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The following is an excerpt from a 8-K SEC Filing, filed by GS MORTGAGE SECURITIES II SERIES 1997-GL I on 7/22/1997.
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GS MORTGAGE SECS CORP II COM MORT PAS THR CER SRS 1998 GL 11 - 8-K - 19970722 - EXHIBIT_99

This CD ROM contains an electronic version of appraisals for the Mortgaged Properties in PDF format and forms part of the paper version of the Prospectus Supplement. The information contained in this CD ROM does not appear elsewhere in paper form in this Prospectus Supplement and must be considered as part of, and together with, the information contained elsewhere in this Prospectus Supplement and the Prospectus. The information contained in this CD ROM has been filed by the Seller with the Securities and Exchange Commission as part of a Current Report on Form 8-K, which is incorporated by reference in this Prospectus Supplement, and is also available through the public reference branch of the Securities and Exchange Commission. Defined terms used in this CD ROM but not otherwise defined therein shall have the respective meanings assigned to them in the paper portion of the Prospectus Supplement and the Prospectus. All of the information contained in this CD ROM is subject to the same limitations and qualifications contained in this Prospectus Supplement and the Prospectus. Prospective investors are strongly urged to read the paper portion of this Prospectus Supplement and the Prospectus in its entirety prior to accessing this CD ROM. If this CD ROM was not received in a sealed package, there can be no assurances that it remains in its original format and should not be relied upon for any purpose. Prospective investors may contact J. Theodore Borter of Goldman, Sachs Co. at (212)902-3857 to receive an original copy of the CD ROM.



COMPLETE APPRAISAL OF
REAL PROPERTY

Downtown Plaza
211 East Ocean Boulevard
Long Beach, California 90802

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Cushman & Wakefield of California, Inc.                                CUSHMAN &
555 South Flower Street, Suite 4200                                 WAKEFIELD(R)
Los Angeles, CA 90071-2418                           A ROCKEFELLER GROUP COMPANY
Tel: (213) 955-5100
Fax: (213) 627-4044


     August 12, 1996


     Mr. Dan Kesich
     GMAC COMMERCIAL MORTGAGE CORPORATION
     650 Dresher Road
     Horsham, PA 19044-8015

     RE:   Appraisal of Real Property
           Downtown Plaza
           211 East Ocean Boulevard
           Long Beach, California 90802

Dear Mr. Kesich:

Enclosed are two final copies of the appraisal referenced above.

If you have any comments, please do not hesitate to call me at
(213) 955-6493.

Sincerely,

CUSHMAN & WAKEFIELD OF CALIFORNIA, INC.

James W. Myers, MAI
Senior Director
Valuation Advisory Services

Enclosure(s)

JWM/jkm
COVRLTR.DOC



COMPLETE APPRAISAL OF
REAL PROPERTY

Downtown Plaza
211 East Ocean Boulevard
Long Beach, California 90802


IN A SUMMARY REPORT
As of August 1, 1996

Prepared For:

GMAC Commercial Mortgage Corporation
650 Dresher Road
Horsham, PA 19044~-8015

Prepared By:

Cushman & Wakefield of California, Inc.
Valuation Advisory Services
555 South Flower Street, 42nd Floor
Los Angeles, California 90071

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Cushman & Wakefield of Caffornia, Inc.                                 CUSHMAN &
555 South Flower Street, Suite 4200                                 WAKEFIELD(R)
Los Angeles, CA 90071-2418                           A ROCKEFELLER GROUP COMPANY
Tel: (213) 955~-5100
Fax: (213) 627~-4044

August 5, 1996

Ms. Avis Tsuya
Senior Underwriter
GMAC COMMERCIAL MORTGAGE CORPORATION
650 Dresher Road
Horsham, PA 19044-8015

RE: Appraisal of Real Property
Downtown Plaza
211 East Ocean Boulevard
Long Beach, California 90802

Dear Ms. Tsuya:

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

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

This is a complete appraisal prepared in accordance with the Uniform Standards of Professional Appraisal Practice (USPAP) of The Appraisal Institute. The results of the appraisal are being conveyed in a Summary report according to our agreement. Because this is a summary report, the level of detail of presentation is less than that found in a self-contained report.

This report was prepared for GMAC Commercial Mortgage Corporation and it is intended only for the specified use of said 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 Miles Loo, Jr. and James W. Myers, MAI.

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

EIGHT MILLION DOLLARS
$8,000,000


Ms. Avis Tsuya

Page 2

August 5, 1996

The preceding estimate of market value are based upon a forecasted marketing period of approximately 12 months, which we believe (through a review of recent office building sale activity, as well as with conversations with local office/investment brokers) is reasonably representative for this product type.

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

Respectfully submitted,

CUSHMAN & WAKEFIELD OF CALIFORNIA, INC.

/s/Miles Loo, Jr.                                      /s/James W. Myers
Miles Loo, Jr.                                               James W. Myers, MAI
Appraiser                                                        Senior Director
Valuation Advisory Services                          Valuation Advisory Services
Provisional Real Estate Appraiser        Certified General Real Estate Appraiser
License No.: AP023313                                      License No.: AG002662

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

SUMMARY OF SALIENT FACTS AND CONCLUSIONS

Property Name:                         Downtown Plaza

Location:

     Office Parcel:                    Northeast corner of East Ocean Boulevard
                                       and The Promenade North. The street
                                       address is 211 East Ocean Boulevard,
                                       Long Beach, Los Angeles County,
                                       California.

     Parking Parcel:                   North side of Seaside Way extending
                                       from Locust Avenue to Collins Way.

Assessor's Parcel Number:

     Office Parcel:                    7280-029-024
     Parking Parcel:                   7278-007-041, 042, 043, and 044

Interest Appraised:                    Leased fee estate

Date of Value:                         August 5, 1996

Date of Inspections:                   August 5, 1996

Ownership:                             WMP Real Estate Limited, a Delaware
                                       limited partnership

Land Area:

     Office Parcel:                    42,160 square feet (0.97 acres) per
                                       Assessor's Maps
     Parking Parcel:                   29,110 square feet (0.67 acres) per
                                       Assessor's Maps

1995-96 Property Assessment
                                       Office ParcelParking Parcel
                                       ---------------------------
     Land:                               $1,714,600               $1,135,400
     Building:                            6,461,000                   29,000
                                         ----------               ----------
      Total:                             $8,175,600               $1,164,400

1995-96 Estimated Ad Valorem Taxes:         $89,757                  $11,780

Zoning:
     Office:                           CB, Commercial Business
     Parking Parcel:                   PD-6 (subarea 7), Downtown Shoreline &
                                       Planned

Highest and Best Use

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


                                   Summary Of Salient Facts And Conclusions
================================================================================

     If Vacant:                          Commercial development, such as a
                                         single tenant or multi-tenant office
                                         building; however, current market
                                         conditions are not conducive to
                                         speculative, multi-tenant office
                                         development at the present time,
                                         thus a holding period would be
                                         required before development of this
                                         type would likely occur.

     As Improved:                        As developed, with a multi-tenant,
                                         office building.

Improvements
     Type:                               Six-story class "B" office building
                                         over two levels of subterranean
                                         parking.

     Year Built:                         1982

     Area                                100,146+/- RSF

     Condition:                          Average

Operating Data and Forecasts
     Current Occupancy:                  92.8%

     Forecasted First Year Occupancy
       (Fiscal Year 1997):               93%

     Forecasted Average Occupancy:       8.4%

     Average Annual Rental Rate          $14.86 annually per square foot
         Forecasted:                     $16.20 annually per square foot

     Operating Expenses
         Last Full Year (1995):          $8.82 per net rentable square foot
         Budget (1996):                  $8.02 per net rentable square foot
         Forecasted (1997 FY):           $8.37 per net rentable square foot

 Value Indicators
     Sales Comparison Approach:          $9,000,000 ($89.87 per square foot of
                                         net rentable area)

     Income Approach:                    $7,600,000 ($75.89) per square foot of
                                         net rentable area)

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

                                        Summary Of Salient Facts And Conclusions
--------------------------------------------------------------------------------

Discounted Cash Flow Assumptions
     Market Rental Growth Rate
          1996:                          3.5% percent
          Thereafter:                    3.5% percent

     Expense Growth Rates
          Utilities:                     3.5% percent
          All others:                    3.5% percent
     Credit Loss Allowance:              5.0% percent
     Projected Term of Future Leases:    5 years
     Vacancy Between Tenants             2 months (after weighting)
     Renewal Probability:                65%
     Tenant Improvements
          New Tenants:                   $12.50 per square foot
          Renewal Tenants:               $5.00 per square foot
     Terminal Capitalization Rate:       10.5%
     Cost of Sale at Reversion:          2.0%
     Discount Rate:                      12.0%

Value Conclusion
      As Is Value Estimate:              $8,000,000

Resulting Indicators
      Going-in Capitalization Rate
        (Overall Capitalization Rate):   10.8%

      Price Per Square Foot
        (Net Rentable Area):             $79.88

Estimated Marketing Time:                12 months

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

                                         1) We have not deducted costs for
                                         capital work currently in progress or
                                         required in the future for ADA
                                         compliance.

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


TABLE OF CONTENTS

                                                                            Page

PHOTOGRAPHS OF THE SUBJECT PROPERTY ...........................................1

INTRODUCTION ..................................................................8
  Identification of Property ..................................................8
  Property Ownership and Recent History .......................................8
  Purpose and Function of the Appraisal .......................................8
  Extent of the Appraisal Process .............................................8
  Date of Value and Property Inspection .......................................9
  Property Rights Appraised ...................................................9
  Definitions of Value, Interest Appraised, and Other Pertinent Terms .........9
  Legal Description ..........................................................11

NEIGHBORHOOD ANALYSIS ........................................................12
  Location and Boundaries ....................................................12
  Immediate Surroundings .....................................................12
  Access and Transportation ..................................................13
  Employment .................................................................13
  Naval Property Reuse .......................................................14
  Aviation / Aerospace Industry ..............................................14
  Queensway Bay Plan .........................................................14
  Port of Long Beach .........................................................14
  Conclusion .................................................................15

LOS ANGELES OFFICE MARKET ANALYSIS ...........................................16
  Office Market Analysis .....................................................16
  Los Angeles County Office Market Overview ..................................16
  Employment .................................................................21
  Services ...................................................................22

LOS ANGELES SOUTH OFFICE MARKET ANALYSIS .....................................26
  Los Angeles South Office Market ............................................26
  Long Beach Market ..........................................................26
  Direct Competition .........................................................28
  Conclusions ................................................................28

PROPERTY DESCRIPTION .........................................................29
  Site Description ...........................................................29
  Improvements Description ...................................................29

REAL PROPERTY TAXES AND ASSESSMENTS ..........................................30

ZONING .......................................................................31

HIGHEST AND BEST USE .........................................................32

SALES COMPARISON APPROACH ....................................................34
  Methodology ................................................................34

INCOME APPROACH ..............................................................37
  Methodology ................................................................37
  Potential Gross Income .....................................................37
  Operating Expenses .........................................................41

                                                                       CUSHMAN &

WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Table Of Contents

  Capitalization .............................................................42
  Derivation of Discount Rate ................................................43
RECONCILIATION AND FINAL ESTIMATE OF VALUE ...................................46
ASSUMPTIONS AND LIMITING CONDITIONS ..........................................47
CERTIFICATION OF APPRAISAL ...................................................49
ADDENDA ......................................................................50

    Legal Description
    Copy of Floor Plans
    Project Assumptions and Analysis
    Cushman & Wakefield Investor Survey
    Qualifications of Miles Loo, Jr.
    Qualifications of James W. Myers, MAI

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


INTRODUCTION

Identification of Property

The subject property consists of two non-contiguous parcels improved with an office building and related parking and site improvements ("The Office Parcel") and a surface parking lot ("The Parking Parcel"). The Office Parcel contains 42,160 square feet of land area, and is improved with a 1982-built Class "B" six-story office building containing 100,146 square feet of rentable area. These improvements, known as Downtown Plaza, are located at the northeast corner of East Ocean Boulevard and The Promenade North in the downtown portion of the City of Long Beach. The street address is 211 East Ocean Boulevard. Based on the rent roll provided for our review the property is currently 92.8 percent leased overall, including a second floor lease for a tenant signed but not yet in occupancy.

The subject property also includes a non-contiguous "Parking Parcel" located about two blocks southeasterly of the Office Parcel, on the north side of Seaside Way extending from Locust Avenue to Collins Way. This parcel contains 29,110 square feet according to Assessors maps. The parcel is improved with a surface parking lot containing 79 marked spaces. The parking lot is leased to the adjacent hotel (Breakers Hotel) for a term through September 30, 2000 (subject to termination option for "up to" 29 spaces).

The Los Angeles County Assessor's office identifies the subject as parcel numbers 7280-029-024 (The Office Parcel) and 7278-007-041,042,043, and 044 (The Parking Parcel).

Property Ownership and Recent History

According to a grant deed dated June 27, 1996 the ownership in the subject property was transferred from WHC-ONE Investors, L.P. to WMP Real Estate Limited Partnership. This ownership transfer appears to have involved related parties, and to have been based on an allocated value of approximately $9,200,000 in conjunction with an allocation based on a "....certain Distribution and Contribution Agreement" which included other properties. According to Assessor's information the grantor in the June 27, 1996 transfer acquired the property in a trustee sale involving multiple properties in August, 1994. No allocation or sales price was available, and we are not aware of any other sales or marketing efforts involving the property during the past three years.

Purpose and Function of the Appraisal

The purpose of the appraisal is to provide an estimate of market value of the leased fee estate in the property. The function of this report is to assist GMAC Commercial Mortgage Corporation in an evaluation of the property for loan underwriting purposes.

Extent of the Appraisal Process

In the process of preparing this appraisal, we:

o Inspected the property with the property manager and building engineer;

o Reviewed leases and rent rolls relating to the current subject tenancies.


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Introduction

o Reviewed a detailed history of the income and expenses and a budget forecast for 1996, including the budget for planned capital expenditures and repairs;

o Conducted market research into occupancies, asking rents, and operation expenses at competing buildings including interviews with on-site managers and a review of our own data base;

o Conducted market inquiries into recent sales of similar building to ascertain the sales prices per-square foot and capitalization rates. This process involved telephone interviews with sellers, buyers and/or participating brokers; and

o Prepared Sales Comparison and Income Approaches to vale. The Cost Approach was not used.

Date of Value and Property Inspection

The date of value is August 1, 1996, with our date of our last inspection being the same.

Property Rights Appraised

We valued the leased fee estate, which in a legal conveyance through sale represent the fee simple title, subject to the existing encumbrances, i.e., the tenant leases, etc., in the improvements and corresponding land area.

Definitions of Value, Interest Appraised, and Other Pertinent Terms

The definition of market value taken from the Uniform Standards of Professional Appraisal Practice, 1994 Edition, published by The Appraisal Foundation, is as follows:

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

(1) Buyer and seller are typically motivated;

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

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

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

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


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Introduction

Exposure Time

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

Based upon the available sales data in the marketplace, as well as our discussions six to nine months would appear to have been reasonably appropriate for the subject property as the date of valuation.

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

Fee Simple Estate

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

Leased Fee Estate

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

Market Rent

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

Cash Equivalent

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

Discounted Cash Flow (DCF) Analysis

The procedure in which a discount rate is applied to a set of projected income streams and a reversion. The analyst specifies the quantity, variability, timing, and duration of the income streams as well as the quantity and timing of the reversion and discounts each to its present value at a specified yield rate. DCF analysis can be applied with any yield capitalization technique and may be performed on either a lease-by-lease or aggregate basis.


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Introduction

Legal Description
A complete legal description of the property is included in the Addenda. A general legal description is included below.

Office Parcel

"Parcel A" - Lots 4, 6, 8, 10, 12, 13, 14 and portion of lot 2 in block 112 of Long Beach Townsite, in the city of Long Beach, as shown in Map Book 19, Pages 91, et seq.; "Parcel B" - Lots 15, 16, 17 and 18 in block 112 of Long Beach Townsite, in the city of Long Beach, as shown in Map Book 19, Pages 91, et seq.; and "Parcel C" - Lots 7, 8, 9, 10, 11, 12, 13 and 14 in block B of Ocean Pier Tract, in the city of Long Beach as shown in Map Book 5, Page 135, as filed in the Office of County Recorder of Los Angeles County.

Parking Parcel

Lots 7, 8, 9, 10, 11, 12, 13 and 14 in block "L" of Ocean Pier Tract, in the city of Long Beach, in the county of Los Angeles, State of California, as per map recorded in Book 5, Page 135 of maps, in the office of the county recorder of said county together with those portions of Marine Way 20 feet wide vacated and Seaside Way a portion of which is vacated.


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

[GRAPHIC OMMITTED]

Area Map


NEIGHBORHOOD ANALYSIS

Location and Boundaries

The subject property is located in the southwestem portion of Los Angeles County in the state's fifth largest city, City of Long Beach. The City of Long Beach is part of a larger region known as the South Bay, an area which encompasses approximately 300 square miles of generally densely populated cities and/or communities. The South Bay region is generally bordered to the west and south by the Pacific Ocean, to the north by the Century Freeway (I-105), and to the east by the San Gabriel River Freeway (I-605). The South Bay region encompasses all of southern Los Angeles County and a portion of northwestern Orange County. Major cities within the South Bay area based on residential population include Carson, Hawthorne, Lakewood, Long Beach, Redondo Beach, and Torrance.

Centrally located in the southerly portion is the City of Long Beach, which is situated in the southern portion of the larger South Bay area, it is bordered to the west by the Communities of San Pedro and Wilmington, to the north by the cites of Carson, Cerritos, and Lakewood, to the east by the City of Seal Beach, and to the south by the Pacific Ocean. The surrounding land uses in the subject's immediate vicinity include commercial service, retail, hotel and residential development, and the local area is generally fully developed.

Immediate Surroundings

Ocean Boulevard is an important commercial and traffic corridor in the Long Beach area. It includes high-rise commercial development and provides access in an east/west direction from the Long Beach Freeway (I-710). Across the street from the "office parcel", on the south side of Ocean Boulevard and west of Locust Avenue, is the 180 Building, a 12-story 1982-built Class "B" office building containing approximately 200,028 square feet. Just east of The 180 Building is the 13-story Breakers Hotel. To the west of the 180 Building is the former Jergen's Trust site which is currently offered for sale or lease as a residential development site. Farther west, at 110 East Ocean Boulevard, is a 14-story, 1950-built commercial building. North of Ocean Boulevard and next to the subject on the east side is Home Savings Tower, a 10-story 103,000 square foot office building. Further east is the Shoreline Square, consisting of 417,000 square feet with 21 stories and built in 1989. This complex also includes a 462-room high-rise Sheraton Hotel.

Slightly north of the subject property is First Street, which contains central bus stops for the city of Long Beach and Metro Rail Blue Line, a light rail system extending approximately 22 miles from downtown Long Beach and downtown Los Angeles. The subject property faces the bus and train stations, which results in significant transient activity. This street provides no access for vehicular traffic, except to buses, trains and pedestrian traffic. As a result, this is viewed as somewhat of a detriment to the subject's ground floor bank space facing First Street.

Bordering the subject property to the west is The Promenade North, a pedestrian walkway, which extends from the Long Beach Convention Center facilities and the Hyatt Regency Hotel to the south of Long Beach Plaza, a regional shopping center to the north of the subject. The Promenade North is dedicated to widths varying from 68 to 80 feet and is well-landscaped with several park benches. It provides the subject with the visibility of a corner parcel from eastbound traffic on Ocean Boulevard, but does not benefit from full street corner exposure. Immediately west of the Promenade North is the high-rise Renaissance Hotel which faces Ocean Boulevard.


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Neighborhood Analysis

Access and Transportation

The City of Long Beach has very good access to outlying areas by way of the regional freeway network, the Metro Rail Blue Line, and local surface streets. The San Diego Freeway traverses the northern portion of the city in an east/west direction and provides access to several freeways in the South Bay region. Long Beach is bordered to the west by the Long Beach Freeway, which provides access in a northerly direction to the central portion of the South Bay and further north to Pasadena. The San Gabriel River Freeway provides access in a northerly direction from the southeastern portion of Long Beach to central Los Angeles County.

The Metro Rail Blue Line is a light rail system which extends for approximately 22 miles between downtown Long Beach and downtown Los Angeles. The Blue Line opened in mid 1990 and presently operates 22 stations, with a future extension of the line from downtown Los Angeles to Pasadena presently being planned. Ridership on the Blue Line has increased from an average of 19,000 riders per day in the line's first year of operation to an estimated 33,000 riders per day / 12,000,000 annually in calendar year 1996. The Blue Line originates near the intersection of Long Beach Boulevard and Ocean Boulevard in the Long Beach Civic Center area, approximately one block west of the subject property, and extends in a northerly direction along Long Beach Boulevard to Pacific Coast Highway.

Major surface streets in the City of Long Beach in a north/south direction include Atlantic Avenue, Long Beach Boulevard, and Cherry Avenue. Important surface streets in an east/west direction through the city include Ocean Boulevard, Anaheim Street, and Pacific Coast Highway, which changes direction from east/west to north/south with Lakewood Boulevard at Traffic Circle approximately four miles northeast of the subject property.

Employment

Information provided by the City of Long Beach Economic Development Department indicates that the major employers within the city are as follows:

Employer                                          # of Employees
--------                                          --------------
McDonnell Douglas                                     18,700
Long Beach Unified School District                     6,500
City of Long Beach                                     5,750
Long Beach Memorial Medical Center                     4,000
California State Univ., Long Beach                     4,000
U.S. Postal Service                                    2,200
St. Mary Medical Center                                2,200
Southern California Edison                             1,700

Recent growth in the communications, entertainment, transportation, aerospace and environmental services sectors is the result of the state and local tax incentive and improvement programs, such as the State Enterprise Zone, Los Angeles Revitalization Zone, and city= sponsored business loan programs to help attract and retain businesses. Continuing efforts should result in job growth and business opportunities in years to come.


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Neighborhood Analysis

Naval Property Reuse

Following the 1991 announcement of the U.S. Navy base closure, Long Beach created a plan that called for the development of more than 400-acres of former Navy property. The reuse plan presents unique opportunities that emphasizes job creation and economic revitalization. The table below summarizes how the four parcels being returned will be restored and sustain economic growth.

===================================================================================================================================
Existing Property                 Available                New Property Usage                                      Projected Job
                                  Acreage                                                                          Opportunities
Naval Station                     197                      Port Of Long Beach                                      2,735
-----------------------------------------------------------------------------------------------------------------------------------
                                  3                        Multi-service center for the homeless                   10
-----------------------------------------------------------------------------------------------------------------------------------
Naval Hospital                    70                       1,000,000 SF Super volume retail center,                3,000
                                                           "Long Beach Towne Center"
-----------------------------------------------------------------------------------------------------------------------------------
Naval Housing                     62                       Long Beach Unified School District high                 200
                                                           school and middle school
-----------------------------------------------------------------------------------------------------------------------------------
                                  17                       Job Corps Training Center                               300
-----------------------------------------------------------------------------------------------------------------------------------
                                  32                       CSULB Research & Training Center and                    3,000
                                                           Long Beach Business Incubator
-----------------------------------------------------------------------------------------------------------------------------------
                                  18                       Transitional housing for homeless persons               30
-----------------------------------------------------------------------------------------------------------------------------------
                                  5                        Educational, training facilities for homeless           To be determined
                                                           persons
-----------------------------------------------------------------------------------------------------------------------------------
                                  1                        Child care for homeless persons                         To be determined
===================================================================================================================================

Aviation / Aerospace Industry

As the local aviation and aerospace industry is expected to make a comeback over the next several years, one of the more important employers in the Long Beach area is McDonnell Douglas/Douglas Aircraft, which is a commercial aircraft and defense related facility in Long Beach. The Douglas Aircraft division is involved in the development and manufacture of commercial aircraft and announced in the third quarter of 1995 that it would begin on the MD-11 fuselage and MD-95 production programs at the company's facilities in Long Beach. The City of Long Beach and State of California led "Red Team" worked side-by-side with Douglas executives, labor leaders and other business development partners in bringing to Long Beach 1,500 to 2,000 new jobs.

Queensway Bay Plan

After the fallout of the proposal submitted by The Walt Disney Company in 1991 to develop a theme park on much of the land along the downtown Long Beach waterfront, Long Beach planned an aggressive strategy to rejuvenate its downtown core and convention center, called the Queensway Bay Plan. Long Beach has already invested more than $200 million since 1992 to build a $750 million 310-acre waterfront development that will include a world class aquarium, stores, restaurants, entertainment and marina facilities. As Phase I of four is already under way, which includes several of the infrastructure improvements and construction of the Long Beach Aquarium of the Pacific to be completed by 1997-98, Long Beach is expecting to generate about 3,500 additional jobs and inject more than $275 million a year into the Long Beach economy.

Port of Long Beach

The strong growth in international trade has kept the Port of Long Beach as the nation's number one container port for the past two years. Recognized as the Gateway to the Pacific Rim,


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Neighborhood Analysis

both imports and exports generate an estimated $3 billion in wages and $430 million in local and state taxes last year. As this year's volume and value of exports are highly expected to rise, and to accommodate for future growth, the Port is in the midst of a five-year, $1.3 billion improvement plan. This plan will include the construction of new terminal facilities, roads and railways on 200-acres soon to be acquired from the U.S. Navy as a result of the closure of the more than 400-acre Long Beach Naval Station. On-site improvements at the Port of Long Beach are expected to generate 5,500 new direct and indirect jobs over the next several years, and the construction of the Alameda Corridor should generate more than 10,000 construction related jobs over the next six years, with a nationwide minimum of 70,000 permanent new jobs created within a decade of building the Corridor.

Conclusion

As the city of Long Beach aggressively restructures its economy to achieve greater diversity, it is quickly becoming a major Southern California shopping, dining and entertainment destination. Hotel occupancy increased 17% last year in Long Beach's hospitality market and expected growth in 1996 is 3%, with that level building over the next few years. And with the help of several new large developments, including the planned 1,000,000 square foot retail center and revitalization of three existing shopping centers, the city will provide thousands of jobs as well as new and exciting shopping opportunities over the next couple of years. As a result, the Downtown Plaza will most likely benefit from these economic stimuli.


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Los Angeles County
MARKET & SUBMARKET STATISTICS
End Of the 1st Quarter of 1996

                                                                   Direct               Overall      Net
                                              Number    Direct     Vacancy  Overall      Vacancy  Absorption             Wtd. Avg.
Market/Submarket                 Inventory  of Bldgs Availabilities Rate   Availability   Rate     1st Qtr    Ytd 1996   Rental Rate
====================================================================================================================================
CENTRAL LOS ANGELES             56,716,565     274   13,154,140     23.2%  14,234,656     25.1%   (308,448)   (308,448)    $18.60
------------------------------------------------------------------------------------------------------------------------------------
1  Downtown Los Angeles         36,568,896     110    7,507,819     20.5%   8,353,162     22.8%   (183,462)   (183,462)    $19.46
2  Mid-Wilshire Corridor        13,363,443      77    4,006,947     30.0%   4,210,795     31.5%    (38,939)    (38,939)    $17.07
3  San Gabriel Valley            6,785,226      87    1,639,374     24.2%   1,670,699     24.6%    (86,047)    (86,047)    $18.40
====================================================================================================================================
WEST LOS ANGELES                40,278,865     316    6,893,279     17.1%   7,838,972     19.5%   (229,422)   (229,422)    $23.08
------------------------------------------------------------------------------------------------------------------------------------
4  Hollywood/West Hollywood      3,874,934      45      819,328     21.1%     824,000     21.3%    (99,518)    (99,518)    $18.34
5  Beverly Hills/ Century City  14,351,740      89    2,390,018     16.7%   2,571,444     17.9%    (49,875)    (49,875)    $24.48
6  Westwood/West Los Angeles    17,304,111     139    2,951,755     17.1%   3,626,577     21.0%    (27,667)    (27,667)    $24.60
7  Marina Area/Culver City       4,748,080      43      732,178     15.4%     816,951     17.2%    (52,362)    (52,362)    $17.64
====================================================================================================================================
SOUTH LOS ANGELES               30,505,628     251    5,995,240     19.0%   6,878,096     22.5%   (392,838)   (392,838)    $16.92
------------------------------------------------------------------------------------------------------------------------------------
8  LAX/EI Segundo               13,515,551      86    2,805,167     20.8%   3,607,250     26.7%   (325,166)   (325,166)    $15.48
9  Torrance                      7,144,480      79    1,430,572     20.0%   1,483,151     20.8%     47,241      47,241     $17.88
10 Long Beach                    9,845,597      86    1,759,501     17.9%   1,787,695     18.2%   (114,913)   (114,913)    $18.60
====================================================================================================================================
NORTH LOS ANGELES               39,608,321     474    5,367,245     13.6%   6,594,785     16.6%    163,131     163,131     $19.82
------------------------------------------------------------------------------------------------------------------------------------
11 Simi/Conejo Valley            4,568,138      89      523,217     11.5%     852,257     18.7%     (8,680)     (8,680)    $17.76
12 West Valley                   8,680,098      99    1,595,634     18.4%   1,921,043     22.1%   (138,093)   (138,093)    $19.32
13 Central Valley                8,555,670     113    1,443,787     16.9%   1,612,712     18.8%     81,177      81,177     $19.32
14 East Valley (including       17,804,415     173    1,804,607     10.1%   2,208,773     12.4%    228,727     228,727     $21.25
   Pasadena)
------------------------------------------------------------------------------------------------------------------------------------
TOTAL                          167,109,379   1,315   31,409,904     18.8%  35,546,509     21.3%   (767,577)   (767,577)    $19.47
====================================================================================================================================

MARKET SIZE COMPARISON CHART

[GRAPHIC OMITTED]

[The table below was presented as a pie chart in the printed material.]

Area           %
----          ---
North         24%
Central       34%
West          24%
South         18%

[GRAPHIC OMITTED]

[DATA POINTS TO BE SUPPLIED]

AVAILIBILITIES BAR CHART

[GRAPHIC OMITTED]

[DATA POINTS TO BE SUPPLIED]

MARKET WEIGHTED AVERAGE RENTAL RATE COMPARISON CHART


LOS ANGELES OFFICE MARKET ANALYSIS

Office Market Analysis
Los Angeles County Office Market Overview

Supply and Tenant Demand

According to Cushman & Wakefield's first-quarter, 1996 surveys the combined Los Angeles County office market contained a total inventory of 167,109,379 square feet. This figure excludes owner user, medical, and government office buildings.

The accompanying exhibit provides a statistical overview of the office inventory for Los Angeles County, including a breakdown by markets. The markets included in the sectors used in this report are summarized below.

Sector                             Markets
Los Angeles Central/Downtown:      Downtown Los Angeles

                                   Mid-Wilshire Corridor
                                   San Gabriel Valley

Los Angeles West:                  Hollywood/West Hollywood
                                   Beverly Hills/Century City

                                   Westwood/West L.A./Santa Monica

                                   Marina Area/Culver City

Los Angeles South Bay:             El Segundo/LAX

                                   Long Beach

                                   Torrance

Los Angeles North:                 Simi/Conejo Valleys
                                   West San Fernando Valley

                                   Central San Fernando Valley
                                   East San Fernando Valley/Tri-Cities

Each market within the larger markets is comprised of a series of submarkets. Although the markets and individual office markets compete to varying degrees on a larger scale for the Los Angeles County tenant base, each market is characterized independently in general terms by a typical targeted tenant or industry type. The table below presents a general overview of the tenant base for the markets.


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CUSHMAN &
WAKEFIELD (R)
ADVISORY VALUATION SERVICES

                                              Los Angeles Office Market Analysis
================================================================================

Sector                                    Tenant Base
Los Angeles Central/Downtown              Financial
                                          Legal
                                          Telecommunications
                                          Energy
                                          Accounting
                                          Real Estate
                                          Govemment/Quasi-Govemment

Los Angeles West:                         Legal
                                          Accounting
                                          Entertainment
                                          Insurance
                                          Real Estate
                                          Financial Services
                                          Advertising

Los Angeles South:                        Aerospace
                                          High-Tech
                                          Research & Development

Los Angeles North:                        Entertainment
                                          Insurance
                                          Legal
                                          Accounting
                                          Engineering

Considerable duplication exists within the office tenant base for the Los Angeles County office markets. However, the office markets maintain separate identities in terms of the primary tenancies and relative prestige and corresponding relative rental rate structures for comparable buildings within the separate markets. Legal and accounting firms provide considerable tenant demand within each of the markets, for example, but the type and focus of these professional firms is directed toward the business base within the sector. Downtown Los Angeles law and accounting firms consist primarily of larger national or regional firms oriented toward corporations and government for example, while westside Los Angeles firms typically are smaller and specialize in a particular field, such as entertainment law.

Historical Office Development

Fundamental shifts occurred in the greater Los Angeles office market during the past decade. The most significant changes include the exodus of major insurance companies and corporations from the Mid-Wilshire District to more suburban locations such as Warner Center and Glendale during the 1980s, and the movement of some entertainment firms from Hollywood and Beverly Hills to areas such as Burbank (North Los Angeles), Woodland Hills/Warner Center (North Los Angeles), or Culver City and Santa Monica (West Los


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CUSHMAN &
WAKEFIELD (R)
ADVISORY VALUATION SERVICES

LOS ANGELES COUNTY
Construction History Chart of Class A and B Buildings

================================================================================
Year            Central*       West**       North***       South        Total
--------------------------------------------------------------------------------
 82            4,882,683     1,541,242       838,212     3,999,186    11,261,323
 83            2,920,192     3,652,672     1,872,082     2,606,238    11,051,184
 84            1,810,809     1,333,243       967,610     3,635,363     7,747,025
 85            4,412,902     2,402,687     1,278,203     1,922,112    10,015,194
 86            2,913,129     2,964,782     2,334,294     2,789,202    11,001,407
 87            3,771,021     3,070,016       874,928     3,169,020    10,884,985
 88            1,903,160       702,166     1,835,374     2,490,781     6,931,481
 89            2,185,292     2,266,345     1,203,053     1,485,792     7,140,482
 90            2,451,346     1,638,153     1,150,463     1,450,521     6,690,483
 91            4,824,238     1,485,847       865,615       802,029     7,977,729
 92            1,703,355       164,450        30,000             0     1,897,805
 93                    0             0             0             0             0
 94                    0             0             0             0             0
 95                    0       135,000        45,700             0       180,700
--------------------------------------------------------------------------------
Total         33,778,127    21,356,603    13,295,534    24,350,244    92,780,508
================================================================================
Annual Avg     2,412,723    1,525,4722       949,681     1,739,303

----------

* - Including Miracle Mile, Pasadena and Pasadena East

** - excluding Miracle Mile

*** - Without Tri-Cities

ANNUAL OFFICE BUILDING CONSTRUCTION TREND LINE
LOS ANGELES COUNTY

[GRAPHIC OMITTED]

[DATA POINTS TO BE SUPPLIED]


Los Angeles Office Market Analysis

Angeles). These shifts have involved relocations within the Los Angeles County marketplace, and most of the current markets have emerged as separate, viable office locations during the past decade. The established Los Angeles County office markets as of 1980 consisted of downtown Los Angeles, the Mid-Wilshire sector, Pasadena, Beverly Hills, Century City, and the Ventura Boulevard corridor in the San Fernando Valley. Approximately 55% of the total existing office development in Los Angeles County has been completed during the period since 1982.

A number of the current major office markets or submarkets were effectively created during roughly the past decade. Most of the development in the following markets (total current supply in parenthesis) has been completed since 1980:
Warner Center (5,325,021 square feet) Burbank/Universal City (5,517,729 square feet), Glendale (5,052,071 square feet), Brentwood (3,254,337 square feet), Culver City/Westchester (3,643,649 square feet), and Long Beach (7,419,205 square feet). Much of the development in the Glendale, Burbank, Culver City, and downtown Long Beach office markets was assisted to varying degrees by government agencies, including redevelopment agencies. Significant assistance (political and/or financial) by government agencies has also increased the office development in previously established markets such as downtown Los Angeles and Pasadena. Prior to about 1980 several of these alternative office locations either did not exist or the available supply in the market was not sufficient to represent serious competition for the established office markets. The existence of a number of alternative office market locations within the Los Angeles basin is a significant consideration in analyzing historical vacancy and rental trends in the individual markets prior to 1982 for the purpose of projecting future performance.

Future Competitive Supply

Future competitive office development in the Los Angeles County markets is restricted by two primary factors: 1) economic conditions - the current financial infallibility of most new development and the absence of available financing for office development of new office properties; and 2) political conditions - the governmental restrictions limiting new development. Although the economic factors limiting development, which are based on lending restrictions and economic infallibility under current leasing conditions and effective rental rates, represent the primary reason for limited new development in the recent, past and near future, the political constraints on new development as the most significant factor limiting new competitive office supply in a number of the markets and market for the long term.

1) Economic Constraints

Market rental rates in Los Angeles County submarkets are currently below (to varying degrees) the levels required to justify new Class A office development. The current (1st Quarter 1996) weighted average asking rental rate for all direct office space availabilities in Los Angeles County is $19.48 per-square-foot annually, full service gross. The individual markets have weighted average rental rates (asking) from $15.48 to $24.60 per-square-foot.

New construction costs for mid to high-rise office buildings vary by market location and underlying land cost. The relative strength of the markets in terms of tenant demand and the


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CUSHMAN &
WAKEFIELD (R)
ADVISORY VALUATION SERVICES

SUMMARY OF DEVELOPMENT CONSTRAINTS (POLITICAL)
LOS ANGELES AREA OFFICE MARKETS

Location                       Development Control

Suburban North
    Burbank                    Specific Plan
    San Fernando Valley        Specific Plan
                               Ventura Boulevard Specific Plan/Proposition U
                               Warner Center Specific Plan

Westside
    Park Mile                  Specific Plan
    Miracle Mile               Interim Control Ordinance
    Beverly Hills              Restrictive Zoning
    Westwood                   Specific Plan
    Brentwood                  Proposition U/Specific Plan
    West Los Angeles           Proposition U
    Santa Monica               Restrictive Zoning/Specific Plan
    Century City               Specific Plan


Los Angeles Office Market Analysis

"spread" between the rents required support new development and the current market rental levels in the various markets fluctuates considerably, but virtually no new speculative office construction has occurred in Los Angeles County markets since 1992. Refer to accompanying exhibit for historical construction activity since 1980.

2) Political Constraints

Other than the downtown market and the South Los Angeles market area, nearly every sector of the City of Los Angeles and adjacent suburban cities with a meaningful office market has implemented restrictions on new development, tied to political factors, traffic mitigation and other infrastructure issues. These restrictions will negatively impact the political feasibility of significant amounts of new office construction under any future economic office market scenario. The accompanying exhibit summarizes Los Angeles area markets with meaningful political constraints on development currently in place or pending. The specific plans are based on automobile "trips" (costs associated with traffic mitigation costs) or other criteria (typically tied to infrastructure). The political influence of the homeowners groups, which typically have active slow- or no-growth philosophies toward new development, is strong and has increased considerably during the past decade.

In addition to typical zoning and planning issues, new development of significant size and scope within specific plan areas will require substantial additional entitlement fees to be paid prior to approval for new development. The fees are usually based on the anticipated new traffic generated by a proposed project, and the costs are assessed based on square footage and use. The "prime' westside markets, including Westwood, Century City, Brentwood, and Santa Monica have substantial fees for new development, as does the Miracle Mile District, and the Ventura Boulevard corridor of the San Fernando Valley (including Encino and Woodland Hills).

The most significant political constraint on new competitive office supply in the City of Los Angeles markets has been Proposition "U", which was passed in 1986 and down-zoned all Height District I properties in the City of Los Angeles. Known also as Ordinance No. 161684, Proposition "U" amended the zoning code for all areas of the City of Los Angeles to include height district designations ranging from 1 to 4, with much of the city downzoned to height district No. 1. Properties within this designation are limited to a maximum of 3 stories or 45 feet in height. The 'wave" in new high-rise construction during the latter portion of the last decade (the 1980's) was in part accelerated by developers and lenders who hurried high-rise office developments through the planning and development stages before the sites were downzoned. Properties in the downtown Los Angeles market area are not within this height classification, but most other areas of the City have been impacted, including West Los Angeles and the Ventura Boulevard corridor of the San Fernando Valley. The portions of the City most directly effected by Proposition U and the specific plans summarized on the chart are generally the most affluent, prestigious residential areas, and office buildings in these locations have typically commanded some of the highest rental rates in the County. These areas also experienced some of the greatest levels of new development during the previous decade (1980's). The concerns of the surrounding residential communities over the


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CUSHMAN &
WAKEFIELD (R)
ADVISORY VALUATION SERVICES

Los Angeles Office Market Analysis

increasing traffic and the decline in the overall quality of life has led to the formation of a number of politically influential homeowners groups that can be described as actively anti-development. Although there are some political and governmental controls on future development in the downtown market area, the number of projects currently entitled for development or win the pipeline" for approval is substantial, and the surrounding residential base is not as organized, active, or apparently as influential as the more affluent communities situated in the west and north Los Angeles County markets.

Probable Future Development Activity

As discussed above the economic and political constraints on new office development have resulted in virtually no new office construction in Los Angeles County markets since 1992. The "spread' between current market rental rates and the rents required to justify new development varies from submarket to submarket. The highest rental rates in the county are currently achieved in the "Tri-Cities" markets and the 'prime' westside Los Angeles markets. While there are several potential speculative office development parcels in these markets, new multi-tenant development appears to be two or more years in the future. Owner-user projects such as the proposed Dreamworks animation facility in Glendale or "redevelopment' projects such as the former Lockheed "Skunkworks" facility in Burbank for a major entertainment industry tenant are expected to commence during the second half of 1996. Build-to-suit activity for Dreamworks studios and related businesses in the Playa Vista area of west Los Angeles and Glendale may occur during 1997-1998. In terms of speculative office development potential, however, several potential office sites in prime locations have remained vacant for a number of years due to market conditions, and market rental 'spikes" will be required before new speculative office development can occur.

Vacancy

The landlord-direct vacancy rate for Los Angeles County office markets was 18.8 percent, based on 31,409,904 square feet available for lease at the end of 1st quarter, 1996. Our review of the data on a submarket by submarket basis indicates there are isolated submarkets that experienced considerably lower direct vacancy levels than the countywide figure, such as Universal City and the Burbank Media District. Most markets within Los Angeles County, with the exception of the Tri-Cities area, have direct vacancy rates above 15 percent, and several have current direct vacancy levels in the range of 20 percent. The previous Los Angeles County Office Market Statistics chart illustrates the vacancy breakdown by sector.

Including sublease availabilities the overall Los Angeles County office market vacancy level was 21.3 percent as of 1st quarter, 1996, which compares with 21.0 percent as of year-end, 1995. The overall vacancy level is down from unchanged from the 21.8 percent overall vacancy level at the end of 1994. The sublease marketplace became a more important component of the overall office leasing market during the first few years of this decade, particularly within the downtown Los Angeles market, as the national economic recession and other factors led to business consolidation and mergers. Many types of businesses were affected, including major law and accounting firms, aerospace firms, high-tech firms, energy firms, telecommunications companies, financial services firms, insurance companies, and


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CUSHMAN &
WAKEFIELD (R)
ADVISORY VALUATION SERVICES

OFFICE MARKET VACANCY TRENDS

                               Los Angeles County

================================================================================
               Including L.A. Central/Downtown   Excluding L.A. Central/Downtown
                        Vacancy Rates                       Vacancy Rates
Year  Quarter    Direct  Sublease  Overall         Direct  Sublease  Overall
================================================================================

1991 4th Qtr 19.0% 3.6% 22.6% 19.2% 3.3% 22.5%
1992 4th Qtr 19.4% 3.5% 22.9% 18.9% 2.7% 21.6%
1993 4th Qtr 18.8% 3.8% 22.5% 18.4% 3.0% 21.4%
1994 4th Qtr 18.7% 3.1% 21.8% 17.3% 2.3% 19.5%
1995 4th Qtr 18.7% 2.3% 21.0% 17.0% 2.4% 19.4%


Vacancy Ratio Bar Graph Excluding Los Angeles Central/Downtown Overall Vacancy Rate

[GRAPHIC OMITTED]

[DATA POINTS TO BE SUPPLIED]


Los Angeles Office Market Analysis

banks and savings and loans. The oversupply of office space during the first portion of this decade led to additional sublease availabilities as developers assumed existing tenant obligations for space in other buildings prior to the termination of the tenant's previous lease. Although sublease space was previously a secondary competitive marketplace for short-term lease requirements or tenants with questionable credit ratings, a few office markets in Los Angeles County have sublease markets that compete effectively with landlord direct space, which in turn applies additional downward pressure on rents for direct office space. As shown the exhibit, "Office Market Vacancy Trends", the overall Los Angeles County market has experienced a slow, gradual improvement in direct and sublease vacancy levels during the period from fourth quarter, 1992 through year-end, 1995.

Near-Term Vacancy Trends

The Los Angeles Central office sector, which includes the "distressed" downtown and Mid-Wilshire areas, experienced negative net absorption of 711,752 square feet during 1995. The total Los Angeles County net absorption during 1995 was positive 272,154 square feet including the impact of the negative absorption in the Central Los Angeles sector. Excluding Los Angeles Central, the remainder of the county (the West, South, and North markets) experienced positive absorption of 983,906 square feet for an inventory of 116,707,590 square feet.

The chart shows the potential for a continued, gradual decrease in vacancy levels for the three markets of the county (excluding the Central sector). As vacancy levels decline overall and within the most desirable submarkets, rental rates for office space in these markets should logically increase.

The Los Angeles Central Sector, which includes downtown Los Angeles and the Mid-Wilshire corridor, have experienced generally higher vacancy levels and lower absorption during the past several years than the remainder of the county. The historical vacancy trends exhibit includes a column which adjusts the inventory and availabilities as of year-end 1991 through 1995 to exclude the Los Angeles Central sector.

Employment

The chart on an accompanying page summarizes the employment base for the six major counties in the Southern California area. Los Angeles County had an average total employment of 4,979,800 positions in 1995, which accounted for 53 percent of the total employment within the six-county area. The most significant employment markets in the county include services (36.2 percent), wholesale/retail trade (20.0 percent), and manufacturing (14.6 percent). Los Angeles County has a notably higher percentage of employment within the services and manufacturing markets as compared to the other major counties in Southern California, which reflects the important concentration of film, television, and musical production/distribution companies in the region as well as the ongoing work by major aerospace/defense companies in the Los Angeles area.


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CUSHMAN &
WAKEFIELD (R)
ADVISORY VALUATION SERVICES


SOUTHERN CALIFORNIA REGION
EMPLOYMENT DATA ('000's)

                                                              Finance
                                                             Insurance                                                     Compound
                                        Trans. &                 Real                                        Total           Annual
                    Const.     Mfg.    Utilities     Trade     Estate    Services     Gov't      Total    Employment        Change
------------------------------------------------------------------------------------------------------------------------------------
Los Angeles
 Year     1980      153.0     938.6      214.1        934.3     382.6    1,134.3      508.0     4,264.9     4,319.0            --
          1985      163.0     921.3      225.9      1,024.2     409.6    1,420.4      517.0     4,681.4     4,733.8          1.85%
          1990      214.1     894.0      248.5      1,128.8     484.3    1,784.0      572.4     5,326.1     5,378.6          2.59%
          1995      169.0     725.5      231.9        999.7     447.3    1,802.5      558.8     4,934.7     4,979.8         -1.53%
          2000      169.7     724.1      227.5        999.0     465.2    1,905.6      566.1     5,048.4     5,092.5          0.45%
          2010      165.1     717.1      221.4        985.2     499.2    2,100.5      590.6     5,279.1     5,322.7          0.44%
------------------------------------------------------------------------------------------------------------------------------------
Orange
 Year     1980       61.4     226.1       31.0        235.7     115.2      247.4      121.4     1,038.2     1,058.4           --
          1985       66.4     249.6       39.0        294.6     135.4      354.2      126.1     1,265.3     1,288.2          4.01%
          1990       92.6     261.3       45.1        361.4     173.6      486.5      142.7     1,563.2     1,590.9          4.31%
          1995       74.0     231.2       45.8        348.9     177.4      538.0      133.5     1,548.8     1,575.5         -0.19%
          2000       76.0     245.8       48.8        373.2     198.4      612.5      135.9     1,690.6     1,718.0          1.75%
          2010       77.4     265.5       54.6        424.5     240.7      764.2      146.2     1,973.1     2,002.1          1.54%
------------------------------------------------------------------------------------------------------------------------------------
Riverside
 Year     1980       16.3      27.0        9.4         53.4      24.7       59.8       50.0       240.6       262.8            --
          1985       25.4      30.2       10.9         68.5      25.6       81.3       54.5       296.4       322.3          4.17%
          1990       47.1      38.7       15.3         96.7      34.3      125.1       70.3       427.5       456.2           7.2%
          1995       40.3      40.2       15.1        106.6      35.0      146.8       71.8       455.8       484.5          1.21%
          2000       45.3      44.6       15.7        116.9      37.8      162.6       75.1       498.0       528.0          1.73%
          2010       48.5      51.2       17.0        138.3      43.1      193.4       84.4       575.9       607.8          1.42%
------------------------------------------------------------------------------------------------------------------------------------
San Bernardino
 Year     1980       19.5      39.9       20.0         73.1      26.9       73.8       80.5       333.7       343.4            --
          1985       29.4      42.3       24.4         91.4      25.1      104.5       91.9       409.0       420.4          4.13%
          1990       44.2      55.3       29.0        127.6      33.0      150.7      106.7       546.5       558.8          5.86%
          1995       37.6      58.5       32.1        142.1      35.8      177.1      110.1       593.9       606.0          1.63%
          2000       40.2      65.0       33.7        156.5      38.7      197.3      114.5       645.9       658.0          1.66%
          2010       39.0      74.6       36.2        184.2      43.4      232.4      123.3       733.1       745.7          1.26%
------------------------------------------------------------------------------------------------------------------------------------
San Diego
 Year     1980       46.5     112.2       31.8        174.6      84.1      217.8      282.7       949.7       979.5            --
          1985       63.6     127.6       36.3        220.7     98.58      304.5      286.6     1,137.8     1,166.9          3.56%
          1990       83.9     142.3       44.2        282.1     120.2      414.9      315.6     1,403.2     1,435.5          4.23%
          1995       73.7     137.1       43.8        281.1     118.5      473.8      301.0     1,429.0     1,460.3          0.34%
          2000       83.6     153.1       47.8        314.4     129.4      541.1      303.0     1,572.4     1,604.6          1.90%
          2010       98.0     177.5       55.8        387.8     152.7      688.7      318.7     1,879.2     1,913.2          1.77%
------------------------------------------------------------------------------------------------------------------------------------
Ventura
 Year     1980       11.0      24.9        7.4         43.3      18.7       46.5       45.7       197.5       219.8            --
          1985       14.0      29.7        9.2         56.4      20.3       64.8       46.5       240.9       261.9          3.57%
          1990       23.0      35.6       13.4         68.1      25.0       91.7       51.0       307.8       331.2          4.81%
          1995       19.2      36.0       12.6         70.7      27.1      112.4       51.5       329.5       353.8          1.33%
          2000       20.2      40.0       13.4         75.7      29.3      129.6       52.9       361.1       386.2          1.77%
          2010       19.1      45.9       14.9         84.7      32.9      162.8       55.4       415.7       441.9          1.36%
====================================================================================================================================
Source: Woods & Poole
====================================================================================================================================


Los Angeles Office Market Analysis

From 1990 to 1995, Los Angeles County endured a 7.5 percent decline in total employment, due in large part to the decrease of 18.8 percent in the manufacturing sector which reflected the consolidation within the aerospace/defense industry. Of the six major counties in Southern California, only Los Angeles and Orange Counties suffered a decline in total employment over this five-year period. The U.S. Labor Department reported the January 1996 national unemployment rate at 5.5 percent, which was essentially unchanged from the year prior level of 5.4 percent. On a statewide basis, the unemployment rate of 8.3 percent for California was generally unchanged from the January 1995 level of 8.2 percent. The unemployment rate in Los Angeles County was 8.2 percent in January 1996, which is notably decreased from the year prior level and which continues the downward trend in the unemployment rate for the county over the past 12 to 18 months. Regional economists project that the unemployment rate on a countywide basis will continue to decline over the next few years. The anticipated decline in the unemployment rate is based on the fact that the downsizing by major aerospace/defense companies has been largely completed and the growth in the services sector is expected to continue over the next several years.

