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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

The Galleria at White Plains
100 Main Street
City of White Plains,
Westchester County, New York


IN A SELF-CONTAINED REPORT

As Is Market Value
As of May 14, 1996

Prepared For:

Cadillac Fairview U.S., Inc.
20 Queen Street West, Fourth Floor
Toronto, Ontario M5H 3R4

Prepared By:

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


Cushman & Wakefield, Inc.                                  CUSHMAN &
51 West 52nd Street                                        WAKEFIELD(R)
New York, NY 10019-6178
(212) 841-7500                                             Improving your place
                                                               in the world.

June 18, 1996

Mr. John Macdonald
Cadillac Fairview U.S., Inc.
20 Queen Street West, Fourth Floor
Toronto, Ontario M5H 3R4

Re: Complete Appraisal of Real Property The Galleria at White Plains
100 Main Street
City of White Plains, Westchester County, New York

Dear Mr. Macdonald:

In fulfillment of our agreement as outlined in the Letter of Engagement, Cushman & Wakefield, Inc. is pleased to transmit our Self-Contained Complete Appraisal Report estimating the Market Value of the leased fee estate in the above referenced property. Specifically, we are providing an "As Is" Market Value estimate as of the date of inspection.

The subject property is The Galleria at White Plains, an enclosed urban regional mall containing a total of 882,728+/- square feet. Owned GLA is composed of mall shops, food court, and kiosks totaling 326,813+/- square feet. We would note that our projected net operating income is substantially below the 1996 budgeted figure. This is primarily due to the fact that the budget was prepared before Filene's Basement vacated the property. This tenant was scheduled to produce $313,200 in base rent obligations, $60,344 in CAM contributions, and $256,546 in tax obligations ($630,090 total). Management's budget also includes $105,834 in percentage rent from Family Pet Center which we have modeled as a non-reporting temporary tenant paying $37,773 in base rent only.

The value opinion reported herein is qualified by certain assumptions, limiting conditions, certifications, and definitions, which are set forth in the report. This report has been prepared for Cadillac Fairview U.S., Inc. ("Client") and its affiliates 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, Inc.

The property was inspected by and the report was prepared by Jay F. Booth. Richard W. Latella, MAI has reviewed and approved the report but did not inspect the property for this assignment.


Cushman & Wakefield, Inc.

Client Name
Company -2- Date

Based upon our Complete Appraisal as defined by the Uniform Standards of Professional Appraisal Practice, we have formed an opinion that the "As Is" Market Value of the leased fee estate in the referenced property, subject to the assumptions, limiting conditions, certifications, and definitions, as of May 14, 1996, was:

ONE HUNDRED MILLION DOLLARS
$100,000,000

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

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

Respectfully submitted,
Cushman & Wakefield, Inc.

/s/ Jay F. Booth
----------------
Jay F. Booth
Retail Valuation Group
State of New York Certified General
Real Estate Appraiser No. 46000026796



/s/ Richard W. Latella
----------------------
Richard W. Latella, MAI
Senior Director
Retail Valuation Group

JFB:RWL:emf
C&W File No. 96-9216


SUMMARY OF SALIENT FACTS AND CONCLUSIONS

Property Name:                          The Galleria at White Plains

Property Type:                          Enclosed Urban Regional Shopping Mall

Location-                               The subject property is located in
                                        downtown White Plains, New York between
                                        Main Street (north), Martine (south),
                                        Court (east), and Lexington Avenue
                                        (west). The property address is 100 Main
                                        Street.

Tax Map/Parcel Nos.:                    125.75-4-2; 125.75-4-3

Interest Appraised:                     Leased Fee

Date of Value:                          May 14,1996

Date of Inspection:                     May 14,1996

Ownership:                              Cadillac Fairview W.P. Associates

Land Area
    Mall Site:                          5.44+/- acres
    JCPenney Parcel (Ground Lease):     1.46+/- acres
    -------------------------------     -------------
    Total Appraised Portion of Site:    6.90+/- acres
    Stern's Parcel (Not Owned):         2.25+/- acres
    -------------------------------     -------------
    Total Site:                         9.15+/- acres

Zoning:                                 B-6 (UR-3), Enclosed Mall District

Highest and Best Use
    As If Vacant:                       Retail use built to its maximum feasible
                                        F.A.R. and conforming to surrounding
                                        land use patterns.

    As Improved:                        Continued use as a multi-level urban
                                        shopping mall.

Improvements
    Description:                        Four-level enclosed urban regional mall
                                        anchored by JCPenney and Stern's.
                                        Constructed in 1980, the mall contains
                                        882,728+/- square feet of which mall
                                        shops, food court, and kiosks comprise
                                        326,813+/- feet.

    Year Built/Renovated:               1980/1993

Building Area
    JCPenney*:                          227,316+/- square feet
    Stern's*:                           328,599+/- square feet
    Mall Shop GLA:                      326,813+/- square feet
    --------------                      ----------------------
    Total GLA:                          882,728+/- square feet

*Stores separately owned; JCPenney subject to ground lease; Stern's will become Macy's as of mid-July 1996.


Summary of Salient Facts and Conclusions

Summary of Income and Expense Information:

================================================================================
                                Operating Summary
================================================================================
                        1994 Actual       1995 Actual              1996 Budget
================================================================================
Operating Income        $17,434,454       $18,376,676              $17,759,198
--------------------------------------------------------------------------------
Operating Expenses      $ 8,097,816       $ 8,292,469              $ 8,265,686
--------------------------------------------------------------------------------
Net Income              $ 9,336,638       $10,084,207              $ 9,493,512
================================================================================

============================
Income Approach Assumptions
============================

Current Occupancy:                      81.4% (Inclusive of pending leases,
                                        lease renewals, and month-to-month
                                        tenants)

Stabilized Occupancy:                   95.5%

Forecasted Date of Stabilization:       July 1,1999

Sales Growth:                           Flat  - 1996
                                        2.0%  - 1997
                                        3.0%  - 1998
                                        3.5%  - Thereafter

Rent Growth:                            Flat  - 1996-1997
                                        2.0%  - 1998
                                        3.0%  - 1999
                                        3.5%  - Thereafter

Expense Growth:                         3.5%  - 1996-2006

Tax Growth:                             6.0%  - 1996-1997
                                        5.0%  - 1998
                                        4.0%  - Thereafter
Tenant Alterations
     New:                               $8.00/SF
     Renewal:                           $1.00/SF

Leasing Commissions
     New:                               $3.50/SF
     Renewal:                           $1.50/SF

Renewal Probability:                    70.0%

Going-In Capitalization Rate:           8.75 - 9.25%

Terminal Capitalization Rate:           9.00 - 9.50%

Discount Rate:                         11.00 - 11.50%


Summary of Salient Facts and Conclusions


"As Is" Market Value

Value Indicators
    Sales Comparison Approach:                 $101,000,000 to $103,000,000
         Value Per Sq/Ft Owned GLA:            $     309.05 to $    315.16

    Income Approach
         Discounted Cash Flow:                 $99,000,000
         Direct Capitalization:                N/A

Value Conclusion:                              $100,000,000
    Value Per Square Foot:                     $    305.99 (Owned GLA -
                                               326,813 Sq/Ft)


    Implicit Capitalization Rate (FY 1997):           8.65% (NOI - $8,565,847)

Exposure Time Implicit
    In Market Value Estimate:                  12+/- months

Special Risk Factors:

The following special risk factors for the subject property have been considered during the appraisal assignment at hand:

o The Westchester Mall opened in March 1995 and is located one-half mile south of the subject. Anchors include Nordstrom and Neiman-Marcus. With the opening of this property, combined with a generally poor year for retailers in 1995, the subject property experienced a 10.0-15.0 percent decline in sales. Although we have taken a no growth" stance on sales projections for 1996, the complete impact of The Westchester remains difficult to measure at this time. We believe that The Westchester is likely to draw away sales from the subject for another 9-12+/- months due to continued curiosity shopping. However, we believe that, in the long-run, these two properties can co-exist in the White Plains market. A more complete discussion of The Westchester can be found in the Retail Market Analysis section of this report.

o We would also note the potential for tenants at the subject property opening stores at The Westchester in addition to, or instead of, operating at The Galleria. To date, very few tenants have defected the subject entirely for The Westchester. Several stores, including Athlete's Foot, The Limited Group, and The Gap, have opened second units at The Westchester, retaining their existing stores at The Galleria. This issue remains a potential risk for the subject in the near-term.

o Finally, Stern's has been an underperforming store at the subject since it replaced Abraham & Straus in May 1995. The conversion was part of the Federated Department Store/R.H. Macy & Company merger. The company is currently in the process of converting Stern's to a Macy's unit, closing their existing Macy's store two blocks from the subject. We assume that this conversion will be performed in a timely, workmanlike manner and that no serious disruption will impact the mall. Federated has stated that Stern's will likely close the first week of July 1996, opening one- to two-weeks later as Macy's following store renovations.


Summary of Salient Facts and Conclusions

Special Assumptions Affecting Valuation:

1. Throughout this analysis we have relied on information provided by ownership and management which we assume to be accurate. In this regard, we have reviewed actual lease documents for several in-line stores and all anchor tenants, a current rent roll of all tenants, operating statements, and a 1996 budget for income and expenses at the subject property, including any capital improvement projects.

2. Our cash flow analysis and valuation has recognized that all signed leases and any pending leases with a high probability of being consummated are implemented according to the terms presented to us by management. Such leases are identified within the body of this report.

3. 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.

4. The Americans With Disabilities Act (ADA) was enacted in 1990, requiring equal access to public places for disabled persons. Virtually all landlords of commercial facilities and tenants engaged in business that serve the public have compliance obligations under the law. While we are not experts in this field, our understanding of the law is that it is broad-based and that most existing commercial facilities are not in full compliance because of construction prior to enactment. We recommend a compliance study be performed by qualified personnel to determine the extent of potential non-compliance at the subject and any costs to cure.

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


PHOTOGRAPHS OF SUBJECT PROPERTY

[PHOTO]
[GRAPHIC OMITTED]

View of Stern's store facing north on Court Street.

[PHOTO]
[GRAPHIC OMITTED]

Stern's entrance along Main Street at Court.


Photographs of Subject Property

[PHOTO]
[GRAPHIC OMITTED]

View of JCPenney store from corner of Main and Lexington.

[PHOTO]
[GRAPHIC OMITTED]

Midsection of mall exterior along south side of Main Street.


Photographs of Subject Property

[PHOTO]
[GRAPHIC OMITTED]

Center court area looking down upon food court seating.

[PHOTO]
[GRAPHIC OMITTED]

Food court area.


Photographs of Subject Property

[PHOTO]
[GRAPHIC OMITTED]

Mall concourse.

[PHOTO]
[GRAPHIC OMITTED]

JCPenney throat.


TABLE OF CONTENTS

                                                                            Page

PHOTOGRAPHS OF SUBJECT PROPERTY................................................9

INTRODUCTION...................................................................1
      Identification of Property...............................................1
      Property Ownership and Recent History....................................1
      Purpose and Intended Use of the Appraisal................................1
      Extent of the Appraisal Process..........................................2
      Date of Value and Property Inspection....................................2
      Property Rights Appraised................................................2
      Definitions of Value, Interest Appraised, and Other Pertinent Terms......2
      Legal Description........................................................4

REGIONAL ANALYSIS..............................................................5

NEIGHBORHOOD ANALYSIS ........................................................14

RETAIL MARKET ANALYSIS .......................................................17

PROPERTY DESCRIPTION..........................................................54
      Site Description........................................................54
      Improvements Description................................................56

REAL PROPERTY TAXES AND ASSESSMENTS...........................................62

ZONING .......................................................................64

HIGHEST AND BEST USE..........................................................65
      A. Highest and Best Use of Site As Though Vacant........................65
      B. Highest and Best Use of Property As Improved.........................67

VALUATION PROCESS.............................................................69

SALES COMPARISON APPROACH.....................................................70

INCOME APPROACH...............................................................85

RECONCILIATION AND FINAL VALUE ESTIMATE......................................115

ASSUMPTIONS AND LIMITING CONDITIONS..........................................117

CERTIFICATION OF APPRAISAL...................................................119

ADDENDA......................................................................120

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

INTRODUCTION

Identification of Property

The subject of this appraisal is The Galleria at White Plains, a four-level enclosed urban regional mail containing 882,728+/- square feet. The mail is anchored by JCPenney (227,316+/-sf) and Stern's (328,599+/-sf). Both anchors own their own stores, although JCPenney is on a long-term ground lease. Stern's is currently in the process of being converted to Macy's, another store division of Federated Department Stores, Inc. Mall shops, food court, and kiosks comprise 326,813+/- square feet of the property (owned GLA), with a current occupancy of about 81.4 percent, including pending leases.

The Galleria is sited on 9.15+/- total acres bounded by Main Street to the north, Martine Avenue to the south, Court Street to the east, and Lexington Avenue to the west in downtown White Plains, New York. The site itself is bisected by Grove Street which provides ingress/egress into a municipally-owned parking garage.

Historically, The Galleria has been the area's dominant destination center for traditional merchandise. With a substantial trade area and high levels of income, The O'Connor Group recently opened The Westchester, an 830,000+/- square foot regional mall located about one-half mile south of the subject. Although the two malls compete to a certain degree, the potential exists to draw additional customers to the area by means of the expanded merchandise offered between the two malls. In the near-term, the subject is likely to feel the impact of this project in terms of lost sales growth and the potential for increased vacancy.

Property Ownership and Recent History

Title to the appraised portion of the subject property is held by Cadillac Fairview W.P. Associates. The mall was originally developed by Cadillac Fairview Company (now a subsidiary of JMB Realty) and opened in August 1980. JMB to continues to operate the center since acquiring an interest in Cadillac Fairview.

Over the past three years, the subject has undergone significant changes. Most notably, a major renovation and remerchandising strategy has been completed. Approximately $15.5 million was spent between 1992 and 1993 on the renovation which was completed in November 1993. This is equal to roughly $47.43 per square foot of owned GLA. In May 1995, A&S was converted to Stern's as part of the Federated/Macy's merger. Stern's has been an underperformer and will be replaced by Macy's in July 1996. Details of other property changes can be found in the Property Description section of this report.

The property is currently encumbered by a number of leases with tenants who are open and operating. Abstract summaries of the JCPenney ground lease and Abraham & Straus (Stern's) Operating and Reciprocal Easement Agreement (OREA) have been reviewed and are contained in our files.

Purpose and Intended Use of the Appraisal

The purpose of this appraisal is to estimate the 'As Is" Market Value of a Leased Fee Estate in the subject property. The appraisal is to be used by the Client and its affiliates to determine the asset's value in its underwriting efforts.


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Introduction

Extent of the Appraisal Process

In the process of preparing this appraisal, we:

o Inspected the exterior of all buildings and site improvements and a representative sample of shops with Winnette Peltz, the property manager;

o Interviewed representatives of the property management company; Reviewed leasing policy, concessions, tenant build-out allowances, and history of recent occupancy with the leasing manager;

o Reviewed a detailed history of income and expenses as well as a budget forecast for 1996;

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

o Prepared an estimate of stabilized income and expenses (for capitalization purposes);

o Prepared a detailed discounted cash flow (DCF) analysis using Pro-Ject
+plus software for the purpose of discounting a forecasted net income stream into a present value of the leased fee estate for the center;

o Conducted market inquiries into recent sales of similar retail properties to ascertain sale prices per square foot, effective gross income multipliers, and capitalization rates. This process involved telephone interviews with buyers, sellers, and/or participating brokers;

o Prepared Sales Comparison and Income Approaches to value;

o Reconciled the value indications and concluded a final value estimate for the subject in its "As Is" condition; and

o Prepared a Complete Appraisal of real property, with the results conveyed in this Self-Contained Report.

Date of Value and Property Inspection

The date of value is May 14, 1996. On that date, Jay F. Booth inspected the property and its environs. Richard W. Latella, MAI has reviewed and approved the report and has inspected the subject property on other occasions.

Property Rights Appraised

Leased Fee Estate.

Definitions of Value, Interest Appraised, and Other Pertinent Terms

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


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Introduction

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.

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.

The following definitions of pertinent terms are taken from the Dictionary of Real Estate Appraisal, Third Edition (1993), published by the Appraisal Institute.

Fee Simple Estate

Absolute ownership unencumbered by any other interest or estate, subject 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 appraisal.


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Introduction

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.

Market Value As Is on Appraisal Date

The value of specific ownership rights to an identified parcel of real estate as of the effective date of the appraisal; related to what physically exists and is legally permissible and excludes all assumptions concerning hypothetical market conditions or possible rezoning.

