%
                1995                    2.7%                    5.5%

Source:   Minnesota Dept. of Economic Security


Income

Greater  Minneapolis-St. Paul's residents are  slightly  more affluent  than
those of the Minnesota.  The  MSA's  1994  median household  Effective Buying
Income (EBI) of $44,377  ranked  29th among  the  nation's largest 316
metropolitan statistical  areas, according  to  Sales and Marketing
Management's  1995  Survey  of Buying  Power.  The median EBI for the top 316
MSAs in  1994  was $39,443.   For the State of Minnesota, the comparable number
was $38,076.
    
The  distribution of incomes over the last four years in  the Minneapolis-St.
Paul  metropolitan area is  illustrated  on  the following page.


                Minneapolis-St.Paul MSA Median Household Income
                                   1989-1994


Year            $10,000 to      $20,000 to      $35,000 to      $50,000 and
                   $19,999         $34,999         $46,999             Over
1989                 17.1%           25.5%           21.3%            24.3%
1990                 16.4%           24.6%           21.4%            26.5%
1991                 13.4%           24.2%           23.1%            31.0%
1992                 12.7%           22.7%           22.5%            34.2%
1993                 12.0%           20.9%           21.8%            37.9%
1994                 11.0%           19.4%           20.6%            42.3%

Source: Sales and Marketing Management's Survey of Buying Power, 1990-1995


As can be seen from the chart above, the number of households with  an EBI over
$50,000 per year has increased since 1989 while the  number  of households with
EBIs between $10,000 and  $20,000 has decreased during the same time period.
This growth trend  is forecasted to continue.
    
According  to Equifax National Decision Systems  (ENDS),  the MSA  is decidedly
more affluent than the state as a whole  as  is shown below.  All data is
through 1995

                                       Minneapolis MSA      State of Minnesota
      Average Hosehold Income                  $55,212                 $46,744
      Median Household Income                  $43,571                 $35,657
      Per Capita Income                        $21,834                 $18,579



Culture and Education

Minnesota  has  developed  excellent  primary  and  secondary educational
systems  which rank among the  nation's  highest  in percent  of graduating
high school seniors.  Minnesota  also  has consistently been in the top ten
states in percent of  population with  college  degrees.   There  are
twenty-five  colleges   and universities in the Twin Cities Metropolitan Area,
including  the University  of  Minnesota with about 45,000 full  time students.
About  39  percent  of  the Minnesota  tax  dollar  is  spent  on educational
support.
    
Cultural  facilities  include  several  dozen  theaters,  the famous  Tyrone
Gutherie  Theater,  a  science  museum,  two  art museums,  the  well  known
Minnesota Symphony Orchestra  and  the Ordway Music Theater.

Conclusion
The Minneapolis-St. Paul metropolitan area remains  a  vital place  of
business. The outlook for the  Minneapolis-St.  Paul metropolitan  area is
generally positive.  While  population  has increased  over  the past decade,
the projection figures  reflect additional  gains  over the next five years  at
reasonably  good levels.  In addition, continued gains in median household
income and  a diversified economy support the relative stability of  the area.
Disposal personal income has grown by 4.9 annually  since 1985  which  has been
in excess of the inflation rate.   Overall, employment levels have been
improving and the area enjoys  a  low cost of living.  The diversified
employment base has enabled  the greater  Minneapolis-St.  Paul area to remain
competitive  on  a national level.
    
As  we foresee a modest short term economic growth condition, it   is   our
opinion  that  the  long-term  prospect  for   net appreciation  in  commercial
and residential real  estate  values remains good.  Minneapolis-St. Paul should
be able to sustain and continue  growth in the future while remaining desirable
to  the major industries and maintaining a strong labor force.



                             NEIGHBORHOOD ANALYSIS
                           ------------------------


Brookdale   Center  is  located  immediately  east   of   the intersection  of
County  Road 10 and Brooklyn  Boulevard  (Route 152),  adjacent  to  State
Highway 100,  and  about  five  miles northwest of the Minneapolis Central
Business District.  There is intensive  retail  development along  County  Road
10,  Brooklyn Boulevard,  Xerxes Avenue, and Shingle Creek Parkway,  which  are
the major streets in this area.  The surrounding neighborhood  is predominantly
single-family  residential  in  character.    The primary  growth period of
this area occurred prior to  1970.   On balance,  Brooklyn  Center  is  a
mature,  relatively  attractive community.  While many of its residents are
employed in  downtown Minneapolis  and its environs, Brooklyn Center is  an
employment center in its own right.
    
Brookdale  Center  is bounded by State  Highway  100  to  the southeast,   a
four-lane,  limited  access  thoroughfare   with interchanges  at  County Road
10 and Brooklyn Boulevard.   Beyond State Highway 100, there lies a residential
area.  Directly north of  the subject, across County Road 10, are commercial
properties including bank branch offices, a seven-story multi-tenant  office
building, and automobile dealerships.
    
Directly  west,  across Xerxes Avenue, are several  community and  neighborhood
centers including Brookdale Square,  Brookview Plaza and Brookdale Court. There
are also numerous free-standing "big  box"  retailers  in  the  neighborhood.
New  construction includes Circuit City which took over the former Children's
Place and Office Depot which opened in December 1994.
    
Access  to  Brooklyn Center is excellent.  It is adjacent  to Highway  100,  a
limited  access freeway  with  interchanges  at Brooklyn  Boulevard  and  Route
10.  Highway  100  connects  with Interstate  94/694 one mile northeast, a
major  east/west  route. Brooklyn Boulevard is a major four-lane thoroughfare
located only one-fourth mile west of Brooklyn Center.  Xerxes Avenue is a four-
lane  street that serves as a perimeter roadway for the  mall  as well  as
providing secondary access for the commercial properties along  the east side
of Brooklyn Boulevard.  Route 10 (also known as  Bass  Lake  Road  and 57th
Avenue) is a four-lane,  east/west thoroughfare.   There are two access
driveways each  from  Xerxes Avenue  and  Route  10; those on Xerxes are stop
sign-controlled; those on Route 10 are traffic-signal controlled.
    
We are advised that negative press as of late citing changing demographics,
deterioration of the  immediate  area  and  safety issues has impacted
consumer's perception of the subject and  its environs.  Nonetheless, our
observations indicate that there  has been some new construction and investment
in the market.  We  are advised that residential values have been relatively
stable.  Our demographic  survey shows that the primary market  area  for  the
subject  is  expected to see moderate population,  household  and income
growth.   As such, we remain cautiously optimistic  about the outlook for the
immediate area.



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

Trade Area Analysis
Overview

A  retail center's trade area contains people who are  likely to  patronize
that particular retail center.  These customers are drawn  by  a  given class
of goods and services from a particular tenant mix.  A center's fundamental
drawing power comes from  the strength of the anchor tenants as well as the
regional and  local tenants  which complement and support the anchors.  A
successful combination of these elements creates a destination for customers
seeking  a  variety  of  goods and services  while  enjoying  the comfort and
convenience of an integrated shopping environment.
    
In  order to define and analyze the market potential for  the Brookdale Center,
it  is  important  to  first  establish   the boundaries of the trade area from
which the subject will draw its customers.   In  some  cases, defining  the
trade  area  may  be complicated by the existence of other retail facilities on
main thoroughfares within trade areas that are not clearly defined  or whose
trade  areas  overlap  with  that  of  the  subject.   The subject's  potential
trade area partially  overlaps  with  other retail   facilities   along  major
retail  thoroughfares.    The subject's  potential  trade  area  partially
overlaps  with  its principal  competitors, Rosedale, Ridgedale, and Northtown.
The subject's  capture  rate of area expenditure  potential  is  also
influenced  to  a  lesser  extent by other  regional  and  super- regional
centers in the Minneapolis MSA such as Mall of America.
    
Finally,  there are several large strip centers  anchored  by discount
department and specialty stores in the  market.   While some  cross-shopping
does occur, these stores act more as a  draw to  the  area,  creating  an image
for  the  area  as  a  prime destination shopping district and generating more
retail  traffic than  would exist in their absence.  Nonetheless, we do
recognize and  mention  these  centers to the extent that  they  provide  a
complete understanding of the area's retail structure.

Scope of Trade Area

Traditionally,  a  retail  center's  sales  are   principally generated  from
within its primary trade area, which is typically within  reasonably  close
geographic  proximity  to  the  center itself.  Generally, between 55 and 65
percent of a center's sales are generated within its primary trade area.  The
secondary trade area  generally refers to more outlying areas which provide
less frequent customers to the center.  Residents within the secondary trade
area  would be more likely to shop closer to home  due  to time  and travel
constraints.  Typically, an additional 20 to  25 percent  of  a center's sales
will be generated from  within  the secondary area.  The tertiary or peripheral
trade area refers  to more  distant areas from which occasional customers to
the  mall reside.   These  residents  may be  drawn  to  the  center  by  a
particular service or store which is not found locally.  Industry experience
shows that between 10 and 15 percent  of  a  center's sales  are  derived from
customers residing outside of the  trade area.  This potential is commonly
referred to as inflow.
    
In  areas  that  are  benefited by  an  excellent  interstate highway  system
such as the Minneapolis MSA, the  percentage  of sales  generated by inflow
patrons can often run  upwards  to  25 percent or higher.
    
Once  the trade area is defined, the area's demographics  and economic profile
can be analyzed.  This will provide key  insight into  the  area's  dynamics as
it relates to  the  subject.   The sources  of  economic  and demographic data
for  the  trade  are analysis  are  as  follows:   Equifax National  Decision
Systems (ENDS),  Sales and Marketing Management's Survey of Buying  Power
1985-1994,  The  Urban  Land Institute's  Dollars  and  Cents  of Shopping
Centers  (1995),  CACI,  The  Sourcebook   of   County Demographics,  and The
Census of Retail Trade -  1992.   We  have also  been  provided with a specific
retail study of  the  mall's trade  area and remerchandising recommendations by
General Growth Research,  which has relied upon shopper surveys  and department
store receipts in determining the extent of the mall's draw.
    
Before the trade area can be defined, it is necessary that we thoroughly review
the retail market and the competitive structure of  the  general marketplace,
with consideration given as to  the subject's position.

Existing Competition

By  virtue of its location, Brookdale Center has historically served  the near
- - northwest suburbs of Minneapolis.  The  growth of  development has been, and
continues to be in a  northwesterly direction emanating from the Central
Business District.
    
The  expansion of the suburban malls to the north,  northwest and west have
been in direct response to the nature of population migration patterns.  The
subject's principal competitors are seen in  the  Northtown Mall at Highway 10
and University Avenue;  the Ridgedale  Shopping  Center at Highway 12 and
Plymouth  Road  in Minnetonka  and  Rosedale  Shopping  Center  at  Highway  36
and Fairview  in Roseville.  These three centers have been identified through
customer surveys as well as management personnel as being the  most directly
competitive.  Ridgedale was cited in the  1994 Customer   Intercept   Study  as
being   Brookdale's   strongest competitor.   The  study  shows  they  capture
27   percent   of Brookdale's customers and 8 percent of their dollars.
    
Table 1, shown below, identifies the various regional centers
found within the general area that compete most directly with the
subject.


                                    Table 1
                Principal Competitive Regional Shopping Centers


                                                                      Distance
     Property       Developer/  Location   Year      GLA    Anchors     From
                       Owner               Built   (sq.ft.)            Subject

  Northtown Mall      Angeles    Blaine,    1972   800,000   Carson     8-10
   Highway 10 &        Corp.       MN                     Pirie Scott   miles
University Avenue                                    0       Kohl's     north
                                                          Montgomery   15+/-min.
                                                        Ward Woolworth

Ridgedale Shopping   Ridgedale  Minnetonka, 1975  1,042,100 Carson     10 miles
     Center           Joint         MN                    Pirie Scott southwest
  Highway 12 &       Venture                               Dayton's    15+min.
 Plymouth Road                                            JC Penney
                                                            Sears

Rosedale Shopping  Equitable  Roseville,    1969  1,400,000 Carson     10 miles
      Center         Real        MN                       Pirie Scott    east
   Highway 36 &     Estate                                 Dayton's    15+/-min.
     Fairview     Investment                              JC Penney
                   Managers                               Montgomery
                                                             Ward


The  chart  above  summarizes the subject's  three  principal competitors.   In
addition to the above, we should  discuss  the threat  of  new  competition.
Both  Rouse  and  General  Growth (formerly  Homart) have announced potential
sites in Maple  Grove for a regional center within 7 to 10 miles from Brookdale
Center. Homart's  parcel is part of a 2,000+/- acre master plan development at
the  northwest quadrant of Interstate 94 and Route 169.   The Rouse parcel is a
100 acre site at the intersection of Interstate 94  and the planned highway
610.  This site is owned by the Osseo Area  school district and is adjacent
from two existing  schools. Obviously,  either one of these sites would have to
overcome  a number of hurdles in order to proceed.
    
Speculation  has it that a number of department stores  could serve  as anchors
including JC Penney, Sears, Montgomery  Ward, Macy's, Nordstrom and Dayton's.
Should Dayton's decide to locate at the Homart site, it would likely close the
Brookdale store due to the distance (7 miles) from the center.
    
At  this early juncture, it is difficult to assess the impact of  either
project.  Should one be approved, it will  likely  be three  to  five  years
before it comes on  line.   It  is  clear, however, that the subject will need
to be renovated at some point in order to maintain its current market position.

Trade Area Definition

Brookdale  is  located  in Brooklyn  Center  in  the  central portion of the
Minneapolis MSA approximately 5 miles northwest of the  Minneapolis Central
Business District.  This location  makes it  one  of  the  more  accessible
retail  locations  within  the Minneapolis MSA.  The advantage of interstate
proximity  has  the effect  of expanding the mall's trade area by virtue of
reducing travel time for residents in more distant locations.
    
As  discussed  in  the  previous section,  the  location  and accessibility of
competing centers also has direct bearing on the formation   and  make-up  of a
mall's  trade  area.   Principal competition  is seen in Northtown, Ridgedale
Center and  Rosedale Center.   The  renovation  of  the  latter  center  has
strongly positioned it in its market and has drawn a larger percentage  of the
subject's  shoppers over the past year.  Ridgedale  is  most closely  aligned
with the subject from a merchandising standpoint and  Northtown  has probably
slipped in its competitive  standing over the past year.
    
The downtown Central Business District is probably less of  a factor  than  it
was,  although it has  been,  and  will  always continue  to be, more of a
force in serving the downtown  Central Business District's workforce.
    
The Mall of America, to some extent, impacts Brookdale Center by drawing
certain weekend shoppers away from the subject.  While we  expect  that there
will continue to be some shakeout  at  the subject,  particularly  as  tenants
close  marginally  profitable stores  and  consolidate, we feel that the long
term  outlook  is positive  for the subject.  Most of its patrons come to the
mall for  its convenience, as evidenced by the size and depth  of  its primary
market.  The convenience factor was cited  in  the  1994 Intercept  Study as
being important to the typical  shopper.   We don't expect that significant
changes will occur in terms of  the shopping patterns of these groups. Finally,
we believe  that  it is important to note that key community centers and
free-standing "category  killers"  represent a strong  force  in  the  market's
competitive   environment.    However,   their   primary   stores (groceries,
drugs,  home  improvement  and   discounters)   are different  from those which
comprise Brookdale Center.  Certainly there  is a place for both in most retail
environments, including the  Shingle  Creek  Road  and  general  Brookdale
Center  area. Collectively, they balance out the retail infill  and  act  as  a
traffic  generator  that  increases  the  area's  status   as   a destination
retail hub.
    
To   summarize,  the  foundation  of  our  analysis  in   the delineation  of
trade area of Brookdale Center may be  summarized as follows:

    1.  Highway accessibility including area traffic patterns, geographical
        constraints and nodes of residential development.

    2.  The position and nature of the area retail structure including
        the location of destination retail centers and the strength and
        composition of the retail infill.

    3.  The size, anchor tenancy and merchandising composition of the mall
        tenants, both as existing and as proposed.

Ownership  has  provided us with a survey by  General  Growth Research which
has identified shopping patterns based upon origin by  zip  codes.   We have
analyzed this data and find  it  to  be reasonable  based  upon  our
examination  of  the  area's  retail structure.  The report cites that the
primary trade area contains 80 percent of the mall's shoppers.
    
The  zip  codes and corresponding communities that  form  the basis  for  this
analysis are provided on  the  following  page. Throughout the text, we will
discuss the components of the  trade area   (primary  and  secondary)  along
with  their   individual characteristics.  Often we will refer to the total
trade area  by the collective term "trade area".
    
In  essence,  the total trade area encompasses the  following communities:


                                Brookdale Center
                              -------------------
              Primary                                   Secondary
            ----------                                ------------
     Zip Code           Community              Zip Code            Community

      55429*           Minneapolis               55449            Minneapolis
      55443*           Minneapolis               55418            Minneapolis
      55430*           Minneapolis               55448            Minneapolis
      55369*              Osseo                  55434            Minneapolis
      55428*           Minneapolis               55413            Minneapolis
      55412*           Minneapolis
      55422            Minneapolis
      55444*           Minneapolis
      55411            Minneapolis
      55445            Minneapolis
      55316             Champlin
      55442            Minneapolis
      55311               Osseo
      55374*             Rogers
      55432            Minneapolis
      55303            Minneapolis
      55433            Minneapolis
      55427            Minneapolis
      55330             Elk River
      55421            Minneapolis
      55441            Minneapolis
      55327              Dayton

* Most effective markets

Source: General Growth Research


             TABLE ILLUSTRATING DEMOGRAPHIC STATISTICS IN BROOKDALE
           MALL'S TRADE AREA, MINNEAPOLIS MSA AND STATE OF MINNESOTA

Population

Once  the market area has been established, the focus of  our analysis  centers
on the trade area's population.  ENDS  provides historic,  current  and
forecasted population estimates  for  the total  trade area.  Patterns of
development density and migration are reflected in the current levels of
population estimates.  The report provided on the facing page utilizes the
statistics on the basis of the total trade area (primary and secondary) citing
the communities as segregated by zip code which are identified in the Addenda.
In the Addenda, we have provided detailed profiles  of both the primary and
secondary components.
    
Between  1980  and  1995, ENDS reports  that  the  population within  the total
trade area increased by 112,764  residents  to 589,608  reflecting a 23.65
percent increase or 1.43 percent  per annum.   Through 2000, the trade area is
expected to continue  to increase  to  619,379 residents which is equal to  an
additional 5.05 percent increase or 0.99 percent per annum.
    
Further analysis shows that the primary trade area contains a range  of
relatively slow growth immediately around the  mall  as well  as  communities
to the south and southeast,  to  areas  of moderate  and  high  growth in the
north  and  west.   Population patterns  show  these  specific  areas  which
ownership   should aggressively  target  in  its  promotion  of  the   mall.
Both historical and projected population growth in both components  of the
trade area coincide with past and projected growth  for  the MSA of 1.43
percent and 1.04 percent per annum for the respective periods of 1980 through
1995 and 1995 through 2000.
    
Provided on the following page is a graphic representation of the  population
change forecasted for the trade area.  Note  that communities  forecasted to
have the most significant  growth  are found to the north and west.

Households

A  household  consists of all the people occupying  a  single housing  unit.
While individual members of a household  purchase goods  and  services, these
purchases actually reflect  household needs  and decisions.  Thus, the
household is a critical unit  to be  considered when reviewing market data and
forming conclusions about the trade area as it impacts the retail center.
    
National  trends indicate that the number of  households  are increasing  at  a
faster rate than the growth of the  population. Several noticeable changes in
the way households are being formed have caused the acceleration in this
growth, specifically:

    -   The population in general is living longer on average.  This results
        in an increase of single and two person households.
    -   The divorce rate increased dramatically during the 1980s, again
        resulting in an increase in single person households.
    -   Many individuals have postponed marriage, thus also resulting in
        more single person households.

According  to  ENDS,  the  total  trade  area  gained  57,402 households
between 1980 and 1995, an increase of 34.68 percent or 1.98  per  annum.
Between 1995 and 2000 the area is expected  to grow, but at a slower pace of
1.51 percent per year.  We see that the  secondary area is growing slightly
faster than  the  primary market area.  Consistent with the national trend, the
trade  area is experiencing household growth at rates in excess of population
changes   primarily   due   to  the  factors   mentioned   above.
Correspondingly,  a  greater number of  smaller  households  with fewer
children generally indicates more disposable  income.   In 1980,  there  were
2.88 persons per household in the total  trade area and by 1995, it is
estimated to have decreased to 2.64.

         MAP ILLUSTRATING PROJECTED POPULATION GROWTH FROM 1995 - 2000
                        IN BROOKDALE CENTER'S TRADE AREA

Trade Area Income

One  of the most significant statistics for retailers is  the trade  area's
income potential.  Income levels, either on  a  per capita,  per  family, or
household basis, indicate  the  economic level  of  the residents of the market
area and form an important component  of  this  total  analysis.   More
directly,   average household income, when combined with the number of
households, is a  major  determinant of an area's retail sales  potential. The
trade  area  income figures support the profile of a  broad-based middle income
market.   According to  ENDS,  average  household income within the primary
trade area is approximately $52,716.
    
A comparison to the Minneapolis MSA is shown below:

                      Average Household Income Comparison

                                Primary         Total         Minneapolis
                                  Area          Area             MSA

Average Hosehold Income         $52,716       $51,753          $55,212

Median Household Income         $43,712       $43,294          $43,571

Per Capita Income               $20,063       $19,787          $21,834

Source:  Equifax Marketing Decision Systems


The  subject's  trade  area  is shown  to  be  slightly  less affluent than the
MSA as a whole.  However, areas directly to the west  and  the northwest of the
subject are shown to be  affluent suburbs  of the MSA.  Provided on the
following page is a graphic presentation   of  the  average  household  income
distribution throughout  the  trade  area.  As can be  seen,  the  subject  is
adjacent to some of the higher income areas.

Retail Sales

Another  significant  statistic for retailers  is  the  total retail  sales
expended in a given area.  According to  Sales  and Marketing  Management,
retail sales in the Minneapolis  MSA  have grown  at a compound annual rate of
5.7 percent between 1985  and 1994.   This was greater than the State of
Minnesota's  composite growth over the same period of 5.0 percent.


                                  Retail Sales

                         State of            Minnesota/           Hennepin
   Year                 Minnesota             St. Paul             County
                                                MSA
   1985                $27,241,195          $16,187,101          $8,255,326
   1986                $28,044,123          $16,837,510          $8,689,408
   1987                $28,903,224          $17,640,652          $9,184,604
   1988                $31,320,221          $19,092,209          $9,739,271
   1989                $32,208,001          $19,998,198          $9,784,828
   1990                $33,314,988          $20,446,928         $10,005,141
   1991                $35,159,987          $21,358,004         $10,349,106
   1992                $35,685,984          $21,919,344         $10,332,167
   1993                $39,582,998          $24,336,416         $11,555,647
   1994                $42,137,001          $26,742,318         $12,945,510

Compound Annual           +5.0%                +5.7%               +5.1%
Growth 1985-94

Source:  Sales & Marketing Management Survey of Buying Power (1986-1995).

                 MAP ILLUSTRATING 1995 AVERAGE HOUSEHOLD INCOME
                        IN BROOKDALE CENTER'S TRADE AREA
                                       
As can be seen, retail sales in Hennepin County have grown at rates  below  the
MSA and consistent with State  levels  with  a compound annual change of 5.1
percent since 1985.
    
While  retail  sales trends within the MSA  and  region  lend insight into the
underlying economic aspects of the market, it is the subject's sales history
and potential that is most germane to our analysis.
    
Management  has  provided us with historical  sales  for  the subject.   The
sales trends for the specialty stores in the  mall are shown in the following
table.


                                Brookdale Center
                              Retail Sales Trends
                                Specialty Stores

                                                  Comparison
   Year             Sales     Reporting GLA*     Unit Rate (SF)     Change *
                 (Millions)
   1986           $  44.1          171,600          $257.00              -
   1987           $  46.1          177,240          $260.10          + 1.2%
   1988           $  49.1          184,400          $266.30          + 2.4%
   1989           $  54.3          191,200          $284.00          + 6.6%
   1990           $  55.1          193,130          $285.30          +   .5%
   1991           $  53.1          187,900          $282.60          -   .9%
   1992           $  50.3          190,260          $280.04          -   .9%
   1993           $  41.7          152,340          $273.73          -  2.2%
   1994           $ 38.03          143,028          $265.91          -  2.9%
   1995           $ 35.96          142,584          $252.20          -  5.2%

 Compound Annual                                                     - 1.83%
  Change 1986-95

* Change reported is for unit rate performance.

Source: General Growth Company

The  data above shows that mall shop sales have continued  to fall  since 1990.
December 1995 sales for tenants open  for  the past thirteen months were
$35,959,700, equivalent to $252.00  per square  foot.   This  was down nearly
11.6 percent  in  terms  of aggregate dollars and 5.2 percent on a reporting
unit rate basis. The decline was largely contributed to the renovation that was
in process  within the Mervyn's Throat area as well as a  change  in consumer
perception  of the mall related to  safety  issues  and loitering teenagers.
    
By  comparison, the Urban  Land Institute's Dollars and Cents of  Shopping
Centers (1995) reports national and regional  sales averages   for   regional
and  super-regional  shopping   malls. Nationally, average sales at
super-regional centers were reported at  $203.09 per square foot in 1994, down
1.4 percent from  1993. For  regional  malls, average sales are reported to  be
$176.16, virtually even from 1993.  A comparison of national and  regional
figures is shown on the following chart.
    

                        Regional/Super-Regional Centers

      Area            Average         Median          Lower          Upper
                                      Decile         Decile
  United States       $176.16/       $163.54/       $125.88/       $285.40/
                      $203.09        $198.93        $140.46        $305.23

   East               $204.96/       $183.05/       $126.07/       $323.74/
                      $220.64        $183.81        $130.46        $379.81

   West               $188.63/       $167.46/       $124.00/       $264.89/
                      $190.51        $187.64        $143.01        $258.68

  South               $156.27/       $154.18/       $129.63/       $195.24/
                      $210.30        $207.99        $145.75        $293.70

 Midwest              $178.99/       $179.24/       $125.50/       $290.57/
                      $195.03        $192.42        $148.18        $261.09

Source:   Urban Land Institute Dollars and Cents of Shopping Centers (1995)
    
    
As  a  regional mall in the midwest, the subject's 1995 sales performance of
$252 per square foot can be compared to its  peers as shown below.
    
                                Average              Subject

   United States                $203.09                $252

     Midwest                    $195.03                $252
    
    
As  can  be  seen,  the  subject is  outperforming  both  its national  peer
group and regional centers on average in terms  of sales productivity.
    
Department Store Sales

The Urban Land Institute also tracks sales for owned and non- owned  department
stores.  ULI reports  that  median  sales  per square foot for non-owned
department stores (national chains)  is $186 with the top 10 percent hitting
the $315 mark.  Owned stores report  a median of $128 per square foot with the
top 10  percent at $217.
    
General Growth reports that overall department store sales at Brookdale Center
for 1994 were approximately $142,328,700  (store by store comparisons for all
department stores were not available at  this  writing).   This suggests a .87
percent  increase  over $141,100,000 in 1993.  On a per square foot basis, the
department store average was $194.52 per square foot in 1994 and $191.74  in
1993.
    
We  have been provided with 1994 sales information for Kohl's and JC Penney.
The mall manager, has estimated the sales for the remaining majors.


                            1994 Anchor Store Sales


   Store        Area(SF)       Sales         Unit Rate        Change from 1993
 JC Penney      140,320     $28,073,400       $200.07               -3.10%

  Kohl's         75,000     $17,355,300       $231.40               +9.60%

 Dayton's       195,368     $45,000,000*      $230.33                 Flat

  Sears         180,669     $35,200,000*      $194.83               + .57%

Carson/Mervyn's 140,336     $16,700,000       $119.00               +1.18%

  Total         731,709    $142,328,700       $194.52               + .87%


Approximate amount - non-reporting store

Sales  for  the  department stores were mixed  in  1994.   JC Penney's  sales
down 3.1 percent to $28,073,400 or  approximately $200  per  square  foot.
Kohl's saw the  most dramatic  increase with a sales jump of nearly 10 percent.
At $231 per square foot, they  were  the most productive store last year on  a
unit  rate basis.
    
General  Growth  Management has supplied estimates  only  for Dayton's,  Sears,
and Carson's.  At $45.0 million,  Dayton's  is clearly  the highest grossing
anchor at the mall.  Sales in  1994 were  estimated  to  be  flat.  Sears  and
Carson's  saw  modest increases   of   .57  percent  and  1.18  percent,
respectively. Overall,   the   department  store  sales   were   estimated   at
$142,328,700, up .87 percent over 1993.
    
November  1995  sales have been provided for  JC  Penney  and Kohl's.   For
year-to-date  1995,  Kohl's  sales  were  tracking approximately 5 percent
above 1994, and sales at JC  Penney  were down 5 percent from the same period
the prior year.  According to the  mall  manager, Ron Thomas, sales at Sears
and Dayton's  have remained consistent with 1994 sales.  The new Mervyn's store
has reportedly  had  a slow start at the mall.  The manager  believes sales at
Mervyn's are below the former Carson Pirie Scott store.

Summary

Within   the   shopping  center  industry,  a  trend   toward specialization
has evolved so as to maximize  sales  per  square foot  by  deliberately
meeting customer preferences  rather  than being  all  things  to all people.
This market  segmentation  is implemented  through the merchandising of the
anchor  stores  and the tenant mix of the mall stores.  The subject property
reflects this  trend toward market segmentation.  A review of the existing as
well  as  the proposed tenant mix shows that it  has  clearly positioned itself
at the broad middle of the market.

Conclusion

We  have analyzed the retail trade history and profile of the Minneapolis MSA
and in order to make reasonable assumptions as to the continued performance of
the subject's trade area.
    
A  metropolitan  and locational overview was presented  which highlighted
important points about the study area and demographic and economic data
specific to the trade area were presented.  The trade  area  profile  discussed
encompassed  a  zip  code  based analysis that was established based upon a
thorough study of  the competitive retail structure.  Marketing information
relating  to these  sectors was presented and analyzed in order  to  determine
patterns  of  change and growth as it impacts  Brookdale  Center. Next  we
discussed the subject's retail sales history along  with its forecasted
performance over the near term.  The given data is useful in giving
quantitative dimensions of the total trade area, while our comments serve to
provide qualitative insight into this market.   A compilation of this data
provides the basis  for  our projections  and  forecasts particular to the
subject  property. The following summarizes our key conclusions.

    -   The subject is benefited by its location in one of the Country's
        largest metropolitan areas.  Within this component of the MSA, the
        subject is the dominant destination retail center for a primary trade
        area of nearly 480,000.  It is also well positioned to serve the
        population base which is expected to see continued increases.

    -   The MSA has excellent inter and intra-regional accessibility.
        The subject is benefited by excellent regional accessibility being
        located approximately one mile from Interstate 94/694.

    -   The  subject offers  a  diverse merchandising mix with a modest
        allocation of regional and national tenants.  These merchants have the
        benefit of stronger advertising budgets and are more familiar to
        shoppers which typically results in higher sales levels.  Furthermore,
        the existing anchor mix has been proven to work in the Minneapolis
        marketplace by virtue of their duplication found in many area malls.