Total employment in Los Angeles County is projected by Woods & Poole to increase at a compound rate of 0.45 percent per year from 1995 to 2000, which is notably improved from the past few years but lags the projected employment growth for the other major counties in Southern California. However, the forecasted employment growth by Woods & Poole for Los Angeles County is fairly conservative in comparison to recent projections by the California Employment Development Department and the Los Angeles County Economic Development Corporation. Each of these organizations has forecast job growth for Los Angeles County in the range of 2.0 to 2.5 percent during 1996, with growth during the period from 1995 to 2000 expected to outpace the national average employment growth rate.

Services

The services sector has shown the only significant growth in terms of total employment from 1990 to 1995 in Los Angeles County and Southern California as a whole. The services sector includes entertainment, healthcare, business services, lodging, and personal services. Within the services sector, the entertainment industry has experienced significant growth over the past few years, both in terms of the worldwide demand for television/film product and the level of employment. The entertainment industry has emerged as a growing source of relatively high wage employment within the Los Angeles area and has surpassed the defense industry in terms of countywide employment. A November 1995 report by the California Employment Development Department indicated that the total countywide employment in the entertainment industry is estimated at 147,500 jobs, which is increased by nearly 12.5 percent from the July 1994 level of employment. A similar report by the California Department of Finance estimated the entertainment industry employment figure at 172,000 positions. The disparity in the reported entertainment employment figures provided by these two agencies reflects the different methodologies used in collecting the employment data. However, both sources of data support the very significant growth within this industry and its increasing role as a catalyst for economic growth in the Los Angeles area.

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CUSHMAN &
WAKEFIELD (R)
ADVISORY VALUATION SERVICES

Net Office Absorption vs Leasing Activity
LOS ANGELES COUNTY

======================================================================================================================
                Net Office Absorption              Leasing Activity (SF)              Net Absorption/Leasing Activity
======================================================================================================================
          1990              8,258,928                         18,950,547                                        43.6%
          1991              2,261,311                         18,648,618                                        12.1%
          1992                 (5,207)                        16,905,261                                         0.0%
          1993               (248,158)                        17,561,649                                        -1.4%
          1994               (997,235)                        17,459,183                                        -5.7%
          1995                272,154                         18,535,438                                         1.5%
               -------------------------------------------------------------------------------------------------------
Annual Average              1,590,299                         18,010,116                                         8.8%
               -------------------------------------------------------------------------------------------------------

Net Office Absorption vs Leasing Activity Chart

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Los Angeles Office Market Analysis

The local entertainment industry has recently been investing in new production facilities in the Hollywood area, West Los Angeles, and the Cities of Glendale and Burbank in an effort to meet the growing demand for multi-media products and services. Such leading companies as Walt Disney Company and NBC Studios in Burbank, MCA in Universal City, Sony Pictures in Culver City, and the recently formed Dreamworks headed by Steven Spielberg, Jeffrey Katzenberg, and David Geffen are creating multi-media divisions which will increase the demand for computer/high technology-oriented positions in the Los Angeles area. The level of entertainment employment is expected to increase due to the strong international demand for film product and the ongoing evolution of the cable television industry.

The second largest category of employment within the services sector is the health services segment. The field of healthcare has been one of the more stable industry segments in terms of employment changes over the past few years. The Los Angeles area is home to some of the most advanced medical and medical teaching facilities in the country, including Cedars-Sinai Medical Center, the City of Hope, and the University of Southern California and the University of California at Los Angeles schools of medicine. Reports by industry experts suggest that the Los Angeles area has an overcapacity of local hospital facilities, which will result in more consolidation within the industry and/or the closure of underperforming hospitals over the next few years. However, the impact on total employment within the county stemming from the anticipated consolidations is uncertain at the present time.

Employment growth within the services sector is forecast by the Southern California Association of Governments (SCAG) to be relatively strong from 1995 to 2000. SCAG forecasts the services segment of the employment base to increase at a compound rate of 3.8 percent per year from 1995 to 2000 for Los Angeles County, which compares favorably to the projected growth for the total countywide employment base of 1.6 percent per year from 1995 to 2000. Within the services sector, the motion picture industry is projected to grow at a compound rate of 7.7 percent per year from 1995 to 2000, and the business services segment is projected to grow at a compound rate of 5.2 percent per year from 1995 to 2000. However, the finance, insurance and real estate sector (FIRE), which is a separate employment category from the services sector, is projected to grow at a more modest pace of 0.8 percent per year (compounded) from 1995 to 2000.

Gross Leasing Activity

Cushman & Wakefield defines gross leasing activity as the sum of all completed leasing transactions including subleasing but excluding renewals. The accompanying graph illustrates the pattern in net absorption and gross leasing activity for the combined Los Angeles County office marketplace on a annual basis since 1990. Over the past six years (1990 through 1995), gross leasing activity has been relatively stable on an annual basis, averaging approximately 18 million square feet. The leasing activity includes assumed leases and other factors, and does not represent fLeA absorption, which is one indication of new demand.


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CUSHMAN &
WAKEFIELD (R)
ADVISORY VALUATION SERVICES


HISTORICAL NET ABSORPTION

                         Los Angeles County Office Space
--------------------------------------------------------------------------------
                                  1989 to 1995
--------------------------------------------------------------------------------

   Year                              NOA (sqft)                      % Decrease
   ----                              ----------                      ----------

   1990                             8,258,928
   1991                             2,261,311                           -72.6%
   1992                                (5,207)                         -100.2%
   1993                              (248,158)                         4665.9%
   1994                              (997,235)                          301.9%
   1995                               272,154                          -127.3%
================================================================================
   Total                            9,541,793
================================================================================
  Annual Average                    1,590,299

Historical Net Office Absorption

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Los Angeles Office Market Analysis

OFFICE MARKET

                              Net Absorption Trends
                               Los Angeles County

================================================================================
                Including Los Angeles         Excluding Los Angeles
                 Central / Downtown             Central / Downtown

                  Net Absorption (SF)           Net Absorption (SF)
  Year                  YTD                            YTD
=========         ==================            ===================
  1991               2,261,311                        882,518
---------         ------------------            -------------------
  1992                  (5,207)                       251,057
---------         ------------------            -------------------
  1993                (248,158)                        55,268
---------         ------------------            -------------------
  1994                (997,235)                       234,566
---------         ------------------            -------------------

  1995                 272,154                        983,906
=========         ==================            ===================

Net Absorption Bar Chart Excluding Los Angeles Central/Downtown

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CUSHMAN &
WAKEFIELD (R)
ADVISORY VALUATION SERVICES

Los Angeles Office Market Analysis

Net Absorption

Cushman & Wakefield calculates net absorption based on net change in directly occupied office space. The chart on the accompanying page summarizes the annual trends in net office absorption for Los Angeles County during the period 1991 through 1995. A graph compares net office absorption with the gross leasing activity summarized previously. Net absorption declined sharply from 1990 to 1992, from positive absorption of 2.3 million square feet in 1991 to negative absorption in 1992. Following negative absorption in 1993 and 1994 county-wide net absorption increased to 272,154 square feet during 1995. The Los Angeles Central office markets posted substantial negative net absorption from 1992 to 1995. Excluding Los Angeles Central, the three remaining areas (West, North and South County), experienced positive net absorption of 983,906 square feet during 1995.

The net absorption figures discussed above are based on the net change in direct occupied office space. This calculation does not include changes in the sublease availabilities. The current (1st quarter 1996) sublease availabilities in Los Angeles County total 4,136,605 square feet, or 11.6 percent of the Los Angeles County available (for lease) office supply. Although several submarkets have substantial sublease availabilities, the downtown Los Angeles Central Business District represents the greatest single component of this supply, with approximately 845,000 square feet or 20 percent of the countywide sublease space. The LAX/El Segundo market also has significant sublease availabilities. As noted previously, however, the sublease supply has decreased gradually from 3.6 percent at the end of fourth quarter, 1991 to 2.3 percent at the end of 1995.

The chart below shows the cumulative oversupply of office space added to the Los Angeles County office market since 1990.

================================================================================
                      SF                    SF                       SF
   Year        New Construction         Net Absorption           Oversupply
--------------------------------------------------------------------------------
1990                6,690,483             8,258,928             (1,568,445)

--------------------------------------------------------------------------------
1991                7,977,729             2,261,311              5,716,418

--------------------------------------------------------------------------------
1992                1,897,805                (5,207)             1,903,012

--------------------------------------------------------------------------------
1993                        0              (248,158)               248,158

--------------------------------------------------------------------------------
1994                        0              (997,235)               997,235

--------------------------------------------------------------------------------
1995                  180,700               272,154                (91,454)

--------------------------------------------------------------------------------
Totals             16,746,717             9,541,793              7,204,924



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CUSHMAN &
WAKEFIELD (R)
ADVISORY VALUATION SERVICES

Los Angeles Office Market Analysis

Conclusions - Los Angeles County Office Market

The commercial office real estate market in Los Angeles has experienced a significant transformation during roughly the past 20-year period. Los Angeles has grown from a regional (southern California) business center to a financial center for the western United States and the international focus for trade and financial relations with the Pacific Rim countries. The factors influencing this transformation include global, national, and regional trends and events.

The national and regional economic recession during the period from roughly the third quarter, 1990 through 1993 exacerbated the oversupply conditions established during the past decade. The historically strong net new demand for office space declined significantly, with most office markets experiencing flat or negative office space absorption during the past few years. Financing for new speculative developments was virtually unavailable, but new development continued to 1992 based upon previous construction lending commitments. About 1 0 million square feet of new office supply was completed during 1991 and 1992.

Several submarkets in Los Angeles County office market provided signs of recovery during 1993 and 1994, and have continued to tighten during 1995, particularly the Tri-Cities and prime westside markets. The level of office building investment activity increased substantially during the past 24 months in Los Angeles County. Many submarkets experienced declining direct and overall vacancy rates during 1994 and 1995. Gross leasing activity remained stable on a countywide basis, and all markets excluding the Los Angeles Central Sector experienced positive absorption during 1995. On a submarket by submarket basis several individual markets appear to be steadily improving and may experience relatively strong absorption, occupancy and value increases in the near future.

As shown in previous charts, the Los Angeles County office market, particularly when the poorly-performing Central sector is isolated from the remainder of the county, has exhibited positive absorption during 1995 and appears positioned for a continued, stable improvement in occupancy levels. The employment growth in several markets, particularly the entertainment industry including the film and recording industries), has enabled several submarkets to outperform the county as a whole during the past several years. The submarkets which have most directly benefited from the growth of the entertainment industry include Burbank and Glendale in the North Los Angeles sector, and the westside markets of Beverly Hills, the Miracle Mile, Century City, Santa Monica, West Los Angeles, and Culver City. The office locations adjacent to these submarkets and Class "B" buildings in these submarkets have benefited from "overflow" demand from entertainment industry tenants, and have also attracted tenants from other businesses who have been driven from Class A buildings in the prime submarkets by higher rental rates.


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CUSHMAN &
WAKEFIELD (R)
ADVISORY VALUATION SERVICES

                                                         Los Angeles South
                                                   MARKET & SUBMARKET STATISTICS
                                                   End of the 2nd Quarter of 1996
                                                                    Direct               Overall
                                            Number         Direct  Vacancy     Overall   Vacancy      Net  Absorption    Wtd. Avg.
         Market/Submarket      Inventory  of Bldgs Availabilities   Rate  Availability    Rate    2nd Qtr    YTD 1996  Rental Rate
====================================================================================================================================
LAX / EL SEGUNDO              13,669,986        88    3,076,644     22.5%   3,726,440     27.3%   (203,256)   (502,797)     $15.72
------------------------------------------------------------------------------------------------------------------------------------
1  Los Angeles Airport         4,206,225        20    1,254,826     29.8%   1,270,077     30.2%     (6,552)    (62,751)     $13.32
2  El Segundo                  9,463,761        68    1,821,818     19.3%   2,456,363     26.0%   (196,704)   (440,046)     $17.52

====================================================================================================================================
TORRANCE                       7,144,480        79    1,472,752     20.8%   1,532,089     21.4%    (53,165)     (5,628)     $17.28
------------------------------------------------------------------------------------------------------------------------------------
3  190th Street Corridor       3,222,161        31      790,293     24.5%     827,622     25.7%     10,081      37,028      $16.56
4  Central Torrance            3,572,017        45      663,108     18.6%     685,116     19.2%    (62,287)    (46,086)     $18.00
5  San Pedro                     350,302         3       19,351      5.5%      19,351      5.5%       (959)      3,430      $19.68

====================================================================================================================================
LONG BEACH                     9,845,597        86    1,671,040     17.0%   1,720,190     17.5%     79,330     (33,074)     $18.60
------------------------------------------------------------------------------------------------------------------------------------
6  Long Beach Freeway          2,053,676        18      262,986     12.8%     275,084     13.4%      1,421     (34,333)     $16.92
7  North Long Beach            1,020,608        13      239,948     23.5%     239,948     23.5%    (12,669)    (18,959)     $14.88
8  Downtown Long Beach         3,820,393        20      946,073     24.8%     978,476     25.6%     72,686      44,546      $20.16
9  Long Beach Marina             457,018         6       69,381     15.2%      69,381     15.2%      1,442     (14,732)     $19.56
10 Cerritos                    2,493,902        29      152,652      6.1%     157,301      6.3%     16,450      (9,596)     $16.80

------------------------------------------------------------------------------------------------------------------------------------
TOTAL                         30,660,063       253    6,220,436     20.3%   6,978,719     22.8%   (177,091)   (541,499)     $16.92
====================================================================================================================================




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


              Market Size Comparison Chart                                                     Availibilities Bar Graph


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                                       Submarket Weighted Average Rental Rate Comparison Chart


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LOS ANGELES SOUTH OFFICE MARKET ANALYSIS

Los Angeles South Office Market

The Los Angeles South office market encompasses three market areas located primarily in the South Bay area of Los Angeles County. The Los Angeles South office sector is the smallest of the four office markets in Los Angeles County, behind the Central Los Angeles, West Los Angeles, and Los Angeles North markets, respectively. The Los Angeles South sector is comprised of three markets: El Segundo, Torrance, and Long Beach. The individual submarkets that comprise the overall Los Angeles South market exhibit a wide range in construction quality, location, tenant based, and corresponding rental rates. The chart on the accompanying page summarizes the Los Angeles South office sector and the submarkets in this area.

The Los Angeles South office market contained 30,660,063 square feet of Class A and B space, excluding owner/user, medical and government buildings. The office development in the Los Angeles South market is concentrated in three major areas or Sectors: LAX/El Segundo, Torrance, and Long Beach. The individual submarkets that comprise the overall competitive office market are differentiated according to access, market perception, tenant appeal and improvement quality, and rental rates.

As of the second quarter 1996, the Los Angeles South office market exhibited a direct vacancy rate of 20.3 percent. The direct vacancy rate, which does not include sublease availabilities, is generally higher with the direct vacancy rate for the larger Los Angeles County office market of 18.8 percent as of end of first quarter, 1996. The overall vacancy rate for the Los Angeles South market, which includes both direct and sublease availabilities, was 22.8 percent as of second quarter, 1996. The overall vacancy rate for the Los Angeles South market is above the corresponding figure of 21.3 percent for the Los Angeles County office market.

The more significant office markets in the Los Angeles South area, in terms of the quality and amount of office product, include El Segundo, LAX (Los Angeles International Airport), Central Torrance, the 190th Street Corridor, and Downtown Long Beach. The El Segundo submarket, which is situated immediately south of and adjacent to the LAX submarket, contains a significant concentration of high technology, aerospace/defense, and business service companies. The office product in this submarket ranges from multi-building business parks to high-rise space. The Downtown Long Beach submarket contains an important concentration of accounting, legal, and investment firms, which have been attracted to this submarket by the high quality product in the downtown area as well as the growing volume of international trade and related business generated by the Port of Los Angeles and the Port of Long Beach.

Long Beach Market

The Long Beach office market contains a total of 9,845,597 square feet of office space or 32 percent of the office product in the Los Angeles South sector. As indicated on a preceding chart, Downtown Long Beach, with 3,820,393 square feet of rentable office area, is the largest


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CUSHMAN &
WAKEFIELD (R)
ADVISORY VALUATION SERVICES

Long Beach

MARKET & SUBMARKET STATISTICS
End Of the 2nd Quarter of 1996

                                                                Direct                   Overall                           Wtd. Avg.
                                        Number      Direct      Vacancy      Overall     Vacancy     Net Absorption         Rental
Market/Submarket           Inventory   of Bldgs  Availabilities   Rate    Availabilities   Rate     2nd Qtr    YTD 1996       Rate
====================================================================================================================================
LONG BEACH                 9,845,597      86       1,671,040     17.0%      1,720,190     17.5%     79,330    (33,074)      $18.60
------------------------------------------------------------------------------------------------------------------------------------
Long Beach Freeway         2,053,676      18         262,986     12.8%        275,084     13.4%      1,421    (34,333)      $16.92
North Long Beach           1,020,608      13         239,948     23.5%        239,948     23.5%   (12,669)    (18,959)      $14.88
Downtown Long Beach        3,820,393      20         946,073     24.8%        978,476     25.6%     72,686     44,546       $20.16
Long Beach Marina            457,018       6          69,381     15.2%         69,381     15.2%      1,442    (14,732)      $19.56
Cerritos                   2,493,902      29         152,652      6.1%        157,301      6.3%     16,450     (9,596)      $16.80

 Submarket Comparison Chart                         Availabilities Bar Graph

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Long Beach Freeway      21%
North Long Beach        10%
Downtown Long Beach     39%
Long Beach Marina        5%
Cerritos                25%


Los Angeles South Office Market

submarket within the Long Beach area as it accounts for approximately 39 percent of the office space in the Long Beach area.

As of the second quarter 1996, direct and sublease availabilities in the Long Beach market totaled 1,720,190 square feet for an overall vacancy rate of 17.5 percent. The overall vacancy rate for the Long Beach area was notably lower than the overall vacancy rate for the Los Angeles South market (22.8 percent). Within the Los Angeles South market, overall vacancy levels ranged from a low of 17.5 percent in the Long Beach market to a high of 30.2 percent in the El Segundo market. The recent vacancy rate for the Long Beach market is significantly influenced by the supply of space which is available on a direct or sublease basis in the Downtown Long Beach submarket. Downtown Long Beach has an overall vacancy rate Of 25.6 percent and the total space available within this submarket accounts for 57 percent Of the total direct and sublease availabilities in the Long Beach market and 14 percent of the available space in the Los Angeles South office market.

Within the Long Beach market, weighted average asking rental rates range from a low of $14.88 per square foot per year (FSG) in North Long Beach to a high of $20.16 per square foot per year (FSG) in Downtown Long Beach. The overall weighted average rental rate for the Long Beach market is $18.60 per-square-foot-per year (FSG), which is the highest weighted average asking rental rate of the three markets within the Los Angeles South sector.

The table below summarizes the trend in weighted average asking rental rates on a per square foot basis for both Class A and B office space within the Long Beach sector.

                                Long Beach Market

                          Weighted Average Rental Rates
                                   Annual PSF

                                 1993*        1995*        1996*       % Change
                                 -----        -----        -----       --------

Long Beach Market               $20.16       $18.72       $18.60         -7.1%
-----------------               ------       ------       ------         -----
  -  Long Beach Freeway         $20.52       $18.48       $16.92         -9.9%
  -  North Long Beach           $18.00       $15.00       $14.88        -16.7%
  -  Downtown Long Beach        $21.84       $19.92       $20.16         -8.8%
  -  Long Beach Marina          $17.16       $18.96       $18.56        +10.5%
  -  Cerritos*                  $15.84       $16.80       $16.80         +6.1%

* Data is as of the second quarter 1993 and the fourth quarter 1995, and second quarter 1996.

The chart above illustrates the change in asking rental rates in the Long Beach market over the course of the ten quarters through year-end 1995, as well as the three-year period through second quarter, 1996. The overall decrease of 7.1 percent through 1995 is largely attributable to the decline in asking rents in the Downtown Long Beach area, since this


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CUSHMAN &
WAKEFIELD (R)
ADVISORY VALUATION SERVICES

Long Beach
NET ABSORPTION (SF)

                                  Annual Trend

--------------------------------------------------------------------------------
LONG BEACH              1992        1993       1994       1995     2nd Qtr '96
--------------------------------------------------------------------------------
Long Beach Freeway      44,446     (94,444)   100,909    419,823     (34,333)
North Long Beach        51,022      18,635     21,350        (46)    (18,959)
Downtown Long Beach    (81,613)    113,056     35,744   (129,899)     44,546
Long Beach Marina      (47,410)      9,351     36,923     19,419     (14,732)
Cerritos                32,679     156,446     52,098     40,366      (9,596)
================================================================================
Submarket Totals          (876)    203,044    247,834    349,663     (33,074)
--------------------------------------------------------------------------------

Net Office Absorption Line Chart

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Long Beach
VACANCY RATES

                                  Annual Trend

Direct Vacancy Rates
--------------------------------------------------------------------------------
LONG BEACH                    1992      1993      1994      1995    2nd Qtr '96
--------------------------------------------------------------------------------
Long Beach Freeway            18.8%     21.9%     19.5%     15.0%      12.8%
North Long Beach              25.3%     23.0%     17.2%     21.8%      23.5%
Downtown Long Beach           26.2%     23.0%     22.1%     26.2%      24.8%
Long Beach Marina             21.2%     19.8%     12.9%     12.1%      15.2%
Cerritos                      20.8%      9.8%      7.7%      6.7%       6.1%
================================================================================
Submarket Totals              22.6%     19.4%     17.3%     17.8%      17.0%
--------------------------------------------------------------------------------

Direct Vacancy Rates Line Chart

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CUSHMAN &
WAKEFIELD (R)
ADVISORY VALUATION SERVICES

Long Beach
VACANCY RATES

                                  Annual Trend

Overall Vacancy Rates
--------------------------------------------------------------------------------
LONG BEACH                   1992      1993      1994      1995    2nd Qtr `96
--------------------------------------------------------------------------------
Long Beach Freeway           21.8%     22.6%     21.0%     15.8%      13.4%
North Long Beach             25.3%     23.4%     17.6%     21.8%      23.5%
Downtown Long Beach          28.9%     26.8%     25.6%     27.3%      25.6%
Long Beach Marina            21.2%     20.2%     13.5%     12.1%      15.2%
Cerritos                     20.8%      9.8%      7.7%      6.7%       6.3%
================================================================================
Submarket Totals             23.6%     21.1%     19.1%     18.4%      17.5%
--------------------------------------------------------------------------------

Overall Vacancy Rates Line Chart

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RENTAL AND OCCUPANCY SURVEY 2nd Quarter 1996
Long Beach Downtown
Competitive Office Buildings

===========================================================================================================================
                                                   Building Information             Available Space (SF)         Overall
Item    Building Name                     No. of     Area     Avg. Flr.  Year                                  Availibity
No.     / Location                 Class  Stores     (SF)     Area (SF)  Built  Floor(s)   Direct    Sublease    (SF)
===========================================================================================================================
L-1     100 Broadway Building        B       6       193,390     32,232  1987      Ground     2,490     0
        100 Broadway                                                                  2-6    34,681     0          Total
                                                                                     ----    ------     -
                                                                                             37,171     0         37,171
---------------------------------------------------------------------------------------------------------------------------
L-2     Harbor Bank Building         B       6       109,000     18,167  1982      Ground         0     0
        11 Golden Shore Avenue                                                        2-5    38,517     0          Total
                                                                                     ----    ------     -
                                                                                             38,517     0         38,517
---------------------------------------------------------------------------------------------------------------------------
L-3     Catalina Landing             B       4       275,000     68,750  1985      Ground    32,672     0
        310-340 Golden Shore                                                          2-4    57,407     0          Total
        Avenue                                                                       ----    ------     -
                                                                                             90,079     0         90,079
---------------------------------------------------------------------------------------------------------------------------
L-4     World Trade Center           A      27       436,692     16,174  1988      Ground    11,495     0
        One World Trade Center                                                       2-26    64,395   5,122        Total
                                                                                     ----    ------   -----
                                                                                             75,890   5,122       81,012
---------------------------------------------------------------------------------------------------------------------------
L-5     Landmark Square              A      24       413,000     17,208  1991      Ground     8,754   1,177
        111 West Ocean Boulevard                                                     3-24    69,919   4,982        Total
                                                                                     ----    ------   -----
                                                                                             78,673   6,159       84,832
---------------------------------------------------------------------------------------------------------------------------
L-6     The 180 Building             B      12       200,028     16,669  1982      Ground    19,681     0
        180 East Ocean Boulevard                                                     2-12   163,760     0          Total
                                                                          ----    -------     -
                                                                                            183,441     0        183,441
---------------------------------------------------------------------------------------------------------------------------
L-7     Home Savings Building        B      10       103,000     10,300  1982      Ground    18,464     0
        249 East Ocean Boulevard                                                      2-9    21,875     0          Total
                                                                                     ----    ------     -
                                                                                             40,339     0         40,339
---------------------------------------------------------------------------------------------------------------------------
L-8     Shoreline Square             A      21       417,000     19,857  1988      Ground         0     0
        301 East Ocean Boulevard                                                     2-10    62,025     0          Total
                                                                                     ----    ------     -
                                                                                             62,025     0         62,025
---------------------------------------------------------------------------------------------------------------------------
L-9     American Savings Building    B      10       127,991     12,799  1984        Mezz     7,960     0
        401 East Ocean Boulevard                                                     3-10    69,838     0          Total
                                                                                     ----    ------     -
                                                                                             77,796     0         77,798
---------------------------------------------------------------------------------------------------------------------------
L-10    Sumitomo Tower Building      B      18       163,264      9,070  1968      Ground         0     0
        444 West ocean Boulevard                                                     5-17    60,910     0          Total
                                                                                     ----    ------     -
                                                                                             60,910     0         60,901
---------------------------------------------------------------------------------------------------------------------------
L-11    Oceangate Tower              B      12       202,000     16,833  1971   Plaza/Lob    18,784     0
        100 oceangate Avenue                                                         4-11    21,451     0          Total
                                                                                     ----    ------     -
                                                                                             40,235     0         40,235
---------------------------------------------------------------------------------------------------------------------------
L-12    Arco Center                  A      14       220,625     15,759  1983      Ground         0   4,630
        200 Oceangate Avenue                                                         2-15    44,091     0          Total
                                                                                     ----    ------   ------
                                                                                             44,091   4,630       48,721
---------------------------------------------------------------------------------------------------------------------------
L-13    Arco Center                  A      14       218,296     15,593  1968      Ground       898     0
        300 Oceangate Avenue                                                         5-17    28,038     0          Total
                                                                                     ----    ------     -
                                                                                             28,038     0         28,936
---------------------------------------------------------------------------------------------------------------------------
L-14    Union Bank Building          B      14       157,683     11,263  1975      Ground         0     0
        400 Oceangate Avenue                                                         2-11     9,765   7,661        Total
                                                                                     ----    ------   ------
                                                                                              9,765   7,661       17,426
---------------------------------------------------------------------------------------------------------------------------
L-15    One Golden Shore             B       2        32,246     16,123  1977      Ground         0     0
        One Golden Shore                                                                0         0     0          Total
                                                                                     ----    ------     -
                                                                                                  0     0              0
===========================================================================================================================
        MARKET SUB-TOTALS                   194    3,269,217     16,852                     867,861   23,572     891,433
===========================================================================================================================

Subj.   Downtown Plaza               B       6       100,146     16,691  1982      Ground         0     0
        211 East Ocean Boulevard                                                      3-4     7,185     0          Total
                                                                                     ----    ------     -
                                                                                              7,185     0          7,185
===========================================================================================================================
        MARKET TOTALS                       200    3,369,363     16,847                     875,046   23,572     898,618
===========================================================================================================================

================================================================================
                                       Quoted              Occupancy   Parking
Item    Building Name                Annual Rent    Lease   Ratio       Ratio/
No.     / Location                  PSF       PSF    Type  (Incl.SL)   1,000 SF
================================================================================
L-1     100 Broadway Building       $20.40 -  $20.40  FSG     80.8%      2.50
        100 Broadway                $20.40 -  $20.40  FSG

--------------------------------------------------------------------------------
L-2     Harbor Bank Building                                  64.7%      3.70
        11 Golden Shore Avenue      $18.60 -  $18.60  FSG

--------------------------------------------------------------------------------
L-3     Catalina Landing            $16.80 -  $16.80  FSG     67.2%      3.50
        310-340 Golden Shore        $16.80 -  $16.80  FSG
        Avenue
--------------------------------------------------------------------------------
L-4     World Trade Center          $21.00 -  $21.00  FSG     81.4%      2.80
        One World Trade Center      $18.60 -  $24.00  FSG

--------------------------------------------------------------------------------
L-5     Landmark Square             $19.20 -  $22.20  FSG     79.5%      3.30
        111 West Ocean Boulevard    $19.20 -  $22.20  FSG

--------------------------------------------------------------------------------
L-6     The 180 Building            $21.00 -  $23.40  FSG      8.3%      4.00
        180 East Ocean Boulevard    $21.00 -  $23.40  FSG

--------------------------------------------------------------------------------
L-7     Home Savings Building       $22.20 -  $22.20  FSG     60.8%      3.00
        249 East Ocean Boulevard    $16.20 -  $18.00  FSG

--------------------------------------------------------------------------------
L-8     Shoreline Square                                      85.1%      2.50
        301 East Ocean Boulevard    $25.20 -  $30.00  FSG

--------------------------------------------------------------------------------
L-9     American Savings Building   $15.00 -  $18.60  FSG     39.2%      2.70
        401 East Ocean Boulevard    $15.00 -  $18.60  FSG

--------------------------------------------------------------------------------
L-10    Sumitomo Tower Building                               62.7%      3.50
        444 West ocean Boulevard    $16.20 -  $17.40  FSG

--------------------------------------------------------------------------------
L-11    Oceangate Tower             $16.80 -- $18.60  FSG     80.1%      3.00
        100 oceangate Avenue        $16.80    $18.60  FSG

--------------------------------------------------------------------------------
L-12    Arco Center                 $16.80 -- $16.80  FSG     77.9%      3.00
        200 Oceangate Avenue        $21.96    $22.92  FSG

--------------------------------------------------------------------------------
L-13    Arco Center                 $21.96 -- $24.00  FSG     86.7%      3.00
        300 Oceangate Avenue        $21.96    $24.00  FSG

--------------------------------------------------------------------------------
L-14    Union Bank Building                                   85.9%      2.20
        400 Oceangate Avenue        $16.20 -  $18.60  FSG

--------------------------------------------------------------------------------
L-15    One Golden Shore                                      100.0%     4.40
        One Golden Shore

================================================================================
        MARKET SUB-TOTALS                                     72.7%
================================================================================

Subj.   Downtown Plaza                                        92.8%      3.20
        211 East Ocean Boulevard    $16.20 -  $16.20  FSG

================================================================================
        MARKET TOTALS                                         73.3%
================================================================================

OFFICE BUILDING ACTIVITY CHART
DOWNTOWN LONG BEACH

[GRAPHIC OMITTED]

[DATA POINTS TO BE SUPPLIED]


Los Angeles South Office Market

submarket comprises approximately 57 percent of the total available space (direct and sublease) in the Long Beach area. Three of the five submarkets; within the Long Beach office market experienced declines in the weighted average asking rental rate from second quarter 1993 to fourth quarter 1995, with the most significant decrease on a percentage basis occurring in the North Long Beach submarket. The Long Beach Marina and Cerritos submarkets posted increases in the range of six to ten percent in the weighted average asking rental rate from 1993 to 1995.

Absorption and Vacancy Trends

The accompanying exhibits summarize the direct and overall (including sublease availabilities) vacancy trends for the submarkets comprising the Long Beach office market from year-end 1992 through second quarter, 1996, as well as the historical net absorption for the same period. Although performance by submarket varies, the data shows a steady trend in declining overall and direct availabilities since 1992. The combination of modest but stable net absorption and the absence of new construction has resulted in a decline in vacancy levels in the Long Beach market from 22.6 percent to 17.0 percent from year-end 1992 to second quarter, 1996 (direct vacancy) and from 23.6 percent to 17.5 percent (overall vacancy).

Direct Competition

The subject is located along the Ocean Boulevard corridor, which is the prime office location in the downtown Long Beach submarket. The accompanying exhibit summarizes the current occupancy and rental profile for the 15 competitive Class A and B office buildings in this neighborhood. The buildings range in height from two to 27 stories and in size from approximately 32,000 square feet to 436,000 square feet. Excluding the subject the combined overall (including sublease space) occupancy level is 72.7 percent for a total inventory of about 3,270,000 square feet. Excluding mezzanine space the quoted asking rental rates for available space ranges from $16.20 to $30.00 per-square-foot annually full service gross, with the predominate range from $16.20 to $22.20.

Conclusions

The subject's downtown Long Beach market has lagged the general Los Angeles County office market recovery which has begun during the past two years. The subject's market and other submarkets in the Long Beach area have experienced a slow, stable improvement in occupancy levels, however, due to continued positive net absorption and no new construction. The current significant "spread" between market rental rates and the rental rates required to justify new development continue to delay any new development, particularly in the downtown Long Beach submarket for the foreseeable future. The level of investment activity in this market and other Los Angeles County office markets has accelerated significantly during the past 12 months, driven by both the availability of capital and by the trends in vacancy rates.

-28-

CUSHMAN &
WAKEFIELD (R)
ADVISORY VALUATION SERVICES


[PLAT MAP]

[GRAPHIC OMITTED]

LONG BEACH CITY, CA


CUSHMAN &
WAKEFIELD (R)
ADVISORY VALUATION SERVICES


[PLAT MAP]

[GRAPHIC OMITTED]

LONG BEACH CITY, CA


CUSHMAN &
WAKEFIELD (R)
ADVISORY VALUATION SERVICES

PROPERTY DESCRIPTION

Site Description

The subject includes two non-contiguous parcels: the "Office Parcel" and the "Parking Parcel". The Office Parcel contains 42,160 square feet of land area, and is located at the northeast corner of East Ocean Boulevard and The Promenade North in the downtown portion of the City of Long Beach. The site is generally rectangular in shape, and the topography is also generally level

The property also includes a non-contiguous "Parking Parcel" located about two blocks southeasterly of the Office Parcel, on the north side of Seaside Way extending from Locust Avenue to Collins Way. This parcel contains 29,110 square feet according to Assessors maps. The parcel is improved with a surface parking lot containing 79 marked spaces. The parking lot is leased to the adjacent hotel (Breakers Hotel) for a term through September 30, 2000 (subject to termination option for "up to" 29 spaces). This parcel is generally level, but slopes slightly downward to the south.

We have assumed that the soil's load-bearing capacity is sufficient to support the existing structures. All essential utilities including electricity, water, sewer, and telephone are currently serving the site.

According to The Los Angeles County Flood Atlas, Community Panel No. 060136 0020 B, effective September 15, 1993, the subject property is situated in Zone C and does not require flood insurance.

Improvements Description

The subject "Office Parcel" is improved with a 1982-built Class "B" six-story office building containing 100,146 square feet of rentable area, based on the "remeasured" area shown on the rent roll provided for our review. The "as leased" area is 98,362 rentable square feet. The improvements, known as Downtown Plaza, are of Class "B" construction, with reinforced concrete frame and glass curtain walls. The building is constructed over a two-level subterranean garage containing approximately 295 marked spaces (including approximately 205 tandem spaces and 90 single spaces). The floorplates are somewhat triangular in shape, and are "terraced", with upper floor balconies providing southerly-facing views for many suites. There are three elevators serving the parking levels and six office floors.

Capital Issues

The subject does not comply with current ADA code requirements, and upgrades were in progress as of the date of our property inspection. It is our understanding based on verbal information provided by the property manager and a review of limited budget data that approximately $420,000 has been budgeted for capital work for ADA compliance, common area upgrades including painting and lobby renovation, exterior and interior painting, roof repair, and mechanical system upgrades. We have not reviewed detailed budgets and it is our understanding these improvements are projected to be completed by year-end 1996. We have not deducted for remaining capital costs, and recommend an inspection of the property be made by qualified experts to determine the level of code compliance and the cost of any remaining improvements.


-29-

CUSHMAN &
WAKEFIELD (R)
ADVISORY VALUATION SERVICES

REAL PROPERTY TAXES AND ASSESSMENTS

The current method of taxation of real property in California is mandated by Proposition 13, under which real estate taxes were reduced to one percent of the property's full market value as of the 1975/76 fiscal year, plus any voter approved bond indebtedness. The assessor's assessment of market value is limited to a maximum two percent annual increase, unless the property is transferred or there is substantial new construction. In either of these two events, the property is reappraised to current market value, usually as evidenced by the sales price and/or the construction cost.

Assessed value is not an accurate reflection of market value, and it is not particularly sensitive to economic fluctuations in market value. Assessed value is the figure which is put on the Assessor's roll and is the basis upon which the property tax is charged to property owners. The Proposition 13 Property Tax initiative received very strong support from the general public as resistance to property increases continue. It is unlikely that the basic premises of this law will be changed in the near future.

Tax Rates

The 1995/96 tax rate for the land and improvements in Tax Rate Area 05542 is 1.011677% percent and is based upon $100 of assessed values.

Tax Assessment

Following is the subject's total current assessment:


1995/96 Property Assessment Summary

                     Office Parcel          Parking Parcel           Totals
--------------------------------------------------------------------------------
Land                   $1,714,600             $1,135,400            $2,500,000
Building               $6,461,000                $29,000            $6,490,000
--------------------------------------------------------------------------------
Total                  $8,175,600             $1,164,400            $8,990,000
================================================================================

Direct Assessments

Following is an itemized list of current direct assessments for the subject property:

========================================================
                    Direct Assessments
========================================================
                                               1995/96
--------------------------------------------------------
Long Beach LDSCP                             $  438.25
L.A. County Flood Control                    $  379.03
MWD Water Stand-by Chart No. 8               $   12.16
County Sanitation District No. 3             $5,735.28
L.A. County Park Districts                   $  481.34
--------------------------------------------------------
Total                                        $7,046.06
========================================================

The tax rate and the direct assessments appear to be in line with the rates and assessments in the competitive market area. Current annual taxes are estimated at approximately $102,000.


-30-

CUSHMAN &
WAKEFIELD (R)
ADVISORY VALUATION SERVICES


[ZONING MAP]

[GRAPHIC OMITTED]

DOWNTOWN SHORELINE
SUBAREAS
Planned Development Ordinance: PD-6
LONG BEACH CITY, CA



ZONING

Office Parcel

The office parcel is zoned city of Long Beach CB, Commercial Business. This zone was created for the Central Business district to preserve and enhance the downtown area's role as the center of commerce, culture and civic life for the city and surrounding communities. The city recognizes this district as being unique in its intensity and diversity of use, its contribution to the history, culture and image of the city, and its aesthetic and architectural significance.

Under the current municipal code, parking requirements for general office use are four parking spaces per 1,000 square feet of gross usable floor area up to 20,000 square feet plus two spaces per 1,000 square feet of gross building area thereafter. Requirements for retail banking is six stalls per 1,000 square feet of gross retail banking area plus four spaces per 1,000 square feet of gross office area.

This zoning classification requires the minimum lot size to be no less than 10,000 SF and establishes no maximum building height.

The first story uses, in addition to the requirements and standards of this zoning regulation, is restricted to retail, personal service, restaurant, tavern or theater entrances, as well as other building entrances, lobbies, plazas or driveways. The permitted uses shall occupy the entire street frontage of ground floors. No other uses shall occupy this area.

Parking Parcel

The parking parcel is zoned city of Long Beach PD-6 (subarea 7), Downtown Shoreline Planned Development District. The area within the Plan boundary contains both public and private property, with some existing major land uses, but with significant undeveloped and underdeveloped property. This Plan is intended to coordinate future public and private improvements in a mixed land-use concept.

The subarea wherein the parking parcel lies contains an office building and the Breakers Hotel (designated by the City as a cultural landmark). Permitted uses within this subarea are restricted to residential, hotel, or an office with hotel or residential uses occupying not less than one-third land area of this subarea. Special design features are required for any new developments between the Jergins Trust Site and the Breakers Hotel. These features must include a coordinated theme for the entire entrance area for the full length of the Promenade South, create visual and physical linkage between the Ocean Boulevard downtown area and the shoreline, and the Ocean Boulevard park strip between Locust and Pine shall be designed to emphasize the Promenade entrance.

Subarea 7 parking requirements for new construction shall provide parking spaces as required for new development, but must be enclosed and located below Ocean Boulevard level. Office building parking shall be available for public use on evenings and weekends. Office uses may lease Convention Center parking for usual business requirements. The reuse of existing buildings shall maintain its current parking requirements.


-31-

CUSHMAN &
WAKEFIELD (R)
ADVISORY VALUATION SERVICES

HIGHEST AND BEST USE

Highest and Best Use of Site As Though Vacant

The highest and best use must be (1). legally permissible, (2) physically possible, (3) financially feasible, and (4) maximally productive. The size, shape, and physical attributes of the site are considered sufficient to accommodate most forms of development. Given the existing office zoning and the surrounding development (which consists of a relatively equal mixture of office, retail, hotel, industrial, and vacant land), some type of commercial use would be most compatible with surrounding development. Further, as discussed in the Office Market Analysis section of this report, the downtown Long Beach office submarket has continued its recovery with a year-end 1995 overall occupancy level of approximately 72.7 percent. Direct weighted average rental rates for this type of space represent the highest rates in the Long Beach market area at $19.92 per square foot (including all classes of space). Therefore, it is our opinion the highest and best use of the site is for some type of office development as of a future date when new construction becomes economically justified.

Highest and Best Use, As Improved

As noted in the Property Description section of this report, the subject site is improved with a six-story, 100,146 square foot (NRA) office building and related site improvements. Constructed in 1982, the project is in average condition. Further, the design and layout are considered to be adequate for its current use.

The office submarket in which the subject competes is stable with increasing occupancy levels and rental rates. It is our opinion that the highest and best use of this site, as improved, is for continued use as a Class "B" office building.


-32-

CUSHMAN &
WAKEFIELD (R)
ADVISORY VALUATION SERVICES

VALUATION PROCESS

Appraisers typically use three approaches in valuing real property: the Cost Approach, the Income Approach, and the Sales Comparison Approach. The type and age of the property and the quantity and quality of data affect the applicability of each approach in a specific appraisal situation.

The principle of substitution that forms the basis for the Cost Approach holds that "no prudent person will pay more for a property than the amount with which he can obtain, by purchase of a site and construction of a building, a property of equal desirability and utility."

The Cost Approach has historically been a reasonably reliable indicator of value for new, legally conforming office buildings in the Los Angeles market area. It is not particularly relevant in the traditional sense for this appraisal, however. External, or economic conditions have rendered the indication from this approach essentially meaningless. This situation has delayed the timeframe for new construction to such a degree that the principle of substitution, which is based on the price an investor would pay to acquire a site and construct a building of similar utility without undue delay, is no longer a possible scenario. The investors in this type of property report that a basic criterion for evaluating a potential purchase is that the price paid must be below the estimated replacement cost of the property. The basis for this criterion is the perception that new development is economically infeasible at current rental rates and vacancy levels. The profit component, which is the incentive for new development, at the minimum has been removed from the market. We have accordingly not used a Cost Approach in this appraisal.

The Sales Comparison Approach involved a search for recent sales of comparable improved properties and an analysis of the data as it relates to the subject property.

In the Income Approach we estimated the subject's capacity to produce income through an analysis of the defined office market. An estimated value for the subject property was derived through a computerized Discounted Cash Flow Analysis and Direct Capitalization.

We concluded the appraisal process by reviewing each of the applicable approaches to value. We considered the type and reliability of data and the applicability of each approach. Finally, we reconciled the two approaches and estimated the final value.


-33-

CUSHMAN &
WAKEFIELD (R)
ADVISORY VALUATION SERVICES

SUMMARY OF COMPARABLE OFFICE BUILDINGS SALES AND MARKETING ACTIVITY

====================================================================================================================================
                                                              Improvements                                    Sales Price
  Item    Property Name/Location    Date of Sale      Year        No. of       Rentable  Occupancy    Total        PSF       OAR
   No                                                 Built      Stories         Area     at Sale
====================================================================================================================================
  I-1a  100 West Broadway               7/96           1986          6          194,087    84%     $20,200,000   $104.08       14.1%
        Long Beach, CA                                                                                                        (above
                                                                                                                              market
                                                                                                                              rents)
                                                                                                                          @ 84% occ.
------------------------------------------------------------------------------------------------------------------------------------
  I-1b  100 West Broadway               7/95           1986          6          194,087    78%     $14,000,000                 12.0%
        Long Beach, CA                 (note                                                                      $72.13
                                     purchase)
------------------------------------------------------------------------------------------------------------------------------------
  I-2   Sumitomo Bank Building          6/96           1968      15 (tower)     178,886    68%      $9,200,000    $48.55       13.6%
        444 West Ocean Blvd.                                      1 (annex)      10,600                                   @ 68% occ.
        Long Beach, CA                                                         --------
                                                                                189,486
------------------------------------------------------------------------------------------------------------------------------------
  I-3a  Park Tower                      3/96           1981          7          112,777    75%      $7,200,000    $63.84        8.0%
        5150 East Pacific Coast Hwy.                                                                                      @ 75% occ.
        Long Beach, CA
------------------------------------------------------------------------------------------------------------------------------------
  I-3b  Park Tower                      4/94           1981          7          112,777    50%      $5,600,000    $49.65        6.3%
        5150 East Pacific Coast Hwy.                                                                                      @ 50% occ.
        Long Beach, CA
------------------------------------------------------------------------------------------------------------------------------------
  I-4   Allstate Building            Current           1982          12         199,366     9%     $14,000,000    $70.22         N/A
        180 East Ocean Blvd.          Escrow                                                            asking           (9% leased)
        Long Beach, CA
                                                                                                   $12,000,000    $60.19   Pro-forma
                                                                                                      reported               95% OAR
                                                                                                        escrow                 19.6%
                                                                                                         price
------------------------------------------------------------------------------------------------------------------------------------
  I-5a  L'Opera Building             Current           1910          6           65,538    100%     $5,350,000    $81.63       10.0%
        101-115 Pine Ave.             Escrow                                                            asking           @ 100% occ.
        Long Beach, CA                              1988/1996
                                                    remodeled
------------------------------------------------------------------------------------------------------------------------------------
  I-5b  L'Opera Building                6/95           1910          6           65,538    60%      $3,500,000    $53.40         N/A
        101-15 Pine Ave.
        Long Beach, CA                              1988/1996
                                                    remodeled
------------------------------------------------------------------------------------------------------------------------------------
  I-6   New Wilshire                   11/95           1986          16         203,934    78%     $21,450,000   $105.18       10.3%
        6100 Wilshire Blvd.                                                                                               @ 78% occ.
        Los Angeles, CA
------------------------------------------------------------------------------------------------------------------------------------
Subject Downtown Plaza                    --           1982          6          100,146    93%             --        --           --
        211 East Ocean Blvd.
        Long Beach, CA
====================================================================================================================================


SALES COMPARISON APPROACH

Methodology

In the Sales Comparison Approach, we estimated the value of the subject by comparing it with similar, recently sold properties in the surrounding or competing area. 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, we can identify value and price trends. The sold properties must be comparable to the subject in physical, locational, and economic characteristics. The basic steps of this approach are:

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

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

3. Reducing the sales price to common units of comparison, such as price per-square-foot of building area;

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;

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

The most widely-used and market-oriented units of comparison for office properties is the sales price per-square-foot of building area. All comparable sales have been analyzed on this basis.

Cushman & Wakefield tracks office building transactions in Los Angeles County involving sales or arm's length "creative" acquisitions of properties in excess of 50,000 square feet. The table below summarizes the activity in this category during the past three years.

Los Angeles County Office Building Transactions

                             Greater Than 50,000 SF

             No. Of              Aggregate               Average
Year      Transactions         Sales Price             Price/Sale.
----      ------------         ------------            -------------
1993           35              $480 million            $13.7 million
1994           38              $305 million             $8.0 million
1995           44              $840 million            $19.1 million

The sales activity during each year included a wide cross section of buildings in terms of quality, size, tenancy, and market location. The pace and average pricing for transactions during


-34-

CUSHMAN &
WAKEFIELD (R)
ADVISORY VALUATION SERVICES

Sales Comparison Approach

1995 demonstrated a substantial increase above the two prior years, which accurately reflects the growth in the number of well-capitalized investors interested in Los Angeles County office product.

The subject is a well-leased, average quality mid-rise office building in an average Los Angeles County office market location. The level of market activity involving office properties has increased significantly during the past year, and several office buildings in the subject's downtown Long Beach market have recently transferred ownership or are currently in escrow. The comparable office building sales and marketing activity we considered for comparison with the subject are summarized on the accompanying exhibit. The data includes four closed sales and two current escrows, as well as the two more dated "re-sales" of two of the current items. The data includes four properties located in the subject's directly competitive downtown Long Beach office market (items I-1, I-2, I-4, and I-5), a property in a more peripheral Long Beach office location
(I-5) and an office building located in the Miracle Mile district of the City of Los Angeles (I- 6). The data was selected based on comparability in one or more of the following criteria: 1) location; 2) leasing status; 3) improvement quality and age; 4) size of the asset and total magnitude (in terms of dollars) of the transaction; 5) investor profile; and 5) occupancy at sale.

As shown on the chart two of the data items (I-1 and I-5) represent recent or pending re-sales of assets acquired by the current sellers during the past 12 months. The current investment market for office properties in Los Angeles County has increased in terms of the number of transactions due to the increasing influx of capital, and the well-capitalized local investors who acquired properties earlier in the recovery period are now selling the assets (typically following additional lease up or capital upgrades) at a premium to buyers higher up in the "investment food chain'. We have accordingly focused the sales analysis on the most recent activity.

The price per-square-foot of rentable area represents the most reliable method for estimating a value for the subject based on the Sales Comparison Approach. The analysis and adjustments we considered is briefly described below.

Property Rights Conveyed

Each of the data items involved similar leased fee ownership positions as the subject. Item I-1 also includes an additional "parking parcel" which generates additional revenue through a lease to third party ownership.

Seller Financing/Cash Equivalency

Each of the data items involves "cash-to-the-seller' acquisitions, and no adjustment for seller financing is warranted.

Conditions of Sale

No unusual seller motivations were uncovered which would suggest the purchase prices were impacted by non-market conditions.

Location

As noted above five of the size data items are located in the subjects Long Beach market, and four of these items are located within a few blocks of the subject. Items I-1 and I-5 are


-35-

CUSHMAN &
WAKEFIELD (R)
ADVISORY VALUATION SERVICES

Sales Comparison Approach

located directly north of the subject property. Item I-6 is situated in a submarket with a comparable vacancy level and slightly higher market rental rates than downtown Long Beach.

Improvement Quality

The subject is superior to I-2,I-4, and I-5, generally similar to I-3, and inferior to I-1 and I-6 in terms of quality.

Occupancy at Sale

The subject is generally similar or superior to most of the comparable data items in terms of leasing profile at the time of sale.

Conclusions

The subject is most similar overall to I-1, which sold during July, 1996. This property is nearly identical in terms of location, although the subject has superior views, and is slightly superior in terms of quality. We concluded below the rounded $104 per-square-foot price for this sale for the subject, at $90 per-square-foot of rentable area.