Legal Description

We have not been provided with a complete metes and bounds legal description of the subject property. The property can generally be described as Tax Map Parcel Nos. 125.75-4-2 (Account No. 30010002106) and 125.75-4-3 (Account No. 3003002005), City of White Plains Assessor's Office.


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

REGIONAL ANALYSIS

Introduction

The short- and long-term value of real estate is influenced by a variety of factors and forces which interact within a given region. Regional analysis serves to identify those forces which affect property value and the role they play within the region. The four primary forces which influence real property value include environmental characteristics, governmental forces, social factors, and economic trends. These forces determine the supply and demand for real property which, in turn, affect market value.


A. Environmental Characteristics

The primary environmental forces which influence the region include physical location, geography, and infrastructure. These characteristics provide a basis for the region's stability and describe the area's overall locational bearing. Both natural and man-made environmental forces influence real property values and are best understood in relation to the subject property's location.

General Overview

The subject property is located in the City of White Plains, Westchester County, New York. White Plains is the county seat and second largest city in Westchester County behind Yonkers. Westchester County covers nearly 450 square miles of wooded suburban settings and established cities, containing 6 cities, 34 towns, and 23 villages. Westchester is bordered to the north by Putnam County, New York; to the south by New York City; to the east by Long Island Sound and Fairfield County, Connecticut; and to the west by the Hudson River. Westchester County has benefited from its proximity to New York City, as well as an excellent transportation network.

Transportation

Westchester County's transportation network includes four interstate highways, seven parkways, three commuter rail lines, and a national airport. Following is a brief overview of the transportation network serving the county.

Highways & Interstates

A primary mode of transportation in Westchester County is the automobile. County residents benefit from four interstate highways (I-287, I-87, I-95, I-684), and seven parkways (Saw Mill River, Hutchinson River, Bronx River, Sprain Brook, Cross County, Taconic State, Playland, and Central Westchester). Interstate 95 is the East Coast's primary north-south thoroughfare, passing through southern Westchester en route to Connecticut and other points north. Interstate 87 (New York State Thruway) parallels the Hudson River, linking Westchester with New York City to the south and Upstate New York. I-287 (Cross Westchester Expressway) is the major east-west conduit, connecting the Tappan Zee Bridge with I-95, and passing through White Plains. The addition of Interstate 684, which runs north from White Plains through the central portion of the county and into Putnam, has spawned growth in Northern Westchester County. These and other local roadways lay the foundation for all major economic and employment centers within the county.


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Regional Analysis

Air Service

The Westchester County Airport is centrally located in Harrison off of Interstate 684, offering airline and charter passenger services, corporate and general aviation, and aircraft maintenance and storage facilities. The facility opened a new terminal in 1995 after undergoing a $95 million modernization. New York City's four international airports, Newark, JFK, LaGuardia, and Stewart, are all within an hour's drive from most parts of Westchester.

Public & Commuter Services

Public transportation in Westchester County is good, particularly in terms of commuter rail service into Midtown Manhattan, New York City. Commuter rail lines are controlled by Metro North, with three main branch lines: the Hudson Line, Harlem Line, and New Haven Line. In addition, there is an inter-county bus network, called the Bee-Line, which has routes along most major roadways and into Putnam County and New York City.

Other Services

Westchester County is also serviced by freight carriers, cargo and shipping companies, and rail. Conrail and a number of smaller rail lines provide rail-freight service within the region. The Hudson River accommodates domestic and international shipping of bulk products, primarily by tugboat carriers from docking facilities along the Hudson River.


B. Governmental Characteristics

Governmental influences on the region impact property values via political and legal actions at all levels. The legal climate at a particular time or in a particular place may overshadow the natural market forces of supply and demand. Government provides many necessary facilities and services that affect land use patterns, including public utilities, refuse collection, transportation networks, zoning codes, and fiscal policies.

Government Structure

Westchester County government is organized among the three traditional branches, executive, legislative, and judicial. The county executive is chosen by general election. The county legislature is composed of a 17-member board representing various districts in the county. The county is the largest single employer, public or private, in Westchester, providing an array of services, including police protection, sewage treatment, bus service, road construction and repair, and a number of social, health, and human services.

Below the county, Westchester's 43 separate cities, towns, and villages have their own individual government structures with a wide range of services. These municipal governments generally have an elected mayor or supervisor, and a municipal council or board that serves as the legislative arm. Municipal services include water, sewer, and street maintenance, as well as fire and police protection. All local governments have the power to assess and levy taxes on real property, and all have planning and zoning boards that determine municipal zoning codes and master plans for their communities.


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Regional Analysis

Tax Structure

The State of New York carries a general sales tax, gas tax, tobacco and alcohol tax, public utilities tax, motor vehicle tax, and individual income tax, among others. Locally, property taxes are levied based upon a millage rate per $100 of assessed value. Property taxes include a county rate, municipal rate, and school rate.

Services & Utilities

The City of White Plains and Westchester County provide a range of municipal and county services, including police and fire protection, emergency medical services, street construction and maintenance, traffic signalization, planning and zoning, community and economic development, and parks and recreation. Consolidated Edison provides electric service to most areas of Westchester, except for the northeastern part which is served by New York State Electric and Gas. Con Edison also supplies natural gas to the region, except for North Salem, Lewisboro, Pound Ridge, and portions of Bedford and Yorktown.

Bond Rating

Moody's Bond Record places the State of New York's bond rating as 'A' relative to investment qualities. Westchester County carries a bond rating of 'Aaa', while the City of White Plains carries a bond rating of 'Aa1'. 'Aa' bonds are judged to be of high quality by all standards but include elements that may present long-term risks which appear somewhat higher than 'Aaa'. 'Aaa' bonds are judged to be the best quality and carry the smallest degree of investment risk. The '1' designation suggests that the bond group possesses the strongest investment attributes.


C. Social Forces

Real estate values can be influenced to a large degree by social issues impacting the region, including population trends, income levels, the profile of workers in the area, and other quality of life issues. The demographic composition of the population reveals the potential, basic demand for real estate services.

Population

The population and its geographic distribution are basic determinants of the need for real estate. Aggregate population growth is distributed among regions in response to changing economic opportunities, while the demand for real estate is created by a population's demand for the goods and services to be produced or distributed within the region. Thus, population and demographic trends can influence the demand for services provided by property, thereby affecting property value.


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Regional Analysis

After peaking in the early 1970s, population in Westchester County has remained relatively stable, exhibiting only moderate increases over the past 10 years. Between 1980 and 1990, population in Westchester increased at a compound annual rate of only 0.1 percent per year. From 1990 to 1995, population has grown at an annual rate of about 0.3 percent per annum to 888,980.

Through 2000, population growth is forecasted to be flat according to Woods & Poole Economics, lower than the rate of growth projected for the state as a whole. The Westchester County Planning Department projects population growth of 0.1 percent per year through 2000, while Demographics USA and CACI Marketing Systems forecast growth of 0.2 and 0.4 percent per annum, respectively. The consensus forecast is for 0.2 percent annual population growth through 2000.

A color graphic depicting projected population growth over the next five years is included in the Retail Market Analysis section of this report. As can be seen, the largest areas of growth are forecasted to be in areas of central and northern Westchester County. Purchase is projected to see growth of 6.0-7.6 percent per annum, while most areas surrounding White Plains will have increases between 0.1-3.0 percent per year.

Households

Household formation is an important component of demographic analysis which helps to identify changing patterns or shifts within the population. A household consists of all people occupying a single housing unit, thus providing significant sociological information about the region. Household formation also has a significant influence on demand for real estate. Households, combined with effective purchasing power, provide the basic demand for housing units and household needs, thereby transforming needs into effective demand for real estate improvements.

Like the nation as a whole, household formation has occurred at a rate in excess of population growth within the subject region. This acceleration has been the result of several trends, namely the fact that the population is generally living longer, divorce rates have been on the rise, and many younger professionals are postponing marriage and/or leaving home at an earlier age, all resulting in increases of one- and two-person households. The total number of households in Westchester County has increased from 309,450+/- in 1980 to 323,900+/- in 1995, a compound annual increase of about 0.3 percent per year. Accordingly, the number of persons per household within the MSA has decreased from 2.80 in 1980 to 2.74 in 1995.

Projections through 2000 show household growth at 0.0-0.1 percent per year, slightly higher than population growth forecasts. Westchester County Planning is projecting annual household formation at a rate of 0.4 percent per year, while Demographics USA and CACI forecast annual growth of 0.3 and 0.4 percent, respectively. Combined, the consensus forecast shows annual household growth of 0.3 percent per year through 2000.


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Regional Analysis

Income

Income levels, either on a per capita, per family, or per household basis, indicate the economic level of residents within the region and form an important component of economic analysis. Average income has a direct impact on the ability of residents to satisfy material desires for goods and services, directly affecting the demand and price levels of real estate.

Average income levels within the subject region are above state and national figures. On a per capita basis, Westchester County has an average income of $37,850 for 1995, about 44.5 percent higher than the state level of $26,189 and 68.3 percent higher than national statistics. Income growth has generally outpaced state and national trends, experiencing annual growth of roughly 7.8 percent per year (1980-90); 3.2 percent per year from 1990 to 1995 (not adjusted for inflation). Income projections show per capita income growth of 4.4 percent per year for Westchester County.

A large part of the differential between Westchester's income levels and that of the state or region is accounted for by residents who commute into Manhattan to predominantly professional, technical, and managerial employment. Although income levels are above average for the state, higher taxes and housing costs can often erode the purchasing power of area residents. As such, the effective disposable income of residents-adjusted for tax payments, contributions to pension funds, and the cost of new housing-do not rank as well against other regions of the state. This is not the case for Westchester County. Sales & Marketing Management places median household effective buying income at $59,654 for Westchester County as of 1994, 43.7 percent higher than the state median of $41,500 and 60.9 percent above the U.S. median of $37,070. The City of White Plains shows a median household EBI of $55,207.

A color graphic displaying average household income by area is presented in the Retail Market Analysis section of this report. As shown, areas of central and southern Westchester are generally more affluent than other sectors. The highest levels of income are located in Scarsdale, Purchase, Armonk, and Bedford, as well as Briarcliff Manor and Chappaqua.


D. Economic Trends

Economic forces are significant to real property value. The fundamental relationships between current and anticipated supply and demand and the economic ability of the population to satisfy its wants, needs, and demands through purchasing power are tantamount to such an analysis. Some of the specific market characteristics considered in economic analysis include employment trends, the economic base of the region, expansion and new development, and the overall economic health of the region.


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Regional Analysis

Overview

Westchester County is noted for the number of large corporations that maintain headquarters or branch operations within the county. Over one-third of the county's non-agricultural wage and salary employment is provided by the 450 largest firms that each employ over 50 or more people. At least 35 companies, 8 of which are Fortune 500 firms, maintain their corporate U.S. or international headquarters within the county. The presence of so many companies with national or international operations serves as a buffer against some of the short-term swings seen in state and local economies.

Employment Distribution

The largest sectors of non-agricultural employment in Westchester include Services, Wholesale/Retail Trade, Government, and Finance, Insurance and Real Estate (F.I.R.E.). Services currently accounts for about 39.1 percent of non-farm employment, growing at an annual rate of 0.6 percent per year over the last five years. Wholesale/Retail Trade accounts for 19.4 percent of non-agricultural employment, declining by nearly 1.6 percent per annum since 1990. Government and F.I.R.E. round out the top sectors of employment, accounting for approximately 12.1 and 10.2 percent of non-farm employment, respectively. Government jobs have been cut-back in recent years, while F.I.R.E. employment has declined by 1.9 percent per year since 1990.

Major Employers

One of the primary employers in Westchester County is International Business Machines (IBM). The firm's corporate headquarters are located in Armonk; the U.S. headquarters are in Purchase. IBM accounts for roughly 2.0 percent of all jobs in Westchester County. Other major employers in the region include Kraft General Foods, Philip Morris, Nestle, Readers Digest, AT&T, Union Carbide, Texaco, NYNEX, and Pepsico.

Corporate migration over the years has transformed Westchester from a strictly bedroom suburb of New York City, to a major employment center in its own right. Since 1960, the number of non-residents who commute into the county for work each day has steadily increased as new jobs have been created. The labor force contains a larger percentage of professional, technical, and clerical workers, and smaller percentages of blue collar categories than that of New York State as a whole. This is a reflection of the trend to locate corporate headquarters in Westchester.

Although a number of firms have been drawn to Westchester over the past decade, the largest, IBM, has undergone a corporate-wide restructuring. As part of the restructuring program, IBM has vacated significant amounts of office and industrial space throughout the county, as well as eliminating a number of jobs. The number of IBM employees has fallen from approximately 15,000 in 1985, to about 8,000 today.

The following chart details some of the largest employers presently located within Westchester County.


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Regional Analysis


Majors Employers -Westchester County

                   Employers                               No. Employees
========================================================================
Westchester County                                               9,640
------------------------------------------------------------------------
International Business Machines                                  8,000
------------------------------------------------------------------------
NYNEX                                                            5,160
------------------------------------------------------------------------
U.S. Postal Service                                              3,900
------------------------------------------------------------------------
Yonkers Public Schools                                           2,861
------------------------------------------------------------------------
Pepsico, Inc.                                                    2,550
------------------------------------------------------------------------
Consolidated Edison of New York                                  2,100
------------------------------------------------------------------------
General Motors                                                   2,000
------------------------------------------------------------------------
City of Yonkers                                                  1,965
------------------------------------------------------------------------
General Foods U.S.A.                                             1,960
------------------------------------------------------------------------
Bank of New York                                                 1,944
------------------------------------------------------------------------
AT&T                                                             1,822
========================================================================
Source: The Westchester County Association
========================================================================

Unemployment Rates

Unemployment rates in Westchester County have historically been below state and national figures. As of 1994, the unemployment rate for Westchester was 5.5 percent, 140 points below the state unemployment rate of 6.9 percent. Mirroring national trends, unemployment peaked in 1992 at 6.2 percent, followed by a generally declining trend through 1994 (5.5%).

====================================================================
                       Historic Unemployment Rates
====================================================================
                   Westchester                                United
Year                 County             New York              States
====================================================================
Feb-96                 n/a                 6.6%                5.5%
--------------------------------------------------------------------
Feb-95                 n/a                 6.9%                5.5%
--------------------------------------------------------------------
1994                   5.5%*               6.9%                6.1%
--------------------------------------------------------------------
1993                   5.4%                7.7%                6.9%
--------------------------------------------------------------------
1992                   6.2%                8.5%                7.5%
--------------------------------------------------------------------
1991                   5.4%                7.2%                6.8%
--------------------------------------------------------------------
1990                   3.4%                5.2%                5.6%
====================================================================

Source: Employment & Earnings: Bureau of Labor Statistics. Westchester County
* As of June 1994.

Although it is too soon to know what the 1995 annual adjusted rates will be, it appears that unemployment declines have moderated within the region and the state as a whole.

Employment Growth

Over the past five years, it is clear that employment growth in Westchester has moderated over the growth experienced between 1980 and 1990. Total non-farm employment grew at a compound annual rate of 1.3 percent per year from 1980 to 1990, declining by a rate of -1.1 percent from 1990 to 1995. Services and Finance, Insurance and Real Estate have historically led employment growth, followed by Transportation, Communication and Public Utilities and Government. Farm and Agricultural Service employment has remained relatively stable, while losses in the Manufacturing base have continued, but at a more moderate pace. Woods & Poole Economics projects little or no non-farm employment growth over the next five years, with an annual rate of decline forecasted at -0.2 percent per year.


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Regional Analysis

Retail Sales

Another measure of the economic health of a region is retail sales patterns. Consumers drive the economy by creating demand for goods and services and, in turn, generate the need for housing, office space, retail centers, and warehouse/distribution facilities. It is estimated that consumer spending accounts for two-thirds of all economic activity in the United Sates today. As such, retail sales patterns have become an important indicator of the economic health of a region.

Retail sales growth has been relatively strong in Westchester County over the past nine years. Since 1985, total retail sales have grown at a compound annual rate of 3.0 percent per, lower than statewide growth of 3.8 percent and national growth of 5.4 percent per annum. During this same period, White Plains experienced a decline in retail sales of -0.1 percent per year. From 1990-94, sales growth has tracked at 1.3 percent per annum for Westchester, with New York showing annual growth of 1.9 percent per year. The City of White Plains exhibited an annual sales decline of -3.3 percent per annum between 1990-94. Woods & Poole forecasts Westchester County to see annual retail sales growth of only 0.05 percent per year above inflation through 2000 (adjusted to 1987 dollars).