    -   Brookdale is attracting an older, middle to lower income shopper.
        These customers reflect national trends of making fewer shopping trips
        and spending less time at the mall per trip.

    -   While the basic demographics appear to be healthy, the subject's
        physical plant is somewhat dated and in need of upgrading.  There also
        exists a level of uncertainty with respect to the long term effect of
        the two proposed malls in Maple Grove and the expansions/renovations
        at other area malls. To the extent that Brookdale continues its
        efforts of remerchandising and renovation, we expect that it will
        remain one of the area's competitive centers.

    -   Concerns at the mall include high occupancy costs, increasing vacancy
        and declining sales.  In addition, through its first six months of
        operations, the new Mervyn's department store has not had the positive
        material difference on the mall that was expected.


In conclusion, 1995 was a troublesome year for retail in general with Brookdale
Center being particularly affected.  Management needs to make some hard
decisions about its future merchandising philosoply.  Quite obviously, the
prospect of new competition is of concern.  Efforts need to be made to get
Dayton's to extend its operating covenant.  In addition, Sears and Mervyn's
operating agreements expire in 1999 so efforts to extend them should begin
shortly.


                              THE SUBJECT PROPERTY
                            ------------------------

The Brookdale Center Mall contains a gross occupancy area  of 939,4869  square
feet  including five  anchor  tenants.   Anchor tenants  comprise a total of
731,709 square feet. All  own  their own  buildings while two (JC Penney and
Kohl's) lease  the  land. There  is one outparcel tenant (Midas Muffler) which
totals 8,254 square  feet.  A current leasing plan is provided on  the  facing
page.
    
Since our previous report, the major changes in the mall have mainly involved
the remodeling of the Sears department store.  At the  beginning  of  1995,
Sears completed the remodeling  of  its entry.   Previously, access to the
store was gained  through  the west mall portion of the center.  After the
remodel, the entry to Sears  now  faces  the  central  mall  area.   This
change   has diminished  foot  traffic through the  west  mall  area  and  has
initially  had  a  negative impact on  the  mall  in  this  area. Tenants
formerly  located within the west mall  such  as  Burger King, Kay Bee Toys,
and Baskin & Robins, vacated their spaces  in 1995.   In order to stop this
trend, management needs to  find  a destination  type tenant for the west mall
which  would  increase foot traffic.  We are not aware of any interested
tenants at this writing.
    
Other changes center around new tenant lease transactions, existing  lease
renewals, and tenants who have been  terminated. As  a result, some remodeling
and renovation of tenant stores has occurred.  Further discussion of these
activities is included  in the Income Approach of this report.
    
During  1996 no major structural changes have been  approved. It  is noted that
the center has several structural problem  such as roof repair, asbestos
removal, and the replacement of the main chiller that will have to be
considered.
    
Ownership  has made some modest efforts to upgrade  the  mall and  improve  its
appearance.  During 1996 a number  of  capital projects  are proposed but as of
this writing, none are approved. Some  of  the  larger projects are summarized
in  the  following table.


                                 Capital Items
  
    Category                       Description                       Budget

 ACM Abatement             Retail Merchandising Units             $  144,000
   Structure          Remove baffless and repaint ceiling         $  110,000
                                  Bump backs                      $   25,000
    Roof        Reroof areas according to IRCA recommendations    $  212,000
 Parking Lot          Chip/seal and replacement according
                              to Zimmer Consultant                $  175,000
                                Lighting Upgrade                  $  600,000
                                    Lot Signs                     $   45,000
                                   Landscaping                    $   20,000
  Systems                     Chiller replacement                 $  325,000
 Energy Conservation      Interior Lighting Retrofit              $   90,000
  Leasing                Five specialty leasing units             $   75,000
 Amenities             New planters, benches, ash/trash           $   75,000
   Code           Upgrades to electrical and physical plant       $   50,000

 Total Capital Items                                              $1,946,000
   Items


          FLOOR PLAN FOR BROOKDALE CENTER, BROOKLYN CENTER, MINNESOTA

We  would  also  note that structurally and mechanically  the improvements
appear to be in average condition.   However,  this type  of analysis is beyond
our expertise and is best made  by  a professional engineer.
    
Occupancy at Brookdale Center is currently 76 percent.   This represents a four
percent decline from a year ago.  The  majority of  this space is within the
previously discussed West Mall area. In  the  spring  of  1995 Carson's was
converted  to  a  Mervyn's department  store.   Management  was  optimistic
about  Mervyn's having a positive impact on the mall.  However, through its
first six  months of operations, the new store has not had the positive
material difference that was expected.
    



                           REAL PROPERTY TAXES AND ASSESSMENTS

The  subject property is assessed by Hennepin County for  the 1995 calendar
year.  The assessed values and tax liabilities  for the property are shown
below.

                                  Tax Schedule


                                                      1995            1995
                                                    Assessed           Tax
Parcel No.                 Description               Value         Liabilities

02-118-21-32-0008           Main Mall             $49,019,700      $3,027,011

02-118-21-31-0055           Main Mall             $ 2,124,600      $  143,443
                             Parking

02-118-21-23-0021           Main Mall             $     3,000      $      193
                             Parking

02-118-21-31-0056            Kohl's               $ 2,753,800      $  185,923
                          (land only)

02-118-21-32-0009          JC Penney              $   737,100      $   47,456
                          (land only)

02-118-21-32-0010          JC Penney              $   147,800      $    9,515
                          (land only)

Total                                                              $3,413,541



Taxes  in  1995 were reported to be approximately  8  percent lower than 1994.
Of the $3,413,541 in tax liability in 1995, the majority or approximately $3.56
million is allocated to the  mall and Kohl's.
    
We  are  advised by management that negotiations with  taxing authorities and a
restructuring of assessments of Hennepin County should  result in a reduction
in tax liability for 1996 of nearly 30  percent.   They  have  budgeted
$2,471,000  for  the  coming calendar  year.   In  view of the property's
declining  financial condition  and the fact that tenants are not able to
support  tax obligations in excess of $15.00 per square foot, we believe  that
it  is  a  reasonable assumption that tax relief will be granted. Thus, we have
reflected the budgeted amount of $2,471,000 in  our first year expense
projection.


                                     ZONING
                                    --------

The subject site is zoned C2, Commercial District by the City of Brooklyn
Center.  According to the ordinance, this district is designed  to  provide for
a large concentration  of  comparison shopping,  office, and service needs for
persons  residing  in  a densely settled suburban area.  This district will
allow  for  an intense use of land to service regional needs and will be
located adjacent to high volume major thoroughfares.
    
We  are  not experts in the interpretation of complex  zoning ordinances  but
the property appears to be a generally conforming use based on our review of
public information.  The determination of  compliance  is  beyond the scope of
a real estate  appraisal. However,   the   City  of  Brooklyn  Center  has
permitted   the construction of the subject to its present configuration.
    
We  know  of  no deed restrictions, private or  public,  that further  limit
the subject property's use.  The research required to  determine whether or not
such restrictions exist, however, is beyond the scope of this appraisal
assignment.  Deed restrictions are a legal matter and only a title examination
by an attorney or title  company  can  usually uncover such restrictive
covenants. Thus,  we  recommend  a  title search to determine  if  any  such
restrictions do exist. HIGHEST AND BEST USE


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

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

    The  reasonably probable and legal use of vacant land  or an  improved
    property,  which  is  physically  possible, appropriately supported,
    financially feasible,  and  that results  in  the  highest value.  The four
    criteria  the highest  and best use must meet are legal permissibility,
    physical possibility, financial feasibility, and  maximum profitability.

We  evaluated  the  site's  highest  and  best  use  both  as currently
improved and as if vacant in our original report.   In both cases, the highest
and best use must meet the aforementioned criteria.   After considering all the
uses which  are  physically possible, legally permissible, financially feasible
and maximally productive,  it  is  our opinion that a concentrated  retail  use
built to its maximum feasible FAR is the highest and best use  of the  mall
site as vacant.  Similarly, we have considered the same criteria with regard to
the highest and best use of the  site  as improved.   After  considering all
pertinent  data,  it  is  our conclusion that the highest and best use of the
site as  improved is  for  its  continued retail/ commercial use.  We believe
that such  a use will yield to ownership the greatest return over  the longest
period of time.


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

Appraisers  typically use three approaches  in  valuing  real property:   The
Cost Approach, the Income Approach and the  Sales Comparison  Approach.  The
type and age of the property  and  the quantity  and  quality  of data effect
the  applicability  in  a specific appraisal situation.
    
The Cost Approach renders an estimate of value based upon the price  of
obtaining  a site and constructing improvements,  both with  equal desirability
and utility as  the  subject  property. Historically,  investors  have not
emphasized  cost  analysis  in purchasing  investment  grade  properties.   The
estimation   of obsolescence for functional and economic conditions  as  well
as depreciation  on  improvements makes this approach  difficult  at best.
Furthermore, the Cost Approach fails to consider the value of  department store
commitments to regional shopping centers and the  difficulty of site assemblage
for such properties.  As such, the  Cost Approach will not be employed in this
analysis  due  to the  fact  that  the  marketplace does not rigidly  trade
leased shopping centers on a cost/value basis.
    
The  Sales  Comparison Approach is based on  an  estimate  of value  derived
from  the comparison of similar  type  properties which  have  recently been
sold.  Through an  analysis  of  these sales,  efforts  are made to discern the
actions  of  buyers  and sellers  active in the marketplace, as well as
establish relative unit  values  upon which to base comparisons with regard  to
the mall.   This  approach has a direct application  to  the  subject property.
Furthermore, this approach has been used  to  develop investment  indices  and
parameters  from  which  to  judge  the reasonableness of our principal
approach, the Income Approach.
    
By  definition, the subject property is considered an income/ investment
property.  Properties of this type  are  historically bought  and  sold  on the
ability to produce economic  benefits, typically  in the form of a yield to the
purchaser on  investment capital.   Therefore,  the  analysis of income
capabilities  are particularly  germane  to  this  property  since  a  prudent
and knowledgeable investor would follow this procedure  in  analyzing its
investment  qualities.  Therefore, the Income  Approach  has been  emphasized
as our primary methodology for this  valuation. This  valuation concludes with
a final estimate of the  subject's market value based upon the total analysis
as presented herein.


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

Methodology

The  Sales Comparison Approach provides an estimate of market value  by
comparing recent sales of similar  properties  in  the surrounding or competing
area to the subject property.   Inherent in  this  approach is the principle of
substitution, which  holds that,  when  a property is replaceable in the
market,  its  value tends  to  be  set at the cost of acquiring an equally
desirable substitute property, assuming that no costly delay is encountered in
making the substitution.
    
By  analyzing  sales that qualify as arms-length transactions between  willing
and  knowledgeable buyers and  sellers,  market value  and  price  trends  can
be identified.   Comparability  in physical,   locational,  and  economic
characteristics   is   an important criterion when comparing sales to the
subject property. The  basic steps involved in the application of this approach
are as follows:

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

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

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

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

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

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


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

Market Overview

The  typical purchaser of properties of the subject's caliber includes  both
foreign and domestic insurance  companies,  large retail  developers,  pension
funds, and  real  estate  investment trusts  (REIT's).   The large capital
requirements  necessary  to participate  in  this  market  and  the  expertise
demanded   to successfully operate an investment of this type, both  limit  the
number  of active participants and, at the same time, expand  the geographic
boundaries  of  the  marketplace  to   include   the international  arena. Due
to the relatively  small  number  of market  participants and the moderate
amount of  quality  product available  in the current marketplace, strong
demand  exists  for the nation's quality retail developments.
    
Most  institutional  grade  retail properties  are  existing, seasoned  centers
with good inflation protection.  These  centers offer  stability  in income and
are strongly  positioned  to  the extent  that  they  are formidable barriers
to  new  competition. They  tend to be characterized as having three to five
department store  anchors, most of which are dominant in the  market.   Mall
shop  sales are at least $300 per square foot and the trade  area offers  good
growth potential in terms of population  and  income levels.   Equally
important are centers which offer  good  upside potential  after  face-lifting,
renovations, or expansion.   With new  construction  down  substantially,
owners  have  accelerated their    renovation   and   remerchandising programs.
Little competition  from over-building is likely in most mature  markets within
which these centers are located.  Environmental  concerns and "no-growth"
mentalities in communities continue to be serious impediments to new retail
developments.

Over  the  past 18 months we have seen real estate investment return to favor
as an important part of many of the institutional investors'   diversified
portfolios.   Banks  are   aggressively competing for business trying to regain
market share they lost to Wall  Street  and the more secure life insurance
companies  have reentered the market.  The re-emergence of real estate
investment trusts  (REITs) has helped to provide liquidity within  the  real
estate   market,   pushing  demand  for  well-tenanted,   quality property,
particularly regional malls.  Currently, REITs are  one of  the most active
segments of the industry and are particularly attractive to institutional
investors due to their liquidity.

The  market for dominant Class A institutional quality  malls is  tight, as
characterized by the limited amount of good quality product available.  It is
the overwhelming consensus that Class A property  would  trade  in the 7.0 to
8.0 percent  capitalization rate  range.   Conversely, there are many second
tier  and  lower quality  malls offered on the market at this time.  With
limited demand  from a much thinner market, cap rates for this  class  of malls
are  felt  to be in the much broader 8.5 to  15.0  percent range.   Reportedly,
there are 50+/- malls on the market currently. Pessimism  about the long term
viability of many of  these  lower quality malls has been fueled by the recent
turmoil in the retail industry.   It  is  felt that the subject fits into  this
latter category.
    
    -  When  analyzing  an  investment opportunity, some of the more
       important "hot buttons" as measured by the recurrence of the responses
       include:

          1.   Occupancy Costs - This " health ratio " measure is of
               fundamental concern today.  Investors like to see
               ratios under 13.0 percent and become quite concerned when they
               exceed 15.0 percent.  This appears to be by far the most
               important issue to an investor today.  Investors are looking
               for long term growth in the cash flow and want to realize this
               growth through real rent increases.  High occupancy costs limit
               the amount of upside through lease rollovers.

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

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

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

          5.   Income Levels - Household incomes of $50,000+ which tends to
               be limited in many cases to top 50 MSA locations.

          6.   Good Access - Interstate access with good visibility and a
               location within or proximate to the growth path of the community.

          7.   Tenant Mix - A complimentary tenant mix is important.  Mall shop
               ratios of 35+/- percent of total GLA are considered average with
               75 to 80 percent allocated to national tenants.  Mall shop sales
               of at least $250 per square foot with a demonstrated positive
               trend in sales is also considered to be important.

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

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

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

Regional Mall Property Sales

Evidence  has  shown that mall property sales  which  include anchor  stores
have lowered the square foot unit prices for  some comparables,  and  have
affected investor  perceptions.   In  our discussions  with major shopping
center owners and investors,  we learned that capitalization rates and
underwriting criteria  have become  more  sensitive  to  the  contemporary
issues  affecting department store anchors.  Traditionally, department stores
have been  an integral component of a successful shopping center  and,
therefore,  of similar investment quality if they were performing
satisfactorily.
    
During  the  1980's a number of acquisitions,  hostile  take- overs and
restructuring occurred in the department store industry which  changed  the
playing  field forever.   Weighted  down  by intolerable debt, combined with a
slumping economy and a shift in shopping  patterns, the end of the decade was
marked by a  number of  bankruptcy  filings  unsurpassed in the  industry's
history. Evidence  of  further  weakening continued  into  1991-1992  with
filings by such major firms as Carter Hawley Hale, P.A. Bergner & Company, and
Macy's.  In early 1994, Woodward & Lothrop announced their  bankruptcy
involving two department store  divisions  that dominate the Philadelphia and
Washington D.C. markets.  Recently, most  of  the  stores were acquired by the
May Department  Stores Company  effectively ending the existence of  the  134
year  old Wanamaker  name,  the nation's oldest department  store  company.
More  recently, however, department stores have been reporting  a return   to
profitability  resulting  from  increased  operating economies and higher sales
volumes.  Sears, once marked  by  many for  extinction,  has more recently won
the praise  of  analysts. Federated  Department Stores has also been acclaimed
as  a  text book example on how to successfully emerge from bankruptcy.  They
have  merged with Macy's and more recently acquired the  Broadway chain  to
form  on  of  the  nation's largest  department  store companies.
    
With all this in mind, investors are looking more closely  at the strength of
the anchors when evaluating an acquisition.  Most of  our  survey  respondents
were of the opinion that  they  were indifferent  to  acquiring  a center that
included  the  anchors versus  stores  that were independently owned if they
were  good performers.   However,  where  an  acquisition  includes   anchor
stores, the resulting cash flow is typically segregated with  the income
attributed to anchors (base plus percentage rent) analyzed at a higher cap rate
then that produced by the mall shops.
    
However,  more  recent  data  suggests  that  investors   are becoming more
troubled by the creditworthiness of the mall shops. With   an   increase   in
bankruptcies,   store   closures   and consolidations,  we  see investors
looking more  closely  at  the strength and vulnerabilities of the in-line
shops.  As a  result, there has been a marked trend of increasing
capitalization rates.

                     TABLE SHOWING 1995 REGIONAL MALL SALES
    
                     TABLE SHOWING 1994 REGIONAL MALL SALES

Cushman  &  Wakefield has extensively tracked  regional  mall transaction
activity for several years.  In this analysis we will show sales trends since
1991.  Summary charts for the older sales (1991-1993)  are provided in the
Addenda.  The more recent  sales (1994/1995)  are provided herein.  These sales
are  inclusive  of good  quality Class A or B+/- properties that are dominant
in their market.   Also  included  are weaker properties  in  second  tier
cities that have a narrower investment appeal.  As such, the mall sales
(1991-95) presented in this analysis show a wide variety of prices  on a per
unit basis, ranging from $59 per square foot  up to  $556  per square foot of
total GLA purchased.  When expressed on the basis of mall shop GLA acquired,
the range is more broadly seen  to  be  $93  to  $647 per square foot.
Alternatively,  the overall  capitalization  rates that can be  extracted  from
each transaction range from 5.60 percent to rates in excess  of  11.0 percent.
One obvious explanation for the wide unit variation  is the  inclusion or
exclusion of anchor store square footage  which has  the  tendency  to distort
unit prices for some  comparables. Other sales include only mall shop area
where small space tenants have  higher  rents and higher retail sales per
square  foot.   A shopping  center sale without anchors, therefore, gains  all
the benefits  of anchor/small space synergy without the purchase  of the anchor
square footage. This drives up unit prices  to  over $250  per square foot,
with most sales over $300 per square  foot of salable area.  A brief discussion
of historical trends in mall transactions follows.

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

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

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

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

    -   Cushman & Wakefield has researched 14 mall transactions which have
        occurred during 1995.  The chart in the Addenda summarizes the
        pertinent facts regarding each sale. With the exception of Sale No.
        95-1 (Natick Mall) and 95-2 (Smith Haven Mall), by and large the
        quality of malls which have sold are lower than what has been shown for
        prior years.  For example, the average transaction price has been
        slipping.  In 1993, the peak year, the average deal was nearly $133.8
        million. Currently, it is shown to be $90.7 million which is even
        skewed upward by Sale Nos. 95-1 and 95-2.  The average price per square
        foot of total GLA is calculated to be $152 per square foot. The range
        in values of mall GLA sold are $93 to $607 with an average of $275 per
        square foot.  Characteristics of these lesser quality malls would be
        higher initial capitalization rates.  The range for these transactions
        is 7.47 to 11.1 percent with a mean of 9.14 percent, the highest
        average over the past five years.  Most market participants feel that
        continued turmoil in the retail industry will force cap rates to move
        higher.

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

        Transaction             Unit Rate             Mean          Sales
           Year                   Range *                         Multiple

           1991                $203 - $556            $357          1.17

           1992                $226 - $511            $320          1.07

           1993                $173 - $647            $363          1.15

           1994                $129 - $502            $288           .96

           1995                $ 93 - $607            $264           .98

* Includes all sales by each respective year.


As discussed, one of the factors which may influence the unit rate  is  whether
or not anchor stores are included in the  total GLA which is transferred. Thus,
a further refinement can be made between those malls which have transferred
with anchor space  and those  which  have included only mall GLA.  Chart A,
shown  below makes this distinction.


                                    CHART A
                              Regional Mall Sales
                         Involving Mall Shop Space Only


      1991                1992                1993                1994

Sale  Unit   NOI    Sale  Unit   NOI    Sale  Unit   NOI    Sale  Unit   NOI
No.   Rate  Per SF   No.  Rate  Per SF   No.  Rate  Per SF   No.  Rate  Per SF

91-1  $257  $15.93  92-2  $348  $25.27  93-1* $355  $23.42  94-1  $136  $11.70
91-2  $232  $17.65  92-9  $511  $33.96  93-4  $471  $32.95  94-3  $324  $22.61
91-5  $203  $15.89  92-11 $283  $19.79  93-5  $396  $28.88  94-12 $136  $14.00
91-6  $399  $24.23                      93-7  $265  $20.55  94-14 $241  $18.16
91-7  $395  $24.28                      93-14 $268  $19.18
91-8  $320  $19.51
91-10 $556  $32.22

Mean  $337  $21.39  Mean  $381  $26.34  Mean  $351  $25.00  Mean  $209  $16.62

*  Sale included peripheral GLA.


From  the  above  we see that the mean unit  rate  for  sales involving  mall
shop GLA only has ranged from approximately  $209 to  $381 per square foot.  We
recognized that these averages  may be  skewed  somewhat by the size of the
sample.  To  date,  there have been no 1995 transactions involving only mall
shop GLA.
    
Alternately, where anchor store GLA has been included in  the sale, the unit
rate is shown to range widely from $53 to $410 per square foot of salable area,
indicating a mean of $227 per square foot  in 1991, $213 per square foot in
1992, $196 per square foot in 1993, $193 per square foot in 1994 and $145 per
square foot in 1995.  Chart B following depicts this data.


                                    CHART B
                              Regional Mall Sales
                      Involving Mall Shops and Anchor GLA

        1991                         1992                       1993

Sale    Unit      NOI       Sale     Unit     NOI       Sale    Unit     NOI
No.     Rate    Per SF      No.      Rate    Per SF     No.     Rate    Per SF
91-3    $156    $11.30      92-1     $258    $20.42     93-2    $225    $17.15
91-4    $228    $16.50      92-3     $197    $14.17     93-3    $135    $11.14
91-9    $193    $12.33      92-4     $385    $29.43     93-6    $224    $16.39
91-11   $234    $13.36      92-5     $182    $14.22     93-7    $ 73    $ 7.32
91-12   $287    $17.83      92-6     $203    $16.19     93-9    $279    $20.66
91-13   $242    $13.56      92-7     $181    $13.60     93-10   $ 97    $ 9.13
91-14   $248    $14.87      92-8     $136    $ 8.18     93-11   $289    $24.64
                            92-10    $161    $12.07     93-12   $194    $13.77
                                                        93-13   $108    $ 9.75
                                                        93-14   $322    $24.10
                                                        93-15   $214    $16.57

Mean    $227    $14.25      Mean     $213    $16.01     Mean    $196    $15.51




                                    CHART  B
                              Regional Mall Sales
                      Involving Mall Shops and Anchor GLA


                1994                                        1995

      Sale      Unit       NOI                     Sale     Unit      NOI
      No.       Rate      Per SF                   No.      Rate     Per SF
                 SF
      94-2      $296      $23.12                   95-1     $410     $32.95
      94-4      $133      $11.69                   95-2     $272     $20.28
      94-5      $248      $18.57                   95-3     $ 91     $ 8.64
      94-6      $112      $ 9.89                   95-4     $105     $ 9.43
      94-7      $166      $13.86                   95-5     $ 95     $ 8.80
      94-8      $ 83      $ 7.63                   95-6     $ 53     $ 5.89
      94-9      $ 95      $ 8.57                   95-7     $ 79     $ 8.42
      94-10     $155      $13.92                   95-8     $ 72     $ 7.16
      94-11     $262      $20.17                   95-9     $ 96     $ 9.14
      94-13     $378      $28.74                   95-10    $212     $17.63
                                                   95-11    $ 56     $ 5.34
                                                   95-12    $ 59     $ 5.87
                                                   95-13    $143     $11.11
                                                   95-14    $287     $22.24

      Mean      $193      $15.62                   Mean     $145     $12.35

* Sale included peripheral GLA.


Analysis of Sales

Within  Chart  B,  we  have presented  a  summary  of  recent transactions
(1991-1995) involving regional and  super-regional- sized  retail  shopping
malls from which  price  trends  may  be identified  for  the  extraction  of
value  parameters.    These transactions have been segregated by year of
acquisition so as to lend  additional  perspective on our analysis.
Comparability  in both physical and economic characteristics are the most
important criteria for analyzing sales in relation to the subject property.
However, it is also important to recognize the fact that regional shopping
malls are distinct entities by virtue of age and design, visibility and
accessibility, the market segmentation created  by anchor  stores and tenant
mix, the size and purchasing  power  of the  particular trade area, and
competency of management.   Thus, the  "Sales Comparison Approach", when
applied to a property such as the subject can, at best, only outline the
parameters in which the  typical  investor  operates.  The majority  of  these
sales transferred either on an all cash (100 percent equity)  basis  or its
equivalent   utilizing   market-based   financing.    Where necessary,  we have
adjusted the purchase  price  to  its  cash equivalent basis for the purpose of
comparison.
    
As  suggested,  sales  which include anchors  typically  have lower  square
foot unit prices.  In our discussions  with  major shopping   center   owners
and  investors,   we   learned   that capitalization rates and underwriting
criteria have  become  more sensitive  to the contemporary issues dealing with
the department store anchors.  As such, investors are looking more closely than
ever   at  the  strength  of  the  anchors  when  evaluating   an acquisition.
    
As   the  reader  shall  see,  we  have  attempted  to   make comparisons  of
the transactions to the subject primarily  along economic  lines.   For  the
most  part,  the  transactions  have involved  dominant  or  strong Class A
centers  in  top  50  MSA locations  which generally have solid, expanding
trade areas  and good  income  profiles.  Some of the other  transactions  are
in decidedly  inferior  second tier locations  with  limited  growth potential
and near term vacancy problems.  These sales  tend  to reflect lower unit rates
and higher capitalization rates.
  
Value "As Is"
  
Because the subject is theoretically only selling  mall  shop GLA  and  no
owned department stores, we will look at the  recent sales  involving both
types in Chart A more closely.  As a  basis for  comparison, we will analyze
the subject based upon projected NOI.   The  first year NOI has been projected
to  be  $22.02  per square  foot (CY 1996), based upon 199,922+/- square feet
of owned GLA.   Derivation of the subject's projected net operating income is
presented in the "Income Approach" section of this report  as calculated by the
Pro-Ject model.  With projected NOI  of  $22.02 per square foot, the subject
falls within the range exhibited  by the comparable sales.
    
Since  the  income  that  an asset will  produce  has  direct bearing  on the
price that a purchaser is willing to pay,  it  is obvious  that a unit price
which falls toward the middle  of  the range  indicated  by the comparables
would be applicable  to  the subject.  The  subject's anticipated net income
can be  initially compared  to  the  composite mean of the annual  transactions
in order  to  place  the subject in a frame of reference.   This  is shown on
the following chart.

        Sales           Mean            Subject         Subject
        Year            NOI             Forecast        Ratio
        1991            $21.39          $22.02          103%
        1992            $26.34          $22.02           84%
        1993            $25.00          $22.02           88%
        1994            $16.62          $22.02          132%


With  first year NOI forecasted at approximately  84  to  132 percent  of the
mean of these sales in each year, the unit  price which  the  subject property
would command should be expected  to fall within a relative range.
  
Net Income Multiplier Method

Many  of the comparables were bought on expected income,  not gross  leasable
area, making unit prices a  somewhat  subjective reflection of investment
behavior regarding regional  malls.   In order  to  quantify the appropriate
adjustments to the  indicated per square foot unit values, we have compared the
subject's first year  pro  forma net operating income to the pro forma income
of the  individual  sale  properties.  In  our  opinion,  a  buyer's criteria
for  the  purchase of a retail property  is  predicated primarily  on  the
property's income characteristics.   Thus,  we have  identified a relationship
between the net operating  income and  the  sales price of the property.
Typically, a  higher  net operating  income per square foot corresponds to a
higher  sales price  per  square foot.  Therefore, this adjustment incorporates
factors  such  as  location, tenant mix, rent  levels,  operating
characteristics, and building quality.
    
Provided  below, we have extracted the net income  multiplier from  each  of
the  improved sales.  We have included  only  the recent  sales data
(1993-1994).  The equation for the net  income multiplier  (NIM), which is the
inverse of the equation  for  the capitalization rate (OAR), is calculated as
follows:
  
         NIM   =                  Sales Price
                                  ------------
                                  Net Operating Income
  


                       Net Income Multiplier Calculation

        Sale No.         NOI/SF           Price/SF        Net Income
                                                          Multiplier
        93-  1           $23.42           $355              13.38
        93-  4           $32.95           $471              14.29
        93-  5           $28.88           $396              13.71
        93-  7           $20.55           $265               9.90
        93-  14          $19.18           $268              13.36
        94-  1           $11.70           $136              11.62
        94-  3           $22.61           $324              14.32
        94-  12          $14.00           $136               9.72
        94-  14          $18.16           $241              13.28

        Mean             $21.38           $288              12.62


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


  
                           Adjusted Unit Rate Summary

           Sale           Net Income          Subject         Indicated
           No.            Multiplier          NOI/SF          Price $/SF

           93- 1          13.38               $22.02          $294.63
           93- 2          14.29               $22.02          $314.67
           93- 3          13.71               $22.02          $301.89
           93- 4           9.90               $22.02          $218.00
           93- 5          13.36               $22.02          $294.19
           94- 6          11.62               $22.02          $255.87
           94- 7          14.32               $22.02          $315.33
           94- 8           9.72               $22.02          $214.03
           94- 9          13.28               $22.02          $292.43

           Mean           12.62               $22.02          $277.89


From  the process above, we see that the indicated net income multipliers range
from 9.72 to 14.32 with a mean of  12.62.   The adjusted unit rates range from
$218.00 to $315.33 per square foot of owned GLA with a mean of $277.89 per
square foot.
    
We  further recognize that the sale price per square foot  of gross leasable
area, including land, implicitly contains both the physical and economic
factors of the value of a shopping  center. Such  statistics by themselves,
however, do not explicitly convey many  of  the  details  surrounding a
specific  income  producing property  like  the subject.  Nonetheless, the
process  we  have undertaken  here is an attempt to quantify the unit  price
based upon the subject's income producing potential.
    
We   recognize  that  most  of  these  transactions  involved dominant,  Class
A  malls  with good  income  growth  potential. Arguably,  this income
potential is reflected in the higher  unit rates these properties tend to
achieve.  Over the holding period, we  forecast that net income growth will
slightly lag  inflation. Finally,  the  subject's net income figure of $22.29
per  square foot does not recognize the substantial capital expenditures that
we  forecast  are  necessary for the long term viability  of  the mall.   On
balance, we would characterize the  subject  as  less desirable than these
sales which would warrant a unit rate  below the adjusted mean and near the low
end of the range.
    