100,146 SF x $90 PSF = $9,013,140

Rounded value by Sales Comparison Approach: $9,000,000


-36-

CUSHMAN &
WAKEFIELD (R)
ADVISORY VALUATION SERVICES

                                                                                                                           RENT ROLL
Downtown Plaza
211 East Ocean  Long Beach, CA
====================================================================================================================================
                                     Square Feet        Remeasured            Lease Date          Minimum      Adjust       Annual
Suite  Tenant                   Vacant    Occupied        Occupied         Begin        End      Rent/PSF        Date         Rent
------------------------------------------------------------------------------------------------------------------------------------
101    Coast Federal                         6,154           7,729        Apr-83     Mar-03         33.85                  208,340
                                                                                                    40.21      Apr-98      247,442
------------------------------------------------------------------------------------------------------------------------------------
102    The Designory                         3,492           3,492        May-96     Jan-00         15.60                   54,475
                                                                                                    17.40      Jun-98       60,761
------------------------------------------------------------------------------------------------------------------------------------
200    Corporate Offices                    16,797          17,717        Sep-96     Aug-01          7.80                  131,017
          (Espirit Jones)                                                                           12.00      Apr-97
                                                                                                    13.80      Oct-97
                                                                                                    15.00      Oct-98
                                                                                                    15.60      Oct-99
                                                                                                    18.00      Oct-00
------------------------------------------------------------------------------------------------------------------------------------
300    Vacant                    2,075
------------------------------------------------------------------------------------------------------------------------------------
310    Eagle Pacific Insurance               7,730           7,560        Apr-89     Nov-96         22.20                  171,606
------------------------------------------------------------------------------------------------------------------------------------
340    Vacant                      784
------------------------------------------------------------------------------------------------------------------------------------
345    Vacant                      907
------------------------------------------------------------------------------------------------------------------------------------
350    Vacant                      521
------------------------------------------------------------------------------------------------------------------------------------
360    Compass Productions                   2,919           2,873        Jul-91     Jul-98         15.60                   45,536
------------------------------------------------------------------------------------------------------------------------------------
370    Vacant                    1,529
------------------------------------------------------------------------------------------------------------------------------------
400    La Torracca & Goettsch               11,698          11,182        Feb-95     Jan-01         16.20                  189,508
                                                                                                    18.00      Mar-97      210,564
                                                                                                    20.16      Mar-99      235,832
------------------------------------------------------------------------------------------------------------------------------------
405    Pacific Crane Maint.                  2,444           2,453        Jun-95     May-98         15.00                   36,660
                                                                                                    16.20      Jan-97       39,593
------------------------------------------------------------------------------------------------------------------------------------
410    Vacant                    1,369
------------------------------------------------------------------------------------------------------------------------------------
500    City of Long Beach                   15,369          14,992        Jan-95     Dec-99         15.00                  230,535
                                                                                                    16.20      Jan-97      248,978
                                                                                                    17.40      Jan-98      267,421
------------------------------------------------------------------------------------------------------------------------------------
600    The Designory                        24,574          24,963        Feb-95     Jan-00         11.68                  287,070
                                                                                                    15.00      Sep-96      368,610
                                                                                                    17.40      Feb-98      427,588
====================================================================================================================================
                    Totals (SF): 7,185      91,177          92,961
====================================================================================================================================

   Occupancy Chart
   ------------------------------------------------------
                            Actual     Remeas      Ratio
   ------------------------------------------------------
           Occupancy        91,177     92,961       92.8%
             Vacancy         7,185      7,185        7.2%
   ------------------------------------------------------
           Total NRA        98,362    100,146      100.0%
   ======================================================


[GRAPHIC OMITTED -- PIE CHART REPRESENTING THE ABOVE TABLE]


TENANT PROFILE

Downtown Plaza
211 East Ocean Long Beach, CA

                                                                 Minimum
Suite          Tenant                             Occupied       Rent/SF
--------------------------------------------------------------------------------
101        Coast Federal Savings                    6,154         33.85
--------------------------------------------------------------------------------
102        The Designory                            3,492         15.60
--------------------------------------------------------------------------------
200        Corporate Offices                       16,797          7.80
--------------------------------------------------------------------------------
310        Eagle Pacific Insurance                  7,730         22.20
--------------------------------------------------------------------------------
360        Compass Productions                      2,919         15.60
--------------------------------------------------------------------------------
400        La Torracca & Goettsch                  11,698         16.20
--------------------------------------------------------------------------------
405        Pacific Crane Maint.                     2,444         15.00
--------------------------------------------------------------------------------
500        City of Long Beach                      15,369         15.00
--------------------------------------------------------------------------------
600        The Designory                           24,574         11.68
================================================================================

          =================================================
                              TENANT SUMMARY
          -------------------------------------------------
              High rent (psf)                       $33.85
              Low rent (psf)                         $7.80
          -------------------------------------------------
           Weighted average (psf)                   $14.86
          -------------------------------------------------
              Largest area (sf)                     24,574
              Smallest area (sf)                     2,444
          -------------------------------------------------
           Average area (sf)                        10,131
          -------------------------------------------------

          -------------------------------------------------
           Total Occupied Area (sf)                  91,177
          =================================================

Tenant Overview Chart

[GRAPHIC OMMITTED]

[DATA POINTS TO BE SUPPLIED]


CUSHMAN &
WAKEFIELD (R)
ADVISORY VALUATION SERVICES

                                                                                                                   ROLLOVER EXPOSURE
Downtown Plaza
211 East Ocean  Long Beach, CA
====================================================================================================================================
Rollover                                    Occupied       Percentage             Expiry       Cumulative             Rollover
Year     Suite    Tenant                    Area (SF)*    of Building               Date             SQFT              Percent
------------------------------------------------------------------------------------------------------------------------------------
1996     310      Eagle Pacific Insurance      7,560              7.5%            Nov-96
------------------------------------------------------------------------------------------------------------------------------------
                                               7,560              7.5%                              7,560                  7.5%
------------------------------------------------------------------------------------------------------------------------------------

1997                                               0              0.0%
------------------------------------------------------------------------------------------------------------------------------------
                                                   0              0.0%                                  0                  0.0%
------------------------------------------------------------------------------------------------------------------------------------

1998     405      Pacific Crane Maint.         2,453              2.4%            May-98
         360      Compass Productions          2,873              2.9%            Jul-98
------------------------------------------------------------------------------------------------------------------------------------
                                               5,326              5.3%                             12,886                 12.9%
------------------------------------------------------------------------------------------------------------------------------------

1999     500      City of Long Beach          14,992             15.0%            Dec-99
------------------------------------------------------------------------------------------------------------------------------------
                                              14,992             15.0%                             27,878                 27.8%
------------------------------------------------------------------------------------------------------------------------------------

2000     102      The Designory                3,492              3.5%            Jan-00
         600      The Designory               24,963             24.9%            Jan-00
------------------------------------------------------------------------------------------------------------------------------------
                                              28,455             28.4%                             56,333                 56.3%
------------------------------------------------------------------------------------------------------------------------------------

2001     400      La Torracca & Goettsch      11,182             11.2%            Jan-01
         200      Corporate Offices           17,717             17.7%            Aug-01
------------------------------------------------------------------------------------------------------------------------------------
                                              28,899             28.9%                             85,232                 85.1%
------------------------------------------------------------------------------------------------------------------------------------

2003     101      Coast Federal Savings        7,729              7.7%            Mar-03
------------------------------------------------------------------------------------------------------------------------------------
                                               7,729              7.7%                             92,961                 92.8%
------------------------------------------------------------------------------------------------------------------------------------

                  Combined vacant space        7,185

------------------------------------------------------------------------------------------------------------------------------------
                  Total Building NRA (SF):   101,146                                              Cumulative Rollover:   100.0%
====================================================================================================================================






                              [GRAPHIC OMITTED -- BAR CHART SHOWING ABOVE ROLLOVER PERCENTAGES BY YEAR]











                                                                                                   ---------------------------
                                                                                                    * Based on remeasured area


INCOME APPROACH

Methodology

The Income Approach is a method of converting the anticipated economic benefits of owning property into a value estimate through capitalization. The principle of 'anticipation" underlies this approach in that investors recognize the relationship between an asset's income and its value. In order to value the anticipated economic benefits of a particular property, potential income and expenses must be estimated, and the most appropriate capitalization method must be selected.

The two most common methods of converting net income into value are direct capitalization and discounted cash-flow analysis. In direct capitalization, net operating income is divided by an overall rate extracted from market sales to indicate a value. In the discounted cash-flow method, anticipated future net income streams and a reversionary value are discounted to an estimate of net present value at a chosen yield rate (internal rate of return).

In our opinion both the direct capitalization and the discounted cash flow are appropriate methods for estimating the value of subject property. We accordingly have utilized both methods within the Income Approach.

Potential Gross Income

Subject Occupancy Profile

The exhibits on the accompanying pages include rent roll data, a stacking plan, and a lease expiration summary (Rollover) for the subject property. The exhibits were prepared by Cushman & Wakefield based on leases and data provided by the property management.

The subject is currently 92.8 percent leased based on the "remeasured" rentable building area. There are currently eight tenants, including one tenant with multiple suites (The Designory) and a tenant with a signed lease but not yet in occupancy. The tenants range in size from 2,444 square feet to 28,066 square feet. Current rental rates range from $7.80 to $33.85 per-square-foot annually, full service gross, with a weighted average rent of $14.86. The low end of this range corresponds to the initial rent for the executive suite tenant currently improving its space, while the upper end of the rental rate range corresponds to Coast Federal, which has a ground floor retail bank branch and prominent building signage. The predominant rental range for current tenants is from about $15 to $16 per-square-foot.


-37-

CUSHMAN &
WAKEFIELD (R)
ADVISORY VALUATION SERVICES

STACKING PLAN

Dowtown Plaza
211 East Ocean Long Beach, CA

==========================================================================================================
                                                Square Feet             Remeasured      Total*   Occupancy
Floor  Suite    Tenant                    Vacant        Occupied          Occupied   Floor (SF)  Ratio(%)
==========================================================================================================
1st    100      The Designory                              10,872           10,872
----------------------------------------------------------------------------------------------------------
       101      Coast Federal Savings                       6,154            7,729
----------------------------------------------------------------------------------------------------------
       102      The Designory                               3,492            3,492
==========================================================================================================
       Sub-Total (SF):                         0           20,518           22,093      22,093      100.0%
==========================================================================================================

2nd    200      Corporate Offices                          16,797           17,717
==========================================================================================================
       Sub-Total (SF):                         0           16,797           17,717      17,717      100.0%
===========================================================================================================

3rd    300      Vacant                     2,075
----------------------------------------------------------------------------------------------------------
       310      Eagle Pacific Insurance                     7,730            7,560
----------------------------------------------------------------------------------------------------------
       340      Vacant                       784
----------------------------------------------------------------------------------------------------------
       345      Vacant                       907
----------------------------------------------------------------------------------------------------------
       350      Vacant                       521
----------------------------------------------------------------------------------------------------------
       360      Compass Productions                         2,919            2,873
----------------------------------------------------------------------------------------------------------
       370      Vacant                     1,529
==========================================================================================================
       Sub-Total (SF):                     5,816           10,649           10,433      16,249       64.2%
==========================================================================================================
4th    400      La Torracca & Goettsch                     11,698           11,182
----------------------------------------------------------------------------------------------------------
       405      Pacific Crane Maint.                        2,444            2,453
----------------------------------------------------------------------------------------------------------
       410      Vacant                     1,369
==========================================================================================================
       Sub-Total (SF):                     1,369           14,142           13,635      15,004       90.9%
==========================================================================================================

5th    500      City of Long Beach                         15,369           14,992
==========================================================================================================
       Sub-Total (SF):                         0           15,369           14,992      14,992      100.0%
==========================================================================================================

6th    600      The Designory                              13,702           14,091
==========================================================================================================
       Sub-Total (SF):                         0           13,702           14,091      14,091      100.0%
==========================================================================================================
                       Totals (SF):        7,185           91,177           92,961     100,146       92.8%
==========================================================================================================

Stacking Plan Chart*

[GRAPHIC OMITTED]

[DATA POINTS TO BE SUPPLIED]


* - Based on remeasured area

Income Approach

Four major tenants have premises greater than 1 0,000 square feet, as summarized below.

                        Remeasure              Lease            % of Total
Tenant                  Area Leased (SF)       Expiration       NRA
------                  ----------------       ----------       ---
The Designory           28,455                 1/2000           28.4%
Esprit Jones            17,717                 8/2001           17.7%
City of Long Beach      14,992                 12/1999          15.0%
La Torrance             11,182                 1/2001           11.2%

The "Esprit Jones" tenant in suite 200 is an executive suite business which has succeeded the previous executive suite operation previously controlled (subject to a management agreement) by the landlord. The tenant is currently improving its premises, and the lease commencement is projected as August 24, 1996. The tenant also operates approximately six other executive suite businesses in the south bay area.

Rollover Profile

The accompanying exhibit summarizes the re-leasing exposure from current leases. The lease expirations during the first three years of the holding period totals 20,446 square feet, or 20.4 percent of the total rentable area. The major tenant expires in January, 2000. The subjects rollover profile is relatively favorable in comparison with other properties in this market.

Assumptions Regarding the Existing Leases

With the exception of the previously noted changes, our analysis specifically assumes the existing tenants will remain in the property and continue paying rent under the terms of their leases. Information provided by management indicates that no tenants are currently in default and the tenant base generally appears to be stable.

Estimate of Current Market Rent

According to our research the current quoted rental rate for the available subject space on the third and fourth floors is $16.20 per-square-foot annually, full service gross. The tenant improvement allowance is "negotiable" but typically new tenants receive up to $15 per-square-foot in build-out allowance.

We based market rent estimates for the subject property on our investigations of competitive buildings in the market, including a comparison of quoted rental rates and concessions for available space, discussions with leasing brokers active in this market, and a review of recently signed leases for space in the subject and competitive properties. The exhibit on the accompanying page summarizes a rental and occupancy survey of 16 competitive downtown Long Beach office properties with a combined rentable area of approximately 3.27 million square feet. The Class A buildings have a current quoted rental rate range from $16.80 to $30.00 per-square-foot annually, full service gross, with a predominant range from about $21.00 to $24.00 per-square-foot. Buildings in the subject's class B category exhibit a range in rental rates from $15.00 to $23.40 per-square-foot, with most rents in the range from $16.20 to $20.40 per-square-foot. Some leases include relatively minimal free rent concessions, but most are structured on an "effective" basis, typically flat for three to five-year terms. The tenant improvement allowances vary, depending upon the condition of the existing premises and the requirements of the tenant.


-38-

CUSHMAN &
WAKEFIELD (R)
ADVISORY VALUATION SERVICES

RENTAL AND OCCUPANCY SURVEY                                                                                    2nd Quarter 1996
Long Beach Downtown
Competitive Office Buildings
==================================================================================================================================
                                                        Building Information
                                                                Avg.Flr.                                                Overall
Item   Building Name/                           No. of    Area    Area      Year          Available Space (SF)        Availability
No.    Location                        Class   Stories     (SF)   (SF)     Built    Floor(s)   Direct      Sublease       (SF)
==================================================================================================================================
L-1    100 Broadway Building               B        6    193,390  32,232   1967      Ground     2,490            0
       100 Broadway                                                                     2-6    34,681            0        Total
                                                                                       ----   -------       ------
                                                                                               37,171            0       37,171
----------------------------------------------------------------------------------------------------------------------------------
L-2    Harbor Bank Building                B        6    109,000  18,167   1982      Ground         0            0
       11 Golden Shore Avenue                                                           2-5    38,517            0        Total
                                                                                       ----   -------       ------
                                                                                               38,517            0       38,517
----------------------------------------------------------------------------------------------------------------------------------
L-3    Catalina Landing                    B        4    275,000  68,750   1985      Ground    32,672            0
       310-340 Golden Shore Avenue                                                      2-4    57,407            0        Total
                                                                                       ----   -------       ------
                                                                                               90,079            0       90,079
----------------------------------------------------------------------------------------------------------------------------------
L-4    World Trade Center                  A       27    436,692  16,174   1988      Ground    11,495            0
       One World Trade Center                                                          2-26    64,395        5,122        Total
                                                                                       ----   -------       ------
                                                                                               75,890        5,122       81,012
----------------------------------------------------------------------------------------------------------------------------------
L-5    Landmark Square                     A       24    413,000  17,208   1991      Ground     8,754        1,177
       111 West Ocean Boulevard                                                        3-24    69,919        4,962        Total
                                                                                       ----   -------       ------
                                                                                               78,673        6,159       84,832
----------------------------------------------------------------------------------------------------------------------------------
L-6    The 180 Building
       180 East Ocean Boulevard            B       12    200,028  16,669   1982      Ground    19,681            0
                                                                                       2-12   163,760            0        Total
                                                                                       ----   -------       ------
                                                                                              183,441            0      183,441
----------------------------------------------------------------------------------------------------------------------------------
L-7    Home Savings Building               B       10    103,000  10,300   1982      Ground    18,464            0
       249 East Ocean Boulevard                                                         2-9    21,875            0        Total
                                                                                       ----   -------       ------
                                                                                               40,339            0       40,339
----------------------------------------------------------------------------------------------------------------------------------
L-8    Shoreline Square                    A       21    417,000  19,857   1988      Ground         0            0
       301 East Ocean Boulevard                                                        2-10    62,025            0        Total
                                                                                       ----   -------       ------
                                                                                               62,025            0       62,025
----------------------------------------------------------------------------------------------------------------------------------
L-9    American Savings Building           B       10    127,991  12,799   1964        Mezz     7,960            0
       401 East Ocean Boulevard                                                        3-10    69,838            0        Total
                                                                                       ----   -------       ------
                                                                                               77,798            0       77,798
----------------------------------------------------------------------------------------------------------------------------------
L-10   Sumitomo Tower Building             B       18    163,264   9,070   1968      Ground         0            0
       444 West Ocean Boulevard                                                        5-17    60,901            0        Total
                                                                                       ----   -------       ------
                                                                                               60,901            0       60,901
----------------------------------------------------------------------------------------------------------------------------------
L-11   Oceangate Tower                     B       12    202,000  16,833   1971   Plaza/Lob    18,784            0
       100 Oceangate Avenue                                                            4-11    21,451            0        Total
                                                                                       ----   -------       ------
                                                                                               40,235            0       40,235
----------------------------------------------------------------------------------------------------------------------------------
L-12   Arco Center                         A       14    220,625  15,759   1983      Ground         0        4,630
       200 Oceangate Avenue                                                            2-15    44,091            0        Total
                                                                                       ----   -------       ------
                                                                                               44,091        4,630       48,721
----------------------------------------------------------------------------------------------------------------------------------
L-13   Arco Center                         A       14    218,298  15,593   1968      Ground       898            0
       300 Oceangate Avenue                                                            5-17    28,038            0        Total
                                                                                       ----   -------       ------
                                                                                               28,936            0       28,936
----------------------------------------------------------------------------------------------------------------------------------
L-14   Union Bank Building                 B       14    157,683  11,263   1975      Ground         0            0
       400 Oceangate Avenue                                                            2-11     9,765        7,661        Total
                                                                                       ----   -------       ------
                                                                                                9,765        7,661       17,426
----------------------------------------------------------------------------------------------------------------------------------
L-15   One Golden Shore                    B        2     32,246  16,123   1977      Ground         0            0
       One Golden Shore                                                                   0         0            0        Total
                                                                                       ----   -------       ------
                                                                                                    0            0            0
----------------------------------------------------------------------------------------------------------------------------------
MARKET SUB-TOTALS                                 194  3,269,217  16,852                      867,861       23,572      891,433
==================================================================================================================================

Subj.  Downtown Plaza                      B        6    100,146  16,691   1982      Ground         0            0
       211 East Ocean Boulevard                                                         3-4     7,185            0        Total
                                                                                       ----   -------       ------
                                                                                                7,185            0        7,185
----------------------------------------------------------------------------------------------------------------------------------
       MARKET TOTALS                              200  3,369,363  16,847                      875,046       23,572      898,618
==================================================================================================================================


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

                                                   Quoted                         Occupancy     Parking
Item   Building Name/                            Annual Rent       Lease            Ratio        Ratio/
No.    Location                                PSF         PSF      Type          (Incl. SL)    1,000 SF
========================================================================================================
L-1    100 Broadway Building                 $20.40   -  $20.40      FSG             80.8%        2.50
       100 Broadway                          $20.40   -  $20.40      FSG


--------------------------------------------------------------------------------------------------------
L-2    Harbor Bank Building                                                          64.7%        3.70
       11 Golden Shore Avenue                $18.60   -  $18.60      FSG


--------------------------------------------------------------------------------------------------------
L-3    Catalina Landing                      $16.80   -  $16.80      FSG             67.2%        3.50
       310-340 Golden Shore Avenue           $16.80   -  $16.80      FSG


--------------------------------------------------------------------------------------------------------
L-4    World Trade Center                    $21.00   -  $21.00      FSG             81.4%        2.80
       One World Trade Center                $18.60   -  $24.00      FSG


--------------------------------------------------------------------------------------------------------
L-5    Landmark Square                       $19.20   -  $22.20      FSG             79.5%        3.30
       111 West Ocean Boulevard              $19.20   -  $22.20      FSG


--------------------------------------------------------------------------------------------------------
L-6    The 180 Building
       180 East Ocean Boulevard              $21.00   -  $23.40      FSG              8.3%        4.00
                                             $21.00   -  $23.40


--------------------------------------------------------------------------------------------------------
L-7    Home Savings Building                 $22.20   -  $22.20      FSG             60.8         3.00
       249 East Ocean Boulevard              $16.20   -  $18.00      FSG


--------------------------------------------------------------------------------------------------------
L-8    Shoreline Square                                              FSG             85.1%        2.50
       301 East Ocean Boulevard              $25.20   -  $30.00      FSG


--------------------------------------------------------------------------------------------------------
L-9    American Savings Building             $15.00   -  $18.60      FSG             39.2%        2.70
       401 East Ocean Boulevard              $15.00   -  $18.60


--------------------------------------------------------------------------------------------------------
L-10   Sumitomo Tower Building                                                       62.7%        3.50
       444 West Ocean Boulevard              $16.20   -  $17.40      FSG


--------------------------------------------------------------------------------------------------------
L-11   Oceangate Tower                       $16.80   -  $18.60      FSG             80.1%        3.00
       100 Oceangate Avenue                  $16.80   -  $18.60      FSG


--------------------------------------------------------------------------------------------------------
L-12   Arco Center                           $16.80   -  $16.80      FSG             77.9%        3.00
       200 Oceangate Avenue                  $21.96   -  $22.92      FSG


--------------------------------------------------------------------------------------------------------
L-13   Arco Center                           $21.96   -  $24.00      FSG             86.7%        3.00
       300 Oceangate Avenue                  $21.96   -  $24.00      FSG


--------------------------------------------------------------------------------------------------------
L-14   Union Bank Building                                                           88.9%        2.20
       400 Oceangate Avenue                  $16.20   -  $18.60      FSG


--------------------------------------------------------------------------------------------------------
L-15   One Golden Shore                                                             100.0%        4.40
       One Golden Shore


--------------------------------------------------------------------------------------------------------
MARKET SUB-TOTALS                                                                    72.7%
========================================================================================================

Subj.  Downtown Plaza                                                                92.8%        3.20
       211 East Ocean Boulevard              $16.20   -  $16.20      FSG


--------------------------------------------------------------------------------------------------------
       MARKET TOTALS                                                                 73.3%
========================================================================================================






                                                   Office Building Activity Chart
                                     [GRAPHIC OMITTED -- COMBINATION LINE AND BAR GRAPH SHOWING
                                     OCCUPANCY RATION IN COMPARISON WITH THE NUMBER OF STORIES]


Income Approach

Most second generation leases include tenant allowances from about $5 to $20 per-square-foot. An example of a recent lease in a directly competitive building is summarized below.

Property:                            401 E. Ocean Blvd.
Floor:                               7
Date of Lease:                       6/96
Size of Premises:                    5,000 SF
Tenant:                              Barwill Agencies
Term:                                5 Years
Annual PSF Rent:                     $14.40 Full Service, Flat for Term
Free Rent:                           2 months
Tenant Allowance:                    $8 PSF
Effective Rent:                      $13.92 PSF

Recent subject leasing activity is summarized below.

Tenant:                                 Esprit Jones (new tenant)
   Floor:                               2
   Date of Lease:                       6/96
   Size of Premises:                    16,797 SF
   Term:                                5 Years
   Annual PSF Rent:                     $7.80 Full Service
    Adjustments
      Mos   7-12:                       $12.00
      Mos. 13-24:                       $13.80
      Mos. 25-36:                       $15.00
      Mos. 37-48:                       $15.60
      Mos. 49-60:                       $18.00

   Free Rent:                           2 months
   Tenant Allowance:                    $15 PSF
   Effective Rent:                      $14.07 PSF (5 years)


-39-

CUSHMAN &
WAKEFIELD (R)
ADVISORY VALUATION SERVICES

PARKING CONCEPTS, INC.                                            DOWNTOWN PLAZA
                                                        211 East Ocean Boulevard
                                                    Long Beach, California 90802

Historical Parking Income and Expense Statements

================================================================================
                                             Actual*    Y-T-D 1996    Annualized
                                                1995      Jan-June          1996
================================================================================
GROSS REVENUES
Transient                                   $  7,175      $  3,791      $  7,582
Monthly Parking                             $ 85,427      $ 55,545      $111,089
Validations                                 $ 16,077      $  8,700      $ 17,400
Other Sales (Grand Prix)                    $  6,640      $  6,920      $ 13,840
--------------------------------------------------------------------------------
Total Revenue                               $115,319      $ 74,956      $149,911
================================================================================
EXPENSES
--------------------------------------------------------------------------------
Total Expenses                              $ 34,556      $ 21,139      $ 42,278
================================================================================
Net Operating Income                        $ 80,763      $ 53,817      $107,633
================================================================================

Parking Income & Expense Chart

[GRAPHIC OMITTED]

[DATA POINTS TO BE SUPPLIED]


                                                                 Income Approach
================================================================================

Tenant:                                La Torrance et al (renewal)
    Floor:                             4
    Date of Lease:                     5/95
    Size of Premises:                  11,698 SF
    Term:                              6 Years
    Annual PSF Rent:                   $16.80 Full Service
     Adjustments
       Mos 25-48:                      $18.00
       Mos. 49-72:                     $20.16

    Free Rent:                         None
    Tenant Allowance:                  $5 PSF
    Effective Rent:                    $18.32 PSF (6 years)

Tenant:                                Pacific Crane (renewal)
    Floor                              4
    Date of Lease-                     5/95
    Size of Premises:                  2,444 SF
    Term:                              3 Years
    Annual PSF Rent:                   $15.00 Full Service
     Adjustments
       Mos 19-36:                      $16.20

    Free Rent:                         None
    Tenant Allowance:                  $2.64 PSF
    Effective Rent:                    $15.60 PSF (3 years)

Achievable market rental rates for the subject will vary based on the length of the lease term. the floor level and views, the size and credit rating of the tenant, and the required concessions from the landlord. Based on our analysis of the data we concluded the following "typical" market rent and concession package for the subject property.

                   FSG                          Mos.       Per Rentable SF
               Annual Rent                      Free       Tenant Improvements
Lease Term     Initial PSF     Adjustments      Rent       New             Renew
----------     -----------     -----------      ----       ---             -----
5 Years        $16.20          Flat             None       $12.50          $5

Parking Revenue

The subject parking revenues for 1995 and year-to-date 1996 are summarized on the accompanying exhibit. As noted on the exhibit the available data suggests the 1995 figures may not represent full-year information. We projected parking revenue based on the most recent actual data (year-to-date 1996) and estimated $1.70 per-square-foot annually based on occupied area. We estimated parking expenses at $40,000 annually (in 1996 dollars).


-40-

CUSHMAN &
WAKEFIELD (R)
ADVISORY VALUATION SERVICES


Downtown Plaza 1993-1996 Historical & Budgeted Operating Expense Statements

                                      Total Net Rentable Area (sf):    100,146
================================================================================
                               Year End 1995               1996 Budget
STATEMENTS                         Total         PSF           Total        PSF
================================================================================
REVENUE
  Base Rent                      $1,263,177     $12.61      $1,284,662    $12.83
  Expense Reimbursements             90,969       0.91          50,805      0.51
  Parking Income                     90,085       0.90         183,916      1.84
  Miscellaneous Income                1,510       0.02          41,712      0.42
--------------------------------------------------------------------------------
Total Revenue                     1,445,741      14.44       1,561,095     15.59
--------------------------------------------------------------------------------

OPERATING EXPENSES
Reimbursable
  Utilities                        $244,056       2.44        $261,500     $2.61
  Cleaning                           64,913       0.65          73,800      0.74
  Repair & Maintenance              105,044       1.05          97,220      0.97
  Administration                     88,723       0.89         122,724      1.23
  General Building                   16,961       0.17          34,350      0.34
  Security                           38,348       0.38          25,381      0.25
  Management Fees                    28,645       0.29          31,222      0.31
  Insurance                          38,673       0.39          53,691      0.54
--------------------------------------------------------------------------------
Sub-Total (reimbursable)           $625,363      $6.24        $699,888     $6.99
--------------------------------------------------------------------------------
  Non-Reimbursable                   $9,429      $0.09          $2,020     $0.02
--------------------------------------------------------------------------------
Sub-Total (non-reimbursable)        634,793      $6.34        $701,908     $7.01
--------------------------------------------------------------------------------
  Real Property Taxes              $248,964      $2.49        $100,852     $1.01
--------------------------------------------------------------------------------
Total Expenses                     $888,757      $8.82        $802,760     $8.02
================================================================================

================================================================================
NET OPERATING INCOME (NOI)         $561,984      $5.61        $758,335     $7.57
================================================================================


                                                Net Operating Income
         Expense Chart                              Trends Chart

        [GRAPHIC OMITTED]                         [GRAPHIC OMITTED]

   [DATA POINTS TO BE SUPPLIED]             [DATA POINTS TO BE SUPPLIED]

EXPENSE CATEGORIES

  Utilities                 Electricity, gas, water/sewage
  Cleaning                  Janitorial
  Repair & Maintenance      Grounds maintenance and repairs & maintenance
  Administration            On-site office, general admin., payroll & burden,
                            advertising & marketing, and property tax service
                            fee
  General Building          Supplies, equipment, trash removal, window cleaning
                            & exterminating
  Security                  Building security
  Management Fees           Management fees
  Insurance                 Property insurance
  Non-Reimbursable          Non-Reimbursable
  Real Property Taxes       Real estate taxes

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


Income Approach

Other Income

The subject Parking Parcel is leased to the adjacent Breakers Hotel for a term through September, 2000. The lease rate is $44 per space per month (79 spaces) for the first year of the term (through 1996), with an increase to $50 per space beginning the second year of the lease. We modeled this lease based on the current terms, or a rounded $40,000 annually during 1996, and assumed a 3.5% annual increase throughout the holding period.

Vacancy and Collection Loss

Both the investor and the appraiser are primarily interested in the cash revenue that an income 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 their 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 of rent.

The subject is currently 92.8 percent leased, and the current tenant profile has a relatively favorable lease expiration schedule. As discussed in the Market Analysis, the subject's Long Beach office submarkets; have shown a stable pattern of declining vacancy levels over the past several years, and no new competitive buildings are expected to be completed in the near future. Based on the current subject occupancy level and the improving market conditions, we projected global vacancy and collection loss (against all revenues) of 5.0% and an additional lag vacancy between leases of 6 months for 5-year lease terms. Based on the 65% renewal probability assumption the indicated (rounded) weighted vacancy between leases is 2 months.

Operating Expenses

The historical and budgeted expenses for the subject for the period 1995 (actual) and 1996 (budgeted) are summarized on an accompanying exhibit. The summary was prepared by Cushman & Wakefield based on statements provided by the property management.

We analyzed the historical and budgeted data as well as comparable expense data for other downtown Long Beach office buildings. Our expense conclusions for the property, expressed in 1996 dollars, are summarized below.

Summary of Expense Conclusions

Category                                 PSF
--------                                 ---
Utilities (fixed)                       $1.60
Utilities (variable)                    $1.00
Cleaning (fixed)                        $0.50
Cleaning (variable)                     $0.30
Repairs & Maintenance                   $1.00
Administration                          $1.20
General Building                        $0.50
Management                              $0.30
Insurance                               $0.55
R.E. Taxes                              $1.00
Parking                                 $0.40
                                        -----
Total                                   $8.35
Reserves:                               $0.15


-41-

CUSHMAN &
WAKEFIELD (R)
ADVISORY VALUATION SERVICES

Income Approach

Capitalization

We converted the net operating income into a value indication by means of discounted cash-flow analysis and direct capitalization.

Discounted Cash Flow Analysis

By forecasting the anticipated income stream and discounting future value at reversion to current value, the capitalization process can be applied to derive a value that the investor would pay to receive that particular income stream.

Investors in office buildings typically make a forecast of net operating income and cash flow over a period of time ranging from five to 15 years. This projection is used to determine a purchase price justified by the degree of risk inherent in the proposed investment.

We modeled the following specific assumptions within the cash flow model.

1) Holding Period - We modeled an 11-year holding period on a fiscal year basis beginning August 1, 1996. We extended the typical 10-year period by one year based on the future rollover pattern, which results in "non-stabilized" releasing during the 11th year.

2) Income Projections - Existing tenants were modeled according to the terms of the leases. Absorption tenants and future speculative rollover tenants were modeled according to the market rent and concession conclusions presented previously. These conclusions are restated below.

                   FSG                          Mos.       Per Rentable SF
               Annual Rent                      Free       Tenant Improvements
Lease Term     Initial PSF     Adjustments      Rent       New             Renew
----------     -----------     -----------      ----       ---             -----
5 Years        $16.20          Flat             None       $12.50          $5

3) Vacancy and Collection - We modeled a combination of "global" vacancy and collection, and lag vacancy between leases. The assumptions are summarized below.

Global Vacancy and Collection - We modeled an overall 5% deduction against revenues throughout the projection period.

Lag Vacancy - We modeled lag vacancy between leases based on an assumed 6 months vacancy between 5-year terms. These projections were weighted by the 65% renewal probability assumption, which results in a weighted deduction of 2 months between 5-year terms.


-42-

CUSHMAN &
WAKEFIELD (R)
ADVISORY VALUATION SERVICES

Comparative Analysis of U.S. Treasuries & REITs June 1995 through May 1996

========================================================================================================
                 United States Treasury Yields                   Real Estate Investment Trust Yields
========================================================================================================
      Period       Long-Term     Intermediate   Short-Term    Equity     Mortgage     Hybrid        All
========================================================================================================
      May-96         7.08           6.51           6.01         7.4         9.0         7.8         7.5
      Apr-96         6.98           6.39           5.93         7.5        10.2         7.7         7.7
      Mar-96         6.75           6.11           5.67         7.4         9.9         7.8         7.5
      Feb-96         6.32           5.54           5.07         7.2         8.8         7.8         7.4
      Jan-96         6.12           5.47           5.16         7.2         8.4         7.5         7.3
      Dec-95         6.16           5.58           5.36         7.4         9.0         7.7         7.5
      Nov-95         6.37           5.79           5.54         7.8         8.9         8.1         7.8
      Oct-95         6.49           5.95           5.74         7.7         8.9         7.9         7.8
      Sep-95         6.69           6.11           5.85         7.5         8.9         7.9         7.6
      Aug-95         6.96           6.37           6.05         7.7         8.3         8.2         7.7
      Jul-95         6.81           6.19           5.89         7.7         8.8         8.0         7.8
      Jun-95         6.65           6.04           5.77         7.7         8.7         8.0         7.8
========================================================================================================
Average              6.62           6.00           5.67        7.52        8.98        7.87        7.62
========================================================================================================

Comparitive Analysis Trend Chart June 1995 through May 1996

[GRAPHIC OMITTED]

[DATA POINTS TO BE SUPPLIED]


Income Approach

4) Growth Rates - We modeled the following growth rates for expenses and revenues:

Operating Expenses:            3.5% annually
Real Estate Taxes:             2.0% annually
Tenant Improvement Costs:      3.5% annually
Assumed CPI:                   3.5% annually

Market Rent and Parking:       3.5% annually

5) Renewal Probability - We assumed a 65% renewal probability for all tenants.

6) Leasing Commissions - This expense was modeled at 6% for 5-year leases. Renewing tenants were modeled with one-half commission.

7) Reversion - The reversion price was calculated by applying a 10.5% overall capitalization rate to the 11th year's net operating income. Following a deduction for a 2.0% cost of sale, the reversion price was added to the previous year's net cash flow prior to discounting.

We used the ProJect and Excel cash flow programs to simulate the projected operating characteristics for the subject property under the preceding assumptions. The cash flow and value table are on an accompanying page, and additional detail is included in the Addenda.

Derivation of Discount Rate

The accompanying exhibit entitled "Comparative Analysis of U.S. Treasuries and REITs" provides an overview of the alternative marketplaces for capital investment during the period from June, 1995 through May, 1996. The graph and accompanying data show that equity REIT yields are not necessarily sensitive to changes in interest rates. Although yields for intermediate Treasuries increased by nearly 50 basis points during the 12-month period, yields for equity REITs (on average) decreased by 30 basis points during the same period. Investor concerns of higher inflation can increase Treasury yield requirements, but the real estate market can represent a "hedge" against inflation due to pricing increases. The yields for REITs are below levels required for single asset real estate investments, however, due (in part) to liquidity issues and the diversity and management levels of multi-property portfolios.

The most recently published Cushman & Wakefield survey of investors' return requirements was published in Winter, 1995, and a copy is included in the Addenda. The Summer, 1996 survey has been completed but is not yet published. A copy of the return requirements reported by investors for the 1996 survey is also included in the Addenda. We reviewed current reported return requirements for a cross section of retail and office investors. The data is summarized in the following chart.

                                                   Weighted Average Ranges
Property Type         Category(l)              Going-in Cap Rates   IRRs
CBD Office            Class A-Leased           9.3%-9.8%            11.8%-12.3%
Suburban Office       Class A-Leased           8.8%-9.6%            11.2%-11.7%


-43-

CUSHMAN &
WAKEFIELD (R)
VALUATION ADVISORY SERVICES

                                                   DISCOUNTED CASH FLOW ANALYSIS
                                              Downtown Plaza - 11 year holding period
====================================================================================================================================
11 year holding period beginning 8/1/96     1               2               3               4               5               6
                                          FY1997          FY1998          FY1999          FY2000          FY2001          FY2002
------------------------------------------------------------------------------------------------------------------------------------
INCOME
  GROSS RENTS                           1,484,129       1,697,228       1,802,359       1,840,385       1,876,360       1,903,196
  LESS LAG VACANCY                        (20,450)         (6,806)         (8,130)       (276,228)        (36,124)        (96,472)
  EXPNSE RECOVERIES                        21,110          41,145          57,583          85,310          77,276          68,874
  PARKING INCOME                          154,601         174,191         182,104         180,942         183,972         195,743
  OTHER INCOME                             40,817          42,245          43,724          45,254          46,838          48,477
------------------------------------------------------------------------------------------------------------------------------------
Potential Gross Income                  1,680,207       1,948,003       2,077,640       1,855,655       2,148,322       2,119,818
------------------------------------------------------------------------------------------------------------------------------------
  VACANCY / CREDIT LOSS                   (74,239)        (86,578)        (92,590)        (81,473)        (95,876)        (93,780)
  Average 13-yr Vacancy (%) is 7.5%           5.6%            4.8%            4.8%           19.3%            6.1%            9.0%
------------------------------------------------------------------------------------------------------------------------------------
Effective Gross Income                  1,605,968       1,861,425       1,985,050       1,774,192       2,052,446       2,026,038
====================================================================================================================================

EXPENSES
  FIXED UTILITIES                         163,505         169,228         175,151         181,281         187,626         194,193
  VARIABLE UTILITIES                       90,942         102,465         107,120         106,437         108,219         115,143
  FIXED CLEANING                           51,095          52,884          54,735          56,650          58,633          60,685
  VARIABLE CLEANING                        27,283          30,740          32,136          31,931          32,466          34,543
  REPAIRS & MAINTNCE                      102,191         105,767         109,469         113,301         117,266         121,370
  ADMINISTRATION                          122,629         126,921         131,363         135,961         140,719         145,645
  GENERAL BUILDING                         51,095          52,884          54,735          56,650          58,633          60,685
  MANAGEMENT FEE                           30,657          31,730          32,841          33,990          35,180          36,411
  INSURANCE                                56,205          58,172          60,208          62,315          64,496          66,754
  REAL ESTATE TAXES                       102,191         105,767         109,469         113,301         117,266         121,370
  PARKING EXPENSES                         40,817          42,245          43,724          45,254          46,838          48,477
------------------------------------------------------------------------------------------------------------------------------------
Operating Expenses                        838,610         878,803         910,951         937,071         967,342       1,005,276
------------------------------------------------------------------------------------------------------------------------------------
    Operating Expense Ratio                  52.2%           47.2%           45.9%           52.8%           47.1%           49.6%

------------------------------------------------------------------------------------------------------------------------------------
NET OPERATING INCOME                      767,358         982,622       1,074,099         837,121       1,085,104       1,020,762
====================================================================================================================================

DEDUCTIONS
  ALTERATIONS                             349,826               0          43,806         165,032         440,804         274,502
  COMMISSIONS                              59,781               0          18,148          68,372         141,880         113,724
  RESERVES ALLOWANCE                       15,022          15,548          16,092          16,655          17,238          17,841
------------------------------------------------------------------------------------------------------------------------------------
Total Deducations                         424,629          15,548          78,046         250,059         599,922         406,067
------------------------------------------------------------------------------------------------------------------------------------

====================================================================================================================================
NET CASH FLOW                             342,729         967,074         996,053         587,062         485,182         614,695
====================================================================================================================================

------------------------------------------------------------------------------------------------------------------------------------
CASH ON CASH                                  4.6%           12.9%           13.3%            7.9%            6.5%            8.2%
------------------------------------------------------------------------------------------------------------------------------------

====================================================================================================================================
11 year holding period beginning 8/1/96     7               8               9               10              11              12
                                          FY2003          FY2004          FY2005          FY2006          FY2008          FY2009
------------------------------------------------------------------------------------------------------------------------------------
INCOME
  GROSS RENTS                           1,885,645       1,817,406       1,844,358       1,983,845       2,080,334       2,136,618
  LESS LAG VACANCY                        (43,584)        (38,096)        (66,834)        (42,904)       (111,284)         (6,822)
  EXPNSE RECOVERIES                        83,608         104,080         125,114         129,985         119,388         134,038
  PARKING INCOME                          202,834         213,510         214,902         218,709         232,413         245,722
  OTHER INCOME                             50,174          51,930          53,748          55,629          57,576          59,591
------------------------------------------------------------------------------------------------------------------------------------
Potential Gross Income                  2,178,677       2,148,830       2,171,288       2,345,264       2,378,397       2,569,147
------------------------------------------------------------------------------------------------------------------------------------
  VACANCY / CREDIT LOSS                   (96,283)        (94,170)        (95,132)       (103,546)       (104,420)       (113,192)
  Average 13-yr Vacancy (%) is 7.5%           6.4%            6.2%            7.5%            6.2%            9.1%            4.7%
------------------------------------------------------------------------------------------------------------------------------------
Effective Gross Income                  2,082,394       2,054,660       2,076,156       2,241,718       2,273,977       2,455,955
====================================================================================================================================

EXPENSES
  FIXED UTILITIES                         200,989         208,024         215,305         222,841         230,640         238,712
  VARIABLE UTILITIES                      119,314         125,594         126,413         128,652         136,713         144,543
  FIXED CLEANING                           62,809          65,008          67,283          69,638          72,075          74,598
  VARIABLE CLEANING                        35,794          37,678          37,924          38,596          41,014          43,363
  REPAIRS & MAINTNCE                      125,618         130,015         134,566         139,275         144,150         149,195
  ADMINISTRATION                          150,742         156,018         161,479         167,130         172,980         179,034
  GENERAL BUILDING                         62,809          65,008          67,283          69,638          72,075          74,598
  MANAGEMENT FEE                           37,686          39,005          40,370          41,783          43,245          44,759
  INSURANCE                                69,090          71,508          74,011          76,601          79,282          82,057
  REAL ESTATE TAXES                       125,618         130,015         134,566         139,275         144,150         149,195
  PARKING EXPENSES                         50,174          51,930          53,748          55,629          57,576          59,591
------------------------------------------------------------------------------------------------------------------------------------
Operating Expenses                      1,040,643       1,079,803       1,112,948       1,149,058       1,193,900       1,239,645
------------------------------------------------------------------------------------------------------------------------------------
    Operating Expense Ratio                  50.0%           52.6%           53.6%           51.3%           52.5%           50.5%

------------------------------------------------------------------------------------------------------------------------------------
NET OPERATING INCOME                    1,041,751         974,857         963,208       1,092,660       1,080,077       1,216,310
====================================================================================================================================

DEDUCTIONS
  ALTERATIONS                              16,843         145,005         196,005         125,822         313,029          39,999
  COMMISSIONS                               6,978          48,762          81,204          52,127         129,685          16,571
  RESERVES ALLOWANCE                       18,466          19,112          19,781          20,473          21,190          21,932
------------------------------------------------------------------------------------------------------------------------------------
Total Deducations                          42,287         212,879         296,990         198,422         463,904          78,502
------------------------------------------------------------------------------------------------------------------------------------

====================================================================================================================================
NET CASH FLOW                             999,464         761,978         666,218         894,238      11,968,400
====================================================================================================================================

------------------------------------------------------------------------------------------------------------------------------------
CASH ON CASH                                 13.4%           10.2%            8.9%           12.0%          160.1%
------------------------------------------------------------------------------------------------------------------------------------

AVG. CASH ON CASH                                                      23.5%
FIVE YEAR AVERAGE                                                       9.0%
INITIAL CAP. RATE                                                      10.3%
--------------------------------------------------------------------------------
TERMINAL CAP. RATE                                                     10.5%
TRANSACTION COST                                                        2.0%
DISCOUNT RATE                                                          12.0%
--------------------------------------------------------------------------------
REVISIONARY VALUE                                               $11,352,227
--------------------------------------------------------------------------------
NET PRESENT VALUE (NPV)                                          $7,474,393
--------------------------------------------------------------------------------
NPT - Per Square Foot                                                $74.63


VALUE MATRIX

                                    Low-Range        Mid-Range         Hi-Range
--------------------------------------------------------------------------------
         Discount Rate                   11.5%            12.0%            12.5%
     Net Present Value             $7,735,935       $7,474,393       $7,224,762
             NPV (PSF)                 $77.25           $74.63           $72.14
================================================================================
                              Total Bldg (SF):   100,146

Net Operating Income (NOI) vs Net Cash Flow (NCF)

[GRAPHIC OMITTED]
[DATA POINTS TO BE SUPPLED]



                                                            Income Approach
================================================================================

CBD Office            Class B-Leased           10.1%-10.6%          12.9%-13.3%
Suburban Office       Class B-Leased           9.0%-9.7%            12.1%-12.6%

CBD Office            Class A-Value Added      9.3%-10.0%           12.8%-13.6%
Suburban Office       Class A-Value Added      9.0%-9.7%            13.6%-14.6%

CBD Office            Class B-Value Added      9.3%-10.0%           12.8%-13.6%
Suburban Office       Class B-Value Added      9.5%-9.8%            14.6%-15.3%

CBD Office            All Categories           9.8%-10.3%           13.0%-13.6%
Suburban Office       All Categories           9.2%-9.8%            12.9%-13.5%

(1) "Leased Asset" refers to predominately "passive" investments involving substantially leased assets

"Value Added" denotes properties which require more active management due to leasing issues and/or additional capital investment for physical issues.

We concluded within the range bracketed by the respondents for the Class B asset categories, with most emphasis to the low end of the range for the suburban "leased asset" category, which considers the subject's percent occupancy level, and estimated a 12.0 percent discount rate is appropriate for the subject cash flow projections. This conclusion results in the following value indication for the property:

Discounted Cash Flow Conclusion: $7,500,000

Direct Capitalization

In the direct capitalization method we estimated a value by dividing the subject's net operating income by an overall capitalization rate. This overall rate (OAR) is selected based on our analysis of market sales and reported requirements from the category of investor most representative of the buyers for this asset. The overall rate is calculated by dividing the net operating income from the sales by their respective sales prices.

The chart below summarizes the overall rates for the comparable sales data presented in the Sales Comparison Approach.

======================================
    Summary of Capitalization Rates
======================================
   Sale           Capitalization Rate
    No.
======================================
     1                   14.1%
     2                   13.6%
     3                    8.0%
     4                    N/A
     5                   10.0%
     6                   10.3%
======================================


-44-

CUSHMAN &
WAKEFIELD (R)
VALUATION ADVISORY SERVICES

CONTRACT PROFORMA

                                Fiscal Year 1997

INCOME                                                                     PSF
  GROSS RENTS                                     $1,484,129             $14.82
  LESS LAG VACANCY                                  ($20,450)            ($0.20)
  EXPNSE RECOVERIES                                  $21,110              $0.21
  PARKING INCOME                                    $154,601              $1.54
  OTHER INCOME                                       $40,817              $0.41
  ------------------------------------------------------------------------------
Potential Gross Income                            $1,680,207             $16.78
  VACANCY / CREDIT LOSS                             ($74,239)            ($0.74)


Effective Gross Income                            $1,605,968             $16.04


EXPENSES
  FIXED UTILITIES                                   $163,505              $1.63
  VARIABLE UTILITIES                                 $90,942              $0.91
  FIXED CLEANING                                     $51,095              $0.51
  VARIABLE CLEANING                                  $27,283              $0.27
  REPAIRS & MAINTNCE                                $102,191              $1.02
  ADMINISTRATION                                    $122,629              $1.22
  GENERAL BUILDING                                   $51,095              $0.51
  MANAGEMENT FEE                                     $30,657              $0.31
  INSURANCE                                          $56,205              $0.56
  REAL ESTATE TAXES                                 $102,191              $1.02
  PARKING EXPENSES                                   $40,817              $0.41
  ------------------------------------------------------------------------------
Operating Expenses                                  $838,610              $8.37

--------------------------------------------------------------------------------
NET OPERATING INCOME                                $767,358              $7.66
--------------------------------------------------------------------------------

Downtown Plaza 211 East Ocean - Long Beach, California

Capitalization
     Rate                  PSF          Indicated Value
      9.0%               $85.14           $8,526,200
      9.5%               $80.66           $8,077,453
     10.0%               $76.62           $7,673,580
     10.5%               $72.98           $7,308,171
     11.0%               $69.66           $6,975,982
     11.5%               $66.63           $6,672,678
     12.0%               $63.85           $6,394,650
     12.5%               $61.30           $6,138,864
     13.0%               $58.94           $5,902,754


Income Approach

A significant portion of the variation in overall rates can be attributed to the differences in occupancy levels and the proformas used as the basis for capitalization, as well as the relationship between market and contract rental rates.

We concluded a 10.0 percent overall capitalization rate is appropriate for the subject. As shown on the accompanying exhibit the resulting rounded value indication by direct capitalization is $7,700,000.

Income Approach Conclusion

The $7,700,000 indication by direct capitalization compares with the discounted cash flow conclusion of $7,500,000. Each method is relevant for a property of this type, and we concluded at $7,600,000 for the property by the Income Approach.


-45-

CUSHMAN &
WAKEFIELD (R)
VALUATION ADVISORY SERVICES

RECONCILIATION AND FINAL ESTIMATE OF VALUE

Value indications for the subject property by the Approaches to Value are indicated as follows:

Cost Approach                                     Not Used
Sales Comparison Approach                        $9,000,000
Income Approach                                  $7,600,000

In the reconciliation, each approach to value is considered in order to determine the reliability of the data in each and to weigh which approach best represents the actions of typical users and investors in the market.

The Sales Comparison Approach is based on the principle of substitution which implies that a prudent person will not pay more to buy or rent a property than it would cost to buy a comparable substitute property. In this approach, the subject property was compared with six office building sales or escrows. We analyzed the sales using the sales price per square foot. Although various dissimilarities between the sales and the subject were noted, the general analysis is believed to provide reasonable support for our value conclusion. As such, the Sales Comparison Approach is afforded appropriate weight in the final conclusion.

The Income Approach is based upon investor expectations for the income stream generated by an income producing property. After estimating gross income, deductions were made for vacancy and collection losses, and variable, fixed and other expenses. The resulting net operating income was then converted into an indication of value by means of discounted cash flow model, and direct capitalization.

Since investment properties are generally bought and sold based upon their income generating ability, all sources of pertinent data were carefully researched. It is our opinion that the Income Approach is the most reliable indicator of the value of the subject since the intent of our analysis was to mirror investor expectations.

Therefore, giving primary weight to the indication of value via the Income Approach, but recognizing the validity of the Sales Comparison Approach and the comparability of the data, 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 August 5, 1996, was:

EIGHT MILLION DOLLARS
$8,000,000


-46-

CUSHMAN &
WAKEFIELD (R)
VALUATION ADVISORY SERVICES

ASSUMPTIONS AND LIMITING CONDITIONS

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

Property means the subject of the Appraisal.