E. Critical Observations

The following bullet points summarize some of our general observations relating to the subject's region:

o The region's economy is relatively diverse. No single sector of employment truly dominates the economic base. Economic volatility is mitigated to a certain extent by the high concentration of government employment.

o Employment growth is projected to be flat in Westchester County through 2000, although F.I.R.E. and Services should see moderate increases.

o Population growth is forecasted to be 0.2 percent per year, while household formation will occur at an annual rate of 0.3 percent.

o Income levels are projected to increase at an annual rate of about 4.4 percent per year for the region through 2000. Retail sales projections are forecasted to grow by only 0.05 percent per year above inflation over the next five years. Demographics USA forecasts that average household Effective Buying Income will increase at an annual rate of 3.4 percent per year.

o Westchester has become an important suburb region to New York City. Nearly one-third of the county's labor force commute to New York City; approximately two-thirds of this number into Manhattan.


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CUSHMAN &
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Regional Analysis

Conclusion

The short- and long-term outlook for Westchester County and its surrounding region is for stability, with moderate long-term growth in employment and population, and better growth projected for income levels and buying power. The economy is relatively well diversified, with a strong labor force and good transportation system. On balance, we are relatively optimistic about the short-term outlook of the subject region. Long-term, the region should see stability and moderate growth. As we foresee a slow economic growth condition for the region, it is our opinion that the long-term prospect for net appreciation in commercial real estate values remains positive. Westchester County should sustain and continue moderate growth into the future, while remaining desirable to the major industries, maintaining a strong labor force with good government support.


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NEIGHBORHOOD ANALYSIS

Introduction

A neighborhood is defined as a grouping of complimentary land uses affected by similar operations of the social, economic, governmental, and environmental forces that influence property value. The area most closely surrounding the subject, whether it contains residential property, commercial property, or a mixture of commercial and residential properties, is called a neighborhood.

General Overview

The subject property is located in the City of White Plains which is situated in lower-central Westchester County. White Plains comprises a total of 9.6 square miles and is the fourth largest city, by population, within the county. It is bordered to the west by the Town of Greenburgh, to the north by the towns of North Castle and Harrison, to the east by the Town of Harrison, and to the south by the Village of Scarsdale. Neighboring communities include affluent residential areas such as Purchase, Hartsdale, Rye, and Ardsley.

The City of White Plains has evolved into a dynamic community over the past 20 years. In the process, it has transformed into a desirable retail, office, and residential location. The downtown area has developed into a significant suburban office market with major retail activity centered around the Galleria at White Plains and the newly constructed Westchester. Additionally, White Plains is the county seat for Westchester, spawning a strong governmental presence due to the location of city, county, and state and federal agencies and courts.

Access

White Plains is a convenient location for areas both inside Westchester County and out. The Bronx River and Hutchinson River Parkways provide direct access into the city from as far south as The Bronx. The New England Thruway
(I-95) also services the city along Westchester County's eastern border. I-95 provides access between New York City and Connecticut. The Cross Westchester Expressway (I-287) is the major east-west limited access roadway connecting I-95 with White Plains and west to the Tappan Zee Bridge and Rockland County. The Taconic and Saw Mill Parkways link with communities north of White Plains and provide access with northern Westchester County and Putnam County. Major local arterials include Mamaroneck Road (Route 125), North Broadway (Route 22), and North Street (Route 127).

White Plains also benefits from a good network of public transportation. Metro North's White Plains station runs express and local trains into New York City's Grand Central Station. Peak travel time is approximately 30 minutes. The city also has an efficient local bus system. Westchester County airport is located about 5 miles northeast of the downtown area.

Land Use Patterns

The subject property is located along the south side of Main Street between Court Street and Lexington Avenue. Areas surrounding and directly influencing the subject are decidedly commercial in nature. There are numerous shops and office facilities fronting the heavily trafficked streets that service the neighborhood. The Westchester County Courthouse and County Office Building are one block south, while the City Municipal Building is two blocks to


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CUSHMAN &
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Neighborhood Analysis

the east. The White Plains rail station is located two blocks to the west. The convenience of rail service via Metro North and the number of commuters who work in downtown White Plains have the effect of increasing the subject's market potential and provide an important component of customers for the mall.

Business and Employment

White Plains and surrounding areas are home to national and international corporate headquarters, including such Fortune 500 companies as Pepsico, Texaco, and Kraft General Foods. IBM is headquartered in nearby Armonk and maintains facilities throughout portions of Westchester County. Other notable facilities include New York Hospital-Cornell Medical Center, Manhattanville College, and SUNY Purchase.

White Plains is a major retail area in which many of the region's largest department stores have located. The area attracts shoppers from all parts of Westchester County, Yonkers, The Bronx, and parts of Connecticut and Putnam County, New York, principally due to the retail presence of such department stores as Bloomingdale's, Lord & Taylor, JCPenney, Saks Fifth Avenue, Neiman-Marcus, Nordstrom, Macy's, and Sears. The most recent addition to this mix of retail entities has been development of The Westchester, an enclosed regional mall which has incorporated the existing Neiman-Marcus store, as well as construction of the region's first Nordstrom department store.

While White Plains has been impacted by the past national recession, its economic diversity, as well as the quality of area improvements and office and retail space users, has helped to cushion the effect on employment and income for residents in the area. The downturn in retail sales for the City of White Plains, however, accentuates the overall affect the national recession has had.

White Plains Office Market

The subject property benefits from its location within the Central Business District and the "daytime" population that works in White Plains. The White Plains CBD posted relatively healthy results in 1995, primarily as a result of Oxford Health Plans' commitment to 265,000+/- square feet at Westchester One. This transaction was the largest lease in Westchester County since 1992 and had a tremendous impact on the overall vacancy rate.


White Plains CBD Office Market Overview (1995)

         Market Statistics             Class A Inventory       Total Inventory
================================================================================
No. Buildings:                                        22                    49
--------------------------------------------------------------------------------
Inventory:                                     4,982,291             6,433,809
--------------------------------------------------------------------------------
  - 1995 Vacancy Rate:                             23.7%                 26.4%
--------------------------------------------------------------------------------
  - 1994 Vacancy Rate:                             30.2%                 30.4%
--------------------------------------------------------------------------------
Asking Rent:                                      $24.86                $22.96
--------------------------------------------------------------------------------
Leasing Activity:                                332,571               354,397
--------------------------------------------------------------------------------
Net Absorption:                                  303,026               253,690
================================================================================
Source: Cushman & Wakefield, Inc.
================================================================================


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Neighborhood Analysis

The overall vacancy rate in White Plains at year-end 1995 was 26.4 percent, slightly higher than third quarter results, but 4.0 percent lower than year-ago levels. Class A faired considerably better than Class B space, with the Class A vacancy rate declining from 30.2 percent in fourth quarter 1994 to 23.7 percent at year-end 1995. Class B space experienced an increase in vacancy from 31.2 percent to 35.5 percent during the same period.

Recent Development Activity

As discussed in the Retail Market Analysis, The Westchester Mall opened in 1995. This project is the most recent development within the City of White Plains. The Westchester provides additional draw to the downtown vicinity, particularly on the weekends.

Conclusion

Overall, we believe that the neighborhood surrounding and influencing the subject is conducive for the continued operation of the mall. On balance, the long-term prospects for appreciation in real estate values appears good.


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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 Galleria at White Plains, it is important to first establish the boundaries of the trade area from which the subject will draw its customers. In some cases, defining the trade area may be complicated by the existence of other retail facilities on main thoroughfares within trade areas that are not clearly defined or whose trade areas overlap with that of the subject. The Galleria's potential trade area clearly overlaps with its newest competitor, The Westchester in White Plains. The subject's capture rate of area expenditure potential is also influenced to a lesser extent by other regional centers such as the Stamford Town Center and the Cross County Shopping Center in Yonkers. In addition, peripheral competition is seen in such centers as Jefferson Valley Mall in Yorktown Heights, Danbury Fair Mall in Danbury, Connecticut, Vernon Hills Mall in Eastchester, and the Poughkeepsie Galleria in Poughkeepsie, New York. Although located outside of the subject's effective trade area, it is anticipated that Palisades Center, a 3.3+/- million square foot mega-mall currently under construction in eastern Rockland County approximately 15+/- miles from the subject, will certainly impact regional shopping dynamics.

Finally, there are several free-standing department stores in White Plains within a mile and a half radius of The Galleria including Sears, Macy's, Saks Fifth Avenue and Bloomingdale's. While some cross-shopping does occur, these department stores act more as a draw to the White Plains community, creating an image for the area as a prime shopping district and generating more retail traffic to White Plains 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


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Retail Market Analysis

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 area 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 Effective Trade Area, profiled by Equifaix National Decision Systems, has been defined based on the results of a customer survey conducted by Urban Retail Properties, Co., which included polling the mall's customer's to determine the zip code of their primary residence.

Scope of Trade Area

Traditionally, a retail center's sales are principally generated from within its primary trade area, which is typically within reasonably close geographic proximity to the center itself. Generally, between 55 and 65 percent of a center's sales are generated within its primary trade area. The secondary trade area generally refers to more outlying areas which provide less frequent customers to the center. Residents within the secondary trade area would be more likely to shop closer to home due to time and travel constraints. Typically, an additional 20 to 25 percent of a center's sales will be generated from within the secondary area. The tertiary or peripheral trade area refers to more distant areas from which occasional customers to the mall reside. These residents may be drawn to the center by a particular service or store which is not found locally. Industry experience shows that between 10 and 15 percent of a center's sales are derived from customers residing outside of the trade area. This potential is commonly referred to as inflow.

Before the trade area can be defined, it is necessary that we thoroughly review the retail market and the competitive structure of the general marketplace, with consideration given as to the subject's position 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

With respect to regional mall competition, the subject appears to be well positioned. In order to examine the subject property in its proper context, we must first examine the nature of the competition. According to customer surveys, the subject's principal competitor has been considered to be the Cross County Shopping Center in Yonkers. However, J.W. O'Connor and Company opened The Westchester, an 830,000+/- square foot upscale mall located along Westchester Avenue approximately one mile south of the subject, in March of 1995. Due to its relative newness in the marketplace, its impact cannot be properly gauged at this time. Nonetheless, we view it as having a definitive impact on the subject, at least for the short run. In addition, peripheral competition does exist within its secondary and tertiary area with respect to certain other centers mentioned above.


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CUSHMAN &
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Retail Market Analysis

Competition

The following table identifies the larger alternative retail properties in the area as well as the malls located outside the region within the secondary trade areas that could overlap with that of the subject.

===================================================================================================================
                                         Competitive Retail Shopping Centers
===================================================================================================================
                                             Year
Map                                         Opened/                                                   Distance from
Key         Center/Location                Renovated        Total GLA        Anchor Stores              Subject
===================================================================================================================
  S       Galleria at White Plains           1980/           882,728              Stern's*                 N/A
                 100 Main St.                1993                              JC Penney
               White Plains, NY
-------------------------------------------------------------------------------------------------------------------
  1            The Westchester               1995            830,000         Neiman Marcus               1+/- mile
            125 Westchester Ave.                                               Nordstrom
               Westchester, NY
-------------------------------------------------------------------------------------------------------------------
  2        Stamford Town Center              1982          1,200,000             Macy's                30+/- miles
               100 Greyrock Place                                                Filene's
                 Stamford, CT                                              Saks Fifth Avenue
-------------------------------------------------------------------------------------------------------------------
  3            Cross County S.C.             1954          1,190,000             Stern's                8+/- miles
                 6K Mall Walk                                                    Sears
                 Yonkers, NY
-------------------------------------------------------------------------------------------------------------------
  4            Danbury Fair Mall             1986          1,450,000      Filene's, JCPenney           25+/- miles
         I-84 Fairground Site & Rt. 7                                        Lord & Taylor
                 Danbury, CT                                                 Macy's, Sears
-------------------------------------------------------------------------------------------------------------------
  5         Jefferson Valley Mall            1983            580,371              Macy's               40+/- miles
          Route 6 and Taconic State                                              Sears
            Yorktown Heights, NY                                         Service Merchandise
-------------------------------------------------------------------------------------------------------------------
  6        Poughkeepsie Galleria           1987/1992       1,000,000      Filene's, JCPenney           45+/- miles
            Interstate 84 & Route 9                                        Montgomery Ward
           Poughkeepsie, New York                                       Sears, Dicks, Lechmere
===================================================================================================================
         Total                                             7,134,153
===================================================================================================================
*        Will be converted to Macy's during July 1996
===================================================================================================================
Source:  Shopping Center Directory -1995
===================================================================================================================


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CUSHMAN &
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                                                          Retail Market Analysis
================================================================================

Subject Retail Center

Name:                                   The Galleria at White Plains

Location:                               100 Main St.
                                        White Plains, New York

Owner                                   The Cadillac Fairview Corporation

Distance and Time from Subject:         N/A

Year Opened:                            1980

Year(s) Expanded/Renovated:             1993

Total GLA:                              882,728+/- SF

Mall GLA:                               326,813+/- SF

Mall Shop Ratio:                        37%

Anchor Tenants:                         Stern's/Macy's                328,599 SF
                                        JCPenney                      227,316 SF
                                        --------                      ----------
                                        Total Anchor GLA              555,915 SF

Number of Mall Shops:                   150+/-

Occupancy (Mall GLA):                   81.4+/-%

Average Market Rent (Mall GLA):         $32-$38/SF

Land Area:                              9.15+/- AC

Parking/Ratio
        Existing:                       2,416; 2.7 spaces per 1,000 SF of GLA

Demographics:                           Effective Market Population:     698,222
                                        Average Household Income:        $85,799

Retail Sales:                           $344/SF -1995


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CUSHMAN &
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Retail Market Analysis

Comments:

The Galleria at White Plains is a four-level, urban regional mall in downtown White Plains. It is anchored by Stern's and JCPenney with about 326,813 square feet of in-line mall shop space. Federated Department Stores has recently announced that Stern's will be converted to a Macy's during July 1996. This follows the 1995 conversion of A&S to Stern's. Macy's presently occupies a free-standing location a block to the south in White Plains, which reportedly posted sales in excess of $65-$70 million during 1995. The more diverse merchandising of Macy's, which includes a wide array of moderate and upscale soft goods and housewares, is anticipated to provide greater appeal to the relatively affluent Westchester County shopper.

Originally developed in 1980, the center underwent extensive renovation and reconfiguration between 1992 and 1993. Both interior and exterior renovation was performed in conjunction with a remerchandising of the mall.

Vacancy at the Galleria is currently about 7.3 percent. During 1995, average mall shop sales were $344 per square foot for comparable stores, compared to $380 per square foot in 1994. This decrease in mall shop sales is considered to have resulted form the confluence of several factors, including increased competition via the entry of The Westchester into the White Plains marketplace; the conversion of A&S to Stern's; and a downward sales trend experienced by most apparel retailers during 1995. Average leasing rates for stores less than 1,000 square feet are running between $50.00 and $70.00 per square foot, while stores over 1,000 square feet range from $32.00 to $50.00 per square foot. The mall average is approximately $35.00 per square foot. Reportedly, JCPenney did $48.0+/- million in sales in 1994, equivalent to $211 per square foot. In 1995 JCPenney reportedly experienced a decline in sales to $45.0+/- million. Estimated sales for Stern's were $30+/- million, or $91.30 per square foot.

The Galleria serves a wide spectrum of shoppers and a substantial downtown employment base. The existence of this center, coupled with The Westchester, provides a formidable draw to the White Plains district.

Finally, it is noted that the Galleria has the potential to lose some existing tenants to The Westchester over the next several years as leases expire. To date, this has been a non-issue for the Galleria as many tenants have renewed leases and remodeled stores at the subject. Several stores have actually elected to open second units at The Westchester, including Athlete's Foot, The Limited Group, and The Gap, indicating their belief that this market is strong enough to support multiple stores. Although this additional risk of losing tenants to The Westchester is noted, the two properties have a minimal overlap of tenants, namely The Limited Group Stores, The Gap, and Athlete's Foot.