Considering the above average characteristics of the  subject relative to the
above, we believe that a unit rate range of  $220 to  $230 per square foot is
appropriate.  Applying this unit rate range to 199,922+/- square feet of owned
GLA results in a value  of approximately $44.0 million to $46.0 million for the
subject  as shown on the following page.
  
              199,922 SF          199,922 SF
         x          $220     x          $230
             -----------         -----------
             $43,982,840         $45,982,060
  
   Rounded Value Estimate - Market Sales Unit Rate Comparison
                   $44,000,000 to $46,000,000


Sales Multiple Method

Arguably,  it  is  the mall shop GLA sold and  its  intrinsic economic  profile
that is of principal concern in the  investment decision  process.   A  myriad
of factors  influence  this  rate, perhaps   none  of  which  is  more
important  than  the   sales performance   of   the  mall  shop  tenants.
Accordingly,   the abstraction  of  a  sales  multiple from each  transaction
lends additional perspective to this analysis.
    
The  sales  multiple  measure is often  used  as  a  relative indicator of the
reasonableness of the acquisition price.   As  a rule of thumb, investors will
look at a sales multiple of 1.0  as a  benchmark, and will look to keep it
within a range of  .75  to 1.25   times  mall  shop  sales  performance  unless
there   are compelling reasons why a particular property should deviate.
    
The  sales multiple is defined as the sales price per  square foot  of mall GLA
divided by average mall shop sales per  square foot.   As  this  reasonableness
test  is  predicated  upon  the economics  of the mall shops, technically, any
income (and  hence value)  attributed to anchors that are acquired with the
mall  as tenants should be segregated from the transaction.  As an  income (or
sales)  multiple  has  an  inverse  relationship   with   a capitalization
rate, it is consistent that, if a relatively  low capitalization rate is
selected for a property, it follows that a correspondingly  above-average sales
(or  income)  multiple  be applied.   In  most instances, we are not privy to
the  anchor's contributions  to  net  income.  As  such,  the  sales  multiples
reported may be slightly distorted to the extent that the imputed value of the
anchor's contribution to the purchase price has  not been segregated.
  


                             Sales Multiple Summary

                Sale               Going-In                 Sales
                No.                  OAR                    Multiple

                93-1                7.47%                   0.92
                93-4                7.00%                   1.16
                93-5                7.29%                   1.16
                93-7               10.10%                   0.65
                93-14               7.48%                   0.99
                94-1                8.60%                   0.68
                94-3                8.81%                   0.81
                94-12              10.29%                   0.72
                94-14               7.53%                   0.93

                Mean                8.29%                   0.89


The  sales that are being compared to the subject show  sales multiples that
range from 0.65 to 1.16 with a mean of about 0.89. As  is  evidenced,  the more
productive malls with  higher  sales volumes  on  a  per square foot basis tend
to have  higher  sales multiples.
    
Based   upon   forecasted  1996  performance,  as   well   as anticipated
changes to the market area, the subject is  projected to  produce  comparable
sales of $250 per  square  foot  for  all reporting tenants.  This is a 1%
reduction from 1995 sales.
    
In  the case of the subject, the overall capitalization  rate being   utilized
for  this  analysis  is   considered   to   be substantially  higher than the
mean exhibited by  the  comparable sales.  As such, we would be inclined to
utilize a multiple below the  mean  indicated by the sales.  As such, we  will
utilize  a lower  sales  multiple  to apply to just  the  mall  shop  space.
Applying a ratio of say, 0.75 to 0.80 to the forecasted sales  of $250 per
square foot, the following range in value is indicated.
  
  Unit Sales Volume (Mall Shops)              $250             $250
  Sales Multiple                           x  0.75          x  0.80
                                           -------          -------
  Adjusted Unit Rate                       $187.50          $200.00
  

  Mall Shop GLA                         x  199,922       x  199,922
                                           -------          -------
  Value Indication                     $37,485,375      $39,984,400
  

The  analysis  shows an adjusted value range of approximately $37.5 to $40.0
million.  Inherent in this exercise are mall  shop sales  which are projections
based on our investigation into  the market which might not fully measure
investor's expectations.  It is  clearly difficult to project with any
certainty what the mall shops  might achieve in the future, particularly as the
lease-up is  achieved and the property brought to stabilization.  While we may
minimize  the  weight we place on this  analysis,  it  does, nonetheless, offer
a  reasonableness check  against  the  other methodologies.  We have also
considered in this analysis the fact that the owned anchors are forecasted to
contribute approximately $364,579 in revenues in 1996 (base rent obligations
and overage). If  we  were  to  capitalize this revenue separately  at  a  10.5
percent rate, the resultant effect on value is approximately $3.5 million.
    
Arguably,  department stores have qualities that add  certain increments of
risk over and above regional malls, wherein risk is mitigated by the diversity
of the store types.  A recent  Cushman &   Wakefield  survey  of  free-standing
retail  building  sales consisting  of net leased discount department stores,
membership warehouse clubs, and home improvement centers, displayed a  range in
overall capitalization rates between 8.8 and 10.9 percent with a  mean  of
approximately 9.6 percent.  All of the sales occurred with  credit  worthy
national tenants in place.   The  buildings ranged  from  86,479 to 170,000
square feet and were  located  in high volume destination retail areas.
    
Trends  indicate  that  investors  have  shown  a  shift   in preference  to
initial return and, as will  be  discussed  in  a subsequent  section,  overall
capitalization  rates  have   been showing  increases over the past several
years.   Moreover,  when the  acquisition  of a shopping mall includes  anchor
department stores, investors will typically segregate income attributable to
the anchors and analyze these revenues with higher capitalization rates than
those revenues produced by the mall shops.
    
Therefore,  based upon the preceding discussion,  it  is  our opinion  that
overall capitalization rates for department  stores are  reasonably reflected
by a range of 9.5 to 11.0 percent.   We have  chosen  the  lower end of the
range due to  the  locational attributes of the subject's trade area and
characteristics of the subject   property  including  a  lease  with
contractual   rent increases.
    
Therefore, adding the anchor income's implied contribution to value  of  $3.5
million, the resultant  range  is  shown  to  be approximately $41 to $43.5
million.  Giving consideration to  all of  the  above,  the following value
range is warranted  for  the subject property based upon the sales multiple
analysis.
  
             Estimated Value - Sales Multiple Method
              Rounded to $41,000,000 to $43,500,000
  

Conclusion "As Is"
  
We  have considered all of the above relative to the physical and economic
characteristics of the subject.  It is difficult  to relate  the  subject  to
comparables that  are  in  such  widely divergent markets with different cash
flow characteristics.   The subject  does  best  fit the profile of an  older
mall  that  is merchandised reasonably well to meet the needs of its trade
area. We  do note that the subject's upside potential appears modest as the
lease-up of the vacant space and the repositioning of tenants continues.  Much
of the vacancy is attributed to the space within the  Mervyn's  throat  area.
As will  be  seen  in  the  Income Approach,  NOI  in  the first full year of
investment,  1996,  is approximately 6 percent below 1997 levels.  Furthermore,
NOI  is projected to increase by an additional 6 percent in 1998.

We recognize that an investor may view the subject's position as  being
vulnerable to new competition.  The subject is  located in an area that has
declined somewhat in recent years in terms of demographics.   While  its
principal trade area  cites  continued population, household and income growth,
the positive changes are occurring  in the more outlying communities where new
competition is  proposed.  Furthermore, the physical condition of the mall is
nearing the stage when some significant capital expenditures  are needed  to
maintain its market share at the  minimum.   Finally, Dayton's operating
covenant expires in 1996 and there will likely be  some  expenditure on the
ownership's part in order to  induce them to stay.  Not far beyond this date is
the expiration of both Sears and Mervyn's in 1999.
    
After  considering  all  of  the  available  market  data  in conjunction with
the characteristics of the subject property, the indices  of  investment that
generated our value  ranges  are  as follows:
  

Unit Price Per Square Foot

Salable SF:                               199,922+/-

Price Per SF of Salable Area:             $220 to $230

Indicated Value Range:                    $44,000,000 to $46,000,000

Sales Multiple Analysis
Indicated Value Range                     $41,000,000 to $43,500,000
  

The  parameters  above  show a value range  of  approximately $41.0  to  $46.0
million for the subject  with  $41.0  to  $45.0 million being a more defined
conclusion.
    
This  range  does not account for the expenditures  that  are forecasted to be
necessary to maintain the forecasted net  income over  the  life of the
investment holding period.  These expenses are  discussed in more detail in the
Income Approach  section  of this   report  but  included  here  would  be
various   physical improvement projects as well as asbestos removal.

As  the lease-up is forecasted to continue over the next four years,  a
prospective buyer would incur leasing commissions  and tenant  improvement
allowances.  Finally, we have also  accounted for  costs with respect to
extending Dayton's operating covenant, a  mall-wide renovation in 1997, as well
as considerable  capital improvements over the next three years.  It is our
opinion that a prudent  buyer would take these expenses into consideration when
viewing the property in its full context.  We have calculated the present value
(1996) of these expenditures to be  approximately $16.2  million.   By
deducting this amount  from  the  estimates above,   a range in value between
$24,800,000 and $28,800,000  is indicated  for  the  subject property  by  the
Sales  Comparison Approach, as of January 1, 1996. 


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

Introduction

The Income Approach is based upon the economic principle that the  value  of  a
property capable of producing  income  is  the present worth of anticipated
future net benefits.  The net income projected is translated into a present
value indication using the capitalization   process.    There   are   various
methods   of capitalization that are based on inherent assumptions  concerning
the quality, durability and pattern of the income projection.
    
Where  the  pattern of income is irregular  due  to  existing leases that will
terminate at staggered, future dates, or  to  an absorption  or stabilization
requirement on a newer  development, the discounted cash flow analysis is the
most accurate.
    
Discounted Cash Flow Analysis (DCF) is a method of estimating the   present
worth  of  future  cash  flow   expectancies   by individually  discounting
each  anticipated  collection  at   an appropriate  discount rate.  The
indicated market value  by  this approach  is  the  accumulation of the present
worth  of  future projected   years'   net   income  (before   income   taxes
and depreciation)  and  the present worth of  the  reversion  of  the estimated
property  value at the end of the  projection  period. The estimated value of
the reversion at the end of the projection period  is  based  on  the
capitalization  of  the  next  year's projected net income.  This is the more
appropriate method to use in this assignment, given the step up in lease rates
and the long term tenure of retail tenants.
    
A  second method of valuation, using the Income Approach,  is to  directly
capitalize a stabilized net income based  on  rates extracted  from  the market
or built up through  mortgage  equity analysis.  This is a valid method of
estimating the market  value of  the  property as of the achievement of
stabilized operations. In  the  case  of the subject, operations are not
forecasted  to achieve  stabilization  for  several  years.   Thus,  the direct
capitalization  method  has  been  omitted  from  the   valuation process.

Discounted Cash Flow Analysis

The  Discounted Cash Flow (DCF) produces an estimate of value through an
economic analysis of the subject property in which the net  income generated by
the asset is converted to a capital  sum at  an  appropriate  rate.  First, the
revenues  which  a  fully informed  investor  can  expect the subject  to
produce  over  a specified time horizon are established through an analysis of
the current  rent  roll,  as well as the rental  market  for  similar
properties.    Second,   the  projected  expenses   incurred   in generating
these  gross  revenues are  deducted.   Finally,  the residual  net  income  is
discounted into a  capital  sum  at  an appropriate  rate  which  is  then
indicative  of  the   subject property's current value in the marketplace.
    
In this Income Approach to the valuation of Brookdale Center, we have utilized
a 10 year holding period for the investment with the  cash  flow analysis
commencing on January 1, 1996.  Although an  asset  such as the subject has a
much longer useful life,  an investment analysis becomes more meaningful if
limited to a  time period  considerably less than the real estate's  economic
life, but  of  sufficient  length for an investor.  A  10-year  holding period
for  this investment is long enough to model the  asset's performance   and
benefit  from  its  continued   lease-up   and remerchandising,  but  short
enough to  reasonably  estimate  the expected income and expenses of the real
estate.

          TABLE SHOWING PROJECTED ANNUAL CASH FLOW FOR BROOKDALE MALL
                               FROM 1996 TO 2006
    
The  revenues  and  expenses which an informed  investor  may expect  to  incur
from the subject property will vary, without  a doubt,  over the holding
period.  Major investors active  in  the market  for this type of real estate
establish certain parameters in  the computation of these cash flows and
criteria for decision making which this valuation analysis must include if it
is to  be truly  market-oriented.   These current computational  parameters are
dependent upon market conditions in the area of the  subject property as well
as the market parameters for this type  of  real estate which we view as being
national in scale.
    
By  forecasting the anticipated income stream and discounting future  value  at
reversion to current value, the  capitalization process  may be applied to
derive a value that an investor  would pay  to receive that particular income
stream.  Typical investors price real estate on their expectations of the
magnitude of these benefits and their judgment of the risks involved.  Our
valuation endeavors  to  reflect the most likely actions of typical  buyers and
sellers of property interest similar to the subject.  In this regard  we  see
Brookdale  Center  as  a  long  term  investment opportunity for a competent
owner/developer.
    
An  analytical real estate computer model that simulates  the behavioral
aspects  of  the property and  examines  the  results mathematically is
employed for the discounted cash flow analysis. In this instance, it is the
PRO-JECT Plus+ computer model.  Since investors  are the basis of the
marketplace in which the  subject property  will  be  bought and sold, this
type  of  analysis  is particularly  germane to the appraisal problem at hand.
On  the facing  page is a summary of the expected annual cash flows  from the
operation of the subject over the stated investment  holding period.
    
A  general outline summary of the major steps involved may be listed as
follows:

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

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

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

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

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


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

The  total potential gross revenues generated by the  subject property are
composed of a number of distinct elements; a minimum rent  determined by lease
agreement, an additional  overage  rent based  upon  a  percentage of retail
sales,  a  reimbursement  of certain expenses incurred in the ownership and
operation  of  the real estate, and other miscellaneous revenues.
    
The   minimum   base   rent  represents  a   legal   contract establishing a
return to the investors in the real estate,  while the  passing  of  certain
expenses onto  the  tenants  serves  to maintain  this  return in an era of
continually rising  costs  of operation.  The additional rent based upon a
percentage of retail sales experienced at the subject property serves to
preserve  the purchasing  power  of the residual income to an  equity  investor
over  time.   Finally, miscellaneous and temporary tenant  income adds  an
additional important source of revenue in the  complete operation  of the
subject property.  In the initial year  of  the investment, 1996, it is
projected that the subject property  will generate  approximately $9,948,767 in
potential  gross  revenues, equivalent  to $49.76 per square foot of total
appraised  (owned) GLA  of  199,922 square feet.  Mall GLA as used herein
refers  to the  total  of  in-line shops area and kiosks.  These  forecasted
revenues may be allocated to the following components:


                                Brookdale Center
                                Revenue Summary
                        Initial Year ofInvestment - 1996
          
        Revenue                 Amount          Unit            Income
        Component                               Rate *          Ratio

        Minimum Rent            $4,348,039      $21.75           43.7%
        Overage Rent            $  260,838      $ 1.30            2.6%
        Expense Recoveries      $4,864,890      $24.33           48.9%
        Miscellaneous Income    $  475,000      $ 2.38            4.8%

        Total                   $9,948,767      $49.76          100.0%

* Reflects total owned GLA of 199,922 SF


Minimum Rental Income

The minimum rent produced by the subject property is derived from  that  paid
by  the various tenant types.   The  projection utilized in this analysis is
based upon the actual rent roll  and our  projected  leasing  schedule in place
as  of  the  date  of appraisal, together with our assumptions as to the
absorption  of the  vacant  space, market rent growth rates and
renewal/turnover probability.   We  have also made specific assumptions
regarding the  re-tenanting  of  the mall based  upon  deals  that  are  in
progress and have a strong likelihood of coming to fruition.   In this  regard,
we have worked with General Growth management  and leasing  personnel and
analyzed each pending deal on  a  case  by case                basis. We have
incorporated  all  executed leases in our  analysis.   For  those pending
leases  that are substantially along in the  negotiating process and are
believed to have a reasonable likelihood of being completed, we have reflected
those terms in our cash flow.  These transactions  represent a reasonable and
prudent assumption  from an investor's standpoint.
    
The rental income which an asset such as the subject property will  generate
for an investor is analyzed as  to  its  quality, quantity  and durability. The
quality and probable  duration  of income  will affect the amount of risk which
an informed investor may  expect over the property's useful life.  The
segregation  of the  income  stream along these lines allows us  to  control
the variables  related  to the center's forecasted  performance  with greater
accuracy.  Each tenant type lends itself to  a  specific weighting  of  these
variables as the risk associated  with  each varies.
    
The  minimum  rents  forecasted at the subject  property  are essentially
derived from various tenant categories: major  tenant revenue  consisting of
ground rent obligations of JC  Penney  and Kohl's;  mall  tenant  revenues
consisting of  all  in-line  mall shops.   As  a  sub-category  of  in-line
shop  rents,  we  have segregated kiosk revenues.
    
In our investigation and analysis of the marketplace, we have surveyed,  and
ascertained  where possible,  rent  levels  being commanded by competing
centers.  However, it should be recognized that  large retail shopping malls
are generally considered to  be separate  entities  by  virtue of age and
design,  accessibility, visibility, tenant mix and the size and purchasing
power  of  its trade  area.   Consequently, the best measure of  minimum rental
income is its actual rent roll leasing schedule.
    
As such, our a analysis of recently negotiated leases for new and  relocation
tenants at the subject provides important insight into  perceived market rent
levels for the mall.  Insomuch  as  a tenant's  ability  to  pay  rent is based
upon  expected  sales achievement, the level of negotiated rents is directly
related to the  individual tenant's perception of their expected performance at
the mall.

Interior Mall Shops

Rent from all interior mall tenants comprise the majority  of minimum rent.
Aggregate rent from the mall shops in the calendar year  1996  is  shown  to be
$4,005,323.   Minimum  rent  may  be allocated to the following components:


                                Brookdale Center
                            Minimum Rent Allocation

                        1996 Revenue       Applicable GLA*      Unit Rate(SF)

Mall Shops              $3,809,393         194,756 SF           $19.56
Kiosks                  $  342,716           5,166 SF           $66.34
Total                   $4,005,323         199,922 SF           $20.03

*   Represents leasable area as opposed to actual leased or occupied area
    exclusive of non-owned space.


Our  analysis of market rent levels for the in-line shops has resolved itself
to a variety of influencing factors.  Although it is  typical  that larger
tenant spaces are leased  at  lower  per square  foot rates and lower
percentages, the type of  tenant  as well  as  the  variable of location within
the  mall  can  often distort this size/rate relationship.
    
Typically,  we would view the rent attainment levels  in  the existing  mall as
being representative of the  total  property. However,  the center is
characterized by many older leases,  some of  which date back over 10 years. In
addition, because  of  the reconfiguration  of  the  Sears  court  in  1993
through   1994, management  had pursued a leasing strategy that has kept
certain leases  on  short  terms  that will enable  them  to  selectively
terminate a tenant, relocate or expand others and generally allow for   greater
flexibility  to  accommodate  the  needs  of  more desirable tenants.

1995 Leasing Activity

1995 was a relatively slow year in terms of leasing activity, considering  the
large amount of vacant space which  was  created with  the completion of the
Mervyn's throat area.  The space  was completed at a cost of approximately $1
million and was available for  tenant  leasing throughout the year.  Provided
below  is  a summary  of  some of the new leasing activity for 1995 throughout
the mall.

    -   Foot Locker formerly occupied 2,038 square feet in suite 145.  In July
        they expanded into suite 140 which was formerly occupied by Bachmans.
        The new suite 140 now totals 3,626 square feet.  Foot Locker signed a
        ten year lease at a flat rate of $37.00 per square foot per year.  Foot
        Locker was responsible for all costs involved with creating the new
        space.

    -   Piercing Pagoda leased a new 250 square foot kiosk space for four years
        at $32,000 per annum.

    -   Champs took space 183, a prime suite of 5,134 square feet on the center
        concourse. The lease commenced in January, 1995 and is for ten years at
        a flat rent of $18.00 per square foot. The tenant received a tenant
        improvement allowance of $128,750, equivalent to approximately $25.00
        per square foot which was funded in 1995.

    -   Carlton Cards  took Space 145 totaling 1,470 square feet for
        approximately ten years.  The initial annual rent is $28.00 per square
        foot and includes two dollar step-ups in rent every two years with the
        final rent per square foot ending at $36.00.

    -   Gordon's Jewelers signed a ten year lease extension for space 164 which
        totals 1,328 square feet. The lease commenced in November and has an
        initial annual rent of $60.00 per square foot.  The rent increases to
        $65.00 per square foot in February 1999 and to $70.00 per square foot
        in February 2003.

    -   Magic Nails took space 275 totaling 796 square feet.  The four year
        lease commenced in October and has a flat rent of $30.00 per square
        foot over the entire term.

    -   Five tenants whom vacated their spaces in 1995 were Sbarro's, Glamour
        Shots, Burger King, and Kay Bee Toys.

    -   Arby's signed a three year renewal for their existing suite 290.  The
        three year agreement has a flat annual rent of $8.00 per square foot,
        which reflects an approximate 50% decrease from the previous rent.


             TABLE ILLUSTRATING RECENT LEASING ACTIVITY - MALL SHOP
              TENANTS BY SIZE - BROOKDALE CENTER (MINNEAPOLIS, MN)


On  the  facing  page we have summarized  and  allocated  the recent  leasing
(in-line  shops only)  to  the  respective  size categories  which  seem
reasonable  size  breaks  for   analysis purposes.   These  leases include new
deals and  tenant  renewals within  the mall.  Since the bulk of the recent
leasing has  been by  smaller tenants (under 3,500 square feet), we have
broadened the  scope to include several larger transactions.  The 21 leases
show  weighted averages ranging from $15.20 to $50.00 per  square foot.   As
can be seen, the weighted average lease rate is $21.69 per square foot.


                                Brookdale Center
                            Recent Leasing Activity
                               In-Line Shops Only
                               Allocated by Size

            Category                No. of                  Weighted
                                    Leases                  Average

Category 1:  Less Than 750 SF          2                     $50.00
Category 2:   751    1,200 SF          5                     $30.81
Category 3: 1,201 -  2,000 SF          4                     $27.75
Category 4: 2,001    3,500 SF          4                     $20.50
Category 5: 3,501 -  5,000 SF          3                     $25.87
Category 6: 5,001 - 10,000 SF          3                     $15.20
First Year Rent
Total Average                         21                     $21.69


Our experience has generally shown that there is typically an inverse
relationship between size and rent.  That is to say  that the  larger suites
will typically command a lower rent per square foot.    The  previous  chart
tends  to  loosely  confirm   this observation.
    
Category 1 (less than 750 SF) shows an average rent of $50.00 per  square foot.
The average then declines to $15.20 per square foot  for  Category  6  (5,001 -
10,000 SF).   The  only  anomaly appears  to  be Category 5 (3,501 - 5,000 SF)
wherein  the  lease rate  of $25.87 per square foot exceeds Category 4.  This
is  due to  the small sample size (three leases) which are skewed by  the Foot
Locker deal.

Market Comparisons - Occupancy Cost Ratios

In  further support of developing a forecast for market  rent levels,  we  have
undertaken a comparison  of  minimum  rent  to projected  sales  and  total
occupancy  costs  to  sales  ratios. Generally, our research and experience
with other regional  malls shows that the ratio of minimum rent to sales falls
within the  8 to  12  percent  range in the initial year of the  lease  with  8
percent  to  10 percent being most typical.  By adding additional costs  to the
tenant, such as real estate tax and  common  area maintenance  recoveries, a
total occupancy cost may  be  derived. Expense  recoveries and other tenant
charges can add  up  to  100 percent of minimum rent and comprise the balance
of total  tenant costs.
    
The  typical  range for total occupancy cost-to-sales  ratios falls  between 12
and 15 percent.  As a general rule, where sales exceed  $250  to  $275 per
square foot, 15  percent  would  be  a reasonable cost of occupancy. Experience
and research show  that most tenants will resist total occupancy costs that
exceed 16  to 18  percent  of sales.  However, ratios of upwards to 20  percent
are  not  uncommon.  Obviously, this comparison  will  vary  from tenant to
tenant and property to property.
    
In  higher  end  markets where tenants are able  to  generate sales  above
industry averages, tenants can generally  pay  rents which fall toward the
upper end of the ratio range.  Moreover, if tenants  perceive  that their sales
will be  increasing  at  real rates  that  are in excess of inflation, they
will  typically  be more inclined to pay higher initial base rents.
    
In  this context, we have provided an occupancy cost analysis for  several
regional malls with which we have had direct insight over  the  past  year.
This  information  is  provided  on  the following  page.  On average, these
ratio comparisons  provide  a realistic check against projected market rental
rate assumptions.


                      TABLE COMPARING OCCUPANCY COSTS FOR
                     VARIOUS MSAs AROUND THE UNITED STATES

                    TABLE CALCULATING AVERAGE MALL SHOP RENT
                              AT BROOKDALE CENTER


From  this  analysis we see that the ratio of  base  rent  to sales  ranges
from 7.1 to 10.6 percent, while the total occupancy cost  ratios  vary from 9.6
to 17.3 percent when all recoverable expenses are included.  The surveyed mean
for the eighteen  malls analyzed is 8.7 percent and 13.4 percent, respectively.
Some  of the  higher ratios  are found in older malls situated  in  urban areas
that have higher operating structures due to less efficient layout  and
designs, older physical plants, and higher  security costs,  which in some
malls can add upwards of $2.00  per  square foot to common area maintenance.
    
These  relative measures can be compared with two well  known publications, The
Score by the International Council of  Shopping Centers  and  Dollars & Cents
of Shopping Centers (1995)  by  the Urban Land Institute.  The most recent
publications indicate base rent  to  sales  ratios of approximately 6.8 to 8.0
percent  and total   occupancy   cost  ratios  of  12.0  and   12.3   percent,
respectively.
    
In general, while the rental ranges and ratio of base rent to sales  vary
substantially from mall to mall and tenant to tenant, they  do provide general
support for the rental ranges and  ratio which is projected for the subject
property.

Conclusion - Market Rent Estimate for In-Line Shops

Previously,  in the "Retail Market Analysis" section  of  the appraisal,   we
discussed   the  subjects'   sales   potential. Comparable mall sales in
calendar year 1995 are projected  to  be $255  per  square foot, a four percent
decline from  1994  sales. Sales  are projected to decline slightly (2 percent)
in  1996  to approximately  $250  per square foot.  Most  of  the  decline  is
attributed  to  the  large  number of vacant  suites  within  the Mervyn's
Throat area.  As these suites begin to be absorbed  the mall  will become more
attractive to potential shoppers and sales should begin to increase.

In  the  previous discussions, the overall attained rent  was shown to be
$21.69 per square foot on average.
    
After  considering  all of the above,  we  have  developed  a weighted  average
rental rate of approximately $20.00 per  square foot  based upon a relative
weighting of a tenant space by  size. We  have  tested this average rent
against total occupancy  cost. Since  total occupancy costs are projected to be
at the high  end for  a  mall  of  the subject's calibre, we feel that  base
rent should  not  exceed an 8.0 percent ratio (to sales)  on  average.
Furthermore, this average of approximately $20.00 per square foot is  believed
to  be  reasonable in light  of  the  average  rent attained  by  the  recent
leasing activity  which  has  slightly exceeded this level.
    
The  average rent is a weighted average rent for all  in-line mall  tenants
only.  This average market rent has been  allocated to space as shown on the
facing page chart.

Occupancy Cost - Test of Reasonableness

Our weighted average rent of approximately $20.00 can next be tested  against
total occupancy costs in the mall based upon  the standard  recoveries for new
mall tenants.  Our total  occupancy cost analyses can be found on the following
chart.



                                Brookdale Center
                      Total Occupancy Cost Analysis - 1996

              Tenant Cost                           Estimated Expenses/SF

Economic Base Rent                                         $ 20.00
                                                      (Weighted Average)
Occupancy Costs (A)                     
    Common Area Maintenance       (1)                      $  6.37
    Real Estate Taxes             (2)                      $ 12.35
    Other Expenses                (3)                      $  2.00
Total Tenant Costs                                         $ 40.82
Projected Average Sales (1996)                             $250.00
Rent to Sales Ratio                                           8.04%
Cost of Occupancy Ratio                                      16.32%

(1)  CAM expense is based on average occupied area (GLOA) of mall shop GLA.
     Generally, the standard lease clause provides for a 15 percent
     administrative factor less certain exclusions. including anchor
     contributions. The standard denominator is based on occupied (leased)
     versus leasable area. A complete discussion of the standard recovery
     formula is presented later in this report.

(2)  Tax estimate is based upon an average occupied area (GLOA) which is the
     recovery basis for taxes.  It is exclusive of majors contributions
     (department stores) and reflects the reduction in taxes in accordance with
     the budget.

(3)  Other expenses include tenant contributions for  water and sewer, and
     other miscellaneous items.


Total  costs,  on average, are shown to be 16.32  percent  of projected average
1996 retail sales which we feel is high.   This is  due primarily to the fact
that real estate taxes at Brookdale Center are projected to be $12.35. Although
this is a $3.00  per square  foot  decline from 1995, it is still high compared
with national averages and would be a concern to any potential tenant. However,
the high average costs are occupancy sensitive  should decline  as  some of the
vacancy is absorbed.  As cited  earlier, much  of  the vacancy has to do with
the large amount of  in-line GLA  which was taken back with the Mervyn's Throat
strategy.  For instance, the average occupied GLA is projected to increase from
159,912  square feet in 1996 to 184,866 square feet in  1998.  As the  lease-up
and remerchandising continues, we would expect that sales  have a good chance
to increase to levels in excess of  our conservative growth rate assumption.
    
It  is emphasized that these rent categories provided a rough approximation of
market rent levels for a particular suite.  This methodology  is given more
credence when projecting  rent  levels for  vacant space where a potential
tenant is unknown  and  their sales  performance is difficult to forecast. Also
guiding  our analysis were the tenants location in the mall, (i.e. side  court
vs.  center  court) its merchandise category and  sales  history. This is of
particular importance with the subject since its older layout  with  multiple
side courts results in rents  which  would tend  to fall below the average.
Since most of the newer leasing activity has involved suites along the center
concourse or higher visibility  areas, we would be inclined to consider  lower
rents for  certain side court locations.  Therefore, in many cases  our assumed
market rent would deviate from the range indicated  above in many instances.

Kiosks

We  have also segregated permanent kiosks within our analysis since they
typically pay a much higher unit rent.
    