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

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

The Appraisal has been made subject to the following assumptions and limiting conditions:

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

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

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

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

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

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


-47-
CUSHMAN &
WAKEFIELD (R)
VALUATION ADVISORY SERVICES

Assumptions and Limiting Conditions

consents have been or can be obtained and renewed for any use on which the value estimate contained in the Appraisal is based.

7) The physical condition of the improvements considered by the Appraisal is based on visual inspection by the Appraiser or other person identified in the Appraisal. C&W assumes no responsibility for the soundness of structural members nor for the condition of mechanical equipment, plumbing or electrical components.

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

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

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

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


-48-

CUSHMAN &
WAKEFIELD (R)
VALUATION ADVISORY SERVICES

CERTIFICATION OF APPRAISAL

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

1) James W. Myers and Miles Loo have inspected the property, James W. Myers, MAI, have reviewed the report and concur with the findings contained herein.

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, James W. Myers, MAI, has completed the requirements of the continuing education program of the Appraisal Institute.

/s/ Miles Loo, Jr.
Miles Loo, Jr.
Los Angeles Valuation Advisory Services

/s/ James W. Myers
James W. Myers, MAI
Senior Director
Los Angeles Valuation Advisory Services
Certification No. AG002662


-49-

CUSHMAN &
WAKEFIELD (R)
VALUATION ADVISORY SERVICES

ADDENDA


-50-

CUSHMAN &
WAKEFIELD (R)
VALUATION ADVISORY SERVICES

DOWNTOWN PLAZA
TENANT REGISTER

                 TENANT                    SQUARE FEET   BEGIN DATE     END DATE
---------------------------------------    -----------   ----------     --------
   1 - SUITE 101      COAST FED SAVINGS          6,154       4/1983       3/2003
   2 - SUITE 102      THE DESIGNORY              3,492       5/1996       1/2000
   3 - SUITE 200      ESPIRIT JONES             16,797       9/1996       8/2001
   4 - SUITE 310      EAGLE PACIFIC INS          7,730       4/1989      11/1996
   5 - SUITE 360      COMPASS PRODUCT.           2,919       7/1991       7/1998
   6 - SUITE 400      LA TORRACA & GOE..        11,698       2/1995       1/2001
   7 - SUITE 405      PACIFIC CRANE              2,444       6/1995       5/1998
   8 - SUITE 500      CITY OF LONG BCH          15,369       1/1995      12/1999
   9 - SUITE 600      THE DESIGNORY             24,574       2/1995       1/2000
  10 - SUITE varies   LEASE-UP (5-yr)            1,796      10/1996       9/2001
  11 - SUITE varies   REP 01 OF TEN #10          1,796       1/1997      12/2001
  12 - SUITE varies   REP 02 OF TEN #10          1,796       4/1997       3/2002
  13 - SUITE varies   REP 03 OF TEN #10          1,797       7/1997       6/2002
                                           -----------
       13 TENANTS                               98,362
                                           ===========

CUSHMAN &
WAKEFIELD (R)
VALUATION ADVISORY SERVICES

DOWNTOWN PLAZA
TENANT REGISTER

                 TENANT                    SQUARE FEET   BEGIN DATE     END DATE
---------------------------------------    -----------   ----------     --------
          1 - 5-Yr Tenant

   2 - SUITE 102      THE DESIGNORY              3,492       5/1996       1/2000
   3 - SUITE 200      ESPIRIT JONES             16,797       9/1996       8/2001
   4 - SUITE 310      EAGLE PACIFIC  INS         7,730       4/1989      11/1996
   5 - SUITE 360      COMPASS PRODUCT.           2,919       7/1991       7/1998
   6 - SUITE 400      LA TORRACA & GOE..        11,698       2/1995       1/2001
   7 - SUITE 405      PACIFIC CRANE              2,444       6/1995       5/1998
   8 - SUITE 500      CITY OF LONG BCH          15,369       1/1995      12/1999
   9 - SUITE 600      THE DESIGNORY             24,574       2/1995       1/2000
  10 - SUITE varies   LEASE-UP (5-yr)            1,796      10/1996       9/2001
  11 - SUITE varies   REP 01 OF TEN #10          1,796       1/1997      12/2001
  12 - SUITE varies   REP 02 OF TEN #10          1,796       4/1997       3/2002
  13 - SUITE varies   REP 03 OF TEN #10          1,797       7/1997       6/2002
                                           -----------
           12 TENANTS                           92,208

2 - 10-Yr Tenant

1 - SUITE 101      COAST FED SAVINGS          6,154       4/1983       3/2003
                                        -----------
         1 TENANTS                            6,154
                                        -----------
        13 TENANTS                           98,362
                                        ===========


                                                                    CUSHMAN &
                                                                WAKEFIELD (R)
                                                  ---------------------------
                                                  VALUATION ADVISORY SERVICES
                                                  ---------------------------


                                                           DOWNTOWN PLAZA
                                                        LEASE ABSTRACT REPORT
                                                           FOR ALL TENANTS


                                                                                                                               % OF
              PRIMARY/                                          ANNUAL                                                         RENT
              SECONDARY SQUARE LEASE LEASE OPTION     MINIMUM  MINIMUM OVERAGE CEILING BREAKPOINT                  PRO RATA    SUBJ
 TENANT         CODES     FEET BEGIN   END  #/MOS     RENT/SF    RENT     %    (000'S)  (000'S)   RECOVERIES      SHARE BASE  TO CPI
------------- --------- ------ ----- ----- ------ ------------ ------- ------- ------- ---------  --------------- ----------  ------
 1-SUITE 101        2    6,154  4/83  3/03      -        33.85  208,340    -       -       -      EXPNSE RECOVERIES  808,177
COAST FED SAVINGS   4                              4/98  40.21  247,442

 2-SUITE 102        1    3,492  5/96  1/00      -        15.60   54,475    -       -       -      EXPNSE RECOVERIES  774,779
THE DESIGNORY       4                              6/98  17.40   60,761

 3-SUITE 200        1   16,797  9/96  8/01      -         7.80  131,017    -       -       -      EXPNSE RECOVERIES  808,177
ESPIRIT JONES       4                              4/97  12.00  201,564
                                                  10/97  13.80  231,799
                                                  10/98  15.00  251,955
                                                  10/99  15.60  262,033
                                                  10/00  16.00  302,346

 4-SUITE 310        1    7,730  4/89 11/96      -        22.20  171,606    -       -       -      EXPNSE RECOVERIES  804,788
EAGLE PACIFIC INS   4

 5-SUITE 360        1    2,919  7/91  7/98      -        15.60   45,536    -       -       -      EXPNSE RECOVERIES  760,975
COMPASS PRODUCT.    4

 6-SUITE 400        1   11,698  2/95  1/01      -        16.20  189,508    -       -       -      EXPNSE RECOVERIES  774,779
LA TORRACA & GOE..  4                              3/97  18.00  210,564
                                                   3/99  20.16  235,832

 7-SUITE 405        1    2,444  6/95  5/98      -        15.00   36,660    -       -       -      EXPNSE RECOVERIES  774,779
PACIFIC CRANE       4                              1/97  16.20   39,593

 8-SUITE 500        1   15,369  1/95 12/99      -        15.00  230,535    -       -       -      EXPNSE RECOVERIES  907,789
CITY OF LONG BCH    4                              1/97  16.20  248,978
                                                   1/98  17.40  267,421

 9-SUITE 600        1   24,574  2/95  1/00      -        11.68  287,070    -       -       -      EXPNSE RECOVERIES  907,789
THE DESIGNORY       4                              9/96  15.00  368,610
                                                   2/98  17.40  427,568

 10-SUITE varies    1    1,796 10/96  9/01      -        16.20   29,095    -       -       -      EXPNSE RECOVERIES  808,177
LEASE-lUP (5-yr)    4

 11-SUITE varies    1    1,796  1/97 12/01      -        16.77   30,114    -       -       -      EXPNSE RECOVERIES  860,346
REP 01 OF TEN #10   4

CUSHMAN &
WAKEFIELD (R)
VALUATION ADVISORY SERVICES

                                                                                                                              PAGE 2


                                                                                                                              % OF
              PRIMARY/                                          ANNUAL                                                         RENT
              SECONDARY SQUARE LEASE LEASE OPTION     MINIMUM  MINIMUM OVERAGE CEILING BREAKPOINT                  PRO RATA    SUBJ
 TENANT         CODES     FEET BEGIN   END  #/MOS     RENT/SP    RENT     %    (000'S)  (000'S)   RECOVERIES      SHARE BASE  TO CPI
------------- --------- ------ ----- ----- ------ ------------ ------- ------- ------- ---------  --------------- ----------  ------
12-SUITE varies     1    1,796  4/97  3/02      -        16.77   30,114    -       -       -      EXPNSE RECOVERIES  860,346
REP 02 OF TEN #10   4

13-SUITE varies     1    1,797  7/97  6/02      -        16.77   30,130    -       -       -      EXPNSE RECOVERIES  860,346
REP 03 OF TEN #10   4

                        ------
                        98,362
                        ======

CUSHMAN &
WAKEFIELD (R)
VALUATION ADVISORY SERVICES

[blank]

CUSHMAN &
WAKEFIELD (R)
VALUATION ADVISORY SERVICES

                                                           DOWNTOWN PLAZA
                                                      AVERAGE OCCUPANCY REPORT
                                                           FOR ALL TENANTS



                  1996     1997     1998     1999     2000     2001     2002     2003     2004     2005     2006     2007     2008
                -------  -------  -------  -------  -------  -------  -------  -------  -------  -------  -------  -------  -------
JANUARY          70,888   87,039   98,362   98,362   82,993   98,362   96,566   98,362   98,362   98,362   98,362   96,566   98,362
FEBRUARY         70,888   94,769   98,362   98,362   54,927   86,664   88,836   98,362   98,362   98,362   98,362   98,362   98,362
MARCH            70,888   94,769   98,362   98,362   70,296   86,664   90,632   98,362   98,362   82,993   98,362   96,566   98.362
APRIL            70,888   96,565   98,362   98,362   98,362   98,362   96,566   92,208   98,362   54,927   86,664   88,836   98,362
MAY              74,380   96,565   98,362   98,362   98,362   98,362   96,566   92,208   98,362   70,296   86,664   90,632   98,362
JUNE             74,380   96,565   95,918   98,362   98,362   98,362   98,362   92,208   98,362   98,362   98,362   96,566   98,362
JULY             74,380   98,362   95,918   98,362   98,362   98,362   96,565   92,208   98,362   98,362   98,362   96,566   98,362
AUGUST           74,380   98,362   95,443   98,362   98,362   98,362   96,565   89,764   98,362   98,362   98,362   98,362   98,362
SEPTEMBER        91,177   98,362   95,443   98,362   98,362   81,565   98,362   89,764   98,362   98,362   98,362   96,565   98,362
OCTOBER          92,973   98,362   98,362   98,362   98,362   79,769   98,362   95,443   98,362   98,362   96,362   96,565   95,918
NOVEMBER         92,973   98,362   98,362   98,362   98,362   96,566   98,362   95,443   98,362   98,362   81,565   98,362   95,918
DECEMBER         85,243   98,362   98,362   98,362   98,362   98,362   96,362   98,362   98,362   98,362   79,769   98,362   95,443
                -------  -------  -------  -------  -------  -------  -------  -------  -------  -------  -------  -------  -------
AVERAGE SF
OCCUPIED-OCCA    78,620   96,370   97,468   98,362   91,123   93,314   96,176   94,391   98,362   91,123   93,463   96,026   97,711

TOTAL  SF-KRA   100,146  100,146  100,146  100,146  100,146  100,146  100,146  100,146  100,146  100,146  100,146  100,146  100,146
                -------  -------  -------  -------  -------  -------  -------  -------  -------  -------  -------  -------  -------
OCCUPANCY         78.51    96.23    97.33    98.22    90.99    93.18    96.04    94.25    96.22    90.99    93.33    95.89    97.57
                =======  =======  =======  =======  =======  =======  =======  =======  =======  =======  =======  =======  =======



                  2009     2010
                -------  -------
JANUARY          95,443   98,362
FEBRUARY         98,362   98,362
MARCH            98,362   98,362
APRIL            98,362   98,362
MAY              98,362   62,993
JUNE             98,362   54,927
JULY             98,362   70,296
AUGUST           98,362   98,362
SEPTEMBER        98,362   98,362
OCTOBER          98,362   98,362
NOVEMBER         98,362   98,362
DECEMBER         98,362   98,362
                -------  -------
AVERAGE SF
OCCUPIED-OCCA    98,119   91,123

TOTAL SF-NRA    100,146  100,146
                -------  -------
                  97.98    90.99
                =======  =======

CUSHMAN &
WAKEFIELD (R)
VALUATION ADVISORY SERVICES

                                                           DOWNTOWN PLAZA
                                                       ANNUAL CASH FLOW REPORT
                                                    BEGINNING 8/1/96 FOR 13 YEARS



                      FY1997       FY1998       FY1999       FY2000       FY2001       FY2002       FY2003       FY2004
INCOME
------
MINIMUM RENT:
LOSS RENTS           1,484,129    1,697,228    1,802,359    1,840,385    1,876,360    1,903,196    1,885,645    1,817,406
LOSS LAG VACANCY       (20,450)      (6,806)      (8,130)    (276,226)     (36,124)     (96,472)     (43,584)     (39,096)
                    ----------   ----------   ----------   ----------   ----------   ----------   ----------   ----------
TOTAL MINIMUM RENT   1,463,679    1,690,422    1,794,229    1,564,159    1,840,236    1,806,724    1,642,061    1,779,310

RECOVERIES:
EXPNSE RECOVERIES       21,110       41,145       57,583       65,310       77,276       68,674       83,608      104,080
                    ----------   ----------   ----------   ----------   ----------   ----------   ----------   ----------
TOTAL RECOVERIES        21,110       41,145       57,563       65,310       77,276       68,874       83,608      104,080


                    ----------   ----------   ----------   ----------   ----------   ----------   ----------   ----------
LOSS RENTAL
INCOME               1,484,789    1,731,567    1,851,812    1,629,469    1,917,512    1,875,598    1,925,669    1,883,390
VACANCY ALLOWANCE      (74,239)     (86,578)     (92,590)     (81,473)     (95,876)     (93,780)     (96,283)     (94,170)
PARKING INCOME         154,601      174,191      182,104      180,942      183,972      195,743      202,834      213,510
OTHER INCOME            40,817       42,245       43,724       45,254       46,838       48,477       50,174       51,930
                    ----------   ----------   ----------   ----------   ----------   ----------   ----------   ----------
TOTAL INCOME         1,605,968    1,861,425    1,985,050    1,774,192    2,052,446    2,026,038    2,082,394    2,054,660

EXPENSES
--------
FIXED UTILITIES        163,505      169,228      175,151      181,281      187,626      194,193      200,989      208,024
VARIABLE UTILITIES      90,942      102,465      107,120      106,437      108,219      115,143      119,314      125,594
FIXED CLEANING          51,095       52,884       54,735       56,650       58,633       60,685       62,609       65,008
VARIABLE CLEANING       27,283       30,740       32,136       31,931       32,466       34,543       35,794       37,678
REPAIRS & MAINTNCE     102,191      105,767      109,469      113,301      117,266      121,370      125,618      130,015
ADMINISTRATION         122,629      126,921      131,363      135,961      140,719      145,645      150,742      156,018
GENERAL BUILDING        51,095       52,884       54,735       56,650       58,633       60,685       62,809       65,008
MANAGEMENT FEE          30,657       31,730       32,841       33,990       35,180       36,411       37,686       39,005
INSURANCE               56,205       58,172       60,208       62,315       64,496       66,754       69,090       71,508
TOTAL ESTATE TAXES     102,191      105,767      109,469      113,301      117,266      121,370      125,618      130,015
PARING EXPENSES         40,817       42,245       43,724       45,254       46,838       48,477       50,174       51,930
                    ----------   ----------   ----------   ----------   ----------   ----------   ----------   ----------
TOTAL EXPENSES         838,610      878,803      910,951      937,071      967,342    1,005,276    1,040,643    1,079,803
                    ----------   ----------   ----------   ----------   ----------   ----------   ----------   ----------
OPERATING
INCOME                 767,358      982,622    1,074,099      837,121    1,085,104    1,020,762    1,041,751      974,857

ALTERATIONS            349,826            0       43,806      165,032      440,804      274,502       16,843      145,005
?????                   59,781            0       18,148       68,372      141,880      113,724        6,978       48,762
????? ALLOWANCE         15,022       15,548       16,092       16,655       17,238       17,841       18,466       19,112



                      FY2005       FY2006       FY2007       FY2008       FY2009
INCOME
------
MINIMUM RENT:
LOSS RENTS           1,844,358    1,983,845    2,080,334    2,136,616    2,173,755
LOSS LAG VACANCY       (66,834)     (42,904)    (111,284)      (6,622)     (21,271)
                    ----------   ----------   ----------   ----------   ----------
TOTAL MINIMUM RENT   1,777,524    1,940,941    1,969,050    2,129,796    2,152,484

RECOVERIES:
EXPNSE RECOVERIES      125,114      129,985      119,358      134,038      169,302
                    ----------   ----------   ----------   ----------   ----------
TOTAL RECOVERIES       125,114      129,985      119,358      134,038      169,302


                    ----------   ----------   ----------   ----------   ----------
LOSS RENTAL
INCOME               1,902,638    2,070,926    2,088,408    2,263,834    2,321,786
VACANCY ALLOWANCE      (95,132)    (103,546)    (104,420)    (113,192)    (116,089)
PARKING INCOME         214,902      218,709      232,413      245,722      256,759
OTHER INCOME            53,748       55,629       57,576       59,591       61,677
                    ----------   ----------   ----------   ----------   ----------
TOTAL INCOME         2,076,256    2,241,718    2,273,977    2,455,955    2,524,133

EXPENSES
--------
FIXED UTILITIES        215,305      222,841      230,640      238,712      247,067
VARIABLE UTILITIES     126,413      128,652      136,713      144,543      151,035
FIXED CLEANING          67,283       69,638       72,075       74,598       77,209
VARIABLE CLEANING       37,924       38,596       41,014       43,363       45,310
REPAIRS & MAINTNCE     134,566      139,275      144,150      149,195      154,417
ADMINISTRATION         161,479      167,130      172,980      179,034      185,300
GENERAL BUILDING        67,283       69,638       72,075       74,598       77,209
MANAGEMENT FEE          40,370       41,783       43,245       44,759       46,325
INSURANCE               74,011       76,601       79,282       82,057       84,929
TOTAL ESTATE TAXES     134,566      139,275      144,150      149,195      154,417
PARING EXPENSES         53,748       55,629       57,576       59,591       61,677
                    ----------   ----------   ----------   ----------   ----------
TOTAL EXPENSES       1,112,948    1,149,058    1,193,900    1,239,645    1,284,895
                    ----------   ----------   ----------   ----------   ----------
OPERATING
INCOME                 963,208    1,092,660    1,080,077    1,216,310    1,239,238

ALTERATIONS            196,005      125,822      313,029       39,999       62,970
[illegible] ?????       81,204       52,127      129,685       16,571       26,087
[illegible] ALLOWANCE   19,781       20,473       21,190       21,932       22,699


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

                                                                                                                              PAGE 2


                      FY1997       FY1998       FY1999       FY2000       FY2001       FY2002       FY2003       FY2004

                    ----------   ----------   ----------   ----------   ----------   ----------   ----------   ----------
CASH FLOW              342,729      967,074      996,053      587,062      485,182      614,695      999,464      761,978



                      FY2005       FY2006       FY2007       FY2008       FY2009

                    ----------   ----------   ----------   ----------   ----------
CASH FLOW              666,218      894,238      616,173    1,137,808    1,127,482

CUSHMAN &
WAKEFIELD (R)
VALUATION ADVISORY SERVICES

[blank]

CUSHMAN &
WAKEFIELD (R)
VALUATION ADVISORY SERVICES

DOWNTOWN PLAZA
MNEMONIC REFERENCE TABLE

AREA MEASURES

NRA - Net rentable area
OCCA - Occupied area

GROWTH RATES

MKTG - Market growth rate
CPIG - Consumer price index growth rate
TAXG - Real estate tax growth rate
CM5N - Commission rate (new) for 5-yr tenants CM5R - Commission rate (renew) for 5-yr tenants CM5W - Commission rate (blended) for 5-yr tenants CM1N - Commission rate (new) for 10-yr tenants CM1R - Commission rate (renew) for 10-yr tenants CM1W - Commission rate (blended) for 10-yr tenants EXPG - Expense growth rate

MARKET RATES

MKTR - Market rate
TI5N - Tenant improvements (new) for 5-yr tenants TI5R - Tenant improvements (renew) for 5-yr tenants TI5W - Tenant improvements (blended) for 5-yr tenants TI1N - Tenant improvements (new) for 10-yr tenants TI1R - Tenant improvements (renew) for 10-yr tenants TI1W - Tenant improvements (blended) for 10-yr tenants FR5N - Free rent (new) for 5-yr tenants
FR5R - Free rent (renew) for 5-yr tenants FR5W - Free rent (blended) for 5-yr tenants FR1N - Free rent (new) for 10-yr tenants FR1R - Free rent (renew) for 10-yr tenants FR1W - Free rent (blended) for 10-yr tenants FUTR - Fixed utility rate
VUTR - Variable utility rate
FCLR - Fixed cleaning rate
VCLR - Variable cleaning rate
R&MR - Repairs & maintenance rate
ADMR - Administration rate
GBLR - General building rate
MGTR - Management fee rate
INSR - Property insurance rate

CUSHMAN &
WAKEFIELD (R)
VALUATION ADVISORY SERVICES

PAGE 2

RTXR - Real estate tax rate
PKIR - Parking income rate
RSVR - Reserve allowance rate
PKXR - Parking expense rate

EXPENSES

FUTX - Fixed utility expenses
VUTX - Variable utility expenses
FCLX - Fixed cleaning expenses
VCLX - Variable cleaning expenses
R&MX - Repairs & maintenance expenses
ADMX - Administration expenses
GBLX - General building expenses
MFEX - Management fee expenses
INSX - Property insurance expenses
RTXX - Real estate tax expenses
REC - Total operating expense recoveries PKXX - Parking expenses

GLOBAL RECOVERIES

BSYR - Base year recoveries
1995 - 1995 recoveries
1994 - 1994 recoveries
1993 - 1993 recoveries
1992 - 1992 recoveries
1991 - 1991 recoveries
1990 - 1990 recoveries

CUSHMAN &
WAKEFIELD (R)
VALUATION ADVISORY SERVICES

DOWNTOWN PLAZA
PROJECT ASSUMPTIONS REPORT
EXCLUDING TENANTS

BUILDING PROLOGUE

LEASEHOLD ANALYSIS OF DOWNTOWN PLAZA BEGINNING 8/1996
??R 15 YEARS ON A FISCAL YEAR BASIS

AREA MEASURES

DESCRIBED AS Net rentable area

1996 VALUE - 100,146
THEREAFTER - CONSTANT

OCCA
DESCRIBED AS Occupied area

1996 VALUE -      78,620
1997 VALUE -      96,370
1998 VALUE -      97,468
1999 VALUE -      96,362
2000 VALUE -      91,123
2001 VALUE -      93,314
2002 VALUE -      96,176
2003 VALUE -      94,391
2004 VALUE -      98,362
2005 VALUE -      91,123
2006 VALUE -      93,463
2007 VALUE -      96,026
2008 VALUE -      97,711
2009 VALUE -      98,119
2010 VALUE -      91,123

THEREAFTER - CONSTANT

GROWTH RATES

RNTG
DESCRIBED AS Market growth rate
1996 VALUE - 3.50
THEREAFTER - CONSTANT

CPIG
DESCRIBED AS Consumer price index growth rate

1996 VALUE -        3.50

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

                                                                          PAGE 2

THEREAFTER - CONSTANT

TAXG
DESCRIBED AS Real estate tax growth rate
1996 VALUE - 2.00
THEREAFTER - CONSTANT

CM5N
DESCRIBED AS Commission rate (new) for 5-yr tenants
1996 VALUE - 6.00
THEREAFTER - CONSTANT

CM5R
DESCRIBED AS Commission rate (renew) for 5-yr tenants
1996 VALUE - 3.00
THEREAFTER - CONSTANT

CM5W
DESCRIBED AS Commission rate (blended) for 5-yr tenants
+35.0% OF CM5N +65.0% OF CM5R

CM1N
DESCRIBED AS Commission rate (new) for 10-yr tenants
1996 VALUE - 3.00
THEREAFTER - CONSTANT

CM1R
DESCRIBED AS Commission rate (renew) for 10-yr tenants
1996 VALUE - 1.50
THEREAFTER - CONSTANT

CM1W
DESCRIBED AS Commission rate (blended) for 10-yr tenants
+35.0% OF CM1N +65.0% OF CM1R

EXPG - Expense growth rate
DESCRIBED AS Expense growth rate
1996 VALUE - 3.50
THEREAFTER - CONSTANT

MARKET RATES

MKTR
DESCRIBED AS Market rate
1996 VALUE - 16.20
THEREAFTER - GROWING AT GROWTH RATE MKTG

CUSHMAN &
WAKEFIELD (R)
VALUATION ADVISORY SERVICES

PAGE 3

TI5N
DESCRIBED AS Tenant improvements (new) for 5-yr tenants
1996 VALUE - 12.50
THEREAFTER - GROWING AT GROWTH RATE EXPG

TI5R
DESCRIBED AS Tenant improvements (renew) for 5-yr tenants
1996 VALUE - 5.00
THEREAFTER - GROWING AT GROWTH RATE EXPO

TI5W
DESCRIBED AS Tenant improvements (blended) for 5-yr tenants
+35.0% OF TI5N +65.0% OF TI5R.

TI1N
DESCRIBED AS Tenant improvements (new) for 10-yr tenants
1996 VALUE - 20.00
THEREAFTER - GROWING AT GROWTH RATE EXPG

TI1R
DESCRIBED AS Tenant improvements (renew) for 10-yr tenants
1996 VALUE - 7.50
THEREAFTER - GROWING AT GROWTH RATE EXPG

TI1W
DESCRIBED AS Tenant improvements (blended) for 10-yr tenants
+35.0% OF TI1N +65.0% OF TIM

FR5N
DESCRIBED AS Free rent (new) for 5-yr tenants
ZERO

FR5R
DESCRIBED AS Free rent (renew) for 5-yr tenants
ZERO

FR5W
DESCRIBED AS Free rent (blended) for 5-yr tenants
+35.0% OF FRSN +65.0% OF FR5R

FR1N
DESCRIBED AS Free rent (new) for 10-yr tenants
ZERO

FR1R - Free rent (renew) for 10-yr tenants DESCRIBED AS Free rent (renew) for 10-yr tenants ZERO

CUSHMAN &
WAKEFIELD (R)
VALUATION ADVISORY SERVICES

PAGE 4

FR1W
DESCRIBED AS Free rent (blended) for 10-yr tenants
+35.0% OF FRIN +65.0% OF FR1R.

FUTR
DESCRIBED AS Fixed utility rate
1996 VALUE - 1.60
THEREAFTER - GROWING AT GROWTH RATE EXPG

VUTR
DESCRIBED AS Variable utility rate
1996 VALUE - 1.00
THEREAFTER - GROWING AT GROWTH RATE EXPG

FCLR
DESCRIBED AS Fixed cleaning rate
1996 VALUE - 0.50
THEREAFTER - GROWING AT GROWTH RATE EXPO

VCLR
DESCRIBED AS Variable cleaning rate
1996 VALUE - 0.30
THEREAFTER - GROWING AT GROWTH RATE EXPG

R&MR
DESCRIBED AS Repairs & maintenance rate
1996 VALUE - 1.00
THEREAFTER - GROWING AT GROWTH RATE EXPG

ADMR
DESCRIBED AS Administration rate
1996 VALUE - 1.20
THEREAFTER - GROWING AT GROWTH RATE EXPG

GBLR
DESCRIBED AS General building rate
1996 VALUE - 0.50
THEREAFTER - GROWING AT GROWTH RATE EXPG

MGTR
DESCRIBED AS Management fee rate
1996 VALUE - 0.30
THEREAFTER - GROWING AT GROWTH RATE EXPG

INSR
DESCRIBED AS Property insurance rate
1996 VALUE - 0.55
THEREAFTER - GROWING AT GROWTH RATE EXPG

CUSHMAN &
WAKEFIELD (R)
VALUATION ADVISORY SERVICES

PAGE 5

RTXR
DESCRIBED AS Real estate tax rate
1996 VALUE - 1.00
THEREAFTER - GROWING AT GROWTH RATE EXPG

PKIR
DESCRIBED AS Parking income rate
1996 VALUE - 1.70
THEREAFTER - GROWING AT GROWTH RATE MKTG

RSVR
DESCRIBED AS Reserve allowance rate
1996 VALUE 0.15
THEREAFTER - GROWING AT GROWTH RATE CPIG

PKXR
DESCRIBED AS Parking expense rate
1996 VALUE - 0.40
THEREAFTER - GROWING AT GROWTH RATE EXPG

MISCELLANEOUS INCOMES

PARKING INCOME
MARKET RATE PKIR MULTIPLIED BY AREA MEASURE OCCA

OTHER INCOME
1996 VALUE - 40,000
THEREAFTER - GROWING AT GROWTH RATE MKTG

EXPENSES

FIXED UTILITIES , REFERRED TO AS FUTX
DESCRIBED AS Fixed utility expenses
CHARGED AGAINST NET OPERATING INCOME
MARKET RATE FUTR MULTIPLIED BY AREA MEASURE NRA

VARIABLE UTILITIES, REFERRED TO AS VUTX
DESCRIBED AS Variable utility expenses
CHARGED AGAINST NET OPERATING INCOME
MARKET RATE VUTR MULTIPLIED BY AREA MEASURE OCCA

FIXED CLEANING , REFERRED TO AS FCLX
DESCRIBED AS Fixed cleaning expenses
CHARGED AGAINST NET OPERATING INCOME

CUSHMAN &
WAKEFIELD (R)
VALUATION ADVISORY SERVICES

PAGE 6

MARKET RATE FCLR MULTIPLIED BY AREA MEASURE NRA

VARIABLE CLEANING, REFERRED TO AS VCLX
DESCRIBED AS Variable cleaning expenses
CHARGED AGAINST NET OPERATING INCOME
MARKET RATE VCLR MULTIPLIED BY AREA MEASURE OCCA

REPAIRS & MAINTNCE, REFERRED TO AS R&M
DESCRIBED AS Repairs & maintenance expenses
CHARGED AGAINST NET OPERATING INCOME
MARKET RATE R&MR MULTIPLIED BY AREA MEASURE NRA

ADMINISTRATION , REFERRED TO AS ADMX
DESCRIBED AS Administration expenses
CHARGED AGAINST NET OPERATING INCOME
MARKET RATE ADMR MULTIPLIED BY AREA MEASURE NRA

GENERAL BUILDING , REFERRED TO AS GBLX
DESCRIBED AS General building expenses
CHARGED AGAINST NET OPERATING INCOME
MARKET RATE GBLR MULTIPLIED BY AREA MEASURE NRA

MANAGEMENT FEE , REFERRED TO AS MFEX
DESCRIBED AS Management fee expenses
CHARGED AGAINST NET OPERATING INCOME
MARKET RATE MGTR MULTIPLIED BY AREA MEASURE NRA

INSURANCE , REFERRED TO AS INSX
DESCRIBED AS Property insurance expenses
CHARGED AGAINST NET OPERATING INCOME
MARKET RATE INSR MULTIPLIED BY AREA MEASURE NRA

REAL ESTATE TAXES , REFERRED TO AS RTXX
DESCRIBED AS Real estate tax expenses
CHARGED AGAINST NET OPERATING INCOME
MARKET RATE RTXR MULTIPLIED BY AREA MEASURE NRA

EXPNSE RECOVERIES , REFERRED TO AS REC
DESCRIBED AS Total operating expense recoveries

??? INFORMATIONAL EXPENSE
   + 100.0% OF  FUTX+100.0% OF VUTX
   + 100.0% OF  FCLX+100.0% OF VCLX
   + 100.0% OF  R&MX+100.0% OF ADHX
   + 100.0% OF  GBLX+100.0% OF MFEX
   + 100.0% OF  INSX+100.0% OF RTXX
   + 100.0% OF  PKXX

PARKING EXPENSES , REFERRED TO AS PKXX

CUSHMAN &
WAKEFIELD (R)
VALUATION ADVISORY SERVICES

PAGE 7

DESCRIBED AS Parking expenses
CHARGED AGAINST NET OPERATING INCOME
MARKET RATE PKXR MULTIPLIED BY AREA MEASURE NRA

VACANCY ALLOWANCE

PERCENTAGE OF POTENTIAL GROSS INCOME
FOR ALL TENANTS SUBJECT TO VACANCY
1996 VALUE - 5.00
THEREAFTER - CONSTANT

MANAGEMENT FEE

NONE

COMMISSION CALCULATIONS

STANDARD METHOD #1 - 0.000% OF TOTAL RENT

STANDARD METHOD #2 - 0.000% OF TOTAL RENT

STANDARD METHOD #3 - 0.000% OF TOTAL RENT

STANDARD METHOD #4 - 0.000% OF TOTAL RENT

STANDARD METHOD #5 - 0.000% OF TOTAL RENT

COMMISSION PAYOUTS

STANDARD METHOD #1 - CASHED OUT

STANDARD METHOD #2 - CASHED OUT

STANDARD METHOD #3 - CASHED OUT

STANDARD METHOD #4 - CASHED OUT

STANDARD METHOD #5 - CASHED OUT

CUSHMAN &
WAKEFIELD (R)
VALUATION ADVISORY SERVICES

PAGE 8

ALTERATION CALCULATION

NONE

ALTERATION PAYOUTS

STANDARD METHOD #1 - CASHED OUT

STANDARD METHOD #2 - CASHED OUT

STANDARD METHOD #3 - CASHED OUT

STANDARD METHOD #4 - CASHED OUT

STANDARD METHOD #5 - CASHED OUT

COMMON AREA MAINTENANCE POOL

NONE

CAPITAL EXPENDITURES

RESERVES ALLOWANCE
MARKET RATE RSVR MULTIPLIED BY AREA MEASURE NRA

PRIMARY CLASSIFICATION CODES

1 - 5-Yr Tenant
2 - 10-Yr Tenant

SECONDARY CLASSIFICATION CODES

3 - Retail
4 - Office

CUSHMAN &
WAKEFIELD (R)
VALUATION ADVISORY SERVICES

[blank]

CUSHMAN &
WAKEFIELD (R)
VALUATION ADVISORY SERVICES

PAGE 9

COST CENTERS

NONE

SALES VOLUME PROFILE

        PERCENT OF        RELATIVE
MONTH  ANNUAL SALES        VOLUME
-----  ------------       --------
 JAN         8.33%            1.00
 FEB         8.33%            1.00
 MAR         8.33%            1.00
 APR         8.33%            1.00
 MAY         8.33%            1.00
 JUN         6.33%            1.00
 JUL         8.33%            1.00
 AUG         8.33%            1.00
 SEP         8.33%            1.00
 OCT         6.33%            1.00
 NOV         6.33%            1.00
 DEC         8.33%            1.00
           -------          -------
RENTALS    100.00%           12.00

GLOBAL RECOVERIES

EXPNSE RECOVERIES , REFERRED TO AS BSYR

DESCRIBED AS Base year recoveries
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

EXPNSE RECOVERIES , REFERRED TO AS 1995

DESCRIBED AS 1995 recoveries
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE WITH NO CAP
AND A BASE AMOUNT OF 774,779

EXPNSE RECOVERIES , REFERRED TO AS 1994

CUSHMAN &
WAKEFIELD (R)
VALUATION ADVISORY SERVICES

PAGE 10

DESCRIBED AS 1994 recoveries
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE WITH NO CAP
AND A BASE AMOUNT OF 907,789

EXPNSE RECOVERIES , REFERRED TO AS 1993

DESCRIBED AS 1993 recoveries
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE WITH NO CAP
AND A BASS AMOUNT OF 810,882

EXPNSE RECOVERIES , REFERRED TO AS 1992

DESCRIBED AS 1992 recoveries
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE WITH NO CAP
AND A BASE AMOUNT OF 804,788

EXPNSE RECOVERIES , REFERRED TO AS 1991

DESCRIBED AS 1991 recoveries
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE WITH NO CAP
AND A BASE AMOUNT OF 760,975

EXPNSE RECOVERIES , REFERRED TO AS 1990

DESCRIBED AS 1990 recoveries
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE WITH NO CAP
AND A BASE AMOUNT OF 774,920

TENANT PROLOGUE

MINIMUM RENTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

ALL VOLUMES AND BREAKPOINTS:

CUSHMAN &
WAKEFIELD (R)
VALUATION ADVISORY SERVICES

PAGE 11

SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR.

RENEWAL RENTS ARE COMPOUNDED ANNUALLY
RELETTING DOWNTIME AND EXPENSES ARE NOT CONDITIONAL ON GOING TO MARKET

REFERENCE TENANTS

THERE ARE A TOTAL OF 4 REFERENCE TENANT(S):


# 1 - SUITE varies , 5-YR RETAIL

BASE LEASE DATES:      10/1996 TO 9/2001
TYPE OF TENANT:         RETAIL
SQUARE FOOTAGE:          1,000
PRIMARY CODE:                1 - 5-Yr Tenant
SECONDARY CODE:              3 - Retail

SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT - MARKET RATE MKTR

PERCENTAGE RENT:
INITIAL SALES - O/YEAR
THEREAFTER - GROWING AT 0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH     VACANT      SQ FT   MONTHS OF
TERM  YEARS.MONTHS  MONTHS    INCREASE  FREE RENT    COMMISSIONS    ALTERATIONS
----  ------------  ------    --------  ---------    -----------    -----------
  1        5.00        2       NONE        FR5W          YES            YES
  2        5.00        2       NONE        FR5W          YES            YES

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000

CUSHMAN &
WAKEFIELD (R)
VALUATION ADVISORY SERVICES

PAGE 12

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

EXPNSE RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE WITH NO CAP
A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:   GROWTH RATE CM5W
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TI5W
RENEWAL PAYOUT:        CASHED OUT

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

# 2 - SUITE varies ,   10-YR RETAIL
LEASE DATES:           10/1996 TO 9/2006
TYPE OF TENANT:         RETAIL
SQUARE FOOTAGE:          1,000
PRIMARY CODE:                2 - 10-Yr Tenant
SECONDARY CODE:              3 - Retail

SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT - MARKET RATE MKTR

PERCENTAGE RENT:
INITIAL SALES - O/YEAR
THEREAFTER - GROWING AT 0.00%
A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH     VACANT      SQ FT   MONTHS OF
TERM  YEARS.MONTHS  MONTHS    INCREASE  FREE RENT    COMMISSIONS    ALTERATIONS
----  ------------  ------    --------  ---------    -----------    -----------

CUSHMAN &
WAKEFIELD (R)
VALUATION ADVISORY SERVICES

PAGE 13

1 10.00 6 NONE FRlW YES YES

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

EXPNSE RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:   GROWTH RATE CMlW
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TI1N
RENEWAL PAYOUT:        CASHED OUT


# 3 - SUITE varies , 5-YR OFFICE

LEASE DATES:           10/1996 TO 9/2001
TYPE OF TENANT:         OFFICE
SQUARE FOOTAGE:         1,000
PRIMARY CODE:                1 - 5-Yr Tenant
SECONDARY CODE:              4 - Office

SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT - MARKET RATE MKTR

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

CUSHMAN &
WAKEFIELD (R)
VALUATION ADVISORY SERVICES

PAGE 14

         LENGTH     VACANT      SQ FT   MONTHS OF
TERM  YEARS.MONTHS  MONTHS    INCREASE  FREE RENT    COMMISSIONS    ALTERATIONS
----  ------------  ------    --------  ---------    -----------    -----------
  1        5.00        2       NONE        FR5W          YES            YES
  2        5.00        2       NONE        FR5W          YES            YES

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000

RENEWAL RECOVERIES:

EXPNSE RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:   GROWTH RATE CM5W
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TI5W
RENEWAL PAYOUT:        CASHED OUT


# 4 - SUITE Varies , 10-YR OFFICE

BASE LEASE DATES:      10/1996 TO 9/2006
TYPE OF TENANT:         OFFICE
SQUARE FOOTAGE:          1,000
PRIMARY CODE:                2 - 10-Yr Tenant
SECONDARY CODE:              4 - Office

SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT - MARKET RATE MKTR

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH     VACANT      SQ FT   MONTHS OF
TERM  YEARS.MONTHS  MONTHS    INCREASE  FREE RENT    COMMISSIONS    ALTERATIONS
----  ------------  ------    --------  ---------    -----------    -----------

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------

VALUATION ADVISORY SERVICES

PAGE 15

1 10.00 6 NONE FRlW YES YES

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60

RENEWAL RECOVERIES:

EXPNSE RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:   GROWTH RATE CM1W
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TIlW
RENEWAL PAYOUT:        CASHED OUT

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


[blank]

CUSHMAN &
WAKEFIELD (R)
VALUATION ADVISORY SERVICES

DOWNTOWN PLAZA
PROJECT ASSUMPTIONS REPORT
FOR TENANTS ONLY
INCLUDING ALL TENANTS

TENANTS

THERE ARE A TOTAL OF 13 LEASEHOLD TENANT(S):

--------------------------------------------------------------------------------
# 1 - SUITE 101       , COAST FED SAVINGS
BASE LEASE DATES:      4/1983 TO 3/2003
TYPE OF TENANT:        OFFICE
SQUARE FOOTAGE:           6,154
ALTERNATE MEASURE:        7,729
PRIMARY CODE:                2 - 10-Yr Tenant
SECONDARY CODE:              4 - Office
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    24.00/SF/YR
CHANGING TO   -   28.50/SF/YR ON 4/1988 ( 60 MONTHS)
CHANGING TO   -   33.85/SF/YR ON 4/1993 (120 MONTHS)
CHANGING TO   -   40.21/SF/YR ON 4/1998 (180 MONTHS)

RECOVERIES:

EXPNSE RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH     VACANT      SQ FT   MONTHS OF
TERM  YEARS.MONTHS  MONTHS    INCREASE  FREE RENT    COMMISSIONS    ALTERATIONS
----  ------------  ------    --------  ---------    -----------    -----------
  1        10.00       6       NONE        FRlW          YES            YES

RENEWAL MINIMUM RENT:
MULTIPLIED BY 1.000
WITH PERCENTAGE STEPS OF

CUSHMAN &
WAKEFIELD (R)
VALUATION ADVISORY SERVICES

PAGE 2

10.00 AFTER MONTH 60

RENEWAL RECOVERIES:

EXPNSE RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:   GROWTH RATE CMlW
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TI1W
RENEWAL PAYOUT:        CASHED OUT

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

# 2 - SUITE 102        , THE DESIGNORY
BASE LEASE DATES:      5/1996 TO 1/2000
TYPE OF TENANT:        OFFICE
SQUARE FOOTAGE:          3,492
PRIMARY CODE:                1 - 5-Yr Tenant
SECONDARY CODE:              4 - Office
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    15.60/SF/YR
CHANGING TO  -    17.40/SF/YR ON 6/1998    (
  25 MONTHS)
WITH 3 MONTHS   OF FREE RENT

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY 1995

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH     VACANT      SQ FT   MONTHS OF
TERM  YEARS.MONTHS  MONTHS    INCREASE  FREE RENT    COMMISSIONS    ALTERATIONS
----  ------------  ------    --------  ---------    -----------    -----------
  1        5.00        2       NONE        FR5W          YES            YES
  2        5.00        2       NONE        FR5W          YES            YES

CUSHMAN &
WAKEFIELD (R)
VALUATION ADVISORY SERVICES

PAGE 3

3 5.00 2 NONE FR5W YES YES

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000

RENEWAL RECOVERIES:

EXPNSE RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:   GROWTH RATE CM5W
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TI5W
RENEWAL PAYOUT:        CASHED OUT

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

# 3 - SUITE 200       , ESPIRIT JONES
BASE LEASE DATES:      9/1996  TO 8/2001
TYPE OF TENANT:        OFFICE
SQUARE FOOTAGE:        16,797
ALTERNATE MEASURE:     17,717
PRIMARY CODE:                 1 - 5-Yr Tenant
SECONDARY CODE:               4 - Office
SUBJECT TO VACANCY  ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     7.80/SF/YR
CHANGING TO  -    12.00/SF/YR ON   4/1997 (   7 MONTHS)
CHANGING TO  -    13.80/SF/YR ON  10/1997 (   13 MONTHS)
CHANGING TO  -    15.00/SF/YR ON  10/1998 (   25 MONTHS)
CHANGING TO  -    15.60/SF/YR ON  10/1999 (   37 MONTHS)
CHANGING TO  -    18.00/SF/YR ON  10/2000 (   49 MONTHS)

WITH 3 MONTHS OF FREE RENT

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY BSYR

COMMISSIONS: NONE

ALTERNATIONS: 15.00/SF

CUSHMAN &
WAKEFIELD (R)
VALUATION ADVISORY SERVICES

PAGE 4

RENEWAL PAYOUT: CASHED OUT

SPECULATIVE RENEWALS:

         LENGTH     VACANT      SQ FT   MONTHS OF
TERM  YEARS.MONTHS  MONTHS    INCREASE  FREE RENT    COMMISSIONS    ALTERATIONS
----  ------------  ------    --------  ---------    -----------    -----------
  1        5.00        2       NONE        FR5W          YES            YES
  2        5.00        2       NONE        FR5W          YES            YES

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000

RENEWAL RECOVERIES:

EXPNSE RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:   GROWTH RATE CM5W
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TI5W
RENEWAL PAYOUT:        CASHED OUT

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

# 4 - SUITE 310        , EAGLE PACIFIC INS
BASE LEASE DATES:      4/1989 TO 11/1996
TYPE OF TENANT:        OFFICE
SQUARE FOOTAGE:         7,730
ALTERNATE MEASURE:      7,560
PRIMARY CODE:                 1  - 5-Yr Tenant
SECONDARY CODE:               4  - Office
SUBJECT TO VACANCY   ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    19.80/SF/YR
CHANGING TO -     21.00/SF/YR ON 5/1991 ( 25 MONTHS)
CHANGING TO -     22.20/SF/YR ON 5/1992 ( 37 MONTHS)

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY 1992

CUSHMAN &
WAKEFIELD (R)
VALUATION ADVISORY SERVICES

PAGE 5

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH     VACANT      SQ FT   MONTHS OF
TERM  YEARS.MONTHS  MONTHS    INCREASE  FREE RENT    COMMISSIONS    ALTERATIONS
----  ------------  ------    --------  ---------    -----------    -----------
  1        5.00        2       NONE        FR5W          YES            YES
  2        5.00        2       NONE        FR5W          YES            YES
  3        5.00        2       NONE        FR5W          YES            YES

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000

RENEWAL RECOVERIES:

EXPNSE RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:   GROWTH RATE CM5W
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TI5W
RENEWAL PAYOUT:        CASHED OUT

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

# 5 - SUITE 360        , COMPASS PRODUCT
BASE LEASE DATES:      7/1991  TO 7/1998
TYPE OF TENANT:        OFFICE
SQUARE FOOTAGE:          2,919
ALTERNATE MEASURE:       2,873
PRIMARY CODE:                1 - 5-Yr Tenant
SECONDARY CODE:              4 - Office
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     15.00/SF/YR
CHANGING TO -      15.60/SF/YR ON 7/1994  ( 36 MONTHS)

RECOVERIES:


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

                                                                          PAGE 6

GLOBAL GROUPING
GLOBAL RECOVERY 1991

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH     VACANT      SQ FT   MONTHS OF
TERM  YEARS.MONTHS  MONTHS    INCREASE  FREE RENT    COMMISSIONS    ALTERATIONS
----  ------------  ------    --------  ---------    -----------    -----------
  1        5.00        2       NONE        FR5W          YES            YES
  2        5.00        2       NONE        FR5W          YES            YES
  3        5.00        2       NONE        FR5W          YES            YES

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000

RENEWAL RECOVERIES:

EXPNSE RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA, CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:   GROWTH RATE CM5W
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TI5W
RENEWAL PAYOUT:        CASHED OUT

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

# 6 - SUITE 400        , LA TORRACA & GOE..
BASE LEASE DATES:      2/1995  TO 1/2001
TYPE OF TENANT:        OFFICE
SQUARE FOOTAGE:        11,698
ALTERNATE MEASURE:     11,182
PRIMARY CODE:                 1 - 5-Yr Tenant
SECONDARY CODE:               4 - Office
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -         16.20/SF/YR
CHANGING TO  -         18.00/SF/YR ON 3/1997 ( 25 MONTHS)

CUSHMAN &
WAKEFIELD (R)
VALUATION ADVISORY SERVICES

PAGE 7

CHANGING TO - 20.16/SF/YR ON 3/1999 ( 49 MONTHS)

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY 1995

COMMISSIONS: NONE

ALTERATIONS.- NONE

SPECULATIVE RENEWALS-

         LENGTH     VACANT      SQ FT   MONTHS OF
TERM  YEARS.MONTHS  MONTHS    INCREASE  FREE RENT    COMMISSIONS    ALTERATIONS
----  ------------  ------    --------  ---------    -----------    -----------
  1        5.00        2       NONE        FR5W          YES            YES
  2        5.00        2       NONE        FR5W          YES            YES

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000

RENEWAL RECOVERIES:

EXPNSE RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:   GROWTH RATE CM5W
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TI5W
RENEWAL PAYOUT:        CASHED OUT

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

# 7 - SUITE 405          , PACIFIC CRANE
BASE LEASE DATES:        6/1995 TO 5/1998
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:           2,444
ALTERNATE MEASURE:        2,453
PRIMARY CODE:                  1 - 5-Yr Tenant
SECONDARY CODE:                4 - Office
SUBJECT TO VACANCY  ALLOWANCE


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

                                                                          PAGE 8


MINIMUM RENT:
INITIAL RENT -   15.00/SF/YR
CHANGING TO  -   16.20/SF/YR ON 1/1997   (  19 MONTHS)

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY 1995

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH     VACANT      SQ FT   MONTHS OF
TERM  YEARS.MONTHS  MONTHS    INCREASE  FREE RENT    COMMISSIONS    ALTERATIONS
----  ------------  ------    --------  ---------    -----------    -----------
  1        5.00        2       NONE        FR5W          YES            YES
  2        5.00        2       NONE        FR5W          YES            YES
  3        5.00        2       NONE        FR5W          YES            YES

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000

RENEWAL RECOVERIES:

EXPENSE RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:   GROWTH RATE CM5W
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TI5W
RENEWAL PAYOUT:        CASHED OUT

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

# 8 - SUITE 500        , CITY OF LONG BCH
BASE LEASE DATES:      1/1995 TO 12/1999
TYPE OF TENANT:        OFFICE
SQUARE FOOTAGE:          15,369
ALTERNATE MEASURE:       14,992
RENEWAL CODE:                1- 5-Yr Tenant

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

                                                                          PAGE 9

SECONDARY CODE: 4 - office

SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -         15.00/SF/YR
CHANGING TO  -         16.20/SF/YR  ON 1/1997    (  24 MONTHS)
CHANGING TO  -         17.40/SF/YR  ON 1/1996    (  36 MONTHS)

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY 1994

COMMISSIONS:  NONE

ALTERATIONS:  NONE

SPECULATIVE RENEWALS:

         LENGTH     VACANT      SQ FT   MONTHS OF
TERM  YEARS.MONTHS  MONTHS    INCREASE  FREE RENT    COMMISSIONS    ALTERATIONS
----  ------------  ------    --------  ---------    -----------    -----------
  1        5.00        2       NONE        FR5W          YES            YES
  2        5.00        2       NONE        FR5W          YES            YES
  3        5.00        2       NONE        FR5W          YES            YES

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000

RENEWAL RECOVERIES:

EXPNSE RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:   GROWTH RATE CM5W
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TI5W
RENEWAL PAYOUT:        CASHED OUT

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

#9 SUITE 600           , THE DESIGNORY
BASE LEASE DATES:      2/1995 TO 1/2000

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

                                                                         PAGE 10

TYPE OF TENANT:        OFFICE
SQUARE FOOTAGE:          24,574
ALTERNATE MEASURE:       24,963
PRIMARY CODE:                 1 - 5-Yr Tenant
SECONDARY CODE:               4 - Office
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     11.68/SF/YR
CHANGING TO        15.00/SF/YR ON 9/1996   (  19 MONTHS)
CHANGING TO  -     17.40/SF/YR ON 2/1998   (  36 MONTHS)

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY 1994

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH     VACANT      SQ FT   MONTHS OF
TERM  YEARS.MONTHS  MONTHS    INCREASE  FREE RENT    COMMISSIONS    ALTERATIONS
----  ------------  ------    --------  ---------    -----------    -----------
  1        5.00        2       NONE        FR5W          YES            YES
  2        5.00        2       NONE        FR5W          YES            YES
  3        5.00        2       NONE        FR5W          YES            YES

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000
WITH /SF/YR STEPS OF

RENEWAL RECOVERIES:

EXPNSE RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:   GROWTH RATE CM5W
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TI5W
RENEWAL PAYOUT:        CASHED OUT

CUSHMAN &
WAKEFIELD (R)
VALUATION ADVISORY SERVICES

PAGE 11


# 10 - SUITE varies ,  LEASE-UP (5-yr)
BASE LEASE DATES:      10/1996 TO 9/2001
TYPE OF TENANT:         OFFICE
SQUARE FOOTAGE:          1,796
PRIMARY CODE:                 1 - 5-Yr Tenant
SECONDARY CODE:               4 - Office

SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT - MARKET RATE MKTR

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY BSYR

COMMISSIONS:   GROWTH RATE CM5N
PAYOUT:        CASHED OUT

ALTERATIONS:   MARKET RATE TI5N
PAYOUT:        CASHED OUT

SPECULATIVE RENEWALS:

         LENGTH     VACANT      SQ FT   MONTHS OF
TERM  YEARS.MONTHS  MONTHS    INCREASE  FREE RENT    COMMISSIONS    ALTERATIONS
----  ------------  ------    --------  ---------    -----------    -----------
  1        5.00        2       NONE        FR5W          YES            YES
  2        5.00        2       NONE        FR5W          YES            YES

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000

RENEWAL RECOVERIES:

EXPNSE RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:   GROWTH RATE CM5W
RENEWAL PAYOUT:        CASHED OUT



                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

                                                                         PAGE 12



RENEWAL ALTERATIONS:   MARKET RATE TI5W
RENEWAL PAYOUT:        CASHED OUT

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

# 11 - SUITE varies ,  REP 01 OF TEN #10
BASE LEASE DATES:      1/1997  TO 12/2001
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:           1,796
PRIMARY CODE:                  1 - 5-Yr Tenant
SECONDARY CODE:                4 - Office

SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT - MARKET RATE MKTR

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY BSYR

COMMISSIONS: GROWTH RATE CM5N
PAYOUT:        CASHED OUT

ALTERATIONS:   MARKET RATE TI5N
PAYOUT:        CASHED OUT

SPECULATIVE RENEWALS:

         LENGTH     VACANT      SQ FT   MONTHS OF
TERM  YEARS.MONTHS  MONTHS    INCREASE  FREE RENT    COMMISSIONS    ALTERATIONS
----  ------------  ------    --------  ---------    -----------    -----------
  1        5.00        2       NONE        FR5W          YES            YES
  2        5.00        2       NONE        FR5W          YES            YES

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000

RENEWAL RECOVERIES:

EXPENSE RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:   GROWTH RATE CM5W









                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

                                                                         PACE 13



RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TI5W
RENEWAL PAYOUT:        CASHED OUT

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

# 12 - SUITE varies ,  REP 02 OF TEN #10
BASE LEASE DATES:      4/1997 TO 3/2002
TYPE OF TENANT:        OFFICE
SQUARE FOOTAGE:          1,796
PRIMARY CODE:                1 - 5-Yr Tenant
SECONDARY CODE:              4 - Office

SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT - MARKET RATE MKTR

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY BSYR

COMMISSIONS:  GROWTH RATE CM5N
PAYOUT:       CASHED OUT

ALTERATIONS:  MARKET RATE TI5N
PAYOUT:       CASHED OUT

SPECULATIVE RENEWALS:

         LENGTH     VACANT      SQ FT   MONTHS OF
TERM  YEARS.MONTHS  MONTHS    INCREASE  FREE RENT    COMMISSIONS    ALTERATIONS
----  ------------  ------    --------  ---------    -----------    -----------
  1        5.00        2       NONE        FR5W          YES            YES
  2        5.00        2       NONE        FR5W          YES            YES

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000

RENEWAL RECOVERIES:

EXPNSE RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE WITH NO CAP
A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

CUSHMAN &
WAKEFIELD (R)
VALUATION ADVISORY SERVICES

PAGE 14

RENEWAL COMMISSIONS:   GROWTH RATE CM5W
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TI5W
RENEWAL PAYOUT:        CASHED OUT

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

# 13 - SUITE varies ,  REP 03 OF TEN #10
BASE LEASE DATES:      7/1997  TO 6/2002
TYPE OF TENANT:        OFFICE
SQUARE FOOTAGE:          1,797
PRIMARY CODE:               1 - 5-Yr Tenant
SECONDARY CODE:             4 - office

SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT - MARKET RATE MKTR

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY BSYR.