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CUSHMAN &
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                                                          Retail Market Analysis
================================================================================

Competitive Retail Center No. 1

Name:                                      The Westchester

Location:                                  125 Westchester Ave.
                                           Westchester, New York

Owner:                                     The O'Connor Group

Distance and Time from Subject:            1+/- miles south
                                           (5+/- minute drive time)

Year Opened:                               1995

Year(s) Expanded/Renovated:                N/A

Total GLA:                                 830,000+/- SF

Mall GLA:                                  483,800+/- SF

Mall Shop Ratio:                           58%

Anchor Tenants:                            Neiman-Marcus              143,200 SF
                                           Nordstrom                  203,000 SF
                                           ---------                  ----------
                                           Total Anchor GLA:          346,200 SF

Number of Mall Shops:                      120+/-

Occupancy (Mall GLA):                      93.0%

Average Rent (Mall GLA):                   $60-$65+/-/SF

Land Area:                                 12+/- AC

Parking/Ratio:                             3,200+/- cars; 3.86 per 1,000+/- SF

Demographics:                              Primary Market Population:   700,000
                                           Average Household Income:   $100,000
                                           (Source: Directory of Major Malls)

Retail Sales:                              $400+/SF


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CUSHMAN &
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Retail Market Analysis

Comments:

The Westchester Fashion Mall opened in March 1995 with over 830,000 square feet and two anchor stores. This is the site of the former B. Altman and existing Neiman-Marcus store in White Plains. The completed center consists of an expanded and renovated Neiman-Marcus department store, a new Nordstrom store, a five-story parking garage, and three levels of fashion-oriented mall shop space. The total project cost was reported to be $275 million, including the $16 million renovation of Neiman Marcus. In addition, The Limited Group reportedly occupies nearly 140,000 square feet in the center.

The Westchester Fashion Mall competes for customers with the Galleria at White Plains and Stamford Town Center. The Westchester's upscale orientation has, and will likely continue to have some effect on certain fashion oriented tenants at the Galleria as well as Stamford Town Center. In fact, The Westchester will likely have a greater impact on Stamford Town Center due to the similar merchandising mixes which overlap by approximately 50.0 percent. It has been reported that The Westchester pulls much more from surrounding suburbs, including western Connecticut and northern Westchester County. Their target market is geared toward shoppers who have typically traveled to Stamford or into Manhattan for shopping needs.

Tenancy at The Westchester includes (or will include) Tiffany's, Crate & Barrel, Coach, Banana Republic, The Gap, Brooks Brothers, The Limited--Cacique, Victoria's Secret, Structure, and The Limited, Sharper Image, The Museum Company, Abercrombie & Fitch, and other fashion-oriented tenants.

It has been suggested that The Westchester has not performed to projected sale levels and that some tenants have found occupancy costs too high. In fact, occupancy costs are reported to be higher than the subject. CAM charges are currently being quoted at $23.00 per square foot. Management has noted that the high-end fashion tenants are performing well, but that other more local and regional tenants are struggling with the costs of business. For this reason, a near-term shake-out among underperforming tenants is likely at The Westchester, not uncommon for newly opened malls. Nonetheless, many of the upscale, fashion-oriented tenants have done well here.

First year sales have been reported at $390.00 per square foot, with sales through the first four months of 1996 tracking between $430.00 and $440.00 per foot on an annualized basis.


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

                                                          Retail Market Analysis
================================================================================

Competitive Retail Center No. 2

Name:                                        Stamford Town Center

Location:                                    100 Greyrock Place
                                             Stamford, Connecticut

Owner:                                       Rich - Taubman Associates

Distance and Time from Subject:              30+/- miles
                                             (45+/- minute drive time)

Year Opened:                                 1982

Year(s) Expanded/Renovated:                  1995

Total GLA:                                   1,200,000+/- SF

Mail GLA:                                    705,000+/- SF

Mail Shop Ratio:                             59%

Anchor Tenants:                              Macy's                  250,000 SF
                                             Filene's                170,000 SF
                                             Saks Fifth Avenue        75,000 SF
                                             -----------------       ----------
                                             Total Anchor GLA:       495,000 SF

Number of Mail Shops                         145+/-

Occupancy (Mail GLA):                        90%

Average Rent (Mail GLA):                     NA

Land Area:                                   11+/-AC

Parking/Ratio:                               3,800+/- cars; 3.17 per 1,000+/- SF

Demographics:                                Primary Market Population: 350,000
                                             Average Household Income:  $45,000
                                             (Source: Directory of Major Malls)

Retail Sales:                                $350-$400/SF (estimated)


-24-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Retail Market Analysis

Comments:

The Stamford Town Center is located off Interstate 95 in downtown Stamford, Connecticut. This urban regional mall is an integral part of the downtown Stamford market and includes four levels of shopping, a multi-level parking garage, and three anchor stores. The interior of the mall is illuminated by a matrix of artificial skylights that cast fluorescent lighting onto the mall concourse. In-line shops are decidedly upscale/fashion-oriented with very few vacancies observed. Several suites are currently being remodeled or prepared for opening.

JCPenney closed its 173,247 square foot store here in July 1994, citing unrealized sales projections at the location. Since the mall's inception, the upper-end stores have emerged as the dominant market at Stamford, cutting support for JCPenney and some of the low to middle-end shops. The May Company purchased the JCPenney store for a reported price of $18,950,000 ($109.38 per square foot) and opened a Filene's department store during late 1995.

The owners of Stamford Town Center also control a 4.5 acre parcel across from the mall. Plans had been in the works to expand the mall by 400,000 square foot possibly with Nordstrom as an anchor. The owners have more recently decided to develop the property as a two-level specialty center with discount and off price oriented tenants. The idea is to bring in category killers that enhance the overall draw of the mall by tapping that segment of the market it does not now address.

Saks had sales of $16.6 million in 1994, equivalent to approximately $214 per square foot. Reportedly, Macy's did $61.0 million in 1993, equivalent to $230 per square foot. The mall's management declined to release information regarding 1995 results.

Stamford competes for the upscale customer which is located between the wealthy suburbs of Greenwich and the towns of central Fairfield County, including Norwalk and Darien. The center's more affluent clientele are generally coming from the south and west in Westchester and even Manhattan. Occupancy is estimated to be over 95.0 percent with sales in excess of $350 per square foot.


-25-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

                                                          Retail Market Analysis
================================================================================

Competitive Retail Center No. 3

Name:                                   Cross County Shopping Center

Location:                               6K Mall Walk
                                        Yonkers, New York

Owner.                                  Brooks Shopping Centers, Inc.

Distance and Time from Subject:         8+/- miles southwest
                                        (20+/- minute drive time)

Year Opened:                            1954

Year(s) Expanded/Renovated:             NA

Total GLA:                              1,190,000+/- SF

Mall GLA:                               718,971 +/- SF

Mall Shop Ratio:                        60%

Anchor Tenants:                         Stern's                      260,000 SF
                                        Sears                        211,029 SF
                                        -----                        ----------
                                        Total Anchor GLA:            471,029 SF

Number of Mall Shops:                   108+/-

Occupancy (Mall GLA):                   99%

Average Rent (Mall GLA)                 $20-$40 (estimated)

Land Area:                              74+/- AC

Parking/Ratio:                          5,400+/- cars; 4.5 per 1,000+/- SF

Demographics:                           Primary Market Population:    2,000,000
                                        Average Household Income:       $45,000
                                        (Source: Directory of Major Malls)

Retail Sales:                           $250/SF (estimated)


-26-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Retail Market Analysis

Comments:

Cross County is a two-level open-air mail located in Yonkers, one of the southernmost towns in Westchester County and approximately 8 miles from The Galleria. Cross County opened in 1954 and consists of 2 anchors (Stern's and Sears) and 102 mall stores. While the Sears store (formerly Wanamaker's) is in good condition, the majority of the center, including Stern's, is in poor to average condition. In conjunction with the closing of Stern's at the Galleria at White Plains, Federated Department Stores has announced it will substantially renovate its Cross County store.

Cross County appeals to a client base similar to that of the more moderate-income level Galleria shopper. Its tenant mix lacks consistency as there are a large amount of lower end retailers that are local non-credit tenants. The mall's management would not release any information about the center. The Galleria and Cross County have significant overlap in their trade areas, but the more affluent northern, eastern and western Westchester residents are drawn to The Galleria in greater numbers. Cross County is not a competitor for the daytime Downtown White Plains base. Although most competitive for the lower to moderate end shopper, Cross County reports a sizable primary target market of some 2,000,000 people with an average household income of over $40,000.


-27-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

                                                          Retail Market Analysis
================================================================================

Competitive Retail Center No. 4

Name:                                   Danbury Fair Mall

Location:                               I-84 Fairground Site & Rt. 7
                                        Danbury, Connecticut

Owner:                                  Wilmorite, Inc.

Distance and Time from Subject:         25+/- miles northeast
                                        (40+/- minute drive time)

Year Opened:                            1986

Year(s) Expanded/Renovated:             1987/1988/1991/1992

Total GLA:                              1,270,146+/- SF

Mall GLA:                               462,146+/- SF

Mall Shop Ratio:                        36%

Anchor Tenants:                         Filene's                     173,000 SF
                                        JCPenney                     137,000 SF
                                        Lord & Taylor                 80,000 SF
                                        Macy's                       240,000 SF
                                        Sears                        178,000 SF
                                        -----                        ----------
                                        Total Anchor GLA:            808,000 SF

Number of Mall Shops:                   210+/-

Occupancy (Mall GLA):                   97%

Average Rent (Mall GLA)                 $30-$50 estimated

Land Area:                              120+/- AC

Parking/Ratio:                          6,500+/- cars; 4.5 per 1,000+/- SF

Demographics:                           Primary Market Population:      360,000
                                        Average Household Income:       $47,000
                                        (Source: Directory of Major Malls)

Retail Sales:                           $420/SF


-28-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Retail Market Analysis

Comments:

Danbury Fair Mall is a two-level, super-regional shopping center in Danbury, Connecticut. Built in 1986, the mail is located at Interstate 84 and Route 7 on the former Connecticut state fairgrounds. Danbury Fair is anchored by Sears, Macy's, Lord & Taylor, Filene's, and JCPenney, and contains approximately 500,000+/-square feet of mall shop area. The total project includes 1,270,146+/- square feet.

Danbury Fair serves an extensive trade area which encompasses areas of Central Connecticut and Southeast New York State. The mall's primary trade area, which encircles a 15-mile radius around the site, includes a population of over 360,000 with 128,281 households. Average household income is estimated to be $81,669. The mall was reported to be 96 to 97 percent occupied and sales were estimated at $420 per square foot.


-29-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

                                                          Retail Market Analysis
================================================================================

Competitive Retail Center No. 5

Name:                                   Jefferson Valley Mail

Location:                               Route 6 and Taconic State Parkway
                                        Westchester County
                                        Yorktown Heights, New York

Owner                                   Melvin Simon & Associates

Distance and Time from Subject:         40+/- miles northwest; 60+/- minute
                                        drive time

Year Opened:                            1983

Year(s) Expanded/Renovated:             N/A

Total GLA:                              580,371+/- SF

Anchor Tenants:                         Jordan Marsh              119,900+/- SF
                                        Sears                     155,400+/- SF
                                        Service Merchandise        32,815+/- SF
                                        -------------------       -------------
                                        Total                     308,115+/- SF

Number of Mall Shops:                   108+/- stores

Land Area:                              50+/- AC

Parking/Ratio:                          2,950+/- cars/5.1+/- per 1,000+/- SF

Demographics:                           Primary Population:             152,821
                                        Average Household Income:       $63,500
                                        (Source: Directory of Major Malls)


-30-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Retail Market Analysis

Comments:

Jefferson Valley Mail is a two-level regional mall anchored by Jordan Marsh and Sears in Yorktown Heights, New York. The mall contains approximately 580,371 square feet and was constructed in 1983.

Jefferson Valley Mall captures most of its sales from upper Westchester County and neighboring Putnam County. Sears is clearly not a fashion leader and Jordan Marsh is not a regional force in this market. The merchandising mix of this center is not positioned to capture the market' more upscale potential.

Average mall shop sales in 1993 were $310 per square foot for comparable stores. Leases range from $20.00 to $43.00 per square foot with average rent by size category as follows: less than 1,000 feet, $43.00; 1,000 to 3,999 feet, $30.00; 4,000 to 5,999, $25.00; and 6,000 to 30,000, $20.00. Food court rents average approximately $70.00 per square foot, while kiosks average $190.00.


-31-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

                                                          Retail Market Analysis
================================================================================

Competitive Retail Center No. 6

Name:                                   Poughkeepsie Galleria

Location:                               I-84 and Route 9
                                        Poughkeepsie, New York

Owner                                   Pyramid Companies

Distance and Time from Subject:         45+/- miles northeast
                                        (60+/ minute drive time)

Year Opened:                            1987

Year(s) Expanded/Renovated:             1992

Total GLA:                              1,000,000+/- SF

Mail GLA:                               235,549+/- SF

Mall Shop Ratio:                        24%

Anchor Tenants:                         Filene's                     119,873 SF
                                        JCPenney                     179,953 SF
                                        Montgomery Ward              150,000 SF
                                        Sears                        112,000 SF
                                        Dick's Sporting Goods        125,000 SF
                                        Lechmere                      77,337 SF
                                        --------                     ----------
                                        Total Anchor GLA:            764,000 SF

Number of Mall Shops:                   145+/-

Occupancy (Mall GLA):                   96%

Average Rent (Mall GLA)                 $20-$30/SF

Land Area:                              120+/- AC

Parking/Ratio:                          7,000+/- cars; 6.5 per 1,000+/- SF

Demographics:                           Primary Market Population:      450,000
                                        Average Household Income:       $45,000
                                        (Source: Directory of Major Malls)

Retail Sales:                           $308/SF


-32-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Retail Market Analysis

Comments:

The Poughkeepsie Galleria was constructed in 1987 and contains approximately 1.0 million square feet. The center is located off Interstate 84 and Route 9 in Dutchess County and is anchored by six major tenants. This is a two level enclosed mall with a traditional mix of tenants that cater to a broad middle income market.

Current occupancy in this center is pegged at 96.0 percent. Average mall shop sales are reported to be $308 per square foot with rents ranging from $20 to $30 on average. By virtue of its distance form the subject, it is only indirectly competitive with The Galleria.


-33-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Retail Market Analysis

The mall properties cited above (inclusive of the subject) comprise approximately 7.1+/- million square feet of mall space. Along with The Westchester, the subject is one of two regional malls located within the White Plains MSA, and together with the more remote Cross County Center and The Jefferson Mall, one of four regional malls located within Westchester County.

Other Competition

As discussed, direct mall competition for the subject in its immediate trade area is limited to The Westchester. In addition to the facilities described, the balance of the retail inventory proximate to the Galleria at White Plains consists of several free-standing department stores, as well as two notable shopping centers located within the subject's primary trade area. A brief description of these department stores and retail centers will serve to portray the balance of the neighborhood retail alignment.

The eastern section of White Plains has long been a magnet for top retailers. The nearby Saks and Bloomingdale's locations, along with Sears and Macy's department stores in downtown White Plains, are free-standing units and are not deemed to be directly competitive to The Galleria's full array of shops. It is expected that they will continue to attract shoppers to the area, and while they carry much of the same quality of merchandise, shoppers will prefer the convenience of enclosed attached parking with a variety of specialty stores in one location.

Bloomingdale's occupies a free-standing, three-story department store constructed in 1975. The store is situated in the middle of an ample site surrounded by open parking (this would permit additional development or expansion if the parking were decked). The 240,000+/- square foot store includes almost all of the departments found in its New York City store including a gourmet food shop on a below grade level.

Saks was one of the first upscale Manhattan-based department stores to come to Westchester when it opened its White Plains store in 1954. The 160,000+/- square foot store sits across Maple Avenue from The Westchester. Parking is provided on two levels of open pavement, each of which serves the stores two retail levels. A two-story enclosed deck was later added to the property, however, it is not attached to the store.

Westchester Place has been a proposed 820,000 square foot mall in White Plains to be developed around the existing Saks Fifth Avenue site at Bloomingdale Road and Maple Avenue. The developer, Alex Conroy of Greenwich, has reportedly purchased the former NYNEX property and has a partnership agreement with Saks. The project was originally proposed to be an 800,000+/- square foot regional mall with Saks and other anchors (to be named). This project is not expected to go forward along the scale as proposed but will likely be something much smaller. At this time, there is no firm development plan. Saks' real estate personnel have advised us that they are considering a number of options for the store at this time.