There are currently a total of 14 permanent kiosks, including two  bank ATM
machines.  Among the remaining 12, a range in  size from  220 square feet to
842 square feet are shown.  Some of  the more recent leases can be summarized
as follows:


                                 Kiosk Rentals

                                                        Annual
   Suite#         Tenant        Size(SF)    Term          Rent     Unit Rate
   3501      Piercing Pagoda     250     5/95 -4/99     $32,000      $128.00
   3513       Auntie Anne's      294    11/94 -1/05     $25,000      $ 85.02
   3511    Coopers Watchworks    228     3/91 -1/96     $26,000      $114.04
   3507    Things Remembered     325    10/92 -1/02     $33,000      $101.54
   3512       The Eye Guys       220     3/91 -1/96     $25,000      $113.64
   3510      Baskin Robins       378     2/90 -1/95     $25,742      $ 68.10



It is difficult to ascribe a unit rate ($ per square foot) to the  kiosks at
Brookdale since they vary so much in size.  In the aggregate,  we  see  that
permanent kiosks  command  $25,000  to $33,000.   The  most  recent lease is
with  Piercing  Pagoda  at $32,000 per annum.  In this analysis we have
forecasted a  market rent of $27,500 for kiosks under 400 square feet and
$30,000  for those  in  excess  of $400 per square foot.   Bank  machines  are
ascribed  a  market  rent  of $12,000 per  annum.   Our  analysis assumes  five
(5) year terms with a 10 percent increase  in  rent after  the third lease
year.  It is noted that it is not uncommon for  some  kiosk  tenants  to pay
mall charges,  as  they  do  at Brookdale.

Concessions

Free rent is an inducement offered by developers to entice  a tenant  to locate
in their project over a  competitor's.   This marketing tool has become popular
in the leasing of office space, particularly in view of the over-building which
has  occurred  in many  markets.  As a rule, most major retail developers have
been successful  in  negotiating leases without including  free  rent. Our
experience  with  regional malls shows  that  free  rent  is generally  limited
to new projects in marginal locations  without strong anchor tenants that are
having trouble leasing, as well as older centers that are losing tenants to new
malls in their trade area.  Management reports that free rent has been a
relative non- issue  with  new  retail tenants.  A review of  the  most  recent
leasing confirms this observation.  It has generally been limited to one or two
months to prepare a suite for occupancy when it has been given.
    
Accordingly,  we do not believe that it will be necessary  to offer  free rent
to retail tenants at the subject.  It  is  noted that  while  we  have not
ascribed any free rent  to  the  retail tenants,  we  have, however, made
rather liberal  allowances  for tenant workletters which acts as a form of
inducement to convince a  tenant to locate at the subject.  These allowances
are liberal to  the  extent that ownership has been relatively successful  in
leasing  space  "as is" to tenants.  As will be  explained  in  a subsequent
section of this appraisal, we have made allowances  of $15.00  per square foot
to new (currently vacant) and $10.00  per square  foot for future turnover
space.  We have also ascribed  a rate of $1.00 per square foot to rollover
space.  Furthermore, we have  used  an allowance of $25.00 per square foot for
any  "raw" space presently located in the former Carson's Throat area.  This
assumption offers further support for the attainment of the  rent levels
previously cited.

Absorption

Finally,  our  analysis  concludes that  the current  vacant retail  space will
be absorbed over a four year  period through January  2000.  We have identified
46,154 square feet  of  vacant space, net of newly executed leases and pending
deals which  have good likelihood  of coming to fruition.  This is  equivalent
to 23.09% percent of mall GLA and 4.7 percent overall.
    
Of  this total approximately 19,689 square feet or 43 percent of  the  vacant
space  is space comprising the  former  Carson's Throat  area which was taken
back and reconstructed in  order  to accommodate mall shop space during 1994.
During the  past  year, two  leases for 2,972 square feet were signed in the
throat area: Regis  Hair  Style  (1,103 square feet) and  Radio  Shack  (1,869
square feet).
    
During  1995, four in-line suites and one kiosk were  vacated totaling 11,415
square feet.  The following table summarized  the vacated tenants.

                Tenant          Suit            Area (SF)

            Baskin Robins       3510                  378
             Burger King         250                2,407
            Kay-Bee Toys         270                3,883
              Lechters           246                2,946
               Sbarro            245                1,801

                Total                              11,415


It is noted that all of these tenants were located within the west mall portion
of the center.  This is the court area that led to  the former Sears entrance.
Since the reconfiguration of  the Sears entrance towards the central mall area,
foot traffic within the  west  mall  has  slowed and sales for  in-line tenants
has reportedly  suffered.   In order to stop this  trend,  management needs  to
find a destination type tenant for the west mall  which would increase foot
traffic.
    
               TABLE ILLUSTRATING LEASE-UP/ABSORPTION PROJECTIONS
                              FOR BROOKDALE CENTER

The chart on the facing page details our projected absorption schedule.

The  absorption of the in-line space over a four year  period is   equal   to
2,885  square  feet  per  quarter.    We   have conservatively assumed that the
space will all lease at the  1996 base  date  market  rent estimate as
previously referenced  which implies no rent inflation for this absorption
space.

Anchor Tenants

The  final  category  of  minimum  rent  is  derived  by  the contractual
ground  lease  obligations  among  the  two   anchor tenants.   In 1996, these
revenues total $195,930.  The following schedule details the major tenant rent
obligations.

                       Schedule of Anchor Tenant Revenues

                        Demised          Lease Expiration          Annual
        Tenant            Area             With Options             Rent

      JC Penney       140,320 SF*            12/2015             $  20,930
        Kohl's         75,000 SF*             1/2010             $ 175,000

        Total         215,320 SF*                  -             $ 195,930

* Represents building area and not necessarily the pad area subject to
ground lease.

Rent Growth Rates

Market  rent  will,  over the life of  a  prescribed  holding period,  quite
obviously follow an erratic pattern.  A review  of investor's  expectations
regarding  income  growth  shows   that projections  generally range between
3.00 and  4.00  percent  for retail  centers.   Cushman & Wakefield's Winter
1995  survey  of pension   fund,   REITs,  bank  and  insurance   companies,
and institutional advisors reveals that current income forecasts  are utilizing
average  annual  growth rates  between  zero  and  5.0 percent.   The  low  and
high mean is shown to  be  2.8  and  3.9 percent,  respectively.  (see Addenda
for survey  results).   The Peter  F.  Korpacz  Investor Survey (Fourth Quarter
1995)  shows slightly  more  conservative results  with  average  annual  rent
growth of 3.16 percent.
    
The   Minneapolis  metropolitan  area  in  general  has  been negatively
impacted  by the recession.   Sales  at  many  retail establishments have been
down for the past few years.  The impact of  Mall  of  America will likely
continue to  be  felt  as  some shakeout will inevitably continue.  Sales at
Brookdale have  been down as a result of the renovation to the Mervyn's Throat
area as well  as  the  general  economy around the  mall  and  heightened
competition  from its primary competitors.  The tenants'  ability to  pay rent
is closely tied to its increases in sales.  However, rent  growth can be more
impacted by competition and management's desire  to  attract  and keep certain
tenants that  increase  the mall's synergy and appeal.  As such, we have been
conservative in our  rent growth forecast.   Our market rent growth rate
forecast is summarized in the following chart.


                        Market Rent Growth Rate Forecast

                  Period                        Annual Growth Rate *
                1996-1998                                0.0%
                     1999                               +1.5%
                     2000                               +2.0%
                2001-2005                               +2.5%

* Indicated growth rate over the previous year's rent

Releasing Assumption

The  typical  lease  term for new in-line  retail  leases  in centers such as
the subject generally ranges from five to  twelve years.   Market practice
dictates that it is not uncommon to  get rent bumps throughout the lease terms
either in the form of fixed dollar  amounts  or a percentage increase based
upon  changes  in some  index, usually the Consumer Price Index (CPI).   Often
the CPI clause will carry a minimum annual increase and be capped  at a higher
maximum amount.
    
For new leases in the regional malls, ten year terms are most typical.
Essentially, the developer will  deliver  a  "vanilla" suite  with  mechanical
services roughed in and minimal  interior finish.   This  allows  the  retailer
to  finish  the  suite  in accordance with their individual specifications.
Because of  the up-front  costs incurred by the tenants, they require a ten
year lease  term  to  adequately amortize  these  costs.   In  certain
instances, the developer will offer some contribution to the cost of finishing
out a space over and above a standard allowance.
    
Upon lease expiration, it is our best estimate that there  is a 70 percent
probability that an existing tenant will renew their lease  while the remaining
30 percent will vacate their space  at this  time.   While the 30 percent may
be slightly high  by  some historic  measures,  we  think that it is a  prudent
assumption. Furthermore, the on-going targeted remerchandising will result in
early  terminations and relocations that will  likely  result  in some
expenditures by ownership.  An exception to this assumption exists with respect
to existing tenants who, at the expiration of their  lease,  have sales that
are substantially below  the  mall average  and have no chance to ever achieve
percentage  rent.  In these instances, it is our assumption that there is a 100
percent probability  that the tenant will vacate the property.   This  is
consistent   with   ownership's  philosophy  of   carefully   and selectively
weeding out under-performers.
    
As  stated, it is not uncommon to get increases in base  rent over  the life of
a lease.  The subject's recent leasing activity attests  to this observation.
Our global market assumptions  for non-anchor  tenants may be summarized as
shown on  the  following page.


                                Brookdale Center
                              Renewal Assumptions

                           Lease                           Free       Tenant
       Tenant Type          Term        Rent Steps         Rent    Alterations

   In-Line Mall Shops    10 years   10% in lease year 6     No          Yes

         Kiosks           5 years      No rent step         No           No
             yrs.


The  rent step schedule upon lease expiration applies in most instances.
However, there is one exception to  this  assumption with  respect to tenants
who are forecasted to be in a percentage rent situation during the onset
renewal period.  This could occur due  to  the  fact  that a tenant's sales
were  well  above  its breakpoint  at  the  expiration of  the  base  lease. In
these instances,  we have assumed a flat rent during the ensuing  lease term.
This conservative assumption presumes that ownership  will not  achieve rent
steps from a tenant who is also paying  overage rent  from day one of the
renewal term.  Nonetheless, we do  note that ownership has been successful in
some instances in achieving rent  steps when a tenant's sales place him in a
percentage  rent situation from the onset of a new lease.
    
Upon  lease rollover/turnover, the space is forecasted to  be released  at  the
higher of the last effective rent  (defined  as minimum  rent  plus overage
rent if any) and the ascribed  market rent  as detailed previously increasing
by our market rent growth rate assumption.

Conclusion - Minimum Rent

In  the initial full year of the investment (CY 1996), it  is projected  that
the subject property will produce  approximately $4,348,039  in  minimum rental
income.  This  estimate  of  base rental  income is equivalent to $21.74 per
square foot  of  total owned  GLA.   Alternatively, minimum rental income
accounts  for 45.0  percent of all potential gross revenues.  Further  analysis
shows  that over the holding period (CY 1996-2005), minimum  rent advances at
an average compound annual rate of 3.6 percent.  This increase  is  a synthesis
of the mall's lease-up,  fixed  rental increases  as well as market rents from
rollover or  turnover  of space.

Overage Rent

In  addition to the minimum base rent, many of the tenants of the subject
property have contracted to pay a percentage of their gross  annual sales over
a pre-established base amount as overage rent.   Many leases have a natural
breakpoint although  an  equal number  do  have  stipulated breakpoints.   The
average  overage percentage for small space retail tenants is in a range of 5
to 6 percent  with food court and kiosk tenants generally at 7  to  10 percent.
Anchor  tenants typically have  the  lowest  percentage clause with ranges of
1.5 to 3 percent which is common.
    
Traditionally, it takes a number of years for a retail center to  mature  and
gain  acceptance before generating  any  sizable percentage  income.  As a
center matures, the  level  of  overage rents typically becomes a larger
percentage of total revenue.  It is  a  major  ingredient protecting the equity
investor  against inflation. In  the  "Retail Market Analysis" section of this
report,  we discussed the historic and forecasted sales levels for  the  mall
tenants.
    
Because the mall has been involved in a number of changes, it is  difficult to
predict with accuracy what sales will be  on  an individual tenant level.  As
such, we have employed the following methodology.

    -   For existing tenants who report sales, we have forecasted that sales
        will continue at our projected sales growth rate as discussed below.

    -   For tenants who do not report sales or who do not have percentage
        clauses, we have assumed that a non- reporting tenant will always
        occupy that particular space.

    -   For new tenants, we have projected sales at the forecasted average for
        the center at the start of the lease.  In 1996 this would be
        approximately $250 per square foot.

On  balance,  our  forecasts are deemed to  be  conservative. Generally,  most
percentage rent is deemed to come from  existing tenants  with very little
forecasted from new tenants.  From  our experience we know that a significant
number of new tenants  will be  into a percentage rent situation by at least
the midpoint  of their  leases.   Furthermore, it should be noted that  JC
Penney supplies  a  large  percentage of the mall's overage  rent.   Our
conservative  posture  warrants that  there  exists  some  upside potential
through  a reasonable likelihood of  overage  revenues above our forecasted
level.
    
Thus,  in  the  initial full year of the  investment  holding period, overage
revenues are estimated to amount to $260,838 (net of  recaptures) equivalent to
$1.30 per square foot of total  GLA and 2.6 percent of potential gross
revenues.

Sales Growth Rates

In  the  "Retail Market Analysis" section of this report,  we discussed  that
retail  specialty store  sales  at  the  subject property have been declining
in recent years.
    
Retail sales in the Minneapolis MSA have been increasing at a compound  annual
rate  of  5.7 percent  per  annum  since  1985, according to Sales and
Marketing Management.  According  to  both the  Cushman & Wakefield and Korpacz
surveys, major investors are looking  at a range of growth rates of 0 percent
initially  to  a high  of  6  percent  in  their computational  parameters.
Most typically,  growth rates of 4 percent to 5 percent  are  seen  in these
surveys.
    
Nationally,  retail sales (excluding automotive  sales)  have been  increasing
at a compound annual rate of 6.2  percent  since 1980, and 4.9 percent per
annum since 1990.
    
After  considering all of the above, we have forecasted  that sales  for
existing tenants will decline by 2.0 percent in  1996. This is consistent with
recent performance at the mall as well as budgetary  projections. Subsequently,
we  have  forecasted  no growth for 1997, an increase of 1 percent in 1998 and
2.0 percent in  1999,  followed by a more normalized increase of 2.5  percent
per annum thereafter.

                           Sales Growth Rate Forecast

                        Period                  Annual Growth
                                                    Rate
                         1996                     -  2.0%
                         1997                       Flat
                         1998                      + 1.0%
                         1999                      + 2.0%
                         2000-2005                 + 2.5%


In  all,  we believe we have been conservative in  our  sales forecast for new
and turnover tenants upon the expiration  of  an initial  lease.   At lease
expiration, we have  forecasted  a  30 percent probability that a tenant will
vacate.
    
For  new  tenants,  sales  are established  either  based  on ownership's
forecast for the particular tenant or at  the  mall's average  sales  level.
Generally, for existing tenants  we  have assumed  that  sales continue
subsequent to lease  expiration  at their  previous  level  unless they  were
under-performers  that prompted a 100 percent turnover probability then sales
are  reset to the corresponding mall overage.
    
In  most  instances,  no overage rent is generated  from  new tenants  due to
our forecasted rent steps which serve  to  change the breakpoint.

Expense Reimbursement and Miscellaneous Income

By  lease  agreement, tenants are required to  reimburse  the lessor  for
certain  operating expenses.  Included  among  these operating  items  are real
estate taxes, common area  maintenance (CAM)  and  energy  for a few tenants.
Miscellaneous  income  is essentially derived from specialty leasing for
temporary tenants, Christmas  kiosks  and  other  charges  including  special
pass- throughs.   In  the  first full  year of the  investment,  it  is
projected  that the subject property will generate  approximately $4,864,890 in
reimbursements for operating expenses and  $475,000 in other miscellaneous
income.

Common  area  maintenance and real estate tax recoveries  are generally  based
upon the tenants pro-rata share of  the  expense item.   Because  it  is  an
older center, there  exists  numerous variations to the calculation procedure
of each.  We have  relied upon  ownership's calculation for the various
recovery  formula's for  taxes  and CAM.  Generally for most mall tenants,
there  are three types of CAM calculations.  At rollover, all of the tenants
are  assumed  to be subject to the Type D recovery which  is  the standard
lease  currently in effect.  This recovery  calculation includes  part  of  the
management expense;  indoor  and  outdoor common area maintenance; depreciation
and a portion of the mall's general  and administrative costs.  Approximately
58  percent  of the  management fee is recoverable.  The standard lease
provides for   the   recovery  of  these  expenses  plus  a   15   percent
administrative fee.

Common Area Maintenance

Provided  below is a summary of the standard CAM clause  that exists for a new
tenant.

                  Common Area Maintenance Recovery Calculation

        CAM Expense                                  Actual for year
                                       (inclusive of portion of management fee)
           Less:                         Contributions from department stores
            Add:                                 15% Administration Fee
         Equals:                        Net pro-ratable CAM billable to mall
                                           tenants on the basis of gross
                                           leasable occupied area (GLOA).

All  department  stores pay varying amounts for  CAM.   Their contributions,
are  collectively  detailed  under  MAJOR'S   CAM CONTRIBUTION on the cash
flow.  The formulas are generally  quite complicated, having evolved over the
years through additions  and deletions  to  the  expense structure.   The  1996
budgeted  CAM billings for the majors can be detailed as follows:


                           CAM 1996 Obligation Budget

                       Mervyn's                   $  341,604
                      JC Penney                   $  232,032
                        Sears                     $  382,248
                       Dayton's                   $  315,816

                        Total                     $1,271,700

Real Estate Taxes

Generally, real estate tax recoveries are based upon  a  mall tenant's pro-rata
share (defined on the basis  of  GLOA).   The majors  have varying contribution
amounts that are first deducted from  the gross expense before allocating the
balance to the mall shops.
    
JC  Penney  pays taxes on its building separately.   They  do make  a
contribution based upon its allocated share  of  certain land  taxes.  Dayton's
pay taxes on its allocated portion of  the enclosed  mall  and parking area
land taxes.  Mervyn's  (formerly when  it  was Carson's) had been paying taxes
but we are  advised that  there  was  a  change  to their deal  and  they  no
longer contribute.   The  1996  budgeted  major's  tax  recoveries   are
estimated as follows:

                   Tax                    1996
                Obligation               Budget

                JC Penney               $194,748
                Dayton's                $283,680
                 Total                  $478,428

Energy

Energy  recoveries  are  related to  HVAC  charges  for  that portion  of  the
mall that uses the central  plant.   Generally, Dayton's  is responsible for
all of the recovery.  Central  plant charges  are  passed through with a profit
of 15 percent.   Kiosk tenants  had  been paying for energy but management  had
stopped billing them for this expense.

Miscellaneous Income

Miscellaneous revenues are derived from a number of  sources. One  of  the more
important is specialty leasing.  The  specialty leasing  is  related to
temporary tenants that occupy vacant  in- line  space.  General Growth has been
relatively successful  with this procedure at many of their malls.
    
Other  sources  of miscellaneous revenues included  forfeited security
deposits,  temporary kiosk (Christmas)  rentals,  phone revenues,  lottery
commissions, and income from  the  renting  of strollers  and the community
room.  The budget for 1996  projects miscellaneous revenues of $212,000.  A
portion of this  ($30,000) was  for  interest which we typically do not
include.   Thus,  we have  forecasted miscellaneous income of $175,000  in
1996.   In addition,   management  is  projecting  $300,000  from  temporary
tenants  in  1996.   We  have used $300,000  in  our  first  year forecast. On
balance, we have forecasted these aggregate  other revenues at $475,000 which
we project will grow by 3 percent  per annum.   Our  forecast for these
additional revenues  is  net  of provision for vacancy and credit loss.

Allowance for Vacancy and Credit Loss

The  investor  of an income  producing property is  primarily interested in the
cash revenues that an income-producing property is  likely  to produce annually
over a specified period  of  time rather  than what it could produce if it were
always 100  percent occupied  and all the tenants were actually paying rent  in
full and  on  time.  It is normally a prudent practice to expect  some income
loss, either in the form of actual vacancy or in the  form of  turnover,
non-payment or slow payment by tenants.   We  have reflected  a  7.0  percent
contingency for  both  stabilized  and unforeseen  vacancy  and  credit loss.
Please  note  that  this vacancy  and credit loss provision is applied to all
mall tenants equally  and  is  exclusive of all revenues generated  by  anchor
stores.
    
We  have phased in the 7 percent factor as the mall leases up based upon the
following schedule.

                        1996              3%
                        1997              4%
                        1998              5%
                        1999              6%
                        2000-2005         7%


In  this analysis we have also forecasted that there is a  70 percent
probability  that an existing tenant  will  renew  their lease.   Upon
turnover,  we  have  forecasted  that  rent   loss equivalent  to  six months
would be incurred to account  for  the time  and/or  costs associated with
bringing the  space  back  on line.   Thus,  minimum rent as well as overage
rent  and  certain other income has been reduced by this forecasted
probability.
    
We  have  calculated  the effect of the  total  provision  of vacancy  and
credit loss on the in-line shops (inclusive  of  the kiosks).   Through the 10
years of this cash flow  analysis,  the total allowance for vacancy and credit
loss, including provisions for  downtime,  ranges  from  a low  of  7.77
percent  of  total potential  gross  revenues to a high  of  23.01  percent  in
the initial year of the holding period in the mall.  On average,  the total
allowance  for vacancy and credit loss over  the  10  year projection period is
11.42 percent of these revenues.



                          Total Rent Loss Forecast (%)

      CY Year        Physical Vacancy       Global Vacancy     Total Vacancy*

        1996               20.01                 3.00               23.01
        1997               15.78                 4.00               19.78
        1998                7.53                 5.00               12.53
        1999                1.87                 6.00                7.87
        2000                1.48                 7.00                8.48
        2001                1.43                 7.00                8.43
        2002                0.87                 7.00                7.87
        2003                0.77                 7.00                7.77
        2004                3.27                 7.00               10.27
        2005                1.16                 7.00                8.16
        Mean                5.42                 6.00               11.42

    *    Includes provision for unforeseen vacancy and credit loss as well
         as provision for weighted downtime.


As  discussed,  if an existing mall tenant  is  a  consistent under-performer
with sales substantially below the  mall  average then  the  turnover
probability applied is  100  percent.   This assumption,  while  adding  a
degree  of  conservatism  to   our analysis,  reflects the reality that
management will  continually strive  to  replace under performers.  On balance,
the  aggregate deductions  of all gross revenues reflected in this analysis are
based  upon  overall long-term market occupancy  levels  and  are considered
what a prudent investor would conservatively allow for credit  loss.  The
remaining sum is effective gross income  which an  informed  investor  may
anticipate the  subject  property  to produce.   We  believe  this is
reasonable in  light  of  overall vacancy  in  this subject's market area as
well  as  the  current leasing structure at the subject.

Effective Gross Income

In  the  initial  full  year  of  the  investment,  CY  1996, effective  gross
revenues ("Total Income" line on cash flow)  are forecasted  to amount to
approximately $9,735,680, equivalent  to $48.70 per square foot of total owned
GLA.

                                Brookdale Center
                        Effective Gross Revenue Summary
                       Initial Year of Investment - 1996

                                Aggregate Sum       Unit Rate     Income Ratio

Potential Gross Income           $9,948,767          $49.76          100.0%

Less: Vacancy and Credit Loss    $  213,087          $ 1.07            2.1%

Effective Gross Income           $9,735,680          $48.70           97.9%


Expenses

The  total expenses incurred in the production of income from the   subject
property   are  divided  into   two   categories: reimbursable  and
non-reimbursable items.   The  major  expenses which  are  reimbursable include
real estate taxes,  common  area maintenance,  and  certain energy expenses. As
mentioned,  some general and administrative expenses as well as a portion  of
the management  fee  is  recoverable.  The non-reimbursable  expenses
associated with the subject property include certain general  and
administrative   expenses,  ownership's   contribution   to   the marketing
fund,  management charges (a portion is  recovered  as part   of  CAM),
miscellaneous  expenses,  a  reserve  for   the replacement  of short-lived
capital components, alteration  costs associated  with  bringing the space up
to  occupancy  standards, leasing  commissions  and a provision for  capital
expenditures. Unless  otherwise cited, expenses are forecasted to grow  by  3.5
percent per annum over the holding period.
    
The various expenses incurred in the operation of the subject property  have
been  estimated from information  provided  by  a number  of  sources.   We
have reviewed the  subject's  component operating  history for prior years as
well as  the  owner's  1996 budget for these expense items.  This information
is provided  in the Addenda.  We have compared this information to published
data which  are  available, as well as comparable expense information. Finally,
this  information has been tempered by  our  experience with other regional
shopping centers.
    
Expense Growth Rates

Expense  growth  rates are generally forecasted  to  be  more consistent   with
inflationary  trends  than  necessarily   with competitive  market forces.  The
Winter 1995 Cushman &  Wakefield survey  of  regional malls found the low and
high mean from  each respondent  to be 3.75 percent.  The Fourth Quarter 1995
Korpacz survey  reports that the range in expense growth rates  was  from 3.0
percent to 5.0 percent with an average of 3.98 percent, down 13  basis  points
from  one year ago.  Unless  otherwise  cited, expenses are forecasted to grow
by 3.5 percent per annum over the holding period.
    
Reimbursable Operating Expenses

We  have  analyzed  each  item of  expense  individually  and attempted to
project what the typical investor in a property like the  subject  would
consider  reasonable,  based  upon  informed opinion,  judgment and experience.
The following is  a  detailed summary  and  discussion of the reimbursable
operating  expenses incurred  in  the  operation of the subject property during
the initial year of the investment holding period.


    Common  Area Maintenance - This expense category includes the  annual  cost
    of miscellaneous building  maintenance contracts,  recoverable  labor  and
    benefits,  security, insurance,   landscaping,  snow  removal,  cleaning
    and janitorial,   exterminating,  supplies,  trash   removal, exterior
    lighting,  common area energy,  gas  and  fuel, equipment  rental, interest
    and depreciation,  and  other miscellaneous  charges.  A portion of the
    management  fee is  recoverable as part of CAM as is a portion of certain
    general   and  administrative  expenses.   In   addition, ownership  can
    generally  recoup  the  cost  of  certain extraordinary capital items from
    the tenants.  Typically, this   is   limited  to  certain  miscellaneous
    capital expenditures.   In malls like the subject where  the  CAM budget is
    high,  discretion must be  exercised  in  not trying  to  pass along every
    charge as the  tenants  will resist.   Historically, the annual  CAM
    expense  (before anchor contributions) can be summarized as follows:

                         Brookdale Center
                         Unit CAM Billings
                            "D" Lease

                Year                    Aggregate Amount

                1990                       $1,652,300
                1991                       $1,911,600
                1992                       $1,650,200
                1993                       $1,767,800
                1994                       $1,868,000
                1995 Forecast              $1,927,700
                1996 Budgeted              $1,882,700

    The  1996  CAM  budget  is shown to  be  $1,822,700.   An allocation
    of this budget by line item is as follows:

                       1995 CAM Expense Allocation

      Administrative, Payroll and Office           $   242,800
      Security                                     $   475,900
      Maintenance                                  $   696,300
      Liability Insurance                          $   219,500
      Utilities                                    $   248,200
      Total                                        $ 1,822,700


    Over the past five years, management has been capable  of maintaining  the
    expense  under  $2,000,000.    In   our analysis,  we  have  reflected a
    first  year  expense  of $1,900,000  (before  inclusion of  the  management
    fee). Billable CAM is determined after adding in 58 percent  of the
    management  fee and depreciation, deducting  major's contributions  and
    adding the 15 percent  administrative fee.

    Real Estate Taxes - The projected taxes to be incurred in 1996 are equal to
    $2,471,000.  As discussed, the standard recovery  for  this expense is
    charged on  the  basis  of average  occupied  area  of non-major  mall
    tenant  GLA. Taxes  are  charged  to  the  mall  tenants  after  first
    deducting  department store contributions.  This  expense item is projected
    to increase by 4 percent per annum over the balance of the investment
    holding period.


              TABLE COMPARING COMMON AREA MAINTENANCE EXPENSE FOR
                     VARIOUS MSAs AROUND THE UNITED STATES

    Energy  -  Energy costs consist of the cost  to  run  the central  plant as
    it provides HVAC services  to  certain tenants.  Energy costs have been
    historically reported as follows:

                        Year                    Amount
                        1990                    $216,500
                        1991                    $215,600
                        1992                    $210,300
                        1993                    $261,200
                        1994                    $282,100
                        1995                    $245,700
                        1996(Budget)            $217,200


    We have estimated the 1996 expense at $220,000.  The only department store
    who contributes to this energy  cost  is Dayton's,   whose  1995
    contribution  is  estimated   at $249,800.  We are advised that ownership
    can charge a  15 percent   administrative   fee   for   their   costs   in
    administrating   this  program.   Energy   expenses   are forecasted  to
    grow by 3.5 percent per annum  throughout the holding period.


        TABLE ANALYZING OPERATING INCOME & EXPENSE FOR BROOKDALE CENTER
                1992 TO 1994 ACTUAL, 1995 FORECAST, 1996 BUDGET


Non-Reimbursable Expenses

The  total  annual non-reimbursable expenses of  the  subject property  are
projected  from accepted  practices  and  industry standards.   Again, we have
analyzed each item of expenditure  in an  attempt  to project what the typical
investor in  a  property similar  to  the  subject would consider reasonable,
based  upon actual   operations,  informed  opinion  and   experience.    The
following   is  a  detailed  summary  and  discussion   of   non- reimbursable
expenses incurred in the operation of  the  subject property  for the initial
year.  Unless otherwise stated,  it  is our  assumption that these expenses
will increase by 3.5  percent per annum thereafter.

    General  and Administrative (Non-CAM) - Expenses  related to  the
    administrative aspects of the mall include  costs particular  to  the
    operation  of  the  mall   including salaries,   travel  and entertainment,
    and   dues   and subscriptions.  A provision is also made for professional
    services  including legal and accounting fees  and  other professional
    consulting services.  In 1996,  we  reflect general and administrative
    expenses of $300,000.
    
    Promotion  - We have ascribed a 1996 expense of  $200,000 for ownership's
    contribution   to   the    Merchants Association.  This expense is
    considered high, however in our  opinion is required to aid in the lease-up
    of vacant spaces.   Promotional expenses are decreased to  $150,000 in
    1997, and to $100,000 in 1998, and then grown by  the expense growth rate.
    
    Miscellaneous - This catch-all category is  provided  for various
    miscellaneous and sundry expenses that ownership will  typically incur.
    Such items as unrecovered  repair costs,  non-recurring expenses, expenses
    associated  with maintaining the vacant space and bad debts in  excess  of
    our credit loss provision would be included here.  In the initial year,
    these miscellaneous items are forecasted to amount to approximately
    $35,000.
    
    Management  -  The  annual cost of managing  the  subject property  is
    projected to be 4.5 percent of minimum  and percentage  rent.  In the
    initial year of  our  analysis, this amount is shown to be $207,399.
    Alternatively, this amount  is  equivalent to approximately  2.1  percent
    of effective gross income.  Our estimate is reflective of  a typical
    management agreement with a firm in the business of  providing professional
    management  services.   This amount is considered typical for a retail
    complex of this size.   Our  investigation  into  the  market  for   this
    property type indicates an overall range of fees of 3  to 5  percent. Since
    we have reflected a structure where we separately charge leasing
    commissions, we have  used  the mid-point of the range as providing for
    compensation  for these services.  In addition, a portion of the management
    fee is deducted before passing on the balance to the mall tenants as part
    of CAM.
    