COMMISSIONS:  GROWTH RATE CM5N
PAYOUT:       CASHED OUT

ALTERATIONS:  MARKET RATE TI5N
PAYOUT:       CASHED OUT

SPECULATIVE RENEWALS:

         LENGTH     VACANT      SQ FT   MONTHS OF
TERM  YEARS.MONTHS  MONTHS    INCREASE  FREE RENT    COMMISSIONS    ALTERATIONS
----  ------------  ------    --------  ---------    -----------    -----------
  1        5.00        2       NONE        FR5W          YES            YES
  2        5.00        2       NONE        FR5W          YES            YES

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000

RENEWAL RECOVERIES:

EXPNSE RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE WITH NO CAP

CUSHMAN &
WAKEFIELD (R)
VALUATION ADVISORY SERVICES

PAGE 15

AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:   GROWTH RATE CM5W
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TI5W
RENEWAL PAYOUT:        CASHED OUT

CUSHMAN &
WAKEFIELD (R)
VALUATION ADVISORY SERVICES

                                                           DOWNTOWN PLAZA
                                                    ANNUAL TENANT REVENUE REPORT
                                                           FOR ALL TENANTS




1. SUITE 101   COAST FED SAVINGS OCCUPIES 6,154 SF   ( 6.15% OF NRA)
   BASE LEASE FROM APR 1983 TO MAR 2003
                               FY97    F798    FY99    FY 0    FY 1    FY 2    FY 3    FY 4    FY 5    FY 6    FY 7    FY 8    FY 9
MINIMUM RENT                 208,340 221,374 247,442 247,442 247,442 247,442 164,962 101,785 122,142 122,142 122,142 122,142 142,499
MINIMUM RENT/SF                33.85   35.97   40.21   40.21   40.21   40.21   26.81   16.54   19.85   19.85   19.85   19.85   23.16
MARKET RENT/SF                 15.92   16.48   17.05   17.65   18.27   18.91   19.57   20.25   20.96   21.69   22.45   23.24   24.05
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------

EXPNSE RECOVERIES              1,870   4,340   6,315   7,483   9,468  12,112   9,244       0       0       0       0       0       0
EXPNSE RECOVERIES                  0       0       0       0       0       0       0   1,566   3,863   6,008   8,578  11,399  14,169
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL RECOVERIES               1,870   4,340   6,315   7,483   9,468  12,112   9,244   1,566   3,863   6,008   8,578  11,389  14,169
TOT RECOVERIES/SP               0.30    0.71    1.03    1.22    1.54    1.97    1.50    0.25    0.63    0.98    1.39    1.85    2.30
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL REVENUE                210,210 225,714 253,757 254,925 256,910 259,554 174,206 103,351 126,005 128,150 130,720 133,531 156,668
TOTAL REVENUE/SF               34.16   36.68   41.23   41.42   41.75   42.18   28.31   16.79   20.48   20.62   21.24   21.70   25.46

ALTERATIONS                        0       0       0       0       0       0       0  92,977       0       0       0       0       0
ALTERATIONS/SF                  0.00    0.00    0.00    0.00    0.00    0.00    0.00   15.11    0.00    0.00    0.00    0.00    0.00
COMMISSIONS                        0       0       0       0       0       0       0  27,207       0       0       0       0       0
COMMISSIONS/SF                  0.00    0.00    0.00    0.00    0.00    0.00    0.00    4.42    0.00    0.00    0.00    0.00    0.00

CUSHMAN &
WAKEFIELD (R)
VALUATION ADVISORY SERVICES

                                                                                                                              PAGE 2

2. SUITE 102   THE DESIGNORY OCCUPIES 3,492 SF ( 3.49% OF KRA )
   BASE LEASE FROM MAY 1996 TO JAN 2000
                               FY97    F798    FY99    FY 0    FY 1    FY 2    FY 3    FY 4    FY 5    FY 6    FY 7    FY 8    FY 9
MINIMUM RENT                  54,475  55,523  60,761  51,218  62,512  62,512  62,512  62,512  54,048  74,244  74,244  74,244  74,244
FREE RENT                          0       0       0       0       0       0       0       0       0       0       0       0       0
MINIMUM RENT/SF                15.60   15.90   17.40   14.67   17.90   17.90   17.90   17.90   15.48   21.26   21.26   21.26   21.26
MARKET RENT/SF                 15.92   16.48   17.05   17.65   18.27   18.91   19.57   20.25   20.96   21.70   22.46   23.24   24.05
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------

EXPNSE RECOVERIES              2,226   3,627   4,748   2,637       0       0       0       0       0       0       0       0       0
EXPNSE RECOVERIES                  0       0       0       0     991   2,491   3,724   5,090   4,103     740   2,198   3,793   5,371
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL RECOVERIES               2,226   3,627   4,748   2,637     991   2,491   3,724   5,090   4,103     740   2,198   3,793   5,371
TOT RECOVERIES/SP               0.64    1.04    1.36    0.76    0.28    0.71    1.07    1.46    1.17    0.21    0.63    1.09    1.54
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL REVENUE                 56,701  59,150  65,509  53,855  63,503  65,003  66,236  67,602  58,151  74,984  76,442  78,037  79,615
TOTAL REVENUE/SF               16.24   16.94   18.76   15.42   18.19   18.61   18.97   19.36   16.65   21.47   21.89   22.35   22.80

ALTERATIONS                        0       0       0  30,555       0       0       0       0  36,289       0       0       0       0
ALTERATIONS/SF                  0.00    0.00    0.00    8.75    0.00    0.00    0.00    0.00   10.39    0.00    0.00    0.00    0.00
COMMISSIONS                        0       0       0  12,659       0       0       0       0  15,034       0               0       0
COMMISSIONS/SF                  0.00    0.00    0.00    3.63    0.00    0.00    0.00    0.00    4.31    0.00    0.00    0.00    0.00

CUSHMAN &
WAKEFIELD (R)
VALUATION ADVISORY SERVICES

                                                                                                                              PAGE 3

3. SUITE 200        ESPIRIT JONES         OCCUPIES    16,797 SF ( 16.77% OF KRA )
   BASE LEASE FROM SEP 1996 TO AUG 2001
                               FY97    F798    FY99    FY 0    FY 1    FY 2    FY 3    FY 4    FY 5    FY 6    FY 7    FY 8    FY 9
MINIMUM RENT                 143,614 226,759 248,596 260,353 295,627 258,605 311,213 311,213 311,213 311,213 300,964 382,560 362,560
MINIMUM RENT/SF                 8.55   13.50   14.80   15.50   17.60   15.40   18.53   18.53   18.53   18.53   17.92   22.78   22.78
MARKET RENT/SF                 14.62   16.48   17.05   17.65   18.27   18.91   19.57   20.25   20.96   21.70   22.45   23.24   24.05
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------

EXPNSE RECOVERIES              5,104  11,846  17,238  20,423  25,842   2,437       0       0       0       0       0       0       0
EXPNSE RECOVERIES                  0       0       0       0       0   3,812   9,744  16,312  22,581  28,435   7,744   4,477  12,067
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL RECOVERIES               5,104  11,846  17,238  20,423  25,842   6,249   9,744  16,312  22,581  28,435   7,744   4,477  12,067
TOT RECOVERIES/SP               0.30    0.71    1.03    1.22    1.54    0.37    0.58    0.97    1.34    1.69    0.46    0.27    0.72
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL REVENUE                148,718 238,605 265,834 280,776 321,469 264,854 320,957 327,525 333,794 339,648 308,708 387,037 394,627
TOTAL REVENUE/SF                8.85   14.21   15.83   16.72   19.14   15.77   19.11   19.50   19.87   20.22   18.38   23.04   23.49

ALTERATIONS                  251,955       0       0       0       0 152,115       0       0       0       0 186,989       0       0
ALTERATIONS/SF                 15.00    0.00    0.00    0.00    0.00    9.06    0.00    0.00    0.00    0.00   11.13    0.00    0.00
COMMISSIONS                        0       0       0       0       0  63,021       0       0       0       0  77,468       0       0
COMMISSIONS/SF                  0.00    0.00    0.00    0.00    0.00    3.75    0.00    0.00    0.00    0.00    4.61    0.00    0.00

CUSHMAN &
WAKEFIELD (R)
VALUATION ADVISORY SERVICES

                                                                                                                              PAGE 4

4. SUITE 310       EAGLE PACIFIC INS OCCUPIES          7,730 SF ( 7.72% OF NRA )
   BASE LEASE FROM APR 1989 TO NOV 1996
                               FY97    F798    FY99    FY 0    FY 1    FY 2    FY 3    FY 4    FY 5    FY 6    FY 7    FY 8    FY 9
MINIMUM RENT                 119,606 124,809 124,809 124,809 124,809 111,815 148,233 148,233 148,233 148,233 128,165 176,055 176,055
MINIMUM RENT/SF                15.47   16.15   16.15   16.15   16.15   14.47   19.18   19.18   19.18   19.18   16.58   22.78   22.78
MARKET RENT/SF                 15.92   16.48   17.05   17.65   18.27   18.91   19.57   20.25   20.96   21.70   22.45   23.24   24.05
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------

EXPNSE RECOVERIES                 87       0       0       0       0       0       0       0       0       0       0       0       0
EXPNSE RECOVERIES                  0   1,425   3,906   5,372   7,866   4,967   1,477   4,499   7,384  10,078   8,381   2,061   5,553
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL RECOVERIES                  87   1,425   3,906   5,372   7,866   4,967   1,477   4,499   7,384  10,078   8,381   2,061   5,553
TOT RECOVERIES/SP               0.01    0.18    0.51    0.69    1.02    0.64    0.19    0.58    0.96    1.30    1.08    0.27    0.72
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL REVENUE                119,693 126,234 128,715 130,181 132,675 116,782 149,710 152,732 155,617 158,311 136,546 178,116 181,608
TOTAL REVENUE/SF               15.48   16.33   16.65   16.84   17.16   15.11   19.37   19.76   20.13   20.46   17.66   23.04   23.49

ALTERATIONS                   61,004       0       0       0       0  72,454       0       0       0       0  86,052       0       0
ALTERATIONS/SF                  7.89    0.00    0.00    0.00    0.00    9.37    0.00    0.00    0.00    0.00   11.13    0.00    0.00
COMMISSIONS                   25,274       0       0       0       0  30,017       0       0       0       0  35,651       0
COMMISSIONS/SF                  3.27    0.00    0.00    0.00    0.00    3.88    0.00    0.00    0.00    0.00    4.61    0.00    0.00

CUSHMAN &
WAKEFIELD (R)
VALUATION ADVISORY SERVICES

                                                                                                                              PAGE 5

5. SUITE 360        COMPASS PRODUCT.        OCCUPIES     2,919 SF ( 2.91% OF NRA )
   BASE LEASE FROM JUL 1991 TO JUL 1998

                               FY97    F798    FY99    FY 0    FY 1    FY 2    FY 3    FY 4    FY 5    FY 6    FY 7    FY 8    FY 9
MINIMUM RENT                  45,536  45,536  40,650  48,780  48,780  48,780  48,780  46,753  57,935  57,935  57,935  57,935  54,920
MINIMUM RENT/SF                15.60   15.60   13.93   16.71   16.71   16.71   16.71   16.02   19.85   19.85   19.85   19.85   18.81
MARKET RENT/SF                 15.92   16.48   17.05   17.65   18.27   18.91   19.57   20.25   20.96   21.70   22.45   23.24   24.05
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------

EXPNSE RECOVERIES              2,263   3,434       0       0       0       0       0       0       0       0       0       0       0
EXPNSE RECOVERIES                  0       0     553   1,106   2,048   3,302   4,333   1,532   1,832   2,850   4,069   5,402   1,986
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL RECOVERIES               2,263   3,434     553   1,106   2,048   3,302   4,333   1,532   1,832   2,850   4,069   5,402   1,986
TOT RECOVERIES/SP               0.78    1.18    0.19    0.38    0.70    1.13    1.48    0.52    0.63    0.98    1.39    1.85    0.68
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL REVENUE                 47,799  48,970  41,203  49,886  50,828  52,082  53,113  48,285  59,767  60,785  62,004  63,337  56,906
TOTAL REVENUE/SF               16.38   16.78   14.12   17.09   17.41   17.84   18.20   16.54   20.48   20.82   21.24   21.70   19.50

ALTERATIONS                        0       0  23,843       0       0       0       0  28,318       0       0       0       0  34,810
ALTERATIONS/SF                  0.00    0.00    8.17    0.00    0.00    0.00    0.00    9.70    0.00    0.00    0.00    0.00   11.93
COMMISSIONS                        0       0   9,878       0       0       0       0  11,732       0       0       0       0  14,421
COMMISSIONS/SF                  0.00    0.00    3.38    0.00    0.00    0.00    0.00    4.02    0.00    0.00    0.00    0.00    4.94

CUSHMAN &
WAKEFIELD (R)
VALUATION ADVISORY SERVICES

                                                                                                                              PAGE 6

6. SUITE 400        LA TORRACA & GOE.. OCCUPIES       11,698 SF ( 11.68% OF NRA )
   BASE LEASE FROM FEB 1995 TO JAN 2001

                               FY97    F798    FY99    FY 0    FY 1    FY 2    FY 3    FY 4    FY 5    FY 6    FY 7    FY 8    FY 9
MINIMUM RENT                 198,281 210,564 221,092 235,832 190,162 216,739 216,739 216,739 216,739 187,396 257,418 257,418 257,418
MINIMUM RENT/SF                16.95   18.00   18.90   20.16   16.26   18.53   18.53   18.53   18.53   16.02   22.01   22.01   22.01
MARKET RENT/SF                 15.92   16.48   17.05   17.65   18.27   18.91   19.57   20.25   20.96   21.70   22.45   23.24   24.05
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------

EXPNSE RECOVERIES              7,456  12,151  15,906  18,125   9,764       0       0       0       0       0       0       0       0
EXPNSE RECOVERIES                  0       0       0       0       0   2,655   6,786  11,360  15,726  12,612   3,115   8,458  13,744
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL RECOVERIES               7,456  12,151  15,906  28,125   9,764   2,655   6,786  11,360  15,726  12,612   3,115   8,458  13,744
TOT RECOVERIES/SP               0.64    1.04    1.36    1.55    0.83    0.23    0.58    0.97    1.34    1.08    0.27    0.72    1.17
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL REVENUE                205,737 222,715 236,998 253,957 199,926 219,394 223,525 228,099 232,465 200,008 260,533 265,876 271,162
TOTAL REVENUE/SF               17.59   19.04   20.26   21.71   17.09   18.75   19.11   19.50   19.87   17.10   22.27   22.73   23.18

ALTERATIONS                        0       0       0       0 105,938       0       0       0       0 125,822       0       0       0
ALTERATIONS/SF                  0.00    0.00    0.00    0.00    9.06    0.00    0.00    0.00    0.00   10.76    0.00    0.00    0.00
COMMISSIONS                        0       0       0       0  43,890       0       0       0       0  52,127       0       0       0
COMMISSIONS/SF                  0.00    0.00    0.00    0.00    3.75    0.00    0.00    0.00    0.00    4.46    0.00    0.00    0.00

CUSHMAN &
WAKEFIELD (R)
VALUATION ADVISORY SERVICES

                                                                                                                              PAGE 7

7. SUITE 405       PACIFIC CRANE         OCCUPIES    2,444 SF ( 2.44% OF NRA )
   BASE LEASE FROM JUN 1995 TO MAY 1998

                               FY97    F798    FY99    FY 0    FY 1    FY 2    FY 3    FY 4    FY 5    FY 6    FY 7    FY 8    FY 9
MINIMUM RENT                  38,371  32,994  40,842  40,842  40,842  40,842  40,842  40,423  48,507  48,507  48,507  48,507  46,492
MINIMUM RENT/SF                15.70   13.50   16.71   16.71   16.71   16.71   16.71   16.54   19.85   19.85   19.85   19.85   19.02
MARKET RENT/SF                 15.92   16.47   17.05   17.65   18.27   18.91   19.57   20.25   20.96   21.70   22.46   23.24   24.05
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------

EXPNSE RECOVERIES              1,558   2,062       0       0       0       0       0       0       0       0       0       0       0
EXPNSE RECOVERIES                  0       0     463     926   1,715   2,765   3,628     622   1,534   2,386   3,407   4,523   1,470
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL RECOVERIES               1,558   2,062     463     926   1,715   2,765   3,628     622   1,534   2,386   3,407   4,523   1,470
TOT RECOVERIES/SP               0.64    0.84    0.19    0.38    0.70    1.13    1.48    0.25    0.63    0.98    1.39    1.85    0.60
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL REVENUE                 39,929  35,056  41,305  41,768  42,557  43,607  44,470  41,045  50,041  50,893  51,914  53,030  47,962
TOTAL REVENUE/SF               16.34   14.34   16.90   17.09   17.41   17.84   18.20   16.79   20.48   20.82   21.24   21.70   19.62

ALTERATIONS                        0       0  19,963       0       0       0       0  23,710       0       0       0       0  28,160
ALTERATIONS/SF                  0.00    0.00    8.17    0.00    0.00    0.00    0.00    9.70    0.00    0.00    0.00    0.00   11.52
COMMISSIONS                        0       0   8,270       0       0       0       0   9,823       0       0       0       0  11,666
COMMISSIONS/SF                  0.00    0.00    3.38    0.00    0.00    0.00    0.00    4.02    0.00    0.00    0.00    0.00    4.77

CUSHMAN &
WAKEFIELD (R)
VALUATION ADVISORY SERVICES

                                                                                                                              PAGE 8

8. SUITE 500        CITY OF LONG BCH      OCCUPIES    15,369 SF ( 15.35% OF NRA )
   BASE LEASE FROM JAN 1995 TO DEC 1999

                               FY97    F798    FY99    FY 0    FY 1    FY 2    FY 3    FY 4    FY 5    FY 6    FY 7    FY 8    FY 9
MINIMUM RENT                 241,293 259,736 267,421 226,061 275,126 275,126 275,126 275,126 242,181 326,763 326,763 326,763 326,763
MINIMUM RENT/SF                15.70   16.90   17.40   14.71   17.90   17.90   17.90   17.90   15.76   21.26   21.26   21.26   21.26
MARKET RENT/SF                 15.92   16.48   17.05   17.65   18.27   18.91   19.57   20.25   20.96   21.70   22.45   23.24   24.05
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------

EXPNSE RECOVERIES                  0       0   1,496   1,068       0       0       0       0       0       0       0       0       0
EXPNSE RECOVERIES                  0       0       0       0   4,361  10,964  16,392  22,401  15,538   3,255   9,673  16,693  23,637
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL RECOVERIES                   0       0   1,496   1,068   4,361  10,964  16,392  22,401  15,538   3,255   9,673  16,693  23,637
TOT RECOVERIES/SP               0.00    0.00    0.10    0.07    0.28    0.71    1.07    1.46    1.01    0.21    0.63    1.09    1.54
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL REVENUE                241,293 259,736 268,917 227,129 279,487 286,090 291,518 297,527 257,719 330,018 336,436 343,456 350,400
TOTAL REVENUE/SF               15.70   16.90   17.50   14.78   18.19   18.61   18.97   19.36   16.77   21.47   21.89   22.35   22.80

ALTERATIONS                        0       0       0 134,477       0       0       0       0 159,716       0       0       0       0
ALTERATIONS/SF                  0.00    0.00    0.00    8.75    0.00    0.00    0.00    0.00   10.39    0.00    0.00    0.00    0.00
COMMISSIONS                        0       0       0  55,713       0       0       0       0  66,170       0       0       0       0
COMMISSIONS/SF                  0.00    0.00    0.00    3.63    0.00    0.00    0.00    0.00    4.31    0.00    0.00    0.00    0.00

CUSHMAN &
WAKEFIELD (R)
VALUATION ADVISORY SERVICES

                                                                                                                              PAGE 9

9. SUITE 600        THE DESIGNORY        OCCUPIES     24,574 SF ( 24.54% OF NRA )
   BASE LEASE FROM FEB 1995 TO JAN 2000

                               FY97    F798    FY99    FY 0    FY 1    FY 2    FY 3    FY 4    FY 5    FY 6    FY 7    FY 8    FY 9
MINIMUM RENT                 361,815 398,099 427,588 213,794 439,908 439,908 439,908 439,908 439,908 527,890 527,890 527,890 527,890
MINIMUM RENT/SF                14.72   16.20   17.40    8.70   17.90   17.90   17.90   17.90   17.90   21.48   21.48   21.48   21.48
MARKET RENT/SF                 15.92   16.48   17.05   17.65   18.27   18.91   19.57   20.25   20.96   21.70   22.45   23.24   24.05
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------

EXPNSE RECOVERIES                  0       0   2,391   2,241       0       0       0       0       0       0       0       0       0
EXPNSE RECOVERIES                  0       0       0       0   6,973  17,531  26,209  35,818  44,990  53,554  63,816  75,040  86,144
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL RECOVERIES                   0       0   2,391   2,241   6,973  17,531  26,209  35,818  44,990  53,554  63,816  75,040  86,144
TOT RECOVERIES/SP               0.00    0.00    0.10    0.09    0.28    0.71    1.07    1.46    1.83    2.18    2.60    3.05    3.51
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL REVENUE                361,815 398,099 429,979 216,035 446,881 457,439 466,117 475,726 484,898 581,444 591,706 602,930 614,034
TOTAL REVENUE/SF               14.72   16.20   17.50    8.79   18.19   18.61   18.97   19.36   19.73   23.66   24.08   24.54   24.99

ALTERATIONS                        0       0       0       0 334,866       0       0       0       0       0       0       0       0
ALTERATIONS/SF                  0.00    0.00    0.00    0.00   13.63    0.00    0.00    0.00    0.00    0.00    0.00    0.00    0.00
COMMISSIONS                        0       0       0       0  97,990       0       0       0       0       0       0       0       0
COMMISSIONS/SF                  0.00    0.00    0.00    0.00    3.99    0.00    0.00    0.00    0.00    0.00    0.00    0.00    0.00

CUSHMAN &
WAKEFIELD (R)
VALUATION ADVISORY SERVICES

                                                                                                                             PACE 10

10. SUITE varies    LEASE-UP (5-yr)        OCCUPIES    1,796 SF ( 1.79% OF NRA )
    BASE LEASE FROM OCT 1996 TO SEP 2001

                               FY97    F798    FY99    FY 0    FY 1    FY 2    FY 3    FY 4    FY 5    FY 6    FY 7    FY 8    FY 9
MINIMUM RENT                  23,348  28,018  28,018  28,018  28,018  26,854  33,276  33,276  33,276  33,276  31,544  40,905  40,905
MINIMUM RENT/SF                13.00   15.60   15.60   15.60   15.60   14.95   18.53   18.53   18.53   18.53   17.56   22.78   22.78
MARKET RENT/SF                 13.32   16.48   17.05   17.65   18.27   18.91   19.57   20.25   20.96   21.69   22.45   23.24   24.06
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------

EXPNSE RECOVERIES                546   1,267   1,843   2,184   2,763     521       0       0       0       0       0       0       0
EXPNSE RECOVERIES                  0       0       0       0       0     408   1,042   1,744   2,414   3,040   1,104     479   1,290
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL RECOVERIES                 546   1,267   1,843   2,184   2,763     929   1,042   1,744   2,414   3,040   1,104     479   1,290
TOT RECOVERIES/SP               0.30    0.71    1.03    1.22    1.54    0.52    0.58    0.97    1.34    1.69    0.61    0.27    0.72
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL REVENUE                 23,894  29,285  29,861  30,202  30,781  27,783  34,318  35,020  35,690  36,316  32,648  41,384  42,195
TOTAL REVENUE/SF               13.30   16.31   16.63   16.82   17.14   15.47   19.11   19.50   19.97   20.22   18.18   23.04   23.49

ALTERATIONS                    8,980       0       0       0       0  16,265       0       0       0       0  19,994       0       0
ALTERATIONS/SF                  5.00    0.00    0.00    0.00    0.00    9.06    0.00    0.00    0.00    0.00   11.13    0.00    0.00
COMMISSIONS                    8,405       0       0       0       0   6,738       0       0       0       0   8,283       0       0
COMMISSIONS/SF                  4.68    0.00    0.00    0.00    0.00    3.75    0.00    0.00    0.00    0.00    4.61    0.00    0.00

CUSHMAN &
WAKEFIELD (R)
VALUATION ADVISORY SERVICES

                                                                                                                             PAGE 11


11. SUITE varies    REP 01 OF TEN #10 OCCUPIES          1,796 SF ( 1.79% OF NRA )
    BASE LEASE FROM JAN 1997 TO DEC 2001

                               FY97    F798    FY99    FY 0    FY 1    FY 2    FY 3    FY 4    FY 5    FY 6    FY 7    FY 8    FY 9
MINIMUM RENT                  16,916  29,998  28,998  28,998  28,998  26,433  34,441  34,441  34,441  34,441  30,317  40,905  40,905
MINIMUM RENT/SF                 9.42   16.15   16.15   16.15   16.15   14.72   19.18   19.18   19.18   19.18   16.88   22.78   22.78
MARKET RENT/SF                  9.42   16.48   17.05   17.65   18.27   18.91   19.57   20.25   20.96   21.69   22.45   23.24   24.06
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------

EXPNSE RECOVERIES                  0     331     908   1,248   1,828     913       0       0       0       0       0       0       0
EXPNSE RECOVERIES                  0       0       0       0       0       0     343   1,045   1,716   2,342   1,661     479   1,290
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL RECOVERIES                   0     331     908   1,248   1,828     913     343   1,045   1,716   2,342   1,661     479   1,290
TOT RECOVERIES/SP               0.00    0.18    0.51    0.69    1.02    0.51    0.19    0.58    0.96    1.30    0.92    0.27    0.72
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL REVENUE                 16,916  29,329  29,906  30,246  30,826  27,346  34,784  35,486  36,157  36,783  31,978  41,384  42,195
TOTAL REVENUE/SF                9.42   16.33   16.65   16.84   17.16   15.23   19.37   19.76   20.13   20.48   17.81   23.04   23.49

ALTERATIONS                    9,294       0       0       0       0  16,834       0       0       0       0  19,994       0       0
ALTERATIONS/SF                  5.17    0.00    0.00    0.00    0.00    9.37    0.00    0.00    0.00    0.00   11.13    0.00    0.00
COMMISSIONS                    8,699       0       0       0       0   6,974       0       0       0       0   8,283       0       0
COMMISSIONS/SF                  4.84    0.00    0.00    0.00    0.00    3.88    0.00    0.00    0.00    0.00    4.61    0.00    0.00

CUSHMAN &
WAKEFIELD (R)
VALUATION ADVISORY SERVICES

                                                                                                                             PAGE 12

12. SUITE varies     REP 02 OF TEN #10 OCCUPIES        1,796 SF ( 1.79% OF NRA )
    BASE LEASE FROM APR 1997 TO MAR 2002

                               FY97    F798    FY99    FY 0    FY 1    FY 2    FY 3    FY 4    FY 5    FY 6    FY 7    FY 8    FY 9
MINIMUM RENT                   9,666  28,998  28,998  28,998  29,998  25,072  34,441  34,441  34,441  34,441  28,701  40,905  40,905
MINIMUM RENT/SF                 5.38   16.15   16.15   16.15   16.15   13.96   19.18   19.18   19.18   19.18   15.98   22.78   22.78
MARKET RENT/SF                  5.38   16.48   17.05   17.65   18.27   18.91   19.57   20.25   20.96   21.69   22.45   23.24   24.06
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------

EXPNSE RECOVERIES                  0     331     908   1,248   1,828   1,636       0       0       0       0       0       0       0
EXPNSE RECOVERIES                  0       0       0       0       0       0     343   1,045   1,716   2,342   2,519     479   1,290
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL RECOVERIES                   0     331     908   1,248   1,828   1,636     343   1,045   1,716   2,342   2,519     479   1,290
TOT RECOVERIES/SP               0.00    0.18    0.51    0.69    1.02    0.91    0.19    0.58    0.96    1.30    1.40    0.27    0.72
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL REVENUE                  9,666  29,329  29,906  30,246  30,826  26,708  34,784  35,486  36,157  36,783  31,220  41,384  42,195
TOTAL REVENUE/SF                5.38   16.33   16.65   16.84   17.16   14.87   19.37   19.76   20.13   20.48   17.38   23.04   23.49

ALTERATIONS                    9,294       0       0       0       0  16,834       0       0       0       0       0  19,994       0
ALTERATIONS/SF                  5.17    0.00    0.00    0.00    0.00    9.37    0.00    0.00    0.00    0.00    0.00   11.13    0.00
COMMISSIONS                    8,699       0       0       0       0   6,974       0       0       0       0       0   8,283       0
COMMISSIONS/SF                  4.84    0.00    0.00    0.00    0.00    3.88    0.00    0.00    0.00    0.00    0.00    4.61    0.00

CUSHMAN &
WAKEFIELD (R)
VALUATION ADVISORY SERVICES

                                                                                                                             PAGE 13


13. SUITE varies    REP 03 OF TEN #10 OCCUPIES        1,797 SF ( 1.79% OF NRA )
    BASE LEASE FROM JUL 1997 TO JUN 2002

                               FY97    F798    FY99    FY 0    FY 1    FY 2    FY 3    FY 4    FY 5    FY 6    FY 7    FY 8    FY 9
MINIMUM RENT                   2,418  29,014  29,014  29,014  29,014  26,596  31,588  34,460  34,460  34,460  34,460  33,567  40,928
MINIMUM RENT/SF                 1.35   16.15   16.15   16.15   16.15   14.80   17.58   19.18   19.18   19.18   19.18   18.68   22.78
MARKET RENT/SF                  1.35   16.47   17.05   17.65   18.27   18.91   19.57   20.25   20.96   21.69   22.46   23.24   24.06
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------

EXPNSE RECOVERIES                  0     331     908   1,249   1,829   2,360       0       0       0       0       0       0       0
EXPNSE RECOVERIES                  0       0       0       0       0       0     343   1,046   1,717   2,343   3,093     765   1,291
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL RECOVERIES                   0     331     908   1,249   1,829   2,360     343   1,046   1,717   2,343   3,093     765   1,291
TOT RECOVERIES/SP               0.00    0.19    0.51    0.70    1.02    1.31    0.19    0.58    0.96    1.30    1.72    0.43    0.72
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL REVENUE                  2,418  29,345  29,922  30,263  30,843  28,956  31,931  35,506  36,177  36,803  37,553  34,332  42,219
TOTAL REVENUE/SF                1.35   16.33   16.65   16.84   17.16   16.11   17.77   19.76   20.13   20.48   20.90   19.11   23.49

ALTERATIONS                    9,299       0       0       0       0       0  16,843       0       0       0       0  20,005       0
ALTERATIONS/SF                  5.17    0.00    0.00    0.00    0.00    0.00    9.37    0.00    0.00    0.00    0.00   11.13    0.00
COMMISSIONS                    8,704       0       0       0       0       0   6,978       0       0       0       0   8,288       0
COMMISSIONS/SF                  4.84    0.00    0.00    0.00    0.00    0.00    3.88    0.00    0.00    0.00    0.00    4.61    0.00

CUSHMAN &
WAKEFIELD (R)
VALUATION ADVISORY SERVICES

                                                                                                                             PAGE 14
REPORT TOTAL FOR DOWNTOWN PLAZA (NRA = 100,146 SF)

                       FY97        F798        FY99        FY 0        FY 1        FY 2        FY 3
MINIMUM RENT        1,463,679   1,690,422   1,794,229   1,564,159   1,840,236   1,806,724   1,842,061
FREE RENT                   0           0           0           0           0           0           0
MINIMUM RENT/SF         14.62       16.88       17.92       15.62       18.38       18.04       18.39
MARKET RENT/SF          14.80       16.18       16.75       17.33       17.94       18.57       19.22
                    ---------   ---------   ---------   ---------   ---------   ---------   ---------

EXPNSE RECOVERIES      21,110      41,145      57,583      65,310      77,276      68,874      83,608
                    ---------   ---------   ---------   ---------   ---------   ---------   ---------
TOTAL RECOVERIES       21,110      41,145      57,583      65,310      77,276      68,874      83,608
TOT RECOVERIES/SP        0.21        0.41        0.57        0.65        0.77        0.69        0.83
                    ---------   ---------   ---------   ---------   ---------   ---------   ---------
TOTAL REVENUE       1,484,789   1,731,567   1,851,812   1,629,469   1,917,512   1,875,598   1,925,669
TOTAL REVENUE/SF        14.83       17.29       18.49       16.27       19.15       18.73       19.23

ALTERATIONS           349,826           0      43,806     165,032     440,804     274,502      16,843
ALTERATIONS/SF           3.49        0.00        0.44        1.65        4.40        2.74        0.17
COMMISSIONS            59,781           0      18,148      68,372     141,880     113,724       6,978
COMMISSIONS/SF           0.60        0.00        0.18        0.68        1.42        1.14        0.07


                       FY 4        FY 5        FY 6        FY 7        FY 8        FY 9
MINIMUM RENT        1,779,310   1,777,524   1,940,941   1,969,050   2,129,796   2,152,484
FREE RENT                   0           0           0           0           0           0
MINIMUM RENT/SF         17.77       17.75       19.38       19.66       21.27       21.49
MARKET RENT/SF          19.89       20.59       21.31       22.05       22.83       23.63
                    ---------   ---------   ---------   ---------   ---------   ---------

EXPNSE RECOVERIES     104,080     125,114     129,985     119,358     134,038     169,302
                    ---------   ---------   ---------   ---------   ---------   ---------
TOTAL RECOVERIES      104,080     125,114     129,985     119,358     134,038     169,302
TOT RECOVERIES/SP        1.04        1.25        1.30        1.19        1.34        1.69
                    ---------   ---------   ---------   ---------   ---------   ---------
TOTAL REVENUE       1,883,390   1,902,638   2,070,926   2,088,408   2,263,834   2,321,786
TOTAL REVENUE/SF        18.81       19.00       20.68       20.85       22.61       23.18


ALTERATIONS           145,005     196,005     125,822     313,029      39,999      62,970
ALTERATIONS/SF           1.45        1.96        1.26        3.13        0.40        0.63
COMMISSIONS            48,762      81,204      52,127     129,685      16,571      26,087
COMMISSIONS/SF           0.49        0.81        0.52        1.29        0.17        0.26

CUSHMAN &
WAKEFIELD (R)
VALUATION ADVISORY SERVICES

PURCHASE/SALE YIELD TABLE FOR DOWNTOWN PLAZA

Purchase Price(000's)/Cap Going In as a function of IRR All Cash analysis (Purchased August 1996 Sold July 2005)

                         Sale Price(000's)/Terminal Cap
                          11,855   11,262   10,726   10,239    9,793    9,385
            IRR            9.50    10.00    10.50    11.00    11.50    12.00
--------------------------------------------------------------------------------
           10.50           9,062    8,820    8,602    8,403    8,222    8,056
                           8.92     9.16     9.40     9.62     9.83    10.03
           11.00           8,785    8,553    8,343    8,153    7,979    7,819
                           9.20     9.45     9.69     9.91    10.13    10.34
           11.50           8,519    8,296    8,095    7,912    7,745    7,591
                           9.49     9.74     9.98    10.21    10.44    10.65
           12.00           8,263    8,050    7,856    7,680    7,520    7,373
                           9.78    10.04    10.29    10.52    10.75    10.96
           12.50           8,018    7,813    7,627    7,458    7,304    7,162
                          10.08    10.34    10.60    10.84    11.07    11.28
           13.00           7,782    7,585    7,406    7,244    7,096    6,960
                          10.38    10.65    10.91    11.16    11.39    11.61

                                                                       CUSHMAN &

WAKEFIELD (R)
VALUATION ADVISORY SERVICES

PURCHASE/SALE YIELD TABLE FOR DOWNTOWN PLAZA

Purchase Price(000's)/Cap Going In as a function of IRR All Cash analysis (Purchased August 1996 Sold July 2006)

                         Sale Price(000's)/Terminal Cap
                          11,736   11,149   10,618   10,135    9,695    9,291
            IRR            9.50    10.00    10.50    11.00    11.50    12.00
--------------------------------------------------------------------------------
           10.50           8,909    8,693    8,497    8,320    8,157    8,008
                           9.07     9.30     9.51     9.171   9.91     10.09
           11.00           8,618    8,412    8,225    8,055    7,899    7,757
                           9.38     9.61     9.83    10.03    10.23    10.42
           11.50           8,340    8,142    7,963    7,801    7,652    7,516
                           9.69     9.93    10.15    10.36    10.56    10.75
           12.00           8,073    7,884    7,713    7,558    7,416    7,286
                          10.01    10.25    10.48    10.69    10.90    11.09
           12.50           7,818    7,637    7,473    7,325    7,189    7,065
                          10.34    10.58    10.81    11.03    11.24    11.44
           13.00           7,573    7,400    7,244    7,102    6,972    6,853
                          10.67    10.92    11.16    11.38    11.59    11.79

                                                                       CUSHMAN &

WAKEFIELD (R)
VALUATION ADVISORY SERVICES

PURCHASE/SALE YIELD TABLE FOR DOWNTOWN PLAZA

Purchase Price(000's)/Cap Going In as a function of IRR All Cash analysis (Purchased August 1996 Sold July 2007)

                         Sale Price(000's)/Terminal Cap
                          13,162   12,504   11,908   11,367   10,873   10,420
            IRR            9.50    10.00    10.50    11.00    11.50    12.00
--------------------------------------------------------------------------------
           10.50           9,199    8,979    8,781    8,600    8,435    8,284
                           8.79     9.00     9.20     9.40     9.58     9.76
           11.00           8,875    8,666    8,477    8,305    8,149    8,005
                           9.11     9.33     9.53     9.73     9.92    10.10
           11.50           8,566    8,367    8,188    8,024    7,875    7,738
                           9.43     9.66     9.87    10.07    10.26    10.44
           12.00           8,272    8,083    7,911    7,756    7,614    7,484
                           9.77    10.00    10.22    10.42    10.61    10.80
           12.50           7,991    7,811    7,648    7,500    7,364    7,240
                          10.11    10.35    10.57    10.78    10.97    11.16
           13.00           7,723    7,551    7,396    7,255    7,126    7,008
                          10.46    10.70    10.93    11.14    11.34    11.53

                                                                       CUSHMAN &

WAKEFIELD (R)
VALUATION ADVISORY SERVICES

PURCHASE/SALE YIELD TABLE FOR DOWNTOWN PLAZA

Purchase Price(000's)/Cap Going In as a function of IRR All Cash analysis (Purchased August 1996 Sold July 2008)

                         Sale Price(000's)/Terminal Cap
                          13,420   12,749   12,142   11,590   11,086   10,624
            IRR            9.50    10.00    10.50    11.00    11.50    12.00
--------------------------------------------------------------------------------
           10.50           9,221    9,018    8,835    8,669    8,516    8,377
                           8.76     8.96     9.15     9.32     9.49     9.65
           11.00           8,877    8,685    8,512    8,354    8,210    8,078
                           9.10     9.31     9.49     9.67     9.84    10.00
           11.50           8,550    8,369    8,204    8,055    7,918    7,793
                           9.45     9.66     9.85    10.03    10.21    10.37
           12.00           8,240    8,068    7,912    7,770    7,641    7,522
                           9.81    10.02    10.21    10.40    10.58    10.74
           12.50           7,945    7,781    7,634    7,499    7,377    7,264
                          10.17    10.39    10.59    10.78    10.96    11.12
           13.00           7,664    7,509    7,369    7,242    7,125    7,019
                          10.55    10.76    10.97    11.16    11.34    11.51

                                                                       CUSHMAN &

WAKEFIELD (R)
VALUATION ADVISORY SERVICES

PURCHASE/SALE YIELD TABLE FOR DOWNTOWN PLAZA

Purchase Price(000's)/Cap Going In as a function of IRR All Cash analysis (Purchased August 1996 Sold July 2009)

                         Sale Price(000's)/Terminal Cap
                          12,912   12,267   11,683   11,152   10,667   10,222
           IRR             9.50    10.00    10.50    11.00    11.50    12.00
--------------------------------------------------------------------------------
           10.50           9,022    8,846    8,686    8,541    8,409    8,287
                           8.96     9.14     9.30     9.46     9.61     9.75
           11.00           8,672    8,506    8,356    8,219    8,094    7,980
                           9.32     9.50     9.67     9.83     9.98    10.13
           11.50           8,341    8,184    8,042    7,913    7,796    7,688
                           9.69     9.87    10.05    10.21    10.37    10.51
           12.00           8,027    7,879    7,745    7,624    7,512    7,411
                          10.07    10.26    10.43    10.60    10.76    10.91
           12.50           7,729    7,590    7,463    7,349    7,244    7,148
                          10.46    10.65    10.83    11.00    11.16    11.31
           13.00           7,447    7,315    7,196    7,087    6,988    6,898
                          10.85    11.05    11.23    11.40    11.56    11.72

                                                                       CUSHMAN &

WAKEFIELD (R)
VALUATION ADVISORY SERVICES

QUALIFICATIONS OF APPRAISER

James W Myers, MAI

Cushman & Wakefield - Senior Director
March 1994 to Present

Professional Affiliations

Member of the Appraisal Institute (MAI Designation No. 09296) Certified Real Estate Appraiser - (ID# AG002662)

Real Estate Experience

Cushman & Wakefield - Director
May 1992 - April 1994

Cushman & Wakefield - Associate Director January 1989 - May 1992

Cushman & Wakefield - Appraiser October 1986 to January 1989. Property types appraised include office, retail, and industrial developments, hotels, residential income, and special purpose properties.

Donahue and Company, Inc. - Newport Beach - Appraiser January, 1985 - 1986. Appraiser emphasis on eminent domain litigation, special purpose and problem properties, easement valuation, and full and partial property damages.

Experience includes appraisal of the following types of property:

Office Buildings                   Medical Buildings
Apartment Buildings                Residential Subdivisions
Shopping Centers                   Vacant Land
Hotels                             Industrial Warehouses
Department Stores                  Industrial Parks
Auto Sales Facilities              Condominium Complexes
Multi-Use Buildings

Primary area of specialization has been major office buildings throughout southern California, with particular emphasis on appraising office buildings located along the Wilshire Boulevard corridor, extending from downtown Los Angeles to West Los Angeles.

Education

Bachelor of Arts (English Literature), 1975 Kenyon College, Gambier, Ohio

American Institute of Real Estate Appraisers Courses:


Real Estate Appraisal Principles

Basic Valuation Procedures
Capitalization Theory and Techniques, Parts A & B Standards of Professional Practice Valuation Analysis and Report Writing Case Studies in Real Estate Valuation

CUSHMAN &
WAKEFIELD (R)
VALUATION ADVISORY SERVICES

QUALIFICATIONS OF APPRAISER

Miles Loo, Jr

Professional Affiliations

State of California Provisional Real Estate Appraiser (ID #AP 023313) Associate Member of the Appraisal Institute (ID# M950226) State of California Real Estate Broker License (ID #01115873)

Real Estate Experience

Associate Real Estate Appraiser - Cushman & Wakefield of California, Inc., Los Angeles Valuation Advisory Services May 1995 to Present

Real Estate Broker - Good Land Realty Corporation, Los Angeles August 1991 to Present

Experience includes appraisal of the following types of property:

Office Buildings                            Medical Buildings
Regional Shopping Centers                   Commercial Land
Neighborhood Shopping Centers               Subdivision Lots
Specialty Retail Centers                    Special Purpose

Education

California State University of Los Angeles, Los Angeles, CA Bachelor of Science, Business Administration 1995 Emphasis in Business Arts / Pre-Legal

University Programs, Inc., Oxnard, CA Certificate for Real Estate Broker License 1994 Certificate for Real Estate Appraisal License 1993

Glendale Community College, Glendale, CA
Associate Arts Degree 1991
Graduated with a Business Curriculum

Real Estate Courses:
     Real Estate Appraisal I                Real Estate Finance
     Real Estate Appraisal II               Real Estate Law
     Real Estate Escrow                     Real Estate Principles

Appraisal Institute Courses:
     I-310 - Basic Income Capitalization

I-410 - Standards of Professional Practice, Part A I-510 - Advanced Income Capitalization

CUSHMAN &
WAKEFIELD (R)
VALUATION ADVISORY SERVICES


This CD ROM contains an electronic version of appraisals for the Mortgaged Properties in PDF format and forms part of the paper version of the Prospectus Supplement. The information contained in this CD ROM does not appear elsewhere in paper form in this Prospectus Supplement and must be considered as part of, and together with, the information contained elsewhere in this Prospectus Supplement and the Prospectus. The information contained in this CD ROM has been filed by the Seller with the Securities and Exchange Commission as part of a Current Report on Form 8-K, which is incorporated by reference in this Prospectus Supplement, and is also available through the public reference branch of the Securities and Exchange Commission. Defined terms used in this CD ROM but not otherwise defined therein shall have the respective meanings assigned to them in the paper portion of the Prospectus Supplement and the Prospectus. All of the information contained in this CD ROM is subject to the same limitations and qualifications contained in this Prospectus Supplement and the Prospectus. Prospective investors are strongly urged to read the paper portion of this Prospectus Supplement and the Prospectus in its entirety prior to accessing this CD ROM. If this CD ROM was not received in a sealed package, there can be no assurances that it remains in its original format and should not be relied upon for any purpose. Prospective investors may contact J. Theodore Borter of Goldman, Sachs Co. at (212)902-3857 to receive an original copy of the CD ROM.



COMPLETE APPRAISAL OF REAL PROPERTY

The Esplanade Shopping Mail
West Esplanade Avenue
Kenner, Jefferson Parish, Louisiana

SELF-CONTAINED FORMAT OF REPORT

As of April 25, 1996

Prepared For:

Cadillac Fairview
20 Queen Street West, 4th Floor
Toronto, Ontario, M5H3R4

Prepared By:

Cushman & Wakefield of Connecticut, Inc.
Valuation Advisory Services
Four Stamford Plaza, 8th Floor
107 Elm Street
Stamford, Connecticut 06902


Cushman & Wakefield of Connecticut, Inc.                            CUSHMAN &
Valuation Advisory Services                                         WAKEFIELD(R)
Four Stamford Plaza, 8th Floor
107 Elm Street
Stamford, CT 06902
Tel: (203) 326-5845
Fax: (203) 348-6203

May 24, 1996

Mr. John MacDonald
Cadillac Fairview U.S., Inc.
20 Queen Street West, 4th Floor
Toronto, Ontario M5H3R4

Re: Complete Appraisal Of Real Property Self-Contained Format
The Esplanade Shopping Mail
Town of Kenner
Jefferson Parrish, Louisiana

Dear Mr. MacDonald:

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

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 Cadillac Fairview and is intended only for its specified use. It may not be distributed to or relied upon by other persons or entities without written permission of Cushman & Wakefield of Connecticut, Inc.

This appraisal report has been prepared in accordance with our interpretation of your institution's guidelines, the regulations of OCC and the Uniform Standards of Professional Appraisal Practice, including the Competency Provision.

The property was inspected by and the report was prepared by Vincent S. Maniscalco under the supervision of Richard W. Latella, MAI.