Macy's is a cornerstone of downtown White Plains retail. The 350,000+/- square foot three-level store was opened in 1949. The building sits at the corner of Main Street and Mamaroneck Avenue. Parking is provided by an adjacent municipally-owned, decked structure which is attached to the top level of the store by a covered walkway. Because of


-34-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Retail Market Analysis

the difficult vehicular access of its downtown location, Macy's relies more on pedestrian traffic than do the other area department stores. Federated Department Stores, owner of Stern's, Bloomingdale's and Macy's, has announced that they will convert the Stern's located at the Galleria at White Plains to a Macy's, and vacate the free-standing location. No firm alternative use plans for the free-standing store have been announced. It is believed that Federated will sell the property, which might be picked up by a big box user or discount department store.

Sears has a free-standing unit near the White Plains Municipal Building. Shoppers are inconvenienced with the fact that they have to pay to park to shop at a Sears store when other suburban locations are free.

There are other retail projects which also compete to some degree with the subject.

The Pavilion at White Plains

This four-level, 180,000+/- square foot enclosed power center is a re-use of the former Alexander's department store a few blocks from The Westchester Fashion Mall. Leases in the center range from $16 to $20 per square foot for major tenants, and $20 to $25 per square foot for smaller space users. The site was purchased for $16.0 million and the project developed by The Fischer Group of New York and locally based Hamilton Development. It was originally planned as a high-end anchorless center, but its developers could not secure tenants or financing in the face of The Westchester. They decided to reposition it as a power center. The center reportedly leased relatively quickly under its repositioned merchandising format. Nonetheless, the developers had encountered severe cost overruns with estimates of $50.0 to $55.0 million in total development costs. As such, they were forced to look for a buyer.

This project opened over the course of a six month time period between December 1993 and June 1994. The buyer reportedly acquired the property with a strong emphasis on in-place income. The project has covered parking and development rights to expand by 70,000 square feet. The buyer has no immediate plans to expand, but will want to gauge the impact of The Westchester.

Vernon Hills Mall

Vernon Hills is a 350,000 square foot specialty center located in Eastchester, approximately 5 miles south of The Galleria. It was built in 1958. Vernon Hills, owned by Salvatore Pepe, is an unenclosed combination of small strip centers and free standing stores. It includes a limited array of upscale merchants, including Lord & Taylor in an owned, 110,000+/- square foot store, Brooks Brothers, Ann Taylor, Laura Ashley, and Talbot's. A subsidiary of the May Company, Lord & Taylor crries a moderate to better mix of merchandise. This two level store has a good assortment of moderate, bridge, and between sportswear and dresses. Bonwit Teller, which occupied one of the free-standing units in the center, closed in early 1990 due to the chain's bankruptcy. This store has since been subdivided and leased to The Gap, Gap Kids and Gap Shoes, Banana Republic and Brooks Brothers. This center is 100 percent occupied; rents for small shop spaced are reported to be between $35 to $50 per square foot, triple net.


-35-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Retail Market Analysis

Future Regional Competition

The Pyramid Companies is currently constructing Palisades Center. Upon completion in November 1996, this center will contain approximately 3.3 million square feet of gross leasable area and will integrate tenants representing every category of retail offering. Being developed on a 120 acre site off of Interstate 87 in West Nyack, New York, Palisades will be a four level, 3.3 million square foot super-regional shopping center. Palisades will be comprised of eight towers to be tenanted by big-box anchors, category retailers and/or traditional department stores which will aggregate approximately 2.4 million square feet and a mail shop area of up to 850,000 square feet.

Major stores include a 118,000 square foot BJ's Wholesale Club, The Home Depot at 135,000 square feet, a 132,000 square foot Wal-Mart, Filene's at 200,000 square feet, Lord & Taylor at 118,000 square feet, and a 156,000 square foot JC Penney.

Big-box tenants include a 100,000 square foot Toys R Us Superstore, a 55,000 square foot Dick's Clothing and Sporting Goods, a proposed 55,000 square foot Nordstrom's Rack, a proposed 33,000 square foot Borders Books & Music, and Bed, Bath and Beyond and Nobody Beats the Wiz, both of 48,000 square feet. The mall will also include large space user tenants Gap Old Navy at 24,000 square feet, a 23,000 Just for Fun, and a 30,000 square foot Crate & Barrel. The project will comprise 752,000 square feet of mall shop space located on four levels along with approximately 70,000 square feet of Disney concepts.

This center will also include a "thEATery" concept which was created to maximize the impact of the entertainment facility that will be developed by situating restaurants adjacent to a 20-screen cinema complex. Sony Theaters will be locating on the fourth level of the mall. Up to 22 casual dining restaurants may be incorporated within the 215,000 square foot "thEATery" and provide a varied cross-section of dining choices for the consumer. Restaurants will include several of the Brinker International concepts including Chili's and Macaroni Grill, and such other notable eating establishments as Legal Seafood, Champps Americana, Bice and The Palm.

Palisades Center is located approximately 15 miles northeast of the subject and will likely have some impact on area shopping patterns. Management at the subject noted that the Galleria only draws about 5.0 percent of its customers from across the river in Nyack. They do not expect the Palisades to have a material impact on sales at the subject.

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 average GLA per capita for the United States and State of New York were 5.5+/- and 4.2+/- square feet, respectively, for 1995. This statistic pertains to centers in excess of 400,000 square feet


-36-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Retail Market Analysis

As noted previously, inclusive of the subject, Westchester County is the location of four regional malls with a combined GLA of 3.5+/- million square feet. With an estimated Westchester County population of 898,586, this results in approximately 3.9+/- square feet of regional mall GLA per person. 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.

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 JC Penney and Stern's. Stern's will be converted to a Macy's during 1996. The following is a profile of each of these anchor tenants.

JC Penney, the fourth largest retailer in the United States (after Wal-Mart, K-Mart and Sears), operates 1,233 JC Penney department stores and 526 drug stores (Thrift Drug and Treasury Drug) throughout all 50 states and Puerto Rico. The $21 billion company has changed its historical image as a discount dime store and has targeted upper-middle-class consumers by adding brand-name soft goods and dropping hard goods from the in-store product mix. Today the company's product mix centers on apparel, shoes, jewelry, and home furnishings. In 1994, retail sales rose 7.4 percent to $20.4 billion, surpassing the $20 billion mark for the first time. Net income also exceeded $1 billion for the first time ever. Total revenues were up 7.7 percent to $21.1 billion. The company has experienced a ten year compound annual growth rate in retail sales (1984-1994) of about 4.2 percent. Overall, productivity among stores increased by 8.9 percent to $159 per square foot from $146 per square foot in 1993, and $137 per square foot in 1992. Catalog sales totaled $3.8 billion in 1994-95, accounting for 19 percent of total retail sales. Drug stores, under the Thrift Drug name, totaled 526 units in 1994-95 and accounted for 7.6 percent of total sales which achieved $243 per square foot. The company currently has approximately 113 million square feet of store space. In February 1995, the company acquired the 97 unit Kerr Drug Store chain. The company will continue to expand its private brand lines. In addition, the catalog operation is posed to continue to do well, coming off of its highest sales in its 31 year history. The company did not fare as well in fiscal 1995 (year ending January 1995) with earnings falling by 20 percent and same store sales declining by 2.5 percent in the fourth quarter and 1.4 percent for the fiscal year. The company is planning a $700 capital expenditure program over the next three years to help bolster store performance. Value Line reports that the company's financial strength warrants an "B++" rating. Standard & Poors has forecasted a continued modest rise in comparable store sales. They rate 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 Home Co., a department store retailer operating ten units in Pittsburgh and Erie, Pennsylvania


-37-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Retail Market Analysis

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, Stern's 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:

========================================================================================================
                                   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
--------------------------------------------------------------------------------------------------------
              Stern's                         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.
========================================================================================================


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Retail Market Analysis

Federated has a C++ rating from Value Line. By fiscal 1995, 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 1995 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.

Trade Area Definition

The Galleria at White Plains is located in downtown White Plains in the heart of the Central Business District. The Central Business District is afforded three interchanges with I-287, the Cross Westchester Expressway. It is also immediately proximate to the downtown office buildings and employment centers. Market research indicates that approximately 20 percent of the mall's customers walk to the mall. The property is also located within two blocks of the White Plains train and bus terminals, both of which are major hubs. This strategic location makes it one of the most accessible retail locations within the New York MSA. The advantage of interstate access has the effect of expanding the mall's trade area by virtue of reducing travel time for residents in more distant locations.

As discussed in the previous section, the location and accessibility of competing centers also has direct bearing on the formation and make-up of a mall's trade area. To the south of the mall is the Cross County Shopping Center. The center is most frequently cited and cross shopped by patrons of the Galleria. As an open air center it lacks the ambiance and convenience of the subject and its anchors are not as strong.

Also found to the south is the Vernon Hills Mall, an upscale open air center that does well but is considered to be secondary competition. To the north and northeast are both the Jefferson Valley and Danbury Fair Malls, which combined, do a very good job at limiting the subject's northern penetration. However, their sheer distance from the subject marks them as secondary competition.


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Retail Market Analysis

The Stamford Town Center to the east has positioned itself formidably as a fashion center catering to the wealthier communities of southeastern Connecticut and Westchester County. In view of the subject's more broad-based traditional merchandising, it co-exists quite readily with Stamford Town Center. The recent completion of The Westchester shows that it is merchandised to be upscale and as such, should compete most directly with Stamford Town Center. Quite obviously, there will be some effect on the Galleria through curiosity and cross shopping, and some tenants will likely leave for the O'Connor project, but we feel comfortable that both malls can co-exist in the White Plains market. We further believe that the decision by Federated to convert the Stern's to a Macy's will bode well for the subject's long term merchandising and direction. Effectively, the Galleria is more clearly defining its traditional, broad based mass market appeal, leaving the higher end market for its competitors. The balance of the Central Business District retail structure is made up of the various department and specialty stores that comprise the retail infill. In our opinion, they collectively act as a traffic generator which in turn benefits the area in general.

Although located outside of the subject's effective trade area, it is anticipated that Palisades Center, a 3.3+/- million square foot mega-mall currently under construction in eastern Rockland County approximately 15+/- miles from the subject, will certainly impact regional shopping dynamics. Relative to the Galleria at White Plains, this center's strongest draw for Westchester County shoppers will most likely be the depth of big box and category killer tenants whose expansions have been inhibited in Westchester County due to a scarcity of development sites. These retailers include Wal-mart, BJ's Wholesale Club and Home Depot.

To summarize, the foundation of our analysis in the delineation of The Galleria at White Plains trade area may be summarized as follows:

1. The Hudson River effectively defines the subject trade area's western border. With the planned 1996 completion of Palisades Center, competition will become much more intense in this area, with the subject benefiting from the physical and psychological barriers posed by the river.

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

3. 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.

4. The size, anchor tenancy and merchandising composition of the mall tenants enhances its total market penetration.

5. Adequate cross shopping occurs with various free-standing department stores within the White Plains Central Business District, whose overall presence compliments rather than competes with the mall.

Ownership has provided us with the results of their most recent customer survey which has identified shopping patterns based upon origin by zip codes. After reviewing this report in conjunction with our independent analysis of the trade area, we are in concurrence with its findings. As such, we have elected to rely on some of the demographic results it has


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Retail Market Analysis

produced. An analysis of key demographic indicators can then be performed based upon this defined trade area.

Population

Once the market area has been established, the focus of our analysis centers on the trade area's population. Equifax National Decision Systems 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. 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 7,929 to 383,211. This 2.11 percent increase (0.35 percent per annum) is consistent with of the effective trade area. Expanding to the effective trade area, the current population increases to 698,228. The current projection is for a continuation of this trend with additional growth of 0.37 percent per annum for the primary and effective trade areas. On balance, we note that population growth throughout the trade area has outpaced that of the New York MSA and New York State, although trails the national growth rate.

Provided on the Following Pages are graphic representations of the current population distribution and projected population growth.


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

[GRAPHIC OMITTED]

GALLERIA AT WHITE PLAINS
EFFECTIVE TRADE AREA

[MAP]

Pop 96: TOTAL (EST.)


[GRAPHIC OMITTED]

GALLERIA AT WHITE PLAINS
EFFECTIVE TRADE AREA

[MAP]

Population % Growth 1996-2001


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 6,856 households, increasing by 4.9 percent to 145,604 units. This growth is equivalent to a compound annual increase of .81 percent. Alternatively, the secondary trade area added 6,161 households to 121,318, indicating a slightly higher .87 percent annual rate of growth. Combined, the total trade area is currently estimated to contain 266,922 households.

Between 1996 and 2001, the primary trade area is expected to grow by 3.52 percent (.69 percent per annum) to 150,725 households. This rate of growth is slightly less than that for the secondary area which is expected to grow by 3.79 percent. Overall, the total trade area is expected to grow by 3.64 percent to nearly 277,000 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 an affluent, upper-middle income market. According to ENDS, average household income within the primary trade area is currently $90,118.


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CUSHMAN &
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VALUATION ADVISORY SERVICES

Retail Market Analysis

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.

=================================================
             Average Household Income
=================================================
Survey Area                         Avg HH Income
=================================================
Primary Trade Area                      $90,118
-------------------------------------------------
Secondary Trade Area                    $80,457
-------------------------------------------------
Effective Trade Area                    $85,779
-------------------------------------------------
Westchester County                      $88,846
-------------------------------------------------
New York MSA                            $59,659
-------------------------------------------------
State of New York                       $57,348
-------------------------------------------------
United States                           $49,031
=================================================

Sources: Equifax National Decision Systems

These statistics show that the primary trade area has an average household income of $90,118 which decreases to $85,779 with the inclusion of the lower income, but still relatively affluent, areas in the secondary market. The effective trade area's average household income is well above that of the 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 lies near the middle of the upper income communities. Generally, the highest concentrations of wealth (average incomes of $120,000 and higher) are found to the south and east 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 4.49 percent.


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

[GRAPHIC OMITTED]

GALLERIA AT WHITE PLAINS
EFFECTIVE TRADE AREA

[MAP]

HH96 By Income: Average (EST.)


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 onset of 1995, Westchester County had an aggregate EBI of $25.6 billion. A comparison can be made to the total New York consolidated area and New York State.

======================================================================================================================
                                                   Effective Buying Income
======================================================================================================================
                               1990                               1995                        Compound Annual Chg.
                 -----------------------------------------------------------------------------------------------------
                  Total EBI           Median HH        Total EBI         Median HH        Total EBI         Med HH EBI
Area              ($Bil)                 EBI            ($Bil)              EBI            ('90-95)          ('90-95)
======================================================================================================================
Westchester           $19.1             $42,287            $25.6           $59,654            6.08%              7.12%
County
----------------------------------------------------------------------------------------------------------------------
New York             $132.1             $25,129           $172.7           $40,569            5.51%             10.05%
MSA
----------------------------------------------------------------------------------------------------------------------
New York         $269,608.7             $27,632       $347,315.8           $42,460            5.20%              8.97%
State
======================================================================================================================
Source, Sales & Marketing Management "Survey of Buying Power"
======================================================================================================================

The data above shows that the median household effective buying income for Westchester County significantly exceeds that of the New York consolidated area and New York State. Since 1990, the total EBI has grown at a compound annual rate of 6.09 percent while the median household EBI has grown by 7.12 percent. Both of these measures have exceeded inflation over this period.

Retail Sales

Retail sales growth for the Westchester County was compared to that of the New York consolidated area and New York State. This Comparison is shown below.

=========================================================================================================================
                                                       Retail Sales
=========================================================================================================================
                               1990                               1995                        Compound Annual Chg.
                 --------------------------------------------------------------------------------------------------------
                  Total Sales           Median HH        Total Sales         Median HH        Total Sales       Med HH
Area                ($Mil)                Sales            ($Bil)              Sales           ('90-95)     Sales('90-95)
=========================================================================================================================
Westchester          $7,927.8             $24,431           $8,457.4            $26,144           1.30%             1.36%
County
-------------------------------------------------------------------------------------------------------------------------
New York            $48,121.1             $13,810          $50,734.8            $15,080           1.06%             1.78%
MSA
-------------------------------------------------------------------------------------------------------------------------
New York           $122,452.8             $17,871         $134,422.0            $20,523           1.88%             2.81%
State
=========================================================================================================================
Source: Sales & Marketing Management "Survey of Buying Power"
=========================================================================================================================

Total retail sales for Westchester County have increased at a compound annual rate of 1.30 percent, while retail sales per household have increased at an annual compound rate of 1.36 percent. While overall these growth rates trail those of the state, we note that annual compound growth of total retail sales has exceeded that of the New York Metro Area. Further, Westchester County's retail sales per household of $26,144 exceeds that of the New York metro area by over 70.0 percent and that of New York State by 27.0 percent.


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CUSHMAN &
WAKEFIELD(R)
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 most 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.