    Alterations - The principal component of this expense  is ownership's
    estimated cost to prepare a vacant suite  for tenant use.  At the
    expiration of a lease, we have made a provision  for the likely expenditure
    of some  monies  on ownership's  part for tenant improvement allowances. In
    this  regard,  we have forecasted a cost  of  $10.00  per square  foot for
    turnover space (initial cost growing  at expense growth rate) weighted by
    our turnover probability of  30  percent.  We have forecasted a rate of
    $1.00  per square  foot for renewal (rollover) tenants, based  on  a
    renewal  probability  of 70 percent.   The  blended  rate based  on  our
    70/30 turnover probability  is  therefore $3.10  per  square foot.  It is
    also noted that ownership has  been relatively successful in releasing
    space in its "as  is"  condition.  Evidence of this  is  seen  in  our
    previously  presented summary of recent leasing  activity at  the mall.  In
    order to facilitate the lease-up of the Mervyn's throat area space which is
    in raw condition,  we have  forecasted a workletter of $25.00 per square
    foot. For  all other currently vacant second generation  space, we have
    used a rate of $15.00 per square foot in order to expedite   the  lease-up.
    All  alteration   costs   are forecasted  to  increase  at our implied
    expense  growth rate.
    
    Capital Expenditures - Ownership has budgeted for certain capital
    expenditures which represent items outside of the normal  repairs  and
    maintenance  budget.   As  of  this writing,  the  capital expenditure
    budget  has  not  been approved  but we can make some provisions with
    reasonable certainty for certain repairs.  Capital projects on-going at
    Brookdale   Center  include  the  building   systems upgrades, lot lighting
    and signage, roof and parking  lot replacement  and  seal coating, and
    other  capital  items identified  within General Growth's 1996  Annual
    Budget. We  have also made a provision for an interior renovation during
    1997 and 1998.
    
    It  was  our  opinion that a prudent investor would  make some  provision
    for necessary repairs and  upgrades.   To this  end, we have reflected
    expenditures of $650,000  in 1996,  $450,000  in 1997, $350,000 in 1998,
    $250,000  in 1999,  and  $100,000 per annum thereafter.  In  addition, the
    property is in need of general upgrading.   We  have reflected   a   cost
    of   $4,500,000   equivalent    to approximately $22.50 per square foot of
    mall  GLA  to  be split up between 1997 and 1998.
    
    ACM  Abatement  -  General Growth has also  budgeted  for asbestos
    abatement in the mall as tenant space is  turned over  and  abatement is
    required during  renovation.   We have   therefore   included  abatement as
    a   capital expenditure   in  our  cash  flow.   In  1996,   asbestos
    abatement  is scheduled to total $150,000.  This  expense decreases to
    $100,000 for 1997, and $50,000 in  1998  and 1999.
    
    Dayton's  Operating  Agreement - As  discussed,  Dayton's operating
    covenant expires in 1996.  In  order  to  keep this  important  anchor
    tenant at  the  mall,  ownership should  prudently expect to contribute
    toward a  retrofit of the store.  Based on conversations with management,
    we have   budgeted   $10,000,000  which  is  equivalent   to approximately
    $51.20 per square foot.
    
    Renovation  -  Another expense that will be necessary  to keep  Dayton's at
    the  mall, as  well  as  attract  new tenants,  will be a complete
    renovation of the  property. Based  on conversations with management, this
    expense  is estimated at $5,000,000 and is incurred in 1997.
    
    Replacement Reserves - It is customary and prudent to set aside  an  amount
    annually for the replacement of  short- lived  capital  items such as the
    roof, parking  lot  and certain  mechanical items.  The repairs  and
    maintenance expense  category has historically included some  capital items
    which  have been passed through  to  the  tenants. This  appears to be a
    fairly common practice  among  most malls.  However, we feel that over a
    holding period  some repairs or replacements will be needed that will  not
    be passed  on to the tenants.  Due to the inclusion of  many of the capital
    items in the maintenance expense category, the  reserves for replacement
    classification need not  be sizable.  This becomes a more focused issue
    when the  CAM expense  starts to get out of reach and tenants begin  to
    complain.  For purposes of this report, we have estimated an  expense of
    $0.15 per square foot of owned GLA  during the  first  year, thereafter
    increasing  by  our  expense growth rate throughout our cash flow analysis.

Net Income/Net Cash Flow
The   total   expenses  of  the  subject  property  including alterations,
commissions, capital expenditures, and reserves  are annually  deducted from
total income, thereby leaving a  residual net  operating income or net cash
flow to the investors  in  each year  of  the holding period before debt
service.  In the initial year  of investment, the net income is forecasted to
be equal  to $4,402,281 which is equivalent to 45.2 percent of effective gross
income.  Deducting other expenses including capital items results in a net cash
flow loss of ($6,634,144).

                                Brookdale Center
                               Operating Summary
                       Initial Year of Investment - 1996

                             Aggregate Sum      Unit Rate*    Operating Ratio

Effective Gross Income         $ 9,735,680        $48.70            100.0%
Operating Expenses             $ 5,333,399        $26.68             54.8%
Net Income                     $ 4,402,281        $22.02             45.2%
Other Expenses                 $11,036,425        $55.20            113.0%
Cash Flow                     ($ 6,634,144)      ($33.18)           (68.1%)

   *  Based on total owned GLA of 199,922 square feet.

Our  cash  flow  model has forecasted the following  compound annual growth
rates over the ten year holding period 1996-2005.

                Net Operating Income             2.74%


Overall, this is a reasonable forecast for a property of  the subject's calibre
and growth pattern which should  attract  some investor interest.

Investment Parameters

After  projecting  the income and expense components  of  the subject property,
investment parameters must be set in order  to forecast  property  performance
over the holding  period.   These parameters  include the selection of
capitalization  rates  (both initial and terminal) and application of the
appropriate discount or  yield  rate, also referred to as the internal rate of
return (IRR).

Selection of Capitalization Rates

Overall Rate

The  overall  capitalization rate bears a direct relationship between net
operating income generated by the real estate in  the initial  year of
investment (or initial stabilized year) and  the value  of  the asset in the
marketplace.  Overall rates are  also affected  by  the existing leasing
schedule of the property,  the strength  or weakness of the local rental
market, the  property's position  relative to competing properties, and  the
risk/return characteristics associated with competitive investments.

The  trend has been for rising capitalization rates.  We feel that  much of
this has to do with the quality of the product that has  been  selling. Sellers
of the better  performing  dominant Class  A  malls  have been unwilling to
waver on  their  pricing. Many  of the malls which have sold over the past 18
to 24  months are  found  in  less desirable second or third tier locations  or
represent  turnaround situations with properties that  are  posed for expansion
or remerchandising.  With fewer buyers for the top performing assets, sales
have been somewhat limited.

                          Overall Capitalization Rates
                              Regional Mall Sales

                Year            Range          Mean       Basis Point Change

                1988        5.00% - 8.00%      6.16%                       -
                1989        4.58% - 7.26%      6.05%                     -11
                1990        5.06% - 9.11%      6.33%                     +28
                1991        5.60% - 7.82%      6.44%                     +11
                1992        6.00% - 7.97%      7.31%                     +87
                1993        7.00% -10.10%      7.92%                     +61
                1994        6.98% -10.29%      8.37%                     +45
                1995        7.47% -11.10%      9.14%                     +79


The  data  above shows that, with the exception of 1989,  the average  cap rate
has shown a rising trend each  year.   Between 1988  and  1989,  the average
rate declined by 11  basis  points. This  was  partly a result of dramatically
fewer transactions  in 1989 as well as the sale of Woodfield Mall at a reported
cap rate of  4.58 percent.  In 1990, the average cap rate jumped 28  basis
points  to  6.33 percent.  Among the 16 transactions we  surveyed that year,
there was a marked shift of investment criteria upward with  additional basis
point risk added due to the  deteriorating economic  climate  for commercial
real estate.  Furthermore,  the problems  with  department store anchors added
to  the  perceived investment risk.
    
1992  saw  owners become more realistic in their  pricing  as some looked to
move product because of other financial pressures. The  87  basis point rise to
7.31 percent reflected  the  reality that,  in many markets, malls were not
performing as strongly  as expected.  A continuation of this trend was seen in
1993  as  the average  rate increased by 61 basis points.  The trend  in  deals
over  the past two year period shows a respective rise in average cap  rates of
45  and  59 basis points.   For  the  year,  1994 transactions  were  a  mix of
quality  ranging  from   premier, institutional  grade centers (Biltmore
Fashion  Park,  Riverchase Galleria)  to  B-centers  such as Corte Madera  Town
Center  and Crossroads Mall.  The continuation of this trend into 1995 is  in
evidence  as  owners  of  the better  quality  malls  are  either aggressively
pricing them or keeping them off of the market until it improves further. Also,
the beating that REIT stocks took has forced  up  their yields thereby putting
pressure on the  pricing levels they can justify.
    
Much  of  the buying over the past 18 to 24 months  has  been opportunistic
acquisitions involving properties selling  near  or below replacement cost.
Many of these properties have languished due to lack of management focus or
expertise as well as a limited ability to make the necessary capital
commitments for growth.  As these  opportunities  become harder  to  find,  we
believe  that investors will again begin to focus on the stable returns of  the
dominant Class A product.

The  Cushman  & Wakefield's Winter 1995 survey  reveals  that going-in  cap
rates for regional shopping centers range  between 7.0  and  9.0 percent with a
low average of 7.47 and high average of  8.25  percent,  respectively; a spread
of  78  basis  points. Generally,  the change in average capitalization rates
over  the Spring  1995  survey shows that the low average  decreased  by  3
basis  points,  while the upper average increased by  15  points. Terminal,  or
going-out rates are now averaging  8.17  and  8.83 percent, representing a
decrease of 22 basis points and 23  basis points, from Spring 1995 averages.


                Cushman & Wakefield Valuation Advisory Services
                 National Investor Survey - Regional Malls (%)

Investment        Winter 1994            Spring 1995           Winter 1995
Parameters       Low       High        Low        High       Low       High

OAR/Going-In  6.50-9.50  7.50-9.50   7.00-8.50  7.50-8.50  7.00-8.00  7.50-9.00
                 7.6        8.4        7.50        8.1        7.47       8.25

OAR/Terminal  7.00-9.50  7.50-10.50  7.50-8.75  8.00-9.25  7.00-9.00 8.00-10.00
                 8.0        8.8        7.95        8.6        8.17       8.83

  IRR        10.00-11.5 10.00-13.0  10.00-11.5 11.00-12.0 10.00-11.5 10.50-12.0
                10.5       11.5       10.70       11.4       10.72      11.33


The  Fourth  Quarter 1995 Peter F. Korpacz survey finds  that cap  rates have
remained relatively stable.  They recognize  that there  is extreme competition
for the few premier malls that  are offered  for sale which should exert
downward pressure on  rates. However,  most  of the available product is B or C
quality  which are  not attractive to most institutional investors.  The survey
did,  however, note a dramatic change for the top tier investment category of
20 to 30 true "trophy" assets in that investors think it  is unrealistic to
assume that cap rates could fall below  7.0 percent.


                         NATIONAL REGIONAL MALL MARKET
                              FOURTH QUARTER 1995

    KEY INDICATORS             CURRENT              LAST          YEAR AGO
Free & Clear Equity IRR        QUARTER           QUARTER

RANGE                       10.00%-14.00%     10.00%-14.00%    10.00%-14.00%
AVERAGE                         11.55%            11.55%           11.60%
CHANGE (Basis Points)             -                 0               - 5
Points)

Free & Clear Going-In Cap Rate

RANGE                        6.25%-11.00%      6.25%-11.00%     6.25%-11.00%
AVERAGE                          7.86%             7.84%            7.73%
CHANGE (Basis Points)             -                + 2              +13

Residual Cap Rate

RANGE                        7.00%-11.00%      7.00%-11.00%     7.00%-11.00%
AVERAGE                          8.45%             8.45%            8.30%
CHANGE (Basis Points)             -                 0               +15

Source:  Peter Korpacz Associates, Inc. - Real Estate Investor Survey Fourth
Quarter - 1995


As  can be seen from the above, the average IRR has decreased by  5  basis
points to 11.55 percent from one year ago.  However, it is noted that this
measure has been relatively stable over the past  three months.  The quarter's
average initial free and clear equity cap rate rose 13 basis points to 7.86
percent from a  year earlier, while the residual cap rate increased 15 basis
points to 8.45 percent.
    
Most  retail  properties  that are  considered  institutional grade   are
existing,  seasoned  centers  with  good  inflation protection  that  offer
stability in  income  and  are  strongly positioned to the extent that they are
formidable barriers to new competition.   Equally  important are centers  which
offer  good upside  potential after face-lifting, renovations, or  expansion.
With new construction down substantially, owners have accelerated renovation
and  re-merchandising programs.   Little  competition from  over-building is
likely in most mature markets within which these  centers  are  located.
Environmental  concerns  and  "no- growth" mentalities in communities are now
serious impediments to new retail development.
    
Finally,  investors have recognized that the retail landscape has  been
fundamentally altered by consumer lifestyles  changes, industry consolidations
and  bankruptcies.   This  trend   was strongly  in evidence as the economy
enters 1996 in view  of  the wave  of  retail  chains whose troublesome
earnings  are  forcing major restructures or even liquidations.  (The reader is
referred to  the  National Retail Overview in the Addenda of this report).
Trends toward more casual dress at work and consumers growing pre- occupation
with  their leisure and home lives have  created  the need for refocused
leasing efforts to bring those tenants to  the mall that help differentiate
them from the competition.  As such, entertainment,  a loosely defined concept,
is  one  of  the  most common  directions malls have taken.  A trend toward
bringing  in larger  specialty and category tenants to the  mall  is  also  in
evidence.  The risk from an owners standpoint is finding that mix which works
the best.
    
Nonetheless, the cumulative effect of these changes has  been a  rise  in rates
as investors find it necessary to adjust  their risk premiums in their
underwriting.
    
Based  upon  this discussion, we are inclined  to  group  and characterize
regional   malls  into  the   general   categories following:

   Cap Rate Range        Category

   7.0% to 7.5%          Top 20 to 25+/- malls in the country.

   7.5% to 8.5%          Dominant Class A investment grade property, high sales
                         levels, relatively good health ratios, excellent
                         demographics (top 50 markets), and considered to
                         present a significant barrier to entry within its
                         trade area.

   8.5% to 10.5%         Somewhat broad characterization of investment quality
                         properties ranging from primary MSAs to second tier
                         cities.  Properties at the higher end of the scale are
                         probably somewhat vulnerable to new competition in
                         their market.

   10.5% to 12.0%        Remaining product which has limited appeal or
                         significant risk which will attract only a smaller,
                         select group of investors.

Conclusion - Initial Capitalization Rate

Brookdale Center is an older property that has been  impacted by  its
competition, changing demographics, and  aging physical plant. In addition, the
threat of competition has  intensified and  the possibility exists that
Dayton's could leave should one of the proposed malls be built.
    
We  do not believe that the conversion of the former Carson's store  to  a
Mervyn's will have a material impact on the center's investment appeal.  While
new to the region, Dayton's is making a major  commitment  to  the Twin Cities
area by  converting  seven units  to this new store format.  Although through
its first  six months  Mervyn's  has  not had so much of a  positive  impact as
expected,  the lower price points offered by Mervyn's  compliment the  higher
priced  apparel found at the  traditional  Dayton's. Mervyn's market niche is
more representative of Brookdale's trade area.   While it will compete with
Kohl's, the two stores  should act  as  a  more cohesive draw to the mall and
enhance its  total trade area draw.
    
We  do  recognize  that management has  been  addressing  the physical  issues
and  continues to  be  modestly  successful  in attracting  new  tenants  to
the mall.   The  renovation  of  the Mervyn's throat area will be a long term
benefit to the property. However, due to the uncertainty of Dayton's, the
overall physical state of the mall, as well as increased competition, any
investor would  view  the subject as an investment risk and would  require the
potential for high returns.
    
On  balance,  a  property  with the  characteristics  of  the subject would
potentially trade at an overall rate between  10.75 and 11.25 percent based on
first year income if it were operating on a stabilized operating income basis.

Terminal Capitalization Rate

The  residual  cash flows annually generated by  the  subject property comprise
only the first part of the  return  which  an investor  will receive.  The
second component of this  investment return  is  the  pre-tax cash proceeds
from  the  resale  of  the property  at  the  end of a projected investment
holding  period. Typically, investors will structure a provision in their
analyses in the form of a rate differential over a going-in capitalization rate
in projecting a future disposition price.  The view is that the  improvement is
then  older and the  future  is  harder  to visualize  hence  a slightly higher
rate is warranted  for  added risks  in  forecasting.  On average, our rate
survey shows  a  38 basis point differential.
    
Therefore,  to the range of stabilized overall capitalization rates,  we  have
added 25 basis points to arrive at  a  projected terminal capitalization rate
ranging from 11.00 to 11.50 percent. This provision is made for the risk of
lease up and maintaining a certain  level of occupancy in the center, its level
of  revenue collection, the prospects of future competition, as well  as  the
uncertainty of maintaining the forecasted growth rates over  such a  holding
period.  In our opinion, this range of terminal  rates would  be appropriate
for the subject. Thus, this range of  rates is  applied  to the following
year's net operating income  before reserves,   capital   expenditures, leasing
commissions   and alterations as it would be the first received by a new
purchaser of  the  subject property.  Applying a rate of say 11.25  percent for
disposition, a current investor would dispose of the subject property  at  the
end of the investment holding  period  for  an amount  of approximately
$51,246,053 based on 2006 net income  of approximately $5,765,181.
    
From  the projected reversionary value to an investor in  the subject property,
we have made a deduction to  account  for  the various transaction costs
associated with the sale of an asset of this  type.   These  costs consist of
2.0 percent  of  the  total disposition  price of the subject property as  an
allowance  for transfer   taxes,  professional  fees,  and  other miscellaneous
expenses  including an allowance for alteration  costs  that  the seller pays
at final closing.  Deducting these transaction  costs from  the computed
reversion renders pre-tax the net proceeds  of sale to be received by an
investor in the subject property at the end of the holding period.
                                

                           Net Proceeds at Reversion

                                         Less Costs of Sale and
 Net Income 2006    Gross Sale Price     Miscellaneous Expenses   Net Proceeds
                                             Expenses @ 2.0%

    $5,765,181        $51,246,053              $1,024,921         $50,221,132
    

Selection of Discount Rate

The  discounted cash flow analysis makes several  assumptions which  reflect
typical investor requirements for yield  on  real property.   These assumptions
are difficult to directly  extract from  any  given market sale or by
comparison to other investment vehicles.   Instead,  investor  surveys  of
major  real   estate investment  funds and trends in bond yield rates are often
cited to support such analysis.
    
A yield or discount rate differs from an income rate, such as cash-on-cash
(equity  dividend rate),  in  that  it  takes  into consideration all equity
benefits, including the equity reversion at  the  time  of resale and annual
cash flow from the  property. The internal rate of return is the single-yield
rate that is used to  discount all future equity benefits (cash flow and
reversion) into the initial equity investment.  Thus, a current estimate  of
the  subject's  present value may be derived by  discounting  the projected
income stream and reversion year sale at the property's yield rate.
    
Yield rates on long term real estate investments range widely between property
types.  As cited in Cushman & Wakefield's Winter 1995 survey, investors in
regional malls are currently looking at broad  rates  of  return  between 10.0
and  12.00  percent,  down slightly  from our last two surveys.  The indicated
low and  high means  are  10.72  and  11.33 percent,  respectively.   Peter  F.
Korpacz  reports  an  average internal rate of  return  of  11.55 percent  for
the Fourth Quarter 1995, down 5  basis points  from the year ago level.
    
The yield rate on a long term real estate investment can also be  compared with
yield rates offered by alternative  financial investments since real estate
must compete in the open market for capital.  In developing an appropriate risk
rate for the subject, consideration has been given to a number of different
investment opportunities.  The following is a list of rates offered by other
types of securities.

              Market Rates and Bond Yields (%)             February, 1996

                Reserve Bank Discount Rate                      5.00
               Prime Rate (Monthly Average)                     8.25
                  3-Month Treasury Bills                        4.86
                    U.S. 10-Year Notes                          6.06
                    U.S. 30-Year Bonds                          6.47
                     Telephone Bonds                            7.70
                     Municipal Bonds                            5.68

    Source: New York Times
    
    
This  compilation of yield rates from alternative investments reflects  varying
degrees of risk as perceived  by  the  market. Therefore,  a  riskless level of
investment might be  seen  in  a three  month  treasury  bill  at  4.86
percent.   A  more  risky investment, such as telephone bonds, would currently
yield a much higher  rate  of 7.70 percent.  The prime rate is currently  8.25
percent,  while  the  discount rate is 5.00  percent.   Ten  year treasury
notes are currently yielding around 5.06 percent,  while 30-year bonds are at
6.47 percent.
    
Real  estate investment typically requires a higher  rate  of return  (yield)
and is much influenced by the relative health  of financial   markets.   A
retail  center  investment   tends   to incorporate  a blend of risk and credit
based on the tenant  mix, the  anchors  that are included (or excluded) in the
transaction, and  the assumptions of growth incorporated within the cash  flow
analysis.   An  appropriate discount rate selected for  a  retail center  thus
attempts  to  consider the  underlying  credit  and security  of  the  income
stream, and  includes  an  appropriate premium for liquidity issues relating to
the asset.
    
There has historically been a consistent relationship between the spread in
rates of return for real estate and the "safe" rate available  through
long-term treasuries or high-grade  corporate bonds.   A wider gap between
return requirements for real  estate and  alternative investments has been
created in recent years due to  illiquidity issues, the absence of third party
financing, and the decline in property values.

Investors  have suggested that the regional mall  market  has become
increasingly  "tiered" over  the  past  two  years.   The country's  premier
malls are considered to  have  the  strongest trade   areas,  excellent  anchor
alignments,  and   significant barriers of entry to future competitive supply.
These and  other "dominant" malls will have average mall shop sales above $300
per square  foot and be attractive investment vehicles in the current market.
It  is our opinion that the subject would attract  high interest from
institutional investors if offered for sale in  the current marketplace.  There
is not an abundance of regional  mall assets  of  comparable  quality currently
available,  and  many regional  malls  have  been included within  REITs,
rather  than offered  on  an  individual property  basis.   However,  we  must
further  temper our analysis due to the fact that  there  remains some  risk
that the inherent assumptions employed in  our  model come to full fruition.
    
Finally, application of these rate parameters to the  subject should  entail
some sensitivity to the rate at which leases  will be   expiring  over  the
projection  period.   Provided  on  the following  page  is a summary of the
forecasted lease  expiration schedule  for  the  subject.   A complete
expiration  report  is included in the Addenda.


                           Lease Expiration Schedule

       Calendar Year    No. of Leases    GLA(SF)     Cumulative %

         1996                   --         ---            ---
         1997                   10       22,738          11.4%
         1998                    6        9,701          16.2%
         1999                    5        3,662          18.1%
         2000                    8       17,783          27.0%
         2001                    9       17,114          35.5%
         2002                    6       10,436          40.7%
         2003                    7        8,073          44.8%
         2004                   16       39,246          64.4%
         2005                    6       13,958          71.4%


* Includes mall shops and kiosks


From  the  above, we see that a large percentage (27 percent) of  the  GLA will
expire by 2000 and that by the  end  of  2003, approximately  45  percent of
mall shop  GLA  will  expire.   The largest  expiration  year  is 2004 when
leases  totaling  39,246 square feet of the center will expire.  Over the total
projection period,  over 71 percent will expire.  Overall, consideration  is
given  to this in our selection of an appropriate risk rate.   We would  also
note  that much of the risk factored  into  such  an analysis is reflected in
the assumptions employed within the cash flow  model, including rent and sales
growth, turnover, reserves, and vacancy provisions.
    
We  have  briefly  discussed the investment risks  associated with the subject.
On balance, it is our opinion that an investor in  the subject property would
require an internal rate of return between 13.00 and 14.00 percent.

Present Value Analysis

Analysis by the discounted cash flow method is examined  over a  holding period
that  allows the investment  to  mature,  the investor to recognize a return
commensurate with the risk  taken, and  a  recapture  of the original
investment.   Typical  holding periods usually range from 10 to 20 years and
are sufficient  for the  majority  of  institutional grade real estate  such as
the subject to meet the criteria noted above.  In the instance of the subject,
we have analyzed the cash flows anticipated over  a  ten year period commencing
on January 1, 1996.
    
A sale or reversion is deemed to occur at the end of the 10th year  (December
31,  2005),  based upon  capitalization  of  the following  year's net
operating income.  This is based  upon  the premise that a purchaser in the
10th year is buying the following year's  net  income.   Therefore,  our
analysis  reflects   this situation  by  capitalizing the first year of  the
next  holding period.
    
The  present value is formulated by discounting the  property cash  flows  at
various yield rates.  The yield rate utilized  to discount  the projected cash
flow and eventual property reversion has  been  based  on an analysis of
anticipated  yield  rates  of investors  dealing  in similar investments.   The
rates  reflect acceptable  expectations  of yield to be  achieved  by investors
currently  in  the marketplace shown in their current  investment criteria and
as extracted from comparable property sales.

Cash Flow Assumptions

Our  cash  flows forecasted for the mall have been presented. To  reiterate,
the formulation of these cash flows  incorporated into our computer model the
following general assumptions.

    1.  The pro forma is presented on a calendar year basis commencing on
        January 1, 1996.  The present value analysis is based on a 10 year
        holding period commencing from January 1, 1996.  This period reflects
        10 years of operations and follows an adequate time for the property to
        proceed through an orderly  lease-up  and continue to benefit  from any
        remerchandising.  In this regard, we have projected that the investment
        will be sold at the year ending December 31, 2005.

    2.  Existing lease terms and conditions remain unmodified until their
        expiration.  At expiration, it has been assumed that there is an 70.0
        percent probability that the existing retail tenants will renew their
        lease. Executed and high probability pending leases have been assumed
        to be signed in accordance with negotiated terms as of the date of
        valuation.

    3.  1996 base date market rental rates for existing tenants have been
        established according to tenant size with consideration given to
        location within the mall, the specific merchandise category, as well as
        the tenants sales history.  Lease terms throughout the total complex
        vary but for new in-line mall tenants are generally 5 to 12 years.
        While some have been flat, others have one or two step-ups over the
        course of the term.  Upon renewal, it is assumed that new leases are
        written for an average of 10 years with a step of 10 percent in year 6.
        An exception exists in the instance where a tenant is determined to be
        paying base rent which is above market, or where percentage rent is
        being generated in the base lease and is forecasted to continue over
        the ensuing period.  In these instances, we have assumed that a flat
        lease will be written. Kiosk leases are written for 5 year terms with
        no rent increase.

    4.  Market rents have been established for 1996 based upon an overall
        average of about $20.00 per square foot for in-line mall shop space.
        Subsequently, it is our assumption that market rental rates for mall
        tenants will remain flat through 1998, increase by 1.5 percent in 1999,
        2.0 percent in 2000, and 2.5 percent per year thereafter.

    5.  Most tenants have percentage rental clauses providing for the payment
        of overage rent. We have relied upon average sales data as provided by
        management.  Sales for 1996 are forecasted at 2.0% below 1995 sales or
        approximately $250 per square foot.  In our analysis, we have
        forecasted that sales will be flat in 1997 and then grow by 1.0 percent
        in 1998, 2.0 percent in 1999, and 2.5 percent per year throughout the
        balance of the holding period.

    6.  Expense recoveries are based upon terms specified in the various lease
        contracts.  The standard lease contract for real estate taxes and
        common area maintenance billings for interior mall tenants is based
        upon a tenants pro rata share with the latter carrying an
        administrative surcharge of 15 percent.  Pro-rata share is generally
        calculated on leased (occupied) area as opposed to leasable area.
        Department store contributions are deducted before pass through to the
        mall shops. Energy (HVAC) is recoverable from Dayton's with a 15
        percent administrative fee.

    7.  Income lost due to vacancy and non- payment of obligations has been
        based upon our turnover probability assumption as well as a global
        provision for credit loss. Upon the expiration of a lease, there is
        30.0 percent probability that the retail tenant will vacate the suite.
        At this time we have forecasted that rent loss equivalent to 6 months
        rent would be incurred to account for the time associated with bringing
        the space back on-line.  In addition, we have forecasted an annual
        global vacancy and credit loss of gross rental income which we have
        stepped-up to a stabilized level of 6.0 percent. This global provision
        is applied to all tenants excluding anchor department stores.

    8.  Specialty leasing and miscellaneous income consists of several
        categories.  Specialty leasing is generated by the mall's successful
        cart program as well as the temporary in-line tenants which fill in
        during periods of downtime between permanent in-line tenants.
        Miscellaneous income is generated by chargebacks for tenant work,
        forfeited security deposits, stroller rentals, telephones, etc.  We
        have grown all miscellaneous revenues by 3.0 percent per annum.

    9.  Operating expenses have been developed from management's budget from
        which we have recast certain expense items.  Expenses have also been
        compared to industry standards as well as our general experience in
        appraising regional malls throughout the country.  Operating expenses
        are generally forecasted to increase by 3.5 percent per year except for
        management which is based upon 4.5 percent of minimum and percentage
        rent annually.  Taxes are forecasted to grow at 4.0 percent per year.
        Alteration costs are assumed to escalate at our forecasted expense
        inflation rate.

   10.  A provision for capital reserves of $30,000 equal to approximately
        $0.15 per square foot of total owned GLA.  An alteration charge of
        either $10.00 or $15.00 per square foot has been utilized for new mall
        tenants.  Renewal tenants have been given an allowance of $1.00 per
        square foot. Raw space associated with the Mervyn's Throat area has
        been allocated a $40.00 per square foot workletter. Provision for other
        capital expenditures have been made for deferred maintenance, asbestos
        removal, and interior renovation and the remodel of the Dayton's store.


      TABLES SHOWING REVERSION CALCULATION AND SALE YIELD MATRIX ANALYSIS
                              FOR BROOKDALE CENTER


For a property such as the subject, it is our opinion that an investor would
require an all cash discount rate in the range  of 13.00  to  14.00  percent.
Accordingly, we have  discounted  the projected  future pre-tax cash flows to
be received by an  equity investor  in  the subject property to a present value
so  as  to yield  13.00  to  14.00 percent at 50 basis  point  intervals  on
equity  capital  over the holding period.  This  range  of  rates reflects  the
risks associated with the investment.   Discounting these  cash flows over the
range of yield and terminal rates  now being  required by participants in the
market for  this  type  of real  estate places additional perspective upon our
analysis.   A valuation matrix for the subject appears on the facing page.
    
Through such a sensitivity analysis, it can be seen that  the present  value of
the subject property varies from approximately $23.6  to  $26.4 million. Giving
consideration  to  all  of  the characteristics of the subject previously
discussed, we feel that a  prudent  investor would require a yield which falls
near  the middle   of   the   range  outlined  above  for  this   property.
Accordingly,  we  believe that based upon all of the  assumptions inherent in
our cash flow analysis, an investor would look toward as  IRR  around  13.50
percent and a terminal rate  around  11.25 percent  as being most
representative of the subject's  value  in the market.
    
In view of the analysis presented here, it becomes our opinion that the
discounted cash flow analysis indicates a market value of $25.0 million for the
subject property as of January 1, 1996. The indices of investment generated
through this indicated value conclusion are shown on the following page.