Mr. John MacDonald
Cadillac Fairview U.S., Inc.
June 24,1996

Page 2

Based on our complete appraisal as defined by the Uniform Standards of Professional Appraisal Practice, 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 April 25, 1996, was:

EIGHTY MILLION DOLLARS

($80,000,000)

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 OF CONNECTICUT, INC.

/s/ Vincent S. Maniscalco                         /s/ Richard W. Latella, MAI
-------------------------                         ---------------------------
Vincent S. Maniscalco                             Richard W. Latella, MAI
Associate Director                                Senior Director
Valuation Advisory Services                       Valuation Advisory Services
                                                  Reviewed and Approved
                                                  Without Inspection

VSM/RWL/mlr
CT96-063

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Mr. John MacDonald
Cadilac Fairview U.S., Inc.
June 24, 1996

Page 2

Based on our complete appraisal as defined by the Uniform Standards of Professional Appraisal Practice, 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 April 25, 1996, was:

EIGHTY MILLION DOLLARS

($80,000,000)

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 OF CONNECTICUT, INC.

Vincent S. Maniscalco                             Richard W. Latella, MAI
Associate Director                                Senior Director
Valuation Advisory Services                       Valuation Advisory Services
                                                  Reviewed and Approved
                                                  Without Inspection

VSM/RWL/mlr
CT96-063

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

SUMMARY OF SALIENT FACTS AND CONCLUSIONS

Property Name:                 The Esplanade

Location:                      West Esplanade Avenue
                               Town of Kenner
                               Jefferson Parish, Louisiana

Assessor's Parcel Number:      B-1-Al-lA-D       Mail & Underlying land
                               B-1-A1-1A         Vacant Land
                               B-1-Al-1A         Vacant Land
                               B-1-A1-1A-5D      Vacant Pad Site
                               B-1-Al-lA-6D      Vacant Pad Site
                               B-1-Al-2          Dillard's
                               B-1-Al-3          Mervin's
                               B-1-Al-4          Macy's

Interest Appraised:            Leased fee estate

Date of Value:                 April 25, 1996

Date of Inspection:            April 25, 1996

Ownership:                     CF Kenner Associates

Land Area:                     The subject property is located on a
                               80.23+/- acre site, of which 54.2+/-
                               acres is owned by the CK Kenner
                               Associates. The remainder of the site is
                               owned by the three anchor tenant stores.

Zoning:                        PUD, Planned Urban Development

Highest and Best Use:
      If Vacant:               Build-to-suit retail development

      As Improved:             Continued retail use

Improvements
       Type:                   Two-story regional shopping mall with three
                               anchor tenant stores.

       Date of Construction:   1985-1986

Building Area:
Anchor Tenants
      Dillard's(1):             177,940+/- sf
      Mervin's:                 235,518+/- sf
      Macy's:                    84,082+/- sf
      Dillard's Men's Shop       46,000+/- sf
                                ----------
      Total Anchor GLA:         544,140+/- sf


----------

(1) The Dillard's, Mervin's and Macy's stores are all owned by the respective retailer and are not part of subject of this appraisal. Dillard's Men's Shop is owned by the developer and is part of the subject.

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

                                        Summary of Salient Facts and Conclusions
================================================================================

Mall Stores:                             366,415+/-sf

Total Esplanade Mall:                    910,555+/-sf

Total Appraised GLA:                     413,015+/-sf

Mall Shop Ratio:                         40.24%

Operating Data and Forecast
     Vacancy:                            67,149+/- square feet
     Current Occupancy:                  81.67% (based on Mall Shop GLA)
     Forecasted Stabilized Occupancy:    90.0% (based on Mall Shop GLA inclusive
                                         of downtime between leases)
     Date of Stabilized Occupancy:       July 1999

Operating Expenses                       Annual Amount             Unit Rate
     C&W Forecast:                       $4,444,190                   $12.13
     Budget 1996:                        $4,434,329                   $12.10
     Actual 1995:                        $4,296,440                   $11.73
     Actual 1994:                        $4,485,397                   $12.24

Value Indicators
     Cost Approach:                      N/A

     Sales Comparison Approach:          $78,500,000 - $82,600,000

     Income Approach
          Discounted Cash Flow:          $78,100,000
          Direct Capitalization:         $77,000,000

Investment Assumptions
     Holding Period
          Calendar Year Basis:           10 years
     Rent Growth Rate:                   2% in year 1, 3.0% thereafter
     Expense Growth Rate:                3.0%
     Tax Growth Rate:                    3.0%
     Miscellaneous Income:               3.0%
     Sales Growth Rate:                  3.0%

     Tenant Improvements
          Turnover Space:                $10.00/SF
          Rollover Space:                $ 2.00/SF

     Commissions
          Turnover:                      $ 3.50/SF
          Rollover:                      $ 1.50/SF

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

                                        Summary of Salient Facts and Conclusions
================================================================================

     Vacancy between Leases:                       8 months
     Renewal Probability:                          70%
     Terminal Capitalization Rate:                 9.25%
     Cost of Sale at Reversion:                    2.0%
     Discount Rate:                                11.75%
     Indicated Value:                              $80,200,000

Value Conclusion:                                  $80,000,000

Resulting Indicators
     Calendar Year 1996 Net Income:                $7,250,461
     Implicit Overall Rate:                        9.06%
     Price Per Square Foot of Mail GLA:            $218.33
     Price Per Square Foot of Owned GLA:           $193.70

Exposure Time Implicit In
     Market Value Conclusion:                      Not more than 12 months

Special Risk Factors:                              None

Special Assumptions:

1. Throughout this analysis, we have relied upon information provided by ownership and management which we assume to be accurate. All tenant specific assumptions are identified within the body of this report.

2. We have been provided with a rent roll and lease abstracts for all leases in the mall. We have reviewed a sampling of actual lease documents and found no meaningful discrepancies. We have reviewed all anchor lease documents, as well as the abstracts provided by ownership which we assume are accurate. Furthermore, we assume that any existing REAs and operating covenants as portrayed herein are in full force and effect.

3. The existing operating covenants with Dillard's and Macy's will expire in October 2005 and September 2001, respectively. It is an assumption of this report that the operating covenants are renewed at terms similar to the existing agreements. The anchor tenants are not obligated to report sales and as such the performance of these tenants is not known, however the overall performance of the center would suggest that continued operation of the anchors is economically feasible. The existing operating covenants require the anchors to make contributions to common area maintenance of $0.30 to $0.51 per square foot, which is supported by market parameters. Therefore renewal of the existing covenants appears reasonable.

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

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Summary of Salient Facts and Conclusions

5. 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 places 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 businesses 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% 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.

6. We are not aware of any current environmental hazards or conditions on or about the property that would detract from its market value. Our physical inspection gave us no reason to suspect that such conditions might exist. However, we are not experts in the detection of environmental contaminants, or the cost to cure them if they do exist. We recommend that appropriate experts be consulted regarding these issues. Our analysis assumes that there are no environmental hazards or conditions affecting the property.

7. Please refer to the complete list of assumptions and limiting conditions included at the end of this report. We believe, based on the assumptions employed in our cash flow analysis and based on our section of investment parameters, for the subject, the value conclusion represents a market price achievable within one year's exposure time on the open market.

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

TABLE OF CONTENTS

                                                                            Page

PHOTOGRAPHS OF THE SUBJECT PROPERTY                                            1

INTRODUCTION.
     Identification of the Subject Property                                    3
     Property Ownership and Recent History                                     3
     Operating Covenants                                                       3
     Purpose, Function, and Scope of the Appraisal                             3
     Extent of the Appraisal Process                                           3
     Date of Value and Property Inspection                                     5
     Property Rights Appraised                                                 6
     Definitions of Value, Interest Appraised, and Other Pertinent Terms       6
     Legal Description                                                         7

REGIONAL ANALYSIS                                                              8

NEIGHBORHOOD ANALYSIS                                                         17

RETAIL MARKET ANALYSIS                                                        19

PROPERTY DESCRIPTION
     Site Description                                                         47
     Improvements Description                                                 48

REAL PROPERTY TAXES AND ASSESSMENTS                                           52

ZONING                                                                        53

HIGHEST AND BEST USE                                                          54

VALUATION PROCESS                                                             56

VALUATION PROCESS
     Sales Comparison Approach
     Income Approach

RECONCILIATION AND FINAL VALUE ESTIMATE

ASSUMPTIONS AND LIMITING CONDITIONS

CERTIFICATION OF APPRAISAL

ADDENDA

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

PHOTOGRAPHS OF THE SUBJECT PROPERTY

[PHOTO]

[GRAPHICS OMITTED]

Exterior View of Western Exposure Looking Northeast

[PHOTO]

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Exterior View of Eastern Exposure Looking Northwest


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Photographs of the Subject Property

[PHOTO]

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Exterior View of Mervyn's Store

[PHOTO]

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Exterior View of Macy's Store


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Photographs of the Subject Property

[PHOTO]

[GRAPHICS OMITTED]

Exterior View of Dillard's Store

[PHOTO]

[GRAPHICS OMITTED]

Interior View of Main Court


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

INTRODUCTION

Identification of the Subject Property

The subject property is the Esplanade Shopping Mall, an enclosed regional shopping center located along West Esplanade Avenue in the City of Kenner, Jefferson Parish, Louisiana. Developed in 1985 by Cadillac Fairview, the subject contains a total gross leasable area (GLA) of 910,555+/- square feet and is situated on a 80.23+/- acre site. Anchor stores occupy 544,140+/- square feet or 59.8 percent of the center's total area. The Dillard's, Mervin's and Macy's stores are individually owned and excluded from this appraisal. The only anchor tenant store included in this appraisal is the Dillard's Men's Store (46,600 SF) which is owned by Cadillac Fairview. Mall stores, inclusive of kiosks, amount to 366,415+/- square feet or 40.24 percent of the center's total area. The total GLA appraised is therefore 413,015+/- square feet.

The Esplanade Mall is the focal point of regional retail activity for a trade area extending for approximately 25 miles around the subject. Occupancy levels have fluctuated but tend to fall in the 85 to 90 percent range. As of the date of inspection, the mail was 81.67 percent occupied based upon 67,149+/- square feet of vacant space and a mall GLA of 366,415+/- square feet.

Property Ownership and Recent History

The subject property was developed by Cadillac Fairview of Kennesaw, Georgia from 1985 to 1986. The Cadillac Fairview has owned the center since that time. We are not aware of any ownership transfers over the last three years. According to representatives of the owners, the subject property is not presently under contract or listed for sale.

Operating Covenants

According to information provided by Cadillac Fairview, each of the anchor tenants is encumbered by an operating covenant which requires them to continuously operate as a department store. The expiration of each operating covenant is provided in the following table:

=======================================
Store                Expiration
=======================================
Dillard's            October 31, 2005
Mervin's             October 31, 2010
Macy's               September 30, 2001
=======================================

Purpose, Function, and Scope of the Appraisal

The purpose of this appraisal is to estimate the market value of the leased fee interest in the subject property, as of April 25, 1996, our date of inspection. The appraisal is to be used to establish asset value for mortgage collateralization.

Extent of the Appraisal Process

In the process of preparing this appraisal, we performed the following tasks:

o Inspected the exterior of all buildings and site improvements and a representative sample of shops.

o Interviewed a representative of the Cadillac Fairview and Urban Retail Properties (Leasing Agent)

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


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Introduction

o Reviewed a detailed history of income and expense (1994-1995 as well as Budget 1996) including the budget for planned capital expenditures.

o Conducted market research of occupancies, asking rents, concessions and operating expenses at similar complexes which involved interviews with on-site managers and a review of our own data base from previous appraisal files.

o Prepared a ten-year projected cash flow (for the purpose of discounting net income to a present value).

o Reviewed trade area specific data for the property as prepared by Equifax National Decision Systems.

o Conducted market inquiries into recent sales of similar regional malls to ascertain sales price per square foot, net income multipliers and capitalization rates.

o Reviewed lease documents, and a representative sample of actual tenant leases. We are also provided with lease abstracts, a current rent roll and forecasted sales for the tenants.

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

o Developed a value estimate of the mall through direct sales comparison.

o Prepared a detailed discount cash flow (DCF) analysis using Pro-Ject + Plus software for the purpose of discounting the forecasted net income stream to a present value of the leased fee estate for the mall in its "as is" condition.

o Prepared a forecast of income and expenses in connection with preparing an estimate of stabilized net income for direct capitalization purposes.

o Reconciled the value indications and concluded a final value estimate for the subject in its "as is" condition.

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

Date of Value and Property Inspection

The subject property was personally inspected by Vincent S. Maniscalco on April 25, 1996. This date will form the effective date of appraisal. Richard W. Latella, MAI did not inspect the property but has reviewed and approved the report.


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Introduction

Property Rights Appraised

We have appraised a leased fee estate.

Definitions of Value, Interest Appraised, and Other Pertinent Terms

Market Value

The definition of market value utilized in this report is taken from the Uniform Standards of Professional Appraisal Practice of the Appraisal Foundation as follows:

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

1. Buyer and seller are typically motivated;

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

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

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

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

The definition of the interest appraised which is utilized in this report is taken from The Dictionary of Real Estate Appraisal, Third Edition (1993), published by the Appraisal Institute (formerly the American Institute of Real Estate Appraisers), 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 appraisal.

Cash Equivalent

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

Finally, the definition of other pertinent terms taken from another source for this report is as follows:


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Introduction

Market Value As Is

Estimate of the market value of a specified interest in the property in the condition observed upon inspection and as it physically and legally exists without hypothetical conditions, assumptions, or qualifications as of the date of inspection.

Legal Description

A legal description of the subject property is included for reference purposes among the Addenda to this report.


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

REGIONAL ANALYSIS

The New Orleans metropolitan area encompasses 4,190+/- square miles and is situated in the southeastern part of the United States. New Orleans is located on the Mississippi River, 90 miles upstream from the Gulf of Mexico; about 350 miles east of Houston, Texas; 400 miles south of Memphis, Tennessee; and 150 miles west of Mobile, Alabama. New Orleans has a topography of coastal plains with large areas of the city below sea level and protected by levees. The City of New Orleans serves as the region's primary metropolitan center, and is the largest city in the State of Louisiana.

The New Orleans metropolitan statistical area (MSA) is the 41st largest MSA in the country based a total population according to Sales & Marketing Management 1995 Survey of Buying Power and includes the eight parishes of Orleans, Jefferson, St. Bernard, St. Charles, St. John, St. James, St. Tammany and Plaquemines.

Population

The New Orleans Metropolitan Statistical Area (MSA) has experienced some erratic population changes over the past few decades.

===============================================================================================================
                                               Population Trends
===============================================================================================================
                                                                                        Percent       Percent
       Area              1980            1990            1996              2001*         Change        Change
                                                                                        1980-1996     1990-1996
===============================================================================================================
City of Kenner           66,372          72,033          74,262            75,556         8.53%         3.09%
---------------------------------------------------------------------------------------------------------------
New Orleans MSA       1,308,800       1,285,270       1,310,241         1,324,271        -1.42%         1.94%
---------------------------------------------------------------------------------------------------------------
Louisiana             4,205,901       4,219,973       4,334,057         4,398,029         0.33%         2.70%
---------------------------------------------------------------------------------------------------------------
 * Projected Sources: Equifax Marketing Decision Systems, U.S Bureau of the Census
===============================================================================================================

As presented in the preceding chart, the New Orleans MSA as a whole experienced a declining population base during the 1980s. This trend has reversed itself during the first part of the 1990s with modest gains in population. In contrast, the City of Kenner has experienced a steadily increasing population base. During the 1980s the population of Kenner increased by 5,661 or 8.53% followed by a 3.09% increase during the first half of the 1990s. These rates of growth exceed that of the state as a whole which increased by 0.33% during the 1980s and 2.70% during the 1990s. Projections by Equifax Marketing Decision Systems suggest a continuation of this trend with a 2001 population projection of 75,556 for the City of Kenner.

The preceding table also illustrates the fact that the New Orleans MSA is the most populous portion of the state representing 30% of the state's total population.

Income

Both the City of Kenner's and the New Orleans MSA's residents are slightly more affluent than those of the State of Louisiana. The New Orleans MSA's 1995 median household Effective Buying Income (EBI) of $34,152 ranks 174th among the nation's largest 315 metropolitan statistical areas, according to Sales and Marketing Management's 1995 Survey of Buying Power.


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Regional Analysis


Distribution of Household Income

                                                         New
                                              City of   Orleans     Sate of
                                              Kenner      MSA      Louisiana
--------------------------------------------------------------------------------
$150,000 or more                               4.76%      3.71%       2.80%
$100,000 to $149,999                           3.60%      4.06%       3.06%
$ 75,000 to $ 99,999                           6.96%      5.87%       4.55%
$ 50,000 to $ 74,999                          19.78%     16.75%      14.81%
$ 35,000 to $ 49,999                          19.15%     15.47%      15.23%
$ 25,000 to $ 34,999                          13.28%     13.01%      13.09%
$ 15,000 to $ 24,999                          13.15%     14.91%      15.96%
$  5,000 to $ 15,000                          13.93%     16.98%      20.31%
Under $5,000                                   5.40%      9.24%      10.18%
--------------------------------------------------------------------------------
1996 Est. Average HH Income                  $49,933    $44,419     $39,259
1996 Est. Median HH Income                   $38,324    $31,819     $27,716
1996 Est. Per Capita Income                  $18,455    $16,990     $14,653
================================================================================

As can be seen from the chart above, the income levels in the City of Kenner and the New Orleans MSA are clustered in the $35,000 to $75,000 brackets with 38.93% and 32.22% of the area's population in these categories, respectively.

Despite fluctuations, New Orleans' residents are generally more affluent today than they were three years ago. Income levels shifted upward significantly (14.61 percent) between 1993 and 1995, which is reflective of the diversified economic base of the New Orleans MSA. As the national economy slowly improves from its stagnant position, the prospects for continued growth in income levels within the MSA remains positive.

Retail Sales

Inconsistent with the decline in population, retail sales within the New Orleans MSA have increased. According to Sales & Marketing Management retail sales have increased by 4.19% per annum between 1991 and 1995 and are now reported at $11.529 billion.

Economic Base and Employment

Rich natural resources, excellent transportation access, and a skilled labor force contribute to a strong economic base in the New Orleans Region. Variety in business, industry and support systems continues to keep the regional financially stable even in times of high national unemployment or a depressed economy.

Four distinct areas of economic strength include:

o Maritime/Port-Related Industries
o Oil/Gas and Related Industries
o Tourism
o Ship/Boat-Building & Aerospace Manufacturing


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Regional Analysis

The strong presence of education service industries and nationally-recognized universities; health services and administration; professional services; federal government offices and military operations also strengthen the economic base.

Oil, Gas and Related Industries, such as oil refining and chemical production, and maritime-related industries are the largest economic sectors when measured in terms of basic employment. Each accounts for approximately 19 percent of the area's job base.

Tourism accounts for about 16 percent followed by 11 percent in shipbuilding and aerospace (transportation equipment manufacturing). Educational services accounts for slightly less than 11 percent of employment; business and professional services represent about 9 percent; the utilities industry (electricity and natural gas) accounts for 6 percent; Federal and State Government generate about 4 percent. The balance of the area's job base, about 5 percent, is supported by various other industries (health services, wholesale trade, etc.).

Based on the 1991-1994 employment growth rate, the New Orleans Region ranks 25th among all metropolitan areas in the United States with 1 million or more population. Employment opportunities increased during this three-year period by 4.24 percent (average of 1.4 percent per year). Total employment in the U.S. during this same period increased by 4.78 percent. From 1993 to 1994, the area's job growth rate rose to 2.6 percent, ranking 22nd among all metropolitan areas of 1 or more million and exceeding the growth rates of other southern metropolitan areas such as Houston, Miami, and Memphis.

Preliminary reports for 1995 (the most recent information available) indicate that the Metropolitan Area will have experienced an approximate 1.4 to 1.6 percent employment growth over 1994. A breakdown of the 1990-1995 employment growth patterns by major industry group is presented in the following table.


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Regional Analysis

============================================================================================================
                                      NEW ORLEANS MSA EMPLOYMENT TRENDS
                                                                                         Change, 1990-1995:
      Total Nonagricultural             1990             1994           1995*           Number       Percent
      ---------------------            -------          -------        -------          ------       -------
    Employment                         556,300          584,500        592,300          36,000         6.47%
  Mining                                17,700           13,500         13,200          -4,500       -25.42%
    Oil/Gas                             17,200           12,800         12,500          -4,700       -27.33%
  Construction                          25,300           27,000         27,200           1,900         7.51%
  Manufacturing                         49,100           48,600         48,100          -1,000        -2.04%
   Durable Goods Mfg.                   24,600           22,600         22,300          -2,300        -9.35%
    Transport. Equip. Mft.              14,300           11,900         11,500          -2,800       -19.58%
     Ship/Boat Bldng & Repair           10,800            9,400          8,900          -1,900       -17.59%
  Nondurable Goods Mfg.                 24,500           26,000         25,800           1,300         5.31%
    Food & Kindred Prds.                 6,300            5,600          5,500            -800       -12.70%
    Oil Ref. & Chem. Mfg.               11,400           12,400         12,300             900         7.89%
  Transport/Comm/Utilities              46,700           43,300         42,200          -4,500        -9.64%
   Railroads                             1,300            1,200          1,200            -100        -7.69%
   Trucking/Warehousing                  8,400            8,000          8,000            -400        -4.76%
   Water Transportation                 15,500           12,500         12,100          -3,400       -21.94%
  Wholesale Trade                       32,200           33,600         33,800           1,600        -4.97%
  Retail Trade                         104,100          111,000        113,400           9,300         8.93%
   Eating & Drinking                    36,200           42,100         44,300           8,100        22.38%
  Finance/Ins./Real Estate              32,200           29,900         29,800          -2,400        -7.45%
  Services                             154,500          175,800        183,300          28,800        18.64%
   Hotel Services                       14,200           14,000         48,500            -200        -1.41%
   Health Services                      41,200           48,000         19,700           7,300        17.72%
   Educational Services                 17,400           19,100         19,700           2,300        13.22%
   Other Services                       81,700           94,700        115,100          33,400        40.88%
  Government                            94,600          101,900        101,300           6,700         7.08%
   Federal                              17,200           16,900         16,900            -300        -1.74%
   State & Local                        77,400           85,000         84,400           7,000         9.04%

  *    Figures for 1995 are based on employment through September.
  **   "Other Services" includes Personal Services, Business & Professional Services, Amusement & Recreation
       Services (include. Gaming), and Misc. Services.
  Source: LA. Dept. of Labor
==============================================================================================================

Over the past four years, the New Orleans Metropolitan Area has experienced almost $10 billion in capital investments and $3.3 billion in new contracts awarded to area companies. For the nine-parish region, this is the highest level of investment activity recorded in its history (based on dollar values alone). The total direct employment impact created or anticipated as a result of the capital investment exceeds 25,300 new permanent jobs. While much of the employment impact will be realized over an extended period, the recent accelerated growth rate in the Region's total job base reflects the first impact stages of the $10 billion in business investment and $3.3 billion in contract awards.


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Regional Analysis


CAPITAL INVESTMENTS & CONTRACTS AWARDED* 1991-1994

                              New Orleans Region
--------------------------------------------------------------------------------
                                                  Capital          New Permanent
                                            Investment ($000's)     Direct Jobs
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Tourism/Entertainment/Gaming                  $  3,372,089.3          13,502
Gaming/Entertainment                          $  1,374,606.5          10,200
          Tourism                             $  1,997,482.8           3,300
Transportation Infrastructure**               $  1,566,572.0             566
Petroleum/Petrochem Mfg.                      $  1,323,902.0             515
Research & Development                        $    995,220.0           3,329
Environmental-Related Projects                $    877,877.5              32
Communications                                $    429,832.3             356
Health Services                               $    404,765.5           1,676
Other Manufacturing                           $    259,244.8           4,296
Warehousing & Distribution                    $     97,637.3             610
Museums/Cultural Facilities                   $     77,100.0              47
All Other Sectors                             $    280,955.5             374
Totals, All Sectors                           $  9,685,196.2          25,303
Contracts Awarded to Region Firms             $  3,330,500.0           4,950
Totals, Cap. Investment & Contract Awards     $ 13,015,696.2          30,253
===============================================================================

Source: Complied by Metro Vision Research Department
* Investment and jobs data are for projects completed, under way, and planned in the 9-Parish Region of Orleans, Jefferson, St. Bernard, St. Charles, St. John, St. James, Plaquemines, St. Tammany, and Tangipahoa Parishes. *** Includes port, airport and highway/roadway improvements.

Labor Force

The labor force of the nine-parish region is estimated at some 654,400, up by 5 percent over 1990 (see facing page). For the eight-parish metropolitan area, the labor force is estimated at approximately 613,000, up by 4.1 percent from 1990. Unemployment rates have declined since 1994, and are closely in line with the national average. The unemployed labor force, estimated at 40,000 to 45,000 for the metropolitan area and at 45,000 to 50,000 for the nine-parish region represents a large pool of available workers for new and expanding business operations.

A breakdown of the area labor force by major occupational groups is presented in the following table which also compares its relative distribution to the national labor force distribution by occupation.


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Regional Analysis

================================================================================
                            EMPLOYMENT BY OCCUPATION
                              NEW ORLEANS MSA* 1994
                                                          MSA            U.S.
                                          Number      % of Total     % Of Total
                                          ------      ----------     ----------
Managerial/Prof. Specialty                154,033        26.1%         25.2%
Exective/Admin./Managerial                 66,863        11.3%         11.8%
Professional Specialty                     87,170        14.8%         13.4%
Technical/Sales/Admin. Support            201,612        34.2%         31.1%
Technicians & Related Support              21,828         3.7%          3.5%
Sales Occupations                          77,732        13.2%         11.6%
Admin. Support include. Clerical          102,053        17.3%         15.9%
Service Occupations                        90,153        15.3%         13.4%
Farming/Fishing/Forestry                    8,062         1.4%          2.5%
Precision Production/Crafts/Repair         63,069        10.7%         11.3%
Operatives/Fabricators/Laborers            72,806        12.3%         16.6%
Total, All Occupations                    589,735       100.0%        100.0%
--------------------------------------------------------------------------------

Source: LA. Dept. of Labor: U.S. Dept. of Commerce

* Figures are estimates by LA Dept. of Labor for 1994; % distribution for U.S. is from 1990 census.

The above average concentration of workers in professional specialties, technicians, administrative support, and service occupations reflects the structure and industrial characteristics of the economy. These patterns also represent many of the strengths of the labor force in attracting and supporting business investment and expansion.

Transportation

The New Orleans metropolitan area is well served by the Interstate Highway System. Interstate 10, which traverses the southern portion of the United States and the State of Louisiana, travels west/east through the New Orleans area. Both Interstate 55 and 59 lead into Interstate 10 within the greater New Orleans area. Interstate 55 travels south from Nashville, Tennessee through Jackson, Mississippi to Interstate 10. Interstate 59 travels south from Birmingham, Alabama to Interstate 10.

The metropolitan area is also well served by a number of U.S. Highways, State and Local Routes. U.S. Highway 90 - Westbank Expressway travels east/west through the New Orleans metropolitan area. Another major U.S. route that services the City is U.S. Highway 60 - Airline Highway which travels east/west. Major local state highways that serve the metropolitan area include State Highway 428 - General DeGaulle Drive; State Highway 23 - Belle Chasse Highway, and State Highway 48 - Jefferson Highway. The various Interstate Highways, U.S. Highways and the state and local routes combine to provide an efficient highway network service in the metropolitan area.

The New Orleans International Airport offers passengers direct air service to 37 major U.S. cities and 29 foreign countries. Approximately seven million domestic and international passengers arrive and depart annually on an average of 428 daily flights. New concourse construction now underway will increase the number of airline boarding gates from 40 to 45. Domestic and international air freight services are provided by 22 airlines. A $500 million capital expansion program is underway at New Orleans International, including new and extended runways, taxiway, temperature-controlled air cargo facilities, access roads, and other major improvements.


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Regional Analysis

In addition, the New Orleans Lakefront Airport, serves general aviation, corporate, and private aircraft, while other general aviation facilities serve outlying communities in the Region. Alvin Callender Naval Air Station serves as a joint use training facility for the reserve units of the various military services.

The Port of New Orleans has deep water access and is located at the confluence of two inland waterway systems, the Mississippi River and the Gulf Intracoastal Waterway. The combined tonnage of public and private port terminals in the area exceeds that of all other United States ports. Additionally, the Port of New Orleans operates a Foreign Trade Zone, and a similar facility is planned by the South Louisiana Port Commission (St. Charles, St. John the Baptist and St. James Parishes). These zones enable foreign goods to be brought into the area without formal customs entry and the payment of duty and taxes until and unless they leave the zone for a United States destination. No duties are paid on merchandise exported from the zone. While in the zone, the goods may be consolidated, processed, reassembled, repackaged, and commingled with domestic goods, used in manufacturing, repaired or simply stored until such time as they are needed.

The region's port is among world leaders in terms of cargo tonnage handled both in foreign trade and domestic shipping. More than 4,000 ships call at deep-water ports in the region each year. Access to the Mississippi River waterway system and to the Gulf Intracoastal Waterway provides low-cost per ton-mile barge transportation. As the principal seaport of the vast U.S. mid-continent manufacturing and agricultural heartland, the region's port terminals link major U.S. industries and markets to Europe, Asia, Africa and Latin America.

A five-year $200 million capital improvement program is underway at the Port of New Orleans, creating new super terminals, heavy-duty docks, and wharves. The adjoining Port of South Louisiana is developing a new intermodal cargo terminal on the Mississippi River known as "Globalplex." These capital expansions will ensure the status of the New Orleans region as a leader among world ports.

Six major truckline railroads serve the region's industries and ports, providing single carrier access to virtually all of America's major markets. The Southern Pacific and Union Pacific link the region to the western United States. The Illinois Central and Kansas City Southern serve the central United States. CSX Transportation and Norfolk Southern serve the eastern United States. These railroads receive and deliver cargo from port terminals and industrial plants, and interchange both domestic and international cargo for distribution throughout the U.S. The New Orleans Public Belt Railroad links all six truckline railroads With maritime terminals and industrial facilities. More than 400 trains arrive and depart weekly over these six trucklines railroads; the number of railcars moving through the New Orleans gateway averages about 8,800 per day.

In addition to the extensive rail freight services, each week 34 Amtrak trains carry passengers to and from the metropolitan area.

Railroads, cars, trucks, ships, and planes provide an effective transportation system that links the people and businesses of metropolitan New Orleans within a 500 miles radius of 10.5 percent of the U.S. metropolitan population.


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Regional Analysis

Educational Facilities

The region has private and state run colleges and universities in addition to many vocational technical and career-oriented schools. New Orleans has 146 schools serving 84,609 students. Colleges include Tulane University (11,241), Loyola University (4,952) and the University of New Orleans (16,076).

Culture & Recreation

New Orleans is a historically rich city and is world renown for its Cajun and Creole cuisine, Dixieland jazz, the French Quarter and Mardi Gras. The most famous is probably the French Quarter. The French Quarter was founded in 1718, and the 10 by 15-block area comprises the original city of New Orleans. Today, it is a popular tourist destination, as well as being an important residential area and commercial area. It abounds with historic structures such as St. Louis Cathedral and the Pontalba Apartments (dating from 1850 and said to be the oldest apartment in North America).

The "Jax" brewery festival marketplace is located in the French Quarter and represents a $70 million restoration of the former Jax (beer) Brewery. It contains in excess of 245,000 square feet and now houses specialty shops and restaurants.

The newest addition to the French Quarter is the $40 million, 16-acre Aquarium of the Americas. This consists of a 117,000+/- square foot, three story building containing 82 tanks. Other attractions in the French Quarter include Jackson Square, the French Market, Cafe Du Monde, numerous antique shops, and of course Bourbon Street. In addition, many festivals are staged throughout the year in the French Quarter.

Mardi Gras is a pre-Lenten celebration held annually in New Orleans. It is characterized by parades, balls and, in general, unrestrained merry-making. It draws people from all over the world and may be aptly described as "the greatest free show on earth."

Future projects for the city include the construction of a 20,000-seat enclosed stadium to be located near the New Orleans Superdome. Government and business leaders hope that the proposed arena would attract a National Basketball Association or National Hockey League franchise. This facility would also be well suited for concerts and annual events such as the circus. Construction is estimated to cost $85 million and would be paid for by refinancing the Superdome bonds. It is hoped that a 20,000-seat arena would fill a gap in entertainment facilities and be better suited for events too small for the Superdome or the Convention Center. This new facility is projected to generate approximately $200 million in spending after construction. However, opponents believe that much of the projected revenues would be taken away from the Superdome or other local arenas. The new arena has political support and construction funds could be available. This project, however, may be overshadowed by the extremely profitable casino and riverboat gambling which has recently been approved for New Orleans by both the state and city. No construction schedule has been established for the proposed arena.

Gambling

The City of New Orleans is on the brink of the most dynamic economic and social change in its recent history. The State Legislature legalized casino gambling during the summer of 1992 and New Orleans, with the French Quarter and a major portion of its economy oriented toward tourism, has the potential to be the most prominent gambling city in the South. Louisiana has had


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Regional Analysis

legal horse-racing for years; however, the potential of monumental economic gain from casino gambling for the state, city and casino developers has attracted the attention of most major casino operators from Las Vegas and Atlantic City. New Orleans business and government leaders see the proposed casino as an alternative to the struggling oil production and exploration business, which has been an important part of the New Orleans economy for years. Most New Orleans officials are optimistic about the economic influence of gambling; however, there are factions opposed because of the possible negative effects of the monumental economic and social influences of a New Orleans casino.

Conclusions

New Orleans is showing continuing signs of emerging from a recessionary period which began in the latter part of the 1980s. The overall real estate market has improved slightly over the last few years with improving occupancy levels and higher rental rates. The oil-related business, which has been New Orleans' mainstay, is still depressed and it is not likely that it will recover to the healthy economic levels of a decade ago. Tourism, hospitality, convention and sporting events are now more important parts of the local economy.

The New Orleans economy is being re-ordered around casino and riverboat gambling. The State of Louisiana and City of New Orleans have legalized and permitted a 200,000 square foot casino and approximately four gaming riverboats. Government and business leaders hope that gambling revenue will revitalize the city and create new jobs for city residents. Construction is to begin during 1994, and the casino is scheduled to open in 1995. Major business and economic changes will undoubtedly occur as the city shifts from a more traditional economy centered around oil and gas to a gambling-oriented economy.

As we foresee a slow economic growth condition, it is our opinion that the long-term prospect for net appreciation in commercial and residential real estate values remain good. The long-term prospects for the New Orleans regional area is promising as its economic base continues to diversify and expand. The New Orleans metropolitan area should be able to sustain growth in the future by attracting major industries and retailers and maintaining a strong labor force.


-16-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

NEIGHBORHOOD ANALYSIS

General

A neighborhood is defined in terms of characteristics, trends and groupings of similar or complimentary land uses. As a regional center, the subject serves a much larger market than its immediate neighborhood. Essentially, the subject can be defined as one of the principal retail destination centers for an area that encompasses the western portion of the New Orleans MSA. It has excellent regional accessibility by virtue of its location near Interstate 10 and is located approximately fifteen miles west of the New Orleans Central Business District in the City of Kenner. Nonetheless, a discussion of the local environs is an important element in a total analysis of the subject property.

Neighborhood Characteristics

The subject enjoys extensive frontage along West Esplanade Avenue and is also accessible from Williams Boulevard via 32nd Street. Both West Esplanade Avenue and Williams Boulevard are commercial arterials that are primarily developed with retail, professional office and other service type uses. The New Orleans International Airport is located approximately 1/4 mile south of the subject and is considered the dominant land use in the neighborhood. Due to the presence of the airport, several hotels and restaurants are located in the area.

The secondary arteries are primarily residential in nature. Development along these arteries ranges from high density multi-family complexes to single-family homes. The area south of the subject, between Veterans Memorial Highway and the airport is currently being purchased on a home by home basis by the airport as a concession to the residents for the increased noise levels generated by the greater airport traffic. This will reduce the population base in the immediate area, however, these residents will mostly likely be displaced to other locations in the subject's trade area. As such the overall impact on the subject property will be minimal.

The subject's neighborhood is generally an older established area which has been densely developed for numerous years. As such land is not readily available for new development. In exception to this, our discussions with City officials indicated two new developments in the City. A 266 unit, luxury apartment complex is planned for the intersection of West Esplanade Avenue and Loyola Drive. While a 147 lot single-family subdivision is under construction near Lake Pontchartrain.

Neighborhood Access

The neighborhood is afforded good local and regional access. West Esplanade Avenue is a four-lane primary roadway which facilitates east/west traffic through the City of Kenner and neighboring Metaire. The subject property has extensive frontage along this artery, the majority of which has been developed with outparcels. However, during the development of the center, care was taken not to obstruct the visibility of the center and in particular the Macy's store. As such visibility of the center from West Esplanade Avenue is rated good.

Williams Boulevard is a major traffic bearer, which traverses the City of Kenner in a north/south direction. The subject property has no direct frontage along Williams Boulevard, but is accessible via 32nd Street. As such the subject's exposure along Williams Boulevard is limited to a sign pylon located at the intersection of 32nd Street and William's Boulevard. Williams Boulevard intersects with I-10 approximately three blocks south of the subject and as such all areas of metropolitan New Orleans become readily accessible.


-17-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Neighborhood Analysis

Conclusion

The subject neighborhood is an older established area which has seen little new development due to the scarcity of available land. The main arteries are developed with a variety of commercial uses which appear well tenanted and adequately maintained. The surrounding secondary roads provide a solid population base to support the commercial development and the area's accessibility lends itself to use as a regional hub.


-18-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

RETAIL MARKET ANALYSIS

Trade Area Overview

A retail center's trade area contains people who are likely to patronize that particular retail center. These customers are drawn by a given class of goods and services from a particular tenant mix. A center's fundamental drawing power comes from the strength of the 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.

The subject can be described as a regional shopping center.

A regional shopping center (1) provides for extensive variety of goods, including a wide selection of general merchandise, apparel, and home furnishings, as well as a variety of services and recreational facilities. The major occupants of a regional center include a least one, but no more than two, full line department stores. Each full-line department store generally has an area of not less than 75,000+/- square feet. In many instances, the department stores are physically a part of the center but are independently owned. In theory, its typical size for definitive purposes is 450,000 square feet of gross leasable area; it practice it may range from 300,000 to 850,000 square feet. The regional center is the second largest type of shopping center. As such, it provides services typical of a business district yet not as extensive of those of the super regional center.

In order to define and analyze the market potential for The Esplanade, 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.

Within both its primary and effective trade areas, the subject competes directly with the Lakeside Shopping Center, a 1+/- million square foot regional mall located approximately six miles from the subject. Lakeside Shopping Center is considered a formidable competitor within the subject's trade area, benefiting from a more diverse mall shop tenant base in larger store formats and superior proximity to the affluent communities located within Metairie and the western quadrant of New Orleans. To a far lesser degree, competition with the trade area includes the Clearview Mall, a 500,000+/- square foot enclosed regional center. While this mall presents a limited, highly local mall shop tenant base, neither of its anchors, Maison Blanche or Sears, are duplicated at the subject or at Lakeside Shopping Center, and reportedly exhibit a strong draw within the trade area.

Competition in the immediate area is limited to traditional strip centers. These centers are anchored by discount department stores, supermarkets and specialty/category killer stores. While some cross-shopping does occur, these stores act more as a draw to the area, creating an image for the area as an established shopping district and generating more retail traffic to the area than would exist in their absence. We recognize and mention these stores and centers to the extent that they provide a complete understanding of the area's retail structure.


(1) Urban Land Institute Dollars and Cents of Shopping Centers - 1996


-19-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Retail Market Analysis

We note that big box and category killer type tenants appear to be less of a market force within the New Orleans MSA relative to other markets throughout the country which exhibit similar demographic profiles. It is the consensus of several market participants that this is the result of a true scarcity of development sites within the more populated areas of the MSA, including the City of Kenner.

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 mail 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.

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 subjects position therein. Subsequent to our discussion of the area's retail structure, a profile of the department stores which anchor the subject is presented in order to fully acquaint the reader with its overall market position therein.

Retail Structure

In order to examine the subject property in its proper context, we must first examine the nature of the competition. With respect to regional mall competition, the subject appears to be well positioned, although the Lakeside Shopping Center, which benefits from a more central location within the trade area, provides formidable competition to The Esplanade. The subject is clearly superior to the Clearview Mall, a 500,000+/- square foot regional mall located approximately 5 miles from the subject. These competitive properties are cited on the following pages.

Competition

The following table identifies the larger alternative retail properties in the area. While there are additional regional malls within the New Orleans MSA, only those highlighted below are considered to be competitive to The Esplanade.


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Retail Market Analysis

================================================================================================================
                                       Competitive Retail Shopping Centers
================================================================================================================
                                                Year
Map                                            Opened/                                             Distance from
Key                                           Renovated         Total       Anchor Stores           Subject
                                                                 GLA
================================================================================================================
  S                The Esplanade                 1985          910,555         Dillard's
                 1401 West Esplanade                                            Macy's
                  Kenner, Louisiana                                             Mervyn's
----------------------------------------------------------------------------------------------------------------
  1          Lakeside Shopping Center            1960          990,000         JC Penney            6+/- miles
           3301 Veterans Memorial Blvd.                                        Dillard's
                Metairie, Louisiana
----------------------------------------------------------------------------------------------------------------
  2              Clearview Mall                1969/1989       484,907         Maison Blanche       5+/- miles
           4436 Veterans Memorial Blvd.                                            Sears
               Metairie, Louisiana
================================================================================================================
                      Total                                  2,385,462
================================================================================================================
   Source: Shopping Center Directory - 1995
================================================================================================================


-21-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

                                                          Retail Market Analysis
================================================================================

Subject Retail Center

Name:                                     The Esplanade

Location:                                 1401 West Esplanade Avenue
                                          Kenner, Louisiana

Owner:                                    The Cadillac Fairview Corporation

Distance and Time from Subject:           NA

Year Opened:                              1985

Year(s) Expanded/Renovated:               1986

Total GLA:                                910,555+/- SF

Mall GLA:                                 366,415+/- SF

Mall Shop Ratio:                          40%

Anchor Tenants:                           Dillard's I                 177,940 SF
                                          Dillard's II                 46,600 SF
                                          Macy's                      235,518 SF
                                          Mervyn's                     84,082 SF
                                                                      -------
                                          Total Anchor GLA            544,140 SF

Number of Mall Shops:                     140+/-

Occupancy (Mall GLA):                     82+/-%

Average Market Rent (Mall GLA):           $15-$40/SF

Land Area:                                80+/- AC

Parking/Ratio                             6,705; 7.3 spaces per 1,000 SF of GLA

Demographics:
       Effective Trade Area Population:   341,258
       Average Household Income:          $50,509

Retail Sales (Mall GLA): All Reporting Tenants $257/SF Comparable Tenants $263/SF


-22-

                  CUSHMAN &
               WAKEFIELD(R)
---------------------------

VALUATION ADVISORY SERVICES

Retail Market Analysis

Comments:

While subject offers competitive anchor alignment and mall shop tenant base, its strongest competitor, Lakeside Shopping Center, is considered to benefit from a more diverse mall shop tenant base and superior proximity to the affluent communities located within Metairie and the western quadrant of New Orleans. Conversely, The Esplanade is better-positioned to service those shoppers residing in the outlying areas of the MSA to the west and northwest Additionally, the diverse merchandise mix of Macy's is considered a formidable draw for the subject.

Overall, the mall shop tenant base has exhibited a trend of increasing sales per square foot over the last five years. For 1995, comparable mall shop tenants posted per square foot sales of $263 per square foot, while all reporting mall shop tenants posted sales of $257 per square foot.

Majority of vacancy concentrated near secondary entrances with poor proximity to anchors.


-23-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

                                                          Retail Market Analysis
================================================================================

Competitive Retail Center No. 1

Name:                                        Lakeside Shopping Center

Location:                                    3301 Veterans Memorial
                                             Metairie, Louisiana

Owner:                                       The Feil Organization

Distance and Time from Subject:              6+/- miles northeast
                                             (10+/- minute drive time)

Year Opened:                                 1960

Year(s) Expanded/Renovated:                  1990

Total GLA:                                   990,000+/- SF

Mall GLA:                                    490,000+/- SF

Mall Shop Ratio:                             49%

Anchor Tenants:                              JC Penney               200,000 SF
                                             Dillard's               300,000 SF
                                                                     -------
                                             Total Anchor GLA:       500,000 SF

Number of Mall Shops:                        120+/-

Occupancy (Mall GLA):                        89%

Average Rent (Mall GLA):                     $20-50+/-/SF
                                             (per Shopping Center Directory)

Land Area:                                   60+/- AC

Parking/Ratio:                               5,500 +/- cars; 5.5 per 1,000+/- SF

Demographics:                                Primary Market Population:  525,000
                                             Average Household Income:   $39,000
                                             (per Shopping Center Directory)

Retail Sales (Mall GLA):                     $375/SF
                                             (per Directory of Major Malls)


-24-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Retail Market Analysis

Comments:

Lakeside Shopping Cener is considered the subject's primary competitor within its trade area. Relative to subject, Lakeside Shopping Center offers more diverse mail shop tenant base in larger store formats, and enjoys better proximity to the affluent communities located within Metairie and the western quadrant of New Orleans. The center's leasing agent verified a mall shop occupancy of 89 percent, stronger than that of The Esplanade, while mall management has reported to shopping center industry publications sales of $350-$375 per square foot.


-25-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

                                                          Retail Market Analysis
================================================================================

Competitive Retail Center No. 3

Name:                                   Clearview Mall

Location:                               4436 Veteran's Memorial Boulevard
                                        Metairie, Louisiana

Owner:                                  Richards Clearview Partnership

Distance and Time from Subject:         5+/- miles
                                        (10+/- minute drive time)

Year Opened:                            1969

Year(s) Expanded/Renovated:             1989

Total GLA:                              484,907+/- SF

Mall GLA:                               112,907+/- SF

Mall Shop Ratio:                        23%

Anchor Tenants:                         Maison Blanche               230,000 SF
                                        Sears                        142,000 SF
                                                                     -------
                                        Total Anchor GLA:            342,000 SF

Number of Mall Shops                    27+/-

Occupancy (Mall GLA):                   75%

Average Rent (Mall GLA):                $15/SF

Land Area:                              60+/- AC

Parking/Ratio:                          3,000+/- cars; 6+/- per 1,000+/- SF

Demographics:                           Primary Market Population:           NA
                                        Average Household Income:            NA

Retail Sales (Mall GLA):                $200/SF (estimated)


-26-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Retail Market Analysis

Comments:

Clearview Mall has the only Maison Blanche north of the Mississippi, and is considered a strong draw for this center. Additionally, Sears is not duplicated at either The Esplanade or Lakeside Shopping Center. The center's leasing agent reports that for 1995, Maison Blanche posted sales of $46 million, or $200 per square foot, while Sears posted $42 million in sales, or $296 per square foot, making this unit one of Sears most productive in the country. Alternatively, the small shop space is currently 25+/- percent vacant, with a high percentage of local tenants. According to the leasing agent, current mall shop vacancy was of the mall management's own doing, having chosen not to renew several local tenants. The balance of local tenants have been given the mandate to renovate their stores or not be renewed. The new mall management is aggressively pursuing strong national and regional tenants for the center. Overall, given the center's size, lack of anchor depth and highly local mall shop tenant base, this center is considered secondary competition to the subject.


-27-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Retail Market Analysis

The mall properties cited above (inclusive of the subject) comprise approximately 2.4+/- million square feet of mall space. The subject is considered to compete directly with Lakeside Shopping Center, while the smaller Clearview Mall is considered secondary competition, with its draw limited to its anchor stores. We note that the New Orleans Centre, The Plaza and Oakwood Center are all located within a twenty mile radius southeast of the subject, either within or beyond the New Orleans city limits. Due to psychological and physical barriers, such as the city itself and the Mississippi River, these centers are considered to serve well defined markets which do not overlap with that of the subject. The North Shore Square regional mall, while considered part of the New Orleans MSA, is located 40+/- miles from the Esplanade across Lake Pontchartrain, and is clearly not competitive to the subject.

Other Competition

In addition to the facilities described, the balance of the retail inventory consists of certain neighborhood and community centers as well as free-standing retail facilities. Overall, ancillary retail development is extremely limited. Newer development has been inhibited by a scarcity of development sites. It was the consensus of the market participants with whom we spoke that the lack of development sites results from Kenner being "boxed in" by Lake Ponchartrain to the north, the Mississippi River to the south, the City of New Orleans to the east and a significant amount of undevelopable swamp land to the west. The majority of surrounding development is therefore older, and consists mainly of smaller scale and/or free-standing commercial properties. A brief description of the retail centers in the immediate area will serve to portray the balance of the neighborhood retail alignment.

o The Pavilion, located along West Esplanade proximate to The Esplanade, is a 262,000+/- square foot community center anchored by Wal-mart and Sav-A-Center. This center was constructed in 1989 and expanded during 1992. Other tenants include the Sound Warehouse, United Artists, Walgreens and Cloth World. The center is 100 percent occupied, with the center's leasing agent reporting an average lease rate of $15 per square foot, triple net, for small shop tenants.

o Kenner Plaza, located along Williams Boulevard at West Esplanade Avenue, is a 226,000+/- square foot community center anchored by Burlington Coat Factory in 94,000+/- square feet and a Fifty Off store in 30,000+/- square feet. Other major tenants include K&B Drugs and Old American. This center was constructed in 1973 and last renovated during 1993. The center is 100 percent leased, with small shop tenants paying between $8.50 and $10.00 per square foot, triple net. Burlington Coat Factory, which occupies a former Kmart store, reportedly pays $4.00 per square foot, triple net.

Future Regional Competition

Jim Wilson & Associates, a Birmingham-based retail development company, has recently commenced construction of The Mall of Louisiana, a 1.2+/- million square foot super regional mall located in the southern quadrant of the Baton Rogue MSA. along Interstate 10. The center will be anchored by McRae's, Maison Blanche, Dillard's, Sears and JC Penney, and will include 352,000+/- square feet of mall shop space. It is anticipated that the mall will open during the fourth quarter of 1997.


-28-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Retail Market Analysis

GLA per Capita

The data presented summarizes the extent of existing regional mall development inside the trade area. According to the National Research Bureau, the GLA per capita for the United States and State of Louisiana were 5.5+/- and 6.1+/- square feet, respectively, in 1995. This statistic pertains to centers in of 400,000 or greater square feet.

Inclusive of the subject, the New Orleans MSA contains seven enclosed regional malls, as well as one power center, in excess of 400,000+/- square feet. This results in a total of 6.3+/- million square feet of gross leasable area contained in centers of 400,000+/- or greater square feet. With an estimated 1996 population of 1,310,241 for the New Orleans MSA (see following Trade Area population analysis), this results in approximately 4.8+/- square feet of GLA per capita. This is below the composite state and national averages, indicating that the market is not saturated and could potentially absorb some additional regional mall space and still be within the average parameters for the state and nation.

Anchor Alignment

The anchor alignment of the subject also helps to define the potential boundaries of the subject's trade area. The subject property is anchored by Dillard's, Macy's and Mervyn's. The following is a profile of each of these anchor tenants.

Dillard's is one of the largest department store chains with divisions based out of Arkansas, Texas, Florida and Arizona. In March 1996, Dillard's announced an extensive realignment of its operating divisions along geographic and climatic lines. Through this realignment, two operating divisions were merged into the remaining five divisions. Dillard's has been one of the most aggressive participants within the retail industry, expanding from 158 stores in 1989 to 238 stores in 23 states at the end of 1995. In 1995, Dillard's opened 11 new stores, two of which were replacement stores, and remodeled and expanded 8 stores, adding a total of 2,000,000 square feet to the company's selling space. Dillard's continues to aggressively expand, with a 1996 expansion plan of 16 new stores, one of which will be a replacement store. These new stores, along with the remodeled and expanded stores, will add 3,000,000 square feet to the company's store base. Total sales for 1995 were $5.9 billion, a 7 percent increase over 1994, with comparable sales up 2 percent over 1994. Overall, since 1985 sales have increased at nearly a 15 percent compound annual rate. Increases for the past five years were as follows:

============================================================================
                               1995       1994    1993      1992     1991
============================================================================
    Total Sales Increase         7%        8%       9%       17%     12%
----------------------------------------------------------------------------
Comparable Sales Increase        2%        5%       3%        8%      6%
============================================================================

The stores feature brand name goods in the middle to upper-middle price range. Over 87 percent of sales came from apparel, cosmetics, accessories and shoes. Sales per square foot significantly increased from $147 in 1993 to $157 in 1994. Sales increased at a far more modest rate for 1995, to $159 per square foot.