===================================================
            Comparable Mall Shops Sales
===================================================
Year              Sales Per Sq/Ft   Percentage Chg.
===================================================
1991                   $405                 -
---------------------------------------------------
1992                   $366              -9.63%
---------------------------------------------------
1993                   $368               0.55%
---------------------------------------------------
1994                   $380               3.26%
---------------------------------------------------
1995                   $344              -9.47%
===================================================

As illustrated above, comparable sales posted a noticeable decrease between 1994 and 1995 to $344 per square foot. This decrease in mall shop sales is considered to have resulted from the confluence of several factors, including increased competition via the entry of The Westchester into the White Plains marketplace; the conversion of A&S to Stern's; and a downward sales trend experienced by most apparel retailers during 1995.

Total reporting mall shop sales for 1995 were $88.6 million. Based on a reporting GLA of 267,105 square feet, this results in mall shop sales of $331.61 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 Institute's Dollars and Cents of Shopping Centers (1995) reports national and regional sales averages for regional and super-regional shopping malls. Nationally, average sales at super-regional centers 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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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 eastern part of the country, the subject's 1995 sales performance of $332 per square foot can be compared to its peers as shown below.

===============================================================
                       Average         Subject         Variance
===============================================================
United States           $176             $332             187%
---------------------------------------------------------------
East                    $205             $332             162%
===============================================================

On a relative basis, the subject is substantially outperforming its peer group on average in terms of sales productivity, and ranks in the upper decile on both a national and regional basis.

Anchor Store Sales

Neither JCPenney or Federated Department Stores (A&S/Stern's) is required to report sales to mall management. Anecdotally, Stern's posted satisfactory results during 1995, although both A&S and Macy's have historically reported significantly higher sales volumes in the White Plains marketplace than their more mid-market counterpart. The JCPenney store is considered to perform well-above the company's national average. As noted earlier in this report, JCPenney and Federated Department Stores (Macy's, A&S, Stern's) represent two of the nation's leading department store companies.

It has been reported that JCPenney had sales of about $45.0 million in 1995, down from about $48.0 million in 1994. Stern's had sales of roughly $30.0 million in 1995, down from A&S sales of $45.0 million in 1994.

A comparison of the subject's department store performance can be made to their peers. The Urban Land Institute also 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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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 & Centers 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. While remaining clearly positioned to appeal to the broad middle of the market, the subject property reflects this trend toward market segmentation, as evidenced by the recent remerchandising of mall shop tenants and the planned conversion of Stern's to Macy's. We believe that the conversion of Stern's to Macy's later this year will bode well for the mall. Macy's is a highly recognized name in the New York region, and a formidable presence in the White Plains retail market. Macy's


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CUSHMAN &
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VALUATION ADVISORY SERVICES

Retail Market Analysis

broad merchandising mix provides for a wide array of soft goods and housewares ranging from mid-market to more upscale price points. Macy's delivery of a strong traditional merchandise base together with more upscale offerings is well matched to the Galleria's position within the Westchester County marketplace - a dominant mall for traditional merchandise that is also located in one of the nation's most affluent markets.

JMB recently completed a fairly significant renovation of the mall, and its re-tenanting program continues as of this writing. This plan is partly in response to changing (advancing) demographics and follows a typical cycle for the rejuvenation of the center which is now 15+/- years old. Equally as important, however, is the fact that ownership has and continues to fortify the subject's competitive position against The Westchester, which provides shoppers a wide array of unique retailers together in a distinctly upscale and appealing shopping environment.

Conclusion

We have analyzed the profile of the New York MSA and Westchester County in order to make reasonable assumptions as to the continued performance of the subjects trade area.

A metropolitan and locational overview was presented which highlighted important points about the study area and demographic and economic data specific to the trade area were presented. The trade area profile discussed encompassed a zip code based analysis separating the primary and secondary components that was established based upon a thorough study of the competitive retail structure. Marketing information relating to these sectors was presented and analyzed in order to determine patterns of change and growth as it impacts The Galleria at White Plains. Next we discussed the subject's retail sales history. This data is useful in giving quantitative dimensions of the total trade area, while our comments serve to provide qualitative insight into this market. A compilation of this data provides the basis for our projections and forecasts particular to the subject property. The following summarizes our key conclusions:

o The subject is benefited by its location in the nation's largest metropolitan area. Within this component of the MSA, the subject is the dominant destination retail center for a primary trade area of nearly 380,000 people. It is also well positioned to serve a substantial Central Business District population that dramatically increases during business hours. These individuals have additional purchasing power not measured in the trade area demographic statistics.

o The MSA has excellent inter and intra-regional accessibility. The subject is benefited by excellent regional accessibility being located proximate to I-287 and the regional road network.

o The subject offers a cohesive merchandising mix with a strong allocation of regional and national tenants. Therefore, merchants have the benefit of stronger advertising budgets and are more familiar to shoppers which typically results in higher sales levels.


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Retail Market Analysis

o From a competitive standpoint, the mall dominates the market for traditional merchandise. The decision by Federated Department Stores to convert the subject Stern's to a Macy's format, is, in our opinion, an important development that will serve to broaden the subject's market appeal.

o Coincidental to the opening of The Westchester, an 830,000+/- square foot regional mall anchored by Neiman Marcus and Nordstrom's tenanted by an upscale mall shop tenant base, and the conversion of A&S to Stem's, comparable mall shop sales posted a noticeable decrease during 1995. It is our opinion that with the conversion of Stern's to Macy's, together with the declining novelty of The Westchester, sales should mark an increase during 1996. We note that despite the recent decline in mall shop sales, the mall shop's per square foot sales volumes remain in the top decile on both a regional and national basis.

Our analysis concludes that the existing and planned merchandising mix of the mall shops, its excellent Central Business District location, and the popularity of the anchor department stores all combine to establish The Galleria at White Plains as a major retail center in its trade area. We believe that with competent management, aggressive marketing and a responsive maintenance program, it should maintain and likely enhance its position throughout the foreseeable future.

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, two-level, regional mall containing 301,767 square feet of mall shop GLA anchored by two anchor stores for a combined mall GLA of 883,782 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 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.


-52-

CUSHMAN &
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VALUATION ADVISORY SERVICES

Retail Market Analysis

The subject is characterized as a well-located, established regional mall which dominates the traditional merchandising format within its primary market. The subject's primary trade area has a current population of approximately 383,221 people and is projected to experience moderate but steady 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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PROPERTY DESCRIPTION

Site Description

Location:                               100 Main Street, City of White Plains,
                                        Westchester County, New York. The site
                                        is bounded by Main Street to the north,
                                        Martine Avenue to the south, Court
                                        Street to the east, and Lexington Avenue
                                        to the west.

Land Area
    Mail Site:                          5.44+/- acres
    JCPenney Parcel (Ground Lease):     1.46+/- acres
    -------------------------------     -------------
    Total Appraised Portion of Site:    6.90+/- acres
    Stern's Parcel (Not Owned):         2.25+/- acres
    ---------------------------         -------------
    Total Site:                         9.15+/- acres

Shape/Topography:                       Generally rectangular. There are mild
                                        topographic changes throughout the
                                        property. For the most part, the
                                        majority of the mall site is level,
                                        occupied by existing improvements, and
                                        functional for its use.

Frontage:                               The mall parcel has accessible frontage
                                        along all fronting streets, including
                                        Grove Street which bisects the subject
                                        site and provides ingress/egress into
                                        the adjacent parking structure.

Access:                                 Access to the subject site is good by
                                        virtue of its centralized Central
                                        Business District location. The downtown
                                        is served by two primary interstate
                                        highways, I-287 and I-684. Other major
                                        roadways include The Bronx River
                                        Parkway, New York Post Road, and
                                        Mamaroneck Road. The site is also served
                                        by excellent rail and bus service.

Street Improvements:                    Paving, curbing, sidewalks, and
                                        lighting.

Soil Conditions:                        We did not receive nor review a soil
                                        report. However, we assume that the
                                        soil's load-bearing capacity is
                                        sufficient to support existing
                                        structures. We did not observe any
                                        evidence to the contrary during our
                                        physical inspection of the property. The
                                        tract's drainage appears to be adequate.

Utilities:                              All municipal utilities including water,
                                        sewer, electric, gas, and telephone are
                                        connected and in use.
     Water:                             City of White Plains
     Sewer:                             Con Edison
     Gas:                               Con Edison
     Telephone:                         NYNEX


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                                                       Property Description
===============================================================================

Land Use Restrictions:                  We were not given a title report to
                                        review. We do not know of any easements,
                                        encroachments, or restrictions that
                                        would adversely affect the site's use.
                                        However, we recommend a title search to
                                        determine whether any adverse conditions
                                        exist.

                                        The current leases in-place for anchor
                                        and mall tenants dictate a retail use
                                        for the property. Furthermore, the
                                        operating covenants and OREA between
                                        ownership and the respective anchor
                                        stores are assumed to be in full force
                                        and affect.

Flood Hazard:                           According to the City of White Plains
                                        Planning Department, the subject site is
                                        not located in a flood hazard zone.
                                        Therefore, the property does not require
                                        flood hazard insurance.

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
                                        recommend a wetlands survey by a
                                        competent engineering firm.

Seismic Hazard:                         To the best of our knowledge, the site
                                        is not located in a Special Study Zone.

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.

Site Improvements:                      Parking is provided in an adjacent
                                        municipal-owned garage. Other site
                                        improvements include minimal
                                        landscaping, concrete sidewalks,
                                        concrete curbing, yard lighting,
                                        signage, and underground and overhead
                                        utilities.

Comments:                               Overall, the subject site is of
                                        sufficient size to accommodate existing
                                        improvements. It offers a utilitarian
                                        shape, relatively level topography, and
                                        has good access.


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Property Description

Improvements Description

Subject improvements consist of a four-level enclosed urban regional mall containing 882,728+/- square feet. A leasing plan for each level is provided in the Addenda. Provided below is a detailed description of existing construction at the subject property.

Building Area
         Stern's*:                      328,599+/- square feet
         JCPenney*:                     227.316+/- square feet
         ----------                     ----------------------
         Total Anchor Stores:           555,915+/- square feet
         Mall Shop GLA:                 326,813+/- square feet
         --------------                 ----------------------
         Total GLA:                     882,728+/- square feet

                                        *Stores separately owned; JCPenney
                                        subject to ground lease; Stern's will
                                        become Macy's in mid-July 1996.

Year Built/Renovated:                   1980/1993

Building Height:                        Approximately 75' to top of roof

Construction Detail
     Foundations:                       Reinforced concrete footings on
                                        engineered fill.

     Framing:                           Reinforced concrete column and beam.

     Ceiling Height:                    Approximately 16-18 feet along mall
                                        concourse.

     Floor System:                      Reinforced concrete slab on grade lower
                                        level and reinforced concrete and
                                        concrete beam on upper levels.

     Exterior Walls:                    Pre-cast concrete panels with aggregate
                                        finish.

     Roof Structure/Cover:              Single-ply roofing over concrete deck.
                                        The roof was replaced in 1993-94 at a
                                        cost of approximately $1.6 million. The
                                        roof has a 10-year guarantee.

     Skylights:                         Series of decorative skylights
                                        throughout.

Doors
          Exterior:                     Customer entrances are anodized aluminum
                                        and glass. Receiving and service doors
                                        are metal and steel roll-up.

          Interior:                     Hollow metal and fire-rated metal.

          Loading:                      Both anchor tenants have loading dock
                                        areas.


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

                                                       Property Description
===============================================================================

Mechanical Detail
     Heating and Air Conditioning:      Mall stores and corridors are served by
                                        three (3) York Centrifugal chillers; two
                                        (2) 550 ton and one (1) 275 ton unit.
                                        There is also a supplemental 300 ton
                                        McQuay unit. Heat is supplied by an
                                        oil-fired boiler to individually
                                        controlled units for tenant usage.
                                        Anchor stores have individual units for
                                        which they are separately metered. The
                                        central plant was upgraded in 1995-96,
                                        replacing the chillers with absorbers
                                        under an energy savings program
                                        sponsored by Con Edison. The cost of the
                                        upgrade was about $1.2 million. Con
                                        Edison provided a rebate of $500,000,
                                        indicating a net cost of $700,000. The
                                        new system is projected to save about
                                        $250,000 per year to the cost of energy.

     Plumbing:                          A complete sanitary sewer system and
                                        domestic water system serves all
                                        required fixtures of each tenant and is
                                        tapped into the municipal water and
                                        sewer distribution lines. All roof areas
                                        are drained to rain water conductors
                                        which are connected to the site storm
                                        water system. Sewers under buildings are
                                        cast iron per code; water lines are
                                        copper and PVC per code requirements.

     Electric:                          Service to all tenants is from a primary
                                        distribution system through secondary
                                        pad-mounted transformers; 277/480 volt,
                                        3-phase, 4-wire. The local supplier is
                                        Con Edison. Lighting is generally a mix
                                        of fluorescent, incandescent, mercury
                                        vapor, and sodium vapor fixtures.
                                        Electric work is assumed to be in
                                        accordance with National Electric Code.

     Vertical Transportation:           Vertical transportation consists of one
                                        (1) bank of escalators at the JCPenney
                                        throat near the food court, serving all
                                        four levels (Main Street to Fashion
                                        Level 2). There is a second set at
                                        Stern's end which serves Fashion Levels
                                        1 and 2.

                                        A feature elevator in the food court
                                        serves all four levels. Departments
                                        stores each have escalators and
                                        elevators. In addition, there are three
                                        (3) elevator banks that serve the
                                        attached municipal parking garage which
                                        connects to the mall.


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

                                                       Property Description
===============================================================================

     Life Safety/Security:              A complete and fully automatic sprinkler
                                        system is installed throughout
                                        the property. Fire alarms and pull
                                        stations are located throughout, along
                                        with an electronically wired smoke
                                        detector system which is centralized and
                                        tied into the local municipal
                                        authorities.

                                        There is also 24-hour on-premise
                                        security. Closed circuit T.V. monitors
                                        the mall (interior and exterior) and all
                                        perimeter doors. There is an emergency
                                        power generator with sufficient capacity
                                        to maintain the lighting and ventilation
                                        system in the event of power loss.

Interior Detail
     Layout/Renovations:                The subject's open, four-level interior
                                        makes a dramatic presentation, with a
                                        large open center court featuring
                                        abundant natural light, decorative
                                        trees, and seating areas. Diverse mall
                                        shop store fronts provide a "street
                                        scape" shopping experience. JCPenney
                                        occupies a four-level store, while
                                        Stern's operates on three levels.

                                        The interior renovation which occurred
                                        between 1992-93 generally involved
                                        replacing flooring and mirrored
                                        ceilings, re-glazing of the skylights,
                                        and improved lighting. The effect has
                                        been a much improved, contemporary look
                                        to the mall which enhances its appeal.

     Street Level:                      The Street Level was reconfigured in
                                        1992-93 to accommodate Filene's Basement
                                        in the former General Cinema space.
                                        Herman's and Emigrant Savings already
                                        occupied space on this level. Both
                                        Filene's Basement and Herman's have
                                        vacated because of parent company
                                        financial troubles. Bunny's children's
                                        store will be taking the former Filene's
                                        space. Emigrant has suggested that they
                                        would like to take space inside the
                                        mall. Negotiation has been underway to
                                        bring in a restaurant user for their
                                        space, including TGI Fridays. Overall,
                                        the street level has more appeal to
                                        incoming pedestrian traffic since
                                        renovation. Escalators facilitate
                                        customer movement into the center and
                                        provide an open view to the levels
                                        above. We are advised that Bunny's will
                                        add exterior display windows which
                                        should further compliment this entrance
                                        to the property.


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

                                                       Property Description
===============================================================================

     Garden Level:                      The Garden Level is the second level of
                                        the mall. It primarily houses the food
                                        court which is one of the subject's
                                        strong features. The food court has been
                                        refurbished, including a retrofit and
                                        redesign of the seating area. Seating
                                        has been reconfigured and the Grove
                                        Street entrance re-worked with a pop-out
                                        atrium. The net effect has increased
                                        seating from 600 to 700 seats, with a
                                        slight decrease in GLA. The Main Street
                                        access point has also been improved with
                                        an atrium pop-out that affords a
                                        friendlier appearance.

     Fashion Level 1:                   Fashion Level 1 is a full mall floor
                                        that runs the full distance between
                                        JCPenney and Stern's. In addition to the
                                        interior cosmetic renovation, the most
                                        significant move on this level included
                                        Victoria's Secret's relocation and
                                        expansion to Space 314 which added new
                                        GLA from former cutouts in the floor
                                        outside of the current demising wall.
                                        Lerner also had a significant expansion.