                         DISCOUNTED CASH FLOW ANALYSIS
                       Brookdale Center (Minneapolis, MN)
                           Cushman & Wakefield, Inc.

Year     Net         Discount      Present Value   Composition    Annual Cash
 No.  Cash Flow    Factor @ 13.5%  of Cash Flows    of Yield    on Cash Returns

One   ($6,634,144) x  0.881057  =  ($5,845,061)      -23.44%        -26.54%
Two   ($1,630,019) x  0.776262  =  ($1,265,322)       -5.08%         -6.52%
Three  $4,258,700  x  0.683931  =   $2,912,658        11.68%         17.03%
Four   $4,619,275  x  0.602583  =   $2,783,495        11.16%         18.48%
Five   $4,931,330  x  0.530910  =   $2,618,091        10.50%         19.73%
Six    $5,015,389  x  0.467762  =   $2,346,008         9.41%         20.06%
Seven  $5,205,153  x  0.412125  =   $2,145,174         8.60%         20.82%
Eight  $5,321,425  x  0.363106  =   $1,932,240         7.75%         21.29%
Nine   $5,042,702  x  0.319917  =   $1,613,246         6.47%         20.17%
Ten    $5,447,247  x  0.281865  =   $1,535,389         6.16%         21.79%

Total Present Value of Cash Flows: $10,775,917        43.22%         12.63% Avg

Reversion:
Eleven $5,765,181 (1) / 11.25%  =  $51,246,053
       Less: Cost of Sale @ 2%     $ 1,024,921
       Net Reversion               $50,221,132
       x Discount Factor              0.281865

Total Present Value of Reversion   $14,155,587        56.78%

Total Present Value                $24,931,504       100.00%

                ROUNDED:           $25,000,000

                Owned GLA (SF):                         199,922

                Per Square Foot of Owned GLA:              $125

                Implicit Going-In Capitalization Rate:
                        Year One NOI                 $4,402,281
                        Going-In Cap Rate                17.61%

                CAGR Concluded Value to Reversion         6.74%

Note: (1) Net Operating Income


We note that the computed equity yield is not necessarily the true  rate of
return on equity capital.  This analysis  has  been performed on a pre-tax
basis.  The tax benefits created  by  real estate  investment will serve to
attract investors to  a  pre-tax yield which is not the full measure of the
return on capital.


                       RECONCILIATION AND FINAL VALUE ESTIMATE

Application  of  the  Sales Comparison  Approach  and  Income Approach  used in
the  valuation of the  subject  property  has produced results which fall
within a reasonably acceptable range. Restated, these are:

               Methodology                  Market Value Conclusion

      Sales Comparison Approach                  $24,800,000

      Income Approach
             Discounted Cash Flow                $28,800,000



This is considered a narrow range in possible value given the magnitude  of the
value estimates.  Both  approaches  are  well supported by data extracted from
the market.  There are, however, strengths  and  weaknesses in each of these
two approaches  which require reconciliation before a final conclusion of value
can  be rendered.

Sales Comparison Approach

The Sales Comparison Approach arrived at a value indicted for the  property  by
analyzing historical arms-length  transaction, reducing  the gathered
information to common units of comparison, adjusting  the  sale data for
differences with  the  subject  and interpreting the results to yield a
meaningful value  conclusion. The  basis of these conclusions was the
cash-on-cash return based on  net  income and the adjusted price per square
foot  of  gross leasable  area sold.  An analysis of the subject on the basis
of its implicit sales multiple was also utilized.
    
The process of comparing historical sales data to assess what purchasers have
been paying for similar type properties  is  weak in  estimating future
expectations.  Although the unit sale price yields  comparable  conclusions, it
is not the  primary  tool  by which  the  investor  market  for a  property
like  the  subject operates.  In addition, no two properties are alike with
respect to  quality  of  construction, location, market segmentation  and
income  profile.  As such, subjective judgment necessarily become a  part  of
the  comparative process.  The  usefulness  of  this approach  is  that  it
interprets specific  investor  parameters established  in  their  analysis  and
ultimate  purchase  of   a property.  In light of the above, the writers are of
the  opinion that  this  methodology  is  best  suited  as  support  for   the
conclusions  of  the  Income Approach.  It  does  provide  useful market
extracted  rates  of return  such  as  overall  rates  to simulate investor
behavior in the Income Approach.

Income Approach

Discounted Cash Flow Analysis

The  subject  property is highly suited to  analysis  by  the discounted  cash
flow method as it will be bought  and  sold  in investment  circles.  The focus
on property value in relation  to anticipated income is well founded since the
basis for investment is  profit  in  the form of return or yield on invested
capital. The  subject property, as an investment vehicle, is sensitive  to all
changes in the economic climate and the economic expectations of  investors.
The  discounted cash flow  analysis  may  easily reflect  changes in the
economic climate of investor expectations by  adjusting  the variables used to
qualify the model.   In  the case  of  the  subject property, the Income
Approach can  analyze existing  leases,  the  probabilities  of  future
rollovers  and turnovers   and  reflect  the  expectations  of  overage rents.
Essentially,  the Income Approach can model many of the  dynamics of  a complex
shopping center. The writers have considered  the results  of  the  discounted
cash flow analysis  because  of  the applicability  of  this method in
accounting for  the  particular characteristics of the property, as well as
being the  tool  used by many purchasers.

Conclusions

We  have briefly discussed the applicability of each  of  the methods
presented.  Because of certain vulnerable characteristics in  the Sales
Comparison Approach, it has been used as supporting evidence  and as a final
check on the value conclusion  indicated by  the Income Approach methodology.
The value exhibited by  the Income  Approach is consistent with the leasing
profile  of  the mall.    It  indicates  complimentary  results  with  the
Sales Comparison  Approach, the conclusions being  supportive  of  each method
employed, and neither range being extremely high or low in terms of the other.
    
As  a  result of our analysis, we have formed an opinion that the  market value
of the leased fee estate  in  the  referenced property,   subject  to  the
assumptions,  limiting  conditions, certifications, and definitions, as of
January 1, 1996, was:


                   TWENTY FIVE MILLION DOLLARS
                           $25,000,000



                      ASSUMPTIONS AND LIMITING CONDITIONS
                     -------------------------------------

"Appraisal"  means  the appraisal report  and  opinion  of  value stated
therein; or the letter opinion of value, to  which  these Assumptions and
Limiting Conditions are annexed.

"Property" means the subject of the Appraisal.

"C&W"  means  Cushman & Wakefield, Inc. or its  subsidiary  which issued the
Appraisal.

"Appraiser(s)"  means  the employee(s) of C&W  who  prepared  and signed the
Appraisal.

This  appraisal is made subject to the following assumptions  and limiting
conditions:

        1.  This is a Summary Appraisal Report which is intended to comply with
            the reporting requirements set forth under  Standards  Rule  2-2)b)
            of  the Uniform  Standards  of Professional Appraisal Practice for
            a Summary Appraisal Report. As  such,  it  presents only summary
            discussions of  the data, reasoning, and analyses that were used in
            the appraisal process to develop  the  appraiser's opinion  of
            value.   Supporting documentation concerning the data, reasoning,
            and  analyses  is retained  in  the appraiser's file.  The depth of
            discussion contained in this report is specific to the needs of the
            client and  for the intended use stated below. The appraiser  is
            not responsible for  unauthorized use  of  this  report. We  are
            providing this report as an update to our last analysis which was
            prepared  as of  January 1, 1995.  As such, we have  primarily
            reported only changes to the property and its environs over the
            past year.

        2.  No  opinion is intended to be expressed and no responsibility is
            assumed for the legal description or for any matters which are
            legal in nature or require legal expertise or specialized knowledge
            beyond that of a real estate appraiser. Title to the Property is
            assumed to be good and marketable  and the Property is assumed to
            be free and clear of all liens unless otherwise stated.  No survey
            of the Property was undertaken.

        3.  The   information  contained  in   the Appraisal or upon which the
            Appraisal is based has been gathered from sources the Appraiser
            assumes to be reliable and accurate. Some of such information may
            have been provided by the owner of the Property.  Neither the
            Appraiser nor C&W shall be responsible for the accuracy or
            completeness of such information, including the correctness of
            estimates, opinions, dimensions,  sketches, exhibits and factual
            matters.

        4.  The opinion of value is only as of  the date  stated  in  the
            Appraisal.  Changes since  that  date  in external  and  market
            factors or in the  Property  itself  can significantly affect
            property value.

        5.  The Appraisal is to be used in whole and not  in  part.   No  part
            of the Appraisal  shall  be  used  in conjunction  with  any  other
            appraisal.   Publication  of  the Appraisal  or  any  portion
            thereof without the  prior  written consent of C&W is prohibited.
            Except as may be otherwise stated in the letter of engagement, the
            Appraisal may not be used by any person  other  than the party to
            whom it is  addressed  or  for purposes other than that for which
            it was prepared.  No part of the   Appraisal  shall be  conveyed to
            the  public   through advertising, or used in any sales or
            promotional material without C&W's  prior  written  consent.
            Reference  to the  Appraisal Institute or to the MAI designation is
            prohibited.

        6.  Except as may be otherwise stated in the letter of engagement, the
            Appraiser shall not be required to give testimony in any court or
            administrative proceeding relating to the Property or the
            Appraisal.

        7.  The  Appraisal assumes (a)  responsible ownership and competent
            management of the Property; (b) there are no  hidden or unapparent
            conditions of the Property, subsoil or structures  that render the
            Property more or less valuable  (no responsibility is assumed for
            such conditions or for  arranging for engineering studies that may
            be required to discover them); (c) full compliance with all
            applicable federal, state and local zoning   and environmental
            regulations  and   laws,   unless noncompliance is stated, defined
            and considered in the Appraisal; and  (d)  all required licenses,
            certificates of occupancy  and other  governmental consents have
            been or can be  obtained  and renewed for any use on which the
            value estimate contained in the Appraisal is based.

        8.  The  forecasted potential gross  income referred  to  in the
            Appraisal may be based on lease  summaries provided by the owner or
            third parties.  The Appraiser assumes no responsibility  for the
            authenticity or completeness  of  lease information provided by
            others.  C&W recommends that legal advice be obtained regarding the
            interpretation of lease provisions and the contractual rights of
            parties.

        9.  The forecasts of income and expenses are not predictions of the
            future.  Rather, they are the Appraiser's best estimates of current
            market thinking on future income  and expenses.    The  Appraiser
            and  C&W  make no warranty   or representation that these forecasts
            will materialize.  The real estate market is constantly fluctuating
            and changing.  It is not the Appraiser's  task to predict or in any
            way  warrant  the conditions of a future real estate market; the
            Appraiser can only reflect  what the investment community, as of
            the date  of  the Appraisal,  envisages for the future in terms of
            rental  rates, expenses, supply and demand.

        10. Unless   otherwise   stated   in   the Appraisal,  the  existence
            of potentially  hazardous  or  toxic materials  which  may  have
            been used in the  construction  or maintenance of the improvements
            or may be located at or about the Property was not considered in
            arriving at the opinion of value. These materials (such as
            formaldehyde foam insulation, asbestos insulation and  other
            potentially  hazardous  materials)  may adversely affect the value
            of the Property.  The Appraisers are not qualified to detect such
            substances.  C&W recommends that an environmental expert be
            employed to determine the impact of these matters on the opinion of
            value.

        11. Unless   otherwise   stated   in   the Appraisal, compliance with
            the requirements of the Americans With Disabilities  Act  of  1990
            (ADA) has not  been  considered  in arriving  at the opinion of
            value.  Failure to comply with  the requirements of the ADA may
            adversely affect the value  of the property.   C&W  recommends that
            an expert  in  this  field  be employed.



                           CERTIFICATION OF APPRAISAL


        We certify that, to the best of our knowledge and belief:

   1.   Brian  J. Booth inspected the property, and Richard W. Latella, MAI,
        has reviewed and approved the report but did not inspect the property.

   2.   The statements of fact contained in this report are true and correct.

   3.   The  reported  analyses, opinions,  and conclusions  are limited only
        by the reported assumptions  and limiting conditions, and are our
        personal, unbiased professional analyses, opinions, and conclusions.

   4.   We  have  no  present  or  prospective interest in the property that is
        the subject of this report, and we have no personal interest or bias
        with respect to the parties involved.

   5.   Our compensation is not contingent upon the reporting of a
        predetermined value or direction in value that favors the cause of the
        client, the amount of the value estimate, the attainment of a
        stipulated result, or the occurrence of  a subsequent event.  The
        appraisal assignment was not based on a requested minimum valuation, a
        specific valuation or the approval of a loan.

   6.   No one provided significant professional assistance to the persons
        signing this report.

   7.   Our analyses, opinions, and conclusions were developed, and this report
        has been prepared, in conformity with the Uniform Standards of
        Professional Appraisal Practice of the Appraisal Foundation and the
        Code of Professional Ethics and the Standards of Professional Appraisal
        Practice of the Appraisal Institute.

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

   9.   As  of the date of this report, Richard W. Latella, MAI has completed
        the requirements of the continuing education program of the Appraisal
        Institute.


        /s/Brian J. Booth

        Brian J. Booth
        Retail Valuation Group


        /s/Richard W. Latella

        Richard W. Latella, MAI
        Senior Director
        Retail Valuation Group
        Certified General Real Estate Appraiser License No. 20026517






                                    ADDENDA
                                   ---------

                            NATIONAL RETAIL OVERVIEW
                                
                        OPERATING EXPENSE BUDGET (1996)
                                
                           TENANT SALES REPORT (1995)
                                
                         PRO-JECT LEASE ABSTRACT REPORT
                                
                      PRO-JECT PROLOGUE ASSUMPTIONS REPORT
                                
                        PRO-JECT TENANT REGISTER REPORT
                                
                        PRO-JECT LEASE EXPIRATION REPORT
                                
             ENDS FULL DATA REPORT FOR PRIMARY AND TOTAL TRADE AREA
                                
                        REGIONAL MALL SALES (1991-1993)
                                
                      CUSHMAN & WAKEFIELD INVESTOR SURVEY
                                
                           APPRAISERS' QUALIFICATIONS
                                
                              PARTIAL CLIENT LIST
                                


                                
      CUSHMAN & WAKEFIELD, INC.
      NATIONAL RETAIL OVERVIEW


                          Prepared by: Richard W. Latella, MAI


                NATIONAL RETAIL MARKET OVERVIEW

Introduction
    Shopping centers constitute the major form of retail activity in the United
States today.  Approximately 55 percent of all non- automotive  retail  sales
occur  in  shopping  centers.   It  is estimated that consumer spending
accounts for about two-thirds of all  economic  activity in the United States.
As  such,  retail sales  patterns  have  become  an  important  indicator  of
the country's economic health.
    
    During  the period 1980 through 1995, total retail  sales  in the  United
States increased at a compound annual rate  of  6.16 percent.  Data for the
period 1990 through 1995 shows that  sales growth  has  slowed to an annual
average of 4.93  percent.   This information  is summarized on the following
chart.  The  Commerce Department reports that total retail sales fell
three-tenths of a percent in January 1996.

                Total U.S. Retail Sales(1)
       Year          Amount       Annual Change
                   (Billions)
       1980         $  957,400           N/A
       1985         $1,375,027           N/A
       1990         $1,844,611           N/A
       1991         $1,855,937           .61%
       1992         $1,951,589          5.15%
       1993         $2,074,499          6.30%
       1994         $2,236,966          7.83%
       1995         $2,346,577          4.90%
 Compound Annual                                 
   Growth Rate                         +6.16%
    1980-1995
CAGR: 1990 - 1995                      +4.93%

(1)1985 - 1995 data reflects recent revisions by the U.S. Department of
Commerce: Combined Annual and Revised Monthly Retail Trade.

Source: Monthly Retail Trade Reports Business Division, Current Business
Reports, Bureau of the Census, U.S. Department of Commerce.


    The early part of the 1990s was a time of economic stagnation and
uncertainty  in  the country.  The gradual  recovery,  which began  as  the
nation crept out of the last recession, has  shown some  signs  of weakness as
corporate downsizing has accelerated. But  as  the recovery period reaches into
its fifth year and  the retail  environment remains volatile, speculation
regarding  the nation's  economic future remains.  It is this uncertainty which
has shaped recent consumer spending patterns.
    
Personal Income and Consumer Spending
    Americans'  personal  income  advanced  by  six-tenths  of  a percent in
December, which helped raise income for all of 1995 by 6.1  percent, the
highest gain since 6.7 percent in  1990.   This growth  far  outpaced the 2.5
percent in 1994 and 4.7 percent  in 1993.   Reports for February 1996 however,
reported  that  income grew  at an annual rate of eight-tenths of a percent,
the biggest gain in thirteen months, and substantially above January's anemic
growth rate of one-tenth of a percent.
    
    Consumer  spending  is another closely watched  indicator  of economic
activity.  The importance of consumer spending  is  that it  represents
two-thirds  of  the nation's  economic  activity. Total consumer spending rose
by 4.8 percent in 1995, slightly off of  the 5.5 percent rise in 1994 and 5.8
percent in 1993.   These increases  followed  a significant lowering on
unemployment  and bolstered consumer confidence.  The Commerce Department
reported that Americans spent at an annual rate of $5.01 trillion in January
1996, a drop of five-tenths of a percent.  It was the third drop in five
months.
    
Unemployment Trends
    The Clinton Administration touts that its economic policy has dramatically
increased  the number of citizens  who  have  jobs. Correspondingly,  the
nation's unemployment  rate  continues  to decrease  from  its  recent  peak in
1992.   Selected  statistics released  by  the  Bureau of Labor Statistics are
summarized  as follows:

Selected Employment Statistics

    Civilian Labor Force               Employed
         Total Workers         Total Workers             Unemployment
Year(1)     (000)   % Change     (000)         % Change       Rate
 1990      124,787       .7     117,914          .5           5.5
 1991      125,303       .4     116,877         -.9           6.7
 1992      126,982      1.3     117,598          .6           7.4
 1993      128,040       .8     119,306         1.5           6.8
 1994      131,056      2.4     123,060         3.1           6.1
 1995      132,337      .98     124,926         1.5           5.6
 CAGR                  1.18                     1.16
1990-1995

(1)Year ending December 31

Source:  Bureau of Labor Statistics U.S. Department of Labor


    During  1995,  the  labor  force increased  by  1,281,000  or approximately
1.0  percent.   Correspondingly,  the   level   of employment increased by
1,866,000 or 1.5 percent.  As  such,  the year end unemployment rate dropped by
five-tenths of a percent to 5.6 percent.  For 1995, monthly job growth averaged
144,000.   On balance,  over  8.0  million jobs have  been  created  since  the
recovery  began.
    
Housing Trends
    Housing starts enjoyed a good year in 1994 with a total of 1.53 million
starts; this up 13.0 percent from 1.45 million in 1993. Multi-family was up
60.0 percent in 1994 with 257,00 starts.  However, the National Asociation of
Homebuilders forsees a downshift in activity throughout 1995 resulting from the
laggard effect of the Federal Reserves's policy of raising interest rates.  The
 .50 percent increase in the federal funds rate on February 1, 1995 was the
seventh increase over the past thirteen months, bringing it to its highest
level since 1991.  Sensing a retreat in the threat of inflation, the Fed
reduced the Federal Funds rate by 25 basis points in July 1995 to 5.75 percent.
    
    Total housing starts rose by 6.0 percent to a seasonally adjusted annual
rate of 1.42 million units.  Since family housing starts in November were at
1,102,00 units while multi-family jumped by 77,000 at an annual rate.
Applications for building permits rose by 3.2 percent to a rate of 1.28
million.  The median new home price of new homes sold in the first nine months
of 1995 was $132,000.  The median was $130,000 for all of 1994.  The Commerce
Department reported that construction spending rose 2.9 percent in October to
an annual rate of $207.7 billion, compared to $217.9 billion in all of 1994.
    
    The  home  ownership rate seems to be rising, after remaining stagnant over
the last decade.  For the third quarter of 1995, the share of households that
own their homes was 65 percent, compared to 64.1  percent for a year earlier.
Lower mortgage rates are cited as a factor.
    
Gross Domestic Product
    The  report  on the gross domestic product (GDP) showed  that output for
goods and services expanded at an annual rate of  just .9  percent in the
fourth quarter of 1995.  Overall, the  economy gained  2.1 percent in 1995, the
weakest showing in  four  years since  the  1991 recession.  The .9 percent
rise  in  the  fourth quarter  was  much slower than the 1.7 percent expected
by  most analysts.  The Fed sees the U.S. economy expanding at  a  2.0  to 2.25
percent pace during 1996 which is in-line with White  House forecasts.
    
    The following chart cites the annual change in real GDP since 1990.

  Real GDP
    Year                % Change
    1990                   1.2
    1991                  - .6
    1992                   2.3
    1993                   3.1
    1994                   4.1
    1995 *                 2.1

* Reflects new chain weighted system of measurement.  Comparable
  1994 measure would be 3.5%

Source:   Bureau of Economic Analysis

Consumer Prices
    The  Bureau  of  Labor Statistics has reported that  consumer prices  rose
by only 2.5 percent in 1995, the fifth  consecutive year  in  which inflation
was under 3.0 percent.   This  was  the lowest  rate  in nearly a decade when
the overall  rate  was  1.1 percent  in  1986.  All sectors were down
substantially  in  1995 including  the  volatile  health  care  segment  which
recorded inflation of only 3.9 percent, the lowest rate in 23 years.
    
    The following chart tracks the annual change in the CPI since 1990.

     Consumer Price Index(1)

   Year        CPI       % Change
   1990       133.8         6.1
   1991       137.9         3.0
   1992       141.9         2.9
   1993       145.8         2.7
   1994       149.7         2.7
   1995       153.5         2.5

(1) All Urban Workers

Source:   Dept. of Labor, Bureau of Labor Statistics

Other Indicators
    The  government's main economic forecasting gauge, the  Index of  Leading
Economic  Indicators shows that the vibrant 1994 economy continues to cool off.
The index is intended to project econoic growth over the next six months.  The
Conference  Board,  an independent  business group, reported that the index
rose two-tenths of a percent in December 1995, breaking a string of three
straight declines.   It  has become  apparent that the Federal Reserve's
conservative monetary policy  has had an effect on the economy and some
economists  are calling for a further reduction in short term interest rates.
    
    The  Conference Board also reported that consumer  confidence rebounded  in
February 1996, following reports suggesting  lower inflation.   The  board's
index of consumer  confidence  rose  9 points  to  97  over  January when
consumers  worried  about  the government  shutdown, the stalemate over the
Federal  budget  and the recent flurry of layoff announcements by big
corporations.
    
    In  another  sign of increasingly pinched household  budgets, consumers
sharply  curtailed new installment debt  in  September 1995,  when installment
credit rose $5.4 billion, barely half  as much  as August.  Credit card
balances increased by $2.8 billion, the  slimmest  rise of the year.  For the
twelve  months  through September  1995, outstanding credit debt rose 13.9
percent,  down from  a  peak  of  15.3 percent in May.  Still, installment debt
edged  to  a record 18.8 percent of disposable income, indicating that
consumers  may be reaching a point of discomfort  with  new debt.
    
    The   employment   cost  index  is  a  measure   of   overall compensation
including wages, salaries and benefits.  In 1995 the index rose by only 2.9
percent, the smallest increase since 1980. This  was  barely  ahead of
inflation and is a  sign  of  tighter consumer   spending   over  the  coming
year.
    
Economic Outlook
    The  WEFA Group, an economic consulting company, opines  that the  current
state of the economy is a "central bankers"  dream, with   growth  headed
toward  the  Fed's  2.5  percent   target, accompanied  by  stable if not
falling inflation.   They  project that  inflation will remain in the 2.5 to
3.0 percent range  into the  foreseeable  future.  This will have a direct
influence  on consumption  (consumer expenditures) and overall inflation  rates
(CPI).
    
    Potential  GDP  provides an indication of  the  expansion  of output, real
incomes, real expenditures, and the general standard of  living of the
population.  WEFA estimates that real U.S.  GDP will  grow at an average annual
rate between 2.0 and 2.5  percent over  the next year and at 2.3 percent
through 2003 as the output gap  is reduced between real GDP and potential GDP.
After  2003, annual real GDP growth will moderate, tapering to 2.2 percent per
annum.
    
    Consumption  expenditures  are primarily  predicated  on  the growth  of
real  permanent income, demographic  influences,  and changes in relative
prices over the long term.  Changes in  these key  variables explain much of
the consumer spending patterns  of the  1970s and mid-1980s, a period during
which baby boomers were reaching  the asset acquisition stages of their lives;
purchasing automobiles and other consumer and household durables.  Increases in
real disposable income supported this spending spurt with  an average  annual
increase of 2.9 percent per year  over  the  past twenty  years.   Real
consumption expenditures  increased  at  an average  annual rate of 3.1 percent
during the 1970s  and  by  an average  of  4.0 percent from 1983 to 1988.  WEFA
projects  that consumption expenditure growth will slow to 2.0 percent per year
by 2006 as a result of slower population growth and aging.  It is also
projected   that   the  share  of   personal   consumption expenditures
relative to GDP will decline over the next  decade. Consumer  spending  as  a
share of GDP peaked  in  1986  at  67.4 percent after averaging about 63.0
percent over much of the post- war period.  WEFA estimates that consumption's
share of aggregate output  will decline to 64.5 percent by 2003 and 62.7
percent  by 2018.
    
Retail Sales
    In   their  publication,  NRB/Shopping  Centers  Today   1994 Shopping
Center Census, the National Research Bureau reports that overall  retail
conditions continued to improve  for  the  third consecutive year in 1994.
Total shopping center sales  increased 5.5 percent to $851.3 billion in 1994,
up from $806.6 billion  in 1993.   The  comparable 1993 increase was  5.0
percent.   Retail sales  in  shopping  centers (excluding automotive  and
gasoline service  station  sales) now account for about  55.0  percent  of
total retail sales in the United States.
    
    Total  retail  sales  per  square foot  have  shown  positive increases
over the past three years, rising by 8.7 percent  from approximately  $161 per
square foot in 1990, to $175  per  square foot in 1994.  It is noted that the
increase in productivity  has exceeded  the  increase in inventory which  bodes
well  for  the industry  in  general.  This data is summarized on the following
table.

                      Selected Shopping Center Statistics
                                   1990-1994

                                                                   %    Compound
                        1990    1991     1992     1993     1994  Change  Annual
                                                                1990-93  Growth
Retail Sales in
Shopping Centers *   $706.40 $716.90  $768.20  $806.60  $851.30   20.5%   4.8%
Total Leasable
Area**                   4.4     4.6      4.7      4.8      4.9   11.4%   2.7%
Unit Rate            $160.89 $157.09  $164.20  $169.08  $175.13    8.7%   2.1%

*Billions of Dollars

**  Billions of Square Feet

Source:   National Research Bureau

    
    To  put retail sales patterns into perspective, the following
discussion highlights key trends over the past few years.
    
        -       As a whole, 1993 was a good year for most of the nation's major
                retailers.  Sales for the month of December were up for most,
                however, the increase ranged dramatically from 1.1 percent at
                Kmart to 13.3 percent at Sears for stores open at least a year.
                It is noted that the Sears turnaround after years of slippage
                was unpredicted by most forecasters.

        -       With the reporting of December 1994 results, most retailers
                posted same store gains between 2.0 and 6.0 percent.  The
                Goldman Sachs Retail Composite Comparable Store Sales Index, a
                weighted average of monthly same store sales of 52 national
                retail companies rose 4.5 percent in December.  The weakest
                sales were seen in women's apparel, with the strongest sales
                reported for items such as jewelry and hard goods.  Most
                department store companies reported moderate increases in same
                store sales, though largely as a result of aggressive
                markdowns.  Thus, profits were negatively impacted for many
                companies.

        -       For 1994, specialty apparel sales were lackluster at best, with
                only .4 percent comparable sales growth.  This is of concern to
                investors since approximately 30.0 percent of a mall's small
                shop space is typically devoted to apparel tenants. Traditional
                department stores experienced 3.4 percent same store growth in
                1994, led by Dillard's 5.0 percent increase.  Mass merchants'
                year-to-year sales increased by 6.7 percent in 1994, driven by
                Sears' 7.9 percent increase. Mass merchants account for 35.0 to
                55.0 percent of the anchors of regional malls and their
                resurgence bodes well for increased traffic at these centers.

        -       Sales at the nation's largest retailer chains rose tepidity in
                January, following the worst December sales figures since the
                1990-91 recession in 1995.  Same store sales were generally
                weak in almost all sectors, with apparel retailers being
                particularly hard hit.  Some chains were able to report
                increases in sales but this generally came about through
                substantial discounting.  As such, profits are going to suffer
                and with many retailers being squeezed for cash, 1996 is
                expected to be a period of continued consolidations and
                bankruptcy.  The Goldman Sachs composite index of same store
                sales grew by 1.1 percent in January 1996, compared to a 4.7
                percent for January 1995.

    Provided  on the following chart is a summary of overall  and same  store
sales growth for selected national merchants for  the most recent period.

                  Same Store Sales for the Month of January 1996

                                    % Change From Previous Year
      Name of Retailer               Overall     Same Store Basis
          Wal-Mart                    +16.0%       +  2.6%
            Kmart                     + 4.0%       +  7.7%
  Sears, Roebuck & Company            + 4.0%       +  0.6%
         J.C. Penney                  - 3.0%      -   4.3%
  Dayton Hudson Corporation           + 8.0%       +  2.0%
    May Department Stores             + 7.0%       +  0.7%
 Federated Department Stores          + 3.0%       +  5.1%
      The Limited Inc.                + 6.0%       -  2.0%
          Gap Inc.                    +48.0%       +  6.0%
         Ann Taylor                   - 1.0%       - 17.0%

Source:   New York Times

    According to the Goldman sachs index, department store sales fell by 1.1
percent during January, discount stores rose by 4.5 percent, and specialty hard
goods retailers fell by 4.7 percent.


    The  outlook  for  retail sales growth  is  one  of  cautious optimism.
Some  analysts  point  to  the  fact  that   consumer confidence has resulted
in increases in personal debt  which  may be  troublesome in the long run.
Consumer loans  by  banks  rose 13.9  percent  in the twelve months that ended
on  September  30, 1995.   But  data  gathered  by the Federal  Reserve  on
monthly payments suggest that debt payments are not taking as big a  bite out
of income as in the late 1980s, largely because of the record refinancings  at
lower interest rates in recent  years  and  the efforts by many Americans to
repay debts.

GAFO and Shopping Center Inclined Sales
    In  a  true understanding of shopping center dynamics, it  is important to
focus on both GAFO sales or the broader category  of Shopping  Center Inclined
Sales.  These types of  goods  comprise the  overwhelming bulk of goods and
products carried in  shopping centers  and  department  stores and  consist  of
the  following categories:

        - General merchandise stores including department and other stores;
        - Apparel and accessory stores;
        - Furniture and home furnishing stores; and
        - Other miscellaneous shoppers goods stores.

    Shopping  Center  Inclined  Sales are  somewhat  broader  and include  such
classifications as home  improvement  and  grocery stores.
    