-29-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Retail Market Analysis

==========================================================================================
                               1995         1994         1993         1992         1991
==========================================================================================
     Total Sales (000)       5,918,038   $5,545,803   $5,130,648   $4,713,987   $4,036,392
------------------------------------------------------------------------------------------
Gross Square Footage(OOO)       37,300       35,300       34,900       33,200       29,100
------------------------------------------------------------------------------------------
    Sales/Square Foot       $      159   $      157   $      147   $      142   $      138
==========================================================================================

Dillard's strategy is to enter or further penetrate markets where it can become the dominant conventional department store operator. Over the past few years, much of their growth has been through acquisitions. Value Line projects sales to climb 9 percent over the next fiscal year and rates its financial strength A. Dillard's Private Label sales have increased to 20 percent of total sales. This strategy has allowed Dillard's to maintain a highly desirable image position with national brands while offering Private Brand pricing at savings of 25 percent or more. Standard & Poor's ranks the company "A+".

Federated Department Stores, Inc. is one of the leading full-line department store companies in the United States. The year 1994 was a major acquisition year for the company. On December 19, 1994 the company completed a $4.1 billion purchase of Macy's and it has recently consolidated the A&S/Jordan Marsh division into Macy's East. On May 26, 1994 the company purchased Joseph Horne Co., a department store retailer operating ten units in Pittsburgh and Erie, Pennsylvania for $116.0 million, including the assumption of $40.0 million in debt and acquisition costs. Upon completion of this merger with Macy's, Federated operates 355 department stores in 35 states at urban or suburban sites, principally in densely populated areas operating under the names of Bloomingdale's, The Bon Marche, Bullocks, Burdines, Goldsmith's, Jordan Marsh, Lazarus, Rich's, Sterns and Macy's. The company also operates more than 135 specialty and clearance stores under the names of "Aeropostale," "Charter Club" and "MCO" and a mail order catalog business under the name of "Bloomingdale by Mail." The company recently announced the closure of the MCO stores.

The properties consist primarily of stores and related retail facilities including warehouse and distribution centers. Of the 355 stores, 181 stores were entirely or mostly owned and 174 stores were entirely or mostly leased. The company owns or leases other properties including office space in New York and Cincinnati. During 1994, the company added 142 department stores and 135 specialty and clearance stores. Of the 142 department store additions, 121 were a result of the acquisition of Macy's and 10 as a result of the acquisition of Horne's. All 135 specialty and clearance stores were added through the Macy's acquisition. Federated's net sales for 1994 increased by 15 percent to $8,315.9 million, compared to $7,229.4 million reported in 1993. On a comparable store basis net sales increased by 3.1 percent. The company's retail operating division sales as of January 28, 1995 were as follows:


-30-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Retail Market Analysis

============================================================================================================
                                     Federated Department Stores Company
============================================================================================================
                                       Number                           Gross                 Average Sales
                                     of Stores      1994 Sales        Square Feet            Per Square Foot
============================================================================================================
 Abraham & Straus/Jordan Marsh            34          $1.441.1            8,999                      $160
------------------------------------------------------------------------------------------------------------
        Bloomingdale's                    16        $1,297.5 *            4,439            $292 ($268.57)
------------------------------------------------------------------------------------------------------------
        The Bon Marche                    40           $ 873.0            4,892                      $178
------------------------------------------------------------------------------------------------------------
           Burdines                       46          $1,248.5            7,648                      $163
------------------------------------------------------------------------------------------------------------
           Lazarus                        51          $1,130.3           10,212                      $111
------------------------------------------------------------------------------------------------------------
      Rich's/Goldsmith's                  25           $ 999.7            4,991                      $200
------------------------------------------------------------------------------------------------------------
            Sterns                        22           $ 707.4            3,946                      $179
------------------------------------------------------------------------------------------------------------
         Macy's East                      64        $3,447.7**           17,162                      $201
------------------------------------------------------------------------------------------------------------
    Macy's West/Bullocks                  57        $2,334.8**           11,845                      $197
------------------------------------------------------------------------------------------------------------
      Macy's Specialty                   122        $  128.4**              420                      $395
------------------------------------------------------------------------------------------------------------
            MCO                           14        $   83.1**              704                      $118
------------------------------------------------------------------------------------------------------------
           Total                         491          $8,315.9          75,228
============================================================================================================
*    Includes $105.3 million in sales of the company's Bloomingdale's By Mail subsidiary. Net of this
     allocation, sales were equal to $269 per square foot.
**   Represents sales of divisions acquired pursuant to merger.
============================================================================================================

Federated has a C++ rating from Value Line. By fiscal 1996, savings from the closure of Macy's corporate office (second half of 1995) and other consolidation benefits may help boost Federated's share net to $2.00 to $2.10. Value Line's earning projections to 1998-2000 is that excess cash flow will enable Federated to reduce its long term debt by about $1 billion between fiscal 1996 and the end of the decade, and the operating margin will gradually widen following a market improvement in fiscal 1996.

Federated's historical and projected sales are as follows:

===================================
1996 *                     $15,100
-----------------------------------
1995 *                     $14,200
-----------------------------------
1994                       $ 8,316
-----------------------------------
1993                       $ 7,229
-----------------------------------
1992                       $ 7,080
===================================

*Value Line estimated sales dollars

Federated's management believes the department store business will continue to consolidate and accordingly, intends to consider the possible acquisition of department store assets and companies from time-to-time. Future acquisitions, if any, are expected to be financed through a combination of cash on hand and from operations and possible long term debt or other securities issuance. The company's budgeted capital expenditures are approximately $2,800 million for 1995 to 1998, with approximately 68 percent budgeted for existing stores, 21 percent budgeted for new stores and 11 percent for technology.


-31-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Retail Market Analysis

Dayton Hudson is one of the country's largest general merchandise retailers with 1993 revenues of $19.2 billion. This represented an increase of 7 percent over 1992. The company's 893 stores span the entire retail spectrum from discount (Target and Mervyn's) to mid-level and high end (Dayton's, Hudson's and Marshall Fields). The company reports that more than 80 percent of its revenue are derived from its discount and moderate priced divisions. Overall, over the last ten years revenues have grown by an impressive rate of 10.2 percent per annum. Standard & Poors has forecasted a continued rise in comparable store sales. They rate the company as "A". A brief profile of each follows:

Target - Target is an upscale discounter which provides quality merchandise at attractive prices. In 1993, the 554 stores accounted for revenues of $11.743 billion or 61 percent of the company's total revenues. The units are found in 35 states. Target's total revenues were up 13 percent over 1992, while comparable sales were up 5 percent. The average sales per square foot were approximately $202. During 1993 Target added 50 new stores including a successful entry in the Chicago market. Their superstore concept "Target Greatland" has been very successful. Dayton Hudson expects to open 70 new discount stores, expanding Targets selling space by 11 percent. This will include the long awaited move into the northeast.

Mervyn's - Mervyn's is a moderate priced family department store chain specializing in soft goods. The division operates 276 stores in 15 states in the northwest, west, southwest, southeast and Michigan. During the first quarter of 1995, they will be moving into the Minneapolis market with the purchase of eight Carson Pirie Scott stores. In 1993 Mervyn's sales were disappointing, decreasing by 1.6 percent, while comparable sales were off by 6 percent. Comparable sales were reported to be fiat in 1994. Average sales per square foot were approximately $200. The division is aggressively pursuing cost cutting measures to make it more profitable.

Department Store Division - The Department Store Division consists of Daytons, Hudson's and Marshall Fields. The division operates 63 full service units predominantly in nine midwestern states including 19 Daytons, 21 Hudson's and 23 Marshall Fields stores. Sales in 1993 increased slightly to $3.054 billion (up 1 percent) however, operating profit was up 18 percent. The average sales per square foot were reported to be $221 per square foot, inclusive of the flagship units for the respective chains. Additions include new Daytons stores in Northbrook Court (Chicago - 1995) and Somerset North (suburban Detroit - 1996).


-32-

CUSHMAN &
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VALUATION ADVISORY SERVICES

Retail Market Analysis

Trade Area Definition

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, 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. The subject's primary and effective trade areas, profiled by Equifax Decision Systems, were defined based on the results of a customer survey conducted by Urban Retail Properties, Co., which included polling the mall's customers to determine the zip code of the primary residence.

The Esplanade is well-located near Interstate-10, east of the City of New Orleans. This location makes it one of the more accessible retail locations within the area. 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 such, the percentage of in-flow sales tends to be greater for more dominant properties. Specifically, Interstate 10 is a major route of travel for residents of outlying areas traveling to New Orleans, with The Esplanade benefiting from being the nearest regional center for those shoppers. The Esplanade also benefits from its proximity to the New Orleans Airport, given that international travelers can shop tax-free in the State of Louisiana. As the regional mail closest to the airport, The Esplanade is able to attract a significant portion of the international shopping dollar.

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. Lakeside Shopping Center is located only 6+/- miles to the northeast from the Esplanade. The GLA devoted to mall shop space is significantly greater than that of the subject, and has resulted in a greater depth of mall shop tenants in larger store formats. Geographically, Lakeside out-positions the subject in serving the affluent community of Metairie, as well as the more affluent enclaves of the western quadrant of the City of New Orleans. Additionally, we note that inclusive of Lakeside Shopping Center and the Clearview Mall, five of the regional malls within the New Orleans MSA are located east of the subject, which has proven to effectively inhibit its penetration to the east. Conversely, the subject is clearly the most convenient regional mall for those shoppers who reside to the west in the outlying areas of the MSA.

We believe that it is also important to note ancillary retail development such as large community centers and free-standing "category killers" represent a limited force in the market's competitive environment. As noted earlier in this report, there has existed a dearth available development sites proximate to the mall. Of those limited developments located near the subject, their primary stores (groceries, discount department stores, and drugs) are generally different from those which comprise the Esplanade. Certainly there is a place for both in most retail environments, including the 1-10 corridor. This phenomena of limited new retail development is not limited to the subject's immediate trade area. We note that many of the big box retailers which have expanded in similar markets throughout the country have not yet established a strong presence in the New Orleans MSA. For those which have (Wal-mart and Burlington Coat Factory proximate to the Esplanade; Toys 'R Us and Barnes & Noble near Lakeside), they help balance out the retail infill and act as a traffic generator that increases an area's status as a destination retail hub.


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Retail Market Analysis

To summarize, the foundation of our analysis for delineation of the subject's trade area may be summarized as follows:

1. The western quadrant of the City of New Orleans effectively defines the subject trade area's western border. This is significantly influenced by competition becoming much more intense east of the subject. Conversely, both the subject's primary and effective trade areas are far more expansive to the north and west given the relative scarcity of retail alternatives in these areas.

2. The subject benefits from being the most conveniently located mail for those shoppers residing in the northern and western quadrants of the MSA. The Esplanade also benefits from its proximity to the New Orleans airport, as international travelers can shop tax-free in the State of Louisiana. As the regional mail closest to the airport, The Esplanade is able to attract a significant portion of the international shopping dollar.

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

4. 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 as discussed above.

5. The size, anchor tenancy and merchandising composition of the mall tenants enhances its total market penetration.

6. Ancillary retail development has a limited impact on the subject. Adequate cross shopping occurs with the nearby strip centers, whose tenants compliment, rather than compete with the mall.

Urban Retail Properties, Co. conducted a survey of mall shoppers, which included determining the zip code of their primary residence. This survey shows that the effective trade area of the mall extends approximately 10+/- miles east of the subject property, while to the northwest, the subject's trade area boundaries extend to points 20+/- to 25+/- miles from the subject.

After reviewing this report in conjunction with our independent analysis of the trade area, we are in concurrence with its findings. Specifically, we have observed that within the northwestern quadrant of the MSA there are few retail alternatives to the subject, while to the east and southeast, there are five regional shopping centers, which serve to inhibit the subject's market penetration into these areas. Of these centers, only Lakeside Shopping Center and Clearview Mall are considered competitive to the subject. As such, we have elected to rely the trade area definitions as identified by the Urban Retail Properties survey. An analysis of key demographic indicators can then be performed based upon this defined trade area.


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CUSHMAN &
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VALUATION ADVISORY SERVICES

Retail Market Analysis

Population

Once the market area has been established, the focus of our analysis centers on the trade area's population. Equifax National Decision Systems [ENDS] provides historical, 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.

Comparisons have been made between the New Orleans MSA and Kenner county and the trade area components lend some perspective to the dynamics of the trade area. The chart on the Facing Page compares these statistics.

Between 1990 and 1996, ENDS reports that the population within the primary trade area increased by 3,021 to 171,682. This 1.79 percent increase (0.30 percent per annum) has lagged that of the effective trade area's growth rate of 2.01 percent (0.33 percent per annum). Expanding to the effective trade area, the current population increases to 341,528. The current projection is for marginal growth over the next five years within all segments of the trade area, specifically 0.13 and 0.12 percent per annum for the primary and effective trade areas, respectively. On balance, we note that population growth throughout the trade area has trailed that of the state and country.

Provided on the Following Pages are graphic representations of the current population distribution and projected population growth. The first graphic depicts that the more densely developed areas are found proximate to the mall to the north, east and southeast. The second graphic shows that while areas east of the subject and closer to New Orleans are not projected to experience noticeable growth, areas west of the subject are expecting to grow at the highest rate of the effective trade area.


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

THE ESPLANADE

EFFECTIVE TRADE AREA

[MAP]

[GRAPHIC OMITTED]
[DATA POINTS TO BE SUPPLIED]


THE ESPLANADE
EFFECTIEVE TRADE AREA

[MAP]

[GRAPHIC OMITTED]
[DATA POINTS TO BE SUPPLIED]


Retail Market Analysis

Households

A household consists of all the people occupying a single housing unit. While individual members of a household purchase goods and services, these purchases actually reflect household needs and decisions. Thus, the household is a critical unit to be considered when reviewing market data and forming conclusions about the trade area as it impacts the retail center.

National trends indicate that the number of households are increasing at a faster rate than the growth of the population. Several noticeable changes in the way households are being formed have caused the acceleration in this growth, specifically:

o The population in general is living longer on average. This results in an increase of single and two person households.

o The divorce rate increased dramatically during the last decade, again resulting in an increase in single person households.

o Many individuals have postponed marriage, thus also resulting in more single person households.

Between 1990 and 1996, the primary trade area added 4,165 households, increasing by 6.8 percent to 65,702 units. This growth is equivalent to a compound annual increase of 1.10 percent. Alternatively, the secondary trade area added 3,978 households to 72,975 indicating slightly slower 0.94 percent annual rate of growth. Combined, the effective trade area is currently estimated to contain 138,677 households.

Between 1996 and 2001, the primary trade area is expected to grow by 2.9 percent (0.56 percent per annum) to 67,578 households. This rate of growth is slightly greater than that for the secondary area which is expected to grow by 2.28 percent. Overall, the total trade area is expected to grow by 2.55 percent to 142,218 households.

Trade Area Income

A significant statistic for retailers is the income potential of a trade area's population. Income levels, either on a per capita, per family or household basis, indicate the economic level of the residents of the market area and form an important component of this total analysis. More directly, average household income, when combined with the number of households, is a major determinant of an area's retail sales potential. The trade area income figures support the profile of a broad-based middle income market. According to Equifax National Decision Systems, average household income within the primary trade area is currently $50,035.

Available data shows an identifiable pattern of income levels throughout the total trade area as shown below along with comparisons to the state and United States.


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CUSHMAN &
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VALUATION ADVISORY SERVICES

Retail Market Analysis

==================================================
              Average Household Income
--------------------------------------------------
          Area                  Average HH-Income
==================================================
Primary Trade Area                         $50,035
Secondary Trade Area                       $50,936
Effective Trade Area                       $50,509
New Orleans MSA                            $44,419
State of Louisiana                         $39,259
United States                              $49,031
==================================================

These statistics show that the primary trade area has an average household income of $50,035 which increases slightly to $50,509 with the inclusion of the higher income areas in the secondary market. The total trade area's average household income is above that of the New Orleans MSA, state and country.

Provided on the Following Page is a graphic presentation of the household income distribution throughout the total trade area. As can be seen, the subject is relatively proximate to all income levels exhibited within its trade area. Generally, the highest concentrations of wealth (average incomes of $60,000 and higher) are found directly east and west of the center, but quite proximate to the mall. We also note that average household income throughout the total trade area is forecasted to increase at compound annual rate of 5.15 percent over the next five years.


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

THE ESPLANADE

EFFECTIVE TRADE AREA

[MAP]

[GRAPHICS OMITTED]
[DATA POINTS TO BE SUPPLIED]


Retail Market Analysis

Effective Buying Income

Another measure of the ability of a trade area to support retail business is the area's effective buying income (EBI). This data is not measured by specific trade area, but rather by both the metropolitan statistical area (MSA), as well as on a county basis as reported in Sales and Marketing Management's Survey of Buying Power. At the end of 1995, Jefferson County had an aggregate EBI of $5.5 billion.

A comparison can be made to Kenner, Jefferson County and the New Orleans metropolitan area.

====================================================================================================================================
                                                           Effective Buying Income
====================================================================================================================================
                                            1990                                     1995                    Compound Annual Change
------------------------------------------------------------------------------------------------------------------------------------
                         Total EBI (billions)     Med HHEBI       Total EBI (billions)     Med HHEBI         Total EBI     Med HHEBI
====================================================================================================================================
        Kenner                  $0.8               $27,436              $1.3               $41,889           8.74%            8.83%
------------------------------------------------------------------------------------------------------------------------------------
  Jefferson County              $5.5               $26,273              $7.9               $38,835           7.24%            8.13%
------------------------------------------------------------------------------------------------------------------------------------
  New Orleans MSA              $14.5               $22,425             $20.9               $34,152           7.67%            8.78%
------------------------------------------------------------------------------------------------------------------------------------
Source: Sales and Marketing Management, Survey of Buying Power
====================================================================================================================================

The data above shows that at $41,889, the median household effective buying income for the Kenner area exceeds that of Jefferson County and the New Orleans metropolitan area. Between 1990 and 1995, the total EBI for the Kenner area grew at a compound annual rate of 8.74 percent, while the median household EBI grew at an annual compound rate of 8.83 percent. In comparison, the total EBI for Jefferson County grew at a compound annual rate of 7.2 percent while the median household EBI has grew at a compound annual rate of 8.1 percent. These measures have exceeded inflation over this year period.

Retail Sales

Retail sales growth for Kenner were compared to Jefferson County and the New Orleans metropolitan area. The Kenner area has noticeably exceeded the county's composite growth, as shown below.

====================================================================================================================================
                                                                 Retail Sales
====================================================================================================================================
                                             1990                                        1995               Compound Annual Change
------------------------------------------------------------------------------------------------------------------------------------
                         Total Retail Sales        Med HH         Total Retail Sales       Med HH         Total           Med HH
                              (billions)            Sales            (billions)            Sales          Sales            Sales
====================================================================================================================================
      Kenner                    $611.3             $23,787              $863.8            $33,480         7.16%            7.08%
------------------------------------------------------------------------------------------------------------------------------------
Jefferson County              $4,193.8             $24,020            $5,537.1            $32,533         5.71%            6.26%
------------------------------------------------------------------------------------------------------------------------------------
 New Orleans MSA              $9,055.6             $18,522           $11,529.3            $24,085         4.95%            5.39%
------------------------------------------------------------------------------------------------------------------------------------
 Source: Sales and Marketing Management, Survey of Buying Power
====================================================================================================================================

With average annual growth rate of 7.16 percent since 1990, retail sales in Kenner area grew dramatically by 41.3 percent by 1995 to $863.8 million. Similarly, retail sales per household posted an annual growth rate of 7.08 percent, or 40.7 percent, to $33,480 per household. Expenditures by households jumped in Jefferson County at a rate of 6.26 per annum over between 1990 and 1995. Households spent $8,513 more in 1995 than they did in 1990; resulting in a significant 35.4 percent increase.


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CUSHMAN &
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VALUATION ADVISORY SERVICES

Retail Market Analysis

Mall Shop Sales

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 that is germane to our analysis.

We have been provided with a summary of comparable mall shop sales for the years 1991 to 1995. Per square foot sales figures represent the weighted average sales for the calendar year for small shop tenants in continuous occupancy of the same suite for the previous twenty four months. These results are summarized below.


SUMMARY OF
COMPARABLE SALES

                     Comparable         Percentage
      Year            PSF Sales           Change
-------------------------------------------------------
      1991              $239                N/A
      1992              $251               5.02%
      1993              $242              -3.59%
      1994              $248               2.48%
      1995              $263               6.05%
-------------------------------------------------------

As illustrated above, comparable per square foot sales increased in excess of 6 percent between 1994 and 1995 to $263 per square foot. Overall, comparable per square foot sales increased approximately 10 percent over the last five years.

Total reporting mall shop sales for 1995 were $82.4 million. Based on a reporting GLA of 321,728 square feet, this results in mall shop sales of $257 per square foot. This measure shows reporting tenant performance only, since some tenants do not report sales by lease agreement or fail to report sales for a particular sales period. While the aggregate sales amount is reflective of the total sales generated by the mall shops, it is important to recognize that this includes all sales including sales from partial year tenants. Furthermore, since the unit rate is based upon a full reporting year, it has the effect of understating the mall shop sales performance on a unit rate basis.

By comparison, the Urban Land Institutes 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 is reported at $203.09 per square foot, 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.


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VALUATION ADVISORY SERVICES

Retail Market Analysis

----------------------------------------------------------------------------------------------------
                                  Regional/Super-Regional Centers
----------------------------------------------------------------------------------------------------
       Area               Average              Median            Lower Decile        Upper 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 southern part of the country, the subject's 1995 sales performance of $263 per square foot can be compared to its peers as shown below.

----------------------------------------------------------------------
                        Average           Subject         Variance
----------------------------------------------------------------------
  United States          $176               $263            149%
----------------------------------------------------------------------
      South              $156               $263            169%
----------------------------------------------------------------------

On a relative basis, the subject is substantially outperforming its peer group on average in terms of sales productivity, particularly when compared to regional sales.

Anchor Store Sales

With the exception the Dillard's men's store, which in 47,000+/- square feet is considered a junior anchor, the anchor stores are owned by their occupants, and therefore are not required to report sales to mall management. Our efforts to obtain specific sales included interviewing the mall manager and individual store managers. Anecdotally, all of the anchor stores report satisfactory performance. As noted earlier in this report, Dillard's, Federated Department Stores and Dayton Hudson represent some of the nation's leading department store companies.

While the specific individual anchor store sales of the subject are not known, we provide the following department store sales information as provided by Urban Land Institute, which tracks sales of owned and non-owned department stores by selected affiliation and region. This information is summarized in the following chart.


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CUSHMAN &
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VALUATION ADVISORY SERVICES

Retail Market Analysis

------------------------------------------------------------------------------------------------------------
                                        Department Store Sales Data
------------------------------------------------------------------------------------------------------------
                 Category/Region                      Average Sales PSF       Top 10% PSF      Top 2% PSF
------------------------------------------------------------------------------------------------------------
               Super-Regional U.S.
               Owned Dept. Stores                          $144.99              $247.99         $505.13
                 National Chain                            $146.89              $271.91         $532.63
             Non-Owned Dept. Stores                        $154.34              $243.28         $367.33
                 National Chain                            $154.34              $243.28         $367.33
                 Eastern Region                            $152.35                ---             ---
                 Western Region                            $147.26                ---             ---
                Midwestern Region                          $131.12                ---             ---
                 Southern Region                           $159.23                ---             ---
------------------------------------------------------------------------------------------------------------
       Average - All Super-Regional Centers                $148.82               251.62          443.11
------------------------------------------------------------------------------------------------------------
               Regional Malls U.S.
               Owned Dept. Stores                          $149.26              $245.53         $352.79
                 National Chain                            $149.03              $237.27         $343.94
             Non-Owned Dept. Stores                        $162.14              $215.20         $266.01
                 National Chain                            $163.08              $215.32         $266.09
                 Eastern Region                            $174.78                ---             ---
                 Western Region                            $165.36                ---             ---
                Midwestern Region                          $151.49                ---             ---
                 Southern Region                           $150.39                ---             ---

------------------------------------------------------------------------------------------------------------
          Average - All Regional Centers                   $158.19              $228.33         $307.21
------------------------------------------------------------------------------------------------------------
Source: Urban Land Institute Dollars & Cents of Shopping Centers (1995)
------------------------------------------------------------------------------------------------------------

Data from ULI shows that the mean sales level for department stores in super-regional malls varies from $131.12 to $159.23 per square foot with an overall average of $148.82 per square foot. Stores in the top 10 percent of their peers average (unweighted) approximately $252 while the top 2 percent average approximately $443 per square foot.

Data for department stores in regional malls shows that the mean ranges from $149.03 to $174.78 per square foot with an overall average of $158.19 per square foot. The unweighted average for the top 10 percent and 2 percent is approximately $228 and $307 per square foot, respectively.

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. With anchor tenants of Macy's, Dillard's and Mervyn's, the subject property is clearly positioned toward the broad center of the retail market, with the more diverse merchandising of Macy's exhibiting a strong draw for the center. While traditional merchandise is well-represented among mall shop tenants, more unique mall shop tenants are not. A more diverse mix would bring a balance of retail uses to the center which would include both familiar and first time tenants to the trade area.

Conclusion

We have analyzed the retail trade history and profile of the New Orleans MSA, the City of Kenner and Jefferson County in order to make reasonable assumptions as to the continued performance of the subjects trade area.


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CUSHMAN &
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VALUATION ADVISORY SERVICES

Retail Market Analysis

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 was presented. We included a brief discussion of some of the competitive retail centers in the market area as well as a profile of the anchor tenants at the mall. The trade area profile discussed encompassed an MSA and zip code based survey for the subject. Marketing information relating to these sectors was presented and analyzed in order to determine patterns of change and growth as it impacts the subject. Given that most of the anchors of The Esplanade are not required to report sales, we were unable to provide extensive mall sales analysis. Anecdotally, the subject's anchors perform at levels considered average to above average when compared to department store sales on a national and regional basis. The data is useful in giving quantitative dimensions of the total trade area, while our comments serve to provide qualitative insight into this area. The following summarizes our key conclusions:

o The subject enjoys a visible and accessible location within the New Orleans MSA. The subject is also well-positioned to benefit from the stronger population growth projected for the western and northwest quadrants of the MSA, as compared to its competitors which are positioned farther to the east, where minimal growth is projected over the next five years. Given the scarcity of retail alternatives west and northwest of the subject, The Esplanade should benefit from the growth projected for these quadrants.

o Its status as the regional mall farthest west of the City of New Orleans both maximizes its position in servicing the northwestern quadrant of the MSA, as well as inhibits its ability to draw customers from the east. The Esplanade is well positioned geographically to benefit from the continued growth of this quadrant of the MSA and its environs, as it is clearly the most convenient mall for current and future residents in these communities. Conversely, Lakeside Shopping Center, together with several secondary competitors, have served to limit the subject's market penetration to the east.

o The region's affluence as measured by average household income and market expenditure potential has expanded substantially over the last decade paralleling the population growth.

o Within its effective trade area, the subject competes directly with the more upscale Lakeside Shopping Center. It is important for ownership to focus on aggressively leasing the vacant space to national and regional retailers that are considered unique to the market. The high percentage of national and regional tenants is important to the extent that these merchants have the benefit of stronger name recognition and are more familiar to shoppers which typically results in high sales levels.

o Peripheral retail development around the mall is minimal, with a noticeable absence of many big box and category killer type retailers which have expanded aggressively in similar markets.

On balance, it is our opinion that with competent management and aggressive marketing, The Esplanade can fortify its position as a competitive regional mall targeted to serve the growing northwestern quadrant of the New Orleans MSA. Our outlook for the area continues to be positive with moderate to good prospects for appreciating real estate values.


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CUSHMAN &
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VALUATION ADVISORY SERVICES

Retail Market Analysis

Marketability and Marketing Period

In this subsection, we consider the potential market appeal, marketability and demand for a center like the subject in light of the current real estate investment market. As discussed elsewhere in this report, the subject involves an enclosed, regional mall containing 366,415+/- square feet of mall shop GLA anchored by four anchor stores for a combined mall GLA of 910,555+/- square feet.

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

The subject is characterized as a well-maintained and accessible mall which is positioned to benefit from growth within the northwestern quadrant of its effective trade area. The subject's effective trade area has a current population of approximately 342,000+/- people, which is projected to experience marginal population and household growth in the foreseeable future. We believe that if the subject were offered for sale, it would represent an important investment opportunity for a well positioned center with some upside through lease rollover and continued efforts to upgrade the tenant mix. Based on the above, it is our estimate that a market sale of the subject property should be realized within twelve months exposure on the market.


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CUSHMAN &
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VALUATION ADVISORY SERVICES

PROPERTY DESCRIPTION

Site Description

Location:                S/S of West Esplanade Avenue
                         City of Kenner
                         Jefferson Parish, Louisiana

Shape:                   The site is slightly irregular in shape.


Area:                    The subject property is located on a 80.23+/- acre
                         site, of which 54.2+/- acres is owned by the developer.
                         The remainder of the site is owned by the three anchor
                         tenant stores.

Topography:              The mall site is relatively level. Portions of the site
                         have been graded to form a gradual mound, whereby the
                         second floor of the center is accessible.

Access:                  Principal access is from south side of West Esplanade
                         Avenue, were two entrances provide access to the ring
                         road. Secondary access is provided from William's
                         Boulevard via 32nd Street.

Utilities:               The site is served by all utilities including municipal
                         water and sewer, electric, gas and telephone.

Soil Conditions:         The subject property is located between Lake
                         Pontchartrain and the Mississippi River. This area
                         primarily consisted of low lying marsh land which was
                         infilled for development. As such the soil conditions
                         in the surrounding area are not ideal and many
                         properties including the subject are constructed on
                         pilings. No soil report of the subject parcel has been
                         filed or reviewed. However, it is assumed that the soil
                         is of sufficient load-bearing capacity to support the
                         existing structure. No evidence to the contrary was
                         observed upon our physical inspection of the property.
                         The parking lot has reportedly settled 18 - 24" since
                         construction. However the settling is consistent
                         throughout the property and has not required
                         remediation. Drainage of the tract appears to be
                         adequate.

Flood Hazard:            According to Community Panel # 225199 035E, National
                         Flood Insurance Rate Map, effective March 23, 1995, the
                         subject site is in Flood Hazard Zone AE, areas
                         inundated by 100-year flood zone, and therefore
                         requires flood hazard insurance.


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VALUATION ADVISORY SERVICES

                                                            Property Description
================================================================================

Land Use Restrictions:   Although an authoritative report of title was not
                         provided or reviewed, there do not appear to be any
                         easements, encroachments or restrictions that would
                         adversely affect the utilization of any portion of the
                         site. However, a survey is recommended for final
                         determination of any such adverse conditions.

Wetlands:                We were not given a Wetlands survey. If subsequent
                         engineering data reveal the presence of regulated
                         wetlands, it could materially affect property value. We
                         recommended a wetlands survey by a competent
                         engineering firm.

Hazardous Substances:    We observed no evidence of toxic or hazardous
                         substances during our inspection of the site. However,
                         we are not trained to perform technical environmental
                         inspections and recommend the services of a
                         professional engineer for this purpose.

Comments:                Overall, the subject site is typical of other sites
                         developed to such a use. Access is good and it appears
                         to be functionally suitable for such a retail use.

                         Provided on the facing page is a plot plan which
                         depicts the location of the improvements on the subject
                         tract. Also, the plot plan identifies various potential
                         areas of expansion including two additional anchor
                         tenant pads and two remaining outparcels (5 and 6)
                         located at the 32nd Street access road.

Improvements Description

The subject site is improved with a two-level "cross-shaped" regional mall containing 910,555+/- square feet of gross leasable area. Reference is made to the plot plan on the facing page for the location of the improvements on the subject tract. A complete description of these improvements follows:

General Description
        Year Built:     The property was constructed in two consecutive phases
                         between 1985 and 1986.

    Building Area
        Dillard's:                  177,940+/- sf
        Macy's                      235,518+/- sf
        Mervyn's:                    84,082+/- sf
        Dilliard's Men's Shop:       46.600+/- sf
    Total Anchor Tenants(1):        544,140+/- sf

----------

(1) With the exception of the Dillard's Men's Shop, all of the anchor stores are owned by the respective retailer


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CUSHMAN &
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VALUATION ADVISORY SERVICES

                                                            Property Description
================================================================================

         Mall Stores:          366,415+/- sf

         Total GLA:            910,555+/- sf

         Total GLA Appraised:  413,015+/- sf

Construction Detail
  Foundations:           Poured reinforced concrete.

  Framing:               Structural steel columns and beams.

  Floors:                Poured reinforced concrete over compacted fill on the
                         first level and poured concrete over corrugated steel
                         pan on the second level.

  Exterior Walls:        Generally masonry with a mixture of brick and
                         decorative masonry block.

  Roof Structure:        Corrugated steel deck over steel bar joists

  Roof Cover:            Built-up composition roofing

  Fenestration:          Plate glass in aluminum frame. Skylights are provided
                         over center court, the food court, and side courts.

  Doors:                 Plate glass in aluminum frame entrance doors with metal
                         rear access doors.

  Loading:               Most loading is via grade level metal pedestrian doors.
                         Some large tenants have depressed truck wells.

Mechanical Detail
  Heating, Ventilating
   and Air Conditioning: The property is heated and cooled by 20, roof-top,
                         electric fired package units. Each tenant space has its
                         own VAV box for climate control. In exception to this,
                         each of the anchor tenants have their own mechanical
                         systems.

  Electrical:            Standard quality service for this commercial occupancy.
                         Tenant electrical usage is separately metered.

  Plumbing:              Adequate commercial grade fixtures. Supply and waste
                         lines assumed to be of code conforming materials.

  Vertical
   Transportation:       The property contains two sets of 36" wide escalators
                         and one 5,000 lb capacity passenger elevator. In
                         addition, the property contains five, 4000 lb capacity
                         freight elevators.


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Property Description

  Life Safety:           All tenant areas are sprinklered.

  Layout:                The subject is designed as a two-level, "cross-shaped"
                         mall. Mervyn's is located in the central portion of the
                         mall with its exterior entrance opening to the east
                         parking lot. Macy's and Dillard's are located at the
                         north and south ends of the mall, respectively.
                         Dillard's also has a second location within the center,
                         opposite the Mervyn's store and opens to the west
                         parking lot. This store (46,600 square feet) was
                         formerly Godchaux, but is currently utilized by
                         Dillard's for their men's department. A food court is
                         located slightly off-center along the west side of the
                         second level of the property. Two secondary courts
                         provide access to the east and west parking lots and
                         were designed to accommodate additional anchor tenant
                         stores.

                         The majority of the mall shops front along the main
                         corridor which varies in width from approximately 30 to
                         40 feet. Shops have varying frontages with depths of
                         100 to 110 feet being typical. Side court suites are
                         not as deep. Stores are finished in accordance with
                         individual tenant specifications.

Interior Detail
  Flooring:              Generally terrazzo tile in common areas. Restrooms are
                         tiled.

  Ceilings:              Generally acoustical tile with some plaster ceilings
                         above the center and side courts.

  Walls:                 Painted sheetrock and painted concrete block.

  Storefronts and
    Signage:             Finished in accordance with individual tenant
                         specifications.

Site Improvements
  Parking:               Asphalt paved and stripped parking for 4,477 cars is
                         provided. This equates to a parking ratio of 4.92
                         spaces per 1,000 square feet of GLA which is typical of
                         a center of this nature.

  Landscaping:           The parking lot and walkways have trees and low
                         maintenance plantings throughout.

  Other:                 Other site improvements consist of concrete and asphalt
                         paving, curbing, yard lighting all underground and
                         overhead utilities, and signage.


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Property Description

Americans With
  Disabilities Act:      The Americans With Disabilities Act (ADA) became
                         effective January 26, 1992. We have not made, nor are
                         we qualified by training to make, a specific compliance
                         survey and analysis of this property to determine
                         whether or not it is in conformity with the various
                         detailed requirements of the ADA. It is possible that a
                         compliance survey and a detailed analysis of the
                         requirements of the ADA could reveal that the property
                         is not in compliance with one or more of the
                         requirements of the Act. If so, this fact could have a
                         negative effect upon the value of the property. Since
                         we have not been provided with the results of a survey,
                         we did not consider possible non-compliance with the
                         requirements of ADA in estimating the value of the
                         property.

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

Design Features
  and Functionality:     The subject property is a modern, two-story
                         "cross-shaped" enclosed shopping center. The property
                         is functional and generally conforms to market
                         standards. In exception to this, the two side courts,
                         which were designed to accommodate future expansion, do
                         not benefit from a substantial draw and as a result
                         have had difficulty leasing.

Physical Condition:      The subject property was constructed in two stages
                         between 1985 and 1986. The property appears to be
                         adequately maintained and our discussions with the
                         property management did not indicate otherwise. The
                         overall appearance of the center is consistent with
                         current market standards and allows the property to
                         successfully compete with the other properties in the
                         local market.

                         We did not inspect the roof of the center or make a
                         detailed inspection of the mechanical systems. The
                         appraisers, however, are not qualified to render an
                         opinion as to the adequacy or condition of these
                         components. The client is urged to retain an expert in
                         this field if detailed information is needed about the
                         adequacy and condition of mechanical systems.


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Real Property Taxes and Assessments

The subject property is currently assessed for the purpose of taxation by Jefferson Parish for the 1995/1996 tax year, the most recent available. The following information summarizes the current assessments for the subject property.

----------------------------------------------------------------------
                           Current Assessments
----------------------------------------------------------------------
Parcel ID                Land            Improvement          Total
----------------------------------------------------------------------
B-1-A1-1A-D            $1,282,380        $3,598,750        $4,881,130
B-1-A1-1A              $   14,210              --          $   14,210
B-1-A1-1A              $      630              --          $      630
B-1-A1-1A-5D           $   31,500              --          $   31,500
B-1-A1-1A-6D           $   58,660              --          $   58,550
----------------------------------------------------------------------
Total                  $1,387,380        $3,598,750        $4,986,020
======================================================================

1. No parcel number assigned to this property, represents a small strip of land along the subject's eastern boundary.

2. No parcel number assigned to this property, represents a small strip of land between Duncan Street & Duncan Canal.

The preceding assessments are applicable to the mall, underlying land and two remaining outparcels. The anchor tenant stores as well as the five existing out parcels are owned by the respective retailers and as such are separately assessed. Jefferson Parish last underwent a reassessment in 1993. As such the preceding land assessments represent 10% of 1993 fair market value, while the building assessments represent 15% of 1993 fair market value. Properties in Jefferson Parish are reassessed every three years, with a reassessment due for 1996.

The subject property is subject to the taxing jurisdiction of the City of Kenner and Jefferson Parish. The combined tax rate for the two jurisdictions is $97.66 per $1,000 of assessed value as presented in the following table:

----------------------------------------------
               1995 Tax Rates
----------------------------------------------
City of Kenner:                 $23.36
Jefferson Parish:               $74.30
----------------------------------------------
Combined Rate:                  $97.66
----------------------------------------------

Application of this rate to the assessment shown above results in a total tax liability of approximately $486,934. In our analysis we have included a fiscal 1997 tax liability of $500,000 and have projected real estate taxes to increase at an average rate of 3.5 percent per year.


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Zoning

The subject property is designated as Planned Urban Development parcel 2-82 by the City of Kenner. This designation was granted to the subject property on June 17, 1982 per City Ordinance 3239. The designation was granted to allow development of the existing improvements and was based upon specific site plans. The original proposals allowed for expansion of the center including two additional anchor tenant stores and the development of the two remaining outparcels. Our discussions with Zoning officials indicated that any future expansion of the property would be subject to site plan review.

Our review of the zoning files on the subject property did not reveal any mention of specific permitted or prohibited uses, however our discussions with zoning officials indicated that permitted uses for the subject property included most uses traditionally found in a regional shopping center including retail shops, restaurants, theatres, game rooms, and limited office uses.

We are not experts in the interpretation of complex zoning ordinances but the property appears to be a conforming use based on our review of public information. The determination of compliance is beyond the scope of a real estate appraisal.

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 exist.


-53-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Highest and Best Use

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

1. The reasonable and probable use that supports the highest present value of vacant land or improved property, as defined, as of the date of the appraisal.

2. The reasonably probable and legal use of land or sites as though vacant, found to be physically possible, appropriately supported, financially feasible, and that results in the highest present land value.

3. The most profitable use.

We evaluated the site's highest and best use both as currently improved and as if vacant. The highest and best use of this land must meet four criteria. The use must be (1) physically possible, (2) legally permissible, (3) financially feasible, and (4) maximally productive.

As Vacant

The first test is what is physically possible. As discussed in the "Property Description", the site's size, soil, and topography do not physically limit its use. A 80+/- acre site is large enough to accommodate almost all uses, including office, retail, hotel, residential, or manufacturing. Development of the site does not appear to be negatively impacted by soil conditions, nor by topographical features. The site has fair-to-good visibility and accessibility, by virtue of the infrastructure system serving it. Its physical location in proximity to an interstate interchange strongly supports its regional accessibility.

The second test concerns permitted uses. The subject property is designated as PUD 2-82, which was granted specifically for the development of the existing improvements. Prior to the PUD overlay, the subject property was located in the R-1, single-family residential district. Our discussions with the City of Kenner Zoning officials indicated that if the site were vacant today, a commercial designation for the site would be likely. Under this premise, the most obvious use would be for retail.

The third and fourth tests are, respectively, what is feasible and what will produce the highest net return. As indicted in the Regional, Neighborhood, and Trade Area Analyses within this report, the subject property is located in a good suburban location in a major metropolitan area. The area is characterized by macro economic conditions that, while having suffered during the most recent recession, have begun a modest recovery. The retail market has not been as negatively impacted by the over-building and concessions which have plagued other commercial markets. In addition, we see no significant changes in the local demographics which might threaten the economic viability of the subject site. The subject property, along with Lakeside Plaza and to a lesser extent Clearview Plaza service a trade area which encompasses over 170,000 persons with an effective buying income of over $20.9 billion. The development of the new center in Baton Rouge will limit the subject's penetration to the west, however a sufficient market share will still exist to support large scale retail development on the subject site.

It is therefore our opinion that the highest and best use of the subject site as if vacant, is for large scale retail development.


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Highest and Best Use

As Improved

The first constraint imposed on the possible use of the site is dictated by the physical aspects of the parcel itself. As noted in our Property Description section of the report, the mall site is of sufficient size to accommodate not only the existing improvements, but also an expansion with a fourth and fifth department store. It is generally level, paved and has all necessary utilities available. Furthermore, the soil and topography do not physically limit its use. The site has good visibility and excellent accessibility by virtue of the extensive infrastructure system serving it. Its physical location proximate to a good highway system as well as an interstate interchange strongly supports its regional accessibility and concurrently, its use as a destination center. The existing improvements display a two-level, regional mall whose design and layout is considered to be quite conducive to a retail utilization.

Finally, compatibility with existing neighboring uses is also an important consideration. In the case of the subject, the mall has acted as a catalyst for growth that has transformed the area into a retail hub. With all of this in mind, we are of the opinion that the current use of the site is physically possible.

Legal restrictions, as they apply to the subject property, are private restrictions and the public restrictions of zoning. As noted, there are no private restrictions which are known to adversely affect the utilization of the site, and the property complies with all of the zoning requirements as established by the City of Kenner. Furthermore, we are not aware of any environmental controls which may impact the property. Finally, it is recognized that the property has received all permits and has been in operation as a retail use for a number of years. As such, the existing leases which are in place dictate a retail use for the property. Thus, retail utilization of the property is a permissible use.

After analyzing the physically possible and legally permissible aspects of the property, the highest and best use must be considered in light of financial feasibility and maximum productivity. For a potential use to be seriously considered, it must have the potential to provide a sufficient return to attract investment capital over alternative forms of investment. A positive net income or acceptable rate of return would indicate that a use is financially feasible.

As discussed in the various "Locational" and "Retail Market" sections of this report, The Esplanade is considered to be one of the principal shopping destinations for a substantial trade area. In the Income Approach to the valuation of the subject property, we have provided a detailed analysis of the subject's anticipated revenue producing ability as a shopping center. These projections have relied upon certain market based assumptions that, in our opinion, closely mirror the subject's position in the marketplace. Accordingly, we find that the property, under the concept of continued use, will produce a sufficient income stream to an investor. A conversion to an alternative use would not be economically justifiable and, as a result, fail the test of financial feasibility and maximum productivity. In our opinion, no other use of the site would provide as great a return. Therefore, we have concluded that the highest and best use of the site as improved is its continued retail use.


-55-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Valuation Process

Appraisers typically use three approaches in valuing real property: The Cost Approach, the Income Approach and the Sales Comparison Approach. The type and age of the property and the quantity and quality of data affect the applicability of each approach in a specific appraisal situation.

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.


-56-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

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.


-57-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Sales Comparison Approach

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

Over the past 18 months we have seen real estate investment return to favor as an important part of many 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 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.

o 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.


-58-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Sales Comparison Approach

4. Dense Marketplace - Several of the institutional investors favor markets of 300,000 to 500,000 people (at least 150,000 households) 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.


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Sales Comparison Approach

Regional Mall Property Sales

Evidence has shown that mall property sales which include anchor stores have lowered the square foot unit prices for some comparables, and have affected investor perceptions. In our discussions with major shopping center owners and investors, we learned that capitalization rates and underwriting criteria have become more sensitive to the contemporary issues affecting department store anchors. Traditionally, department stores have been an integral component of a successful shopping center and, therefore, of similar investment quality if they were performing satisfactorily.

During the 1980s a number of acquisitions, hostile takeovers and restructurings occurred in the department store industry which changed the playing field forever. Weighted down by intolerable debt, combined with a slumping economy and a shift in shopping patterns, the end of the decade was marked by a number of bankruptcy filings unsurpassed in the industry's history. Evidence of further weakening continued into 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 one 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 credit worthiness of the mall shops. With an increase in bankruptcies, store closures and consolidations, we see investors looking more closely at the strength and vulnerabilities of the in-line shops. As a result, there has been a marked trend of increasing capitalization rates.

Cushman & Wakefield has extensively tracked regional mall transaction activity for several years. 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.


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====================================================================================================================================
REGIONAL MALL SALES                                                                                                             1994
1994 Transaction Chart
Cushman & Wakefield, Inc.
------------------------------------------------------------------------------------------------------------------------------------
Sale                               Sale       Year                       Total         Sold          Shop           Shop      Occu-
No.    Property/Location           Date      Built     Sale Price         GLA           GLA           GLA          Ratio      pancy
====================================================================================================================================
94- 1  Independence Center        Dec-94     1974/     $53,400,000      863,986       392,524       392,524        45.4%      84.0%
(1)    Independence, MO                        88
------------------------------------------------------------------------------------------------------------------------------------
94- 2  Biltmore Fashion Park      Dec-94     1963/    $110,000,000      554,503       372,000       219,000        39.5%      97.0%
(2)    Phoenix, Arizona                        92
------------------------------------------------------------------------------------------------------------------------------------
94- 3  Confidential               Dec-94     1981/    $108,000,000     1,123,580      333,468       333,468        29.7%      95.0%
       Major Southwest MSA                     93
------------------------------------------------------------------------------------------------------------------------------------
94- 4  CPI Portfolio              Dec-94              $151,500,000     2,110,051    1,142,386       750,436        35.6%      90.0%
(3)    1) Orange Park Mall                   1975
          Orange Park, Florida                91
       2) University Mall                    1974/
          Pensacola, Florida                  90
       3) Broadway Square Mall               1975/
          Tyler, Texas                        89
------------------------------------------------------------------------------------------------------------------------------------
94- 5  Fashion Valley Center      Nov-94     1969/    $128,500,000     1,370,262      518,900       373,725        27.3%      91.0%
       San Diego, California                 81/84
------------------------------------------------------------------------------------------------------------------------------------
94- 6  Mall of the Americas       Oct-94     1970/     $76,200,000       678,000      678,000       225,000        33.2%      98.5%
       Miami, Florida                         93+
------------------------------------------------------------------------------------------------------------------------------------
94- 7  Corte Madera T.C.          Sep-94     1958/     $70,500,000       425,572      425,572       237,453        55.8%      93.5%
(4)    Marin County, California                85
------------------------------------------------------------------------------------------------------------------------------------
94- 8  Layton Hills Mall          Sep-94     1980/     $51,375,000       710,030      620,030       399,001        56.2%      94.0%
       Layton, Utah                            91
------------------------------------------------------------------------------------------------------------------------------------
94- 9  North Shore Square         Jul-94     1985      $34,150,000       624,000      358,709       178,326        28.6%      94.0%
       Slidell, Louisiana
------------------------------------------------------------------------------------------------------------------------------------
94- 10 Chesterfield T.C.          Jun-94     1986/     $93,600,000       605,161      605,161       291,744        48.2%      95.0%
(5)    Richmond, Virgina                     87/89
------------------------------------------------------------------------------------------------------------------------------------
94- 11 Waterside Shops            Jun-94     1992      $65,500,000       250,000      250,000       173,930        69.6%      99.0%
       Naples, Florida
------------------------------------------------------------------------------------------------------------------------------------
94- 12 Crossroads Mall            Apr-94     1974      $51,500,000     1,114,720      378,704       378,704        34.0%      95.0%
       Oklahoma City, Oklahoma
------------------------------------------------------------------------------------------------------------------------------------
94- 13 Riverchase Galleria        Feb-94     1986     $175,000,000     1,251,142      462,612       350,504        28.0%      95.0%
       Hoover, Alabama
------------------------------------------------------------------------------------------------------------------------------------
94- 14 Stratford Square Mall      Jan-94     1981/    $119,000,000     1,294,682      493,404       493,404        38.1%      98.5%
       Bloomingdale, Illinois                88/91
====================================================================================================================================
       Survey Low                                      $34,150,000       250,000       250,000     $173,930        27.3%      84.0%
       Survey High                                    $175,000,000     2,110,051     1,142,386     $750,436        69.6%      99.0%
------------------------------------------------------------------------------------------------------------------------------------
       Survey Mean:                                    $92,016,071       926,835       502,248      342,659        40.6%      94.3%
====================================================================================================================================


====================================================================================================================================
                                                                      Capitalization Rates           Unit Price Comparison
                                                                      --------------------           ---------------------
Sale                                   Shop                           Going-In    Terminal           Price/GLA  Price/Mall    Sales
No.    Property/Location             Sales/sf       NOI      NOI/sf      OAR       OAR      IRR    Purchased   Shop GLA   Multiple
====================================================================================================================================
94- 1  Independence Center             $200     $4,592,000   $11.70     8.60%          --        --    $136        $136       0.68
(1)    Independence, MO
------------------------------------------------------------------------------------------------------------------------------------
94- 2  Biltmore Fashion Park           $380     $8,600,000   $23.12     7.82%          --        --    $296        $502       1.32
(2)    Phoenix, Arizona
------------------------------------------------------------------------------------------------------------------------------------
94- 3  Confidential                    $300     $7,538,400   $22.61     6.98%       7.25%    10.70%    $324        $324       1.08
       Major Southwest MSA
------------------------------------------------------------------------------------------------------------------------------------
94- 4  CPI Portfolio                   $250     $13,350,000  $11.69     8.81%          --        --    $133        $202       0.81
(3)    1) Orange Park Mall
          Orange Park, Florida
       2) University Mall
          Pensacola, Florida
       3) Broadway Square Mall
          Tyler, Texas
------------------------------------------------------------------------------------------------------------------------------------
94- 5  Fashion Valley Center           $325     $9,637,500   $18.57     7.50%       8.00%    11.00%    $248        $344       1.06
       San Diego, California
------------------------------------------------------------------------------------------------------------------------------------
94- 6  Mall of the Americas            $325     $6,706,000    $9.89     8.80%          --    11.80%    $112        $339       1.04
       Miami, Florida
------------------------------------------------------------------------------------------------------------------------------------
94- 7  Corte Madera T.C.               $325     $5,900,000   $13.86     8.37%       9.00%    11.00%    $166        $297       0.91
(4)    Marin County, California
------------------------------------------------------------------------------------------------------------------------------------
94- 8  Layton Hills Mall               $226     $4,730,000    $7.63     9.21%          --        --     $83        $129       0.57
       Layton, Utah
------------------------------------------------------------------------------------------------------------------------------------
94- 9  North Shore Square              $218     $3,073,000    $8.57     9.00%          --        --     $95        $192       0.88
       Slidell, Louisiana
------------------------------------------------------------------------------------------------------------------------------------
94- 10 Chesterfield T.C.               $290     $8,424,000   $13.92     9.00%          --        --    $155        $321       1.11
(5)    Richmond, Virgina
------------------------------------------------------------------------------------------------------------------------------------
94- 11 Waterside Shops                 $400     $5,043,500   $20.17     7.70%          --        --    $262        $377       0.94
       Naples, Florida
------------------------------------------------------------------------------------------------------------------------------------
94- 12 Crossroads Mall                 $189     $5,300,000   $14.00    10.29%          --        --    $136        $136       0.72
       Oklahoma City, Oklahoma
------------------------------------------------------------------------------------------------------------------------------------
94- 13 Riverchase Galleria             $350    $13,295,000   $28.74     7.60%          --    11.50%    $378        $499       1.43
       Hoover, Alabama
------------------------------------------------------------------------------------------------------------------------------------
94- 14 Stratford Square Mall           $260     $8,962,500   $18.16     7.53%       8.25%    11.00%    $241        $241       0.93
       Bloomingdale, Illinois
====================================================================================================================================
       Survey Low                      $189     $3,073,000    $7.63     6.98%       7.25%    10.70%     $83        $129       0.57

       Survey High                     $400    $13,350,000   $28.74    10.29%       9.00%    11.80%    $378        $502       1.43
------------------------------------------------------------------------------------------------------------------------------------
       Survey Mean:                    $288     $7,510,850   $15.90     8.37%       8.13%    11.17%    $197        $288       0.96
====================================================================================================================================

----------------
(1) Inclusive of $2.4 million held back for deferred maintenance
(2) Inclusive of partnership units.
(3) Net of allocation to excess land.
(4) Sale includes 75.712 square foot professional building.
(5) Adjusted to reflect 100% interest.
====================================================================================================================================

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Sales Comparison Approach

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.

o 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.