     Fashion Level 2:                   Fashion Level 2 is the upper-most level.
                                        It is also a full selling floor running
                                        the length of the mall. The most
                                        significant changes to this level during
                                        renovation involved relocation and
                                        expansion of Limited Express. The Gap
                                        also expanded from 3,868 square feet to
                                        7,511 square feet.

     Floor Coverings:                   Mall corridors are generally a mix a
                                        travertine marble, quarry file, and
                                        glazed ceramic tile. Stores are a
                                        mixture of carpet, vinyl tile, and
                                        marble.

     Ceilings:                          A mixture of painted sheetrock, mylar,
                                        or alkane mirrored ceilings.

     Lighting:                          The mall concourse is lighted primarily
                                        with incandescent fixtures. Exterior
                                        lighting is mounted, high pressure
                                        sodium.

     Partitions:                        Generally gypsum wallboard on metal
                                        studs, fire code sheetrock from floor to
                                        roof deck on all party walls separating
                                        each tenant.


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

                                                       Property Description
===============================================================================

     Tenant Areas:                      Tenant suites are improved in accordance
                                        with individual tenant specifications.
                                        Generally, vacant suites are in
                                        semi-finished condition having been
                                        previously occupied. Mall management has
                                        been offering early renewal leases to
                                        older tenants in exchange for
                                        tenant-paid upgrades. These offerings
                                        continue as of this writing.

     Restrooms:                         Department stores have public and
                                        employee toilet facilities with
                                        provisions for handicapped. Generally,
                                        each tenant has facilities that do not
                                        have to be made available for public use
                                        by code. Large shops and eating
                                        establishments have additional
                                        facilities as necessary to meet code
                                        requirements. In addition, a bank of
                                        public toilet facilities for both men
                                        and women are provided at the food
                                        court. Both men's and women's facilities
                                        were improved during the renovation.

Site Improvements
     On-Site Parking:                   On-site parking is provided by a
                                        city-owned parking garage which can
                                        accommodate 2,416 cars. The resulting
                                        parking ratio is 2.7 spaces per 1,000
                                        square feet of GLA.

     Landscaping:                       There is minimal landscaping surrounding
                                        the property.

     Other Improvements:                Other site improvements consist of
                                        concrete curbing and asphalt paving,
                                        yard lighting, all underground and
                                        overhead utilities, and signage. Other
                                        mall features include a customer service
                                        area for coat and package check, gift
                                        wrapping, stroller rental, and community
                                        information. A community room is also
                                        available for public use.

Comments:                               The subject features a modem design. Our
                                        inspection revealed high quality
                                        materials and workmanship. Analysis of
                                        the structural integrity of the building
                                        is beyond the scope of our expertise and
                                        best made by a professional engineer.
                                        Our analysis of improvements concludes
                                        that the layout and design are
                                        functional and conducive for retail
                                        utilization.


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Property Description

At the time of inspection, some tenant areas were in the process of being prepared for tenant occupancy. It is our assumption that future and proposed construction and fit-out will be done in conformance with ownership's commitment to state-of-the-art retailing concepts.

As noted, Stern's will be converted to Macy's in July 1996. Federated Departments Stores will reportedly do some renovation of the store and close it for approximately one week. This conversion to Macy's is considered to by positive for the property.

Our review of the local environs reveals that there are no external influences which negatively impact the value of the subject property.


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

REAL PROPERTY TAXES AND ASSESSMENTS

Overview

The subject property is currently assessed for taxation purposes by the City of White Plains. Properties in White Plains are assessed as of January 1 of each year, with taxes levied on a fiscal basis from July 1 to June 30. The following chart presents an overview of the subject's current assessment and tax liability.

==============================================================================================
                                       Subject Assessment
Tax Map Parcel No/                                     Land A.V./        Millage     1995/96
   Account No.           Description                   Total A.V.        Rate*        Taxes
==============================================================================================
   125.75-4-2/       Main St. Reg. Shop. Ctr.          $  564,200/       0.36282    $2,221,311
   30010002106             2.39 acres                  $6,122,350
----------------------------------------------------------------------------------------------
   125.75-4-3/       Main St. Reg. Shop. Ctr.          $   46,800/       0.36282    $  372,852
   30030002005             3.05 acres                  $1,027,650
==============================================================================================
Total                                                  $7,150,000        0.36282    $2,594,163
==============================================================================================
*Bronx Valley District
==============================================================================================

As can be seen, a total assessment of $7,150,000 yields a tax liability of $2,594,163 for 1995/96 at the subject. This assessment does not include JCPenney or Stern's which are separately assessed and pay their own taxes.

Mill Rate History

The subject's assessment of $7,150,000 has not changed since 1984/85, the last assessment available from the city tax roll. However, tax rates in White Plains have increased over this same period as shown on the following chart.

===============================================
                Millage Rate History
===============================================
     Tax Year          Rate/$100       % Change
===============================================
     1986/87           $187.29            ---
-----------------------------------------------
     1987/88           $196.93           5.15%
-----------------------------------------------
     1988/89           $210.45           6.87%
-----------------------------------------------
     1989/90           $224.16           6.51%
-----------------------------------------------
     1990/91           $241.09           7.55%
-----------------------------------------------
     1991/92           $265.51          10.13%
-----------------------------------------------
     1992/93           $291.85           9.92%
-----------------------------------------------
     1993/94           $315.60           8.14%
-----------------------------------------------
     1994/95           $339.38           7.53%
-----------------------------------------------
     1995/96           $362.82           6.91%
===============================================
Compound Annual
    Growth Rate                          7.62%
===============================================

As shown, tax rates in the Bronx Valley District of White Plains have grown at a compound annual rate of 7.62 percent. This historical growth helps to project a tax growth rate for our cash flow analysis following.


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Real Property Taxes and Assessments

Management Budget

For 1996, management has budgeted a tax expense of $2,631,484, up from $2,504,654 in 1995 and $2,367,435 in 1994. Based upon the 1995/96 billing and a mid-year increase for the 1996/97 billing, this projection appears to be reasonable.

Conclusion

For our analysis, we have utilized a real estate tax expense of $2,672,000 for calendar year 1996. This accounts for six months of the fiscal 1995/96 billing ($2,594,163), and six months of our projected 1996/97 billing of $2,749,813 (6.0% growth over 1995/96).


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

ZONING

The subject site is zoned B-6 (UR-3) Enclosed Mall District by the City of White Plains. According to the ordinance, this district is designed for super-regional enclosed shopping malls, with accompanying parking and other facilities commonly found accessory to such uses.

For projects of the subject's magnitude and caliber, specific site plan review is required for a number of factors that come to bear within the approval process. Accordingly, while certain bulk area requirements may come into consideration, it is the full plan review that considers all influencing factors that has primary weight. The district permits a maximum floor area ratio (FAR) of 6.0. Parking is required at a ratio of 3.0 cars per 1,000 square feet. We note that the current parking ratio of 2.7 spaces is below the required amount by zoning. A representative of the city zoning office indicated that the project either received a variance when it was built, or the parking requirement has been changed since its construction.

We are not experts in the interpretation of such mixed use zoning ordinances. However, the subject improvements appear to be a conforming use based on our review of public information and conversations with the planning department. The city has allowed construction of the subject property to its current configuration. Furthermore, renovation of the mall between 1992/93, including exterior work, has received approval by the City of White Plains.

We know of no deed restrictions, private or public, that further limit the subject property's use. The research required to determine whether or not such restrictions exist, however, is beyond the scope of this appraisal assignment. Deed restrictions are a legal matter and only a title examination by an attorney or title company can usually uncover such restrictive covenants. Thus, we recommend a title search to determine if any such restrictions do exist.


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

HIGHEST AND BEST USE

Highest and Best Use Analysis

Highest and best use analysis evaluates existing land use for the subject property and seeks to determine if alternative uses would prove more profitable. The definition and analysis apply specifically to the land. The analysis further examines whether the land value at its highest and best use exceeds the total value of the property under its existing use or as improved. Highest and best use identifies the most profitable, competitive use to which the property can be put. Therefore, highest and best use is a market-driven concept.

Definition

Highest and best use is defined as follows:

The reasonably probable and legal use of vacant land or an improved property, which is physically possible, appropriately supported, financially feasible, and that results in the highest value. The four criteria the highest and best use must meet are legal permissibility, physical possibility, financial feasibility, and maximum profitability (Dictionary of Real Estate Appraisal, Third Edition, 1993).

The definition indicates that there are two types of highest and best use analysis required; the site as though vacant, and the site as currently improved. In each case, the highest and best use must generally meet four criteria. The use must be (1) physically possible, (2) legally permissible, (3) financially feasible, and (4) maximally productive.

A. Highest and Best Use of Site As Though Vacant

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

Among all reasonable, alternative uses, the use that yields the highest present land value, after payments are made for labor, capital, and coordination. The use of a property based on the assumption that the parcel of land is vacant or can be made vacant by demolishing any improvements.

Physical Constraints

The first constraint imposed on the possible use of the site is dictated by the physical aspects of the parcel itself. Physical factors influencing the use of the site include location, size, shape, topography, soils, abutting uses, the availability of utilities, and other characteristics.

The subject site contains a total of 9.15+/- acres (2.25+/- not owned) in the heart of downtown White Plains, New York. The parcel is bounded by Main Street to the north, Martine to the south, Court Street to the east, and Lexington Avenue to the west. Topography is generally level, with good accessibility via local streets. The downtown central business district has good regional access by virtue of the infrastructure and public transportation serving it. Surrounding development is predominantly office in nature, with a heavy concentration of retail product along Mamaroneck, including Macy's department store and Sears further up Main Street.


-65-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Highest and Best Use

All necessary utilities are available to the site, including public water, gas, electricity, and telephone services. Physical characteristics--i.e. size, shape, subsoil conditions, and location--support various types of development, including commercial, retail, and office uses. Abutting uses reflect a mix of commercial development.

Physically, the site could accommodate a number of potential uses. Surrounding land use patterns suggest an office or retail development of the property. Finally, there appear to be no physical constraints limiting development of the subject property as though vacant. The site's size, location, and configuration support a retail or office use for the subject as though vacant.

Legal Considerations

Legal factors influencing the highest and best use of the subject property involve local land use guidelines, including comprehensive plans, zoning, and building codes. The intensity of development may also be affected by surrounding land uses, neighborhood concerns, and the local planning process.

The subject site is zoned B-6 (UR-3), an enclosed mall district designation by the City of White Plains. This zoning district allows for a variety of retail uses, but is specifically designed for enclosed shopping mall development, with accompanying parking and other facilities commonly found accessory to such uses. As discussed in the Zoning section of this report, various bulk area requirements are set forth under the zone. However, specific site plan review is required for the approval process.

Considering surrounding uses, it is clear that a retail or office use of the site would be most appropriate. Under the current zoning, however, only retail uses are allowed.

There are no other known land use regulations, easements, or encumbrances which might impact development on the subject. Further, the site does not appear to possess any significant natural, cultural, recreational, or scientific attributes which may influence its use. Based upon this analysis, the legally permissible development of the subject site as though vacant would be an enclosed regional mall, assuming proper parking requirements are met.

Financial Feasibility/Economic Considerations

After determining those uses which are physically possible and legally permissible, the uses considered must be analyzed in light of their financial feasibility. Based on the foregoing discussion, potential uses for the subject site include retail and office development. 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 Neighborhood Analysis, the current office market in downtown White Plains has an overall vacancy rate of 26.4 percent, with Class A buildings showing a vacancy rate of 23.7 percent. This level of vacancy, although lower than year-ago levels, is prohibitive to new speculative office development. For this reason, office development is not believed to be feasible in the central business district at this time.


-66-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Highest and Best Use

As will be discussed in the Income Approach section of this report, a retail use of the subject site provides a sufficient return to the land and is thus believed to be the most highly productive, feasible use of the site.

Maximum Productivity

Finally, of the financially feasible, physically possible, and legally permissible uses considered, the use that produces the highest price or value consistent with the rate of return warranted by the market for that use is the highest and best use. While this test of maximum productivity implies a quantitative analysis, it is often most qualitative and sensitive to community, social, political, and governmental concerns.

In the case of the subject, the site is located in a downtown area that has a variety of uses, primarily retail and office in nature, with supporting residential development. Existing neighborhood uses support both an office and retail use of the site. The subject's size, accessibility, and location lead us to the conclusion that the highest and best use of the subject property, as though vacant, is for retail development. Convenient access and parking are also overriding issues for potential development of the site.

A developer mindful of the prospective lot coverage, yet savvy as to the market's potential for absorbing new product, would consider the site's feasible potential. Parking is an overriding constraint that dictates the ultimate size of a potential development. Accordingly, our retail use premise assumes that parking would be provided to a level sufficient for the total project.

Conclusion As Though Vacant

Based on the preceding analysis, the highest and best use of the subject property, as though vacant, is for regional mall development built to the site's maximum feasible F.A.R.

B. Highest and Best Use of Property As Improved

According to the Dictionary of Real Estate Appraisal, highest and best use of the property as improved is defined as:

The use that should be made of a property as it exists. An existing property should be renovated or retained as is so long as it continues to contribute to the total market value of the property, or until the return from a new improvement would more than offset the cost of demolishing the existing building and constructing a new one.

Physical Constraints

In considering the physical characteristics of the subject as improved, the existing use must also meet criteria in order to maintain the property's highest and best use. Existing improvements can be analyzed three ways: 1) they can be retained as is; 2) they can be modified, altered, or rehabilitated; and 3) they can be demolished in favor of an alternative use.


-67-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Highest and Best Use

The subject site is currently improved with an enclosed regional shopping center. Built in 1980 and renovated in 1993, subject improvements are considered to be in good condition. The layout and design are conducive for its existing use, with good linkage and access within the downtown. Regional access to the property is also good.

There do not appear to be any other physical factors such as soil or drainage conditions or other physical characteristics that adversely affect the continued utility and/or existence of subject improvements. Thus, the subject site, as currently improved, is a physically possible use. Although the property could altered for alternative property types, such uses would be costly and prove infeasible.

Legal Considerations

The subject site as currently improved represents a legal, conforming use. There do not appear to be any public or private use restrictions or covenants which adversely affect the current use of the property. Although the subject building could legally be modified or possibly demolished for an alternative use, this would not be a logical progression since the subject does not suffer from prohibitive functional or physical problems which inhibit its current use. Furthermore, the leases and operating agreements in-place dictate a retail use for the property. Therefore, the subject site, as improved, is legally permissible.

Financial Feasibility/Economic Considerations

As will be discussed in the Income Approach section of this report, the subject property, as improved, is capable of producing a sufficient return to the land. Moreover, analysis of the subject property as if vacant indicates that the highest and best use of the site is for retail development. This determination has been made by comparing alternative uses for the property and establishing which use provides the greatest return to the land. Demolishing existing improvements would not be financially feasible due to the cost involved and the potential return an alternative use would bring. Thus, current improvements to the subject provide the most financially feasible use of the site.

Maximum Productivity

Based upon the foregoing analysis, the subject parcel, as currently improved, represents the maximally productive use of the site. Although the site could be developed with an alternative configuration by demolishing existing improvements, this scenario 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.

Conclusion As Improved

The highest and best use of the subject property is therefore as currently improved. The existing use is physically possible, legally permissible, financially feasible, and maximally productive. Market conditions in White Plains indicate demand for properties of the subject's stature, with vacancy and rental rates which justify the financial feasibility of existing improvements.


-68-

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 effect the applicability in a specific appraisal situation.

The Cost Approach renders an estimate of value based upon the price of obtaining a site and constructing improvements, both with equal desirability and utility as the subject property. Historically, investors have not emphasized cost analysis in purchasing investment grade properties such as regional malls. 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.


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

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

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

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

The most widely-used, market-oriented units of comparison for retail 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 the Sales Comparison Approach.

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.


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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 institutional investors' diversified portfolios. Banks are aggressively competing for business, trying to regain market share lost to Wall Street, while the more secure life insurance companies are also reentering 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 resides on the better quality end of this latter category.

To better understand where investors stand in today's marketplace, we have surveyed active participants in the retail investment market. Based upon our survey, the following points summarize some of the more important "hot buttons" concerning investors:

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 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.