    Total  retail sales grew by 7.8 percent in the United  States in  1994  to
$2.237 trillion, an increase of $162  billion  over 1993.   This  followed  an
increase of $125  billion  over  1992. Automobile  dealers captured $69+/-
billion of total  retail  sales growth  last year, while Shopping Center
Inclined Sales accounted for  nearly  40.0  percent of the increase ($64
billion).   GAFO sales  increased  by  $38.6  billion.   This  group  was  led
by department  stores  which  posted an $18.0  billion  increase  in sales. The
following chart summarizes the performance for  this most recent comparison
period.

                  Retail Sales by Major Store Type
                        1993-1994 ($MIL.)
                                                     1993-1994
     Store Type                 1994        1993      % Change
GAFO:                                                  
General Merchandise         $282,541    $264,617        6.8%
Apparel & Accessories        109,603     107,184        2.3%
Furniture & Furnishings      119,626     105,728       13.1%
Other GAFO                    80,533      76,118        5.8%
GAFO Subtotal               $592,303    $553,647        7.0%

Convenience Stores:                                    
Grocery                     $376,330    $365,725        2.9%
Other                         21,470      19,661        9.2%
Subtotal                    $397,800    $385,386        3.2%
Drug                          81,538      79,645        2.4%
Convenience Subtotal        $479,338    $465,031        3.1%
Other:                                                 
Home Improvement &                                     
 Building Supplies Stores   $122,533    $109,604       11.8%
Shopping Center-Inclined   1,194,174   1,128,282        5.8%
Subtotal                     526,319     456,890       15.2%
Automobile Dealers           142,193     138,299        2.8%
Gas Stations                 228,351     213,663        6.9%
Eating and Drinking Places   145,929*    137,365*       6.2%
All Other
Total Retail Sales        $2,236,966  $2,074,499        7.8%

* Estimated sales
Source:  U.S. Department of Commerce and Dougal M. Casey:  Retail Sales and
Shopping Center Development Through The Year 2000 (ICSC White Paper)


    GAFO sales grew by 7.0 percent in 1994 to $592.3 billion, led by  furniture
and furnishings which grew by 13.1 percent.   From the above it can be
calculated that GAFO sales accounted for 26.5 percent  of  total retail sales
and nearly 50.0  percent  of  all shopping center-inclined sales.
    
The International Council of Shopping Centers (ICSC) publishes a Monthly Mall
Merchandise Index which tracks sales by store type for more than 400 regional
shopping centers.  The index shows that sales per square foot rose by 1.8
percent to $256 per square foot in 1994.  The following chart identified the
most recent year-end results.

                        Index Sales per Square Foot
                         1993-1994 Percent Change
              Store Type             1994      1993  ICSC Index
        GAFO:
        Apparel & Accessories:
        Women's Ready-To-Wear        $189      $196    - 3.8%
        Women's Accessories and       295       283    + 4.2%
        Specialties                   231       239    - 3.3%
        Men's and Boy's Apparel       348       310    +12.2%
        Children's Apparel            294       292    + 0.4%
        Family Apparel                284       275    + 3.3%
        Women's Shoes                 330       318    + 3.8%
        Men's Shoes                   257       252    + 1.9%
        Family Shoes                  340       348    - 2.2%
        Shoes (Misc.)                $238      $238    - 0.2%
        SUBTOTAL

        Furniture & Furnishings:
        Furniture & Furnishings      $267      $255    + 4.5%
        Home Entertainment &
         Electronics                  330       337    - 2.0%
        Miscellaneous                291       282    + 3.3%
        SUBTOTAL                     $309      $310    - 0.3%

        Other GAFO:
        Jewelry                      $581      $541    + 7.4%
        Other                         258       246    + 4.9%
        SUBTOTAL                     $317      $301    + 5.3%
        TOTAL GAFO                   $265      $261    + 1.6%
        NON-GAFO

        FOOD:
        Fast Food                    $365      $358    + 2.0%
        Restaurants                   250       245    + 2.2%
        Other                         300       301    - 0.4%
        SUBTOTAL                     $304      $298    + 1.9%

        OTHER NON-GAFO:
        Supermarkets                 $236      $291    -18.9%
        Drug/HBA                      254       230    +10.3%
        Personal Services             264       253    + 4.1%
        Automotive                    149       133    +12.2%
        Home Improvement              133       127    + 4.8%
        Mall Entertainment             79        77    + 3.2%
        Other Non-GAFO Misc.          296       280    + 5.7%
        SUBTOTAL                     $192      $188    + 2.4%
        TOTAL NON-GAFO               $233      $228    + 2.5%
        TOTAL                        $256      $252    + 1.8%


Note:  Sales per square foot numbers are rounded to whole dollars.  Three
categories illustrated here have limited representation in the ICSC sample:
Automotive, +12.2%; Home Improvement, +4.8%; and Supermarkets, -18.9%.

Source:   U.S. Department of Commerce and Dougal M. Casey.


    GAFO  sales have risen relative to household income.  In 1990 these sales
represented 13.9 percent of average household income. By 1994 they rose to 14.4
percent.  Projections through 2000 show a  continuation of this trend to 14.7
percent.  On average, total sales  were equal to nearly 55.0 percent of
household  income  in 1994.

Determinants of Retail Sales Growth and U.S. Retail Sales by Key

      Store Type                     1990         1994         2000(P)
Determinants                                                
Population                    248,700,000  260,000,000  276,200,000
Households                     91,900,000   95,700,000  103,700,000
Average Household Income          $37,400      $42,600      $51,600
Total Census Money Income      $3.4 Tril.   $4.1 Tril.   $5.4 Tril.
% Allocations of Income to Sales
GAFO Stores                         13.9%        14.4%        14.7%
Convenience Stores                  12.9%        11.7%        10.7%
Home Improvement Stores              2.8%         3.0%         3.3%
Total Shopping Center-
Inclined Stores                     29.6%        29.1%        28.8%
Total Retail Stores                 54.3%        54.6%        52.8%
Sales ($Billion)                                            
GAFO Stores                          $472         $592         $795
Convenience Stores                    439          479          580
Home Improvement Stores                95          123          180
Total Shopping Center-
Inclined Stores                    $1,005       $1,194       $1,555
TOTAL RETAIL SALES                 $1,845       $2,237       $2,850

Note:     Sales and income figures are for the full year; population
and household figures are as of April 1 in each respective year.

P = Projected.

Source:   U.S. Census of Population, 1990; U.S. Bureau of the Census Current
Population Reports: Consumer Income P6-168, 174, 180, 184 and 188; Berna Miller
with Linda Jacobsen, "Household Futures", American Demographics, March 1995;
Retail Trade sources already cited; and Dougal M. Casey: ICSC White Paper


    GAFO   sales  have  risen  at  a  compound  annual  rate   of approximately
6.8  percent since 1991  based  on  the  following annual change in sales.

                        1990/91        2.9%
                        1991/92        7.0%
                        1992/93        6.6%
                        1993/94        7.0%


    According  to  a  recent study by the ICSC,  GAFO  sales  are expected to
grow by 5.0 percent per annum through the year  2000, which  is well above the
4.1 percent growth for all retail sales. This information is presented in the
following chart.

 Retail Sales in the United States, by Major Store Type
                                1994         2000(P)          Percent Change
                                                                     Compound
Store Type                 ($ Billions)   ($ Billions)        Total    Annual

GAFO:                                                       
General Merchandise             $  283         $  370         30.7%      4.6%
Apparel & Accessories              110            135         22.7%      3.5%
Furniture/Home Furnishings         120            180         50.0%      7.0%
Other Shoppers Goods                81            110         35.8%      5.2%
GAFO Subtotal                   $  592         $  795         34.3%      5.0%
CONVENIENCE GOODS:                                          
Food Stores                     $  398         $  480         20.6%      3.2%
Drugstores                          82            100         22.0%      3.4%
Convenience Subtotal            $  479         $  580         21.1%      3.2%
Home Improvement                   123            180         46.3%      6.6%
Shopping Center-        
Inclined Subtotal               $1,194         $1,555         30.2%      4.5%
All Other                        1,043          1,295         24.2%      3.7%
Total                           $2,237         $2,850         27.4%      4.1%

Note:    P = Projected.  Some figures rounded.
Source:  U.S. Department of Commerce, Bureau of the Census and Dougal M. Casey.


    In  considering  the  six-year period  January  1995  through December
2000,  it  may  help to look  at  the  six-year  period extending  from January
1989 through  December  1994  and  then compare the two time spans.
    
    Between  January  1989  and December 1994,  shopping  center- inclined
sales in the United States increased by $297 billion,  a compound  growth  rate
of 4.9 percent.  These  shopping  center- inclined sales are projected to
increase by $361 billion  between January 1995 and December 2000, a compound
annual growth rate  of 4.5 percent.  GAFO sales, however, are forecasted to
increase  by 34.3 percent or 5.0 percent per annum.

Industry Trends
    According to the National Research Bureau, there were a total of  40,368
shopping centers in the United States at the  end  of 1994.   During this year,
735 new centers opened, an 10.0 percent increase  over the 667 that opened in
1993.  The upturn marked the first time since 1989 that the number of openings
increased.  The greatest growth came in the  small center category (less than
100,000 square feet) where 457 centers were  constructed.   In terms of GLA
added, new  construction in 1994 resulted in an addition of 90.16 million
square  feet  of  GLA from approximately 4.77  billion  to  4.86 billion square
feet.  The  following  chart highlights trends  over  the  period  1987 through
1995.

Census Data: 8-Year Trends


     No. of     Total      Total       Average  Average % Change New  % Increase
Year Centers     GLA       Sales       GLA per  Sales   in Sales Cen-  in Total
                          (Billions)    Center  per SF   per SF  ters   Centers
- ---- ------ ------------- ------------ -------  ------- ------- ----- ----------

1987 30,641 3,722,957,095 $602,294,426 121,502  $161.78  2.41%  2,145    7.53%
1988 32,563 3,947,025,194 $641,096,793 121,212  $162.43  0.40%  1,922    6.27%
1989 34,683 4,213,931,734 $682,752,628 121,498  $162.02 -0.25%  2,120    6.51%
1990 36,515 4,390,371,537 $706,380,618 120,235  $160.89 -0.70%  1,832    5.28%
1991 37,975 4,563,791,215 $716,913,157 120,179  $157.09 -2.37%  1,460    4.00%
1992 38,966 4,678,527,428 $768,220,248 120,067  $164.20  4.53%    991    2.61%
1993 39,633 4,770,760,559 $806,645,004 120,373  $169.08  2.97%    667    1.71%
1994 40,368 4,860,920,056 $851,282,088 120,415  $175.13  3.58%    735    1.85%
Compound
Annual +4.01%   +3.88%       +5.07%    -.13%     +1.14%   N/A     N/A     N/A
Growth
Source: National Research Bureau Shopping Center Database and Statistical Model


    From the chart we see that both total GLA and total number of centers have
increased at a compound annual rate of approximately 4.0  percent since 1987.
New construction was up 1.85 percent  in 1994,  a slight increase over 1993 but
still well below the  peak year  1987  when  new  construction  increased  by
7.5  percent.  Industry analysts point toward increased liquidity among
shopping center owners, due in part to the influx of capital from securitized
debt financiang and the return of lending by banks and insurance companies.
REITs have also been a source of capital and their appetite for new product has
provided a convenient take out vehicle.
    
    Among the 40,368 centers in 1994, the following breakdown  by
size can be shown.

             U.S. Shopping Center Inventory, January 1995

                                                Square Feet
                          Number of Centers      (Millions)
                          -----------------   ---------------
        Size Range (SF)   Amount    Percent    Amount  Percent
        ---------------   ------    -------    ------  -------
        Under   100,000    25,450     63%      1,266    25%
        100,000-400,000    13,035     32%      2,200    45%
        400,000-800,000     1,210      3%        675    15%
        Over    800,000       673      2%        750    15%

            Total          40,368    100%      4,865   100%

Source: National Research Bureau (some numbers slightly rounded).


    According  to  the National Research Bureau, total  sales  in shopping
centers have grown at a compound rate of  5.07  percent since  1987.   With
sales  growth  outpacing  new  construction, average   sales  per  square  foot
have  been  showing  positive increases since the last recession.  Aggregate
sales were up  5.5 percent  nationwide from $806.6 billion (1993) to $851.3
billion (1994).  In 1994, average sales were $175.13 per square foot,  up
nearly 3.6 percent over 1993 and 1.14 percent on average over the past seven
years.  The biggest gain came in the super- regional category (more than 1
million square feet) where sales were up 5.05 percent to $193.13 per square
foot.
    
    The  following chart tracks the change in average  sales  per square foot
by size category between 1993 and 1994.

                         Sales Trends by Size Category
                                   1993-1994
                          Average Sales Per Square Foot

                Category             1993      1994       % Change

        Less than    100,000 SF     $193.10   $199.70       +3.4%
        100,001 to   200,000 SF     $156.18   $161.52       +3.4%
        200,001 to   400,000 SF     $147.57   $151.27       +2.5%
        400,001 to   800,000 SF     $157.04   $163.43       +4.1%
        800,001 to 1,000,000 SF     $194.06   $203.20       +4.7%
        More than  1,000,000 SF     $183.90   $193.13       +5.0%
        Total                       $169.08   $175.13       +3.6%

Source:   National Research Bureau


    Empirical  data  shows that the average  GLA  per  capita  is increasing.
In 1994, the average for the nation was 18.7.   This was  up  17  percent  from
16.1 in 1988 and more  recently,  18.5 square  feet per capita in 1993.  Among
states, Florida has the highest GLA per capita with 28.1  square feet and South
Dakota has the lowest at 9.40  square feet.   The estimate for 1995 is for an
increase to 19.1 per square foot per capita.  Per capita GLA for regional malls
(defined as all centers in excess of 400,000 square feet) has also been rising.
This information is presented on the following chart.

               GLA per
               Capita            All      Regional
                Year           Centers      Malls
                1988            16.1         5.0
                1989            17.0         5.2
                1990            17.7         5.3
                1991            18.1         5.3
                1992            18.3         5.5
                1993            18.5         5.5
                1994            18.7         5.4

Source: International Council of Shopping Center: The Scope of The Shopping
Center Industry and National Research Bureau


    The  Urban Land Institute, in the 1995 edition of Dollars and Cents of
Shopping Centers, reports that vacancy rates range  from a  low of 2.0 percent
in neighborhood centers to 14.0 percent for regional malls.  Super-regional
malls reported a vacancy rate  of 7.0  percent  and community centers were 4.0
percent  based  upon their latest survey.
    
    The  retail industry's importance to the national economy can also  be seen
in the level of direct employment.  According  to F.W. Dodge, the construction
information division of McGraw-Hill, new  projects  in  1994  generated $2.6
billion  in  construction contract  awards and supported 41,600 jobs in
construction  trade and  related industries.  This is nearly half of the
construction employment level of 95,360 for new shopping center development in
1990.  It is estimated that 10.18 million people are now employed in  shopping
centers, equal to about one of every nine  non-farm workers in the country.
This is up 2.9 percent over 1991.

Market Shifts - Contemporary Trends in the Retail Industry
    During  the 1980s, the department store and specialty apparel store
industries competed in a tug of war for consumer  dollars. Specialty  stores
emerged largely victorious as department  store sales  steadily  declined as a
percentage  of  total  GAFO  sales during  the  decade, slipping from 47.0
percent in 1979  to  44.0 percent  in  1989.   During  this  period,  many
anchor  tenants teetered  from  high  debt  levels  incurred  during
speculative takeovers  and leveraged buyouts of the 1980s.  Bankruptcies  and
restructuring, however, have forced major chains  to  refocus  on their
customer  and shed unproductive stores and product  lines. At year end 1994,
department store sales, as a percentage of GAFO sales, were approximately 37.5
percent.
    
    The  continued strengthening of some of the major  department store chains,
including Sears, Federated/Macy's, May and  Dayton Hudson,  is  in direct
contrast to the dire predictions  made  by analysts  about  the demise of the
traditional  department  store industry.   This  has  undoubtedly  been brought
about  by  the heightened level of merger and acquisition activity in the 1980s
which  produced a burdensome debt structure among many  of  these entities.
When coupled with reduced sales and cash flow  brought on  by the recession,
department stores were unable to meet their debt service requirements.
    
    Following  a  round  of bankruptcies and restructurings,  the industry has
responded with aggressive cost-cutting measures  and a focused merchandising
program that is decidedly more responsive to consumer buying patterns.  The
importance of department stores to  mall  properties is tantamount to a
successful project  since the  department  store  is  still the principal
attraction  that brings patrons to the center.
    
    On  balance, 1994/95 was a continued period of transition for the retail
industry.  Major retailers achieved varying degrees of success  in  meeting the
demands of increasingly value  conscious shoppers.  Since the onset of the
national economic recession  in mid-1990,  the  retail market has been
characterized  by  intense price competition and continued pressure on profit
margins.  Many national and regional retail chains have consolidated
operations, closed  underperforming stores, and/or scaled back  on  expansion
plans  due  to  the  uncertain spending  patterns  of  consumers.
Consolidations and mergers have produced a more limited number of retail
operators,  which  have responded  to  changing  spending patterns  by
aggressively repositioning themselves  within  this evolving market.  Much of
the recent retail construction activity has involved the conversion of existing
older retail centers into power center formats, either by retenanting or
through expansion. An  additional  area of growth in the retail  sector  is  in
the "supercenter"  category, which consists of the  combined  grocery and
department stores being developed by such companies as  Wal- Mart  and Kmart.
These formats require approximately 150,000  to 180,000  square  feet in order
to carry the depth of  merchandise necessary for such economies of scale and
market penetration.
    
    Some  of the important developments in the industry over  the past year can
be summarized as follows:

    -   The discount department store industry emerged as arguably
        the most volatile retail sector, lead by regional chains in the
        northeast.  Jamesway, Caldor and Bradlees each filed for Chapter
        11 within six months and Hills Stores is on the block.  Jamesway
        is now in the process of liquidating all of its stores.  Filene's
        Basement was granted relief from some covenant restrictions and
        its stock price plummeted.  Ames, based in Rocky Hill,
        Connecticut, will close 17 of its 307 stores.  Kmart continues to
        be of serious concern.  Its debt has been downgraded to junk bond
        status.  Even Wal-Mart, accustomed to double digit sales growth,
        has seen some meager comparable sales increases.  These trends
        are particularly troubling for strips since these tenants are
        typical anchors.

    -   The attraction of regional malls as an investment has
        diminished in view of the wave of consolidations and bankruptcies
        affecting in-line tenants.  Some of the larger restructurings
        include Melville with plans to close up to  330 stores, sell
        Marshalls to TJX Companies, split into three publicly traded
        companies, and sell Wilsons and This End Up; Petrie Retail, which
        operates such chains as M.J. Carroll, G&G, Jean Nicole, Marianne
        and Stuarts, has filed for bankruptcy protection; Edison Brothers
        (Jeans West, J. Riggins, Oak Tree, 5-7-9 Shops, etc.) announced
        plans to close up to 500 stores while in Chapter 11; J. Baker
        intends to liquidate Fayva Shoe division (357 low-price family
        footwear stores); The Limited announced a major restructuring,
        including the sale of partial interests in certain divisions;
        Charming Shoppes will close 290 Fashion Bug and Fashion Bug Plus
        stores; Trans World Entertainment (Record Town) has closed 115 of
        its 600  mall shop locations. Other chains having trouble include
        Rickel Home Centers which filed Chapter 11; Today's Man, a 35
        store Philadelphia based discount menswear chain has filed; nine
        subsidiaries of Fretta, including Dixon's, U.S. Holdings and
        Silo, filed Chapter 11; and Clothestime, also in bankruptcy will
        close up to 140 of its 540 stores.  Merry-Go-Round, a chain that
        operates 560 stores under the names Merry-Go-Round, Dejaiz and
        Cignal is giving up since having filed in January 1994 and will
        liquidate its assets.  Toys "R" Us has announced a global
        reorganization that will close 25 stores and cut the number of
        items it carries to 11,000 from 15,000.  Handy Andy, a 50 year
        old chain of 74 home improvement centers which had been in
        Chapter 11, has decided to liquidate, laying off 2,500 people.

    -   Overall, analysts estimate that 4,000 stores closed in 1995 and as many
        as 7,000 more will close in 1996.  Mom-and-Pop stores, where 75 percent
        of U.S. retailers employ fewer than 10 people have been declining for
        the past decade. Dun and Bradstreet reports that retail failures are up
        1.4 percent over Last year - most of them small stores who don't have
        the financial flexibility to renegotiate payment schedule.

    -   With sales down, occupancy costs continue to be a major
        issue facing many tenants.  As such, expansion oriented retailers
        like The Limited, Ann Taylor and The Gap, are increasingly
        shunning mall locations for strip centers.  This has put further
        pressure on mall operators to be aggressive with their rent
        forecasts or in finding replacement tenants.

    -   While the full service department store industry led by Sears has seen
         a profound turnaround, further consolidation and restructuring
         continues.  Woodward & Lothrop was acquired by The May Department
         Stores Company and JC Penney; Broadway Stores was acquired by
         Federated Department Stores; Elder Beerman has filed Chapter 11 and
         will close 102 stores; Steinbach Stores will be acquired by Crowley,
         Milner & Co.; Younkers will merge with Proffitts; and Strawbridge and
         Clothier has hired a financial advisor to explore strategic
         alternatives for this Philadelphia based chain.

     -   Aside from the changes in the department store arena, the most notable
         transaction in 1995 involved General Growth Properties' acquisition of
         the Homart Development Company in a $1.85 billion year-end deal.
         Included were 25 regional malls, two current projects and several
         development sites. In November, General Growth arranged for the sale
         of the community center division to Developers Diversified for
         approximately $505 million.  Another notable deal involved Rite Aid
         Corporation's announcement that it will acquire Revco Drug Stores in a
         $1.8 billion merger to form the nation's largest drug store company
         with sales of $11 billion and 4,500+/- stores.

     -   As of January 1, 1995 there were 311 outlet centers with 44.4 million
         square feet of space.  Outlet GLA has grown at a compound annual rate
         of 18.1 percent since 1989. Concerns of over-building, tenant
         bankruptcies, and consolidations have now negatively impacted this
         industry as evidenced by the hit the outlet REIT stocks have taken.
         Outlet tenants have not been immune to the global troubles impacting
         retail sales as comparable store sales were down 3.1 percent through
         November 1995.

     -   Category Killers and discount retailers have continued to drive the
         demand for additional space.  In 1995, new contracts were awarded for
         the construction or renovation of 260 million square feet of stores
         and shopping centers, up from 173 million square feet in 1991
         according to F.W. Dodge, matching the highest levels over the past two
         decades.  It is estimated that between 1992 and 1994, approximately
         55.0 percent of new retail square footage was built by big box
         retailers.  In 1994, it is estimated that they accounted for 80.0
         percent of all new stores. Most experts agree that the country is
         over-stored.  Ultimately, it will lead to higher vacancy rates and
         place severe pressure on aging, capital intensive centers.  Many
         analysts predict that consolidation will occur soon in the office
         products superstores category where three companies are battling for
         market share - OfficeMax, Office Depot and Staples.

     -   Entertainment is clearly the new operational requisite for property
         owners and developers who are incorporating some form of entertainment
         into their designs.  With a myriad of concepts available, ranging from
         mini-amusement parks to multiplex theater and restaurant themes, to
         interactive high-tech applications, choosing the right formula is a
         difficult task.

Investment Criteria and Institutional Investment Performance
    Investment  criteria for mall properties range widely.   Many firms  and
organizations  survey  individuals  active  in   this industry  segment  in
order to gauge  their  current  investment criteria.   These  criteria can be
measured  against  traditional units  of comparison such as price (or value)
per square foot  of GLA and overall capitalization rates.
    
    The  price that an investor is willing to pay represents  the current  or
present value of all the benefits of ownership.   Of fundamental importance is
their expectation of increases in  cash flow  and  the  appreciation of the
investment.   Investors  have shown  a  shift in preference to initial return,
placing probably less emphasis on the discounted cash flow analysis (DCF).  A
DCF is  defined  as  a  set  of  procedures in  which  the  quantity,
variability, timing, and duration of periodic income, as well  as the quantity
and  timing  of  reversions,  are  specified  and discounted  to  a  present
value  at  a  specified  yield  rate. Understandably,  market thinking has
evolved  after  a  few  hard years  of reality where optimistic cash flow
projections did  not materialize.  The DCF is still, in our opinion, a valid
valuation technique  that when properly supported, can present a  realistic
forecast of a property's performance and its current value in the marketplace.
    
    Equitable Real Estate Investment Management, Inc. reports  in their
Emerging  Trends  in  Real  Estate  -  1996  that   their respondents  give
retail investments generally poor  performance forecasts  in their latest
survey due to the protracted  merchant shakeout which will continue into 1996.
While dominant, Class  A malls  are  still  considered to be one of the best
real  estate investments  anywhere,  only  13.0  percent  of  the  respondents
recommended  buying  malls.  Rents and  values  are  expected  to remain  flat
(in real terms) and no one disputes their contention that  15  to 20 percent of
the existing malls nationwide will  be out of business by the end of the
decade.  For those centers that will continue to reposition themselves,
entertainment will be  an increasingly important part of their mix.
    
    Investors  do  cite  that,  after having  been  written  off, department
stores  have  emerged from the  shake-out  period  as powerful as ever.  The
larger chains such as Federated,  May  and Dillard's,  continue to acquire the
troubled regional chains  who find  it  increasingly difficult to compete
against the  category killers.   Many  of  the  nations largest  chains  are
reporting impressive profit levels, part of which has come about from their
ability  to  halt the double digit sales growth of  the  national discount
chains.   Mall  department  stores  are   aggressively reacting  to  power  and
outlet centers to protect  their  market share.   Department stores are
frequently meeting discounters  on price.
    
    While  power centers are considered one retail property  type currently  in
a  growth  mode, most respondents  feel  that  the country  is  over-stored and
value gains  with  these  types  of centers will lag other property types,
including malls, over five and ten year time frames.
    
    The  following chart summarizes the results of their  current survey.

                 Retail Property Rankings and Forecasts

                Invest Potential
                Investment Potential   1996     Predicted Value Gains
  Property      --------------------   Rent     ---------------------
    Type         Rating1  Ranking2   Increase   1 Yr.   5Yrs.   10Yrs.

Regional Malls     4.9      8th        2.0%      2%      20%     40%
Power Centers      5.3      6th        2.3%      1%      17%     32%
Community Centers  5.4      5th        2.4%      2%      17%     33%

1    Scale of 1 to 10
2    Based on 9 property types


    The  NCREIF Property Index represents data collected from the Voting
Members of the National Council of Real Estate Investment Fiduciaries.  As
shown in the following table, data  through  the third  quarter  of  1995 shows
that the retail  index  posted  a positive  1.23  percent  increase  in  total
return.   Increased competition  in the retail sector from new and expanding
formats and changing locational references has caused the retail index to trail
all  other  property types.  As such,  the  -2.01  percent decline  in  value
reported by the retail subindex for  the  year were in line with investors'
expectations.

                            Retail Property Returns
                                  NCREIF Index
                             Third Quarter 1995 (%)

     Period        Income     Appreciation     Total   Change in CPI
3rd Qtr. 1995       1.95        - .72           1.23        .46
One Year            8.05        -2.01           5.92       2.55
Three Years         7.54        -3.02           4.35       2.73
Five Years          7.09        -4.61           2.23       2.92
Ten Years           6.95          .54           7.52       3.53

Source:   Real Estate Performance Report
          National Council of Real Estate Investment Fiduciaries


    It  is  noted that the positive total return continues to  be affected  by
the capital return component which has been negative for  the  last five years.
However, as compared to the CPI,  the total index has performed relatively
well.
    
Real Estate Investment Trust Market (REITs)
    To  date, the impact of REITs on the retail investment market has  been
significant, although the majority of Initial Property Offerings (IPOs)
involving regional malls, shopping centers,  and outlet centers did not enter
the market until the latter part  of 1993  and early 1994.  It is noted that
REITs have dominated  the investment market for apartment properties and have
evolved  into a major role for retail properties as well.
    
    As  of  November 30, 1995, there were 297 REITs in the United States, about
79.0 percent (236) which are publicly traded.   The advantages  provided by
REITs, in comparison to more  traditional real estate investment opportunities,
include the diversification of property types and location, increased liquidity
due to shares being traded on major exchanges, and the exemption from corporate
taxes when 95.0 percent of taxable income is distributed.
    
    There  are essentially three kinds of REITs which can  either be
"open-ended",  or Finite-life (FREITs) which  have  specified liquidation
dates, typically ranging from eight to fifteen years.

    -   Equity REITs center around the ownership of properties where
        ownership interests (shareholders)receive the benefit of returns
        from the operating income as well as the anticipated appreciation
        of property value.  Equity REITs typically provide lower yields
        than other types of REITs, although this lower yield is
        theoretically offset by property appreciation.

    -   Mortgage REITs invest in real estate through loans.  The return to
        shareholders is related to the interest rate for mortgages placed by
        the REIT.

    -   Hybrid REITs combine the investment strategies of both the equity and
        mortgage REITs in order to diversify risk.

    The influx of capital into REITs has provided property owners with an
significant alternative marketplace of investment capital and  resulted in  a
considerably more liquid  market  for  real estate.   A  number of
"non-traditional" REIT  buyers,  such  as utility  funds  and equity/income
funds,  established  a  major presence in the market during 1993/94.
    
    1995 was not viewed as a great year for REITs relative to the advances seen
in  the  broader  market.   Through  the  end  of November,  equity  REITs
posted  a  9.3  percent  total   return according  to the National Association
of Real Estate  Investment Trusts  (NAREIT).  The best performer among equity
REITs was  the office  sector  with  a  29.4 percent  total  return.   This was
followed  by  self-storage  (27.3%), hotels  (26.7%),  triple-net lease
(20.6%), and health care (18.8%).  Two equity REIT sectors were in the red -
outlet centers and regional malls.

Retail REITs
    As  of  November  30, 1995, there were a total  of  47  REITs specializing
in retail, making up approximately 16 percent of the securities in the REIT
market.  Depending upon the property  type in  which  they specialize, retail
REITs are divided  into  three categories:   shopping  centers,  regional
malls,   and   outlet centers.  The REIT performance indices chart shown as
Table A  on the  following page, shows a two-year summary of the total retail
REIT  market  as  well as the performance of the three  composite categories.

                          Table A - REIT Performance Indicies

                    Y-T-D Total    Dividend     No. of REIT        Market
                      Return        Yield       Securities     Capitalization*
                    -----------  -----------  --------------  ----------------
                                    As of November 30, 1995
                    ----------------------------------------------------------
Total Retail           0.49%         8.36%         47            $14,389.1
  Strip Centers        2.87%         8.14%         29            $ 8,083.3
  Regional Malls      -2.47%         9.06%         11            $ 4,886.1
  Outlet Centers      -2.53%         9.24%          6            $ 1,108.7
                    -------------------------------------------------------
                                    As of November 30, 1994
                    -------------------------------------------------------
Total Retail          -3.29%         8.35%         46            $12,913.1
  Strip Center        -4.36%         7.98%         28            $ 7,402.7
  Regional Malls       2.84%         8.86%         11            $ 4,459.1
  Outlet Centers     -16.58%         8.74%          7            $ 1,051.4

*  Number reported in thousands
Source:  Realty Stock Review

    As  can  be  seen,  the  47  REIT securities  have  a  market
capitalization  of approximately $14.4 billion, up  11.5  percent from  the
previous  year. Total returns  were  positive  through November  1995,
reversing the negative return for the  comparable period  12 months earlier. It
is noted that the positive  return was the result of the strength of the
shopping center REITs which constitute nearly 60 percent of the market
capitalization.  Total retail REITs dividend yields have remained constant over
the last year  at  approximately 8.36 percent.  Regional mall and shopping
center  REITs  dominate the total market, making up approximately 85 percent of
the 47 retail REITs.
    