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

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

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


-61-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

=================================================================================================================================
REGIONAL MALL SALES                                                                                                         1995
1995 Transaction Chart
Cushman & Wakefield, Inc.

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

 Sale                         Sale       Year                         Total           Sold           Shop     Shop    Occu-
  No  Property/Location       Date       Built      Sale Price         GLA            GLA             GLA     Ratio   pancy
=================================================================================================================================
95-1  Natick Mall            Dec-95      1994     $265,000,000      1,160,733        646,733        436,733   37.6%   99.0%
      Natick, MA                       (redevel.)
---------------------------------------------------------------------------------------------------------------------------------
95-2  Smith Haven Mall       Dec-95      1969/    $221,000,000      1,351,913        813,786        505,626   37.4%   93.0%
      Lake Grove, NY                      86
---------------------------------------------------------------------------------------------------------------------------------
95-3  Capitola Mall          Dec-95      1977/     $52,500,000        577,396        577,396        197,396   34.2%   92.0%
(1)   Capitola, CA                         88
---------------------------------------------------------------------------------------------------------------------------------
95-4  Centre at Salisbury    Aug-95      1990      $78,000,000        884,825        744,825        278,915   31.5%   89.0%
      Salisbury, MD
---------------------------------------------------------------------------------------------------------------------------------
95-5  Piedmont Mall          Jul-95      1983/     $39,000,000        534,135        409,135        188,049   35.2%     --
      Danville, VA                        84
---------------------------------------------------------------------------------------------------------------------------------
95-6  River Oaks Center      Jul-95      1978      $26,200,000        574,657        493,791        219,099   38.1%     --
      Decatur, AL
---------------------------------------------------------------------------------------------------------------------------------
95-7  Columbia Mall          Jul-95      1998      $27,650,000        351,364        351,364        128,024   36.4%   96.0%
      Bloomsberg, PA
---------------------------------------------------------------------------------------------------------------------------------
95-8  Hot Springs Mall       Jun-95      1982      $22,775,000        389,914        318,033        156,000   40.0%   83.0%
      Hot Springs, AR
---------------------------------------------------------------------------------------------------------------------------------
95-9  Westgate Mall          May-95      1960/     $43,000,000        649,185        448,268        253,993   39.1%   77.9%
      San Jose, CA                        89
---------------------------------------------------------------------------------------------------------------------------------
95-10 Silver City Galleria   Apr-95      1992     $159,106,000      1,005,595        749,595        349,107   34.7%   96.0%
      East Taunton, MA
---------------------------------------------------------------------------------------------------------------------------------
95-11 Westgate Mall          Apr-95      1975      $25,300,000        768,000        449,974        272,630   35.5%   85.0%
      Spartanburg, SC
---------------------------------------------------------------------------------------------------------------------------------
95-12 Hanover Mall           Jan-95     1971/      $38,000,000        649,130        649,130        298,531   46.0%   90.0%
      Hanover, MA                        93
---------------------------------------------------------------------------------------------------------------------------------
95-13 Greenbrier Mall        Jan-95     1981       $84,700,000        774,201        594,201        318,595   41.2%   96.0%
      Chesapeake, VA
---------------------------------------------------------------------------------------------------------------------------------
95-14 Galleria at Tyler      Jan-95     1970/     $123,750,000      1,044,536        431,640        411,640   39.4%   86.0%
(2)   Riverside, CA                       91
=================================================================================================================================

        Survey Low:                                $22,775,000        351,364        318,033        128,024   31.5%   77.9%
        Survey High:                              $265,000,000      1,351,913        813,786        505,626   46.0%   99.0%
---------------------------------------------------------------------------------------------------------------------------------
        Survey Mean:                               $86,141,500        765,399        548,419        286,738   37.6%   90.2%
=================================================================================================================================

---------------------------------------------------------------------------------------------------------------------------------
                                                               Capitalization Rates            Unit Rate     Comparison
 Sale                            Shop                          Going-in  Terminal              Price/GLA     Price/Mall  Sales
  No  Property/Location         Sales/sf     NOI        NOI/sf    OAR      OAR    IRR          Purchased      Shop GLA  Multiple
=================================================================================================================================
95-1  Natick Mall                $416    $21,311,000   $32.95    8.04%   8.00%   10.75%           $410           $607    1.46
      Natick, MA
--------------------------------------------------------------------------------------------------------------------------------
95-2  Smith Haven Mall           $420   $165,000,000   $20.28    7.47%     --       --            $272           $437    1.04
      Lake Grove, NY
--------------------------------------------------------------------------------------------------------------------------------
95-3  Capitola Mall              $262     $4,987,500    $8.64    9.50%     --       --             $91           $266    1.02
(1)   Capitola, CA
--------------------------------------------------------------------------------------------------------------------------------
95-4  Centre at Salisbury        $257     $7,020,000    $9.43    9.00%     --       --            $105           $280    1.09
      Salisbury, MD
--------------------------------------------------------------------------------------------------------------------------------
95-5  Piedmont Mall              $250     $3,600,000    $8.80    9.23%     --       --             $95           $207    0.83
      Danville, VA
--------------------------------------------------------------------------------------------------------------------------------
95-6  River Oaks Center          $200     $2,908,200    $5.89   11.10%     --       --             $53           $120    0.60
      Decatur, AL
--------------------------------------------------------------------------------------------------------------------------------
95-7  Columbia Mall              $165     $2,958,500    $8.42   10.70%     --       --             $79           $216    1.31
      Bloomsberg, PA
--------------------------------------------------------------------------------------------------------------------------------
95-8  Hot Springs Mall           $240     $2,277,500    $7.16   10.00%     --       --             $72           $146    0.61
      Hot Springs, AR
--------------------------------------------------------------------------------------------------------------------------------
95-9  Westgate Mall              $191     $4,096,457    $9.14    9.53%     --       --             $96           $169    0.89
      San Jose, CA
--------------------------------------------------------------------------------------------------------------------------------
95-10 Silver City Galleria       $290    $13,219,000   $17.63    8.31%   8.00%   11.00%           $212           $456    1.57
      East Taunton, MA
--------------------------------------------------------------------------------------------------------------------------------
95-11 Westgate Mall              $240     $2,403,500    $5.34    9.50%     --       --             $56            $93    0.39
      Spartanburg, SC
--------------------------------------------------------------------------------------------------------------------------------
95-12 Hanover Mall               $204     $3,811,400    $5.87   10.03%     --       --             $59           $127    0.62
      Hanover, MA
--------------------------------------------------------------------------------------------------------------------------------
95-13 Greenbrier Mall            $250     $6,600,000   $11.11    7.79%   8.00%   11.50%           $143           $266    1.06
      Chesapeake, VA
--------------------------------------------------------------------------------------------------------------------------------
95-14 Galleria at Tyler          $244     $9,600,000   $22.24    7.76%   8.00%   10.50%           $287           $301    1.23
(2)   Riverside, CA
=================================================================================================================================

        Survey Low:              $165     $2,277,500    $5.34    7.47%   8.00%   10.50%            $53            $93    0.39
        Survey High:             $420    $21,311,000   $32.95   11.10%   8.00%   11.50%           $410           $607    1.57
--------------------------------------------------------------------------------------------------------------------------------
        Survey Mean:             $259     $7,235,218   $12.35    9.14%   8.00%   10.94%           $145           $264    0.98
=================================================================================================================================


(1) Cash equivalent price
(2) Net of allocation for excess land Sale includes cinema.

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Sales Comparison Approach

o Cushman & Wakefield has researched 14 mall transactions which have occurred during 1995. 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. Characteristic 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 over the ensuing year.

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 Year   Unit Rate Range*        Mean       Sales 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
--------------------------------------------------------------------------------------------------------------------


-62-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Sales Comparison Approach

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. It is noted that in 1995 there were no 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.         Rae         Per SF
-----------------------------------------------------------------------------------------------------
91- 3      $156      $11.30       92- 1     $258      $20.24        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
======================================================================================================


-63-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Sales Comparison Approach


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
--------------------------------------------------------------------------------
  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.


-64-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Sales Comparison Approach

Because the subject is theoretically selling both only mall shop GLA and owned department stores (Dillard's Mens Shop), we will look at the recent sales involving both types in Chart B more closely. As a basis for comparison, we will analyze the subject based upon projected NOI. The NOI has been projected to be $17.55 per square foot in the first full year of stabilized occupancy (FY 1997), based upon 413,015+/- 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 $17.55 per square foot, the subject is slightly higher than the average established by 14 regional malls which sold in 1995.

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 Year      Mean NOI        Subject Forecast     Subject Ratio
------------------------------------------------------------------
    1991         $14.25             $17.55              123.16%
------------------------------------------------------------------
    1992         $16.01             $17.55              109.62%
------------------------------------------------------------------
    1993         $15.51             $17.55              113.15%
------------------------------------------------------------------
    1994         $15.62             $17.55              112.36%
------------------------------------------------------------------
    1995         $12.35             $17.55              142.11%
------------------------------------------------------------------

With first year NOI forecasted at approximately 110 to 142 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 (1995). 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


-65-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Sales Comparison Approach


Net Income Multiplier Calculation

                                              Net Income
 Sale No.      NOI/SF        Price/SF         Multiplier
---------------------------------------------------------
  95- 1        $32.95         $410             12.44
---------------------------------------------------------
  95- 2        $20.28         $272             13.41
---------------------------------------------------------
  95- 3        $ 8.64         $ 91             10.53
---------------------------------------------------------
  95- 4        $ 9.43         $105             11.13
---------------------------------------------------------
  95- 5        $ 8.80         $ 95             10.80
---------------------------------------------------------
  95- 6        $ 5.89         $ 53              9.00
---------------------------------------------------------
  95- 7        $ 8.42         $ 79              9.38
---------------------------------------------------------
  95- 8        $ 7.16         $ 72             10.06
---------------------------------------------------------
  95- 9        $ 9.14         $ 96             10.50
---------------------------------------------------------
  95-10        $17.63         $212             12.02
---------------------------------------------------------
  95-11        $ 5.34         $ 56             10.49
---------------------------------------------------------
  95-12        $ 5.87         $ 59             10.05
---------------------------------------------------------
  95-13        $11.11         $143             12.87
---------------------------------------------------------
  95-14        $22.24         $287             12.90
=========================================================
  Mean         $12.35         $145             11.11
=========================================================

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 for the first year of stabilized occupancy, as detailed in the "Income Approach" section of this report.

---------------------------------------------------------
             Adjusted Unit Rate Summary
---------------------------------------------------------
              Subject       Net Income    Indicated Price
Sale No.       NOI/SF       Multiplier         $/SF
---------------------------------------------------------
  95- 1        $17.55         12.44            $218
---------------------------------------------------------
  95- 2        $17.55         13.41            $235
---------------------------------------------------------
  95- 3        $17.55         10.53            $185
---------------------------------------------------------
  95- 4        $17.55         11.13            $195
---------------------------------------------------------
  95- 5        $17.55         10.80            $190
---------------------------------------------------------
  95- 6        $17.55          9.00            $158
---------------------------------------------------------
  95- 7        $17.55          9.38            $165
---------------------------------------------------------
  95- 8        $17.55         10.06            $177
---------------------------------------------------------
  95- 9        $17.55         10.50            $184
---------------------------------------------------------
  95-10        $17.55         12.02            $211
---------------------------------------------------------
  95-11        $17.55         10.49            $184
---------------------------------------------------------
  95-12        $17.55         10.05            $176
---------------------------------------------------------
  95-13        $17.55         12.87            $226
---------------------------------------------------------
  95-14        $17.55         12.90            $226
=========================================================
  Mean         $17.55         11.11            $195
=========================================================

From the process above, we see that the indicated net income multipliers range from 9.00 to 13.41 with a mean of 11.11. The adjusted unit rates range from $158 to $235 per square foot of owned GLA with a mean of $195 per square foot.


-66-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Sales Comparison Approach

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

The subject property is well positioned within a major metropolitan area. The property competes directly with Lakeside Shopping Center within its primary trade area but faces limited secondary competition. Future addition to the existing inventory will be limited by the lack of available land for development. However the proposed center in Baton Rouge will impact the subject, limiting its draw from the west. The subject property contains a total G~LA of 910,555 square feet including three anchor tenant stores, which are owned by their respective retailers. The property was constructed in 1985 and has been maintained in good condition. Since its construction the property has maintained strong occupancy levels (80 - 90%) and achieved sales in excess of $260 per square foot.

Considering the preceding factors, we believe that a unit rate range of $190 to $200 per square foot is appropriate. Applying this unit rate range to 413,015+/- square feet of owned GLA results in a value of approximately $78.5 million to $82.6 million for the subject as presented below:

 413,015 SF                    413,015 SF
x      $190                   x      $200
-----------                   -----------

$78,472,850 $82,603,000

Rounded Value Estimate - Market Sales Unit Rate Comparison $78,500,000 to $82,600,000


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

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 a property which is operating at a stabilized level. In the case of the subject, operations are considered to be reasonable close to stabilization. Thus, the direct capitalization method will provide additional support in 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 the subject, we have utilized a 10-year holding period for the investment with the cash flow analysis commencing on June 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 assets performance and benefit from its continued lease-up, but short enough to reasonably estimate the expected income and expenses of the real estate.


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Income Approach

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

By forecasting the anticipated income stream and discounting future value at reversion 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 the subject 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 a reasonable period of time to achieve stabilized occupancy of the existing property and make all necessary improvements for marketability (if necessary);

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, leasing commissions and any extraordinary expenses 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.


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Income Approach

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. In the initial year of the investment, FY1997, it is projected that the subject property will generate approximately $11,794,604 in potential gross revenues, equivalent to $28.56 per square foot of total appraised GLA of 413,015 square feet. These forecasted revenues may be allocated to the following components:


The Esplanade Revenue Summary Initial Year of Investment - Fiscal 1997

 Revenue Component            Amount       Unit       Income
                                           Rate        Ratio
 -----------------------------------------------------------
 Minimum Rent              $7,053,887     $17.08      59.81%
 Overage Rent              $  244,662     $ 0.59       2.07%
 Expense Recoveries        $4,470,742     $10.82      37.90%
 Miscellaneous                $25.313      $0.06       0.21%
 -----------------------------------------------------------
 Total                    $11,794,604     $28.56     100.00%
-----------------------------------------------------------

*Reflects total owned GLA of 413,015 SF, figure may not add due to rounding.

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.

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 centers 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 base rent obligations of the one leased anchor store and mall tenant revenues consisting of all in-line mall shops (As a sub-category of in-line shop rents, we have segregated food court revenues).


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Income Approach

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 their trade area. Consequently, the best measure of minimum rental income is its actual rent roll leasing schedule.

As such, our analysis of recently negotiated leases for new and relocation tenants at the subject provides important insight into perceived market rent levels for the mall. Inasmuch as a tenant's ability to pay rent is based upon expected sales achievement, the level of negotiated rents is directly related to the individual tenant's perception of their expected performance at the mall.

Mall Shops

Rent from all mall tenants comprises the majority of minimum rent. Aggregate rent from these tenants is forecasted to be $6,876,237, or $18.77 per square foot. Minimum rent may be allocated to the following components:

------------------------------------------------------------------------------
                                 The Esplanade
                            Minimum Rent Allocation
                              Interior Mall Shops
------------------------------------------------------------------------------
                     FY97 Revenue          Applicable GLA*     Unit Rate (SF)
------------------------------------------------------------------------------
  Mall Shops          $6,496,140              357,829 SF         $ 18.15
------------------------------------------------------------------------------
  Food Court          $  382,997                8,586 SF         $ 44.61
------------------------------------------------------------------------------
  Total               $6,876,237              366,415 SF         $ 18.77
==============================================================================

* 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. In the initial step of our analysis, we will look at the actual achieved rents involving leased space only.

The following table presents an analysis of minimum rent levels achieved within the subject property for in-line space as of the date of the appraisal. The revenues reflect leased in-line mall shop spaces including major tenants (over 10,000 square feet) and exclude kiosks, food court and department stores (these tenant types are treated separately in a subsequent section of this report). Note that these are achieved rents for all leases in place as of this analysis.


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

                                                                 Income Approach
================================================================================

       ------------------------------------------------------------------
                            Current Rent Achievements
       ------------------------------------------------------------------
                 Tenant                 Achieved     Applicable     Rent
              Classification              Rent          GLA         PSF
       ------------------------------------------------------------------
        0 - 750 SF                      $221,255         4,299    $51.47
        751 -1,200 SF                   $597,252        17,445    $34.24
        1,201 - 2,000 SF                $904,864        32,666    $27.70
        2,001 - 3,500 SF              $1,420,320        71,868    $19.76
        3,501 - 5,000 SF                $806,907        41,670    $19.36
        5,000 - 1 0,000 SF            $1,506,052        79,020    $19.06
        10,001 & above                  $674,584        36,167    $18.65
       ------------------------------------------------------------------
        Average Center                $6,131,234        283,135   $21.65
       ==================================================================

From the chart, we would expect to see a general pattern of an inverse relationship between suite size and rent per square foot. That is, as the suite size increases, the average unit base rent achieved declines. Overall, for the 283,135 square feet of in-line shop tenants surveyed, the average attained base rent for the mall is shown to be $21.65 per square foot. The objective here is to demonstrate a reasonably quantifiable pattern between suite size and rent per square foot. As such, a declining rent per square foot trend relative to suite size is generally evidenced. Category 1 (less than 750 square feet) shows an average of $51.47 per square foot, while Category 7 (greater than 10,000 square feet) shows an average of $18.65 per square foot.

These leases transactions support the assumption that, typically, there is an inverse correlation between unit rates and the amount of space being leased, and they reflect average rates. We recognize that, in practice, there are unit rate graduations within the tenant categories based on such attributes as location within the center/building, unit frontage and depth, tenant type and credit worthiness, concessions, tenant allowances, etc. However, as the tenant mix and configuration may not be fixed over time, it is more appropriate to estimate what the average base rental levels paid at the property would be for the different tenant categories.

From reviewing the rent schedule, we found that lease terms typically range from five to twenty years, with ten year leases being most typical. We also found that most leases carry one or more steps in rent over the lease term.

Market Comparisons - Occupancy Cost Ratios

In further support of developing a forecast for market rent levels, we have undertaken a comparison of minimum rent to projected sales and total occupancy costs to sales ratios. Generally, our research and experience with other regional malls shows that the ratio of minimum rent to sales falls within the 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.


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Income Approach

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. Obviously, the opposite would be true for poorer performing centers in that tenants would be squeezed by the thin margins related to below average sales. With fixed expenses accounting for a significant portion of the tenants' contractual obligation, there would be little room left for base rent.

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


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

====================================================================================================================================
OCCUPANCY COST ANALYSIS/COMPARISON
Cushman & Wakefield, Inc.
====================================================================================================================================
                                    Budget     Year    No.    Total     Shop      Avg.    Rec-        Avg.  Rent-   Total
No.       Area Location        State Year     Built  Stories   GLA       GLA      Rent   overies      Sales Sales    Cost   Location
====================================================================================================================================
** ULI - Super-Regional Malls   US   1995      --      --     999,544   342,260  $16.30    $8.72    $203.09  8.0%   12.3%
------------------------------------------------------------------------------------------------------------------------------------
** ULI - Regional Malls         US   1995      --      --     582,893   261,553  $12.05    $5.82    $176.16  6.8%   10.1%
------------------------------------------------------------------------------------------------------------------------------------
** ICSC-All Enclosed Malls      US   1995      --      --     582,893   261,553  $12.05    $5.82    $176.16  6.8%   10.1%
------------------------------------------------------------------------------------------------------------------------------------
** ISCS-Malls > 1,000,000sf     US   1995      --      --   1,206,874   407,060  $20.01   $12.57    $271.64  7.4%   12.0%
====================================================================================================================================
 1 Saratoga County MSA          NY   1995  1990/91/93   1     656,501   256,668  $15.79   $15.54    $194.00  8.1%   16.1%   Suburban
------------------------------------------------------------------------------------------------------------------------------------
 2 Syracuse MSA                 NY   1995    1954/96    2   1,035,525   410,818  $17.00   $12.90    $208.00  8.2%   14.4%   Suburban
------------------------------------------------------------------------------------------------------------------------------------
 3 Syracuse MSA                 NY   1995    1988/94    1     776,571   311,557  $17.00   $12.12    $198.00  8.6%   14.7%   Suburban
------------------------------------------------------------------------------------------------------------------------------------
 4 Rochester MSA                NY   1995    1967/93    2   1,533,574   495,040  $18.00   $13.03    $247.00  7.3%   12.6%   Suburban
------------------------------------------------------------------------------------------------------------------------------------
 5 Jefferson County MSA         NY   1995    1986/93    1     635,765   209,873  $21.96   $15.89    $231.00  9.5%   16.4%   Suburban
------------------------------------------------------------------------------------------------------------------------------------
 6 Buffalo MSA                  NY   1996    1985/89    1     753,105   285,771  $19.67   $14.83    $250.00  7.9%   13.8%   Suburban
------------------------------------------------------------------------------------------------------------------------------------
 7 White Plains MSA             NY   1995    1980/93    4     882,689   326,774  $34.00   $25.31    $380.00  8.9%   15.6%   Urban
------------------------------------------------------------------------------------------------------------------------------------
 8 Fairfield County MSA         CT   1995    1986/91    2   1,270,146   499,868  $32.00   $17.20    $425.00  7.5%   11.6%   Suburban
------------------------------------------------------------------------------------------------------------------------------------
 9 Meriden MSA                  CT   1994    1971/94    2     711,626   292,877  $27.00  $142.00    $333.00  8.1%   12.4%   Suburban
------------------------------------------------------------------------------------------------------------------------------------
10 Worcester County MSA         MA   1996    1971/87    1     445,875   182,372  $22.36   $14.93    $288.00  7.8%   12.9%   Suburban
------------------------------------------------------------------------------------------------------------------------------------
11 Boston MSA                   MA   1995    1980/93    1     322,120   155,080  $18.50   $17.40    $208.00  8.9%   17.3%   Urban
------------------------------------------------------------------------------------------------------------------------------------
12 Bristol County MSA           MA   1995     1992      2   1,005,595   349,107  $21.50   $22.09    $280.00  7.7%   15.6%   Suburban
------------------------------------------------------------------------------------------------------------------------------------
13 Bristol County MSA           MA   1995    1987/89    2     967,363   374,630  $31.00   $21.71    $404.00  7.7%   13.0%   Suburban
------------------------------------------------------------------------------------------------------------------------------------
14 Essex County MSA             MA   1995    1993/94    2     863,344   329,065  $36.95   $11.27    $350.00 10.6%   13.6%   Suburban
------------------------------------------------------------------------------------------------------------------------------------
15 Kingston MSA                 MA   1994    1989/92    1     771,007   295,562  $18.44   $14.32    $211.00  8.7%   15.5%   Suburban
------------------------------------------------------------------------------------------------------------------------------------
16 Burlington MSA               VT   1995  1979/89/92   1     490,424   185,398  $23.00    $9.51    $294.00  7.8%   11.1%   Suburban
------------------------------------------------------------------------------------------------------------------------------------
17 Bucks County MSA             PA   1995    1968/75    1     348,309   305,212  $19.35   $10.00    $239.00  8.1%   12.3%   Suburban
------------------------------------------------------------------------------------------------------------------------------------
18 Monmouth County MSA          NJ   1994  1990/91/94   2   1,153,396   525,741  $31.00   $15.70    $338.00  9.2%   13.8%   Suburban
------------------------------------------------------------------------------------------------------------------------------------
19 Westminster MSA              MD   1995    1987/94    1     524,964   193,557  $16.74   $17.93    $228.00  7.3%   15.2%   Suburban
------------------------------------------------------------------------------------------------------------------------------------
20 Washington-Baltimore         MD   1995    1979/93    2     661,639   245,217  $22.10   $19.86    $285.00  7.8%   14.7%   Suburban
------------------------------------------------------------------------------------------------------------------------------------
21 Baltimore MSA                MD   1995    1956/91    1     863,376   242,376  $19.87   $14.93    $214.00  9.3%   16.3%   Suburban
------------------------------------------------------------------------------------------------------------------------------------
22 Prince William Cty, MSA      VA   1995    1972/96    1     716,796   278,494  $21.50   $15.11    $236.00  9.1%   15.5%   Suburban
------------------------------------------------------------------------------------------------------------------------------------
23 Arlington MSA                VA   1994     1986      4     491,057   222,800  $28.00   $12.98    $300.00  9.3%   13.7%   Urban
------------------------------------------------------------------------------------------------------------------------------------
24 Bloomingdale MSA             IL   1995  1981/88/91   2   1,292,186   427,609  $21.84   $10.37    $250.00  8.7%   12.9%   Suburban
------------------------------------------------------------------------------------------------------------------------------------
25 Minneapolis MSA              MN   1995    1962/94    1     982,228   201,561  $21.00   $22.51    $262.00  8.0%   16.6%   Suburban
------------------------------------------------------------------------------------------------------------------------------------
26 Genesee County MSA           MI   1995    1980/93    1     451,036   230,625  $16.00    $9.01    $219.00  7.3%   11.4%   Suburban
------------------------------------------------------------------------------------------------------------------------------------
27 Indianapolis MSA             IN   1995    1968/87    1   1,239,059   260,359  $22.43    $9.00    $235.00  9.5%   13.4%   Suburban
------------------------------------------------------------------------------------------------------------------------------------
28 Tampa MSA                    FL   1995     1995      1     977,047   359,579  $27.00   $12.77    $300.00  9.0%   13.3%   Suburban
------------------------------------------------------------------------------------------------------------------------------------
29 Plantation MSA               FL   1995    1979/93    1   1,004,061   282,952  $28.22   $12.40    $314.00  9.0%    9.0%   Suburban
------------------------------------------------------------------------------------------------------------------------------------
30 Miami MSA                    FL   1995     1982      1   1,120,827   290,385  $29.36    16.55    $355.00  8.3%   12.9%   Suburban
------------------------------------------------------------------------------------------------------------------------------------
31 Coral Springs MSA            FL   1995    1984/96    1   1,171,127   293,183  $25.90   $11.55    $284.00  9.1%   13.2%   Suburban
------------------------------------------------------------------------------------------------------------------------------------
32 North/Central Kansas         KS   1995    1987/90    1     400,307   185,324  $14.97   $10.31    $212.00  7.1%   11.9%   Suburban
------------------------------------------------------------------------------------------------------------------------------------
33 Amarillo MSA                 TX   1995    1982/86    1     889,508   316,190  $18.00    $7.53    $200.00  9.0%   12.8%   Suburban
------------------------------------------------------------------------------------------------------------------------------------
34 Las Vegas MSA                NV   1995     1992      1     241,580   241,580  $91.50   $22.04  $1,183.00  7.7%    9.6%   Urban
------------------------------------------------------------------------------------------------------------------------------------
35 Las Vegas MSA                NV   1994    1981/93    2     819,374   286,936  $35.00   $13.21    $405.00  8.6%   11.9%   Urban
------------------------------------------------------------------------------------------------------------------------------------
36 Knoxville MSA                TN   1995    1972/94    1     133,018   382,150  $23.80   $14.00    $333.00  7.1%   11.4%   Suburban
------------------------------------------------------------------------------------------------------------------------------------
37 Nashville MSA                TN   1995     1990      2     716,462   373,662  $15.25   $13.30    $180.00  8.5%   15.9%   Suburban
------------------------------------------------------------------------------------------------------------------------------------
38 Riverside County MSA         CA   1995    1970/91    1   1,044,536   411,640  $22.59   $17.00    $250.00  9.0%   15.8%   Suburban
------------------------------------------------------------------------------------------------------------------------------------
39 Orange County MSA            CA   1994    1975/94    1     810,470   273,970  $21.00   $10.28    $270.00  7.8%   11.6%   Suburban
------------------------------------------------------------------------------------------------------------------------------------
40 Bellingham MSA               WA   1994     1988      1     769,187   337,557  $20.85   $12.54    $283.00  7.4%   11.8%   Suburban
------------------------------------------------------------------------------------------------------------------------------------
41 Seattle MSA                  WA   1995    1979/95    1   1,012,754   311,019  $27.35    $7.86    $325.00  8.4%   10.8%   Suburban

====================================================================================================================================
   Survey Mean:                                               833,950   304,724  $23.89   $13.86    $289.51  8.3%   13.4%
====================================================================================================================================

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Income Approach

From this analysis we see that the ratio of base rent to sales ranges from 6.8 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 forty-one malls analyzed is 8.3 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 6.8 to 8.0 percent and total occupancy cost ratios of 10.1 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

Based upon the existing tenant profile we have conclude market rents for the various in-line shop categories of $18.00 to $38.00 per square foot gross. As presented in the following table:

-------------------------------------------------------------------------------------
         Tenant            Existing    Market      Applicable    Pro Rata    Weighted
      Classification        Rent        Rent          GLA         Share       Average
-------------------------------------------------------------------------------------
0 - 750 SF                 $51.47      $38.00        7,019         1.96%       $0.74
751 -1,200 SF              $34.24      $30.00       23,685         6.62%       $1.99
1,201 - 2,000 SF           $27.70      $27.00       47,789        13.36%       $3.61
2,001 - 3,500 SF           $19.76      $20.00       95,216        26.63%       $5.33
3,501 - 5,000 SF           $19.36      $20.00       62,843        17.57%       $3.51
5,000 - 10,000 SF          $19.06      $19.00       84,888        23.74%       $4.51
10,001 & above             $18.65      $18.00       36,167        10.11%       $1.82
-------------------------------------------------------------------------------------
Average Total              $21.65                   357,607       100.00%     $21.51
=====================================================================================

As presented in the preceding table, our concluded market rents are generally in-line with the existing rent schedule of the subject property. In exception to this we have lowered the rental applicable to stores of 750 square feet or less. This was done as the average for this category is skewed upwards by the inclusion of one tenant (Great American Company) which pays in excess of $100 per square foot. The overall average rent is slightly lower than the existing profile. This is a function of the weighted average for the existing rent schedule which includes older leases. Given recent trends in the retail market, we feel a market rent level slightly lower than the existing profiles is warranted.


-75-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Income Approach

Occupancy Cost - Test of Reasonableness

As a further test of the reasonableness of our concluded rentals, we have compared the total occupancy costs for the in-line tenants with the 1995 average sales levels.

--------------------------------------------------------------------------------
                                     Total                 Base    Total
Market                             Occupancy      1995     Rent   Occ. Cost
Rent      CAM   Taxes     HVAC        Cost        Sales    Ratio    Ratio
--------------------------------------------------------------------------------
$21.51   $7.76  $1.48     $4.83      $35.58     $263.00    8.18%   13.53%
================================================================================

The base rent to sales ratio is shown to be 8.18 percent for the subject property. This percentage is slightly below our survey which is shown to be 8.3 percent. Total occupancy cost as a percentage of sales ranges are shown to be 13.53 percent for the subject. This average is slightly higher but generally consistent with the average for the centers surveyed of 13.4 percent. Based on these parameters our conclusions of market rent appear well supported.

In addition to size, we have also considered the effect of retail product type on market rent. Industry statistics reveal that certain product types, such as jewelry stores are able to achieve sales levels far in excess of the mall average. Correspondingly these tenants are able to afford rentals significantly higher than comparable space occupied by other types of retails. However, the success of a mall is dependent upon the synergy of various product types and as such we have based our projections on a typical tenant mix.

Food Court

It is considered appropriate to ascribe an individual unit rate to the food court tenants. the leasing plan provides for a 8,586+/- square foot food court with 8 units, indicating an average size of 1,073+/- square feet.

As of the date of inspection, 7 of the 8 food court spaces were occupied. In aggregate the seven tenants pay $382,997 per annum and occupy 8,097 square feet, indicating an average rental for the food court tenants of $47.30 per square foot. In 1995, tenant sales approximated $529 per square foot, indicating an occupancy cost ratio of 13.47%.

-------------------------------------------------------------------------------------------------------
                           Food Court Occupancy Ratio
-------------------------------------------------------------------------------------------------------
Market             Food                 Other        Total        1995     Base Rent    Total Occ. Cost
 Rent      CAM     Court     Tax       Charges     Occ. Cost      Sales   Sales Ratio     Sales Ratio
-------------------------------------------------------------------------------------------------------
$40.00    $7.76   $10.79    $1.48      $11.20       $71.23        $529      7.56%           13.47%
=======================================================================================================

Given the relative high cost of occupancy for this space, we believe a market rental towards the lower end of that currently being achieved is appropriate and we have therefore concluded a market rent of $40.00 per square foot.


-76-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Income Approach

Anchor Tenant Rent

The final category of minimum rent at the subject property involves anchor tenant stores. As previously noted, the only anchor tenant store included as part of this appraisal is the Dillard's Men Shop. This store is encumbered by a long term agreement which, including options, extends beyond our projection period. The tenant is obligated to pay a nominal base rent amount ($3.75 per square foot), percentage rent and a contribution towards both common area maintenance (CAM) and real estate taxes. The reader is referred to the addenda for complete summary of this tenant's obligations.

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 $10.00 per square foot to new (currently vacant) space and turnover space. We have also ascribed a rate of $2.00 per square foot to rollover space. 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 three year period through July 1999. We have identified 67,149 square feet of vacant space, net of newly executed leases. This is equivalent to 18.33 percent of mall GLA and 7.37 percent overall. The majority of the vacant space is located along the side courts which do not benefit from a strong anchor draw and are thus considered less desirable. The chart on the facing page details our projected absorption schedule.

The absorption of the in-line space over a three year period is equal to 5,596+/- square feet per quarter. Based on this lease-up assumption, the following chart tracks occupancy through 2000, the first full year of stabilized occupancy.

 ------------------------
     Annual Average
   Occupancy (Mall GLA)
 ------------------------
 1996               80.19
 1997               84.98
 1998               92.33
 1999               97.71
-------------------------


-77-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Income Approach

Rent Growth Rates

Market rent will, over the life of a prescribed holding period, quite obviously follow an erratic pattern. A review of investor's expectations regarding income growth shows that projections generally range between 3.00 and 4.00 percent for retail centers. Cushman & Wakefield's Winter 1995 survey of pension funds, 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.

It is not unusual in the current environment to see investors structuring no growth or even negative growth in the short term. Our review of tenant sales figures for The Esplanade indicates modest growth over the past three years. However, the subject property contains a substantial amount of vacant space. In addition future growth in sales could be impacted by the construction of a new centers to the west of the subject. 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.


Market Rent Growth Rate Forecast

Period       Annual Growth Rate*
--------------------------------
 1996               Flat
 1997               +2.0%
--------------------------------
 Thereafter         +3.0%
--------------------------------

* 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 twenty years. Market practice dictates that in longer lease terms, 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 tenants in 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 interior finish. Because of the up-front costs incurred by the tenants, a ten-year lease term is usually required to adequately amortize these costs. A review of the leasing structure at the subject property suggests lease terms of approximately ten years. We have incorporated this assumption into our analysis.

Upon lease expiration, it is our best estimate that there is a 70 percent probability that existing tenants will renew their lease while the remaining 30 percent will vacate their space at this time.


-78-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Income Approach

As stated above, 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 as presented in the addenda of this report. In our analysis we have assumed that new tenants will sign ten-year lease terms at market rents. The rent for each tenant is projected to remain flat for the first five years of the lease and include a step of 10% for the second five years.

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 (FY 1997), it is projected that the subject property will produce approximately $7,053,887 in minimum rental income. This estimate of base rental income is equivalent to $17.08 per square foot of total owned GLA. Alternatively, minimum rental income accounts for 59.81 percent of all potential gross revenues. Further analysis shows that over the holding period (FY 1997-2006), minimum rent advances at an average compound annual rate of 3.59 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.

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 of the dynamics of the economy and marketplace, it is difficult to predict with accuracy what sales will be on an individual tenant level. As such, we have employed the following methodology.

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

o 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.

o 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 $265 per square foot.


-79-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Income Approach

Thus, in the initial full year of the investment holding period, overage revenues are estimated to amount to $244,662 (net of recaptures) equivalent to $0.59 per square foot of owned GLA and 2.07 percent of potential gross revenues. A large portion of this percentage rent ($61,780) is attributable to Banana Republic, who pays 5% of gross sales in lieu of base rent. Beginning in August 1997, this tenant reverts to a more typical lease structure and as a result percentage rent declines.

On balance, our forecasts are deemed to be conservative. In addition, over the ten year projection period income from this source is not anticipated to appreciate significantly.

Sales Growth Rates

In the "Retail Market Analysis" section of this report, we discussed that retail sales in the New Orleans MSA have been increasing at a compound annual rate of 4.2 percent per annum since 1991, 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 5 percent in their computational parameters. Most typically, growth rates of 3 percent to 4 percent are seen in these surveys.

Nationally, total retail sales have been increasing at a compound annual rate of 6.2 percent since 1980 and 4.9 percent per annum since 1990. Between 1990 and 1994, GAFO sales have grown at a compound annual rate of 5.83 percent per year. Through 2000, total retail sales are forecasted to increase by 4.12 percent per year nationally, while GAFO sales are projected to grow by 5.04 percent annually.

After considering all of the above, we have forecasted tenant sales to remain flat through 1997 and increase at an annual rate of 3.0% beginning in 1998.

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 based on 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.

Expense Reimbursement Structure

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 certain miscellaneous charges including mall electric. 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. At rollover, all of the tenants are assumed to be subject to the standard lease form described below. The standard lease provides for the recovery of these expenses plus a 15 percent administrative fee.


-80-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Income Approach

Department Store and Major Tenant Obligations

Department stores have specified expense obligations. Summaries of the various operating covenants are provided in the addenda for each department store. Below is a summary of some of the pertinent terms of each of the anchor stores:

---------------------------------------------------------------
               Major Tenant CAM Reimbursement
---------------------------------------------------------------
                                         1996 CAM          CAM
Tenant                      Area        Contribution       PSF
---------------------------------------------------------------
Mervyn's                   84,082         $25,225         $0.30
Dillard's                 177,940        $163,705         $0.92
Macy's                    235,518        $120,114         $0.51
---------------------------------------------------------------

Mall Shop Common Area Maintenance

Under the standard lease, the mall tenants will pay their pro-rata share of the balance of the CAM expense plus an administrative charge of 15 percent after the anchor contribution.

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

--------------------------------------------------------------------------------
                  Common Area Maintenance Recovery Calculation
--------------------------------------------------------------------------------
CAM Expense     Actual hard cost for year exclusive of interest and depreciation
--------------------------------------------------------------------------------
Add             Amortization of Capital Items
--------------------------------------------------------------------------------
Add             15% Administration fee
--------------------------------------------------------------------------------
Less            Contributions from department stores, restaurant & temporary
                    tenants
--------------------------------------------------------------------------------
Equals:         Net pro-ratable CAM billable to mall tenants
--------------------------------------------------------------------------------

Amongst the existing tenancy, pro rata share is determined both on the basis of gross leasable area (GLA) and leased occupied area (LOA) without an apparent preference for either formula. Discussions with management indicated that the standard lease for the center is based on a leased occupied area and that most new tenants are based on this formula. We have this formula into our projections for all new tenants.

Real Estate Taxes

Each of the anchor tenants s separately assessed and as such pays real estate taxes directly to the City and parish. In exception to this Dillard's Men Shop is assessed as part of the shopping center and contributes their full pro rata share of taxes.

Other tenants have various contribution methods. In general, the mall standard will be for the mall tenants to pay their pro-rata share based upon average occupied area during the year after major tenant, restaurant and temporary tenant contributions.


-81-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Income Approach

Other Reimbursable Expenses

Other reimbursable expenses include HVAC, water, sewer and trash removal. The standard lease form at the subject property calls for the tenant to conduct an energy audit to determine the cost of heating and cooling their particular unit. An allocation for common area HVAC as well as water, sewer and trash removal are added to this figure to determine the tenants total contribution. Until the energy audit is conducted the mall tenants are charged $5.00 per square foot and the food court tenants are charged $12.00 per square foot. Discussions with the mall manager indicated that many tenants elect not to conduct an audit and continue to pay the base amounts. Our review of the 1996 budget indicated that tenant contributions ranged from $0.06 to $13.84 per square foot for mall tenants and $2.86 to $22.15 for food court tenants. The average contribution was $4.83 and $11.20 by mall tenants and food court tenants, respectively. In our analysis we have included existing tenants based upon actual 1995 contributions and have included new tenants at the mall averages.

Miscellaneous Income

The final revenue category consists of a number of sources including:
temporary leasing of in-line space, kiosks and push carts and other miscellaneous income. We have assumed these revenues are net of our credit loss provision and will increase by 3% per annum.

Specialty Leasing

Specialty leasing is typically related to tenants that temporarily occupy vacant in-line space as well as seasonal kiosks. In the subject property the permanent kiosks are all leased on a short term basis (generally 12 months) and as such are also treated as specialty leasing. Management has been relatively successful with this procedure. Tenants are given either straight fixed rent deals or are put on a percentage deal until management can better gauge their potential. Typically, the leases are written on a gross basis and tenants are not assessed any mall charges. Bump backs which consists of shallow temporary demising walls are generally written as percentage only leases. Seasonal kiosks are the push carts or displays that are typically brought in around Christmas time. Our experience has shown that the typical rate for push carts ranges from approximately $6,000 to $10,000 for the two month Christmas period and $1,200 to $1,500 per month thereafter.

In the initial year of the investment we have forecasted specialty leasing revenues of $250,000. We project that temporary leasing will grow by 3.0 percent per year throughout the remainder of the analysis.

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. Over the past five years, the subject property has been operating between 80% and 90% occupancy. We have reflected a 10 percent stabilized 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.


-82-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Income Approach

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 eight 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. 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 10.77 percent of total potential gross revenues to a high of 22.81 percent. On average, the total allowance for vacancy and credit loss over the 10-year projection period averages 14.05 percent of these revenues.


Total Rent Loss Forecast

   Year        Global         Down-      Total Loss
              Vacancy         time       Provision
-----------------------------------------------------
   1997         3.0%         19.81%        22.81%
   1998         5.0%         15.02%        20.02%
   1999        10.0%          7.67%        17.67%
   2000        10.0%          2.29%        12.29%
   2001        10.0%          1.34%        11.34%
   2002        10.0%          1.14%        11.14%
   2003        10.0%          0.87%        10.87%
   2004        10.0%          0.77%        10.77%
   2005        10.0%          1.21%        11.21%
   2006        10.0%          2.37%        12.37%
-----------------------------------------------------
   Avg.         8.8%          5.25%        14.05%
=====================================================

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, FY 1997, effective gross revenues are forecasted to amount to approximately $11,694,651, equivalent to $28.32 per square foot of total owned GLA.

--------------------------------------------------------------------------------
                           Effective Gross Revenue Summary
                           Initial Year of Investment - FY1997
--------------------------------------------------------------------------------
                                   Aggregate Sum      Unit Rate     Income Ratio
--------------------------------------------------------------------------------
    Potential Gross Income           $12,0470729     $29.17            100.00%
    Less: Vacancy and Credit Loss    $   353,078     $ 0.85              2.93%
--------------------------------------------------------------------------------
    Effective Gross Income           $11,694,651     $28.32             97.07%
================================================================================


-83-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Income Approach

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 electric. The non-reimbursable expenses associated with the subject property include certain general and administrative expenses, ownership's contribution to the merchant's association/marketing fund, management charges and miscellaneous expenses. Other expenses include 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.

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 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 3.0 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. It is noted that the following discussion of expense is on a calendar year basis. In our cash flow projection all expenses have been converted to a fiscal year based upon our projected growth rate.

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. In malls where the CAM budget is high, discretion must be exercised in not trying to pass along every charge as the tenants will resist. As discussed, the standard lease agreement allows management to pass along the CAM expense to tenants on the basis of occupied gross leasable area. Tenants are subject to a 15 percent administrative surcharge. Anchor tenant contributions are then deducted for billing purposes.


-84-
CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Income Approach

Provided on the facing page are actual CAM expense comparables for mall which we have recent information. This data shows CAM budgets which typically range from $5.00 to $8.00 per square foot. This is also consistent with data provided in many of the recent publications of industry operating statistics. After considering all of the above, we have estimated common area maintenance to be approximately $2,220,000 on an annualized basis in calendar year 1996. This is equal to $5.38 per square foot of owned GLA (413,015 square feet). This figure is in-line with management's forecast and national averages.

Real Estate Taxes - The projected taxes to be incurred in calendar year 1996 are equal to $500,000 or $1.21 per square foot of owned GLA. As discussed, the standard recovery for the mall 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 major tenant, restaurant and temporary tenant contributions which are estimated at $68,508 (net of direct payments) in 1996.

Utilities - This expense covers the cost of heating and cooling the center. As discussed in the Property Description section of this report, the subject property is heated and cooled by 20 roof-top package units and is distributed to each tenant space via VAV boxes. The tenants are assessed a charge for utilities which is based upon an energy of their individual space. We have estimated a calendar year 1996 utility expense of $990,000 or $2.40 per square foot of owned GLA.

Contract Services - This expense category covers the cost of trash removal, water and sewer. This expense are pass through to the tenants along with HVAC charges as other reimbursements. In 1996 management has estimated the cost of this expense at $89,830 which we have rounded to $90,000 for our analysis.

Food Court Expense - The food court expense is broken out separately from CAM and recovered from food court tenants by separate billing. Included in this expense are the additional expenses associated with maintaining the common seating area, including janitorial, security and utilities. For 1996, an expense of $54,676 has been projected, which we have rounded to $55,000.

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 3.0 percent per annum thereafter.

General and Administrative - Expenses related to the administrative aspects of the mall include 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 $183,000.


-85-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Income Approach

Merchant's Association - Merchant's Association charges represent the landlord's contribution to the cost of the association for the property. In the initial year, the cost is forecasted to amount to $90,000.

Miscellaneous - This catch-all category is provided for various miscellaneous and sundry expenses that ownership will typically incur. Such items as unrecovered repair costs, preparation of suites for temporary tenants, certain nonrecurring 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 $36,500.

Management - The annual cost of managing the subject property is projected to be 3.5 percent of minimum and percentage rent. In the initial year of our analysis, this amount is shown to be $218,956. Alternatively, this amount is equivalent to approximately 1.87 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 ownership separately charges leasing commissions, we have used the lower end of the range as providing for compensation for these services.

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 $2.00 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 $4.40 per square foot. The provision made here for tenant work lends additional conservatism our analysis. These costs are forecasted to increase at our implied expense growth rate.

Leasing Commissions - Many owners now charge leasing commissions internally. A typical structure is either a flat amount per square foot or a percentage of the rent payment. We have chosen a rate of $3.50 per square foot for new tenants and $1.50 per square foot for renewal tenants. This structure implies a layout up front at the start of a lease. We have elected to model this formula as it is within the range of charges we have seen for these services. The cost is weighted by our 70/30 percent renewal/turnover probability. Thus, upon lease expiration, a leasing commissions charge of $2.10 per square foot would be incurred.

Replacement Reserves - It is customary and prudent to set aside an amount annually for the replacement of short-lived capital items such as the roof, parking lot and certain mechanical items. We feel that over a holding period, some repairs or replacements will be needed that will not be passed on to the tenants. For purposes of this report, we have estimated an expense of $0.20 per square foot of owned GLA during the first year, thereafter increasing by our expense growth rate throughout our cash flow analysis.


-86-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Income Approach

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 approximately $7.25 million which is equivalent to 62 percent of effective gross income. Deducting other expenses including capital items results in a net cash flow before debt service of approximately $6.85 million.

------------------------------------------------------------------------------------------
                                 The Esplanade
                               Operating Summary
                      Initial Year of Investment - FY1997
------------------------------------------------------------------------------------------
                                         Aggregate Sum        Unit Rate*   Operating Ratio
------------------------------------------------------------------------------------------
   Effective Gross Income                 $11,694,651           $28.32         100.0%
   Operating Expenses                      $4,444.190           $10.76          38.0%
   Net Income                              $7,250,461           $17.55          62.0%
   Other Expenses                            $397,273            $0.96           3.4%
   Cash Flow                               $6,853,188           $16.59          58.6%
------------------------------------------------------------------------------------------
 * Based on total owned GLA of 413,015 square feet
------------------------------------------------------------------------------------------

Our cash flow model has forecasted the following compound annual growth rates over the thirteen year holding period 1997-2006.

Net Income: 2.57% Cash Flow: 2.43%

Growth rates are shown to be 2.57 and 2.43 percent, respectively, which is a reasonable forecast for a real estate investment of the subject's caliber.

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.


-87-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Income Approach

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 poised for expansion or remerchandising. With fewer buyers for the top performing assets, sales have been somewhat limited.

--------------------------------------------------------------
                 Overall Capitalization Rates
                     Regional Mall Sales
--------------------------------------------------------------
 Year             Range           Mean     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%           +77
--------------------------------------------------------------

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 77 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.


-88-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Income Approach

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 an increase of 22 basis points and 23 basis points, from Spring 1995 averages.

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                                          Cushman & Wakefield Valuation Advisory Services
                                           National Investor Survey - Regional Malls (%)
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                               Winter 1994                             Spring 1995                             Winter 1995
Investment             ---------------------------------       -------------------------------     ---------------------------------
Parameters               Low                 High                 Low                High                Low                 High
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  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
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  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
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    IRR               10.00 - 11.50        10.00 - 13.00      10.00 - 11.50      11.00 - 12.00     10.00 - 11.50       10.50 - 12.00
                          10.5                 11.5               10.70              11.4              10.72               11.33
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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.

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                                National Regional Mall Market
                                     Fourth Quarter 1995
----------------------------------------------------------------------------------------------
Key Indicators                Current Quarter          Last Quarter             Year Ago
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Free & Clear Equity IRR
----------------------------------------------------------------------------------------------
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
----------------------------------------------------------------------------------------------
Free & Clear Going-In Cap Rate
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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.


-89-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Income Approach

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 liquidation's. (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 owner's 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.


-90-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Income Approach

Conclusion - Initial Capitalization Rate

The Esplanade Mall is located in Kenner, Louisiana, a suburb of the N