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Sales Comparison Approach

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

4. Dense Marketplace - Several of the institutional investors favor markets of 300,000 to 500,000 people (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 75.0 to 80.0 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 turnaround 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 anchor store 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 1980's 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 creditworthiness of the mall shops. With an increase in bankruptcies, store closures and consolidations, we see investors looking more closely at the strength and vulnerabilities of the in-line shops. As a result, there has been a marked trend of increasing capitalization rates.

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 presented in this analysis show a wide


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CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

===================================================================================================================================
REGIONAL MALL SALES                                                                                                          1995
1995 Transaction Chart
Cushman & Wakefield, Inc.

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


   Sales                             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 Sallsbury    Aug-95      1990      $78,000,000     884,825     744,825     278,915       31.5%       89.0%
             Sallsbury, MD
-----------------------------------------------------------------------------------------------------------------------------------
    95-5     Piedmont Mall          Jul-95     1983/      $39,000,000     534,135     409,153     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
                                                                  --------------------                --------------------
 Sales                         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     $16,500,000    $20.28       7.74%         --          --       $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 Sallsbury    $257      $7,020,000     $9.43       9.00%         --          --       $105        $280       1.09
        Sallsbury, 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.

REGIONAL MALL SALES                                                     1995
1995 Transaction Chart
Cushman & Wakefield, Inc.
============================================================================


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


===================================================================================================================================
REGIONAL MALL SALES                                                                                                          1994
1994 Transaction Chart
Cushman & Wakefield, Inc.

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


Sales                              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, AZ                               92
------------------------------------------------------------------------------------------------------------------------------------
 94-3   Confidential               Dec-94       1981/    $108,000,000      1,123,580     333,468        333,648    29.7%    95.0%
        Major Southwest USA                       93
------------------------------------------------------------------------------------------------------------------------------------
 94-4   CPI Portfolio              Dec-94
 (3)    1) Orange Park Mall                     1975/    $151,500,000      2,110,051   1,142,386        750,436    35.6%    90.0%
        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, CA                           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%
        Sidell, Louisiana
------------------------------------------------------------------------------------------------------------------------------------
94-10   Chesterfield T.C.          Jun-94       1986/     $93,600,000        605,161     605,161        291,744    48.2%    95.0%
 (5)    Richmond, Virginia                      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 Rate Comparison
                                                                    --------------------            ---------------------
Sales                               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, AZ
------------------------------------------------------------------------------------------------------------------------------------
 94-3   Confidential                $300      $7,538,400   $22.61   6.98%       7.25%      10.70%    $324           $324    1.08
        Major Southwest USA
------------------------------------------------------------------------------------------------------------------------------------
 94-4   CPI Portfolio
 (3)    1) Orange Park Mall         $250     $13,350,000   $11.69   8.81%         --          --     $133           $202    0.81
        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, CA
------------------------------------------------------------------------------------------------------------------------------------
 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
        Sidell, Louisiana
------------------------------------------------------------------------------------------------------------------------------------
94-10   Chesterfield T.C.           $290      $8,424,000   $13.92   9.00%         --          --     $155           $321    1.11
 (5)    Richmond, Virginia
------------------------------------------------------------------------------------------------------------------------------------
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

variety of prices on a per unit basis, ranging from $59 per square foot up to $556 per square foot of total GLA purchased. When expressed on the basis of mall shop GLA acquired, the range is more broadly seen to be $93 to $647 per square foot. Alternatively, the overall capitalization rates that can be extracted from each transaction range from 5.60 percent to rates in excess of 11.0 percent.

One obvious explanation for the wide unit variation is the inclusion (or exclusion) of anchor store square footage which has the tendency to distort unit prices for some comparables. Other sales include only mall shop area where small space tenants have higher rents and higher retail sales per square foot. A shopping center sale without anchors, therefore, gains all the benefits of anchor/small space synergy without the purchase of the anchor square footage. This drives up unit prices to over $250 per square foot, with most sales over $300 per square foot of salable area. A brief discussion of historical trends in mall transactions follows.

o The fourteen sales included for 1991 show a mean 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 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.


-74-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Sales Comparison Approach

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

o Cushman & Wakefield has researched 14 mall transactions for 1995. With the exception of Sale No. 95-1 (Natick Mall) and 95-2 (Smith Haven Mall), by and large the quality of malls 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. 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             Price/SF             Price/SF          Sales
   Year             Unit Rate Range*           Mean           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.


-75-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Sales Comparison Approach

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     94-4      $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                               93-8      $265      $20.55    94-14    $241       $18.16
---------------------------------------------------------------------------------------------------------------
91-7     $395     $24.28                               93-16     $268      $19.18
---------------------------------------------------------------------------------------------------------------
91-8     $320     $19.51
---------------------------------------------------------------------------------------------------------------
91-10    $556     $32.22
===============================================================================================================
Mean     $337     $21.39   Mean     $381    $26.34     Mean      $351      $25.00    Mean     $209       $16.62
===============================================================================================================
*Sale included peripheral GLA.
===============================================================================================================

From the above we see that the mean unit rate for sales involving mall shop GLA only has ranged from approximately $209 to $381 per square foot. We recognized that these averages may be skewed somewhat by the size of the sample. To date, there have been no 1995 transactions involving only mall shop GLA.

Alternately, where anchor store GLA has been included in the sale, the unit rate is shown to range widely from $53 to $410 per square foot of salable area, indicating a mean of $227 per square foot in 1991, $213 per square foot in 1992, $196 per square foot in 1993, $193 per square foot in 1994 and $145 per square foot in 1995. Chart B following depicts this data.


-76-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Sales Comparison Approach

=========================================================================================
                                          CHART B
                                    Regional Mall Sales
                            Involving Mall Shops and Anchor GLA
=========================================================================================
           1991                          1992                           1993
=========================================================================================
Sale       Unit      NOI        Sale     Unit      NOI        Sale       Unit      NOI
No.        Rate     Per SF      No.      Rate     Per SF      No.        Rate     Per SF
=========================================================================================
91-3       $156     $11.30      92-1     $258     $20.24      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
=========================================================================================


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          $20.2B
-------------------------------------------------------------------------------
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.


-77-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Sales Comparison Approach

Analysis of Sales

Within Charts A and 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.


"As Is" Valuation

Because the subject is theoretically selling mall shop GLA only, we will look at the recent sales in Chart A more closely. As a basis for comparison, we will analyze the subject based upon projected NOI. First year NOI has been projected to be $26.21 per square foot (FY 1997), based upon 326,813+/- 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 $26.21 per square foot, the subject falls toward the low end of the range exhibited by the comparable sales.

Since the income that an asset will produce has direct bearing on the price that a purchaser is willing to pay, it is obvious that a unit price which falls toward the middle of the range indicated by the comparables would be applicable to the subject. The subject's anticipated net income can be initially compared to the composite mean of the annual transactions in order to place the subject in a frame of reference. This is shown on the following chart.


-78-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Sales Comparison Approach

===============================================================
Sales Year        Mean NOI    Subject Forecast    Subject Ratio
===============================================================
   1991              $12.39        $26.21             211.5%
---------------------------------------------------------------
   1992              $26.34        $26.21              99.5%
---------------------------------------------------------------
   1993              $25.00        $26.21             104.8%
---------------------------------------------------------------
   1994              $16.62        $26.21             157.7%
---------------------------------------------------------------
   1995              $12.35        $26.21              ---
===============================================================

*All 1995 sales include anchor space.

With first year NOI forecasted at approximately 99.5 to 211.5 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 buyers criteria for the purchase of a retail property is predicated primarily on the property's income characteristics. Thus, we have identified a relationship between the net operating income and the sales price of the property. Typically, a higher net operating income per square foot corresponds to a higher sales price per square foot. Therefore, this adjustment incorporates factors such as location, tenant mix, rent levels, operating characteristics, and building quality.

Provided below, we have extracted the net income multiplier from each of the improved sales. We have included only the recent sales data (1993-94). 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


-79-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Sales Comparison Approach

=================================================
        Net Income Multiplier Calculation
=================================================
                                       Net Income
Sale No.      NOI/SF      Price/SF     Multiplier
=================================================
 93-1         $23.42        $355          15.16
-------------------------------------------------
 93-4         $32.95        $471          14.29
-------------------------------------------------
 93-5         $28.88        $396          13.71
-------------------------------------------------
 93-8         $20.55        $265          12.90
-------------------------------------------------
 93-16        $19.18        $268          13.97
-------------------------------------------------
 94-1         $11.70        $136          11.62
-------------------------------------------------
 94-3         $22.61        $324          14.33
-------------------------------------------------
 94-12        $14.00        $136           9.71
-------------------------------------------------
 94-14        $18.16        $241          13.27
=================================================
 Mean         $21.27        $288          13.22
=================================================

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


-80-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Sales Comparison Approach

=================================================================
                  Adjusted Unit Rate Summary
=================================================================
                    Subject      Net Income       Indicated Price
Sale No.            NOI/SF       Multiplier            $/SF
=================================================================
  93-1              $26.21         15.16               $397
-----------------------------------------------------------------
  93-4              $26.21         14.29               $375
-----------------------------------------------------------------
  93-5              $26.21         13.71               $359
-----------------------------------------------------------------
  93-8              $26.21         12.90               $338
-----------------------------------------------------------------
  93-16             $26.21         13.97               $366
-----------------------------------------------------------------
  94-1              $26.21         11.62               $306
-----------------------------------------------------------------
  94-3              $26.21         14.33               $376
-----------------------------------------------------------------
  94-12             $26.21          9.71               $254
-----------------------------------------------------------------
  94-14             $26.21         13.27               $348
=================================================================
  Mean              $26.21         13.22               $346
=================================================================

From the process above, we see that the indicated net income multipliers range from 9.71 to 15.16 with a mean of 13.22. The adjusted unit rates range from $254 to $397 per square foot of owned GLA with a mean of $346 per square foot. The comparables with $NOIs/SF comparable to the subject show multipliers between 13.71 and 15.16, resulting in adjusted unit rates for the subject from $359 to $397 per square foot.

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.

Considering the above average characteristics of the subject relative to the above, we believe that a unit rate range of $310 to $320 per square foot is appropriate. Applying this unit rate range to 326,813+/- square feet of owned GLA results in a value of approximately $98.0 million to $101.3 million for the subject as shown:

  326,813 SF               326,813 SF
x       $310             x       $320
------------             ------------

$101,300,000 $104,600,000

Rounded Value Estimate - Market Sales Unit Rate Comparison $101,300,000 to $104,600,000


-81-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Sales Comparison Approach

Sales Multiple Method

Arguably, it is the mall shop GLA sold and its intrinsic economic profile that is of principal concern in the investment decision process. A myriad of factors influence this rate, perhaps none of which is more important than the sales performance of the mall shop tenants. Accordingly, the abstraction of a sales multiple from each transaction lends additional perspective to this analysis.

The sales multiple measure is often used as a relative indicator of the reasonableness of the acquisition price. As a rule of thumb, investors will look at a sales multiple of 1.0 as a benchmark, and will look to keep it within a range of .75 to 1.25 times mall shop sales performance unless there are compelling reasons why a particular property should deviate.

The sales multiple is defined as the sales price per square foot of mall GLA divided by average mall shop sales per square foot. As this reasonableness test is predicated upon the economics of the mall shops, technically, any income (and hence value) attributed to anchors that are acquired with the mall as tenants should be segregated from the transaction. As an income (or sales) multiple has an inverse relationship with a capitalization rate, it is consistent that, if a relatively low capitalization rate is selected for a property, it follows that a correspondingly above-average sales (or income) multiple be applied. In most instances, we are not privy to the anchor's contributions to net income. As such, the sales multiples reported may be slightly distorted to the extent that the imputed value of the anchor's contribution to the purchase price has not been segregated.

==============================================
          Sales Multiple Summary
==============================================
Sale              Going-In             Sales
 No.                OAR               Multiple
==============================================
93-1               7.47%                0.92
----------------------------------------------
93-4               7.00%                1.16
----------------------------------------------
93-5               7.29%                1.16
----------------------------------------------
93-8               7.75%                0.88
----------------------------------------------
93-16              7.16%                1.09
----------------------------------------------
94-1               8.60%                0.68
----------------------------------------------
94-3               6.98%                1.08
----------------------------------------------
94-12             10.29%                0.72
----------------------------------------------
94-14              7.53%                0.93
==============================================
Mean               7.79%                0.96
==============================================


-82-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Sales Comparison Approach

The sales that are being compared to the subject show sales multiples that range from 0.68 to 1.16 with a mean of about 0.96. As is evidenced, the more productive malls with higher sales volumes on a per square foot basis tend to have higher sales multiples. Furthermore, the higher multiples tend to be in evidence where an anchor(s) is included in the sale.

Based upon forecasted 1995 performance, as well as anticipated changes to the market area, the subject is projected to produce comparable sales of $344 per square foot for all reporting tenants.

In the case of the subject, the overall capitalization rate being utilized for this analysis is considered to be in the mid- to high-range of those rates exhibited by the comparable sales. As such, we would be inclined to utilize a multiple below the mean indicated by the sales. As such, we will utilize a lower sales multiple to apply to just the mall shop space. Applying a ratio of say, 0.90 to 0.95 percent to the forecasted sales of about $344 per square foot in fiscal year 1997, the following range in value is indicated.

Unit Sales Volume (Mall Shops)                   $344              $344
Sales Multiple                             x     0.90        x     0.95
                                         ------------      ------------
Adjusted Unit Rate                            $309.00           $327.00

Mall Shop GLA                              x  326,813        x  326,813
                                         ------------      ------------
Value Indication                         $101,000,000      $106,900,000
                                         ------------      ------------

The analysis shows an adjusted value range of approximately $101.0 to $106.9 million. Inherent in this exercise are mall shop sales which are projections based on our investigation into the market which might not fully measure investors expectations. It is clearly difficult to project with any certainty what the mall shops might achieve in the future, particularly as the lease-up is achieved and the property brought to stabilization. While we may minimize the weight we place on this analysis, it does, nonetheless, offer a reasonableness check against the other methodologies.

Giving consideration to all of the above, the following value range is warranted for the subject property based upon the sales multiple analysis.

Estimated Value - Sales Multiple Method Rounded to $101,000,000 to $106,900,000


-83-

CUSHMAN &
WAKEFIELD(R)
VALUATION ADVISORY SERVICES

Sales Comparison Approach


Value Conclusion "As Is"

We have considered all of the above relative to the physical and economic characteristics of the subject. It is difficult to relate the subject to comparables that are in such widely divergent markets with different cash flow characteristics. The subject has above average sales levels compared to its peers, with a typical anchor alignment and good representation of national tenants.

We also recognize that an investor may view the subject's position as being vulnerable to near-term competition and investment risk from The Westchester.

After considering all of the available market data in conjunction with the characteristics of the subject property, the indices of investment that generated our value ranges are as follows:

Unit Price Per Square Foot

Salable SF:                         326,813+/-

Price Per SF of Salable Area:       $310 to $320

Indicated Value Range:              $101,300,000 to $104,600,000

Sales Multiple Analysis

Indicated Value Range $101,000,000 to $106,900,000

The parameters above show a value range of approximately $101.0 to $106.9 million for the subject on an "As Is" basis. Based on our total analysis, relative to the strengths and weaknesses of each methodology, it would appear that the Sales Comparison Approach indicates a prospective market value within the more defined range of $101.0 to $103.0 million for the subject as of May 14, 1996.


-84-

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, 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 (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 upon capitalization of the next years projected net operating income. This is the more appropriate method to use in this assignment, given the step up in lease rates and the long term tenure of retail tenants.

A second method of valuation, using the Income Approach, is to directly capitalize a stabilized net income based on rates extracted from the market or built up through mortgage equity analysis. This is a valid method of estimating the market value of the property as of the achievement of stabilized operations. This becomes difficult for a property such as the subject since it is not operating at a stabilized level of operation. As such, this methodology will not be utilized for this analysis.

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 into 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 "As Is" investment with the cash flow analysis commencing on June 1, 1996. Although an asset such as the subject has a much longer useful life, investment analysis becomes more meaningful if limited to a time period considerably less than the real estate's economic life, but of sufficient length for an investor. A 10-year holding period for this investment is long enough to model the asset's performance and benefit from its continued lease-up and performance, but short enough to reasonably estimate the expected income and expenses of the real estate. It is noted that we will discuss income and expenses based upon calendar year 1996 for consistency with the budget.


-85-

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 into a 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 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 tenant space; projection of future revenues annually based upon existing and pending leases; probable renewals at market rentals; and expected vacancy experience;

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

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

4. Derivation of the most probable net operating income and pre-tax cash flow (net 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; and

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

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


-86-

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 n