    While  many of the country's best quality malls and  shopping centers  have
recently been offered in the public  market,  this heavily  capitalized
marketplace has provided  sellers  with  an attractive alternative to the more
traditional market  for  large retail properties.

Regional Mall REITs
    The   accompanying  exhibit  Table  B  summarizes  the  basic
characteristics  of  eight  REITs and one  publicly  traded  real estate
operating company (Rouse Company) comprised exclusively or predominantly of
regional mall properties.  Excluding  the  Rouse Company  (ROUS), the IPOs have
all been completed since  November 1992.  The nine public offerings with
available information  have a  total  of 281 regional or super regional malls
with a combined leasable  area  of approximately 229 million square  feet. This
figure  represents more than 14.0 percent of the  total  national supply of
this product type.
    
    The nine companies are among the largest and best capitalized domestic real
estate equity securities, and are considerably more liquid  than  more
traditional real estate related  investments. Excluding  the Rouse Company,
however, these companies have  been publicly  traded  for only a short period,
and there  is  not  an established track record.  General Growth was the star
performer in  1995  with a 15 percent increase in its stock price following the
acquisition of the Homart retail portfolio  from  Sears  for $1.85  billion  -
the  biggest real estate  acquisition  of  the decade.

Table B Regional Mall REIT analysis
Cushman & Wakefield, Inc.

REIT Portfolio       CBL    CWN    EJD    GGP    MAC   ROUS    SPG    TCO    URB
- --------------------------------------------------------------------------------
Company Overview
- --------------------------------------------------------------------------------
Total Retail Cen.     95     23     51     40     16     67     56     19     12
  -Super Reg.*         5      1     28     14      4     27     21     16      7
  -Regional           11     22     23     25     10     27     35      3      2
  -Community          79      -     11      1      2     13     55      -      3
  -Other               -      -      -      -      -      -      3      -      -
Tot. Mall GLA**   17,129 12,686 44,460 28,881 10,620 44,922 39,329 22,031  8,895
Tot.Mall Shop GLA**6,500  4,895 15,300 12,111      - 19,829 15,731  9,088  2,356
Avg. Total GLA/Cen.**180    552    872    722    664    670    702  1,160    741
Avg. Shop GLA/Cen.**  68    213    300    303      -    296    281    478    196
- --------------------------------------------------------------------------------
Mall Operations
- --------------------------------------------------------------------------------
Reporting year      1994   1994   1994   1994   1994   1994   1994   1994   1994
Avg. Sales PSF
  of Mall GLA       $226   $204   $260   $245   $262   $285   $259   $335   $348
Minimum Rent/Sales
  ratio             8.6%   7.1%   8.3%      -      -      -   6.8%  10.2%   8.1%
Total Occupancy
  Cost/Sales ratio 12.2%  10.0%  12.4%      -  11.2%      -  10.2%  14.8%  11.7%
Mall Shop
  Occupancy Level  88.7%  84.0%  85.0%  87.0%  92.9%      -  86.2%  86.6%  93.3%
- --------------------------------------------------------------------------------
Share Price
- --------------------------------------------------------------------------------
IPO Date    10/27/93 8/9/93 6/30/94 4/8/93 3/9/94 1996 12/26/93 11/18/92 10/6/93
IPO Price         $19.50 $17.25 $14.75 $22.00 $19.00      - $22.25 $11.00 $23.50
Current Price
  (12/15/95)      $21.63 $ 7.38 $13.00 $19.13 $19.75 $19.63 $25.13 $ 9.75 $21.75
52-Week High      $22.00 $14.13 $15.13 $22.63 $21.88 $22.63 $26.00 $10.38 $22.50
52-Week Low       $17.38 $ 6.50 $12.00 $18.13 $19.25 $17.50 $22.50 $ 8.88 $18.75
- --------------------------------------------------------------------------------
Capitalization and Yields
- --------------------------------------------------------------------------------
Outstanding
  Shares***        30.20  36.85  89.60  43.37  31.45  47.87  95.64 125.85  21.19
Market Cap.***      $653   $272 $1,165   $830   $621   $940 $2,403 $1,227   $461
Annual Dividend    $1.59  $0.80  $1.26  $1.72  $1.68  $0.80  $1.97  $0.88  $1.94
Dividend Yield
  (12/15/95)       7.35% 10.84%  9.69%  8.99%  8.51%  4.08%  7.84%  9.03%  8.92%
FFO 1995****       $1.85  $1.50  $1.53  $1.96  $1.92  $1.92  $2.28  $0.91  $2.17
FFO Yield
  (12/15/95)       8.55% 20.33% 11.77% 10.25%  9.72%  9.78%  9.07%  9.33%  9.98%
- --------------------------------------------------------------------------------
Source: Salomon Brothers and Realty Stock Review; Annual Reports
*    Super Regional Centers (>=800,000 Sq. Ft)
**   Numbers in thousands (000) includes mall only
***  Numbers in millions
**** Funds From Operations is defined as net income (loss) before depreciation,
amoritizatoin, other non-cash items, extrodinary items, gains or losses of
assets and before minority interests in the Operating Partnership.

CBL -  CBL & Associates
CWN -  Crown American
EJD -  Edward Debartolo
GGP -  General Growth
MAC -  Macerich Company
ROUS - Rouse Company
SPG -  Simon Property
TCO -  Taubman Centers
URB -  Urban Shopping

Shopping Center REITs
    Shopping  center  REITs comprise the largest  sector  of  the retail  REIT
market  accounting for  29  out  of  the  total  47 securities.   General
characteristics of eight  of  the  largest shopping  center  REITs are
summarized on Table  C.   The  public equity market capitalization of the eight
companies totaled  $6.1 billion as of December 15, 1995.   The two largest,
Kimco  Realty Corp.  and  New  Plan  Realty Trust have a market  capitalization
equal to approximately 34.5 percent of the group total.
    
    While  the  regional  mall  and outlet  center  REIT  markets struggled
through 1995, shopping center REITs showed a  positive November  30,  1995
year-to-date return of 2.87%.  Through  1995, transaction activity in the
national shopping center  market  has been moderate.  Most of the action in
this market is in the power center  segment.   As  an  investment, power
centers  appeal  to investors and REITs because of the high current cash
returns  and long-term  leases.  However, with their popularity, the potential
for  overbuilding is high.  Also creating skepticism within  this market is the
stability of several large discount retailers  such as  Kmart,  and other
discount department stores which  typically anchor power centers.   Shopping
center REITs which hold numerous properties  where struggling retailers are
located are  currently keeping  close  watch over these centers in the  event
of  these anchor tenants vacating their space.
    
        Similar to the regional mall REITs, shopping center REITs have been
publicly traded for only a short period and do not have a  defined track
record.  While the REITs have been in existence for  a  relatively short
period, the growth requirements  of  the companies should place upward pressure
on values due to continued demand for new product.

Table C Shopping Center REIT analysis
Cushman & Wakefield, Inc.

REIT Portfolio          DDR     FRT     GRT    JPR     KIM    NPR    VNO     WRI
- --------------------------------------------------------------------------------
Company Overview
- --------------------------------------------------------------------------------
Tot. Properties         111      53      84     46     193    123     65     161
Tot. Retail Centers     104      53      84     40     193    102     56     141
Tot. Retail GLA*     23,600  11,200  12,300  6,895  26,001 14,500  9,501  13,293
Avg. Shop GLA/Cen.*     227     211     146    172     135    142    170      94
- --------------------------------------------------------------------------------
Mall Operations
- --------------------------------------------------------------------------------
Reporting year            -       -    1994      -    1994      -      -    1994
Total Rental Income       -       - $71,101      -$125,272      -      -$112,223
Average Rent/SF       $6.04       -   $5.78      -   $4.82      -      -   $8.44
Total Oper. Expenses      -       - $45,746      - $80,563      -      - $76.771
Oper. Expenses/SF         -       -   $3.72      -   $3.10      -      -   $5.78
Oper. Expenses Ratio      -       -   64.3%      -   64.3%      -      -   68.4%
Total Occupancy Level 96.6%   95.1%   96.3%  94.0%   94.7%  95.4%  94.0%   92.0%
- --------------------------------------------------------------------------------
Share Price
- --------------------------------------------------------------------------------
IPO Date               1992    1993    1994   1994    1991   1973   1993    1985
IPO Price            $19.50  $17.25  $14.75 $22.00  $19.00      - $22.25       -
Current Price
  (12/15/95)         $29.88  $23.38  $17.75 $20.63  $42.25 $21.63 $36.13  $36.13
52-Week High         $32.00  $23.75  $22.38 $21.38  $42.25 $23.00 $38.13  $38.13
52-Week Low          $26.13  $19.75  $16.63 $17.38  $35.00 $18.75 $32.75  $32.75
- --------------------------------------------------------------------------------
Capitalization and Yields
- --------------------------------------------------------------------------------
Outstanding Shares**  19.86   32.22   24.48  19.72   22.43  53.26  24.20   26.53
Market Cap.***        $ 567   $ 753   $ 435  $ 407   $ 948 $1,152  $ 872   $ 959
Annual Dividend       $2.40   $1.64   $1.92  $1.68   $2.16  $1.39  $2.24   $2.40
Dividend Yield
  (12/15/95)          8.03%   7.01%  10.82%  8.14%   5.11%  6.43%  6.20%   6.64%
FFO 1995****          $2.65   $1.78   $2.25  $1.83   $3.15  $1.44  $2.67   $2.80
FFO Yield
  (12/15/95)          8.87%   7.61%  12.68%  8.87%   7.46%  6.66%  7.39%   7.75%
- --------------------------------------------------------------------------------
Source: Salomon Brothers and Realty Stock Review; Annual Reports

*   Numbers in thousands (000) includes mall only
**  Numbers in millions
*** Funds From Operations is defined as net income (loss) before depreciation,
amoritizatoin, other non-cash items, extrodinary items, gains or losses of
assets and before minority interests in the Operating Partnership.

DDR - Development Diversified
FRT - Federal Realty Inv.
GRT - Glimcher Realty
JPR - JP Realty Inc.
KIM - Kimco Realty Corp.
NPR - New Plan Realty
VNO - Vornado Realty
WRI - Weingarten Realty

Outlook
    A review of various data sources reveals the intensity of the development
community's efforts to serve a  U.S.  retail  market that is still growing,
shifting and evolving.  It is estimated 25- 30  power  centers  appear  to be
capable  of  opening  annually, generating  more  than 12 million square feet
of  new  space  per year.   That  activity is fueled by the locational needs of
key power  center  tenants, 27 of which indicated in recent  year-end reports
to shareholders an appetite for 900 new stores annually, an average of 30 new
stores per firm.
    
    With a per capita GLA figure of 19 square feet, most analysts are  in
agreement that the country is already  over-stored.   As such,  new  centers
will become feasible through  the  following demand generators:

   -    The gradual obsolescence of some existing retail locations
        and retail facilities;

   -    The evolution of the locational needs and format preferences
        of various anchor tenants; and

   -    Rising retail sales generated by increasing population and
        household levels.

    By  the  year 2000, total retail sales are projected to  rise from  $2.237
trillion in 1994 to almost $2.9 trillion;  shopping center-inclined sales are
projected to rise by $361 billion, from $1.194 trillion in 1994 to nearly $1.6
trillion in the year 2000. Those  increases  reflect annual compound  growth
rates  of  4.1 percent and 4.5 percent, respectively, for the six-year period.
    
    On  balance,  we  conclude that the outlook  for  the  retail industry  is
one of cautious optimism.  Because of the importance of  consumer spending to
the economy, the retail industry is  one of  the  most studied and analyzed
segments of the economy.   One obvious  benefactor of the aggressive expansion
and  promotional pricing  which  has characterized the industry is  the
consumer. There  will  continue to be an increasing focus on  choosing  the
right  format and merchandising mix to differentiate the  product from  the
competition and meet the needs of the consumer.   Quite obviously, many of the
nations' existing retail developments will find  it  difficult if not
impossible to compete.  Tantamount  to the success of these older centers must
be a proper merchandising or   repositioning   strategy  that  adequately
considers   the feasibility   of  the  capital  intensive  needs   of   such an
undertaking.   Coincident  with all  of  the  change  which  will continue  to
influence the industry is a  general  softening  of investor  bullishness. This
will lead to a realization that  the collective interaction of the fundamentals
of risk and reward now require   higher  capitalization  rates  and  long term
yield expectations in order to attract investment capital.



                GRAPHIC SHOWING OPERATING EXPENSE BUDGET (1996)
                                
                   GRAPHIC SHOWING TENANT SALES REPORT (1995)
                                
                 GRAPHIC SHOWING PRO-JECT LEASE ABSTRACT REPORT
                                
              GRAPHIC SHOWING PRO-JECT PROLOGUE ASSUMPTIONS REPORT
                                
                GRAPHIC SHOWING PRO-JECT TENANT REGISTER REPORT
                                
                GRAPHIC SHOWING PRO-JECT LEASE EXPIRATION REPORT
                                
     GRAPHIC SHOWING ENDS FULL DATA REPORT FOR PRIMARY AND TOTAL TRADE AREA
                                
                GRAPHIC SHOWING REGIONAL MALL SALES (1991-1993)
                                
              GRAPHIC SHOWING CUSHMAN & WAKEFIELD INVESTOR SURVEY



                        QUALIFICATIONS OF RICHARD W. LATELLA
                      ----------------------------------------

Professional Affiliations
- -------------------------
Member, American Institute of Real Estate Appraisers
 (MAI Designation #8346)

New York State Certified General Real Estate Appraiser         #46000003892
Pennsylvania State Certified General Real Estate Appraiser     #GA-001053-R
State of Maryland Certified General Real Estate Appraiser      #01462
Minnesota Certified General Real Estate Appraiser              #20026517
Commonwealth of Virginia Certified General Real Estate
Appraiser                                                      #4001-003348
State of Michigan Certified General Real Estate Appraiser      #1201005216

New Jersey Real Estate Salesperson (License #NS-130101-A)

Certified Tax Assessor - State of New Jersey

Affiliate Member - International Council of Shopping Centers,ICSC

Real Estate Experience
- ----------------------
Senior Director, Retail Valuation Group, Cushman & Wakefield Valuation Advisory
Services. - Cushman & Wakefield is a national full service real estate
organization and a Rockefeller Group Company.  While Mr. Latella's experience
has been in appraising a full array of property types, his principal focus is
in the appraisal and counseling for major retail properties and specialty
centers on a national basis.  As Senior Director of Cushman & Wakefield's
Retail Group his responsibilities include the coordination of the firm's
national group of appraisers who specialize in the appraisal of regional malls,
department stores and other major retail property types.  He has personally
appraised and consulted on in excess of 200 regional malls and specialty retail
properties across the country.

Senior Appraiser, Valuation Counselors, - Princeton, New Jersey, specializing
in the appraisal of commercial and industrial real estate, condemnation
analyses and feasibility studies for both corporate and institutional clients
from July 1980 to April 1983.

Supervisor, State of New Jersey, Division of Taxation, Local Property and
Public Utility Branch - in Trenton, New Jersey, as sisting and advising local
municipal and property tax assessors throughout the state from June 1977 to
July 1980.

Associate, Warren W. Orpen & Associates, - Trenton, New Jersey, assisting in
the preparation of appraisals of residential prop erty and condemnation
analyses from July 1975 to April 1977. Formal Education Trenton State College,
Trenton, New Jersey Bachelor of Science, Business Administration - 1977

As of the date of this report, Richard W. Latella, MAI, has completed the
requirements under the continuing education program of the Appraisal Institute.


                        QUALIFICATIONS OF BRIAN J. BOOTH
                       ----------------------------------

General Experience
- ------------------

Brian  J. Booth joined Cushman & Wakefield Valuation Advisory Services in 1995.
Cushman & Wakefield is a national full service real estate organization.
    
Mr.  Booth  previously worked for two  years  at  C.  Spencer Powell  &
Associates  in  Portland,  Oregon,  where  he  was  an associate appraiser.  He
worked on the analysis and valuation  of numerous  properties  including,
office  buildings,  apartments, industrials,  retail  centers, vacant land, and
special  purpose properties.

Academic Education
- ------------------

Bachelor of Science (BS)           Willamette University (1993)
Major: Business-Economics          Salem, Oregon

Study Overseas (Spring 1992)       London University
                                   London, England

Appraisal Education
- -------------------

110   Appraisal Principles                     Appraisal Institute      1993
120   Appraisal Procedures                     Appraisal Institute      1994
310   Income Capitalization                    Appraisal Institute      1994
320   General Applications                     Appraisal Institute      1994
410   Standards of Professional Practice A     Appraisal Institute      1993
420   Standards of Professional Practice B     Appraisal Institute      1993

Professional Affiliation
- ------------------------

Candidate MAI, Appraisal Institute



                              PARTIAL CLIENT LIST
                             ---------------------

                          VALUATION ADVISORY SERVICES
                                
                           CUSHMAN & WAKEFIELD, INC.
                                
                                    NEW YORK
                                
               PROFESSIONALS ARE JUDGED BY THE CLIENTS THEY SERVE


VALUATION ADVISORY SERVICES enjoys a long record of service in a confidential
capacity to nationally prominent institutional and corporate clients,
investors, government agencies and many of the nations largest law firms.
Following is a partial list of clients served by members of VALUATION ADVISORY
SERVICES - NEW YORK OFFICE.

Aetna
Air Products and Chemicals, Inc.
Aldrich, Eastman & Waltch, Inc.
Allegheny-Ludlam Industries
AMB Institutional Realty Advisors
America First Company
American Bakeries Company
American Brands, Inc.
American District Telegraph Company
American Express
American Home Products Corporation
American Savings Bank
Apple Bank
Apple South
Archdiocese of New York
Associated Transport
Atlantic Bank of New York
AT&T
Avatar Holdings Inc.
Avon Products, Inc.

Bachner, Tally, Polevoy, Misher & Brinberg
Baer, Marks, & Upham
Balcor Inc.
BancAmerica
Banca Commerciale Italiana
Banco de Brasil, N.A.
Banco Santander Puerto Rico
Banque Paribas
Baker & Mackenzie
Bank of America
Bank of Baltimore
Bank of China
Bank of Montreal
Bank of New York
Bank of Nova Scotia
Bank of Seoul
Bank of Tokyo Trust Company
Bank Leumi Le-Israel
Bankers Life and Casualty Company
Bankers Trust Company
Banque Indosuez
Barclays Bank International, Ltd.
Baruch College
Battery Park City Authority
Battle, Fowler, Esqs.
Bayerische Landesbank
Bear Stearns
Berkshire
Bertlesman Property, Inc.
Betawest Properties
Bethlehem Steel Corporation
Bloomingdale Properties
Borden, Inc.
Bowery Savings Bank
Bowest Corporation
Brandt Organization
Brooklyn Hospital
BRT Realty Trust
Burke and Burke, Esqs.
Burmah-Castrol

Cadillac Fairview
Cadwalader, Wickersham & Taft
Caisse National DeCredit
Campeau Corporation
Campustar
Canadian Imperial Bank of Commerce
Canyon Ranch
Capital Bank
Capital Cities-ABC, Inc.
Care Incorporated
Carter, Ledyard & Milburn
Chase Manhattan Bank, N.A.
Chemical Bank Corporation
Chrysler Corporation
C. Itoh & Company
Citibank, NA
Citicorp Real Estate
City University of New York
Clayton, Williams & Sherwood
Coca Cola, Inc.
Cohen Brothers
College of Pharmaceutical Sciences
Collegiate Church Corporation
Columbia University
Commonwealth of Pennsylvania
Consolidated Asset Recovery Company
Consolidated Edison Company of New York, Inc.
Continental Realty Credit, Inc.
Copley Real Estate Advisors
Corning Glass Works
Coudert Brothers
Covenant House
Cozen and O'Connor
Credit Agricole
Credit Lyonnais
Credit Suisse
Crivello Properties
CrossLand Savings Bank
CSX

Dai-Ichi Kangyo Bank
Dai-Ichi Sempei Life Insurance
Daily News, Inc.
Daiwa Securities
Dart Group Corporation
David Beardon & Company
Davidoff & Malito, Esqs
Dean Witter Realty
Debevoise & Plimpton
DeMatteis Organization
Den Norske Bank
Deutsche Bank
DiLorenzo Organization
Dime Savings Bank
Dodge Trucks, Inc.
Dollar/Dry Dock Savings Bank
Donovan, Leisure, Newton & Irvine
Dreyer & Traub
Dun and Bradstreet, Inc.

Eastdil Realty Advisors
East New York Savings Bank
East River Savings Bank
East Rutherford Industrial Park
Eastman Kodak Company
Eaton Corporation
Eichner Properties, Inc.
Ellenburg Capital Corporation
Emigrant Savings Bank
Empire Mutual Insurance Company
Endowment Realty Investors
Enzo Biochem, Inc.
Equitable Life Assurance Society of America
Equitable Real Estate
European American Bank

F.S. Partners
Famolare, Inc.
Farwest Savings & Loan Association
Federal Asset Disposition Authority
Federal Deposit Insurance Company
Federal Express Corporation
Federated Department Stores, Inc.
Feldman Organization
Fidelity Bond & Mortgage Company
Findlandia Center
First Bank
First Boston
First Chicago
First National Bank of Chicago
First Nationwide Bank
First New York Bank for Business
First Tier Bank
First Winthrop
Fisher Brothers
Fleet Bank
Flying J, Inc.
Foley and Lardner, Esqs.
Ford Bacon and Davis, Inc.
Ford Foundation
Ford Motor Company
Forest City Enterprises
Forest City Ratner
Forum Group, Inc.
Franchise Finance Corporation of America
Fried, Frank, Harris, Shriver & Jacobson
Friendly's Ice Cream Corporation
Fruehauf Trailer Corporation
Fuji Bank
Fulbright & Jaworski

G.E. Capital Corporation
General Electric Credit Corporation
General Motors Corporation
Gerald D. Hines Organization
Gibson Dunn and Crutcher
Gilman Paper
Gladstone Equities
Glimcher Company
Glynwed, Ltd.
Goldman, Sachs & Co.
Greater New York Savings Bank
Greycoat Real Estate Corp.
Greyhound Lines Inc.
Grid Properties
GTE Realty
Gulf Coast Restaurants
Gulf Oil

HDC
HRO International
Hammerson Properties
Hanover Joint Ventures, Inc.
Hartz Mountain Industries
Hawaiian Trust Company, Ltd.
Hertz Corporation
Home Federal
Home Savings of America
HongKong & Shanghai Banking Corporation
Horn & Hardart
Huntington National Bank
Hypo Bank

IDC Corporation
Ideal Corporation
ING Corporation
Integon Insurance
International Business Machines Corporation
International Business Machines Pension Fund
International Telephone and Telegraph Corporation
Investors Diversified Services, Inc.
Iona College
Irish Intercontinental Bank
Irish Life Assurance
Israel Taub
Isetan of America, Inc.

J & W Seligman & Company, Inc.
JMB Realty
J. B. Brown and Sons
J. C. Penney Company, Inc.
J. P. Morgan
Jamaica Hospital
James Wolfenson & Company
Jerome Greene, Esq.
Jewish Board of Family & Children's Services
Jones Lang Wootton

K-Mart Corporation
Kelly, Drye and Warren, Esqs.
Kennedy Associates
Key Bank of New York
Kerr-McGee Corporation
Kidder Peabody Realty Corp.
Kitano Arms Corporation
Knickerbocker Realty
Koeppel & Koeppel
Kronish, Lieb, Weiner & Hellman
Krupp Realty
Kutak, Rock and Campbell, Esqs.

Ladenburg, Thalman & Co.
Lans, Feinberg and Cohen, Esqs.
Lands Division, Department of Justice
Lazard Freres
LeBoeuf, Lamb, Greene & MacRae
Lefrak Organization
Lehman Brothers
Lennar Partners
Lepercq Capital Corporation
Lexington Corporate Properties
Lexington Hotel Corporation
Lincoln Savings Bank
Lion Advisors
Lomas & Nettleton Investors
London & Leeds
Long Term Credit Bank of Japan, Ltd.
Lutheran Church of America
Lynton, PLC

Macluan Capital Corporation
Macy's
MacAndrews and Forbes
Mahony Troast Construction Company
Manhattan Capital Partners
Manhattan College
Manhattan Life Insurance
Manhattan Real Estate Company
Manufacturers Hanover Trust Company
Marine Midland Bank
Mason Tenders
Massachusetts Mutual Life Insurance Company
May Centers, Inc.
Mayer, Brown, Platt
McDonald's Corporation
McGinn, Smith and Company
McGrath Services Corporation
MCI Telecommunications
Mellon Bank
Memorial Sloan-Kettering Cancer Center
Mendik Company
Mercedes-Benz of North America
Meridian Bank
Meritor Savings Bank
Merrill Lynch Hubbard
Merchants Bank
Metropolis Group
Metropolitan Life Insurance Company
Metropolitan Petroleum Corporation
Meyers Brothers Parking System Inc.
Michigan National Corp.
Milbank, Tweed
Millennium Partners
Miller, Montgomery, Sogi and Brady, Esqs.
Mitsui Fudosan - New York Inc.
Mitsui Leasing, USA
Mitsubishi Bank
Mitsubishi Trust & Banking Corporation
Mobil Oil Corporation
Moody's Investors Service
Moran Towing Corporation
Morgan Guaranty
Morgan Hotel Group
Morse Shoe, Inc.
Moses & Singer
Mountain Manor Inn
Mudge Rose Guthrie Alexander & Ferdon, Esqs.
Mutual Benefit Life
Mutual Insurance Company of New York

National Audubon Society, Inc.
National Bank of Kuwait
National Can Company
National CSS
National Westminster Bank, Ltd.
Nelson Freightways
Nestle's Inc.
New York Bus Company
New York City Division of Real Property
New York City Economic Development Corporation
New York City Housing Development Authority
New York City School Construction Authority
New York Life Insurance Company
New York State Common Fund
New York State Employee Retirement System
New York State Parks Department
New York State Teachers
New York State Urban Development Corporation
New York Telephone Company
New York Urban Servicing Company
New York Waterfront
Niagara Asset Corporation
Nippon Credit Bank, Inc.
Nomura Securities
Norcross, Inc.
North Carolina Department of Insurance
NYNEX Properties Company

Olympia and York, Inc.
Orient Overseas Associates
Orix USA Corporation
Otis Elevator Company
Owens-Illinois Corporation

PaineWebber, Inc.
Pan American World Airways, Inc.
Paul, Weiss, Rifkind
Park Tower Associates
Parke-Davis and Company
Paul Weiss Rifkind, Esqs.
Penn Central Corporation
Penn Mutual Life Insurance Company
Pennsylvania Retirement Fund
Penthouse International
Pepsi-Cola Company
Peter Sharp & Company
Petro Stopping Center
Pfizer International, Inc.
Philip Morris Companies, Inc.
Philips International
Phoenix Home Life
Pittston Company
Polyclinic Medical School and Hospital
Port Authority of New York and New Jersey
Postel Investment Management
Prentiss Properties Realty Advisors
Procida Organization
Proskauer Rose Goetz and Mandelsohn, Esqs.
Provident Bank
Prudential Securities
Pyramid Company

Rabobank Nederland
Ratner Group
RCA Corporation
Real Estate Recovery
Realty Income Corporation
Remson Partners
Republic Venezuela Comptrollers Office
Revlon, Inc.
Rice University
Richard Ellis
Richards & O'Neil
Ritz Towers Hotel Corporation
River Bank America
Robert Bosch Corporation
Robinson Silverman Pearce Aron
Rockefeller Center, Inc.
Rockefeller Center Properties
Roman Catholic Diocese of Brooklyn
Roosevelt Hospital
Rosenman & Colin
Royal Bank of Scotland
RREEF
Rudin Management Co., Inc.

Saint Vincent's Medical Center of New York
Saks Fifth Avenue
Salomon Brothers Inc.
Salvation Army
Sanwa Bank
SaraKreek USA
Saxon Paper Corporation
Schroder Real Estate Associates
Schulman Realty Group
Schulte, Roth & Zabel
BDO Seidman
Seaman Furniture Company, Inc.
Security Pacific Bank
Semperit of America
Sentinel Realty Advisors
Service America Corp.
Shea & Gould, Esqs.
Shearman and Sterling, Esqs.
Shearson Lehman American Express
Shidler Group
Sidley & Austin
Silver Screen Management, Inc.
Silverstein Properties, Inc.
Simpson, Thacher and Bartlett, Esqs.
Skadden, Arps, Slate, Meagher & Flom
Smith Barney
Smith Corona Corporation
Sol Goldman
Solomon Equities
Sonnenblick-Goldman
Southtrust Bank of Alabama
Spitzer & Feldman, PC
Stahl Real Estate
Standard & Poors
State Teachers Retirement System of New York
State Teachers Retirement System of Ohio
Stauffer Chemical Corporation
Stephens College
Sterling Drug, Inc.
Stroheim and Roman, Inc.
Stroock and Stroock and Lavan, Esqs.
Sullivan and Cromwell, Esqs.
Sumitomo Life Realty
Sumitomo Mutual Life Insurance Company
Sumitomo Trust Bank
Sun Oil Company
Sutherland, Asbill & Brennan
Swiss Bank Corporation

Tenzer Greenblat, Esqs.
Textron Financial
Thatcher, Proffitt, Wood
The Shopco Group
Thomson Information/Publishing
Thurcon Properties, Ltd.
Tobishima Associates
Tokyo Trust & Banking Corporation
Transworld Equities
Travelers Realty, Inc.
Triangle Industries
TriNet Corporation

UBS Securities Inc.
UMB Bank & Trust Company
Unibank
Union Bank of Switzerland
Union Carbide Corporation
Union Chelsea National Bank
United Bank of Kuwait
United Fire Fighters of New York
United Parcel Service
United Refrigerated
United States District Court, Southern District of New York
United States Life Insurance
United States Postal Service
United States Trust Company
Upward Fund, Inc.
US Cable Corp.

Vanity Fair Corporation
Verex Assurance, Inc.
Victor Palmieri and Company, Inc.
Village Bank
Vornado Realty Trust

W.P. Carey & Company, Inc.
Wachtell, Lipton, Rosen & Katz, Esqs.
Waterfront New York Realty Corporation
Weil, Gotshal & Manges
Weiss, Peck & Greer
Wells Fargo & Co.
Westpac Banking Corporation
Western Electric Company
Western Union International
Westinghouse Electric Corporation
White & Case
Wilkie Farr and Gallagher, Esqs.
William Kaufman Organization
Windels, Marx, Davies & Ives
Winthrop Financial Associates
Winthrop Simston Putnam & Roberts
Witco Corporation
Wurlitzer Company

Yarmouth Group



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